Custodia Independent Helper or Service Provider Agreement and Terms

This Independent Contractor or Service Provider Agreement (this “Agreement”) is made as of the date you signed up for your Custodia Helper Account (the “Effective Date”) and is entered into between Custodia Group Inc. an Ontario corporation, having a principal place of business at 14 Cavell Ave, Etobicoke, ON (“Custodia”), and You, an independent contractor who wishes to provide home help, personal support or home and property maintenance services for seniors such as day to day assistance, handy work, organizing, snow removal, yard work, lawn care or other similar services (“Helper,” “You,” “Your”), each a “Party” and together, the “Parties.”

BACKGROUND

Custodia provides a technology platform and subcontracting to independent contractors, and service providers that deliver Home Services for Seniors and other Seniors Support Services. These include but are not limited to personal support, home help, skilled trades, organizing, odd jobs, errands, lawn and yard maintenance, leaf removal services, yard clean-up, weed control, and snow removal, and who are operating their independent businesses for their account, and who have passed Custodia’s verifications.

You are a self-employed, independent Helper of Home Maintenance or Seniors Support Services. You wish to enter into this Agreement to gain access to and provide services to Custodia customers.

NOW, THEREFORE, in consideration of mutual obligations contained in this Agreement, the Parties agree as follows.

DEFINITIONS

The following terms bear the following meanings unless the context requires otherwise:

“Custodia Technology” has the meaning given in Section 5;

“Customer Request” means an agreement with Custodia consisting of a request for Home Maintenance or Seniors Support Services initiated by a Customer, which is then delivered to a Helper based on their schedule, skills, tools, scope, and location. A Customer Request can consist of a single visit or recurring visits;

“Customer” means a person who is a registered Customer of Custodia and who books The Services on behalf of a business or a person on whose behalf books the Services; and

“Customer Requirements” means the requirements for The Services that are notified to You by a Customer or by Custodia and form an integral part of any Customer Request.

“The Services” means the Home Maintenance Services or Seniors Support Services You are entitled to provide from the available list set out in your Custodia Helper Account Settings.

1. THE OFFER AND SERVICE STANDARDS
   1. The Offer; Subject to the terms of this Agreement and after passing Custodia screening and verification, Custodia grants You on non-exclusive basis access to Custodia customers in your specified work region, according to your skills, tools, and availability.
   2. Background Screening. You confirm that You have provided accurate information to Custodia about Your background and credentials before entering into this Agreement. You have agreed to a criminal background check and verifications suitable to working for Custodia’s Customers. Custodia reserves the right to carry out agreement compliance reviews to determine that all Helpers remain qualified and suited to perform The Services according to the Service Standards set out below.
   3. Guarantees. There are no promises or warranties whatsoever as to the total number of Customer Requests that You can accept during the term of this Agreement. Furthermore, nothing in this Agreement shall require You to provide The Services exclusively to Custodia or its Customers. You remain free to perform The Services and other services to third parties.
   4. Employment. You are not an employee of Custodia and will not be entitled to (a) participate in any of Custodia’s employee plans, programs or benefits, now existing or established in the future; or (b) receive any vacation time/pay, paid leaves of absence, public holiday pay, etc., which are only granted to employees of Custodia.
      1. You agree to indemnify Custodia and its officers, owners directors, employees harmless from all claims, actions, demands, liabilities, suits losses, expenses, penalties, interest, costs or damages of every nature and kind whatsoever, which any of the above or others may have to suffer, arising out of any finding during any time by any court, tribunal or administrative body that You or any of Your employees are employees of Custodia.
      2. Without the written authorization from Custodia, you have no authority to bind Custodia in any act, promise, representation or contract, or to bind Custodia to perform any services for any customer or Third Party.
   5. Independent Status. You acknowledge that you are solely responsible for your remittances, including but not limited to income tax, CPP, EI, WSIB, employer health tax and any other similar taxes or contributions as are legally required.
   6. Customer Engagements. Each offer to perform The Services will be requested by a Customer and distributed by the Custodia technology and will typically include the Customer’s location, the frequency of service, the estimated payment, and the nature of the services requested.
   7. Helper Status and Eligibility for Customer Requests. When registering with Custodia to provide The Services, You must identify the days and time blocks where you are available every week so that Custodia can allocate Customers Requests into those specific time slots. 
   8. Identification. All Helpers will be required to submit a current picture of themselves in a Custodia Hat and a copy of one piece of valid government-issued identification, such as a Driver’s License, to register as a Home Helper or Service Provider with Custodia.
   9. General Standards. You agree to comply with the General Standards of this Agreement, Custodia’s business practices, policies and procedures sent to You from time to time. You also agree to adhere to the Services Standards set out below, which are service standards required of any Helpers engaged by Custodia, regardless of skillset and are intended as guidelines for best practices when providing services to Custodia Customers. You shall use all reasonable diligence, care, and skill expected of professionals and consistent with all applicable standards currently recognized in your service industry when performing The Services. Custodia may keep track of the quality of the services performed by You. Service quality reporting is performed using a combination of customer feedback and data analysis. 
   10. Service Standards. The trust and satisfaction of our customers is of paramount importance to Custodia. Although we do not always dictate the procedures in which Helpers provide The Services, we do require that all Helpers enrolled to accept Customer Requests from Custodia must meet minimum standards, which form the basis of our standards of service:
       1. complete the required onboarding and Working with Seniors overview provided via Custodia Google Classroom;
       2. accept, manage, and complete all Customer Requests using the Custodia Technology and not to use other systems to manage Custodia customers;
       3. at all times, behave in a kind, approachable, and respectful manner to Customers;
       4. knock on the door before starting the services and have a pleasant chat and check in on the Customer and confirm the service to be performed;
       5. complete Customer Requests on the scheduled dates defined by the service details of each contract;
       6. perform while keeping the Customer’s home or property in a neat condition and not damage or disfigure the premises;
       7. use supplied Custodia branding material as instructed when visiting Custodia Customers to display or introduce yourself as a certified Custodia Helper;
       8. collect, store and keep all details such as Personal Information in the Custodia App confidential, and to disclose details of a Customer only per applicable laws;
       9. Responsible for any visits or revisions necessary to complete The Services to satisfy customer expectations. Custodia only covers additional payments for any work that is outside of the scope defined in the original Customer Request; 
       10. arrive at the agreed time to perform Customer Requests for the Customer and to give warning of any unavoidable delay to Custodia, who will then notify the Customer that their Helper will be delayed;
       11. inform the Customer and Custodia of any unlevel surfaces or unsafe conditions inside or outside the home;
       12. submit to Custodia, via the supplied App, before and after pictures of the worksite, along with a note covering the services performed;
       13. not disclose any business dealings or confidential information shared between the Helper and Custodia, including but not limited to processes, relationships, and other day-to-day business activities;
       14. carry out The Services in a good, complete, and professional manner; and
       15. you comply with all applicable rules, laws, and regulations relating to the provision of The Services.
   11. Safe Working Conditions. Your responsibility is to assess safety and security when You arrive at the Request location and decide if you are safe to proceed with service delivery. You are responsible for the safe execution of The Services you provide under this Agreement. If You believe a specific situation unsafe, You agree to notify Custodia immediately and decline the Customer Request without penalty. Custodia will then inform the Customer.
   12. Tools. You are responsible for the necessary tools and equipment directly or indirectly required, including vehicles, cleaning supplies, lawnmowers, shovels, gardening tools, clothing and footwear, and cell-phone, and all the supplies necessary for the performance of The Services under this Agreement. Custodia shall not have any responsibility or obligation relating to Helper’s tools, supplies, or equipment unless expressly provided in writing before any expenditures or financial commitments made by the Helper.
   13. Subcontractors or Your Employees. With written pre-approval from Custodia, you may engage screened subcontractors or your current employees to perform any of The Services; however, Custodia shall not be liable for any conduct, behaviour, acts or omissions of any subcontractors engaged by The Helpers.
   14. Injuries. You shall promptly notify Custodia of any loss or damage to persons or property, injury (to Yourself or others), which is in any way related to The Services performed under this Agreement or happens at the home of a Customer receiving The Services, even if such occurrence was not caused or contributed to by You.
2. CUSTODIA TECHNOLOGY TERMS
   1. Access to Custodia Technology. Custodia shall make its mobile application, web applications, and other digital tools and information (collectively “Custodia Technology”) available to facilitate Custodia’s Customer Requests.
   2. Use of the Custodia Technology. In using Custodia Technology, You agree that You will not:
      1. alter or modify any part of the Custodia Technology;
      2. upload, email, transmit or otherwise make available through the Custodia Technology:
         1. any material that is harmful, threatening, abusive, libellous, invasive of another’s privacy, violates law, or is objectionable by the Customers or teams at Custodia.
         2. any falsehoods or misrepresentations or create an impression that You know is misleading, or deceptive, or any material that could damage or harm our Customers;
         3. any unsolicited or unauthorized advertising, solicitations for business, promotional materials,
         4. any material that contains viruses or any code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or data;
      3. impersonate or misrepresent Your affiliation with a person or entity;
      4. interfere with or disrupt the Custodia Technology or disobey any requirements, procedures, policies or regulations of networks connected to the Custodia Technology or test the vulnerability of any system or breach or circumvent any securit measures; and
      5. Copy or distribute any part of the Custodia Technology without our prior consent.
3. FEES AND PAYMENT
   1. Pricing. Custodia will determine the prices for the Customer Requests, and Custodia may update prices without notice from time to time. The Custodia platform provides a fee for the services before You accept each Customer Request and may be updated as needed. 
   2. Payments. Customers will pay all fees for The Services directly to Custodia immediately upon service completion. Custodia will remit to Helpers their portion of the costs for the Services along with a statement detailing Customer Requests maintained during the period. Custodia shall pay such amounts to Helpers every other week. You can find a record of each Customer Request in your Helper account’s Jobs section.
   3. Damage Expenses. The Helper is responsible for any damage that may have occurred while servicing a property. It is advised to perform a property inspection before each service and send Custodia photos of any damage prior to starting service on the property. If a Helper causes damage it is their responsibility to repair or replace the damaged property. Any associated costs incurred by Custodia will be deducted from The Helper’s payout statement.
   4. Expenses. You are soley responsible for the payment of all out-of-pocket expenses incurred in the performance of The Services, including but not limited to travel costs, clothing, safety devices, cellular phone, gas and maintenance charges, training materials or courses. Under no circumstances will Custodia be liable for any other amounts, including but not limited to Your travel time, time spent administering Your business or scheduling appointments, and any costs or time incurred by You concerning Customer Requests which the Customer cancels (as applicable).
   5. Tax Status. If required, The Helper will register for GST/HST, QST, or other value-added taxes (collectively, “Sales Taxes”). You are responsible for reporting and remitting such taxes to the appropriate government authority. The Fees paid according to Section 4.1 shall include all Sales Taxes unless indicated otherwise. If you have a Sales Tax number, You will include Your Sales Tax number and charge Sales Tax on all invoices delivered to Custodia.
4. REPRESENTATIONS AND WARRANTIES.
   1. Custodia Warranties. Custodia represents and warrants that it has all rights required to provide access to Custodia Technology. Custodia further represents and warrants that it has the authority and the legal right to enter into and perform its obligations under this Agreement.
   2. Helper Warranties. During the term of this Agreement, You warrant that:
      1. If required by law, You are registered or have applied to become duly registered under the Excise Tax Act for the Harmonized Sales Tax (“HST”) (or other applicable taxes) in respect of Your business.
      2. You will, at Your expense, obtain permits, licenses and certificates which may be required under any applicable law, regulation or ordinance to perform the Services per the terms and conditions of this Agreement and all Customer Requests.
      3. Helpers are not permitted to accept Customer Requests for services where they are not skilled or do not have the legal certification to perform. 
      4. Any such breach of this item 6.3 may immediately terminate the Agreement and potential legal action.
      5. Suppose You are not a citizen or permanent resident of Canada. In that case, You have complied with all Canadian immigration laws, rules and regulations and that Your work permit is valid for the duration of Your contract with Custodia.
      6. There are no suits pending which will have an adverse effect on Your ability to fulfill its obligations under this Agreement. You will immediately notify Custodia if You become aware of any action, suit that may have an adverse effect on Your ability to fulfill your obligations under this Agreement or any Customer Request.
      7. Comply with all applicable federal, provincial, municipal, and other local laws, rules, regulations and ordinances applicable to You concerning The Services performed according to this Agreement.
      8. You acknowledge that Custodia is not responsible for applicable workers’ compensation payments.
      9. In identifying their business with Custodia, You shall act honestly and in good faith and in a manner that will not harm the goodwill and reputation of Custodia.
   3. Disclaimer of Implied Warranties. Except for the express warranties provided in this Agreement, neither Party makes any representations or warranties of any kind.
5. RISK AND LIABILITY PROVISIONS
   1. Insurance Coverage. Approved Helpers who do not procure and maintain their own commercial general liability insurance will be covered under Custodia’s commercial general liability insurance policy. A fee will be calculated as a percentage of each Customer Request and be automatically deducted from the value of the request.
   2. Service Provider Insurance. Custodia recommends that Service Providers and Helpers with skilled trades, subcontractors, or employees, at their sole cost and expense, procure and maintain through the term of this Agreement, the following insurance coverages:
      1. Commercial general liability insurance with a per-occurrence limit of at least $2,000,000, which insures against bodily injury (including death), property damage, and personal and advertising 
      2. Injury. The commercial general liability insurance will include products and completed operations coverage, contingent employers’ liability coverage, contractual liability endorsement for liability assumed within all written contracts and non-owned automobile liability coverage. Custodia Inc. will be added as an additional insured to this policy, and the insurer will waive all rights of subrogation against Custodia and its affiliates.
      3. If an automobile is used in connection with the service Helper’s performance of the services in this Agreement: Third-party liability coverage for bodily injury (including death) and property damage arising out of the use or ownership of all vehicles owned, leased, or used by The Helper with a per-occurrence limit of at least $2,000,000.
      4. Property Insurance on an All Risk basis covering the property and equipment owned, leased or used by The Helper in the performance of the services.
   3. All insurance shall be confirmed by a certificate of insurance reasonably acceptable to Custodia. Such insurance certificate shall show Custodia Inc. as a certificate holder and provide: (i) that the coverages thereon shall not be substantially modified or cancelled without thirty (30) days prior written notice to Custodia; and (ii) that Custodia shall be notified of a Helper’s failure to renew any policy listed on the certificate not later than the anniversary date for each policy, throughout the term of this Agreement.
   4. Custodia shall not be liable for any acts or omission whatsoever of any helper regardless of whether that Helper has obtained insurance or not.
   5. Indemnification. You shall indemnify, defend and hold Custodia and its affiliates and their respective officers, directors, employees, agents and shareholders, and its and their respective assigns, heirs, successors and legal representatives, harmless from and against all costs, losses, liabilities, damages, lawsuits, judgments, claims, actions, penalties, fines and expenses (including, without limitation, interest, penalties, reasonable attorneys’ fees and all monies paid in the investigation, defence or settlement of any or all of the preceding) (“Losses “) that arise out of or are incurred in connection with: (i) Your failure to perform any Customer Request, lawful or unlawful acts or omissions; (ii) Your breach of any representation, covenant or other commitment or provision in the Agreement or any Customer Request; and (iii) all purchases, debts or obligations made by You. The provisions in this Section 7 shall survive the expiration or termination indefinitely.
   6. Limitation of Liability. In no event shall either Party be liable for any damages to the other Party (including, without limitation, lost business, profits, goodwill, reimbursement for expenditures or investments made or commitments entered into, creation of customers, advertising costs, employee costs, overhead or facilities incurred or acquired based upon the business derived or anticipated under this Agreement), whether foreseeable or not, for any cause whatsoever whether or not caused by negligence, gross negligence or willful misconduct. This section 7 shall survive the expiration or termination of this Agreement indefinitely.
6. Release. You agree to release Custodia (and their officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third-party partners) of every kind and nature, known and unknown, now and in the future, in any way connected with Your interactions or transactions with Custodia Customers, including but not limited to any risk or harm suffered by You such as personal injury caused by the provision of The Services to Customers. You further waive all rights and benefits otherwise conferred by any statutory or non-statutory law of any jurisdiction that would purport to limit the scope of a release or waiver.insura
7. CONFIDENTIALITY AND PERSONAL INFORMATION.
   1. Confidentiality. You represent and warrant to Custodia that You have maintained and will maintain, in confidence, the terms and conditions of this Agreement, all financial or business plans of Custodia, any list of Customers, the terms of any Customer Request, or Custodia’s intellectual property, all information provided by any Customers, and all data, summaries or reports relating to the preceding, whether oral or written, and have not revealed, and will not reveal, the same to any persons not employed by it.
   2. Personal Information. You will collect and store any personal information collected to create an account. Contact information will not be copied, transferred or sold and will only be disclosed in connection with services provided under this Agreement.
8. TERM AND TERMINATION
   1. Term. The Agreement commences on the Effective Date and will remain in full force until terminated per the terms of this Section 9. The Helper acknowledges that subject to compliance with any applicable statutory provisions; The Helper shall not be entitled to any payment for loss of business, disruption or other similar matter on termination of this Agreement.
   2. For Convenience. Either Party may terminate this Agreement with 30 days written notice to the other Party at any time. Upon such termination for convenience, You shall receive compensation for all The Services completed before the date of termination of the Agreement or the Customer Request, as applicable.
   3. Material Breaches. Either Party may terminate this Agreement for any material breach of this Agreement by one Party which, if capable of remedy, fails to be remedied within ten (10) days of the date of written notice by the non-defaulting Party.
   4. Immediate Termination by Custodia. Custodia reserves the right to terminate this Agreement immediately if it deems, acting reasonably, that termination is necessary to protect its Customers or business interests. Termination reasons may include, but are not limited to the following:
      1. Representations and Warranties. A material breach of representations or warranties;
      2. Criminal Conduct. If You commit or are charged with a criminal offence, as set out in the Criminal Code of Canada, during the term of this Agreement, it may result in the immediate termination of the Agreement;
      3. Vehicular Offenses. Impaired driving or reckless driving while providing The Services;
      4. Misrepresentation. Accepting and Performing Customer Requests for services requiring special skills, certifications, or licenses where you do not have the necessary skills or hold the necessary certificate or license to perform the Customer Request.
      5. Verification. Failure to pass any periodical verification test, which may include police record checks and verification of stated certifications (if any); and
      6. Complaints. Complaints from Customers about Your failure to provide The Services in the manner agreed or to the expected performance standards.
   5. Customer Requests. Suppose any Customer Request previously assigned to You remains open at the expiry date of this Agreement, then, at Custodia’s sole discretion. In that case, this Agreement shall expire only upon completing the last Customer Request outstanding.
   6. Final Payments. Upon termination of this Agreement, Custodia will pay to Helper any outstanding amounts due and payable for previously finished and approved Customer Requests per the terms of this Agreement.
   7. Survival. Sections 1, 2, 6, 7, 8, 9, and 10 of this Agreement survive the early termination or expiration of this Agreement and any other provisions of this Agreement that must reasonably survive to support such conditions.
9. GENERAL PROVISIONS
   1. Independent Advice. You acknowledge that You have had the opportunity to seek financial, tax and legal advice concerning this Agreement before entering into this Agreement. You confirm that You are not relying on Custodia or any representations or inducements whatsoever in entering into this Agreement. You are relying on Your counsel and the counsel of Your own financial, legal and other advisors.
   2. Relationship of the Parties. This Agreement is intended to create an independent contractor relationship between the Parties. You will be solely responsible for paying all provincial, federal, municipal and other local taxes and deductions on amounts payable to You under this Agreement. You shall indemnify Custodia for any claims relating to such payments. You shall, at Your own expense, defend, indemnify and hold harmless Custodia, its affiliates and customers and its and their respective officers, directors and employees from and against and all claims alleging that You are an employee of Custodia or any of its affiliates or customers, and all liabilities, losses, costs, damages, penalties and expenses (including all legal fees and costs and court costs) which Custodia, its affiliates or customers or its or their respective officers, directors and employees may incur or suffer as a result of any such claims or as a result of enforcing the indemnification provisions set out in this Section.
   3. Non-Solicitation. During the term of this Agreement and for two (2) years following the date of termination of this Agreement, regardless of the circumstances, You will not, without the prior written consent of Custodia either directly or indirectly, on Your behalf or in the service or on behalf of others, attempt to solicit for any purpose competitive with the interest of Custodia any Customer which was, or is generating revenues for Custodia and to whom You had provided The Services during the two years preceding the date of termination of this Agreement.
   4. Notices. Any request, demand, message or other communication will be presented in writing and given by courier delivery, or sent by registered mail or email and will be deemed to have been received by the other Party on the date on which it was delivered. 
   5. Publicity. Custodia may list You on the Custodia website and refer to You as a Custodia Helper in communications, press releases and other promotions with prospective Customers and other interested parties.
   6. Assignment. You may not assign Your rights under this Agreement, whether by operation of law or otherwise, without the prior written consent of Custodia. 
   7. Governing Law. This Agreement will be governed by and per the laws of the Province of Ontario and the laws of Canada. Any dispute relating to this Agreement or any related matters must be resolved before the Courts of Ontario sitting in the City of Toronto. The Parties now irrevocably submit to the exclusive jurisdiction of those courts in respect of any such dispute or matter.
   8. Severability. Suppose any provision in this Agreement is declared unenforceable or void by a court of competent jurisdiction. In that case, it will not impair any of the other conditions contained herein, which will enforce following their terms.
   9. Entire Agreement. The Parties intend that this writing (a) supersedes all prior negotiations, representations and agreements related to the said subject matter. (b) constitutes the final and binding expression of their Agreement and the complete and exclusive statement of the terms related to the subject matter. This Agreement may be modified by written amendment referencing this Agreement, and both Parties sign that.
   10. Remedies; Waiver. No delay by either Party to exercise any power or privilege provided under this Agreement or by law is construed as a waiver.