INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (“Agreement”) is made and entered into on 2025-12-17, by and between:

Company: TAPLOOK INC., o/a “TAPLOOK SPA” (the “Company”)
Registered Office: 4539 N 22ND ST, STE N, PHOENIX, AZ 85016, USA

AND

Contractor: Partner (the “Contractor”)
Email:
Address:

1. Definitions.

   Base Service Fee: Price charged to the client for Services excluding taxes and tips.

   Applicable Taxes: GST/HST/PST/QST or any successor consumption taxes at rates then in effect.

   Tax Portion: Portion of an invoice representing Applicable Taxes collected on the Base Service Fee.

   Services: Personal care/beauty services including nail care, manicure, pedicure, and related services performed at client premises, the Contractor’s premises, or any agreed location.

2. Scope of Work.

   The Contractor provides the Services on behalf of the Company, maintains professional standards of hygiene and conduct, and follows reasonable brand/quality guidelines communicated by the Company. Scheduling is coordinated based on mutual availability. The Contractor may accept or decline referrals.

3. Independent Business & Work Arrangement.

   (a) Operates an independent business; determines working time/availability; may serve other clients (non-exclusive); bears ordinary business risks/expenses.

   (b) Supplies and maintains own tools, consumables, and transportation.

   (c) May engage assistants/subcontractors with prior written consent and remains fully responsible for compliance and quality.

   (d) The Company refers clients considering service type, location, and availability and may decline referrals at its discretion.

   (e) Maintains reasonable communication and updates availability promptly.

4. Compensation; Applicable Taxes; Cash Handling; Invoicing.

   (a) Commission. Commission rates are set out in Schedule A. Unless otherwise stated, commission is calculated on the Base Service Fee (pre-tax) per completed appointment. The Company retains the remainder as a coordination/management fee.

   (b) Taxes. The Company is merchant of record and is responsible for charging, collecting, and remitting Applicable Taxes where required by law. Commission splits apply only to the Base Service Fee; the Tax Portion is not subject to commission and belongs to the Company for remittance.

   (c) If the client pays the Company, the Company remits the Contractor’s commission weekly by e-Transfer or cheque. The Contractor issues an invoice to the Company for their commission (including any taxes on that commission only if legally required).

   (d) If the client pays the Contractor (cash/e-Transfer), the Contractor receives payment as collection agent of the Company. Within 24 hours the Contractor must remit to the Company: 100% of the Tax Portion; and the Company’s share of the Base Service Fee per Schedule A, referencing the receipt number. The Contractor may retain only their commission share of the Base Service Fee.

   (e) Receipts & Records. All transactions, including cash, must be recorded via the Company’s online receipt system or an approved receipt form at the time of payment.

   (f) Refunds/Chargebacks. Verified refunds or chargebacks may be offset against future payouts.

   (g) Late Remittance. Amounts due (including the Tax Portion) not remitted within 24 hours may accrue a late fee of 2% per month (or the maximum permitted by law).

5. Independent Contractor Status; No Authority; Taxes.

   The Contractor is an independent contractor, not an employee, partner, or agent, and is solely responsible for their own taxes and statutory obligations. The Contractor has no authority to bind the Company.

6. Confidentiality, Privacy & Data Protection.

   The Contractor will safeguard client data, pricing, and Company information; use such information only to perform Services; and comply with applicable privacy laws (including Alberta’s PIPA) and Company policies.

7. Non-Solicitation.

   During the term and for twelve (12) months after termination, the Contractor shall not solicit or accept business directly from Company clients with whom the Contractor had contact through the Company, except through the Company or with its prior written consent.

8. Insurance; Health & Safety; WCB.

   The Contractor is responsible for appropriate commercial general/professional liability insurance, compliance with health/sanitation standards, and any municipal/provincial licensing. Where applicable, the Contractor is responsible for WCB coverage and must provide a clearance letter upon request.

9. Reporting & Oversight (Quality Only).

   The Contractor reports to the President & Strategic Director solely for quality control, brand standards, and client satisfaction. Nothing in this Agreement authorizes control over the means and methods by which Services are performed.

10. Indemnity & Limitation of Liability.

    The Contractor shall indemnify and hold harmless the Company from third-party claims arising from the Contractor’s acts/omissions, except to the extent caused by the Company’s direct negligence or willful misconduct. The Company’s aggregate liability is limited to the fees paid for the affected Service(s).

11. Term; Termination; Survival.

    This Agreement takes effect on 2025-12-17 and continues until terminated by either party upon fifteen (15) days’ written notice. The Company may terminate immediately for misconduct, material breach, or verified client complaints. Sections 4(b)–(g), 5–7, 9–16 survive termination as applicable.

12. Records; Audit.

    The Contractor will maintain accurate records and, upon reasonable prior notice, allow the Company to review necessary records solely to verify commission splits, remittances, and compliance.

13. Intellectual Property & Brand Use.

    Company trademarks/logos/brand standards remain Company property; any use requires prior authorization and ceases upon termination.

14. Notices.

    Notices shall be sent to the addresses/emails above (or as updated in writing) by email with confirmation of receipt or by recognized courier.

15. Governing Law.

    This Agreement is governed by the laws of the Province of Alberta and the applicable laws of Canada.

16. General.

    Entire Agreement; amendments in writing; severability; no waiver; non-assignment by Contractor without consent; force majeure; counterparts & electronic signatures (including e-signature). References to Applicable Taxes mean the rate(s) then in effect at the time of supply.

Language. The English version governs.

IN WITNESS WHEREOF, the parties execute this Agreement as of the date first above written.

Acknowledgment by Contractor. I acknowledge that I had the opportunity to ask questions and to seek independent legal advice, and that I understand the key terms of the English version.

Initials: ____    Date: ____

Schedule A – Commission Schedule (by Service Type)

1. Manicure / Pedicure / Combo
– First 10 completed appointments: Contractor commission 60% of Base Service Fee.
– From the 11th appointment onward: Contractor commission 65% of Base Service Fee.
– Company share = remainder of Base Service Fee (Applicable Taxes excluded).

2. Other Services (if any)
– Commission rates to be agreed in writing and appended to this Schedule.

Changes to this Schedule apply prospectively and require mutual written agreement.