Independent Contractor Agreement

1st June 2016

“Staff” using Our “NES” Online Jobs System to View, Apply & Work Jobs for our “Clients”

Last Updated November 15, 2023

Azentra Inc., doing business as National Event Staffing (“NES” or “We”), provides Services for use by individuals and/or organizations (Clients) seeking to engage Personnel to provide services at events they are organizing and/or hosting.

We provide a job board for Clients to post work opportunities at events they are holding in both the USA and Canada. Individuals or organizations seeking work opportunities (“Personnel” or “You” or “Staff”) have the opportunity to use our platform to obtain temporary work providing services at these events.

When you apply for and agree to become a staff member of the NES Personnel team,

(a) You represent that you have read, understand and agree to our Privacy Policy found at;

(b) You represent that you have read, understand and agree to our general Website Terms of Use found at

(c) You agree to these Terms and Conditions.

  1. Your User Account

1.1       You can sign up for a User Account on our Website. If you do register, you agree and warrant that any information you provide to is true and accurate and you will inform us promptly of any changes to the information provided.

1.2       You acknowledge that We have both a free Staff User Account (“Basic Account”) and a paid Staff User Account (“Pro Account”) which provide different features. The Pro Account provides a more extensive range of functions. For more information on the additional features of the Pro Account please visit

For further information on the Pro Staff Account please see the section on Paid Services below.

1.3       You are responsible for maintaining the confidentiality of your username and password and agree and warrant that you will not provide it to any other person without NES’ consent..

1.4       We reserve the right at all times to terminate your User Account immediately at our discretion for any reason.

1.5       You may close your User Account at any time by contacting NES by email at our contact details listed at

1.6       You understand and acknowledge that you have no ownership rights in your User Account and that if  you close, or we terminate, your User Account, all information in relation to that account may be deleted, subject to the terms of our Privacy Policy.

1.7       You will be asked to create a profile for Your User Account that asks you to provide various personal and work related details. You must not:

  • post any untruthful, deceptive, misleading or fraudulent information on your profile; or
  • post any information in your profile that would be in violation of the rights of a third party, including any privacy rights or any other rights of any person or entity;
  1. Paid Pro Staff Account

2.1       You acknowledge that the Basic Account for use by you is free of charge. If you use the Basic Account, you only have access to certain basic functions and information but you are still bound by the terms and conditions of this Agreement. A more extensive range of functions is available to you if you purchase the Pro Account (“Paid Services”).

2.2       Please visit for information on the respective current pricing and features of the Pro Account. All prices stated include all relevant taxes.

2.3       Fees for the Paid Services are collected at the point of sale of Paid Services through the immediate payment of an initial amount. You must provide all the details of your preferred payment method, such payment methods being online card payment via MasterCard, Visa or American Express, to allow us to take an initial amount. The initial amount will be payment in advance for a minimum term of the Paid Service outlined on our Website.  The term for which you have access to the Paid Service will renew automatically and, if so, the renewal fee is collected in advance at the start of the relevant renewal period. You authorize us to charge your preferred payment method for any Paid Services you purchase, any automatic renewal of such Paid Services, and any other authorized fees owed to us by you.

2.4       If you wish to cancel any Paid Service, you must notify us prior to the renewal date at the details listed at the Contact Us page of our Website.

2.5       The cancellation of a Paid Service will take effect at the end of the minimum term currently in effect at the time you notify us of your intent to cancel the Paid Service. You will retain access to the Paid Service until the cancellation takes effect. No refund will be due or paid by us for the remaining period of any minimum term following the date you express your intention to cancel the Paid Service. Where Your User Account is terminated by us no refund will be due or paid by us. If you insist on n early cancellation of your account we will immediately, cancel and deactivate your account and charge your card on file with us a $100 penalty fee for this early cancellation.

2.6       For any behaviour before, after or while working with our clients that we deem to be contrary to our policies and procedures and while your Paid Service is current we will immediately, cancel and deactivate your account and charge your card on file with us a $100 penalty fee for this early cancellation.

  1. Client Jobs

3.1       Clients provide the details of jobs for us to post on our Website (“Job Listings”). We do not verify the accuracy or truthfulness of Job Listings and do not endorse or accept responsibility for any Job Listing or content in relation to the same, including any requirements, information, or statement contained therein.

3.2       Although we prohibit any discriminatory, indecent or objectionable requirements or content in Job Listings, you acknowledge that we shall have no liability or responsibility for the content of any job postings.

3.3       We may monitor and remove or modify any Job Listings that we feel contravene our guidelines and, in our sole discretion, feel are inappropriate, but we do not have any obligation to do so.

  1. Applying for Jobs

4.1       You acknowledge and agree that you are solely responsible for your User profile and the accuracy and truthfulness of your profile or any other supporting material used to apply for any Job Listing. Your profile must describe you as an individual person and not use any aliases or fictional characters.

4.2       When you apply for any Job Listing, you are authorizing us to transfer your profile details and any other relevant information you provide to that Client. You are further authorizing us to contact you regarding any Job Listing that we feel may be relevant to you.

4.3       We do not guarantee or warrant that any material or communications you submit to us via a Job Listing will reach that Client, or that any subsequent communication from a Client will reach you.

4.4       We do not guarantee or warrant that you will obtain any work by use of our Services.

  1. Acceptance of Jobs

5.1      Where you are offered and accept a Job, we agree to engage you as an independent contractor and you agree to provide us with marketing and promotional services (“Services”) on a non-exclusive basis. For the avoidance of doubt, you retain the right to perform services for others during the term of this Agreement.

5.2       Services will be performed by you to fulfill agreements NES makes with our Clients to supply services at various promotional events from time to time (“Assignments”).

5.3       We may, in our sole discretion, offer Assignments from time to time to you for acceptance but we are under no obligation to offer such Assignments.

5.4       You will accept those Assignments you wish to undertake but you are under no obligation to accept any Assignments.

5.5       It is expressly understood that you are an independent contractor and that this Agreement will not make you an agent, employee, partner or joint venture of or with NES or our Client. No such relationship will arise or exist between you and NES or you and any of our Clients during the Term of this Agreement and you will not make any representations, public or otherwise, to the contrary.

5.6       It is expressly understood that you do not have the authority to create any binding obligations on behalf of NES or any of our Clients.

  1. Conduct of Jobs

6.1       We will inform you of the location, dates and times at which you are required to be present at the Assignment.

6.2       Our Client is responsible for providing you with further details of the Assignment and to direct the conduct of the Assignment. NES does not control the manor or means by which you accomplish the assignment once assigned to a client.

6.3       Following the completion of any Assignment, you will promptly return all Client property, records, files, documents, materials and any other proprietary or Confidential Information, and all copies of the same to the Client.

6.4       Except as otherwise provided in this Agreement, your obligations with respect to any individual Assignment will end upon the completion or termination of such Assignment. For the avoidance of doubt, your general obligations not connected to any one Assignment as outlined in this Agreement shall not terminate upon completion of any individual Assignment.

  1. Your Representations and Warranties

7.1       You warrant and represent that when you are on an Assignment:

(a) You will:

(i)         use your best efforts to perform all Services in a competent and professional manner;

(ii)        deal with all our Clients and their employees or other contractors professionally and competently;

(iii)      not consume illegal drugs, narcotics, or alcohol;

(b)        You have or have access to the necessary know how, expertise and experience to provide the necessary services inherent in any Assignment.

7.2       You warrant and represent that at all times:

(a)        You will not engage in any deceptive, misleading or unconscionable conduct in any dealings you have with us or any of our Clients;

(b)        You will not during the term of this Agreement or thereafter do any act or make any representations public or private that may detract from our or our Client’s good standing and reputation or interfere with our or our Client’s business; and

(c)        You will comply with all legal and regulatory requirements, including but not limited to, all federal, state and local laws, rules and ordinances regarding business permits, licenses, orders, approvals, taxes, and insurance of any kind that are required of you by any federal, state or local governmental or regulatory body in performing your obligations under this Agreement.

  1. Payment for Assignments

8.1       We will assign you an hourly rate for each individual Assignment prior to your acceptance of any Assignment. Only hourly rates that are confirmed in writing from NES prior to acceptance of an assignment will be binding pursuant to this agreement.

8.2       Other than when directed otherwise by us, you will submit a timesheet to NES at the end of each Assignment detailing the number of hours worked, the agreed hourly rate, the total amount due and the details to which payment should be made.

8.3       Other than where indicated otherwise in an agreement between you and NES, invoices submitted by you will be paid by NES.

8.4       In circumstances where we are responsible for making payments to you on behalf of our Client, you will be paid 10 days after we receive final, full and complete payment from the Client. You acknowledge and agree that in some cases payments due to you may take between 30-60 business days to be processed.

8.5       You will be responsible for your own tools, materials, transportation, meals, parking and other expenses, none of which will be reimbursed by NES or any of our Clients

8.6       You expressly acknowledge sole responsibility for all required taxes, withholdings and remittances or other similar obligations under any federal or, state or local law that apply or may apply to any amount paid by us or our Clients pursuant to this Agreement. You agree to indemnify us and hold us harmless from any claims or demands for amounts that are assessed against us or our Clients for which you are responsible

8.6       You understand that you are not eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan provided by NES or our Clients

8.8       You understand that you will only be paid for hours worked. Therefore, should an event be cancelled, you will not be compensated for that Assignment.

8.9.  You agree that, unless otherwise agreed upon by NES, you must provide a minimum of 48 hours notice to us via telephone if you are unable to perform or complete any of the services for any Assignment. You agree that, should you fail to provide such notice or fail to perform any of the services under this Agreement, NES has the right to terminate your account with us.

  1. Confidentiality

9.1   “Confidential Information” means any and all confidential or proprietary information that is or has been received by you from NES or any of our Clients (the “Discloser”) whether prior to or during the term of this Agreement and:

(i) relates to the Discloser’s business, operations or activities; or

(ii) is designated by the Discloser as being confidential; or

(iii) is disclosed in circumstances where Contractor would reasonably understand that the disclosed information would be confidential;

but excludes information that, without a breach of any obligation owed to the Discloser:

(iv) is or subsequently becomes publicly available;

(v) became known to You before the Discloser’s disclosure of such information to the Contractor, as evidenced by Your written records;

(vi) was disclosed by a third party having a lawful right to do so; or

(vii) was independently developed by You not in relation to this Agreement;

and, without limiting the generality of the foregoing, Confidential Information will include trade secrets, data, reports, investigations, customer lists, research, projections, software, certification records, designs, plans, programs, strategies, government filings and all other confidential concepts, know-how, methods of doing business, ideas, materials or information prepared or performed by or on behalf of the Discloser.

9.2       Any Confidential Information disclosed will be used solely by the Contractor in connection with the Services rendered on behalf of NES or NES Clients..

9.3       From the date hereof and onwards, you will not directly or indirectly, disclose or use Confidential Information for any purpose other than set out in this Agreement, except where:

(a)        You had prior experience, know-how and information upon which the Confidential Information was built or based and you are using the Confidential Information in a manner consistent with the other provisions of this Agreement;

(b)        You have received the prior written approval of the Discloser to use or disclose the particular information in a manner not already expressly authorized by the terms of this Agreement; or

(c)        You are compelled to disclose the information by law or regulatory order, provided that You will first notify the Discloser before such disclosure in order to give the Discloser a reasonable opportunity to seek an appropriate protective order and/or waive compliance with the terms of this Agreement and if You are still required to make a disclosure, You will disclose only as much of the information as is required by law or regulatory order.

9.4       You will notify the Discloser in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement and will reasonably cooperate with the Discloser to regain possession of such Confidential Information and prevent its further unauthorized use or disclosure.

9.5       Within five (5) business days of receipt of the Discloser’s request, you will destroy or return to the Discloser all materials containing Confidential Information, and at the Discloser’s option, you will certify that it has fully satisfied this request.

9.6       You agree and acknowledge that a violation by you of this clause 9 of this Agreement would result in irreparable injury to the Discloser for which the Discloser would have no adequate remedy at law. Therefore, the Discloser will be entitled to all equitable remedies to enforce this Agreement, including an injunction, to prevent violation(s) of this Agreement. In the event that the Discloser prevails in any such action, the Discloser will be entitled to recover its reasonable attorneys’ fees and costs from you, as well as any damages awarded by a court of law.

9.7.      This Clause 9 shall survive the termination of this Agreement.

  1. Promotional Material

10.1       You acknowledge and agree that NES, our agents, employees, licensees or Clients may make images, videos, sound recordings or other forms of media (the “Works”) of you to promote our business or the business of our Clients and you hereby grant to NES all ownership rights and the absolute and irrevocable right and permission to use, publish or license the Works for any purpose in connection with our business or the business of our Clients other than where such a purpose would be a contravention of any applicable law, and without limitation as to frequency, location or medium. This grant of rights is absolute and is not subject to any further permission or inspection by you, and you waive application of California Civil Code section 3344 or any similar statutory or judicially created rights of any other States and Provinces.

10.2     You grant to NES, our agents, employees, licensees or Clients the right without restriction to modify, edit, adapt, dispose, and electronically alter the Works including without limitation the right to use the Works in conjunction with other works, as well as to reproduce the Works, in whole or in part, without compensation to or additional consent from You.

10.3     NES, our agents, employees or licensees may use the Works without credit or reference to your name or under any fictitious name.

10.4    You agree to assign and transfer to NES, its successors and assigns, the entire right, title, and interest in and to all copyrights in any images, videos, sound recordings or other forms of media that you create or produce while you are rendering services under this Agreement. You also agree to assign and transfer all registrations and copyright applications relating to such works and all renewals and extensions thereof; all works based upon, derived from, or incorporating the works; and all income, royalties, damages, claims and payments now or hereafter due or payable with respect thereto. You agree to execute all papers and to perform any other necessary acts that NES might deem necessary in order to secure for NES the rights herein assigned.

  1. Liability and Indemnity

11.1     You, at your own expense, will indemnify, hold harmless and defend NES, and, as applicable, our directors, officers, employees and agents, against any adverse consequences that we suffer arising from or relating to any negligent act or omission or willful misconduct including but not limited to any breach of your obligations under this Agreement or under applicable law, by you or your employees, contractors or agents. For purposes of this Agreement, “adverse consequences” will mean all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, injunctions, judgments, orders, decrees, rulings, damages, costs, liabilities, obligations, losses, expenses, and fees including, without limitation, court costs and reasonable legal fees.

11.2     As a condition to the foregoing indemnity obligation, you agree to pay any costs and damages finally awarded, including any settlement amounts, against NES.

11.3     Notwithstanding any other provision of this Agreement and where allowed by applicable law, our liability to you for any type of damages is limited to the amount of your total compensation due under this Agreement.

11.4     The limitation of liability set out herein will apply to the Agreement as as a whole, and irrespective of the nature of the cause of action or claim, including but not limited to breach of contract, tort (including negligence) or any other legal theory, a fundamental or material breach or breaches and/or failure of the essential purpose of the Agreement or any remedy contained therein. The allocations of liability in this section represent the agreed and bargained for understanding of the parties.

11.5     You hereby waive your rights to recover from us any consequential, indirect, or incidental damages (including, but not limited to, loss of use, income, profits, financing or reputation), arising out of, or related to, this Agreement.

11.6 This Clause 11 will survive the termination of this Agreement.

  1. General Provisions

12.1     Entire Agreement/No Waiver. This Agreement is the entire agreement and understanding between NES and Contractor with respect to the subject of this Agreement. No waiver by us of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

12.2     Severability. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

12.3     Assignment. You will not voluntarily or by operation of law assign or otherwise transfer your obligations under this Agreement without our prior written consent.

12.4.    Amendment. This Agreement is subject to amendment from time to time. Amendments will become effective immediately. Please see the last updated legend displayed at the top of this page that shows the last date these Terms of Use were updated. We will notify you by email at the email address provided by you, of any such changes. Your continued use of our Services constitutes your acceptance of any amendment. We encourage you to check this page regularly for any changes.

12.5     Electronic Notices and Transactions. You agree to transact with us electronically, including without limitation, agreeing to this Agreement. You authorize us to provide you with terms and important notices about us and your transactions to the email address you provided us with at registration. It is your duty to keep your email address accurate and up to date and to maintain a valid email address and to ensure that emails we send you are not filtered or stopped by spam filters or other types of email blocking functionalities. You must provide any notices to us by email provided by us to you or through the Contact Us section on Our Website.

12.6     Applicable Law and Venue. This Agreement and each of the documents contemplated by or delivered under or in connection with this Agreement are governed by and are to be construed in accordance with the Laws of the Province of Ontario, Canada. The parties to this Agreement hereby irrevocably and unconditionally attorney to the exclusive jurisdiction of the courts of Toronto, Ontario, Canada.

     13. Toll Free SMS Verification Communication Acceptance and Information

13.1    By providing your phone number during your staff sign up process and/or by calling or texting this number 866-565-9939 you agree to receive Informational text messages with information such as Account Updates and Schedules and Reminders, If at any time you no longer wish to receive text messages, you may opt-out by replying or sending “STOP” to 866-565-9939