This Provider Agreement (the “Agreement”) is entered into between you, together with the business you represent (“Provider,” “you,” or “your”), and Sparrow Local Technologies Inc., doing business as Sparrow (“Sparrow,” “we,” “us,” or “our”).
This Agreement applies in addition to the Sparrow Terms of Service and the Sparrow Privacy Policy, both of which are incorporated by reference. Where this Agreement and the Terms of Service address the same subject for a Provider, this Agreement governs.
You must accept this Agreement before your business can be listed publicly on Sparrow.
1. INDEPENDENT BUSINESS STATUS
1.1 Independence. You are an independent business. Nothing in this Agreement creates an employment, agency, partnership, joint venture, or franchise relationship between you and Sparrow.
1.2 No control over the work. Sparrow does not direct, supervise, schedule, or control how you perform your services, whom you hire, what tools you use, or the order in which you complete work. You determine your own methods, pricing, availability, and business decisions.
1.3 No representation. You may not describe yourself as an employee, agent, or representative of Sparrow, or make commitments on Sparrow's behalf.
1.4 Sparrow's role. Sparrow provides technology that helps customers find and communicate with independent businesses, and helps you run the operational side of your work. Sparrow is not the service provider and is not a party to the service contract between you and a customer.
2. YOUR RESPONSIBILITY FOR THE WORK
2.1 You are solely responsible for the services you agree to perform, including scope, workmanship, materials, timelines, safety, site conditions, clean-up, warranties, and any remedial work.
2.2 You are responsible for the accuracy of your business profile, service descriptions, service area, availability, and any claims you publish through Sparrow.
2.3 You will perform services professionally, lawfully, and in accordance with the agreement you make with each customer and with the standards ordinarily applied in your trade or profession.
3. LICENCES, PERMITS, AND CERTIFICATIONS
3.1 You will obtain and maintain every licence, registration, permit, trade ticket, professional designation, and certification required for your services in each place you work.
3.2 You will keep this information current in Sparrow and will promptly update or remove anything that has expired, lapsed, been suspended, or become inaccurate.
3.3 Sparrow may set requirements for particular service categories. Where a category requires a licence, certification, insurance, or supporting document, Sparrow may decline to list, or may unlist, a business that has not met that requirement.
3.4 Publishing false, expired, or misleading credential information is grounds for immediate removal from Sparrow.
4. INSURANCE
4.1 You are responsible for deciding on, obtaining, and maintaining insurance appropriate to your business, including any commercial general liability, professional liability, automobile, tools and equipment, or workers' compensation coverage required by law or by your customers.
4.2 Sparrow does not provide insurance to you, to your personnel, or to your customers, and Sparrow's own coverage does not extend to your work.
4.3 If you record insurance information in Sparrow, you confirm that it is accurate and that you will update it when it changes or expires.
4.4 Sparrow may display an insurance status only where Sparrow has actually reviewed the supporting document. A status displayed by Sparrow reflects what was reviewed on a particular date. It is not a confirmation that coverage remains in force, that limits are adequate, or that a claim will be paid.
5. PRICING AND QUOTING
5.1 You set your own prices, rates, minimums, deposits, travel charges, taxes, and cancellation terms.
5.2 Quotes and estimates you issue through Sparrow are your commitments to the customer. You are responsible for their accuracy, for clearly stating exclusions and assumptions, and for documenting changes in scope before performing additional work.
5.3 You will not use Sparrow to advertise a price you do not intend to honour, or to present charges that were not disclosed to the customer before the work was approved.
6. TAXES
6.1 You are responsible for determining, charging, collecting, reporting, and remitting all applicable taxes, including GST or HST and provincial taxes, and for your own income tax, payroll deductions, and remittances.
6.2 Sparrow provides configurable tax fields as a convenience. Sparrow does not provide tax advice and does not verify your tax registration, rates, or filings.
7. EMPLOYEES AND SUBCONTRACTORS
7.1 You are solely responsible for anyone you employ or engage, including hiring, screening, training, supervision, pay, benefits, deductions, and compliance with employment and occupational health and safety law.
7.2 Anyone you invite into your Sparrow account acts under your authority. You are responsible for the roles and permissions you grant, and for the conduct of those users.
7.3 Where you use subcontractors, you remain responsible to the customer for the work and for the handling of customer information.
8. CANCELLATIONS AND REFUNDS
8.1 You set your own cancellation, rescheduling, deposit, and refund policies, subject to applicable consumer protection law.
8.2 You are responsible for applying those policies consistently and for handling refunds, credits, price corrections, and warranty work relating to your services.
8.3 Sparrow may display your policies and may record cancellations, but Sparrow does not create the underlying right to charge a fee and does not decide whether a refund is owed.
9. CUSTOMER INFORMATION AND PRIVACY
9.1 Customer information you receive through Sparrow — including names, addresses, access instructions, photographs, messages, health or property details, and documents — may only be used to quote, deliver, invoice, and support the services the customer requested from you.
9.2 You will not sell customer information, use it for unrelated marketing without a lawful basis and appropriate consent, or disclose it except as needed to deliver the service or as required by law.
9.3 You will keep customer information secure, limit access to people who need it, and handle any personal information you collect in accordance with applicable Canadian privacy law.
9.4 You will notify Sparrow promptly at privacy@sparrowlocal.com if you become aware of a loss of, or unauthorized access to, customer information obtained through Sparrow.
10. ACCEPTABLE CONDUCT
You will communicate respectfully and in good faith, respond to customers within a reasonable time, honour appointments you have accepted, and conduct yourself in a way that does not create risk to people or property.
11. REVIEWS
11.1 Reviews are written by customers. You may not write, solicit, purchase, incentivize, or coordinate false reviews, and you may not threaten or retaliate against a customer for leaving an honest review.
11.2 You may respond publicly to a review. Responses must be professional and must not disclose a customer's personal, health, financial, or property information.
11.3 Sparrow may moderate, hide, or remove content that breaches these rules or applicable law.
12. PROHIBITED ACTIVITY
You will not: misrepresent your identity, credentials, or business; use Sparrow for unlawful, unsafe, discriminatory, or deceptive purposes; attempt to access another business's customers, messages, quotes, invoices, documents, or settings; interfere with the security or operation of Sparrow; scrape or bulk-extract data; or take steps designed to evade disclosed Sparrow fees, restrictions, or safety controls.
13. ACCOUNT SUSPENSION AND REMOVAL
13.1 Sparrow may unlist, restrict, suspend, or remove your business or a user in your account where Sparrow reasonably believes it is necessary to protect users, investigate a complaint or safety concern, comply with law, address a credential or insurance requirement, or enforce this Agreement.
13.2 Where practical and lawful, Sparrow will tell you the reason and, where the issue can be corrected, what is needed to restore listing.
13.3 You may stop using Sparrow at any time. Sections that by their nature should survive termination will survive it.
14. PAYMENTS MADE OUTSIDE SPARROW
14.1 During the pilot, Sparrow does not process, hold, transmit, or guarantee payments. Cash, cheque, e-transfer, card taken on your own terminal, and other external payments are exchanged directly between you and the customer.
14.2 Where you mark a payment as received, you are recording your own confirmation. Sparrow displays that record for convenience only and does not verify that funds were sent, received, cleared, or are irreversible.
14.3 You will record payments promptly and accurately, and will correct any record that turns out to be wrong.
15. FUTURE PLATFORM-PROCESSED PAYMENTS
15.1 Sparrow may later enable payments processed through the Platform or through a third-party payment provider. If you choose to use that feature, you may be required to accept the payment provider's terms and complete its onboarding and identity checks.
15.2 Sparrow will disclose any applicable transaction or platform fee, and the amount or calculation method, before it applies to you. No fee described in planning or marketing material takes effect until it is disclosed and in force.
15.3 Enabling processed payments will not change the status of payments already recorded as external.
16. RECORD KEEPING
You will keep your own records of quotes, invoices, payments, receipts, and any documentation required by law or by your regulator. Sparrow is a convenience record and is not a substitute for your accounting or statutory records.
17. DISPUTES AND COOPERATION
17.1 A dispute about the work is between you and the customer in the first instance. You will make a genuine effort to resolve it directly and promptly.
17.2 Either side may contact Sparrow support. Sparrow may help the parties communicate, provide relevant records from the Platform, and take account-level action where appropriate. Sparrow does not adjudicate the dispute and does not become responsible for the underlying service, workmanship, or payment obligation.
17.3 You will cooperate reasonably and in good faith with Sparrow's review of a complaint, safety concern, or suspected breach of this Agreement.
18. YOUR CONTENT AND INTELLECTUAL PROPERTY
18.1 You keep ownership of the logos, photographs, descriptions, documents, and other material you upload.
18.2 You grant Sparrow a non-exclusive, worldwide, royalty-free licence to host, store, reproduce, adapt for display, and publish that material to operate and promote your listing and the Platform. This licence ends for future public display when you remove the material or your listing, except for copies retained in records, backups, or as required by law.
18.3 You confirm you have the rights needed to upload the material and that it does not infringe anyone else's rights.
18.4 Sparrow keeps ownership of the Platform, its software, and its brand. Nothing here grants you rights in the Sparrow name or marks beyond ordinary reference to your presence on Sparrow.
19. PILOT STATUS AND CHANGES TO THE PLATFORM
19.1 Sparrow is operating a controlled pilot. Features may change, be added, be withdrawn, contain errors, or be temporarily unavailable.
19.2 Sparrow may modify the Platform and this Agreement. Where a change materially affects your rights or obligations, Sparrow will give reasonable notice and, where acceptance is required, ask you to accept the new version. Continuing to use Sparrow after a change takes effect means you accept it.
20. RESPONSIBILITY BETWEEN US
20.1 You are responsible for claims, losses, and costs arising from your services, your personnel, your credentials, your tax and employment obligations, your handling of customer information, and your breach of this Agreement.
20.2 Sparrow's responsibility to you is limited as set out in the Terms of Service. Nothing in this Agreement limits liability that cannot be limited under applicable law, including liability for fraud or for death or personal injury caused by negligence.
21. GOVERNING LAW
This Agreement is governed by the laws of the Province of Alberta and the federal laws of Canada that apply there, without regard to conflict-of-laws rules. The courts of Alberta have jurisdiction, subject to any non-waivable right you have to bring a claim in your own jurisdiction.
22. CONTACT
Questions about this Agreement: legal@sparrowlocal.com
Support and account issues: support@sparrowlocal.com
Privacy questions: privacy@sparrowlocal.com
Sparrow Local Technologies Inc., Calgary, Alberta, Canada.