Cleaning Services · Effective Date: April 1, 2026
The agreement between Klenzaa Inc. and independent cleaning contractors who accept and perform bookings through the Klenzaa platform.
This Independent Contractor Agreement ("Agreement") is entered into by and between Klenzaa Inc., a federally incorporated company under the Canada Business Corporations Act, having its registered office located at 1116-9 Crescent Place, East York, Toronto, Ontario M4C 5L8 (known as the "Company"), and an independent contractor (hereinafter referred to as the "Contractor").
In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows:
The term of this Agreement shall begin on the date the Contractor electronically accepts this Agreement and continue until terminated in accordance with this Agreement, unless terminated earlier as set forth herein. The term of this Agreement may be extended by mutual agreement between the parties.
WHEREAS the Company operates a digital platform and operational solutions for connecting customers with professional cleaning service providers through the Klenzaa platform, which is aimed at improving service accessibility, efficiency and the customer experience.
The Contractor will provide the following services:
The Contractor shall perform services accepted through the Klenzaa platform in accordance with this Agreement, the Company's applicable policies, reasonable operational requirements communicated through the Klenzaa platform, and applicable laws. Nothing in this Agreement shall be interpreted as granting the Company control over the manner or means by which the Contractor performs the services.
Subject to providing the services as outlined above, the Contractor will be paid the applicable service fees displayed and accepted through the Klenzaa platform for each completed booking, together with any applicable taxes required by law.
Payments shall be processed in accordance with the Company's payment and payout policies and, where applicable, the Klenzaa Wallet Policy. The Contractor acknowledges and agrees that the Company may deduct or withhold any applicable platform fees, refunds, customer credits, chargebacks, payment processing adjustments, taxes, or other authorized deductions before remitting payment to the Contractor.
The Contractor acknowledges that payment processors or financial institutions may deduct applicable transaction, processing, payout, banking, or instant transfer fees from payments made to the Contractor, where applicable. Any such deductions will be disclosed through the Platform where reasonably practicable.
The Contractor acknowledges that payment is contingent upon the successful completion of the booked services, compliance with this Agreement, and compliance with the Company's applicable policies. The Company reserves the right to withhold or delay payment where there is a good-faith dispute regarding service quality, customer complaints, fraud, misconduct, or any breach of this Agreement until the matter has been reasonably investigated and resolved.
The Contractor shall at all times maintain all necessary and valid insurance coverage at their own expense, which may include but is not limited to:
If permitted, and upon request, the Contractor shall also provide insurance certificates indicating the name of the Company as an additional insured.
The Contractor further acknowledges that the provision of cleaning services may involve risk of bodily injury and/or accidental harm to oneself or to the property of the premises being cleaned. The Contractor shall be responsible for the loss or damage to a customer's property resulting from the Contractor's negligence, willful misconduct, or improper or unauthorized use of cleaning products or equipment. The Contractor voluntarily assumes all risks associated with provision of such services and personally assumes liability for damages arising from their actions or omissions or the actions of a Subcontractor (if applicable).
The Contractor shall immediately notify the Company of any incident involving bodily injury, property damage, theft, suspected fraud, customer complaint, insurance claim, or circumstance that could reasonably result in a claim against the Company or the Contractor.
The Company shall not be held liable for any injury, death, loss, damages including exemplary, incidental, special and/or punitive damages, claims or unforeseen expenses arising out of the Contractor's provision of services. The Contractor hereby waives any claim(s) against the Company or Subcontractors engaged by the Contractor that arise out of the Contractor's or Subcontractor's own negligence, actions, inaction or misconduct.
To the fullest extent permitted by law, the Contractor waives any claims against the Company in relation to the performance of its services except claims arising out of the Company's own gross negligence or where such waiver may be prohibited by law.
The Contractor agrees to indemnify and hold harmless the Company from any fines, penalties, assessments, governmental claims, tax liabilities, employment-related claims, or regulatory actions arising out of the Contractor's conduct, business operations, or failure to comply with applicable laws.
The Contractor shall not engage any subcontractor without prior written consent and approval from the Company.
The Contractor shall remain fully liable for any acts, omissions, damages or claims arising from the Subcontractor in performance of their assigned duties, and the Subcontractor shall also be governed by the same obligations, provisions and covenants covered within this Agreement as agreed to by the original Contractor.
The Contractor shall ensure that any approved subcontractor has successfully completed any identity verification, background screening, onboarding requirements, and insurance requirements established by the Company before performing any services.
The Contractor will provide the Contractor's services to the Company as an independent contractor and not as an employee. Nothing contained in this Agreement shall be construed as creating an employment relationship, partnership, joint venture, agency, franchise, or fiduciary relationship between the Company and the Contractor.
Accordingly:
The Contractor acknowledges that, during the term of this Agreement, the Contractor may have access to confidential and proprietary information relating to the Company, its Customers, and its business operations, including but not limited to customer names, contact information, property addresses, access codes, lockbox codes, alarm codes, photographs, videos, booking details, pricing information, cleaning preferences, and any other personal or confidential information obtained through the Klenzaa Platform or while performing the Services (collectively, the "Confidential Information").
The Contractor covenants and agrees that all Confidential Information shall be kept strictly confidential and shall not be copied, downloaded, exported, retained, disclosed, sold, transferred, or otherwise used for any purpose other than performing the accepted Services in accordance with this Agreement or as otherwise required by applicable law.
The Contractor shall not download, copy, export, retain, disclose, sell, transfer, or otherwise use any customer information obtained through the Klenzaa Platform except as strictly necessary to perform the accepted Services.
Any photographs or videos captured in connection with a Booking shall be used solely for documenting the Services, quality assurance, dispute resolution, or other purposes permitted under the Company's policies. The Contractor shall not retain, publish, share, distribute, or otherwise use such photographs or videos for any personal or commercial purpose without the prior written consent of the Company and the Customer where required by applicable law.
The Contractor acknowledges and agrees that the Company may collect and process location data through the Klenzaa Platform while the Contractor is travelling to, performing, and completing accepted Bookings. The Contractor consents to such location tracking and understands that enabling the required location permissions is necessary for the operation of the Platform, including verifying arrival and departure times, facilitating property access, providing Customers with service updates, maintaining service quality, and assisting with safety, dispute resolution, and fraud prevention. Such information shall be collected and used in accordance with the Company's Privacy Policy.
The Contractor represents and warrants that the Contractor is not a party to any written or oral agreement that would prevent the Contractor from entering into this Agreement or performing the Contractor's obligations hereunder. The Contractor further represents that providing Services through the Klenzaa Platform will not breach any confidentiality, non-disclosure, proprietary rights, non-competition, non-solicitation, or other contractual obligation owed to any third party.
During the term of this Agreement and for one (1) year following its termination, the Contractor shall not:
The obligations contained in this Section shall survive the termination or expiration of this Agreement.
The Contractor shall:
The independent contractor relationship contemplated by this Agreement shall continue until terminated in accordance with this Agreement unless terminated earlier as set forth below. The Contractor agrees that no additional advance notice or fees in lieu of notice are required in the event the relationship terminates in accordance with this Agreement.
The Contractor agrees that the Company may terminate this Agreement at any time without notice or any further payment if the Contractor is in breach of any of the terms of this Agreement or if the Company is unsatisfied with the performance of the Contractor in his or her duties.
The Company may terminate this Agreement at any time at its sole discretion, upon providing to the Contractor thirty (30) calendar days advance written notice of its intention to do so or payment of fees in lieu thereof.
The Contractor may terminate this Agreement at any time at its sole discretion upon providing to the Company thirty (30) calendar days' notice of the Contractor's intention to do so. Upon receipt of such notice the Company may waive notice, in which event this Agreement shall terminate immediately.
The Company reserves the right to immediately suspend the Contractor's access to the Klenzaa platform, including the ability to receive or perform bookings, where the Company reasonably believes that the Contractor has violated this Agreement, poses a safety or security risk, is the subject of a material customer complaint, is under investigation for fraud or misconduct, or where suspension is reasonably necessary to protect customers, the Company, or the integrity of the platform. Suspension may remain in effect while the Company conducts a reasonable investigation.
The Company may terminate immediately without notice in the event of:
All obligations to preserve the Company's Confidential Information, indemnities, intellectual property and other warranties and representations set forth herein, including obligations under this Agreement, shall survive the termination of this Agreement.
For greater certainty, the Contractor's obligations relating to confidentiality, non-solicitation, indemnification, payment adjustments, dispute resolution, and protection of customer information shall survive termination of this Agreement.
All supplies, equipment, keys, access devices, identification materials, and other property provided by the Company remain the property of the Company. The Contractor shall take reasonable care of the Company's property and shall return it promptly upon request or termination of this Agreement.
Upon termination of this Agreement or upon the Company's request, the Contractor shall immediately cease using the Company's trademarks, logos, uniforms, branded materials, customer information, digital credentials, and any other Company intellectual property or confidential information.
This Agreement, together with the Company's Terms of Service, Privacy Policy, Payment & Payout Policy, Service Provider Code of Conduct, Community Standards, Acceptable Use Policy, Property Access Policy, Property Damage & Liability Policy, Cancellation Policy, and any other policies, guidelines, or documents published by the Company and incorporated by reference from time to time, constitutes the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes all prior oral or written agreements, representations, negotiations, understandings, and commitments relating thereto.
This Agreement may only be amended by a written agreement, including an electronic agreement or electronic acceptance where permitted by applicable law, or by amendments made in accordance with the Company's Terms of Service or other policies incorporated by reference. The Contractor's continued use of the Klenzaa Platform following notice of any such amendment constitutes acceptance of the updated terms to the extent permitted by applicable law.
This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. The Contractor shall not assign, transfer, delegate, or otherwise dispose of any rights or obligations under this Agreement, in whole or in part, without the prior written consent of the Company.
The Company may assign, transfer, or otherwise dispose of this Agreement, in whole or in part, without the Contractor's consent in connection with a merger, acquisition, corporate reorganization, sale of assets, financing transaction, or by operation of law.
The Company reserves the right, at its sole discretion, to modify, suspend, restrict, or discontinue the Contractor's access to any feature of the Klenzaa platform where reasonably necessary for operational, legal, security, regulatory, technical, or business purposes. Such action shall not, by itself, create any entitlement to compensation unless otherwise required by applicable law or expressly provided in this Agreement.
This Agreement shall be governed and construed in accordance with Ontario law and all municipal and the federal laws of Canada (if applicable). If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives, effective as of the day and year first above written.
The parties acknowledge and agree that this Agreement may be executed electronically and that electronic acceptance, electronic signatures, or acceptance through the Klenzaa platform shall have the same legal force and effect as an original handwritten signature, to the fullest extent permitted by applicable law.