Updated Jan 16th 2025

This Independent Contractor or Service Provider Agreement (this “Agreement”) is made as of the date you signed up for your Custodia Contractor 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, or home and property maintenance services for Custodia Customers such as day to day assistance, handy work, organizing, snow removal, yard work, lawn care or other similar services (“Contractor,” “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 homeowners. These include but are not limited to personal support, home maintenance, 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.

As a self-employed individual, corporation, or independent contractor providing home and property services, you are entering into this Agreement to gain access to the Custodia network. By doing so, you agree to offer your services to Custodia Customers in accordance with the terms and standards set forth by Custodia. This engagement aims to add home service and maintenance jobs to your schedule and utilize Custodia’s platform to facilitate service delivery, payments, and customer management.

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 2;

“Customer Request” or “Customer Requests” means an agreement (or agreements, as the case may be) with Custodia consisting of a request (or requests) for home and property maintenance or other home management service initiated by a Customer or by Custodia, which is then delivered to a contractor based on their schedule, skills, tools, scope, and location. A Customer Request can consist of a single visit or recurring visits;

“Customer” or “Customers” means a person (or persons, as the case may be) who is a registered Customer of Custodia and who books The Services on their own behalf or on behalf of a business or another person; 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 other home management services You are may provide from the available requests set out in your Custodia Contractor Account.

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 a non-exclusive basis, access to 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 Contractors remain qualified and suited to perform The Services according to the Service Standards set out below.
   3. No Guarantees. This Agreement does not guarantee a specific number of Customer Requests that you may accept during its term. Additionally, you are not obligated to provide services exclusively to Custodia or its customers. You retain the freedom to offer your services to third parties and engage in other professional activities outside of Custodia Customers and the Custodia platform.
   4. No 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.
      • You agree to indemnify Custodia and hold its officers, owners, directors, and 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 or subcontractors are employees of Custodia.
      • 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 an independent contractor and 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. Contractor 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 Customer Requests into those specific time slots. 
   8. Identification. All Contractors will be required to upload a current picture of themselves to the Home Pro mobile app and provide a copy of one piece of valid government-issued identification, such as a driver’s licence, to register as a Contractor 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 Service Standards set out below, which are service standards required of any Contractor 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 a professional performing the services that you are performing and consistent with all applicable standards and accepted practices 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 for which Contractors provide The Services, we do require that all Contractors enrolled to accept Customer Requests from Custodia must meet minimum standards, which form the basis of our standards of service:
       • complete the required onboarding and Working with Seniors overview provided via Custodia Google Classroom;
       • accept, manage, and complete all Customer Requests using the Custodia Technology and not to use other systems to manage Customers;
       • at all times, behave in a kind, approachable, professional, and respectful manner to Customers;
       • 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;
       • complete Customer Requests on the scheduled dates defined by the service details of each Customer Request;
       • perform the Customer Request while keeping the Customer’s home or property in a neat condition and not damage or disfigure the premises;
       • use supplied Custodia branding material as instructed when visiting Customers to display or introduce yourself as a certified Custodia Contractor;
       • collect, store and keep all details such as job information and personal information in the Home Pro mobile app confidential, and to disclose details of a Customer only per applicable laws;
       • be responsible for any visits or callbacks necessary to complete The Services to satisfy customer expectations. 
       • arrive at the agreed time to perform Customer Requests for the Customer and to give warning of any unavoidable delay to the Customer through the Home Pro mobile app.
       • inform the Customer and Custodia of any unlevel surfaces or unsafe conditions inside or outside the home;
       • submit to Custodia, via the Home Pro mobile app, before and after pictures of the worksite, along with a note covering The Services performed;
       • not disclose any business dealings or confidential information shared between the Contractor and Custodia, including but not limited to processes, financial relationship, and other day-to-day business activities;
       • carry out The Services in a good, complete, and professional manner; and
       • comply with all applicable rules, laws, and regulations relating to the provision of The Services.
       • if a Customer has additional work requirement(s), You are to either:
         • change the quote in the Home Pro mobile app, obtain approval from the Customer through the Custodia mobile app and perform the additional work on the spot.
         • contact Custodia Support who will collect the Customer’s information and book the next job on your behalf.
   11. Custodia Gold Seal Guarantee. You understand and acknowledge that Custodia voluntarily offers its Customers a Gold Seal Guarantee and that You have read and understand the Custodia Gold Seal Guarantee Terms. If Custodia receives a claim from Customer under the Custodia Gold Seal Guarantee with respect to any of The Services that You have provided, You agree that Custodia may, at its sole discretion, investigate the claim and determine the eligibility of the Customer’s claim. If Custodia determines the Customer’s claim to be an Eligible Claim (as that term is defined in the Custodia Gold Seal Guarantee Terms) under the Custodia Gold Seal Guarantee, You agree that you will take any and all steps, as determined and instructed by Custodia in its sole discretion, to remedy the situation at Your cost and expense. You further agree that if You fail to remedy the situation as instructed by Custodia, Custodia may deduct its costs and expenses from any payments otherwise owing to You and that You will be liable to indemnify Custodia for all costs and expenses incurred by Custodia in remedying the situation and/or compensating the Customer (as determined by Custodia in its sole discretion) pursuant to the indemnification provisions contained in this Agreement.
   12. Safe Working Conditions. It is Your responsibility to assess safety and security when You arrive at the Customer 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 is unsafe, You agree to notify Custodia immediately and decline the Customer Request without penalty. Custodia will then inform the Customer. While performing The Services, You are responsible for performing The Services in a safe manner and adhering to all occupational health and safety requirements and practices applicable to The Services that You perform
   13. Tools. You are responsible for the necessary tools and equipment directly or indirectly required to perform The Services, 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 Contractor’s tools, supplies, or equipment unless expressly provided in writing before You make any expenditures or financial commitments.
   14. 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 that You may engage. If You do engage one or more subcontractors and/or employees, you are solely responsible for the subcontractor(s) and/or employee(s), including but not limited to payments and occupational health and safety. There is no contractual relationship between Custodia and any subcontractor(s) or employee(s) that You engage and you must communicate this in writing to all of your subcontractors and employees. You are not permitted to subcontract or assign any of The Services or Customer Requests without prior approval from Custodia in accordance with this paragraph. 
   15. Injuries and Damage. You shall promptly notify Custodia of any loss or damage to persons or property, or 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 during performance of 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 (including the Home Pro mobile app and the Custodia mobile app), 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:
      • alter or modify any part of the Custodia Technology;
      • upload, email, transmit or otherwise make available through the Custodia Technology:
        • 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,
        • 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,
        • any unsolicited or unauthorized advertising, solicitations for business, promotional materials, and
        • 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;
      • impersonate or misrepresent Your affiliation with a person or entity;
      • 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 security measures; and
      • copy or distribute any part of the Custodia Technology without our prior consent.
3. FEES AND PAYMENT
   1. Pricing. Custodia may establish prices and/or terms for specific Customer Requests. The Contractor has the discretion to accept or decline these assignments based on the prices and/or terms provided. In most situations, you will evaluate the work required and independently set the service quote. It is your responsibility to ensure that all quotes in response to Customer Requests include Custodia’s portion of the fee (the “Custodia Fee”), ensuring full transparency and compliance. 
   2. Custodia Fee. For any work You perform in the Custodia Pro tier as set out in in Schedule “A” to this Agreement, the Custodia Fee shall be a percentage of the total price charged to the Customer for the work performed in response to the Customer Request, including all changes and additions (if applicable). For any work You perform in the Custodia Helper tier as set out in in Schedule “A” to this Agreement, the Custodia fee shall be a percentage of the price charged to the Customer for the work performed in response to the Customer Request, including all changes and additions (if applicable). You agree that Custodia shall accept payment from the Customer, deduct the Custodia Fee, and then remit the remaining amount as payment to You pursuant to the payment procedures in this Agreement. 
   3. Payments. Customers will pay all fees for The Services directly to Custodia immediately upon completion of The Services. Custodia will remit Your portion of the costs for The Services that You performed along with a statement detailing Customer Requests maintained during the period. Custodia shall pay such amounts to You on a weekly basis. You can find a record of each Customer Request in the Wallet section of the Home Pro mobile app.
   4. Damage Expenses. You are responsible for any damage that may occurred while You are servicing a property. It is advised that You perform a property inspection before each service and send Custodia photos of any damage prior to starting service on the property. If any damage occurs during Your performance of The Services in response to a Customer Request, it is Your responsibility to repair or replace the damaged property. Any associated costs incurred by Custodia will be deducted from payments made to You by Custodia and will be reflected on the payment statement.
   5. Costs and Expenses of the Work. You are solely responsible for approving the price before you begin work in response to a Customer Request and as such, You agree that the price for the work in response to a Customer Request shall include all out-of-pocket, direct, and indirect costs and expenses incurred in the performance and completion of The Services, including but not limited to tools, materials, equipment, labour, overhead, 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). You further agree not to negotiate with Customers once the price of the Customer Request has been established and you agree that you will not accept cash payments from any Customers for The Services.
   6. Tax Status. If required by law, You will register for GST/HST, QST, or other value-added taxes (collectively, “Sales Tax”). 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 add Your Sales Tax number to your profile in the Home Pro mobile app.
   7. Contractor Incentive Program. You acknowledge that you may be rewarded for adding additional customers and jobs to the Custodia platform under Custodia’s Contractor Incentive Program. You agree that in order for You to be eligible for any additional compensation through Custodia’s Contractor Incentive Program, you must comply with all requirements of the Contractor Incentive Program stipulated here: https://custodia.com/home_pro_training/field-work/earn-thousands-by-referring-customers/ which may be amended from time to time by Custodia in its sole discretion. Custodia reserves the right to modify the requirements of and eligibility for the Contractor Incentive Program and Custodia may terminate the Contractor Incentive Program without notice.
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. Contractor Warranties. During the term of this Agreement, You represent and warrant that:
      1. If required by law, You are registered or have applied to become duly registered under the Excise Tax Act for Sales Tax (or other applicable taxes) in respect of Your business.
      2. You will, at Your expense, obtain all permits, licences, authorizations, 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. You are not permitted to accept Customer Requests for services that You are not skilled, not experienced, or do not have the legal certification to perform. 
      4. You agree that any such breach of this item 6.3 may immediately terminate the Agreement and potential legal action.
      5. If You are not a citizen or permanent resident of Canada, You have complied with all Canadian immigration laws, rules and regulations, that You are authorized to work in Canada, and that Your work permit is valid for the duration of Your contract with Custodia.
      6. There are no suits pending or financial circumstances which will have an adverse effect on Your ability to fulfill Your obligations under this Agreement. You will immediately notify Custodia if You become aware of any action, suit, or change in Your financial circumstances that may have an adverse effect on Your ability to fulfill Your obligations under this Agreement or any Customer Request.
      7. You will 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. If you do not procure and maintain Your own commercial general liability insurance, You may be covered under Custodia’s insurance policy for damage to the properties on which You work (the “Custodia Insurance Policy”) for work performed under this Agreement. You specifically acknowledge that Custodia does not maintain your WSIB or any commercial or general liability insurance policy for Your benefit. If any claim is not covered by the Custodia Insurance Policy, You agree that You are responsible for any such claim and to the extent that Custodia incurs any costs or damages, You agree Custodia may deduct its costs and damages from any payments otherwise owing to You and that You will be liable to indemnify Custodia pursuant to the indemnification provisions contained in this Agreement.
   2. Service Provider Insurance.  To do work in the Custodia Pro Tier, you are required to obtain and maintain through the term of this Agreement, the following insurance coverages at your cost and expense:
      1. Commercial general liability insurance with a per-occurrence limit of at least $1,000,000, which insures against bodily injury (including death), property damage, products and completed operations liability, contingent employers’ liability, contractual liability for liability assumed within all written contracts, tortious liability, and non-owned automobile liability. Custodia Group Inc. shall be named as an additional insured to this policy, and the insurer will waive all rights of subrogation against Custodia and its affiliates.
      2. If an automobile is used in connection with the service Contractor’s performance of The Services and/or in connection with a Customer Request: 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 Contractor with a per-occurrence limit of at least $2,000,000.
      3. Property Insurance on an “all risk” basis covering the property and equipment owned, leased or used by the Contractor in the performance of the services.
      4. All insurance shall be confirmed by a certificate of insurance reasonably acceptable to Custodia. Such insurance certificate shall show Custodia Group Inc. as a certificate holder. You agree: (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 Contractor’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.
      5. Custodia shall not be liable for any acts or omissions whatsoever of the Contractor regardless of whether You have obtained insurance or not.
         1. You may be exempt from the insurance requirements in this paragraph only for the following tasks: snow removal, lawn care, home cleaning, window washing, light home maintenance tasks with a price not exceeding $2,500 plus HST per task, and general maintenance tasks with a price not exceeding $2,500 plus HST per task. For clarity, You are required to comply with the insurance requirements in this paragraph for all other tasks and work performed under this Agreement. However, Custodia recommends that you obtain and maintain your own insurance regardless of the tasks and work performed. 
   3. Indemnification. You shall indemnify, defend and hold Custodia, its Customers, 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, liens, claims for lien, 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; (ii) performance of The Services by You and/or any of Your subcontractor(s) or employee(s); (iii) Your breach of any representation, covenant or other commitment, obligation, or provision in the Agreement or any Customer Request; (iv) all purchases, debts or obligations made by You; (v) Your lawful or unlawful acts or omissions; and (vi) Your use and/or mis-use of the Custodia Technology. The provisions in this Section 7 shall survive the expiration or termination indefinitely.
   4. Limitation of Liability. In no event shall Custodia be liable to You for any damages (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 paragraph shall survive the expiration or termination of this Agreement indefinitely.
   5. Release. You waive and release Custodia (and its officers, directors, shareholders, agents, employees, affiliates, subsidiaries, and third-party partners) and its Customers from and against any and all claims, actions, suits, proceedings, demands 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, whether in contract, tort (including negligence), or otherwise, 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.
   6. Lien Legislation. You agree to comply with any construction, builder’s, or mechanic’s lien legislation applicable to The Services in the province where The Services are performed. If a construction, builder’s, or mechanic’s lien is registered on title to a Customer’s property in connection with The Services or any Customer Request that you have performed, You agree to have such lien discharged, released, or vacated at Your sole expense within 7 days of receiving notice of the registration of the lien. If You do not have the lien discharged, released, or vacated in accordance with this paragraph, Custodia reserves the right to take steps to have the lien discharged, released, or vacated, and You are responsible for Custodia’s costs of doing so, including Custodia’s legal fees (on a solicitor and client basis), court fees, and other expenses incurred by Custodia. Custodia has the right to set off or deduct these costs from any amounts otherwise payable to You.
6. 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, personal and/or identifying information about 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. If you learn, obtain, and/or collect any personal information about a Customer, You shall hold such personal information in confidence and shall not copy, transfer, disclose, or sell such personal information. You may only disclose such personal information if required in connection with performing Your services under this Agreement. 
7. TERM AND TERMINATION
   1. Term. The Agreement commences on the Effective Date and will remain in full force and effect until terminated per the terms of this Section 7. The Contractor acknowledges that subject to compliance with any applicable statutory provisions, The Contractor shall not be entitled to any payment for loss of business, disruption, consequential damages, 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 the other 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 Offences. Impaired driving or reckless driving while providing The Services or driving to or from a Customer’s location;
      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 and/or complete any Customer Request in the manner agreed or to the expected performance standards.
      7. Guidelines for Customer Interactions. All Customer and potential Customer engagements initiated through the Custodia platform, or referred by Custodia Customers are managed within our system to maintain trust and service quality. Engaging with Customers, leads or referrals outside of this framework or attempting to divert business from Custodia is not permitted and may have consequences under this agreement, including but not limited to damages and/or termination.
         1. You acknowledge and agree that accepting work directly from Customers, leads, or referrals initially introduced through Custodia, or soliciting these customers to conduct business outside of the Custodia platform, is strictly prohibited. Violations of this guideline will result in immediate termination of this Agreement and forfeiture of all pending contractor cashback payments. Additionally, such actions may subject You to legal proceedings. 
         2. Customer Requests. If any Customer Request(s) previously assigned to You remain open on the expiry or termination (as applicable) date of this Agreement, then, at Custodia’s sole discretion, expiry or termination (as applicable) of this Agreement shall be deferred and this Agreement shall be deemed to expire or terminate (as applicable) upon Your completion of the last Customer Request outstanding.
      8. Final Payments. Upon termination of this Agreement, Custodia will pay to Contractor any outstanding amounts due and payable for previously finished and approved Customer Requests per the terms of this Agreement.
      9. 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.
8. 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. The Contractor realizes that any solicitation in contravention of this Agreement could lead to legal action against the Contractor.
   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 contractor 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. If any provision in this Agreement is declared unenforceable or void by a court of competent jurisdiction, 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, and (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 only by a written amendment referencing this Agreement and signed by both Parties.

SCHEDULE “A”
to the Custodia Independent Contractor or Service Provider Agreement and Terms

Custodia Service Tiers – Helper and Home Pro

Custodia Helper

• Equipped with basic skills and tools
• Specialize in maintenance tasks, repairs, and odd jobs

Custodia Pro

• Businesses or seasoned contractors with their own insurance, WSIB, and teams
• More advanced licenses, tools, and professional capabilities
• Able to handle larger projects and insurance claim work