• Technician Service Agreement

    BOLD

  • By agreeing to perform work on behalf of BOLD X, LLC (“BOLD”), you ("Technician") hereby agree to the following terms and conditions. If there are discrepancies between the contract terms Technician signed via the then-current version of this agreement and the terms listed below, the terms below shall prevail. Technician's acceptance of work from BOLD, its Account Managers, or any BOLD representatives shall constitute Technician’s acceptance of all terms and conditions below. It is Technician's obligations to regularly check www.trainbold.com/technicians for updates to all terms and conditions. BOLD is not obligated to inform Technician of any changes, updates, revisions, or amendments to the Technician Service Agreement ("Agreement").

     

    Section 1 | Process Terms

    1A. Payments

    • Payments are initiated 10 business days after a job has been completed. However, BOLD reserves the right to initiate payments up to 30 business days after a job is completed on an as-needed basis.
    • Business days exclude weekends and U.S. federal holidays.
    • All payments are issued via third-party payment processor of BOLD’s choosing.
    • Currently, BOLD's payment processor is Melio (www.meliopayments.com).
    • Following the completion of Technician's first job with BOLD, Technician will receive a link to complete onboarding onto Melio. For issues with onboarding,Technician should contact BOLD Account Manager or victor@trainbold.com.
    • Melio is the only supported payment delivery method at this time. The system offers ACH direct deposit or paper check options.
    • For paper check options (not recommended), service compensation is sent to a mailing address of Technician's choice. There may be up to an additional 30-day waiting period to receive the check via regular USPS mail. BOLD recommends ACH direct deposit.
    • Technician is required to complete their Melio onboarding within 30 calendar days of completion of their first successful job with BOLD. For avoidance of doubt, successful onboarding shall be defined as submitted Melio profile with ACH payment details OR election (digitally) for paper check. BOLD is under no obligation to remind Technician of such onboarding deadlines. If Technician fails to successfully onboard to Melio within the 30-day grace period, all payments for previously completed work up to the time Technician successfully onboards, shall be forfeited by Technician, removed from BOLD's system, and those outstanding payments shall no longer be owed by BOLD to Technician. 
    • Service compensation is agreed upon between BOLD Account Manager and Technician on a job-by-job basis in writing via SMS or email.
    • Service compensation agreed upon between BOLD Account Manager and Technician prior to work commencement is final. Technician waives its right to adjust compensation during or after job completion.

    1B. Technology

    • Technician is required to use all technology directed by BOLD. This includes the use of Beans.ai, Salesforce Field Service, and any other digital form or technology, as directed by BOLD or its Account Managers.
    • While Technician is performing work, BOLD uses live GPS tracking software to monitor job progress. Technician is required to share location through such software while performing work on behalf of BOLD. This includes Technician sharing location while picking up freight from terminals, enroute to job sites, or performing work at service addresses.

    1C. Freight Pickup Procedures

    • If Technician is completing a freight terminal pickup, Technician is required to complete BOLD's Dock Pickup Form. This form will be made available via BOLD provided software and must be completed while Technician is still at the freight center, PRIOR to accepting and signing for the freight.
    • If Technician signs for damaged freight prior to receiving written approval from BOLD Account Manager, product damage and associated financial remuneration will be borne by Technician.
    • BOLD may deduct money from previously completed jobs to cover the cost of product damage and/or property damage to freight terminal or service locations. BOLD has no obligation to provide Technician receipts or evidence of damage remediation costs.
    • For a job where damage occurs, Technician is held responsible, and agreed upon service compensation is less than the total cost of damage remediation, BOLD reserves the right to withhold or deduct compensation from any jobs previously completed by Technician or its affiliates. If the full balance of damage remediation is still not satisfied, service compensation from future jobs between BOLD and Technician may be withheld until full damage remediation costs are satisfied.

    1D. Job Completion Procedures

    • When completing a job, Technician is required to submit BOLD's Job Completion Form PRIOR to leaving the service location.
    • If BOLD's Account Manager has specific job completion workflow requirements, Technician must ensure these are finalized prior to leaving the service location.
    • Job Completion Form will be provided to Technician via BOLD's job scheduling software (Beans, Salesforce Field Service, etc.).

    1E. Professionalism

    • Technician must wear professional and appropriate attire on all job sites while performing work on behalf of BOLD. Technician and its affiliates must have proper footwear and safety equipment. All clothing must be clean, hygienic, and appropriate to enter professional work environments.
    • Technician and its affiliates will refrain from using profanity or inappropriate language while performing work on behalf of BOLD.
    • If Technician is operating a branded vehicle (with company name or logo), prior written approval from BOLD Account Manager is required before taking vehicle to service location.
    • Under no circumstance is Technician permitted to discuss compensation or financial details related to services being provided or products being handled. This applies to communication between Technician and consignee, freight terminal staff, or any other third-parties Technician interacts with while performing work on behalf of BOLD.
    • Slanderous comments about BOLD or its employees made by Technician or its affiliates is prohibited and will result in immediate termination of this Agreement and Technician's removal from BOLD's contractor network.

    1F. Damage Procedures 

    • As a logistics professional and independent contractor, Technician is financially responsible for product and property damage in any of the following scenarios. For avoidance of doubt, the scenarios below are illustrative examples and do not represent the exhaustive list of scenarios in which Technician would assume full financial responsibility for product and/or property damage:
      • Damage is discovered by Technician at the freight terminal during pickup. The Technician or its affiliates sign for the freight without first receiving prior written approval from BOLD Account Manager to accept the freight.
      • Product or property damage is caused during Technician's handling of the freight. This includes Technician transporting, loading, unloading, delivering, extracting, and/or installing products on behalf of BOLD.
      • Any product or property damage caused by Technician's affiliates, contractors, employees, or freight center agents under the supervision of Technician shall be borne entirely by the Technician.
    • BOLD will investigate damage claims, evaluate facts and perspectives, and come to a determination of how and when product and/or property damage was caused. Such determination shall be made by BOLD in its sole and absolute discretion. Technician waives its right to challenge such determination at the time it is made, or anytime in the future.

     

    Section 2 | General Terms


    2A. Confidentiality. Technician acknowledges that it will be necessary for BOLD to disclose certain confidential and proprietary information to the Technician in order for Technician to perform its duties under this Agreement (“Confidential Information”). The Technician acknowledges that disclosure to a third-party or misuse of this Confidential Information would irreparably harm BOLD. Accordingly, the Technician will not disclose or use, either during or after the term of this Agreement, any Confidential Information of BOLD without BOLD’s prior written permission except to the extent necessary to perform the commitments contained in this Agreement. Proprietary or Confidential Information includes, but is not limited to: 

    • The written, printed, graphic, or electronically recorded materials furnished by BOLD.
    • Any written or tangible information stamped "confidential," "proprietary," or with a similar legend, or any information that BOLD makes reasonable efforts to maintain the secrecy of, business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries and improvements of any kind, sales projections, and pricing information.
    • Information belonging to customers and suppliers of BOLD about whom the Technician gained knowledge as a result of this Agreement and the services performed on behalf of BOLD.

    2B. Ownership; Rights; Publicity. BOLD shall own all right, title and interest (including patent rights, copyright rights, trade secret rights, mask work rights, trademark rights, sui generis database rights and all other rights of any sort throughout the world) relating to any and all inventions (whether or not patentable), works of authorship, mask works, designations, designs, know-how, ideas and information made or conceived or reduced to practice, in whole or in part, by Technician in connection with the services or any Confidential Information (collectively, “Inventions”) and Technician will promptly disclose and provide all Inventions to BOLD. All Inventions are works made for hire to the extent allowed by law. In addition, if any Invention does not qualify as a work made for hire, Technician hereby makes all assignments necessary to accomplish the foregoing ownership. Technician shall further assist BOLD to further evidence, record and perfect such assignments, and to perfect, obtain, maintain, enforce, and defend any rights assigned to BOLD. Technician hereby irrevocably designates and appoints BOLD and its agents as attorneys-in-fact to act for and in Technician's behalf to execute and file any document and to do all other lawfully permitted acts to further the foregoing with the same legal force and effect as if executed by Technician. BOLD is entitled to use the Technician's name and/or likeness use in its advertising and other materials.


    2C. Non-Solicitation of Employees. During the term of Technician's service for BOLD, and for a period of twelve (12) months immediately thereafter, Technician agrees not to solicit any employee or independent contractor of BOLD on behalf of any other business enterprise, nor shall Technician induce any other employee or independent contractor associated with BOLD to terminate or breach an employment, contractual or other relationship with BOLD.

    2D. Non-Solicitation of Customers. During the life of this Agreement, and for a period of twenty-four (24) months following the termination of the Technician's relationship with BOLD, Technician shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of BOLD or any other information pertaining to them. Technician shall not call on, solicit, take away, or attempt to call on, solicit, or take away any customer of BOLD on whom Technician has communicated with, worked with, or became acquainted with during the Technician's term of service with BOLD, as a direct or indirect result of Technician's service or work with BOLD.

    2E. Limitation of Liability. In no event shall BOLD be liable to Technician or to any third party for any loss of use, revenue or profit or loss of data or for any consequential, incidental, indirect, exemplary, special, or punitive damages, whether arising out of breach of contract, tort (including negligence), or otherwise, regardless of whether such damage was foreseeable and whether or not BOLD has been advised of the possibility of such damages, and notwithstanding the failure of any agreed or other remedy of its essential purpose. In no event shall BOLD’s aggregate liability arising out of or related to this Agreement, whether arising out of or related to breach of contract, tort (including negligence), or otherwise, exceed the aggregate amounts paid to the Technician pursuant to this Agreement.

    2F. Indemnification. The Technician shall release, defend, indemnify, and hold harmless BOLD and its officers, agents, affiliates, and employees from all suits, actions, or claims of any injuries or damage, or loss (real or alleged) received or sustained by any person, persons, or property, arising out of the services provided under this Agreement, including but not limited to any claims for personal injury, property damage, or infringement of copyright, patent, or other proprietary rights.

    2G. Expenses. Technician shall be responsible for all expenses incurred while performing services under this Agreement. This includes automobile, truck, ridesharing, and other travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone expenses; meals; and all salary, expenses, and other compensation paid to employees or contract personnel the Technician hires to complete the services under this Agreement.

    2H. Vehicles and Equipment. Technician will furnish all vehicles, equipment, tools, and materials used to provide services required by this Agreement.

    2I. Independent Contractor Status. Each Party shall be and act as an independent contractor and not a partner, joint venturer, employee, or agent of the other and shall not bind nor attempt to bind the other to any contract. Technician is an independent contractor and is solely responsible for all taxes, withholdings, and other statutory or contractual obligations of any sort, including, but not limited to, workers’ compensation insurance. In its capacity as an independent contractor, Technician agrees and represents, and BOLD agrees as follows:

    • Technician has the right to perform services for others during the term of this Agreement;
    • Technician shall be required to wear appropriate attire on all job sites while performing work on BOLD's behalf, as outlined in Section 1E;
    • The services required by this Agreement shall be performed by Technician or its direct employees;
    • Technician's employees, management team, or contract personnel shall not hire, supervise, or pay any assistants or other third parties to help Technician perform services;
    • Neither Technician nor Technician's employees or contract personnel shall receive any training from BOLD in the professional skills necessary to perform the services required by this Agreement; and
    • Technician shall not be required to devote full time to the performance of the services required by this Agreement.

    2J. Business Licenses, Permits, and Certificates. Technician represents and warrants that Technician and Technician's employees, and contract personnel will comply with all federal, state, and local laws requiring drivers and other licenses, business permits, and certificates required to carry out the services to be performed under this Agreement.

    2K. State and Federal Taxes. Technician agrees and understands that BOLD will not:

    • Withhold FICA (Social Security and Medicare taxes) from Technician's payments or make FICA payments on Technician's behalf;
    • Make state or federal unemployment compensation contributions on Technician's behalf;
    • Withhold state or federal income tax from Technician's payments; or
    • Withhold or make any other payments whatsoever required by the federal, state, or local municipal governments on Technician's behalf.

    Technician shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Technician is not a corporation, self-employment (Social Security) taxes. Upon demand, Technician shall provide BOLD with proof that such payments have been made.

    2L. Fringe Benefits. Technician understands that neither Technician nor Technician's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan offered by BOLD.

    2M. Unemployment Compensation. BOLD shall make no state or federal unemployment compensation payments on behalf of Technician or Technician's employees or contract personnel. Technician will not be entitled to these benefits in connection with work performed under this Agreement.

    2N. Workers' Compensation. BOLD shall not obtain workers' compensation insurance on behalf of Technician or Technician's employees or contract personnel. If Technician hires employees to perform any work under this Agreement, Technician will cover them with workers' compensation insurance to the extent required by law and provide BOLD with a certificate of workers' compensation insurance before the employees begin the work.

    2O. Insurance. BOLD shall not provide insurance coverage of any kind for Technician or Technician's employees or contract personnel. Technician shall obtain the following insurance coverage and maintain it during the entire term of this Agreement:

    • Automobile liability insurance for each vehicle used in the performance of this Agreement -- including owned, non-owned (for example, owned by Technician's employees), leased, or hired vehicles -- in the minimum amount of coverage required in the state where services are being performed (or greater) for bodily injury and property damage.
    • Comprehensive or commercial general liability insurance coverage in the minimum amount of coverage required in the state where services are being performed (or greater) for bodily injury, personal injury, broad form property damage, contractual liability, and cross-liability.
    • Workers compensation insurance in accordance with Section 2N above
      Before commencing any work, Technician shall provide BOLD with proof of this insurance and with proof that BOLD has been made an additional insured under the policies.

    2P. Termination. BOLD may terminate this Agreement at any time and for any reason or no reason at all, with no written notice period requirement to the Technician. In such instance, Technician shall be paid any money owed for previous successfully completed jobs, net of any withholding due to product or property damage or BOLD convenience charges. BOLD reserves the right to withhold payments to the Technician after termination if BOLD determines the Technician has breached any provision contained within this Agreement. The Technician may terminate this Agreement with thirty (30) business days prior written notice to BOLD of such termination.

    2Q. No Exclusivity. BOLD and Technician acknowledge that this Agreement does not create an exclusive relationship between the parties. BOLD is free to engage others to perform services of the same or similar nature to those provided by the Technician without penalty or restriction.

    2R. Assignment and Delegation. BOLD may assign rights and may delegate duties under this Agreement. Technician may not assign or subcontract any rights or delegate any of its duties under this Agreement without BOLD's prior written approval.

    2S. Severability. This Agreement shall remain in effect in the event a section or provision is unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting the effect of another provision or section. In such case, the affected provision or section shall be enforced as so limited.

    2T. Entire Agreement. This Agreement, along with any attachments or addendums, represents the entire agreement between the parties. Therefore, this Agreement supersedes any prior agreements, promises, conditions, or understandings between the parties, both oral and written.

    2U. Injunctive Relief. Technician hereby acknowledges: (i) that BOLD will suffer irreparable harm if Technician should breach their obligations under this Agreement; and (ii) that monetary damages will be inadequate to compensate BOLD for such a breach. Therefore, if Technician breaches any such provisions, then BOLD shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

    2V. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois without regard to the conflicts of laws provisions thereof. Any legal action or proceeding relating to this Agreement shall be brought exclusively in the state or federal courts located in Cook County, Illinois, and each party consents to the jurisdiction thereof.

    2W. Changes to Terms and Conditions. BOLD reserves the right to update or modify these Terms and Conditions at any time without prior notice to Technician. Technician's continued acceptance of work after any such changes constitutes Technician's acceptance of the new Terms and Conditions. It is Technician's obligation to regularly check www.trainbold.com/technicians for updates to all terms and conditions. BOLD is not obligated to inform Technician of any changes, updates, revisions, or amendments to the Technician Service Agreement.

     

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