Version: v0.4g | Effective date: September 1, 2025
Entity: AMP Associated Marketing Professionals ("AMP")
Purpose. These Terms set the standard conditions for working with AMP as an Associate (independent contractor). When you acknowledge them online, you agree that they apply to each Assignment you accept from AMP until you opt out or your Associate status ends. We may update these Terms with notice, as outlined below.
1. Key Definitions
When we use the following terms, here’s what we mean:
- Associate: you (the individual or company) that accepts these Terms.
- Assignment: the work you accept from AMP, as described in an accepted Scope of Work (SOW) or email confirmation.
- Scope of Work (SOW): a project‑specific document or email from AMP that outlines objectives, key tasks, timelines, fees/rates, and any special instructions.
- Deliverables: any work product created for an Assignment.
- AMP Platforms: the tools and systems AMP asks you to use (e.g., Teamwork, email, shared drives).
- Confidential Information: non-public information described in §8.
2. Acceptance, Duration & Updates
By checking the box and clicking 'I agree', you confirm you have the authority to bind yourself/your company and you agree to be bound by these Terms. You agree that these Terms will automatically govern every Assignment you accept after acknowledgement. Either of us may end your Associate status by written notice; doing so does not cancel active Assignments unless we both agree in writing. We may update these Terms from time to time. For material changes, we agree to give you notice by email and/or within AMP Platforms 30 days before they take effect, where feasible (or sooner if required by law or security). If you accept a new Assignment after the effective date, or continue performing an active Assignment after notice, you agree to the updated Terms.
3. Independent Contractor Status
You agree that you are engaged as an independent contractor. These Terms do not create employment, partnership, joint venture, or agency. You agree to be responsible for your taxes, remittances, benefits, insurance, permits, and legal compliance.
You may accurately state your relationship as an Associate (Independent Contractor) or Freelancer with AMP, including associating your profile with AMP’s LinkedIn page and listing AMP projects in your experience while engagements are active, subject to §7.5 and client confidentiality. You agree to (a) clearly indicate your independent contractor status (e.g., 'Contract,' 'Freelance,' or 'Associate'), (b) not hold yourself out as an employee, officer, or agent of AMP, (c) not speak on behalf of or bind AMP, and (d) follow §7.5 (Portfolio & Publicity), any AMP brand guidelines we share, and applicable confidentiality obligations. When your Associate status ends, you agree to update your profiles to reflect accurate dates of engagement.
4. Project Assignment (SOW & Quotes)
When inviting you to a project, AMP will share a Scope of Work (SOW) that outlines objectives, key tasks, expected timelines, and any known deliverables. You agree to respond with a written quote that includes your estimated hours and hourly rate (or a fixed fee if you prefer). AMP will confirm acceptance in writing (email is sufficient) before you begin.
If AMP requests ad-hoc support without a prior SOW, you agree that work may proceed on a time‑and‑materials basis at your last AMP-approved hourly rate or the rate confirmed in AMP’s email authorization, provided you have written authorization (email is sufficient) to proceed and you record time in the tools we specify.
5. Fees, Expenses & Invoicing
5.1 Agreement up front. We agree that fees—whether a fixed price or hourly rate—will be agreed in writing before work begins for each Assignment. Where AMP requests ad-hoc support without a SOW, billing will default to time-and-materials at your last AMP‑approved hourly rate or the rate confirmed in AMP’s email authorization for actual time worked. Where relevant, the SOW will also specify currency, applicable taxes, and any required billing references.
5.2 Timekeeping. If an Assignment is billed hourly, you agree to accurately record your time in AMP‑specified tools and, on request, provide summaries sufficient for AMP to verify the invoice.
5.3 Invoicing. Unless the SOW states otherwise, you agree to issue invoices monthly in Canadian funds, including applicable taxes and any purchase order or project identifiers needed for processing. If the SOW specifies a different currency, that currency applies.
5.4 Expenses. You agree to obtain prior written approval for reimbursable out‑of‑pocket expenses and to support claims with itemized receipts. Travel time is not billable unless the SOW expressly allows it.
5.5 Price holds. Once AMP has accepted a fixed price or hourly rate for an Assignment, that pricing will remain in effect for the duration of that Assignment. For Assignments that renew from year to year (or on a similar renewal cycle), if your original quote did not include the renewal term, you may propose updated fees or hourly rates to apply to the renewal period; any such change will take effect only upon AMP’s written confirmation prior to the renewal being accepted. Mid‑Assignment scope changes require a written change order approved by both parties before additional work proceeds.
5.6 Payment timing. Unless otherwise specified in the SOW, AMP agrees to pay approved invoices within 30 days of receiving a proper.
6. Communication & Reporting
You agree to provide reasonable progress updates, flag risks early, and attend check‑ins as requested. We agree to identify the channels and cadence for updates in the SOW (e.g., during a weekly project briefing call) and to respond promptly to reasonable requests for direction.
7. Intellectual Property (IP) & Portfolio Use
7.1 Ownership. As between us, and subject to §7.2, you agree that AMP will own all rights in the Deliverables. You agree to assign to AMP all IP rights in the Deliverables upon creation and, where required, upon AMP’s payment of applicable fees, and to sign reasonable documents needed to perfect AMP’s ownership.
7.2 Pre-existing materials. You retain ownership of any pre‑existing IP you use to deliver the work. You agree to grant AMP a perpetual, worldwide, royalty‑free, transferable, sublicensable licence to use that pre‑existing IP to the extent it is incorporated in, or necessary to use, the Deliverables.
7.3 Further assurances. You agree to provide reasonable assistance and execute documents that AMP may request to confirm or register AMP’s rights in the Deliverables.
7.4 Third-Party & Open‑Source. You agree not to include third‑party or open‑source components without AMP’s written approval; if approved, you agree to provide licence details and to comply with any notice/attribution requirements.
7.5 Portfolio & Publicity. You agree that use of AMP or client names/logos for marketing requires our prior written consent. Non‑confidential portfolio use of work may be permitted with AMP’s written approval and remains subject to client restrictions and confidentiality obligations.
8. Confidentiality
You agree to treat as Confidential Information any non‑public information disclosed by AMP or its clients/partners, including business, financial, technical, operational, personal, or project information, and any materials marked confidential. You agree to use Confidential Information only for the Assignment, to protect it with safeguards at least as strong as those you apply to your own information, and to limit access to personnel with a need to know who are bound by confidentiality. Information is not confidential if it becomes public without breach, was already known without duty, is independently developed, or is rightfully received without duty. If the law requires disclosure, you agree to give advance notice where lawful so protective steps can be taken. On request or completion, you agree to return or securely destroy Confidential Information and to confirm destruction where feasible.
9. Data Protection & Security
If you access or process personal information, you agree to comply with applicable privacy laws (including PIPEDA and provincial equivalents), to use such information only for the Assignment, to apply reasonable administrative, technical, and physical safeguards, to use AMP‑approved systems for sensitive data, and to promptly notify AMP of any suspected incident affecting AMP data.
10. Conflicts of Interest
You agree to disclose any actual or potential conflict that could affect your impartiality or performance (for example, concurrent work for a directly competing scope). We agree to work with you on mitigation, or to decide not to proceed if a conflict cannot be resolved.
11. Non‑Solicitation
For 24 months after your Associate status ends, you agree not to solicit AMP clients with whom you had direct contact to divert work away from AMP, and not to interfere with AMP’s relationships with its clients, suppliers, or other Associates. Work with mutual suppliers/consultants is permitted with AMP’s consent, which will not be unreasonably withheld.
12. Quality, Compliance & Standards
You agree to perform services in a professional manner consistent with industry standards, and you agree that Deliverables will not knowingly infringe third‑party rights. You also agree to be governed by and comply with AMP’s Code of Professional Conduct (the 'Code'), as linked in these Terms, as it may be updated from time to time. In addition, you agree to comply with applicable laws and with any project‑specific protocols set out in the SOW or otherwise communicated by AMP.
13. Insurance, Liability & Indemnity
If insurance is required for an Assignment, AMP will notify you in the SOW (or by separate written notice) and specify the minimum coverages and limits (for example, CGL and/or E&O). You agree to maintain the notified insurance for the duration of the Assignment and to provide certificates on request.
To the maximum extent permitted by law, we each agree that neither party is liable for indirect, incidental, special, or consequential damages. We each agree that our aggregate liability under these Terms is limited to the fees paid or payable for the Assignment giving rise to the claim in the 12 months preceding the claim, except for breaches of §§8–11 or wilful misconduct. You agree to indemnify and defend AMP against third‑party claims arising from (a) your breach of §§8–11 or law; (b) alleged infringement by Deliverables (excluding AMP‑provided materials); or (c) your gross negligence or wilful misconduct.
14. Termination, Suspension & Survival
Either of us may end your Associate relationship by written notice. AMP may suspend or terminate access to AMP Platforms immediately for cause (for example, breach, security risk, or misconduct). Active Assignments will continue per their terms unless we agree otherwise. Survival. The following survive termination: §§7–13 and 15–20.
15. Governing Law & Dispute Resolution
We both agree that these Terms are governed by the laws of the Province of Ontario. We will attempt to resolve disputes in good faith; if we cannot, the provincial or federal courts located in Ontario will have exclusive jurisdiction.
16. Notices
We agree that formal notices may be delivered by email to the addresses provided at sign‑up or later updated. Notices are deemed given when sent unless a bounce is received. Legal notices to AMP should be sent to (or any updated address AMP designates).
17. Assignment & Subcontracting
You agree not to assign these Terms or subcontract material obligations without AMP’s prior written consent. If you do use approved personnel or subcontractors, you agree that you remain responsible for their work and their compliance with these Terms.
18. Entire Agreement; Precedence
We agree that these Terms plus any accepted Scope of Work (SOW) constitute the entire agreement on their subject matter and supersede prior understandings. If there is a conflict, the SOW controls for scope, timing, and fees; these Terms control for legal/commercial provisions, IP/confidentiality, privacy, and risk allocation
19. Waiver; Severability; Third‑Party Rights
We agree that a failure to enforce is not a waiver. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder will remain in effect. No third‑party beneficiaries are intended
20. Electronic Acceptance & Records
You consent to transact electronically. AMP agrees it may keep electronic records of your acceptance (name, email, timestamp, IP, version). A copy of the current Terms is available on request.
