Terms of Service

1. Acceptance of these terms

These Terms of Service ("Terms") govern access to and use of the Facioneer website, web application, and mobile app (together, the "Services"), operated by Facioneer Inc. ("Facioneer", "we", "us", or "our"), an Alberta corporation. By creating an account, applying to the Founding Clinic program, or otherwise using the Services, you agree to these Terms. If you are agreeing on behalf of a clinic or other organization, you confirm you have authority to bind that organization.

Acceptance of these Terms, and the version accepted, is recorded against your account for compliance purposes.

2. Who we are

Facioneer operates a technology platform that connects independent dental professionals with dental clinics seeking qualified staff across Canada, beginning in Alberta. We facilitate introductions, scheduling, credential verification, ratings, and payment processing between clinics and professionals — we do not employ professionals, supervise their clinical work, or dictate how clinics operate.

3. Eligibility and accounts

To use the Services you must:

• Be at least 18 years old and able to form a binding contract;
• If signing up as a dental professional, hold a valid, current licence to practise your role in the province where you intend to work;
• If signing up on behalf of a clinic, be authorized to act for that clinic;
• Provide accurate, current information during sign-up and credential verification, and keep it up to date.

Each person and clinic may hold only one active account. You are responsible for keeping your login credentials confidential and for all activity under your account.

4. For clinics

4.1 Fees & billing

Clinics pay a platform fee on each successfully filled shift. The applicable fee structure is shown inside your account after sign-up and depends on your plan (pay-as-you-go or a subscription tier) and shift type (planned, expedited, or priority). Facioneer does not mark up or take a percentage of the professional's hourly rate — the platform fee is separate from, and in addition to, the professional's pay.

Subscription fees, where applicable, are billed monthly and processed through Stripe. Facioneer does not sell an annual or prepaid subscription term through the site; any longer or negotiated term is governed by a separate written agreement between you and Facioneer.

4.2 Worker classification

The clinic is solely responsible for determining the correct worker classification (employee or independent contractor) for each engagement. Facioneer provides classification guidance tools based on CRA guidelines (RC4110) to assist clinics in making informed decisions, but does not determine, validate, or guarantee the correctness of any classification decision.

The classification selected at the time of shift posting is recorded and timestamped for compliance purposes. Clinics should consult their own legal and tax advisors if uncertain about the correct classification for a particular engagement. Misclassification may result in penalties from the Canada Revenue Agency for which the clinic bears sole responsibility.

Facioneer is not an employer, co-employer, or employer of record. The platform facilitates introductions and provides workforce management tools. The employment or contractual relationship exists directly between the clinic and the professional.

4.3 Clinic responsibilities

As a clinic, you agree to:

• Determine the correct worker classification for each engagement in accordance with CRA guidelines;
• Assess whether a professional's qualifications and credentials are suitable for the engagement;
• Ensure compliance with applicable provincial dental regulations and workplace-safety requirements;
• Handle all payroll obligations including deductions, remittances, and tax slips as required by the classification you select;
• Provide a safe working environment for professionals booked through the platform;
• Review and approve timesheets promptly and accurately, and not alter a professional's recorded hours without their agreement;
• Communicate with professionals about a shift through the platform's messaging channel.

5. For professionals

5.1 You are an independent professional

As a dental professional using Facioneer, you act as an independent professional (employee, T4, or incorporated professional corporation, T4A, depending on the classification you select at sign-up). The clinic that books you is your client for that engagement; Facioneer is not your employer and does not supervise or direct your clinical work.

5.2 Your pay

You set your own hourly rate. Clinics pay you through Stripe, our payment partner. Facioneer does not deduct, withhold, or take a percentage from your earnings. Platform fees are charged to the clinic, separately from your pay.

5.3 Credentials & compliance

You are responsible for:

• Maintaining a valid, current licence for your role and province, and notifying Facioneer if your licence is suspended, restricted, or expires;
• Complying with all applicable provincial dental regulations;
• Maintaining appropriate professional insurance where required;
• Honouring confirmed shifts. Repeated late cancellations or no-shows affect your reliability score and may result in suspension, as described in the Reliability Contract presented during sign-up.

5.4 Platform use

As a professional, you agree to:

• Use the platform for its intended purpose — finding and fulfilling dental shifts;
• Communicate with clinics about a shift through the platform's messaging channel;
• Not share your account credentials with anyone else;
• Not circumvent platform fees by arranging paid work with a clinic off-platform once Facioneer has introduced you (see "Non-circumvention & Direct Hire" below).

6. Not an insurance provider

Facioneer is not an insurance provider. Any liability coverage referenced on the platform is facilitated through licensed third-party insurance providers and is subject to their respective terms, conditions, and limitations. Clinics and professionals remain responsible for maintaining any insurance coverage required by applicable regulations or their own risk tolerance.

7. Verification disclaimer

Facioneer performs credential verification (such as confirming licence status with the relevant provincial regulator) as part of onboarding. However, we do not guarantee the ongoing accuracy, completeness, or validity of that information after verification. Clinics remain responsible for confirming that a professional meets their specific requirements for a given engagement.

8. Non-circumvention & Direct Hire

Where Facioneer introduces a professional to a clinic, continued engagements with that professional should be booked through the platform. This protection runs for 90 days from the date of the professional's first completed shift with that clinic (tracked on your account as the engagement's protection period).

Permanent hires are fully supported through our Direct Hire program: a clinic may hire a Facioneer-introduced professional permanently at any time, subject to a one-time Direct Hire conversion fee in lieu of ongoing platform fees. The conversion fee is calculated as a percentage of the professional's agreed first-year salary on a sliding scale that decreases the more shifts the professional has already completed through the platform; the first such conversion for a clinic in its first year is waived. This program does not restrict a professional's right to work elsewhere and does not reduce or delay their pay in any way.

9. Cancellation & shift protection

9.1 Clinic-initiated cancellations

If a clinic cancels a confirmed shift after a professional has accepted it, the professional is entitled to a cancellation credit as compensation for reserved time and lost availability. Because the clinic is charged for the shift when it is accepted, this credit is funded from those pre-collected funds and is never deducted from the professional's future earnings. The amount of the credit depends on how much notice the clinic gives before the scheduled start time:

• 48 hours or more before the scheduled start — no credit; the clinic's shift payment is refunded in full.
• 24 to 48 hours before the scheduled start — a credit equal to 25% of the shift's contracted professional value, subject to a minimum of two hours' pay.
• 2 to 24 hours before the scheduled start — a credit equal to 50% of the shift's contracted professional value, subject to the shift's guaranteed-minimum hours.
• Less than 2 hours before the scheduled start, or a clinic no-show — a credit equal to 100% of the shift's contracted professional value.

These tiers are published in Facioneer's operational guidelines and may be adjusted from time to time on reasonable notice; the tiers that apply to any shift are always those in effect when that shift was confirmed.

9.2 Credit terms

The cancellation credit is separate from Facioneer's platform fee, which is earned when the shift is confirmed and is non-refundable. Payment-processing costs for the shift are charged to the clinic at the time of acceptance and are not deducted from the professional's credit. The credit is initiated to the professional's connected payout account within the same timeframe as ordinary shift payouts and is subject to standard payment-processing timelines.

Facioneer reserves the right to modify the cancellation credit amount, eligibility criteria, and processing terms at any time with reasonable notice to users. Changes will be reflected in updated Terms of Service and communicated via email to affected account holders. Continued use of the platform after notification constitutes acceptance of the updated terms.

9.3 Professional-initiated cancellations

Professionals who cancel a confirmed shift within 24 hours of the scheduled start time will have the cancellation recorded against their reliability score. Repeated late cancellations may result in restricted access to priority shifts or account suspension, as described in the Reliability Contract presented during sign-up. No cancellation fee is charged to the professional.

9.4 Force majeure

Neither party will be penalised for cancellations caused by events beyond reasonable control, including but not limited to severe weather, medical emergencies, or government-mandated closures. Documentation may be requested.

9.5 Clinic responsibility for reversed payments

A clinic that cancels a confirmed shift remains responsible for the full amount charged for that shift. If a clinic initiates a chargeback, payment dispute, or other reversal of a shift for which a cancellation credit has already been issued to a professional, the clinic agrees to reimburse Facioneer for the reversed amount together with any associated processing or dispute fees. Facioneer may recover these amounts from the clinic's account, suspend the clinic's access pending resolution, and pursue any remaining balance as a debt owed.

9.6 Cancelled shifts and standing

A shift that is cancelled by either party is not a completed shift. Cancelled shifts do not count toward a professional's completed-shift totals, reliability standing, or eligibility for any milestone, volume, or loyalty credit — including the completed-shift milestone credit — regardless of whether a cancellation credit was paid for that shift. Only shifts that are worked and approved count toward these totals. This ensures cancellation credits compensate lost time without creating an incentive to book and cancel shifts for progression or reward.

10. Limitation of liability

To the maximum extent permitted by law, Facioneer will not be liable for indirect, incidental, special, or consequential damages arising from use of the Services. Facioneer's total liability to any user under these Terms is limited to the platform fees paid (for clinics) or retained in respect of that user's shifts (for professionals) in the twelve months preceding the claim.

11. Indemnification

You agree to indemnify and hold Facioneer harmless from claims, damages, and expenses arising from your clinical activities, employment or engagement decisions, breach of these Terms, or violation of applicable law.

12. Suspension & termination

Facioneer may suspend or terminate an account for breach of these Terms, fraudulent activity, repeated no-shows or late cancellations, or behaviour that harms other users or the integrity of the platform. You may close your account at any time by contacting us; certain records will be retained as described in our Privacy Policy.

13. Governing law

These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Any disputes will be subject to the exclusive jurisdiction of the courts of Alberta.

14. Changes to these terms

We may update these Terms from time to time as our Services, legal obligations, or this document's legal review evolve. If we make material changes, we will update the version number and "Last updated" date above and, where appropriate, notify account holders directly and request re-acceptance.

15. Contact us

Facioneer Inc. is based in Alberta, Canada. For questions about these Terms, contact us at [email protected]. For privacy-related questions or requests, see our Privacy Policy or email [email protected].