Independent Contractor Agreement (Driver)

Agreement Overview

This independent contractor agreement is between ChaufX Inc. and the driver contractor. It confirms that ChaufX operates a platform connecting customers seeking professional drivers with independent contractors who operate the customer’s own vehicle.

The agreement takes effect as of the date of the final signature and is supported by Schedule A for services, fees, and compensation and Schedule B for background check consent.

1. Services

• The contractor provides the driving and related assistance services listed in Schedule A.
• The contractor may not subcontract services or use a substitute driver.
• The contractor decides how to perform the work, subject to law, customer route preferences, and platform safety standards.
• The contractor supplies their own smartphone, data plan, and tools needed to access the platform.
• The contractor may accept or decline bookings freely and is not required to accept a minimum number of bookings or hours.

2. Independent Contractor Status

• The contractor remains an independent contractor and not an employee, dependent contractor, agent, partner, or fiduciary of ChaufX.
• The relationship is non-exclusive, and the contractor may work for third parties, including competitors, provided there is no conflict with specific bookings.
• The contractor is not eligible for employee benefits from ChaufX.
• The contractor is responsible for their own taxes, payroll obligations, registrations, remittances, and related compliance.
• The contractor must monitor GST or HST thresholds and register when required, then notify ChaufX promptly.

3. Eligibility and Qualifications

• Drivers must hold a valid full-privilege provincial licence in good standing.
• Drivers must be at least twenty-three years old under ChaufX underwriting criteria.
• Drivers must have at least three years of driving experience in Canada or an equivalent jurisdiction.
• Drivers must maintain a clean driving abstract within platform policy thresholds.
• Drivers must be legally authorized to work in Canada and comply with applicable laws.
• Drivers must immediately notify ChaufX of licence suspensions, criminal charges, insurance lapses, or other changes affecting eligibility.

4. Vehicle, Insurance, and Safety Requirements

• Bookings are performed in the customer’s vehicle, and the customer’s insurance is primary for operation of that vehicle during the booking.
• Drivers must decline or stop a booking if a vehicle appears unsafe, uninsured, unregistered, or otherwise non-compliant.
• Drivers must maintain personal automobile insurance, including at least CAD $2,000,000 in third-party liability coverage and a non-owned automobile endorsement such as OPCF 27 or equivalent.
• Drivers must provide proof of insurance and updated driving documents during onboarding and when reasonably requested.
• Drivers must obey traffic laws, avoid impairment, avoid handheld device use while driving, complete vehicle checks, act professionally, and report incidents immediately.
• Senior assistance is limited to incidental, non-medical assistance and does not include medication administration or regulated health services.

5 and 6. Compensation and Membership-Tier Acknowledgements

• Driver fees and commission rules are set out in Schedule A.
• ChaufX keeps a platform commission from the customer’s payment before transferring the remaining amount to the contractor.
• Drivers bear their own performance expenses unless a cost is expressly approved or passed through under platform policy.
• Reasonable booking-related tolls, parking, and similar pass-through expenses may be charged as allowed by platform policy.
• Per-booking rates, minimum durations, and service expectations may vary by membership tier and are accepted when the driver accepts the booking.

7 to 9. Service Credits, Platform Insurance, and Rental Vehicles

• Where a customer alleges driver fault, ChaufX may investigate and determine fault for internal service credit purposes only.
• Any platform-level commercial or umbrella policy is intended to apply secondarily after the customer’s and driver’s own insurance where eligible, and does not replace the driver’s obligation to maintain coverage.
• Rental vehicle bookings may only proceed where the driver is listed as an authorized driver and required rental information has been recorded through the platform.

10. No Off-Platform Solicitation

During the term of the agreement and for twelve months after it ends, the contractor may not solicit, arrange, accept, or perform off-platform services for customers they were matched with through the ChaufX platform, unless ChaufX gives prior written consent.

11 and 12. Background Checks, Privacy, and Confidentiality

• Drivers must complete required background checks, identity verification, right-to-work verification, and driving abstract checks.
• Background screening is supported by Schedule B consent and may be repeated during the engagement where permitted by law.
• Drivers must protect ChaufX confidential information and customer personal information and may use it only as needed to perform bookings.
• Confidential information must be returned or destroyed when the relationship ends or when requested.

13 to 15. Intellectual Property, Representations, Indemnity, and Liability

• ChaufX retains ownership of the platform, branding, and related intellectual property.
• Drivers represent that they can lawfully enter the agreement, meet the qualification requirements, and will perform services professionally and lawfully.
• Drivers indemnify ChaufX for losses arising from their acts or omissions, breaches, legal violations, insurer claims, privacy breaches, and other specified issues.
• ChaufX’s liability to the contractor is capped, to the maximum extent permitted by law, at the fees actually paid to the contractor in the prior six months, subject to exceptions such as payment of undisputed fees.

16 to 19. Termination, Non-Solicitation of Personnel, Dispute Resolution, and General Terms

• Either party may terminate without cause on fourteen days’ written notice, or longer where required by law.
• ChaufX may suspend or terminate immediately for cause, including safety risks, fraud, licence or insurance issues, criminal matters affecting eligibility, adverse background check findings, or material breach.
• Certain obligations survive termination, including confidentiality, indemnities, non-solicitation, dispute resolution, and related legal protections.
• Disputes first go through good-faith negotiation, then confidential arbitration in Toronto, Ontario, subject to stated carve-outs such as urgent injunctive relief or small claims court matters.
• The agreement is governed by Ontario law and includes clauses for notices, severability, force majeure, language, electronic signatures, and entire agreement.

Schedule A. Services, Fees, and Compensation

• Services may include personal driving, event driving, designated driver services, senior assistance driving, wait-and-return driving, airport transfers, and other services introduced on the platform.
• Placeholder onboarding rates include personal driving at $29 per hour with a two-hour minimum, senior assistance driving at $39 per hour with a two-hour minimum, airport transfers at $29 within the defined service area, and specified overnight or late-night pricing.
• ChaufX retains a 30% platform commission on the gross booking fee, excluding taxes, gratuities, and pass-through expenses.
• Driver payouts are calculated weekly and generally paid within three business days after the end of each payout period.
• Fee disputes must be raised within ninety days of the applicable statement unless fraud or manifest error applies.

Schedule B. Background Check Consent and Authorization

• Background screening may include criminal record checks, vulnerable sector checks where applicable, driving abstract reviews, identity verification, right-to-work verification, and residence history verification.
• By signing the schedule, the contractor authorizes ChaufX and designated screening providers to collect, use, and disclose personal information for these purposes.
• Drivers have rights to be informed of adverse decisions, request copies of reports, dispute accuracy with the provider, and withdraw consent, though withdrawal may affect onboarding or ongoing engagement.
• Collected information must be handled in line with the ChaufX privacy policy and applicable law.