WrenchFinder Shop Services Agreement

Parties and structure

This WrenchFinder Shop Services Agreement (the Agreement) is between Lema Frontier Inc., operating from Alberta (WrenchFinder), and the automotive business identified in an executed Order Form (Shop). The Agreement, each Order Form, and referenced policies form the complete agreement. If terms conflict, the Order Form controls commercial details, then this Agreement, then online policies.

1. Services

Subject to the Order Form, WrenchFinder may provide a marketplace profile, hosted shop page or website, subdomain or custom-domain connection, service-request inbox, customer and vehicle workspace, service records, and role-based team access. An Order Form does not activate an undeployed feature. Chat, live calendar inventory, platform payments, commissions, public reviews, and paid placement require separate launch approval and written terms before they can be sold or used.

The Shop will timely provide accurate onboarding information, domain access, brand assets, service descriptions, prices, hours, staff access requirements, and other dependencies. Delays caused by the Shop move target dates without breach by WrenchFinder.

2. Order Forms, fees, and taxes

Setup fees, recurring service fees, included services, term, and invoice cycle are set out in the Order Form. Unless stated otherwise, amounts are in Canadian dollars, exclusive of GST/HST and other applicable taxes, and non-refundable once earned.

Invoices are due within 15 days. Overdue undisputed amounts may accrue interest at 1.5% per month (18% annually) or the maximum lawful rate, whichever is lower. WrenchFinder may suspend paid features after written notice of a material payment default.

3. Repair payments and refunds

The Shop is merchant of record and collects all current customer repair charges directly. The Shop is responsible for estimates, payment authorization, receipts, taxes, refunds, chargebacks, fraud, and compliance with payment and consumer-protection rules.

The current application does not process repair payments. Any future platform-payment feature requires a separate legal, privacy, security, tax, and processor review and a written amendment before launch.

4. Shop obligations and automotive services

The Shop is an independent contractor and solely responsible for its automotive business. The Shop represents and warrants that throughout the term it will:

• maintain all required business, automotive, or other licences, registrations, permits, and insurance;
• use qualified personnel, safe facilities and equipment, lawful parts and processes, and appropriate supervision;
• provide accurate listings, prices, availability, estimates, warranties, and material disclosures;
• obtain customer authorization for diagnosis, repair, additional work, test drives, storage, and charges as required;
• comply with employment, tax, environmental, safety, accessibility, privacy, anti-spam, consumer, and automotive laws;
• promptly handle customer complaints, warranty claims, property damage, refunds, and regulator inquiries; and
• not represent that WrenchFinder performs, certifies, guarantees, or supervises repair work.

5. Leads, bookings, schedule, and SLA

The Shop will monitor requests during its business hours and respond promptly. The current marketplace does not publish live calendar inventory, so each preferred time must be checked and confirmed directly. Unless an Order Form states a measured service level, target response times are operational goals rather than warranties.

WrenchFinder does not guarantee any number, quality, conversion rate, revenue, territory, ranking, or exclusivity of leads. A customer request can be incomplete, duplicated, cancelled, fraudulent, or unsuitable. The Shop decides whether to accept work and remains responsible for confirming the appointment directly.

6. Domains and hosted websites

Domain ownership follows the Order Form. A Shop-owned domain remains Shop property; the Shop grants WrenchFinder the access and DNS authority required to connect and operate it during the term. A domain registered by WrenchFinder for the Shop will be transferred after payment of all due amounts and reasonable transfer costs if the Order Form says the Shop owns it.

WrenchFinder retains all rights in its platform, templates, components, source code, tooling, and generic improvements. The Shop receives a non-exclusive, non-transferable right to use hosted services during the term. Unless expressly sold as a deliverable, the hosted website and its source code are not transferred to the Shop.

7. Shop content and licences

The Shop retains ownership of its pre-existing trade names, logos, photos, text, price lists, and other materials (Shop Content). The Shop grants WrenchFinder a worldwide, non-exclusive, royalty-free licence during the term, plus a reasonable wind-down period, to host, copy, adapt for format, display, and transmit Shop Content only as reasonably necessary to provide the agreed WrenchFinder services.

The Shop warrants that it owns or has permission to use Shop Content and that it is accurate and lawful. WrenchFinder may reject or remove content presenting legal, security, quality, or reputational risk.

8. Customer data and privacy

Each party is independently responsible for personal information under its custody or control. WrenchFinder may disclose a customer request to the selected Shop to facilitate the requested service. The Shop may use that information only to respond to and deliver the requested automotive service, maintain required records, resolve disputes, and for another purpose supported by valid consent or law.

The Shop must implement reasonable safeguards, limit staff access, maintain confidentiality, respond to privacy rights, securely dispose of data when no longer required, and notify WrenchFinder without unreasonable delay of any suspected loss, unauthorized access, disclosure, or security incident affecting WrenchFinder data. The Shop may not add customers to marketing lists merely because they submitted a request; commercial electronic messages must comply with CASL.

If one party processes personal information solely on behalf of the other beyond ordinary marketplace disclosure, the parties will execute an appropriate data-processing schedule.

9. Marketplace conduct

The current marketplace does not sell sponsored placement. The Shop may not submit false service or availability information, impersonate customers or businesses, interfere with other shops, scrape customer data, bypass access controls, or use the platform for unlawful discrimination or spam.

10. Confidentiality

Each receiving party will protect non-public business, technical, financial, security, customer, and product information using at least reasonable care; use it only to perform the Agreement; and disclose it only to personnel and advisers who need it and are bound to protect it. Exclusions apply to information lawfully known, public without breach, independently developed, or rightfully received from another source. Legally compelled disclosure is permitted with notice where lawful.

11. Warranties and disclaimer

Each party warrants authority to enter the Agreement. WrenchFinder warrants that it will provide paid services in a professional and workmanlike manner. The Shop must notify WrenchFinder of a claimed service defect within 30 days, and the exclusive remedy is re-performance or, if re-performance is not commercially reasonable, a pro-rated refund for the affected service period.

Except for express warranties, services are provided “as is” and “as available.” WrenchFinder disclaims implied warranties to the extent permitted by law and does not warrant uninterrupted service, error-free third parties, search position, lead volume, customer conduct, or business results.

12. Indemnification

The Shop will defend, indemnify, and hold harmless WrenchFinder and its affiliates, directors, officers, employees, and contractors from third-party claims, damages, fines, settlements, and reasonable legal fees arising from: automotive services or vehicle custody; Shop Content; Shop staff or subcontractors; breach of law, licence, warranty, privacy duty, or customer contract; taxes collected by the Shop; or the Shop breach of this Agreement.

WrenchFinder will defend and indemnify the Shop from a third-party claim that the unmodified WrenchFinder platform infringes a Canadian intellectual-property right, excluding claims caused by Shop Content, combinations not supplied by WrenchFinder, unauthorized use, or continued use after a replacement is offered. WrenchFinder may modify, replace, or terminate the affected feature and refund prepaid unused fees as the exclusive remedy.

The indemnified party must promptly notify the indemnifying party, provide reasonable cooperation, and allow control of the defence, provided no settlement admits fault or imposes non-monetary duties on the indemnified party without consent.

13. Limitation of liability

Neither party is liable for indirect, incidental, special, punitive, exemplary, or consequential damages, lost profits, lost revenue, loss of goodwill, or loss of data, even if advised of the possibility.

Except for excluded claims, each party aggregate liability arising from the Agreement will not exceed fees paid or payable by the Shop under the affected Order Form in the twelve months before the event. The cap and exclusions do not apply to unpaid fees, fraud, wilful misconduct, confidentiality breach, privacy or security obligations, indemnification obligations, intellectual-property misuse, or liability that cannot lawfully be limited.

14. Term, renewal, and termination

The Agreement begins on the first Order Form effective date. Each Order Form continues for its initial term and automatically renews for successive terms equal to the billing term unless either party gives at least 30 days written notice before renewal, unless the Order Form states otherwise.

Either party may terminate for material breach not cured within 15 days after written notice, or immediately for insolvency, fraud, unlawful activity, serious safety or privacy risk, loss of required licence, or repeated material breach. WrenchFinder may suspend while a serious risk is investigated.

15. Exit, data, and transition

On termination, access ends and unpaid amounts become due. WrenchFinder will assess a written request for Shop-owned profile content and records the Shop is legally entitled to receive and will arrange a commercially reasonable export where required by law or the Order Form. Exports exclude WrenchFinder software, security information, other users' data, and data prohibited from disclosure.

Remaining Shop data will be retained only as long as reasonably necessary for service wind-down, security, disputes, accounting, legal obligations, and backup cycles, then securely deleted or anonymized. The current service has no automated fixed-period deletion workflow. Domain transfer assistance and custom transition work may be billed only where the Order Form permits it.

16. General

The parties are independent contractors. Neither may bind the other. Neither party is liable for delay caused by events beyond reasonable control, excluding payment obligations. The Shop may not assign the Agreement without WrenchFinder consent, not to be unreasonably withheld in a bona fide business sale; WrenchFinder may assign it to an affiliate or successor.

Notices must be sent to the Order Form contacts by email and are deemed received on the next business day absent a delivery failure. Amendments must be in writing, including electronic acceptance by authorized representatives. Waiver must be express. Invalid terms are narrowed or severed, and the remainder continues. Headings are for convenience. Counterparts and electronic signatures are effective.

The Agreement is governed by Alberta law and applicable federal Canadian law. The parties attorn to the exclusive jurisdiction of Alberta courts. Before filing, business representatives will attempt good-faith resolution for at least 15 days, except for urgent relief or limitation periods.

Schedule references

Commercial and implementation details are completed in the Shop Order Form / Service Schedule, including package, setup fee, recurring service fee, deployed services, domain, target launch, SLA additions, and signatures.