Doyo Area Partner Agreement

1. Who this agreement is between

This agreement is between Doyo Innovative Solutions Inc., an Ontario corporation ("Doyo", "we", "us"), and the business that applied to be an Area Partner and that Doyo approved ("Partner", "you").

Your Partner Details are the facts specific to you: your business's legal name, your Territory, your start date, your status, whether you are a Founding Partner, your rates and your invite code. They are shown in your partner dashboard and were confirmed in the email approving you. They are part of this agreement. If they are wrong, tell us at [email protected] before you accept.

By tapping accept, the person accepting confirms they are authorized to bind that business. Doyo records the version you accepted and when. An electronic acceptance is as binding as a signature on paper (Electronic Commerce Act, 2000).

2. Words used here

• Order: a job booked and paid through Doyo.
• Customer: anyone who books or has booked through Doyo, including people who signed up through your link. They are Doyo's customers.
• Pro: an independent service provider Doyo has verified to take jobs.
• Own Pro: a Pro who joined Doyo through your invite code or link (or whom Doyo attached to you in writing), and was not already registered or attached to another partner.
• Linked Customer: a Customer whose account was opened through your link, for 12 months from that sign-up.
• Territory: the postal Forward Sortation Areas (the first three characters of a postal code) in your Partner Details.
• Area Job: an Order whose service address has a postal code in your Territory. An Order whose address has no postal code is not an Area Job.
• Platform: Doyo's apps, website, web app, partner dashboard and systems.
• Platform Data: everything about Customers, Pros, Orders, prices, claims and Doyo's operations that you see or receive because of this agreement, including personal information.
• Net Fee: defined in section 8.

3. You are an independent business

You confirm you are a corporation, or a sole proprietor or partnership with a registered business name or an HST number, and that your Partner Details and application were true.

You are an independent contractor running your own business. You are not Doyo's employee, agent, franchisee, licensee, dealer, branch or partner in the legal sense, and you cannot make any promise or sign anything for Doyo. Your title is "Doyo Area Partner".

You decide your own hours, methods, staff and spending. You may keep your own clients, run your own contracting business and work with other platforms, subject only to sections 11 and 12.

You are responsible for your own taxes, HST, payroll, WSIB and registrations. Doyo does not withhold tax from what it pays you.

If you do not do trade work yourself, you must name a trade business in your application that will do site visits for you. You are responsible to Doyo for that business, and it must meet section 14.

4. Your Territory and exclusivity

You start on probation for 90 days. During probation your Territory is not exclusive.

At the end of probation Doyo reviews your results against the targets in section 5. If you meet them, your Territory becomes exclusive for 12 months, and stays exclusive for further 12-month periods while you keep meeting the quarterly targets. If you do not meet them, Doyo may extend probation once, by up to 90 days, or reopen the Territory on 30 days' written notice.

Exclusive means only this: Doyo will not appoint another Area Partner for any postal area in your Territory. It does not limit Doyo serving the Territory directly, taking bookings from anyone, running Doyo-operated services there, or offering Area Jobs to Pros from anywhere. Pros and Customers stay free to work and book wherever they like.

If your Territory reopens, this agreement continues unless one of us ends it. Your Own Pros' jobs then earn the outside rate in section 7.

5. Targets

Doyo measures your Territory from its own records, shown in your dashboard:

• Own Pros verified and active (at least one job in the last 90 days): 10 by day 90, 20 by day 180, 25 or more each quarter after that.
• Trades with at least two active Pros in the Territory: 4 by day 90, 7 by day 180, 8 or more after that.
• Requests in the Territory that find a Pro: 70% by day 90, 80% by day 180, 85% after that.
• Average rating in the Territory over the last 90 days: 4.5 by day 90, 4.6 by day 180, 4.7 after that.
• Claims you answer within 24 hours: 90% by day 90, then 95%.
• Data or brand breaches: none.

A quarter missed mainly because of something outside your control — a Doyo outage, a change Doyo made to prices or services in your Territory, or a supply problem Doyo caused — does not count against you. A breach of section 11 or section 13 counts as a missed quarter by itself.

Missing a target affects exclusivity only. It never reduces a share you have already earned.

6. What you do, and what Doyo keeps

You:

• recruit Pros through your invite code and link. You may recommend a Pro, but only Doyo approves Pros, after its own identity, licence, insurance and police checks;
• keep an eye on ratings, cancellations and expiring documents in your Territory, and coach your Own Pros on results;
• respond first to customer claims Doyo assigns to you, and make a site visit when Doyo asks (section 10);
• may promote Doyo locally under section 13. Whether you advertise and how much you spend is up to you.

Doyo alone decides, and you may not promise or change: prices, fees, discounts, coupons, credit and quotes; which Pros are approved, paused or removed, and how jobs are matched (you may not steer jobs to particular Pros); every Customer contract, payment, refund, cancellation and claim outcome; the Doyo brand; and the Platform and Platform Data.

Doyo is the seller to the Customer. Its duties to Customers under Ontario's Consumer Protection Act stay with Doyo. If you also take jobs as a Pro, those jobs run under the Doyo Provider Agreement, at normal pro pay, separately from this agreement.

7. Your share

You never pay Doyo. There is no fee, deposit, territory fee, training fee, software fee, advertising contribution, required purchase or minimum spend, payable to Doyo, anyone Doyo controls or any supplier Doyo names, to join, to stay a partner or to keep your Territory. You buy any advertising directly from whoever sells it.

Doyo pays you a share of the Net Fee on Orders, at the rates in your Partner Details. Unless your Partner Details say otherwise, the rates are Doyo's current defaults:

• Own Pro, Area Job: 50% of the Net Fee.
• Any other Pro, Area Job (the area share): 10%, while your Territory is on probation or exclusive.
• Own Pro, job outside your Territory: 20%, for as long as this agreement is in force and that Pro stays attached to you.
• Linked Customer bonus: 10 more percentage points on any Order a Linked Customer books within 12 months of signing up.
• Cap: your share on any one Order is never more than 50% of its Net Fee.
• Your own jobs as a Pro, and Orders you book yourself as a customer: no share.
• Recruiting other partners: nothing, ever. The program has one level only.

Only one of the first three rates applies to an Order, plus the Linked Customer bonus where it applies, up to the cap. Where two partners have a share in the same Order, together they never receive more than its whole Net Fee.

Each Order's partner, Territory and rate are fixed on the Order once a Pro is assigned to it. If the Order moves to a different Pro before anything is earned on it, it is worked out again for the new Pro.

No guaranteed work or earnings. Doyo does not promise any number of Customers, Orders, Pros or any level of earnings, in your Territory or anywhere. Examples, calculators and figures on Doyo's website or in conversations are illustrations, not forecasts. You confirm you are not relying on any of them, and that you decided to become a partner on your own judgment. You earn only on Orders actually completed and paid.

8. Net Fee

The Net Fee on an Order is what Doyo actually keeps from it: Doyo's fee (markup and commission) on the Order, minus coupon discounts, Doyo credit used, card-processing fees on each charge, refunds Doyo paid and did not recover from the Pro, and any part of the price that was never collected. It is never less than zero.

It does not include taxes, tips (which go to the Pro in full), visit fees on quote jobs, or amounts passed through to the Pro. An Order settled outside Doyo has a Net Fee of zero.

On a job the Customer paid the Pro in cash, the Pro owes Doyo its fee. Your share on that job is held until the Pro has paid what they owe.

Your statement shows how each Net Fee was reached. Doyo's records are used unless you show they are wrong.

9. When you are paid

• Earned: when the money for the Order is settled — the card payment is captured, the cash job is recorded, or a quote job's money is released to the Pro. The share starts as pending.
• Available: 30 days after it was earned, if nothing has reversed it, and on cash jobs once the Pro has paid what they owe.
• Paid: by the 15th of each month, for everything available by the end of the month before, by Interac e-Transfer to your business, with a statement listing every Order, its Net Fee, your rate, any reversal and HST where it applies.

Reversals. If an Order is refunded, cancelled, charged back or reversed, in whole or in part, the share on it is reduced in proportion, or cancelled. If a customer disputes a card payment, the share on that Order is held for up to 90 days while the dispute is decided, and cancelled if Doyo loses it.

Overpayments. If a share Doyo already paid is later reversed, Doyo may take the difference off later payments to you. Doyo tells you in writing what it took and why, and never takes more than it is owed. This is a correction, not a fee: you are never asked to pay Doyo from your own pocket for a reversal.

If you are HST-registered, give Doyo your number and Doyo adds HST to payments for your taxable services. Raise any question about a statement within 60 days of receiving it.

10. Claims and site visits

When Doyo assigns you a claim in your Territory, you respond within 24 hours through Doyo's support thread: read the job, the photos and the messages, and talk to both sides.

If Doyo asks for a site visit, you visit within 72 hours and file a report: date and time, who was there, photos, what the Customer says is wrong, what you saw (facts, not blame), whether the result matches the job description, your recommended next step, and any hazard and who you told. Doyo pays $75 per site visit it asked for, plus HST if you are registered, once the report is filed. Visits Doyo did not ask for are not paid.

The Pro fixes the work first. If that fails, you may recommend another qualified Pro, and Doyo offers the rework through the Platform. Doyo alone decides refunds, credits, warranty releases and escrow.

You may not promise or pay any refund, discount or compensation, admit liability for Doyo or a Pro, tell a Pro how to do the work, do or arrange paid work for the Customer outside Doyo, share the Customer's details, or enter a home without the occupant's consent or stay after being asked to leave.

Site safety. On a visit you are an inspector reviewing a finished or disputed result. You do not direct or control the Pro's work, workers, methods or work site, and you do not visit while work is in progress unless the Pro and the Customer agree. You follow the Pro's site safety rules and wear suitable protective equipment. If you see a hazard, tell the Pro, the occupant and Doyo straight away, and report anything the law requires to the proper authority. You are responsible for workplace safety duties to your own workers.

11. Customer and pro data

Doyo controls all Platform Data and stays accountable for it under Canada's privacy law (PIPEDA). You handle it only as Doyo's service provider, and only to review quality in your Territory, handle claims assigned to you, recruit and coach your Own Pros, and read your own statements.

What you can see. Your dashboard shows Area Jobs by service, date, status, postal area and rating, with your share — never a Customer's name, phone number, email, street address or job notes. Linked Customers appear only as a reference number. For your Own Pros you see name, trades, rating, jobs and onboarding progress — never their phone, email, ID, police check, bank details or earnings. A Customer's address and job details are shared with you only inside a claim assigned to you, and only for as long as you need them for that claim. The Platform enforces these limits, and you will not try to get around them or re-identify anyone.

You will not copy, export, screenshot or photograph lists, scrape, store outside the Platform, enter into any CRM, spreadsheet, address book, messaging app, or AI or automation tool, sell, or use Platform Data for your own business or marketing. You will not contact a Customer or Pro outside Doyo's channels, except your Own Pros about their Doyo work, and you will never send a Customer or Pro you met through Doyo a commercial electronic message. Consent they gave Doyo does not extend to you.

Security. Your dashboard login is yours alone: never share it. Use a device with a screen lock and current software, never a public computer. If anyone else in your business needs access, ask Doyo; each person needs their own login and must agree in writing to keep Platform Data as this section requires. You are responsible for what they do.

Doyo logs every time your account opens partner data, and may place test records in Platform Data. Contact with a test record outside Doyo's channels is evidence of a breach.

If you know or suspect that Platform Data has been lost, accessed, used or disclosed without authority, or your login has been compromised, tell Doyo at [email protected] within 24 hours, help contain it, cooperate with any report to the Privacy Commissioner and notices to the people affected, and tell no one else without Doyo's approval unless the law requires it.

Doyo may, on 5 business days' notice (or straight away after a suspected breach), check your compliance with this section, and you will cooperate. Delete any claim notes and photos kept outside the dashboard within 7 days of the claim closing. When this agreement ends, return or securely delete all Platform Data within 10 days and confirm it in writing.

This section prevails over anything else in this agreement on personal information and Platform Data.

12. Not taking Customers or Pros off Doyo

You will not, yourself or through anyone else, solicit, accept or do work for any Customer you dealt with or learned about through Doyo, for any service Doyo offers, other than through Doyo. This lasts while this agreement is in force and until the later of 12 months after that Customer's last Doyo Order and 12 months after this agreement ends. Linked Customers are Doyo Customers: you earn more on them, and you must not take them off the Platform.

While this agreement is in force and for 12 months after, you will not encourage any Pro to leave Doyo or to take Doyo Customers off the Platform. You may still hire or subcontract a Pro for work that has nothing to do with Doyo Customers.

Clients and subcontractors you worked with before your start date stay yours and are not covered by this section. Send Doyo the list within 14 days of accepting, with reasonable evidence of the earlier relationship if Doyo asks. A listed subcontractor who later joins through your link still counts as your Own Pro if they were not already on Doyo. Listing someone does not let you use Platform Data about them.

This is not a non-compete. You stay free to run your own business and to work on other platforms.

Losses from taking a Customer off Doyo are hard to measure: the value of a customer over time, the cost of finding them, and lost repeat work. So, for each Customer solicited or served in breach of this section, you will pay Doyo, as a genuine pre-estimate of its loss and not as a penalty, the greater of $1,500 and three times the Net Fee Doyo would have earned on the work taken off the Platform. Doyo may also ask a court to stop continuing misuse of Platform Data.

13. Brand and advertising

Doyo gives you a limited, non-exclusive, royalty-free permission to use the Doyo name and logo in your Territory, only as this section allows, and only while this agreement is in force. Doyo owns its brand and all goodwill from your use of it.

• Use only material from Doyo's marketing kit, or material Doyo approves in writing (email is enough) before you use it.
• Point every ad, flyer, QR code and post to your own Doyo link. Don't create your own Doyo booking pages or forms.
• Don't bid on "Doyo" or its misspellings as an ad keyword, or register any business name, domain, Google Business profile or social handle containing "Doyo".
• Don't call the program or yourself a franchise, franchisee or licensee.
• Don't state or imply prices, discounts, guarantees, timelines or service areas that differ from what the Doyo app shows at the time. Prices must be shown all-in, as Doyo shows them.
• Make clear in your own posts and recommendations that you are a paid Doyo Area Partner. Never write, buy or pay for reviews of Doyo or any Pro, or offer anyone anything for a review.
• Messages you send to your own prospects must meet Canada's anti-spam law (CASL): consent, your business identification and a working unsubscribe.
• Persian, French and Spanish material comes from Doyo. Don't translate Doyo's copy yourself without approval.
• Take down or change any ad or material within 24 hours of Doyo asking.

14. Insurance, licences, checks and the law

You keep, at your own cost, commercial general liability insurance of at least $2,000,000 per occurrence covering your site visits and activities under this agreement, with Doyo Innovative Solutions Inc. named as an additional insured. If you or your named trade business do trade work, you also keep the insurance and licences that trade requires. Send Doyo current certificates and keep them current. Doyo may pause your claims and site-visit work while a certificate is missing or expired.

If you have workers, or WSIB coverage is compulsory for your business, keep WSIB coverage and give Doyo a current clearance certificate. Otherwise confirm your exemption to Doyo in writing.

You, and each person who does site visits for you, go through Doyo's identity verification and give Doyo a clear police record check.

You comply with every law that applies to your business, including privacy, anti-spam, consumer protection, competition, advertising, workplace safety and tax laws. You will not agree with any other partner or competitor about prices, territories or customers.

15. Responsibility

You will cover Doyo, its directors, officers and employees against losses, claims, fines and reasonable legal costs arising from: your breach of this agreement; your negligence or wilful misconduct, or that of your staff or named trade business, including on site visits; your advertising; and any claim that you or your workers are Doyo's employees, or for tax, payroll or WSIB owed by your business. This does not cover losses Doyo itself caused.

You are not responsible for losses caused by an Own Pro's work unless you breached this agreement — for example, by vouching for a Pro you knew was unfit.

Doyo's total liability to you under or in connection with this agreement, for all claims together in any 12 months, is limited to what Doyo paid you under this agreement in the 12 months before the claim arose. This limit does not apply to shares Doyo owes you and has not paid, or to Doyo's fraud.

Your total liability to Doyo, apart from the exceptions below, is limited in any 12 months to the greater of $10,000 and what Doyo paid you in the 12 months before the claim arose. The limit does not apply to a breach of section 11 or 12, the indemnity above for third-party claims, or fraud or wilful misconduct.

Neither party is liable for the other's indirect or consequential losses, including lost profits, lost business, lost opportunity, or the cost of advertising or staff, except that Doyo's losses from a breach of section 11 or 12 are treated as direct.

The Platform is provided as it is and as available. Doyo is not liable for outages, errors, delays, changes to matching, prices or services, a Pro or Customer leaving Doyo, the loss or reopening of your Territory under section 4, or ending this agreement as it allows.

You confirm you have had the chance to get your own legal and financial advice before accepting this agreement.

16. Changes

Doyo may change sections 5, 7 to 10 and 13 by giving you at least 30 days' notice by email and in your dashboard. A rate change applies only to Orders that get a Pro after the notice period ends; Orders that already have a Pro keep their rates. An increase may apply sooner if the notice says so.

Founding Partners — the first five partners Doyo approves, as shown in your Partner Details — keep their rates for 24 months from their start date. No change during that time lowers them.

If you don't accept a change, you may end this agreement before it takes effect, without penalty.

Any other change takes a new version of this agreement, which you are asked to read and accept. Until you accept it, the version you accepted applies.

17. Term and ending

This agreement starts when you accept it and continues until one of us ends it.

Either of us may end it on 60 days' written notice, for any reason.

If Doyo reasonably suspects a breach of section 11, 12 or 13, or a risk to a Customer or Pro, it may pause your dashboard access, links and claims work while it looks into it, and tell you why. Shares keep being recorded while paused and are paid once the matter is resolved, unless it is resolved as a breach of section 11 or 12.

Doyo may end it immediately by written notice if you breach section 11 or 12, act dishonestly or fraudulently, harm a Customer or Pro, let your insurance lapse and do not fix it within 10 days of notice, become insolvent, or commit any other serious breach you do not fix within 15 days of notice. You may end it immediately if Doyo does not pay an amount it does not dispute within 15 days of your notice.

When it ends: your dashboard access and your links stop; no new Orders are added to your share; Doyo still pays your share on Orders that already had a Pro assigned before the end date, as they are earned and become available under section 9 — unless the agreement ended because you breached section 11 or 12, in which case Doyo may withhold shares on Orders connected with the breach; you stop using the Doyo brand and take down ads and materials within 7 days; and you return or delete Platform Data under section 11.

Sections 3, 8, 9 (for shares still owed and reversals), 11, 12, 15, 17 and 18 survive the end of this agreement.

18. General

Not a franchise. The parties intend this to be a commission-only services agreement and not a franchise. You confirm you have paid nothing, and agreed to pay nothing, to Doyo or anyone connected with Doyo for the right to become a partner or to operate in your Territory.

Assignment. You may not transfer this agreement or subcontract it, except site visits to your named trade business. Doyo may transfer it to an affiliate or to a buyer of its business.

Notices. Notices to you go to the email in your Partner Details, and operational notices may also appear in your dashboard. Notices to Doyo go to [email protected].

Disputes. We first try to settle any dispute by talking, then by mediation in Toronto. If it is not settled within 60 days of a request for mediation, either of us may refer it to final arbitration in Toronto by a single arbitrator under the Arbitration Act, 1991 (Ontario). Either of us may still go to court for an urgent order, including to protect Platform Data or enforce section 12.

Governing law. The laws of Ontario and the federal laws of Canada that apply there.

Whole agreement. This agreement, your Partner Details and, for any jobs you do as a Pro, the Doyo Provider Agreement are the whole agreement on this subject. If a court or arbitrator finds part of it unenforceable, the rest stays in force and that part is read down only as far as needed.

Language. The parties want this agreement in English. Les parties ont exigé que cette convention soit rédigée en anglais.