Independent Technician / Provider Agreement
| Field | Value |
|---|---|
| Version | 1.0.0 |
| Effective date | August 8, 2026 |
| Audience | Independent locksmith technicians and individual service providers who register on the KeyZup platform (each a "Provider") |
| Acceptance method | Click-through acceptance at registration and at material re-acceptance prompts; continued use of the platform constitutes ongoing acceptance |
| Change notice | KeyZup may update this Agreement with notice via the app, email, or in-account message; material changes require renewed acceptance before continued platform use |
| Governing law | the laws of the state in which KeyZup is organized, without regard to its conflict-of-laws principles |
0. About this Agreement and about KeyZup
This Independent Technician / Provider Agreement (the "Agreement") is between KeyZup ("KeyZup," "we," "us," or the "Platform") and the individual technician or provider who registers and accepts it ("Provider," "you").
KeyZup is a technology marketplace and intermediary. KeyZup provides software that connects customers who need locksmith and related services with independent Providers and independent locksmith companies. KeyZup does not perform locksmith services, does not dispatch or direct the performance of services, and is not a locksmith company. KeyZup is not a party to the service transaction between you and the customer.
Independent-contractor relationship. The parties intend and agree that the relationship between KeyZup and the Provider is that of independent contractors, as described in Sections 1 and 2. Worker classification ultimately depends on the facts of the relationship and on the law of each jurisdiction (including state ABC tests, IRS common-law factors, and any applicable Canadian provincial standards), as provided by the laws applicable to your jurisdiction.
1. Independent-business relationship
1.1 You operate an independent business and offer your services to the public and through the Platform on your own account.
1.2 No employment, agency, partnership, joint venture, or franchise. Nothing in this Agreement creates an employment, agency, partnership, joint-venture, or franchise relationship between you and KeyZup. You are not an employee, agent, or representative of KeyZup, and you have no authority to bind KeyZup or act on its behalf. KeyZup does not grant you a franchise, a business opportunity, or a territory.
1.3 No employee benefits. You are not eligible for any employee benefits from KeyZup, including health coverage, paid leave, retirement, unemployment, or workers' compensation from KeyZup. You are responsible for your own benefits and coverage.
1.4 The parties intend the independent-contractor relationship described in this Agreement, and this description is not a substitute for compliance with applicable law.
2. No guaranteed jobs or income; control over method of work
2.1 No guarantee of jobs or income. KeyZup does not guarantee that you will receive any job requests, any minimum volume of work, or any level of income. The Platform makes opportunities visible; it does not promise them.
2.2 You control how you perform services. You determine the manner, means, and methods of performing your services, including the tools you use, your schedule, whether to accept or decline any request, and how you complete a job — subject to (a) applicable law and licensing requirements and (b) the Platform's safety, conduct, and quality rules that apply to all users (Sections 9–10). Platform safety and conduct rules are baseline requirements for platform access and are not direction over the details of your work.
2.3 No exclusivity. You may work for yourself, for other customers, for other companies, and on other platforms. Nothing here requires you to work exclusively through KeyZup.
3. Your tools, vehicle, and equipment
3.1 You supply, at your own expense, all tools, equipment, key-cutting and programming hardware, software, supplies, vehicle, mobile phone, and data plan needed to perform your services and to use the Platform.
3.2 KeyZup does not provide, reimburse, or maintain any of your tools, equipment, or vehicle, and is not responsible for their condition, safety, or compliance.
4. Licences, permits, taxes, and registrations
4.1 Licensing and permits. You are solely responsible for obtaining and maintaining all licences, permits, bonds, and registrations required to perform locksmith and related services in each jurisdiction where you operate, and for complying with all conditions attached to them.
4.2 Taxes. You are solely responsible for reporting and paying all taxes arising from your services and Platform activity, including income tax, self-employment tax, sales/use tax, and any GST/HST or provincial taxes in Canada. KeyZup does not withhold taxes on your behalf. Any tax forms KeyZup issues relate only to fees KeyZup charges you, not to earnings, because KeyZup does not pay you (Section 6).
4.3 Business registration. You are responsible for any business registration, DBA, or entity filings required for your business.
5. Insurance
5.1 You must obtain and maintain, at your own expense, the insurance required by law and appropriate to your business, which may include general liability, and where applicable commercial auto, tools/equipment, and any bond or coverage required by your licence.
5.2 You must keep coverage current for as long as you use the Platform and provide evidence of coverage on request. Lapsed or insufficient coverage may result in suspension (Section 16).
5.3 KeyZup does not provide insurance covering you, your work, your vehicle, or the customer's property, and is not a co-insured or beneficiary under your policies unless separately agreed in writing.
6. Payments — customer pays you directly; KeyZup does not pay you
6.1 Direct customer payment. The customer pays you (or your company) directly for services, outside the Platform. You set and collect your own price. KeyZup does not process the customer's service payment and does not collect, hold, or remit the customer's payment to you.
6.2 No earnings or payouts from KeyZup. KeyZup does not pay you wages, fees, earnings, commissions, or payouts of any kind. There is no KeyZup payout or earnings balance.
6.3 Pricing and final-price recording. You are responsible for quoting and charging a lawful, accurate price and for honoring quotes as required by applicable consumer-protection law. Where the Platform asks you to record a quoted price, final price, or job outcome, you must record it accurately. Recorded prices are used for platform records, fee calculation, dispute handling, and transparency — not as a KeyZup payment.
7. Platform fees, wallet, and billing authorization
7.1 Platform fees. In exchange for access to the Platform, you agree to pay KeyZup the platform fees disclosed in the app (for example, per-job or per-lead fees). Fees are charged to you as a Provider; they are not deductions from a customer payment (KeyZup never holds the customer payment).
7.2 Provider wallet. The Platform provides a Provider wallet used to fund platform fees only. The wallet is not an earnings account, does not hold customer payments, and does not represent money owed to you by KeyZup. Wallet balances are applied against platform fees you owe.
7.3 Card and auto-top-up authorization. You may authorize a payment card and/or an automatic top-up so the wallet maintains a balance sufficient to cover platform fees. By enabling auto-top-up, you authorize KeyZup (and its payment processor) to charge your card to top up the wallet at the threshold and amount you configure, and to charge platform fees. You may change or revoke this authorization in-app, subject to settling outstanding fees. KeyZup provides auto-renewal and recurring-charge disclosures as required by the laws applicable to your jurisdiction.
7.4 Failed fees. If a fee or top-up charge fails, KeyZup may restrict Platform features until the balance is resolved (Section 16).
7.5 Fees are non-refundable except as stated in the applicable schedule or required by law.
8. Customer property and access authorization
8.1 Locksmith work involves access to customers' vehicles, premises, and property. You must obtain proper authorization and verify the requesting person's authority and identity before performing entry, key, or access services, consistent with law, licence conditions, and good industry practice.
8.2 You are solely responsible for handling customer property carefully and for any damage or loss you cause. KeyZup does not authorize access on the customer's behalf and is not responsible for verifying the customer's authority.
9. Conduct and nondiscrimination
9.1 You must act professionally, lawfully, and safely, and must not harass, threaten, or endanger customers or others.
9.2 Nondiscrimination. You must not unlawfully discriminate against any customer or person on the basis of any characteristic protected under the laws applicable to your jurisdiction.
9.3 You must comply with the Platform's community and safety rules as updated from time to time.
10. Identity, licence, and insurance verification
10.1 You authorize KeyZup to verify your identity, licences, permits, and insurance, and to request documentation and re-verification at any time.
10.2 Verification is point-in-time and not a guarantee. Any verification confirms only what was reviewed at the time and does not guarantee your ongoing eligibility, competence, or conduct. You must keep your credentials current and notify KeyZup promptly of any lapse, suspension, revocation, or material change.
11. Background screening and rechecks
11.1 KeyZup may require background screening as a condition of access and may re-run screening periodically or upon cause.
11.2 Point-in-time; separate authorization. Background screening reflects information available at the time of the check and is not a guarantee of future conduct. Any consumer-report / background-check authorization and disclosures required by law (including FCRA and any state or provincial equivalents) are handled through a separate standalone authorization and disclosure, not through this Agreement.
11.3 Results may affect your eligibility for the Platform.
12. Cooperation with complaints and incidents
12.1 You must cooperate promptly and in good faith with KeyZup's handling of customer complaints, safety incidents, disputes, and investigations, including providing accurate information, job records, and documentation on request.
12.2 You must report to KeyZup any material safety incident, injury, property damage, or law-enforcement involvement arising from a Platform job within the timeframe KeyZup specifies.
13. Confidentiality of customer information
13.1 You will receive customer personal information (such as name, location, and contact details) solely to perform the requested services. You must use it only for that purpose, protect it, and not sell, share, or retain it beyond what is necessary and lawful under the privacy laws applicable to your jurisdiction.
13.2 You must comply with KeyZup's privacy and data-handling rules and applicable privacy law, and must delete or return customer information when no longer needed for a legitimate purpose.
14. Portfolio and media permissions
14.1 If you upload photos, media, reviews, or portfolio content, you represent that you have the rights and any needed consents to do so, and you grant KeyZup a non-exclusive, royalty-free licence to host and display that content in connection with the Platform and your profile.
14.2 You must not upload content that infringes rights, exposes customer personal information without consent, or violates law.
15. No subcontracting or account sharing
15.1 Your Platform account is personal to you. You may not share your login, let another person perform work under your account, or subcontract Platform jobs to others, except through workflows KeyZup expressly approves (for example, a company/technician structure under the separate Locksmith Company Agreement).
15.2 You are responsible for all activity under your account.
16. Suspension, restriction, and termination
16.1 By you. You may stop using the Platform and request account closure at any time, subject to settling outstanding platform fees.
16.2 By KeyZup. KeyZup may suspend, restrict, or terminate your access, with or without cause and with or without notice where permitted, including for suspected violation of this Agreement, safety concerns, failed verification or screening, lapsed credentials or insurance, unpaid fees, or legal/risk reasons.
16.3 Effect. On termination, your right to use the Platform ends. Sections that by their nature survive (including fees owed, confidentiality, indemnity, and limitations) survive termination.
17. Indemnity
17.1 To the maximum extent permitted by law, you will indemnify, defend, and hold harmless KeyZup and its affiliates, officers, and staff from and against claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising out of or relating to: your services; your acts or omissions; your use of the Platform; damage to or loss of customer property; your breach of this Agreement or law; your tax, licensing, or insurance obligations; or your handling of customer information.
18. Recordkeeping
18.1 You must keep accurate records of your jobs, prices, licences, insurance, and tax obligations as required by law and by this Agreement, and provide them to KeyZup on reasonable request in connection with disputes, incidents, or compliance.
19. Legal compliance
19.1 You must comply with all laws applicable to your business and services, including licensing, consumer-protection, privacy, tax, employment (if you engage others), and safety laws in each jurisdiction where you operate.
20. General
20.1 Disclaimer. The Platform is provided "as is." KeyZup does not warrant uninterrupted or error-free service. Nothing here limits liability that cannot be limited by law.
20.2 Limitation of liability. To the extent permitted by law, KeyZup is not liable for indirect, incidental, or consequential damages, or for the acts, omissions, services, or payment dealings between you and customers or companies.
20.3 Assignment. You may not assign this Agreement without KeyZup's consent. KeyZup may assign it to an affiliate or successor.
20.4 Entire agreement / severability. This Agreement, with the documents it references, is the entire agreement on its subject. If a provision is unenforceable, the rest remains in effect.
20.5 Governing law and disputes. This Agreement is governed by the laws of the state in which KeyZup is organized, without regard to its conflict-of-laws principles. Any dispute arising under it will be resolved in the courts located in that jurisdiction, except where applicable law provides otherwise.