Vendor (Business) Agreement

1. Relationship to other terms

This Vendor (Business) Agreement (“Vendor Agreement”) applies to Businesses that post Tasks or otherwise use Xpande in a business capacity. It supplements the Terms of Service and Privacy Policy. If there is a conflict between this Vendor Agreement and the Terms on a business-specific point, this Vendor Agreement controls for that point only.

2. Marketplace role

Xpande provides a technology marketplace to help Businesses connect with independent Field Partners. Xpande is not your employer, agent (except as expressly stated in product flows for limited payment facilitation), or joint employer with Field Partners. Unless Xpande expressly agrees otherwise in writing, Xpande is not a party to agreements between you and Field Partners for Task performance; Xpande facilitates connections only.

3. Accurate postings and lawful tasks

You agree that:

• your Task postings will be truthful, complete enough for a reasonable person to evaluate risk and requirements, and updated if material details change;
• Tasks will comply with applicable laws, including labour standards, human rights, occupational health and safety, licensing, environmental rules, marketing laws, and any sector-specific obligations that apply to you or the work;
• you will not request Tasks that require discrimination, harassment, unsafe conduct, or illegal activity; and
• you are responsible for determining whether a Field Partner relationship is appropriately classified in your jurisdiction and for any obligations you may have as a payer or principal.

4. Instructions, supervision, and outcomes

You are responsible for the instructions you provide, access you grant to premises or systems, materials you supply, and the outcomes of the work you request. Xpande does not supervise on-site performance, verify tool competency in person, or guarantee that a Field Partner will meet your standards.

5. Independent contractor relationship

Unless you and a Field Partner have a separate written agreement that expressly creates a different relationship, you intend to engage Field Partners as independent contractors for specific Tasks, not as employees of Xpande. You must not misrepresent employment status or induce Field Partners to violate law or platform policies.

6. Proof, acceptance, and good faith

You will review proof and completion materials promptly and in good faith. If you reject work, you will provide a fair explanation consistent with the posting and any written instructions. Unreasonable rejection, withholding of agreed payment without a good-faith basis, or abusive conduct may result in enforcement action on the Platform.

If a dispute arises between you and a Field Partner, you remain primarily responsible for resolving it. Xpande may offer discretionary assistance but is not obligated to decide disputes.

7. Payments, fees, and taxes

You are responsible for funding agreed payments, any platform fees disclosed at the time of charge, and all taxes, withholdings, remittances, and filings applicable to your business. Xpande may use third-party payment processors; their terms apply to you.

Xpande facilitates payments where product features support that facilitation. To the maximum extent permitted by applicable law, Xpande is not liable for disputes between Users, incomplete work, unsatisfactory outcomes, or chargebacks, except where applicable law requires otherwise.

8. Insurance and risk allocation

Depending on your Tasks, you may need commercial general liability insurance, workers’ compensation or similar coverage, cyber insurance, or other policies. You are responsible for evaluating your insurance needs. Xpande does not provide insurance as part of this Vendor Agreement unless separately stated in writing.

9. Indemnity

To the maximum extent permitted by applicable law, you will defend, indemnify, and hold harmless Xpande and its affiliates, directors, officers, employees, and agents from claims arising out of or related to your Tasks, postings, instructions, premises, payments, tax filings, employment or contractor classification decisions, or your breach of this Vendor Agreement, the Terms, or applicable law.

10. Limitation of liability

To the maximum extent permitted by applicable law, the disclaimers and limitations in the Terms of Service apply to you, including the aggregate liability cap described there.

11. Commercial fee schedule

Platform fees, subscriptions, or surcharges (if any) will be disclosed in-product before you incur charges. If a fee schedule is attached to an order form or enterprise agreement, that schedule controls for the covered account.

12. Governing law

This Vendor Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, consistent with the Terms of Service.