Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is entered into by and between Completeman (Pty) Ltd ("Completeman", "the Company", "our", "us"), a private company duly registered in accordance with the corporate laws of the Republic of South Africa, and you (the "Independent Contractor", "Service Provider", "Worker", "Contractor"), a self-employed professional trade specialist.

BY CREATING A WORKER PROFILE, COMPLETING THE DIGITAL ONBOARDING PROCESS, OR ACCEPTING A BOOKING OR DISPATCH ALLOCATION THROUGH THE COMPLETEMAN PLATFORM, YOU UNCONDITIONALLY AGREE TO BE BOUND BY THE ENTIRETY OF THIS CONTRACT. IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT LOG INTO THE APP OR RECEIVE SERVICE LEADS.

1. Status of the Contractor (Non-Employment Warranty)

1.1. Strict Independent Status: The Contractor explicitly warrants, acknowledges, and agrees that they are an independent third-party service provider. This Agreement does not create an employment relationship, employer-employee dynamic, agency, joint venture, or partnership between Completeman and the Contractor.

1.2. Statutory Exclusions: The Contractor acknowledges that they are not entitled to, and will not claim, any benefits under the South African Basic Conditions of Employment Act (BCEA) No. 75 of 1997 or the Labour Relations Act (LRA) No. 66 of 1995, including but not limited to:

• Paid annual, sick, or family responsibility leave.
• Overtime compensation, minimum wage guarantees, or severance pay.
• Unemployment Insurance Fund (UIF) contributions or medical aid matching.

1.3. Tools and Equipment: The Contractor is solely responsible for procuring, maintaining, and operating all vehicles, heavy machinery, specialized diagnostic equipment, safety gear (PPE), and tools required to perform physical services on-site. Completeman provides a mobile lead-routing application; it provides zero physical infrastructure or equipment.

1.4. Tax Indemnification: The Contractor is solely liable for their own tax obligations, including South African Income Tax, Provisional Tax, Pay-As-You-Earn (PAYE) if applicable, and Value Added Tax (VAT) management. The Contractor indemnifies Completeman against any claims or assessments made by the South African Revenue Service (SARS) regarding payouts processed through the platform.

2. The Binding Scope of Work & Service Protocols

2.1. The Digital Blueprint Baseline: Upon accepting a booking lead via the Contractor App, the Contractor is granted access to the customer-submitted technical parameters, text briefs, and images. This documentation is legally defined as the "Binding Scope of Work."

2.2. Mandatory Adherence: The Contractor contractually binds themselves to perform the physical on-site diagnostic assessment and construct their eventual repair quote strictly in accordance with the user-submitted Binding Scope of Work.

2.3. Discrepancy Protocol: If the Contractor arrives at the designated property and discovers that the actual on-site structural issues represent a material discrepancy from the Binding Scope of Work (e.g., job was booked as a simple tap replacement but is actually a collapsed mainline wall pipe), the Contractor must not commence physical repair labor. They must immediately update the job details or contact platform support to issue a "Scope Adjustment" through the App.

2.4. Strict Off-Platform Billing (Bypass) Prohibition:

• The Contractor is strictly prohibited from bypassing the Completeman Platform billing engine.
• The Contractor shall not solicit, suggest, accept, or arrange private cash payments, private banking transfers, or off-platform service agreements with any Customer introduced to them via the Platform.
• Any breach of this clause constitutes a material breach of contract resulting in immediate, permanent banishment from the platform, forfeiture of any pending wallet balances, and a contractual liquidated damages penalty of R10,000.00 per occurrence to cover platform client acquisition costs.

3. Schedules, Dispatch, and the Three-Strike Policy

3.1. Acceptance of Leads: The Contractor has full autonomy to accept or decline any algorithmically routed lead. However, once a Contractor taps "Accept Booking," they are contractually locked into that scheduling window.

3.2. The 15-Minute Grace Period Protocol: The Contractor must arrive at the property within the allocated timeframe. Upon arrival, if the Customer cannot be reached or denies access, the Contractor must activate the "Delayed Arrival" status inside the App, which kicks off a 15-minute countdown. If the Customer fails to provide access within 15 minutes, the booking is closed as a "Customer No-Show." The Contractor will be paid their agreed portion of the amount paid by the Customer (the Assessment Fee for assessment-first jobs, or the full booking price for direct-priced jobs) to cover travel and opportunity costs.

3.3. The Official Three-Strike Operational Policy: The Company operates a strict performance, reliability, and attendance monitoring framework. Infractions, no-shows, and late cancellations are monitored algorithmically over any rolling 90-day cycle and enforced through the following cumulative strike system:

• Strike 1 (The First Warning): Issued automatically if a Contractor fails to show up to an accepted booking without a verified emergency, or cancels an accepted booking with less than 2 hours' notice. The Contractor receives a digital warning notification via the Platform, and a flat R250.00 administrative penalty fee is debited from their pending platform wallet balance.
• Strike 2 (The Suspension Warning): Issued upon a second infraction within a rolling 90-day window. The Contractor faces an additional financial penalty fee, and their profile is temporarily suspended from receiving, viewing, or accepting new booking leads for a period of 7 calendar days. Their algorithmic rating and dispatch priority are permanently downgraded within the system.
• Strike 3 (Permanent Deactivation): Issued upon a third infraction within a rolling 90-day window. A third strike constitutes a total material breach of this Agreement. The Contractor's profile is permanently deactivated and blacklisted from the platform. Any pending wallet balances may be held for up to 30 calendar days to clear any open client dispute claims or rectify outstanding workmanship defects.

4. Financial Architecture & the Payout Split

4.1. Two Payment Models on the Platform: Completeman operates two distinct booking models, and the Contractor's payout structure depends on which model applies to the job accepted:

• (a) Direct-Priced Jobs: For most service categories (e.g. cleaning, gardening, moving assistance, appliance installation, pool care, pest control and other fixed-price services), the Customer pays the full booking price up-front via PayFast. Upon verified completion and Customer sign-off, the Contractor receives their contracted percentage split of that full booking amount, credited to their in-app wallet.
• (b) Assessment-First Jobs: For a limited set of trades where scope depends on on-site diagnosis (currently handyman, plumbing, electrical, tiling, painting, carpentry and guttering jobs booked with the "materials sourcing / measuring" option), the Customer pays an upfront Assessment Fee. Once the on-site diagnostic is completed and a formal quote uploaded via the App, the Contractor becomes eligible for their contracted percentage split of that Assessment Fee, credited to their wallet.

4.2. The Final Repair Quote Payout (Assessment-First Jobs only):

• If the Customer Accepts the formal quote uploaded by the Contractor, the remaining balance must be settled by the Customer through PayFast.
• Upon verified completion of the physical work and Customer digital sign-off in the App, the funds are split according to standard platform commission percentages and credited to the Contractor's wallet.
• If the Customer Rejects the final repair quote, the transaction terminates. The Contractor receives only their designated share of the initial Assessment Fee as remuneration for travel and diagnostic time. No further claims can be made.

4.3. Payout Disbursements: Cleared funds held in the Contractor's digital platform wallet are disbursed to their verified South African bank account via Electronic Funds Transfer (EFT) according to the platform's weekly or bi-weekly payout calendar.

5. Quality of Workmanship, Defect Liability, and Warranty

5.1. Professional Standards: The Contractor warrants that they possess the necessary certifications, municipal licenses, physical fitness, and technical expertise to execute the trades they select on their profile. All work must be completed in a highly professional manner, in alignment with South African National Standards (SANS) and building regulations.

5.2. The Contractor Warranty: The Contractor provides an unconditional, mandatory 30-day workmanship warranty on all physical structural installations or repairs executed through the platform.

5.3. Defect Rectification: If a Customer logs a valid structural complaint or installation defect within 30 days of job completion, the Contractor is obligated to return to the premises within 48 hours to inspect and remedy the defect at their own personal cost. If the Contractor refuses or fails to rectify their workmanship defect, Completeman reserves the right to dispatch an alternative contractor to fix the issue and deduct the entire cost from the original Contractor's pending wallet balances.

6. Indemnification and Liability Limitations

6.1. Exclusive On-Site Liability: THE CONTRACTOR ASSUMES EXCLUSIVE, SOLE LEGAL AND FINANCIAL LIABILITY FOR THEIR ACTIONS, CONDUCT, DEFECTS, OR ON-SITE PERFORMANCE.

6.2. Property Damage Indemnity: The Contractor explicitly indemnifies Completeman (Pty) Ltd, its directors, employees, and app infrastructure providers against any and all legal actions, claims, damages, lawsuits, or financial expenditures arising from:

• Physical damage caused to a Customer's immovable property, structural walls, plumbing networks, or personal assets.
• Theft or unauthorized displacement of property belonging to the Customer.
• Personal injury, third-party bodily harm, or accidental death taking place during the execution of services.

6.3. Public Liability Insurance: The Contractor is strongly encouraged to maintain their own private, active Commercial Public Liability Insurance policy. Completeman operates solely as a technological platform connector and carries zero insurance coverage for the physical, real-world acts executed by independent platform users.

7. Intellectual Property and Profile Imagery

7.1. Data Ownership: All data generated by the platform, including written client chats, job histories, background screening records, and geofencing location tracking logs, remains the exclusive property of Completeman.

7.2. Media License: By uploading photographic evidence of completed tasks, quotes, or site conditions into the App, the Contractor grants Completeman a perpetual, worldwide, royalty-free license to use those images for technical validation, dispute resolution, or marketing purposes.

8. Termination and Profile Suspension

8.1. Termination for Convenience: Either party may terminate this Agreement at any time for convenience by giving 7 days' written notice or by completely deleting/deactivating the Contractor account profile, provided no active bookings are currently assigned.

8.2. Immediate Termination for Cause: Completeman reserves the absolute right to terminate this contract and immediately deactivate, freeze, or delete a Contractor's account without prior warning, notice, or application of the strike system if:

• The Contractor attempts or executes an off-platform payment bypass with a client as defined in Section 2.4.
• The Contractor receives consistently low user reviews (falling below a 4.0-star trailing average).
• The Contractor behaves in a verbally abusive, discriminatory, unsafe, or threatening manner toward any Customer or platform administrator.
• The Contractor fails background verification checks or is discovered to have a criminal record involving violence, theft, or property damage.

9. Legal Disputes and Governing Law

9.1. Governing Law: This Agreement and the operational boundaries between the Contractor and the Company shall be governed and interpreted exclusively under the laws of the Republic of South Africa.

9.2. Severability: If any clause or provision of this contract is found by a South African court of competent jurisdiction to be invalid, illegal, or unenforceable, that specific clause shall be severed from the remainder of the contract, which shall continue to exert full legal force and validity.