Terms

Florence last updated the Terms of Use (Member Agreement) (“Terms”) on September 28, 2023. We post the current version of the Terms at florenceapp.com/ca/legal. We reserve the right to amend the Terms at any time to account for changes in applicable law and regulations, our services, our practices, and/or the Florence Platform. Please check to see if we have amended these Terms since you last used the Florence Platform. We may but are not obligated to post notice of amendments. By using the Florence Platform or participating in any Florence services after the amendment of these Terms, you are agreeing to comply with and be bound by the amended Terms.

By accessing, visiting or using the Florence Platform, you agree, without limitation or qualification, to be bound by these Terms, and such other additional terms, conditions, rules and policies incorporated by reference, including Florence’s Privacy Notice and Acceptable Use Policy, all as may be modified by us from time to time in our sole discretion. It is therefore important that you review the Terms regularly. If there is a conflict between the provisions in the body of the Terms and any other document incorporated by reference, the provisions in the body of the Terms will prevail.

If you do not agree to the Terms (including the Privacy Notice and Acceptable Use Policy), then you must discontinue accessing and/or using the Platform immediately.
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A. The Florence Platform and Services
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Florence Canada Ltd. (“Florence”, “we”, “us” or “our”) owns and operates an information technology platform consisting of applications, websites, content, and services (collectively referred to as the “Platform”, “Florence Platform”) The Platform enables registered users who are healthcare professionals (“Users”, “you”, “your”) to view and apply for assignments for work at local healthcare facilities.

B. Definitions and Rules of Interpretation
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The following definitions and rules of interpretation apply.

(A) "Account" means an account held by a healthcare professional to access and use the Platform.

(B) "Assignment" is a Vacancy that has been posted to the Florence platform by a Client and has been applied to and booked by a Temporary Worker.

(C) “Business Day” means any day excluding a Saturday, Sunday or statutory holiday in the Province of Ontario.

(D) "Client" means a Member of the Platform who is a provider of healthcare services and operator of healthcare facilities that is regulated by the Ministry of Health and/or the Ministry of Long Term Care, such as but not limited to, long-term care homes or hospitals, and: (i) to whom Florence provides, or seeks to provide, any Staffing Services; and/or (ii) who otherwise accesses the Platform in connection with any potential or actual Staffing Services.

(E) “CNO” means the College of Nurses of Ontario, which is the governing body for Registered Nurses (RNs), Registered Practical Nurses (RPNs) and Nurse Practitioners (NPs) in Ontario. The CNO maintains the “Find a Nurse” registry of all RNs, RPNs and NPs eligible to practice in Ontario.

(F) “Content” includes text, messages, files, graphics, images, software, audio, video, information or other material or content.

(G) “Florence Content” means Content made available by or on behalf of Florence through the Platform or in the provision of our services (by posting, displaying, uploading, publishing, messaging, submitting, transmitting or otherwise), including any third party Content licensed for use to Florence, but excluding Member Content.

(H) "IP Rights" means any right that is granted or recognized under any Canadian, United States, European or foreign legislation regarding patents, copyrights, neighbouring rights, moral rights, trademarks (including trade names and service marks), trade secrets, confidential information, industrial designs, design rights, mask work, integrated circuit topography, privacy and publicity rights and any other statutory provision or common or civil law principle regarding intellectual and industrial property, whether registered or unregistered, and including rights in any application for any of the foregoing.

(I) "Member" means a user of the Platform who completes an Account registration.

(J) "Member Content" means any Content made available by a Member through the Platform (by posting, displaying, uploading, publishing, messaging, submitting, transmitting or otherwise).

(K) “Ministry of Health” is a ministry of the Ontario government, responsible for administering the legislation applicable to regulated health facilities and regulated health professions in Ontario.

(L) “Ministry of Long Term Care” is a ministry of the Ontario government, and is responsible for administering the Fixing Long-Term Care Act, 2021, S.O. 2021, c 39, Sch. 1.

(M) “Nurse” means a Registered Nurse (RN), Registered Practical Nurse (RPN) or Nurse Practitioner (NP) holding a certificate of registration in either the General or Extended classes of registration, as defined by the CNO.

(N) "Privacy Laws" means all legislation and regulatory requirements in force from time to time relating to the use of Personal Information (which includes personal health information for purposes of these Terms) and the privacy of electronic communications, including (i) the Personal Information Protection and Electronic Documents Act (“PIPEDA”) and substantially similar provincial legislation, as well as provincial health information laws as applicable to Members, (ii) An Act to promote the efficiency and adaptability of the Canadian economy by regulating certain activities that discourage reliance on electronic means of carrying out commercial activities, and to amend the Canadian Radio-television and Telecommunications Commission Act, the Competition Act, the Personal Information Protection and Electronic Documents Act and the Telecommunications Act (“CASL”), including as amended, modified or replaced from time to time. “Personal Health Information”, “Personal Information”,  “Custodian”, “Trustee”, “Commissioner” “individual” “agent” “breach” and “person” shall have the meanings ascribed to them in the Privacy Laws.

(O) "Profile" means a Member's Account details providing information about that Member as may be made visible to other Members via the Platform.

(P) "Temporary Worker" means a Member of the Platform who is an independent contractor with Florence, who is Introduced and assigned, or intended to be Introduced and assigned, by Florence to the Client to provide services to the Client.

(Q) "Vacancy" means a specific shift vacancy within the healthcare sector commonly and "Vacancies" shall be construed accordingly.

(R) "Verification Services Provider" means a third party online identification verification services provider whom Florence may appoint from time to time to help obtain and verify information relating to an individual's identity as may change from time to time.

(S) “writing" includes emails and, where applicable, notification sent, received and displayed through the Platform including via a pop-up window or click through notification and "writing" and "written" shall be construed accordingly.

The headings used in these Terms are included for convenience only and will not limit or otherwise affect these Terms. A reference to a statute or statutory provision (a) is a reference to it as amended, extended or re-enacted from time to time; and (b) shall include all subordinate legislation made from time to time under that statute or statutory provision. Every use of the words “including” or “includes” in these Terms is to be construed as meaning “including, without limitation” or “includes, without limitation”

C. General Terms of Use of the Platform

1. If you have any questions about the Platform or the Terms, you can contact us by emailing us at hello.ca@florenceapp.com.

2. If we need to contact you, we will do so by: (i) telephone using the number that we have on file; (ii) notification via the Platform; (iii) email; or (iv) mail at the address that we have on file.

3. All notices given by you to us must be given in writing to the email address set out above. Any notice transmitted by email will be deemed to have been received on the next business day on which it is transmitted. Any notice sent by regular mail will be deemed to have been received on the fifth Business Day after the notice is mailed. Except as otherwise provided herein, we provide notice to you at either the email or postal address you provide to us when using or registering with the Platform.

D. Use of the Platform

1. Subject to compliance with these Terms, you will be entitled to access and use the Platform by means of an Account using a unique username and password. You are responsible for maintaining the confidentiality and security of your Account details, updating your Account details to ensure they are accurate and up-to-date and for any and all activity that occurs under your Account. You will immediately notify us of any actual or suspected unauthorized use or breach of any Account or the Platform. To the maximum extent permissible by applicable law, you acknowledge and agree that in no event will Florence be liable, directly or indirectly, to you for any loss or damage as a result of any activity carried out using your Account.

2. We reserve the right at any time to remove or suspend a Member’s access to the Platform without notice, at our absolute discretion and without liability.

3. A Temporary Worker accessing the Platform may, amongst other things: (i) create and edit a Profile providing information about the Temporary Worker; (ii) search for and view Vacancies; (iii) view the Profile of a Client posting a Vacancy; (iv) choose to submit an application to Florence in respect of a Vacancy; (v) manage Assignments; (vi) submit a timesheet for a completed Assignment for Florence's (and where applicable a Client's) approval; and (vii) leave feedback relating to the Temporary Worker's experience with a Client and the relevant Assignment (including ratings submitted via our in-built ratings system).

4. You acknowledge and agree that you are solely responsible for compliance with any and all laws, rules, regulatory guidance, codes of conduct and regulations at all times in connection with the Terms.

E. Florence Content and performance and availability of the Platform

1. The Platform, our logos, other trademarks and the Florence Content (including all improvements, enhancements, modifications and derivative works thereof) and all IP Rights therein (collectively, the “Florence Property”), are and shall remain the sole and exclusive property of Florence and its licensors and are protected by domestic and international laws and treaties. You agree not to, and not to cause or permit others to: (i) remove any proprietary notices, markings and legends appearing on or contained in Florence Property; or (ii) change any security or right management technology used in connection with any Florence Property.

2. Your rights to use the Florence Property shall be limited to those expressly granted in these Terms. No other rights with respect to any Florence Property (including all related IP Rights) are implied. You agree that you shall take reasonable measures, and will comply with these Terms, to protect the Florence Property.

3. Notwithstanding anything to the contrary in these Terms, any suggestions, enhancement requests, recommendations or other feedback provided by you to Florence relating to the Platform or the Florence Content (collectively “Submissions”) shall become Florence’s sole property. Florence shall exclusively own all rights, including all IP Rights, in and to all Submissions. Florence shall be entitled to the unrestricted use and dissemination of Submissions for any purpose, commercial or otherwise, without acknowledgement or compensation to you. In the event that any IP Rights in and to any Submissions vest, or have vested, in you, you hereby assign to Florence all of your rights, title and interest in all Submissions and you hereby waive to and in favour of Florence any of your moral rights therein.

4. We may update and change the Platform, the Florence Content and/or the Terms, including any other document that forms a part thereof, at any time and from time to time, with or without your consent or authorization, including but not limited to amendment or termination of any Platform feature or content. We will give you prior notice of changes, and the effective dates of any changes, by posting a notice at florenceapp.com/ca/terms, or via email or other communications that we typically use to notify Members of changes. The modifications will become effective on the date specified in such notice. Your continued use of the Platform after such effective date will be deemed acceptance of the modified terms.

5. We may suspend, withdraw or restrict the availability of all or any part of the Platform for business, technical or operational reasons. We will try to give you reasonable notice of any planned suspension or withdrawal of the Platform or any part of it. You agree that we will not be liable to you or to any third party for any unavailability, modification, suspension or withdrawal of the Platform, or any features, parts or content of the Platform.

F. Member Content and other information provided by Members

1. Each Member represents and warrants that all information (including Personal Information) and documentation including Member Content provided to Florence by or on behalf of a Member, posted on the Platform, and/or provided to the Verification Services Provider, and/or provided to other Members is and will be: (i) up-to-date; (ii) complete; (iii) accurate; (iv) truthful; and (v) not misleading.

2. Without prejudice to the generality of Section F.1, Member Content and information described in Section F includes the contents of: (i) a Member's Profile; (ii) the information, documents, statements and assurances required and provided as part of the Account registration process, to the Verification Services Provider and/or as is otherwise required in order to keep the Account up-to-date; (iii) information contained within any direct communications between Members or between Members and Florence; (iv) feedback (including ratings submitted via our in-built ratings system) provided by a Member about another Member; and (v) a Vacancy.

3. Each Member agrees not to post any Member Content or take any action on or via the Platform, which violates the AUP or knowingly infringes or violates the rights (including IP Rights and in respect of breach of confidence or Privacy Laws) of or relates to any third party or otherwise violates any applicable law.

4. Each Member agrees not to post any Member Content that contains the Personal Information of any other individual unless the Member has obtained consent of that individual as required by applicable Privacy Laws.

5. The Platform may provide access to Member Content uploaded by other Members, including on digital bulletin boards and chat rooms. This Member Content is not controlled by us and has not been verified or approved by us. We have no obligation to monitor, verify or pre-screen any Member Content. You are solely responsible for any content submitted or posted through your Account, and for ensuring that all such Member Content complies with the Terms. You acknowledge and agree that Member Content expresses the views of their respective authors and does not represent the views, values and/or opinions of Florence.

6. If you have any concerns relating to any Member Content, or other information or materials uploaded by other Members, please contact us at hello.ca@florenceapp.com.

7. By providing, submitting, posting or displaying Member Content to Florence or on the Platform, you:

(a) grant us a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to use, reproduce, adapt, modify, distribute, sub-licence, display and publish such Member Content on and through the Platform, subject to our duty of confidentiality owed to Members and our applicable data protection obligations;

(b) represent and warrant that you are the owner or have the necessary rights, licenses, consents and releases that are necessary to grant to us such rights.

8. We reserve the right to refuse to accept, post, display or transmit any Member Content in our sole discretion and shall comply with our applicable Privacy Law obligations in accordance with our Privacy Notice.

9. We may review and remove or disable any Member Content that we, in our sole and absolute discretion, believe violates or attempts to violate the Terms, including the Privacy Notice and Acceptable Use Policy, or applicable laws, rules or regulations;

10. We reserve the right to prevent further access to the Platform for violating the Terms, including the provisions of this Section F.

11. Members may amend, update or withdraw Member Content posted on the Platform at any time, however, you understand and accept that we shall be entitled to retain for archival, insurance and compliance purposes a copy of all such previous Member Content and other relevant information and documents that we have in our possession or control relating to such Member and any Assignment, for such period of time that the Member Content is required to fulfill these purposes.

12. We may retain and make use of anonymized, aggregated information relating to any current or former Member and Assignments.

G. Websites we link to

1. Where the Platform contains links to other sites, materials, services, applications or resources provided by third parties (collectively, “Third Party Materials”), these Third Party Materials are provided for your information only. Such Third Party Materials should not be interpreted as approval by us of such Third Party Materials that you may obtain from them. We have no control over the content of Third Party Materials and we are not responsible or liable for any of your use or access to any Third Party Materials. We recommend that you read any terms of use and privacy notices that apply and govern when you use or access any Third Party Materials.

H. DISCLAIMER

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PLATFORM, THE STAFFING SERVICES, FLORENCE CONTENT, DOCUMENTATION, DELIVERABLES AND ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THESE TERMS (INCLUDING THE USE THEREOF) ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT EXPRESS OR IMPLIED WARRANTIES OR CONDITIONS OF ANY KIND.  FLORENCE DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR USE, FITNESS FOR A PARTICULAR PURPOSE OR THOSE ARISING BY LAW, STATUTE, USAGE OR TRADE, OR COURSE OF DEALING REGARDING OR RELATED TO THESE TERMS, THE PLATFORM, THE STAFFING SERVICES, FLORENCE CONTENT, DOCUMENTATION, DELIVERABLES OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THESE TERMS. FLORENCE DOES NOT WARRANT THAT THE PLATFORM, THE STAFFING SERVICES, FLORENCE CONTENT, DOCUMENTATION, DELIVERABLES OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THESE TERMS WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE FREE OF HARMFUL CODE (INCLUDING VIRUSES, MALWARE OR OTHER MALICIOUS CODE). EXCEPT FOR FLORENCE’S OBLIGATIONS THAT ARE EXPRESSLY SET FORTH IN THE TERMS, THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PLATFORM, THE STAFFING SERVICES, FLORENCE CONTENT, DOCUMENTATION, DELIVERABLES OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO YOU UNDER THESE TERMS REMAINS WITH YOU. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, FLORENCE DOES NOT WARRANT THE ACCURACY OR SECURITY OF ANY MEMBER CONTENT. ALL THIRD PARTY MATERIALS ARE PROVIDED "AS IS" AND “AS AVAILABLE” AND ANY REPRESENTATION OR WARRANTY OF, OR CONCERNING, ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE OWNER OR DISTRIBUTOR OF THE THIRD PARTY MATERIALS.

2. You are responsible for configuring your phone, network and systems to access the Florence Platform.

I. Suspension and Termination of Account

1. Each Member may terminate its Account for any reason at any time upon written notice to Florence, subject to the Member performing and discharging all of its obligations at that time under the Terms and, where applicable, any unfinished Assignment. Florence shall terminate the Account when all such Assignments are completed.

2. Upon termination, suspension or deactivation of a Member’s Account, we shall be entitled to retain for archival, insurance and compliance purposes a copy of all related Member Content and other relevant information and documents that we have in our possession or control relating to such Member and any Assignment, for such period of time that the Member Content is required to fulfill these purposes.

J. Data privacy

1. You warrant that any and all Personal Information that you provide to us:

(a) may be collected, stored, processed and used in accordance with our Privacy Notice, as may be updated from time to time; and

(b) is provided to us with the necessary permission, authority of the person about whom such Personal Information relates and all necessary authorizations, consents or other permissions to process and use the Personal Information in accordance with Privacy Laws and all applicable regulatory requirements.

2. Florence and Members agree to comply with all applicable requirements of Privacy Laws. This Section J is in addition to, and does not relieve, remove or replace, a party's obligations under Privacy Laws.

3. Florence and Members acknowledge that for the purposes of Privacy Laws, Florence does not intend to collect or obtain, and in no circumstances has custody or control of, any Personal Information of Client’s patients, residents, visitors, suppliers, healthcare providers and any other person for whom such Member holds or processes Personal Information.

4. Each Member acknowledges that their Personal Information may be collected, used and disclosed by Florence and/or the Verification Services Provider on the terms of our Privacy Notice and, as applicable, the respective data privacy terms and conditions of Florence and the Verification Services Provider, as communicated to Members from time to time.

5. Members agree that in order to register an Account and make use of the Platform, it may be necessary for Members to interact with and as necessary provide information (including Personal Information) to Florence and Verification Services Provider directly and this shall be subject always to the terms of Section F.

6. Unless prohibited by Privacy Laws or other applicable laws, you will inform Florence and/or the relevant Member immediately of any correspondence you may receive relating to Personal Information or any complaint from an individual about the processing of Personal Information in connection with these Terms.

K. Other important terms

1. These Terms will not be construed to and do not create a relationship of agency, partnership, employment or joint venture. Nothing in these Terms, express or implied, will or is intended to confer on any other person, firm or enterprise, any rights, benefits, remedies, obligations or liabilities of these Terms, other than the parties, their respective successors or permitted assigns.

2. If a court finds any provision of these Terms is invalid, illegal or unenforceable, the rest of the Terms will continue in full force and will not be affected or impaired. Each of the clauses and sub-clauses of these Terms operate separately.

3. Even if we delay in enforcing any of our rights under these Terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these Terms, or if we delay in taking steps against you in respect of your breach of these Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. These Terms are governed by the laws of the Province of Ontario, Canada and the laws of Canada applicable therein (excluding its conflicts of law provisions), and the courts of Ontario will have exclusive jurisdiction over all matters arising hereunder.

4. These Terms may not be varied except with our express written consent.

5. These Terms, and the documents incorporated by reference, represent the entire agreement between you and us in relation to the subject matter of these Terms, and supersedes all other agreements between the parties relating to the subject matter. In entering into these Terms, neither party has relied on, and neither party will have any right or remedy based on any statement, representation or warranty, express or implied (including through course of dealing), except those expressly set out in the Terms.

6. We will not be liable for any delay or failure to perform our obligations under these Terms to the extent that the failure is caused by an Event of Force Majeure, provided that we keep you informed in such circumstances and use reasonable efforts to rectify the situation. “Event of Force Majeure” means any event beyond our reasonable control, including acts of God, labour unrest such as strikes, war (including civil war), acts of any state or government, acts of terrorism, fire, explosions, the elements, epidemics, pandemics, blackout, embargo, power failure or any delay or interruption in third party telecommunications services.

L. Confidentiality

1. We may disclose a Member's confidential information:

(a) to our employees, officers, representatives or advisers who need to know such information for the purposes of exercising our rights or carrying out our obligations under these Terms and otherwise in the operation of the Platform.

(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

2. You undertake that you will not disclose to any person any confidential information concerning the business, affairs, customers, clients or suppliers of Florence or any other Member and in the case of a Client specifically, its patients, residents, visitors, suppliers and healthcare providers, except as otherwise permitted:

(a) under these Terms;

(b) by agreement in the operation, use and access of the Platform;

(c) under an Assignment; and

(d) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

3. Neither party shall use any other party's confidential information for any purpose other than to perform its obligations under or in connection with these Terms and the operation, use and access to the Platform. Each party is responsible for any actions of its employees, officers, representatives and advisers in violation of this Section L.

M. Termination of Terms

1. Subject to any obligations we may owe pursuant to statute or pursuant to any other terms and agreements between us and a Member, our agreement with you under these Terms shall continue unless terminated:

(a) by us by written notice to you with immediate effect following any breach of these Terms by you which, in our reasonable opinion, is not capable of remedy;

(b) by us by written notice to you in the event of any breach of these Terms, which is, in our reasonable opinion, capable of remedy and which has not been remedied within 20 days of an earlier written notice requiring you to do so;

(c) by us by written notice with immediate effect and without liability on our part if we reasonably believe for any reason that: (i) you may not meet your obligations to us under these Terms; or (ii) the information and documents that you provided and/or any details contained in them are misleading, inappropriate or untruthful;

(d) by either party by written notice to the other party with immediate effect if the other party institutes or if any proceeding is commenced against or affecting the other party: (i) seeking to adjudicate it as bankrupt or insolvent; (ii) seeking liquidation, dissolution, winding up, arrangement, protection, relief or composition of it or any of its property, assets or debt; (iii) making a proposal with respect to it under any law relating to bankruptcy, insolvency, reorganization or compromise of debts or other similar laws; or (iv) seeking to appoint a receiver, trustee, agent, custodian or other similar official for it or for all or part of its assets or property.

2. Florence may suspend, deactivate or terminate an Account and access to the Platform in the event of the circumstances arising in Section M.1.