BLDit Contractor Agreement / Vendor Terms

Effective Date: May 10, 2025

This Contractor Agreement (the "Agreement") is entered into between BLDit Inc., a corporation incorporated under the laws of Ontario with its principal place of business at 202-1457 McCowan Road, Toronto, Ontario, M1S 5K7 ("BLDit"), and the independent contractor or vendor ("Contractor") who accepts these terms by registering or using the BLDit contractor platform.

1. Engagement and Scope

Contractor agrees that all work sourced via the BLDit platform is subject to BLDit’s full discretion and control. BLDit retains sole authority to assign, withhold, reassign, or cancel projects at any time and for any reason, without liability. The Contractor shall not have any claim against BLDit for loss of business, opportunity, or income resulting from lack of project allocation.

Contractor acknowledges that:

  • BLDit may prioritize or deprioritize contractors based on client reviews, responsiveness, pricing competitiveness, or internal business objectives;
  • Contractor shall not market their services independently to any BLDit-referred client without express prior written approval;
  • BLDit retains the exclusive right to present, negotiate, and coordinate project engagements on the Contractor’s behalf with users introduced via the platform.

All platform participation and referrals are conditional and non-guaranteed, and Contractor waives any right to exclusivity or assurance of ongoing work.

2. Independent Contractor Relationship

Contractor agrees that they are an independent contractor and will not assert or imply any employment relationship with BLDit. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties.

BLDit shall have no obligation to provide Contractor with benefits, vacation pay, sick leave, health insurance, pension contributions, or any other employment-related entitlements.

The Contractor shall:

  • Be solely responsible for all business operations, tax filings, HST remittance, insurance coverage, permits, and tools or equipment used to fulfill any engagement;
  • Assume all legal and financial liability associated with the work performed, including injuries, damages, or contractual breaches arising out of their services;
  • Indemnify and hold BLDit harmless against any claim, suit, investigation, or penalty resulting from a misclassification or regulatory breach arising from the Contractor’s conduct.

BLDit reserves the right to conduct periodic audits or require evidence of business registration, insurance, and tax compliance as a condition of continued platform access.

3. Licensing, Insurance, and Compliance

The Contractor must, at all times, maintain valid, current, and sufficient licensing, certification, and insurance coverage as required by law and as a condition to performing any work on or through the BLDit platform.

Specifically, the Contractor shall:

  • Maintain all applicable business licenses, trade or occupational certifications, permits, and zoning approvals, and provide BLDit with up-to-date copies on request;
  • Carry at all times, at their own cost and expense:
    • Commercial General Liability Insurance with coverage of not less than $2,000,000 per occurrence;
    • Workers' Compensation or WSIB coverage as required by provincial law;
    • Automobile liability insurance for any vehicles used in connection with contracted work;
    • Any other insurance coverage reasonably required by BLDit from time to time.

The Contractor shall:

  • Promptly notify BLDit in writing of any lapse, expiration, cancellation, or material modification of any license or insurance policy;
  • Comply fully with all municipal, provincial, and federal regulations related to the construction, renovation, or trade services they perform;
  • Refrain from performing any work unless they are in full compliance with all applicable licensing and insurance obligations.

BLDit shall not be liable for any fines, penalties, legal actions, or damages arising from the Contractor’s failure to comply with licensing or insurance requirements. Contractor agrees to indemnify and hold BLDit harmless from all consequences arising from such failure.

Failure to maintain valid licensing and insurance or to comply with applicable law shall be grounds for immediate suspension or termination from the BLDit platform, without compensation or notice.

4. Service Standards and Conduct

Contractor agrees to maintain the highest standard of professionalism, workmanship, and client service at all times, as determined solely by BLDit. Without limitation, the Contractor must:

  • Arrive punctually and complete all tasks diligently and on time;
  • Ensure that all tools, equipment, and materials used are safe and appropriate for the job;
  • Communicate respectfully and clearly with all clients and BLDit representatives;
  • Maintain a clean and safe working environment;
  • Never engage in fraudulent, discriminatory, or misleading practices.

Any client complaints or reports of unprofessional conduct will be taken seriously and may result in suspension, investigation, or immediate termination from the platform. BLDit reserves sole discretion to determine whether the Contractor has met these standards. Reinstatement is not guaranteed.

5. Payments and Fees

Contractor agrees that all fees, rates, and payment schedules are subject to BLDit’s policies and may be updated at any time with notice. BLDit may deduct platform, administrative, transaction, or referral fees from any payments due to the Contractor.

The Contractor:

  • Shall not directly invoice or solicit payment from any BLDit-referred client without prior written approval;
  • Acknowledges that any attempt to circumvent BLDit’s payment system constitutes a material breach;
  • Will pay a penalty of $5,000 per incident, plus legal and collection costs, for any unauthorized direct engagement or circumvention;
  • Is solely responsible for HST/GST/QST or other applicable taxes related to their earnings.

BLDit is not liable for any delays in payment caused by incomplete information, client defaults, or third-party payment processors. Contractors are encouraged to use BLDit’s platform-based invoicing and settlement processes.

6. Termination

BLDit may terminate this Agreement or restrict the Contractor’s access to the platform immediately and without notice, at its sole discretion. Termination may occur for any reason, including but not limited to:

  • Breach of this Agreement;
  • Negative client feedback or repeated complaints;
  • Failure to maintain licenses or insurance;
  • Misconduct, unsafe work practices, or reputational risk to BLDit.

Upon termination:

  • The Contractor must cease use of the platform and any BLDit branding or materials;
  • Complete any in-progress work to a commercially reasonable standard if directed by BLDit;
  • Return or delete all BLDit confidential information and documentation;
  • Remain bound by obligations relating to confidentiality, indemnity, and non-solicitation.

BLDit shall not be liable for lost profits, business interruption, or consequential damages resulting from termination of access or services.

7. Confidentiality and Data Handling

All platform data, customer lists, pricing information, designs, trade secrets, and other non-public information obtained through the BLDit platform shall be considered strictly confidential and proprietary to BLDit.

The Contractor agrees to:

  • Use such information solely for the purpose of completing BLDit-assigned work;
  • Not disclose or reproduce such information to third parties without express written consent from BLDit;
  • Implement reasonable safeguards to protect the confidentiality and integrity of this data.

This obligation survives termination of this Agreement indefinitely. Any breach will result in immediate suspension from the platform and may lead to injunctive relief and damages.

8. Limitation of Liability

To the maximum extent permitted by law, BLDit shall not be liable for any indirect, incidental, punitive, or consequential damages, including but not limited to lost profits, data loss, reputational harm, or downtime, arising out of or related to this Agreement.

The Contractor agrees:

  • That BLDit’s maximum aggregate liability under this Agreement, regardless of the nature of the claim, shall not exceed $100 CAD;
  • To indemnify and hold BLDit harmless against any claims, liabilities, damages, costs, and expenses (including legal fees) arising from or relating to the Contractor’s actions, omissions, negligence, or non-compliance.

These limitations apply even if BLDit has been advised of the possibility of such damages.

9. General Provisions

This Agreement constitutes the entire understanding between the parties and supersedes all prior discussions, communications, or agreements.

Governing Law

This Agreement shall be governed exclusively by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

Dispute Resolution

Any disputes arising from this Agreement shall be subject to binding arbitration in Toronto, Ontario, administered in accordance with the Arbitration Act, 1991 (Ontario), with costs borne by the losing party.

Non-Waiver

The failure of BLDit to enforce any provision of this Agreement shall not constitute a waiver of such right.

Severability

If any part of this Agreement is held unenforceable, the remaining provisions will remain in effect.

Assignment

Contractor may not assign or transfer any rights under this Agreement without prior written consent from BLDit.

By registering on the BLDit platform or accepting job referrals, the Contractor acknowledges that they have read, understood, and agree to be legally bound by the terms of this Agreement.