RECITALS

A. HELPERO LTD. (“Helpero”) operates a technology-enabled marketplace platform incorporated under the Business Corporations Act (Ontario), connecting customers with independent service providers across residential and commercial service categories in the Greater Toronto Area and beyond.

B. Helpero’s role is limited to providing the Platform technology, facilitating connections between customers and Specialists, processing payments, and publishing quality standards. Helpero does not itself provide, supervise, manage, or guarantee any trade, cleaning, repair, maintenance, or other service performed through the Platform.

C. The Specialist is an independent business operator who wishes to use the Helpero Platform to receive service requests from customers, subject to this Agreement and applicable law.

D. The parties wish to set out the terms governing the Specialist’s use of the Platform, the parties’ respective rights and obligations, and the independent contractor relationship between them.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties agree as follows:

1. DEFINITIONS

In this Agreement, unless the context requires otherwise:

“Agreement” means this Independent Contractor Specialist Platform Agreement, including all Schedules, Platform Policies, and documents incorporated by reference.

“Approved Service Category” means any service category available on the Platform in which the Specialist has been activated following completion of applicable onboarding requirements.

“Customer” means any individual or entity that requests or receives services through the Helpero Platform.

“GMV” means Gross Merchandise Value — the total amount charged to the Customer for a booking, including applicable HST.

“Helpero Platform” or “Platform” means the Helpero mobile application, web portal, dispatch system, payment processing infrastructure, and all associated technology systems operated by Helpero.

“Net Revenue” means GMV less HST remitted to the Canada Revenue Agency.

“Platform Commission” means the percentage of Net Revenue retained by Helpero as consideration for providing the Platform, as published on the Platform for each Approved Service Category and booking type.

“Platform Policies” means the policies listed in Section 17.1, as amended from time to time by Helpero with notice through the Platform.

“Safety Fund” means the pooled reserve funded by deductions from Net Revenue, maintained by Helpero for quality remediation, customer compensation, and safety initiatives as described in Schedule C.

“Services” means any work, trade, cleaning, repair, maintenance, installation, assembly, moving, or other services performed by the Specialist for a Customer through the Platform.

“Specialist” means the independent contractor, sole proprietor, tradesperson, or business entity that accepts this Agreement and performs Services through the Platform.

“Specialist Payout” means Net Revenue less Platform Commission, payment processing fees, Safety Fund contribution, and any other applicable deductions, payable to the Specialist for completed Services.

2. PLATFORM ROLE OF HELPERO

2.1 Technology Marketplace

Helpero is a technology marketplace and platform that connects Customers with independent service providers. Helpero is not a cleaning company, trades company, moving company, general contractor, or direct provider of any service listed on the Platform. Helpero’s role is limited to:

• providing the Platform technology, including the Specialist app, Customer app, booking system, and payment processing infrastructure;
• facilitating connections between Customers and available Specialists;
• publishing service category descriptions, quality guidelines, and pricing frameworks;
• processing and disbursing payments between Customers and Specialists;
• providing optional training materials, quality resources, and business tools to Specialists.

2.2 Quality Commitment and Specialist Autonomy

Helpero does not supervise or direct the manner or method by which the Specialist performs Services. The Specialist independently determines the techniques, tools, materials, and sequence of work used to complete a Service. However, Helpero is committed to maintaining a high-quality marketplace. Helpero vets Specialists through onboarding, publishes recommended quality standards, collects Customer feedback, and reserves the right to remove Specialists who consistently fail to meet the expectations of the marketplace. These quality assurance measures reflect Helpero’s commitment to its marketplace reputation and Customer trust, and do not constitute supervision or control of the Specialist’s work.

2.3 Service Delivery Responsibility

The Specialist — not Helpero — is the direct provider of all Services performed through the Platform. Helpero facilitates the connection and provides quality tools including vetting, ratings, reviews, complaint resolution, and a Customer satisfaction process. While Helpero is committed to maintaining marketplace quality through these mechanisms, the Specialist bears primary responsibility for the quality, safety, and completion of their Services. Helpero’s quality framework, dispute resolution process, and Customer satisfaction commitments are described in Schedules A and E.

2.4 No Supervision, Inspection, or Guarantee of Work Quality

HELPERO DOES NOT INSPECT, SUPERVISE, DIRECT, CERTIFY, OR GUARANTEE ANY WORK PERFORMED BY SPECIALISTS. Helpero makes no representation or warranty regarding the quality, safety, fitness for purpose, or completeness of any Service performed through the Platform. Customers acknowledge and agree that Helpero is not responsible for the workmanship, materials, or outcome of any Service. This section shall be interpreted consistently with Helpero’s Customer Terms of Service and Privacy Policy.

2.5 Specialist’s Business

The Specialist acknowledges that they operate their own independent business. The Specialist is solely responsible for all tools, equipment, supplies, materials, transportation, licences, insurance, taxes, and business expenses required to perform Services.

3. INDEPENDENT CONTRACTOR STATUS

3.1 Relationship

The Specialist is engaged as an independent contractor. Nothing in this Agreement creates, or is intended to create, an employment relationship, agency, partnership, joint venture, or franchise between Helpero and the Specialist under the Employment Standards Act, 2000 (Ontario), the Canada Labour Code, or any other applicable legislation.

3.2 No Employment Entitlements

The Specialist acknowledges and agrees that, except as may be required by applicable law that cannot be contracted out of, the Specialist is not entitled to:

• wages, minimum wage, overtime pay, vacation pay, public holiday pay, or premium pay;
• notice of termination, termination pay, or severance pay;
• Employment Insurance benefits, Canada Pension Plan contributions from Helpero, or any other statutory payroll deduction by Helpero;
• health insurance, dental insurance, pension, stock options, profit sharing, or any employee benefits of Helpero;
• any other entitlement or protection that applies exclusively to employees.

3.3 Specialist’s Right to Decline and Compete

The Specialist has the absolute right to:

• accept or decline any booking or service request offered through the Platform, without penalty for declining (subject only to the cancellation policy for accepted bookings);
• set their own working hours, days, and availability through the Platform;
• perform services for other clients, platforms, or businesses at any time, including direct competitors of Helpero, provided the non-circumvention obligations in Section 8 are respected;
• engage helpers, assistants, or substitutes to assist with or perform Services, subject to Section 9 of this Agreement.

3.4 Specialist’s Obligations as an Independent Business

The Specialist shall:

• register and maintain their business as required by applicable federal, provincial, and municipal law;
• be solely responsible for filing and paying all income tax, HST/GST (where required), CPP contributions for self-employed persons, and any other taxes, levies, or remittances;
• maintain all required business licences, trade certifications, permits, and insurance;
• bear all costs of tools, equipment, supplies, materials, transportation, fuel, parking, communications, and other business expenses unless expressly provided otherwise on the Platform.

3.5 Interpretation

Any quality guidelines, service descriptions, pricing frameworks, or recommended practices published by Helpero on the Platform are intended as industry-standard benchmarks to facilitate consistent Customer expectations and are not intended as, and shall not be interpreted as, indicia of an employment relationship. The Specialist retains full discretion over the manner and method of performing Services.

4. SERVICE CATEGORIES AND QUALIFICATIONS

4.1 Approved Service Categories

Helpero operates a multi-category marketplace. The Specialist may apply to be activated in one or more Approved Service Categories as available on the Platform, including: Cleaning Services, Mounting Services, Assembly Services, Handyman Services, Plumbing Services, Electrical Services, HVAC Services, Moving Help, and any additional categories introduced by Helpero from time to time. Activation in any category requires the Specialist to meet all eligibility, licensing, and onboarding requirements for that category. Helpero reserves the sole right to approve or deny category activation.

4.2 Licensing and Legal Compliance

The Specialist represents, warrants, and covenants that they:

• hold, and will maintain in good standing throughout the term of this Agreement, all licences, permits, certifications, trade qualifications, and registrations required under applicable law for each Approved Service Category in which they are activated;
• will comply with all applicable laws, regulations, bylaws, building codes, fire codes, electrical codes, plumbing codes, safety standards, consumer protection laws, privacy laws, environmental laws, workplace safety laws, and industry standards in the performance of all Services;
• will immediately notify Helpero in writing within twenty-four (24) hours if any licence, insurance, certification, permit, or legal authority required for the performance of Services is suspended, expired, revoked, restricted, or materially changed;
• will not perform any Service for which they do not hold a current, valid, and unrestricted licence or certification where one is required by law.

4.3 Helpero’s Right to Verify Licences and Certifications

Without limiting the Specialist’s obligations under Section 4.2, Helpero expressly reserves the right to:

• verify the existence, validity, and good standing of any licence, certification, trade qualification, or permit required under applicable law, directly with the issuing regulatory authority, professional body, or government agency (including but not limited to the Electrical Safety Authority, Technical Standards and Safety Authority, College of Trades, and municipal authorities), without prior notice to the Specialist;
• confirm that the Specialist’s licence or registration status is active and unrestricted at any time during the term of this Agreement;
• receive information regarding any disciplinary actions, conditions, suspensions, or restrictions imposed on the Specialist’s licence, certification, or registration from any regulatory authority;
• re-verify licence and certification status at any time, including upon renewal, after a complaint, or upon reasonable suspicion of non-compliance.

The Specialist hereby irrevocably authorizes and consents to Helpero conducting such verification at any time and authorizes all relevant regulatory authorities to disclose the Specialist’s licence status, disciplinary history, and registration information to Helpero for the purpose of this Agreement. This right to verify applies with particular importance to Specialists activated in regulated trade categories including, without limitation, Plumbing, Electrical, and HVAC Services.

4.4 Consequence of Non-Compliance

Failure to maintain required licences, certifications, or legal authority will result in immediate deactivation from the affected category. Helpero is not liable for any loss of earnings resulting from such deactivation. If a Specialist performs Services without a required licence or certification, the Specialist shall indemnify Helpero for all claims, fines, penalties, and losses arising therefrom.

5. INSURANCE

5.1 Specialist Insurance Obligations

The Specialist shall obtain and maintain, at their own cost and throughout the term of this Agreement, the following insurance coverage:

• Commercial General Liability (CGL) insurance with a minimum coverage limit of $2,000,000 CAD per occurrence covering third-party bodily injury and property damage arising from the Specialist’s Services. For categories classified as low-risk on the Platform, Helpero may waive this requirement at its discretion;
• Professional Liability / Errors & Omissions insurance where the Specialist’s Approved Service Category involves licensed trade work (plumbing, electrical, HVAC) or professional advice;
• WSIB (Workplace Safety and Insurance Board) coverage or an independent operator exemption declaration, as applicable under the Workplace Safety and Insurance Act, 1997 (Ontario);
• Commercial automobile insurance where the Specialist uses a vehicle in connection with Services;
• Any additional trade-specific or category-specific insurance required by law, regulation, or Helpero’s Platform Policies.

5.2 Additional Insured

Where commercially reasonable, the Specialist shall name Helpero LTD. as an additional insured on their CGL policy. Proof of additional insured status must be provided upon request.

5.3 Proof of Insurance and Verification

The Specialist must provide proof of all required insurance coverage before activation on the Platform. In addition:

• Helpero may verify the Specialist’s insurance coverage directly with the insurer, broker, or insurance authority at any time during the term of this Agreement, without prior notice to the Specialist;
• Helpero may request updated certificates of insurance at any time, and the Specialist shall provide them within five (5) business days;
• Helpero may request that the insurer confirm coverage limits, endorsements, additional insured status, and absence of material exclusions relevant to the Specialist’s Services;

Failure to provide proof of current insurance within five (5) business days of a request, or confirmation that required coverage is not in force, will result in immediate deactivation from all Approved Service Categories until satisfactory proof is provided.

5.4 Helpero Platform Insurance

Helpero maintains platform-level insurance at its sole discretion. Such insurance may be modified or discontinued at any time and does not reduce or replace the Specialist’s own insurance obligations. The Specialist must not rely on the existence of any Helpero insurance as a substitute for their own coverage. Details of any applicable platform insurance are available upon written request.

Full insurance requirements by category are set out in Schedule B.

6. LIABILITY AND INDEMNITY

6.1 Specialist’s Responsibility

The Specialist is solely and fully responsible for their own acts, omissions, negligence, willful misconduct, and breach of this Agreement or any applicable law. The Specialist is responsible for the conduct, quality, safety, and legality of all Services performed, including any work performed by their helpers, assistants, or approved subcontractors.

6.2 Indemnification

The Specialist shall defend, indemnify, and hold harmless Helpero LTD., its directors, officers, shareholders, employees, contractors, affiliates, and platform partners (collectively, the “Helpero Indemnitees”) from and against any and all claims, demands, actions, suits, proceedings, judgments, losses, damages, liabilities, fines, penalties, costs, and expenses (including reasonable legal fees on a full indemnity basis) arising out of or relating to:

• the Specialist’s performance or failure to perform any Service;
• bodily injury (including death), property damage, or economic loss caused by the Specialist, their helpers, assistants, or subcontractors;
• defective, incomplete, negligent, or unsafe work;
• fraud, misrepresentation, theft, dishonesty, harassment, discrimination, or willful misconduct;
• any Customer claim arising from the Specialist’s Services, including disputes over quality, pricing, warranties, or completion;
• any claim by a regulatory authority, government agency, or professional body relating to the Specialist’s licensing, certification, compliance, or conduct;
• any claim by the Canada Revenue Agency, Ministry of Finance, WSIB, or any other authority for taxes, contributions, premiums, penalties, or interest arising from the Specialist’s classification or from the Specialist’s failure to remit taxes or contributions;
• breach of this Agreement, any Schedule, or any Platform Policy;
• breach of any applicable law, regulation, bylaw, code, or professional standard;
• any claim by the Specialist’s own employees, helpers, assistants, or subcontractors.

6.3 Indemnification Procedure

Helpero shall promptly notify the Specialist of any indemnifiable claim. The Specialist shall have the right to control the defence, provided that Helpero may participate at its own cost and the Specialist shall not settle any claim imposing any obligation on Helpero without Helpero’s prior written consent.

6.4 Survival

The indemnification obligations in this Section 6 survive termination or expiry of this Agreement.

7. CUSTOMER PROTECTION AND SERVICE STANDARDS

7.1 Standard of Care

The Specialist shall perform all Services with the degree of care, skill, and diligence that a reasonable, competent, and experienced service provider in the relevant trade or service category would exercise in comparable circumstances.

7.2 Professional Conduct

The Specialist shall:

• communicate with Customers promptly, professionally, and respectfully;
• arrive at the service location within a reasonable time of the scheduled booking window;
• complete all Services to the full scope confirmed with the Customer through the Platform;
• maintain a clean, safe, and professional workspace and leave the service location in a reasonable condition;
• not engage in harassment, discrimination, intimidation, or abusive conduct;
• not engage in fraudulent, dishonest, deceptive, or unsafe conduct;
• not attend a service location under the influence of alcohol or any impairing substance;
• comply with all applicable safety standards, including the Occupational Health and Safety Act (Ontario), WHMIS 2015, and any applicable building or trade codes.

7.3 Quotes, Estimates, and Pricing

All pricing for Services shall be as displayed on the Platform or as quoted through the Platform’s quoting feature. The Specialist shall not charge Customers any amount outside of the Platform. Any additional work, scope changes, or add-on services must be processed through the Platform.

7.4 Warranties and Complaint Handling

The Specialist acknowledges that Customers may raise quality complaints, damage claims, or service disputes through the Platform. The Specialist agrees to participate in Helpero’s complaint resolution process as set out in Schedule E. Failure to cooperate may result in deductions from payouts, adverse ratings, or deactivation.

Detailed service standards are set out in Schedule A.

8. NON-CIRCUMVENTION AND NON-SOLICITATION

8.1 Non-Circumvention

The Specialist acknowledges that Customers are introduced through the Helpero Platform and that Helpero has a legitimate business interest in protecting its Customer relationships. The Specialist agrees not to:

• solicit, induce, encourage, or accept any direct engagement, booking, or payment from a Customer introduced through the Platform, for services substantially similar to any Service available on the Platform, outside of the Helpero Platform;
• provide personal contact information to a Customer for the purpose of arranging off-platform bookings;
• accept personal contact information from a Customer for the purpose of arranging off-platform bookings.

8.2 Duration

The non-circumvention obligations in Section 8.1 apply during the term of this Agreement and for twelve (12) months following the last date the Specialist performed a Service for the relevant Customer through the Platform.

8.3 Remedies

A breach of this Section 8 entitles Helpero to:

• withhold all pending payouts;
• recover from the Specialist, as a genuine pre-estimate of Helpero’s loss and not as a penalty, an amount equal to six (6) months of the average monthly Platform Commission generated by the affected Customer relationship;
• immediately deactivate the Specialist from all Approved Service Categories;
• pursue all other remedies available at law or in equity.

8.4 Non-Solicitation of Helpero Personnel

During the term of this Agreement and for twelve (12) months following termination, the Specialist shall not directly or indirectly solicit, recruit, or hire any employee, contractor, or key personnel of Helpero without Helpero’s prior written consent.

8.5 Carve-Out

Nothing in this Section 8 prevents the Specialist from servicing a Customer who independently contacts the Specialist through means entirely unrelated to the Helpero Platform, provided the Specialist can demonstrate the Customer was not initially introduced through the Platform.

9. SUBCONTRACTING AND HELPERS

9.1 General Rule

The Specialist may not subcontract, delegate, or assign any Service booked through the Platform to any other person or entity without Helpero’s prior written consent.

9.2 Helpers and Assistants

The Specialist may bring helpers or assistants to a service location to assist with a Service, provided that:

• the Specialist remains personally present throughout the Service;
• the helper or assistant meets any applicable background check, licensing, and insurance requirements;
• the Specialist notifies the Customer and Helpero through the Platform before arrival;
• the Specialist remains fully responsible for the conduct, quality, safety, insurance, and legal compliance of any helper or assistant.

9.3 Approved Subcontracting

If Helpero provides written consent for the Specialist to subcontract a Service, the Specialist remains fully and primarily liable to Helpero and the Customer for the subcontractor’s performance, conduct, insurance, compliance, and safety as if the Specialist had performed the Service personally.

10. BACKGROUND CHECKS AND ONBOARDING

10.1 Identity Verification

The Specialist consents to identity verification, background checks, criminal record checks, reference checks, licence verification, insurance verification, and any other compliance review that Helpero reasonably requires, as permitted by applicable Ontario and federal law.

10.2 Ongoing Compliance

Helpero may conduct ongoing compliance reviews at any time. The Specialist shall cooperate and provide updated documentation within five (5) business days of a request.

10.3 Rejection and Removal

Helpero may reject any application, deny activation in any Approved Service Category, or remove any Specialist from the Platform at its sole discretion, subject to any notice requirements under applicable law.

Required onboarding documents for each service category are set out in Schedule F.

11. PAYMENTS, FEES, TAXES, AND CHARGEBACKS

11.1 Payment Flow

Helpero collects payment from Customers on behalf of the Specialist. From each completed booking, Helpero deducts the Platform Commission, payment processing fees, Safety Fund contribution, and any other applicable deductions before disbursing the Specialist Payout.

11.2 Commission and Payout Rates

Platform Commission rates and Specialist Payout percentages for each Approved Service Category are published on the Platform. Helpero may modify rates upon thirty (30) days written notice through the Platform. Continued use of the Platform after the effective date constitutes acceptance.

11.3 Tax Obligations

The Specialist is solely responsible for:

• filing and paying all applicable income taxes, federal and provincial;
• registering for and remitting HST/GST if annual taxable revenue exceeds the CRA small supplier threshold;
• paying CPP contributions as a self-employed person;
• maintaining WSIB coverage or exemption as required;
• paying all other taxes, levies, premiums, and remittances applicable to their business.

Helpero does not withhold income tax, CPP, EI, or any other payroll deduction from Specialist Payouts. Annual earnings summaries are available upon request.

11.4 Withholding, Set-Off, and Chargebacks

Helpero may withhold, offset, deduct, reverse, or set off from any current or future Specialist Payout any amount representing:

• Customer refunds, credits, or compensation attributable to the Specialist’s Services;
• chargeback or payment reversal amounts attributable to the Specialist’s conduct or non-performance;
• cancellation fees as set out in Schedule D;
• property damage claims, re-service costs, or complaint resolution costs;
• penalties, fines, or regulatory costs arising from the Specialist’s breach;
• any other amounts owed by the Specialist to Helpero under this Agreement.

Helpero may withhold up to 100% of a Specialist Payout for a maximum of sixty (60) days during an active investigation. Helpero will provide written notice within five (5) business days of any deduction. The Specialist may dispute any deduction within fourteen (14) days.

Survival of Unpaid Amounts. Any amount owed by the Specialist to Helpero under this Agreement, including without limitation deductions, chargebacks, refunds, penalties, indemnification amounts, or any other financial obligation, which remains unpaid at the date of termination or expiry of this Agreement, survives termination and remains immediately due and payable. Helpero may pursue recovery of any such amounts through any means available at law or equity, including set-off against any outstanding or future Specialist Payouts.

Full payment, fee, refund, and chargeback mechanics are set out in Schedule C.

12. PLATFORM RULES, RATINGS, AND DEACTIVATION

12.1 Platform Policies

The Specialist shall comply with all Platform Policies as published on the Platform from time to time.

12.2 Ratings and Reviews

Customers may rate and review the Specialist’s Services. Ratings affect visibility, dispatch priority, and continued Platform access. Helpero does not guarantee any minimum level of bookings.

12.3 Deactivation

Helpero may suspend, restrict, deactivate, or terminate the Specialist’s Platform access immediately and without prior notice for:

• safety incidents, unsafe conduct, or Customer safety complaints;
• fraud, theft, dishonesty, or misuse of Customer or Platform information;
• persistent poor quality, repeated Customer complaints, or failure to maintain minimum performance standards;
• breach of this Agreement, any Schedule, or any Platform Policy;
• failure to maintain required licences, certifications, insurance, or legal authority;
• conduct that brings or is reasonably likely to bring Helpero’s brand or reputation into disrepute;
• any other conduct that Helpero reasonably determines is incompatible with the safe, professional, and lawful operation of the Platform.

Emergency Safety Suspension. Notwithstanding any other provision of this Agreement, Helpero may immediately suspend a Specialist’s access to the Platform, without prior notice or any investigation requirement, where Helpero reasonably determines that immediate suspension is required to protect: (i) the safety of any Customer; (ii) public safety; (iii) compliance with applicable law or a regulatory order; or (iv) the integrity of the Platform. Such emergency suspension may be implemented by Helpero in its sole discretion and does not require completion of any dispute or deactivation review process. Helpero will provide written notice of the reasons for emergency suspension within two (2) business days of implementing the suspension.

Where required by the Digital Platform Workers’ Rights Act, 2022 (Ontario), if and when in force, Helpero will provide written reasons for any deactivation.

12.4 Effect of Deactivation

During suspension or deactivation, the Specialist will not receive new bookings. Payouts for completed Services may be withheld during investigation for up to sixty (60) days. If the investigation concludes in the Specialist’s favour, withheld payouts will be released within ten (10) business days.

Detailed platform rules and prohibited conduct are set out in Schedule D.

13. CONFIDENTIALITY, DATA, AND PRIVACY

13.1 Confidential Information

The Specialist shall not disclose, copy, use, or exploit any Confidential Information of Helpero for any purpose other than performing Services. “Confidential Information” includes: pricing strategies, commission structures, business plans, technology, algorithms, Customer data, marketing methods, operational processes, financial information, and any information marked or reasonably understood to be confidential.

13.2 Customer Data and Privacy

In performing Services, the Specialist may access Customer personal information. The Specialist shall:

• use Customer personal information solely to perform the booked Service;
• not store, copy, retain, or back up Customer information on personal devices beyond the active Service;
• not disclose Customer information to any third party;
• not use Customer information for marketing, solicitation, or any commercial purpose;
• comply with all applicable privacy laws, including the Personal Information Protection and Electronic Documents Act (PIPEDA) and Helpero’s Privacy Policy as published on the Platform;
• immediately notify Helpero of any actual or suspected privacy breach, unauthorized access, or loss of Customer data;
• promptly delete all Customer personal information upon completion of each Service and upon termination of this Agreement, confirming deletion to Helpero within five (5) business days.

13.3 Cybersecurity Obligations

Given that Specialists access the Platform and may hold Customer personal information through their devices, the Specialist shall implement and maintain the following minimum cybersecurity practices:

• protect all devices used to access the Helpero Platform with a strong password, PIN, biometric lock, or equivalent access control;
• store any Customer or Platform data only in secured, access-controlled environments, and not on shared, public, or unprotected devices;
• report to Helpero in writing within twenty-four (24) hours of becoming aware of any actual or suspected security incident, unauthorized access, theft, loss, or compromise of a device or account used to access the Platform or handle Customer data;
• not share Platform login credentials, passwords, or access tokens with any other person;
• ensure that any device used to access the Platform has up-to-date operating system security patches applied where reasonably practicable;
• cooperate fully with any investigation or remediation measures Helpero undertakes following a security incident involving the Specialist’s account or devices.

These obligations are consistent with and supplement Helpero’s Privacy Policy. In the event of conflict, Helpero’s Privacy Policy shall prevail to the extent of the conflict.

13.4 Survival

The confidentiality, privacy, and cybersecurity obligations in this Section 13 survive termination indefinitely.

14. INTELLECTUAL PROPERTY

14.1 Helpero’s Property

All intellectual property rights in the Helpero Platform, brand, name, logo, trademarks, software, mobile applications, website, Customer database, marketing materials, training resources, business processes, pricing systems, algorithms, and all associated content and technology are the exclusive property of Helpero LTD.

14.2 Limited Licence

Helpero grants the Specialist a limited, non-exclusive, non-transferable, revocable licence to use the Specialist app and Platform solely for receiving and performing Services under this Agreement. This licence terminates automatically upon termination of this Agreement.

14.3 Restrictions

The Specialist shall not:

• use Helpero’s name, logo, brand, or trademarks for any purpose other than identifying themselves as a Specialist on the Platform;
• copy, modify, reverse-engineer, decompile, or create derivative works of any Platform technology;
• scrape, harvest, or extract data from the Platform;
• use Helpero’s Customer database, pricing data, or business information for any purpose other than performing booked Services;
• represent themselves as an employee, agent, or representative of Helpero.

14.4 No Competitive Use of Proprietary Platform Information

The Specialist acknowledges that through their use of the Platform they may be exposed to Helpero’s proprietary platform information, including without limitation business processes, operational workflows, dispatch methodologies, pricing structures, Customer acquisition methods, supplier arrangements, and technology architecture (collectively, “Proprietary Platform Information”). The Specialist shall not, during the term of this Agreement or at any time after termination:

• copy, replicate, or use Helpero’s business model, operational systems, or proprietary processes to build, establish, or assist in building or establishing a competing marketplace or platform;
• use Proprietary Platform Information obtained through the Specialist’s use of the Platform to develop, fund, or operate any competing service, platform, or marketplace;
• disclose Proprietary Platform Information to any third party for use in competition with Helpero;
• use insights, data, or internal processes learned through use of the Platform for any purpose competitive with Helpero’s business after the termination of this Agreement.

A breach of this Section 14.4 entitles Helpero to seek injunctive relief (without the need to post bond) in addition to any other remedy available at law or in equity. This clause does not prohibit the Specialist from operating their own independent trade services business in the ordinary course.

14.5 Content and Photos

Any photographs, reviews, ratings, or content submitted by the Specialist through the Platform are licensed to Helpero on a perpetual, irrevocable, royalty-free, worldwide basis for use in connection with the Platform, including quality assurance, marketing, and dispute resolution.

15. DISPUTE RESOLUTION AND GOVERNING LAW

15.1 Governing Law

This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

15.2 Informal Resolution

The parties shall first attempt to resolve any dispute through good-faith negotiation. The complaining party shall provide written notice describing the dispute. The parties shall have thirty (30) days from receipt to resolve the dispute informally.

15.3 Mediation

If informal resolution is unsuccessful, either party may submit the dispute to mediation administered by a mutually agreed mediator in Toronto, Ontario. Each party shall bear its own mediation costs. The mediator’s fees shall be shared equally.

15.4 Arbitration

If mediation is unsuccessful or waived by mutual consent, the dispute shall be resolved by binding arbitration under the Arbitration Act, 1991 (Ontario), conducted by a single arbitrator in Toronto, Ontario, in the English language. The arbitrator shall be appointed by mutual agreement or, failing agreement within fifteen (15) days, by the ADR Institute of Ontario. Each party shall bear its own costs unless the arbitrator directs otherwise. The arbitrator’s decision shall be final and binding.

15.5 Small Claims and Accessibility

Notwithstanding Sections 15.3 and 15.4, disputes involving claims of $35,000 CAD or less may be brought in the Ontario Small Claims Court in Toronto at the election of either party. Helpero shall advance the filing fee for any arbitration where the Specialist’s claim is for $25,000 or less, subject to the arbitrator’s final costs allocation.

15.6 Individual Basis — Specialist Only

This Agreement governs the relationship between Helpero and the individual Specialist. Each party agrees that any dispute arising under or relating to this Agreement shall be resolved on an individual basis only. The Specialist shall not commence or participate in any class action, collective proceeding, representative action, or consolidated arbitration against Helpero in connection with this Agreement, the Specialist’s use of the Platform, or the Specialist’s relationship with Helpero.

Scope and Limitation. This waiver applies solely to the Specialist as a party to this Agreement. It does not purport to, and shall not be interpreted as, binding any Customer of the Platform to any class action waiver. Customer rights, including any right to participate in collective proceedings, are governed exclusively by Helpero’s Customer Terms of Service, which are separate from this Agreement. Nothing in this Section limits any rights that cannot be waived under applicable Ontario or federal law.

15.7 Jurisdiction

For any matter not subject to arbitration, the parties irrevocably submit to the exclusive jurisdiction of the courts of the Province of Ontario sitting in Toronto.

16. TERMINATION

16.1 Termination Without Cause

Either party may terminate this Agreement at any time by providing seven (7) days written notice through the Platform or by email. No reason is required.

16.2 Termination for Cause by Helpero

Helpero may terminate this Agreement immediately without notice for any of the grounds listed in Section 12.3 (Deactivation) or for any material breach of this Agreement.

16.3 Termination for Cause by Specialist

The Specialist may terminate immediately by written notice if Helpero materially breaches this Agreement and fails to cure within fifteen (15) days of written notice from the Specialist.

16.4 Effect of Termination

Upon termination for any reason:

• the Specialist’s Platform access will be deactivated;
• the Specialist shall immediately cease using the Helpero name, logo, brand, and any Helpero materials;
• the Specialist shall delete all Customer personal information within five (5) business days and confirm deletion to Helpero;
• Helpero shall process all outstanding Specialist Payouts for completed Services, less permitted deductions, within thirty (30) days;
• the Specialist shall return any Helpero property in their possession within five (5) business days;
• any unpaid amounts owed by the Specialist to Helpero under this Agreement remain immediately due and payable as provided in Section 11.4.

16.5 Surviving Obligations

The following survive termination: Section 6 (Indemnity), Section 8 (Non-Circumvention), Section 11.3 (Tax), Section 11.4 (Set-Off and Survival of Unpaid Amounts), Section 13 (Confidentiality, Privacy, and Cybersecurity), Section 14 (IP), Section 14.4 (No Competitive Use), Section 15 (Dispute Resolution), Section 16.4 (Post-Termination), and any other provision intended by its nature to survive.

17. GENERAL PROVISIONS

17.1 Entire Agreement and Platform Policies

This Agreement, together with the following Platform Policies — each incorporated by reference — constitutes the entire agreement: (a) Privacy Policy; (b) Cancellation Policy; (c) Safety Policy; (d) Payout Policy; (e) Customer Complaint Policy; (f) Quality Standards; and (g) any additional policies communicated through the Platform. The Schedules form an integral part of this Agreement.

For the avoidance of doubt, Helpero’s Customer Terms of Service is a separate agreement governing Helpero’s relationship with Customers and is not incorporated into this Specialist Agreement. Rights and obligations of Customers are governed exclusively by the Customer Terms of Service.

17.2 Order of Precedence

In the event of conflict: the body of this Agreement prevails over Schedules and Platform Policies; Schedules prevail over Platform Policies.

17.3 Amendments

Helpero may amend this Agreement or any Schedule upon thirty (30) days written notice through the Platform. Continued use after the effective date constitutes acceptance. If the Specialist does not accept, they may terminate under Section 16.1.

17.4 Severability

If any provision is found invalid, illegal, or unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, or if modification is not possible, severed. The remaining provisions remain in full force.

17.5 Assignment

The Specialist may not assign this Agreement without Helpero’s prior written consent. Helpero may assign to any successor, affiliate, or acquirer without the Specialist’s consent.

17.6 Waiver

No waiver is effective unless in writing. Failure to enforce any right does not constitute a waiver of that right.

17.7 Notices

All notices may be delivered through the Platform, by email to the registered address, or by any method providing a written record of delivery.

17.8 Electronic Acceptance

Acceptance through the Helpero onboarding app, click-through process, or digital signature constitutes valid execution under Ontario’s Electronic Commerce Act, 2000.

17.9 Force Majeure

Neither party is liable for delay or failure to perform caused by events beyond reasonable control, including natural disasters, severe weather, pandemic, government restrictions, platform outages, internet disruptions, or payment processor failures. Payout obligations for completed Services are not affected.

17.10 Limitation of Helpero’s Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

• Helpero’s total aggregate liability to the Specialist for all claims arising under this Agreement shall not exceed the total Specialist Payouts disbursed in the three (3) months immediately preceding the event, or $5,000 CAD, whichever is greater;
• Helpero shall not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, or for loss of profits, revenue, business opportunities, or data, regardless of theory of liability;

Helpero is not liable for loss, damage, or injury arising from the Specialist’s own acts or omissions, Customer acts, platform downtime beyond Helpero’s reasonable control, or the Specialist’s failure to maintain required insurance.

17.11 Reputation and Brand Protection

The Specialist shall not make false, misleading, defamatory, or disparaging statements regarding Helpero, its officers, employees, platform, services, or Customers through any communication channel. Breach entitles Helpero to seek injunctive relief in addition to any other available remedy.

17.12 Confirmation of Understanding

The Specialist confirms they have read and understood this Agreement including all Schedules, and have had the opportunity to seek independent legal advice before accepting.

EXECUTION

By signing below or accepting electronically through the Helpero Platform, both parties confirm they have read, understood, and agreed to be bound by this Agreement and all Schedules.

HELPERO LTD.

Authorized Signature: ___________________________________________

Name / Title: ___________________________________________

Date: ___________________________________________

SPECIALIST

Signature: ___________________________________________

Full Legal Name: ___________________________________________

Business Name (if applicable): ___________________________________________

Address: ___________________________________________

Date: ___________________________________________

SCHEDULE A

SPECIALIST SERVICE STANDARDS

These standards apply to all Specialists across all Approved Service Categories. They are recommended industry standards published by Helpero to facilitate consistent Customer expectations.

A.1 General Standards of Service

Perform all Services with reasonable care, skill, and diligence appropriate to the relevant trade or service category.

Complete all Services to the scope confirmed with the Customer through the Platform.

Arrive within a reasonable window of the scheduled booking time.

Communicate promptly and professionally with Customers.

Leave the service location in a reasonable condition.

Submit before/after documentation through the Platform where applicable.

Report all incidents, damage, or safety concerns through the Platform’s reporting feature.

A.2 Safety Standards

Comply with the Occupational Health and Safety Act (Ontario) and all applicable safety legislation.

Handle hazardous materials in accordance with WHMIS 2015 requirements.

Use appropriate personal protective equipment for each task.

Assess workplace safety before commencing any Service; do not start work in unsafe conditions.

Report all workplace injuries, near-misses, and unsafe conditions within 24 hours.

A.3 Professional Conduct

Treat Customers, occupants, and third parties with courtesy and respect.

Do not attend service locations under the influence of alcohol or impairing substances.

Do not engage in harassment, discrimination, intimidation, or abusive conduct.

Maintain a clean, professional appearance appropriate to the service category.

Do not accept any payment or tip outside the Platform except where expressly permitted.

A.4 Performance Standards

Helpero publishes performance benchmarks on the Platform (customer rating thresholds, completion rates, response times). These are recommended targets. Specialists who consistently fall below published benchmarks may experience reduced visibility or, in persistent cases, deactivation review.

SCHEDULE B

INSURANCE REQUIREMENTS

The Specialist must maintain the following insurance coverage applicable to their Approved Service Categories. Proof must be provided before activation and upon request. Helpero reserves the right to verify coverage directly with the insurer at any time.

Helpero reserves the right to update insurance requirements upon thirty (30) days notice. Failure to maintain required insurance results in immediate deactivation.

SCHEDULE C

PAYMENT, FEES, REFUNDS, AND CHARGEBACKS

C.1 Payment Structure

Customer payment (GMV including HST) is collected by Helpero via Stripe. HST is remitted to CRA. Net Revenue is split between Helpero (Platform Commission) and the Specialist (Specialist Payout). Applicable rates are published on the Platform.

C.2 Deductions

Platform Commission (varies by category as published on the Platform);

Payment processing fee (~3.5% of GMV, subject to processor changes);

Safety Fund contribution (1% of Net Revenue from Specialist Payout);

Any applicable cancellation fees, chargeback amounts, refund deductions, damage deductions, or other amounts owed.

C.3 Payout Timing

C.4 Chargebacks

If a Customer initiates a payment reversal attributable to the Specialist, the full reversed amount is deducted from the Specialist’s current or future payout. Helpero notifies the Specialist within five (5) business days.

C.5 Safety Fund

A combined 2% of Net Revenue per booking is contributed to the Safety Fund (1% Specialist, 1% Helpero). Used for quality remediation, customer compensation, and safety initiatives. No individual entitlement to contributed amounts.

C.6 Disputes

The Specialist may dispute any deduction within fourteen (14) days of notification through the Platform.

SCHEDULE D

PLATFORM RULES AND PROHIBITED CONDUCT

D.1 Prohibited Conduct

The following is prohibited and may result in immediate deactivation:

• soliciting, accepting, or arranging off-platform bookings or payments with Customers introduced through the Platform;
• accepting cash, e-transfer, or any payment outside the Platform;
• sharing, storing, or misusing Customer personal information;
• performing Services without required licences, insurance, or certifications;
• attending a service location under the influence of alcohol or impairing substances;
• harassment, discrimination, intimidation, threats, or physical violence;
• theft, fraud, dishonesty, or misrepresentation;
• damaging or tampering with Customer property;
• misrepresenting qualifications, experience, licences, or insurance;
• manipulating ratings, reviews, or the Platform’s booking or dispatch system;
• using the Platform for any unlawful purpose;
• making public statements on behalf of Helpero without written authorization;
• making defamatory, disparaging, or false statements about Helpero or its Customers;
• using Proprietary Platform Information to build or assist in building a competing platform or marketplace (see Section 14.4).

D.2 Cancellation Policy

D.3 Documentation

Submission of before/after photographs through the Platform is strongly recommended. Failure to submit may weaken the Specialist’s position in any quality complaint or dispute.

SCHEDULE E

CUSTOMER DISPUTE AND COMPLAINT PROCESS

E.1 Process

Customer submits complaint through the Platform within 24 hours of service completion.

Helpero reviews complaint against available documentation and booking records.

Specialist is notified and invited to respond within 24 hours.

Helpero issues determination within three (3) business days.

Outcome communicated to both parties through the Platform.

Either party may request review within fourteen (14) days.

E.2 Possible Outcomes

No action — complaint not upheld; payout released in full.

Re-service offered at no charge to Customer; Specialist receives partial payout.

Partial or full refund to Customer; refund deducted from Specialist Payout.

Damage claim opened and referred to insurance or Safety Fund.

Deactivation in cases of repeated or material failure.

E.3 Damage Claims

The Specialist must not make admissions of liability, must cooperate with review, and must provide documentation within 48 hours. Claims under $200 may be resolved through the Safety Fund. Claims above $200 are referred to insurance.

E.4 Cooperation

Failure to cooperate — including failure to respond within 24 hours — may result in adverse determination, withheld payouts, or deactivation review.

SCHEDULE F

REQUIRED LICENCES, CERTIFICATIONS, AND COMPLIANCE DOCUMENTS

F.1 All Specialists

Government-issued photo identification (passport or driver’s licence)

Proof of address (utility bill or bank statement, within 90 days)

Proof of eligibility to work in Canada (if not citizen or permanent resident)

Consent to background check and identity verification

Completed banking / payment details (through Helpero’s secure payment portal)

Signed or electronically accepted Specialist Platform Agreement

F.2 Category-Specific Requirements

F.3 Ongoing Compliance

Helpero may request updated documents at any time. The Specialist must provide within five (5) business days. Expired licences, insurance, or certifications trigger automatic deactivation until renewed documentation is provided.

Helpero expressly reserves the right to verify licence and certification status directly with the relevant regulatory authority (including the Electrical Safety Authority, Technical Standards and Safety Authority, and any other applicable body) at any time, without prior notice to the Specialist. The Specialist’s consent to this verification is provided by accepting this Agreement and is irrevocable during the term.

ACKNOWLEDGMENT OF SCHEDULES

By accepting this Agreement, the Specialist confirms they have read and understood Schedules A through F and agree to be bound by the terms therein.

HELPERO LTD.

Authorized Signature: ___________________________________________

Name / Title: ___________________________________________

Date: ___________________________________________

SPECIALIST

Signature: ___________________________________________

Full Legal Name: ___________________________________________

Date: ___________________________________________