Independent Contractor Agreement
BARE Mystery Evaluator Agreement and Application

This agreement will govern the relationship between you, an independent contractor, hereinafter referred to as an 'Evaluator', and BARE Associates International Inc. and its subsidiaries according to Annex 1 of this agreement (hereafter BARE or we).

BARE is engaged in the business of developing customer insight programs for its clients that generate, among other things, mystery evaluator reports and audit findings, using varying methods such as on-site visits, telecommunication, web-based, and intercept interviews.
You represent that, in rendering mystery shopping services, you (i) are self-employed, (ii) are engaged in an independent business or occupation, (iii) hold yourself out to the public as independently competent and available to provide your services, (iv) maintain a business or home office and/or address that is separate and apart from BARE, and (v) do not rely exclusively on BARE for obtaining projects.

The reports that are generated from the programs we develop are provided to our clients for the purpose of determining operational successes and opportunities for improvement in such areas as service, sales, product presentation, facility maintenance, and other specifics of the client's operations and personnel.

The Evaluator agrees to the following terms and conditions in accepting projects from BARE:

RELATIONSHIP: Evaluator understands that they operate as an independent contractor. Evaluator is responsible for her/his own liability and workman's compensation and as applicable automotive or any other type of insurance, and holds BARE and its affiliates harmless while performing services on projects obtained hereunder. There is NO employer – employee relationship. Any federal, state, country and other applicable taxes WILL NOT be withheld from payments or reimbursements distributed by BARE. Evaluator is responsible to comply to such taxation regulations. In the US only, a 1099 will be issued to facilitate appropriate reporting of income Evaluator receives hereunder for services performed of $600 or more in any calendar year.

PROJECTS: Project opportunities are offered by varying means on an “as needed”, rotating basis. Evaluator may choose to accept or reject any proposed project. The Evaluator acknowledges and understands that BARE has the option to request services as an independent contractor or choose not to. Similarly, Evaluator retain the right to accept or decline any project that is posted.

The services to be performed will be provided and made accessible by BARE to all contracted Evaluators. The Evaluator is solely responsible for deciding whether to accept or decline the assessments, determining for themselves their ability and willingness to perform the services, and assuming all associated risks. BARE does not influence or interfere in the selection of the services to be evaluated.
The Evaluator is entirely accountable for the risks assumed in each evaluation undertaken. The Evaluator is also fully accountable for all expenses incurred, including but not limited to transportation, insurance, food, accommodation, and other related costs.

ETHICAL CONDUCT: To ensure compliance with the ethical standards of this industry, the Evaluator must not currently be employed by any business they evaluate. Additionally, the Evaluator must not have been employed by any such business within the past year. The Evaluator must refrain from accepting any projects related to their current or former employer, as doing so would constitute a direct violation of this agreement.

ANTI-FRAUD POLICY: BARE is dedicated to providing reliable data to its clients. Fraudulent behaviour and the actions taken to address it are outlined in the BARE Anti Fraud Policy. Any violation of this policy constitutes a breach of contract and will result in the consequences detailed in both the policy and this agreement. The Anti-Fraud Policy is an integral part of this contract, and by registering with BARE, the Evaluator agrees to adhere to its terms.

COMPENSATION:
Payments issued by BARE USA – Fees for services rendered and reimbursement for previously approved or included expenses will be processed through our payment provider, Tipalti, by the 18th of the month following the month in which projects were properly completed and submitted in accordance with project requirements. An invitation with a link to register and select your preferred payment method with Tipalti will be sent only after the assignment became due for payment.

The account information provided is highly secure and is used solely for processing payments. It is the Evaluator’s responsibility to ensure that registration with Tipalti is completed and kept updated in case of any changes to the information. Fees may apply for rejected payments caused by incorrect banking details and for stop-payments on checks. For a complete list of fees, the FAQ should be reviewed.

Payments within the USA: Tipalti offers a free electronic payment option for U.S. residents, eliminating the risk of paper checks being lost in the mail. To enroll in electronic payments, the Evaluator should select local ACH as the preferred payment method.

Payments outside the USA: Tipalti provides a free electronic payment option for international transactions, known as eCheck, which eliminates the risk of paper checks being lost in the mail. To enroll in electronic payments, the Evaluator should select international ACH as the preferred payment method.

Payments issued by any other BARE Office – Fees for services performed and reimbursement for approved or included expenses will be distributed by bank transfer or another method deemed to be the most cost-effective and efficient. This distribution will occur from the 20th until the end of the month following the month in which projects were properly completed and received according to project requirements. Country-specific payment options are detailed within the Extended Shopper Profile of Apollo. It is important to ensure that the Payment Details section of the Apollo Extended Shopper Profile is completed and kept updated in the event of any changes. Any expense incurred regarding the payment is shared, with BARE covering the sender cost and any other intermediary and beneficiary cost borne by the Evaluator. This rule applies to all payment methods.

FOR ALL PAYMENT TRANSACTIONS – As a courtesy, a notification of payment is sent to the email address on record in the Evaluator's profile. This notification lists the specific projects included in the payment and the amount of fees and/or reimbursements paid. It is important to check this notification carefully and report any discrepancies as soon as possible. For questions about payment for the individual projects listed, the Evaluator should approach their BARE contact person. For questions about the payment transaction itself, the appropriate individual mentioned in the email should be contacted. For all payments, discrepancies must be reported within sixty (60) days from the date of issue (or expected receipt). Payment issues that are more than sixty (60) days old cannot be investigated.

It is acknowledged that BARE relies on the submission of complete and accurate reports in a timely manner, as well as the fulfilment of all client project requirements. Failure to comply with these obligations is likely to undermine BARE's ability to provide useful and accurate reports to its clients and may potentially damage BARE's relationship with its clients. Consequently, if reports are submitted late, incomplete, or inaccurate, or if all project requirements are not met, BARE may adjust or withhold some or all compensation, fees, and reimbursement for allowable expenses. Failure to submit reports timely, completely, and accurately, or failure to meet all project requirements, constitutes a waiver, in whole or in part, of any compensation, fees, and reimbursement for allowable expenses.

It is mutually understood that upon the completion of a project, any and all materials provided by BARE or a client will be returned upon demand. Any compensation due and payable may be withheld until all said materials are received.

The EVALUATOR, hereby PROMISE:
(1) As Data Processor to carry out data processing activities on personal data sent by BARE only to complete tasks that are specified in present contract.
(2) To process any personal data solely based on BARE’s written instructions except if data processing is required by law applicable to the Evaluator; in such case Evaluator must inform BARE about such legal requirement before starting data processing except if informing is prohibited by the legal requirement due to important public interest.
(3) To acknowledge that data processing affects those natural persons who represent BARE’s clients during the completion of the tasks that come from the present agreement (‘Data Subject’).
(4) To handle personal data given to the Evaluator in connection with the specific assignment or data that is aroused during data processing until he/she complete it’s task. After completing the task, the Evaluator must hand data over to BARE according to the rules of this present agreement and to BARE’s orders. Any kind of copies must be cancelled irreversibly (Evaluator is not allowed to make any copies based it’s own decision).
(5) To conduct data processing activity in a way specified in BARE’s instructions, mainly in electronical way or, in case of such a requirement by using paper-based data carriers. Those tasks that can be executed in electronical way must be completed in the electronical systems provided by BARE.
(6) During each project, to process personal data that is specified in the project assignment given by BARE.
(7) Not to use any further data processor, or hand over the tasks of processing any personal data without a written permission of the BARE Project Manager.
(8) To make every information available to BARE, which is necessary to certificate compliance with legal provisions of using Evaluator as data processor.
(9) To provide every and immediate help to BARE to fulfil its obligation to answer any requests about procedure and mechanisms for exercising the rights of the data subject.
(10) In case of any data protection incident in connection with data in or under Evaluators possession (any event affecting data security which lead to any unwanted actions e.g. unauthorized access, loss, disclosure, etc.), to inform BARE immediately after knowledge acquisition. During incident management, Evaluator must provide every technical or other help to BARE for handling the incident, reducing consequences and completing reporting commitment according to BARE’s specifications.
(11) To acknowledge that those provisions of the present contract which are related to the management of personal data must be interpreted on the basis of GDPR Regulation of the European Union / Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation - GDPR)/ . Evaluator must adhere to both GDPR and respective local Data Protection Regulations;
(12) Never to disclose the names and/or locations of BARE clients;
(13) To maintain confidentiality, all findings regarding BARE or BARE clients, whether verbal or written, must be kept confidential. Reports are for the exclusive use and knowledge of BARE clients. Disclosure to third parties without BARE's explicit and prior written consent may warrant legal action;
(14) To avoid compromising, or the perception of compromising, the objectivity and reliability of the Evaluator's findings, it is imperative to never directly contact a BARE client at any level, including unit management or personnel. This applies to any matters regarding a project, the results of the said project, or any reason related to the Evaluator's services and relationship with BARE;
(15) Never to use any BARE materials for purposes other than the mutually agreed-upon project. All forms & materials provided by BARE are copyright protected and remain the exclusive property of BARE and/or its clients;
(16) For a term of five years for Brazil and one year for any other country, after the last day of performing services on a project, the Evaluator agrees not to disclose to any third parties or use or permit the use of any confidential or proprietary information concerning BARE or a client of BARE that was obtained through the relationship with BARE. Confidential information includes, but is not limited to, the content of any forms or materials received, the names and corresponding contact information for clients, prospective clients, and vendors of BARE and its clients, as well as BARE's and its clients' respective business methods, non-public financial information, and other materials and information that reasonably appear to constitute confidential information. Upon the expiration of the aforementioned deadlines, the Evaluator may use the personal data mentioned herein at its own risk, provided that the Evaluator establishes the lawful basis for data processing as an independent data controller. This agreement is regulated by the laws of the Commonwealth of Virginia, as well as the country of domicile.

The Jurisdiction of the BARE entity managing Evaluators country of citizenship is elected, as the only competent one to settle any divergences or doubts regarding the interpretation and application of this contract, to the exclusion of any other, however privileged it may be.

IT IS UNDERSTOOD AND AGREED THAT REPORTS AND RECEIPTS FOR ACCEPTED PROJECTS WILL BE COMPLETED, TRANSMITTED, AND FOLLOW-UP REQUESTS WILL BE ACCEPTED IN A PROFESSIONAL MANNER. BY COMPLETING THE ONLINE APPLICATION TO SOLICIT EVALUATOR PROJECTS FROM BARE, ALL TERMS AND CONDITIONS SPECIFIED ABOVE ARE AGREED TO.

If the terms and conditions specified above are not fully respected by the Evaluator, BARE reserves the right of ceasing the collaboration between BARE and the Evaluator.