Marketplace Provider Terms

1. Parties, structure, and effective date

1.1 These Marketplace Provider Terms (Provider Terms) are entered into between Qwoll Pty Ltd ACN 696 571 347 (Qwoll) and the person who registers as a Provider (the Provider).

1.2 These Provider Terms consist of this Common Section and the Addendum for the country in which the Provider offers Services. The Provider accepts the Common Section together with the Addendum for their country. Where a Provider offers Services in more than one country, the Addendum for each such country applies to Services offered there.

1.3 Where there is any inconsistency between the Common Section and an Addendum, the Addendum prevails for matters in the country it governs.

1.4 These Provider Terms take effect when the Provider accepts them during onboarding and continue until terminated under clause 9. They form part of, and are read with, the Platform Terms of Service.

2. Definitions

In these Provider Terms:

• Booking means an arrangement created through the Platform under which the Provider is engaged to deliver Services to a Client.
• Client means a clinic, pet owner, or other person who books Services through the Platform.
• Credentials means all professional registrations, qualifications, accreditations, licences, certifications, insurance policies, and identity documents the Provider supplies to Qwoll.
• Introduction means the first occasion on which a Qwoll-Originated Client engages with the Provider through the Platform. Bringing a Provider-Originated Client to the Platform is not an Introduction.
• Platform means the Qwoll software platform and the services Qwoll provides through it.
• Facilitation Fee means the fee Qwoll charges for connecting a Provider with a Qwoll-Originated Client. It applies only to Bookings with Qwoll-Originated Clients, is payable by the Client in addition to the Provider's rate, and is shown in the total price disclosed to the Client before the Client confirms the Booking.
• Product means a Qwoll product line through which Services are offered — Locum Hub, Pet Sitting+, Mobile Vet Nursing, or such other product lines as Qwoll introduces.
• Provider-Originated Client means a Client whom the Provider first connected with otherwise than through Qwoll, including the Provider's own existing or past clients whom the Provider brings to the Platform. A Client does not become a Qwoll-Originated Client merely because a Booking with them is processed through the Platform.
• Provider Type means the role under which the Provider registers: veterinarian, veterinary nurse / technician, vet-trained sitter, or such other categories as Qwoll defines.
• Qwoll-Originated Client means a Client whom the Provider first connected with through Qwoll's matching or facilitation, and not from the Provider's own client base.
• Reserved Veterinary Act means any act that the law of the Provider's jurisdiction reserves to a registered veterinarian (in some jurisdictions described as an “act of veterinary science” or the “practice of veterinary medicine”), including diagnosis, prescription, surgery, anaesthesia, and clinical decision-making.
• Services means the services the Provider offers and performs via the Platform, being services within the Provider's professional scope of practice that they are lawfully qualified, registered and permitted to perform in the jurisdiction where they perform them.
• Scope of practice means the services a Provider is lawfully qualified, registered and permitted to perform in the jurisdiction where they perform them.

3. Provider warranties

3.1 The Provider warrants on the date of these Provider Terms, on each renewal of any Credential, and on each Booking, that:

1. (a)all Credentials supplied to Qwoll are true, complete, accurate, and current;
2. (b)the Provider holds all registrations, qualifications, licences, and authorisations required to lawfully perform the Services they offer in each jurisdiction where they offer them;
3. (c)the Provider is not subject to any current disciplinary order, suspension, condition, or restriction by a veterinary board, regulator, or professional body that materially affects their ability to perform the Services;
4. (d)the Provider holds current professional indemnity insurance and current public liability insurance meeting the minimums in the applicable Addendum, and that cover extends to the Services performed via the Platform;
5. (e)the Provider will perform Services strictly within their professional scope of practice;
6. (f)where the Provider is a veterinary nurse, technician, or vet-trained sitter, the Provider will not perform any Reserved Veterinary Act via the Platform, except where lawfully delegated by a veterinarian and within the Provider's scope of practice and applicable law;
7. (g)the Provider has the legal right to work in each country and region in which they offer Services; and
8. (h)the information the Provider records about Bookings is true and complete.

3.2 The Provider must notify Qwoll in writing within 48 hours of becoming aware that any warranty in clause 3.1 has become inaccurate, including lapse or suspension of any Credential, commencement of any disciplinary proceeding, any relevant criminal charge, or any change in the right to work. Changes to insurance cover are governed by the notice period in clause 8.2.

3.3 Each warranty is given afresh on each Booking. Qwoll relies on each warranty in continuing to facilitate Bookings, and is not required to independently verify each warranty before any individual Booking, without limiting its audit rights under clause 7.

4. Provider indemnity

4.1 The Provider indemnifies and must keep Qwoll, its directors, officers, employees, and agents indemnified against all claims, losses, damages, costs (including legal costs on an indemnity basis), penalties, fines, and liabilities arising directly or indirectly out of or in connection with:

1. (a)any breach by the Provider of any warranty in clause 3, or any failure to notify under clause 3.2;
2. (b)any misrepresentation by the Provider regarding their Credentials, scope of practice, identity, or right to work;
3. (c)the Provider's performance, non-performance, or negligent performance of any Service, including any clinical or professional act, omission, or judgement;
4. (d)any breach by the Provider of applicable law, regulation, professional standard, or code of conduct; and
5. (e)any action, sanction, fine, or penalty imposed on Qwoll by a regulator, veterinary board, professional body, or tax authority arising out of the Provider's conduct, status, or compliance failures.

4.2 The indemnity in clause 4.1 does not extend to any loss to the extent caused by Qwoll's own negligence, breach of these Provider Terms, wilful misconduct, or breach of statute.

4.3 The Provider must, on Qwoll's reasonable request and at the Provider's cost, provide information and assistance to investigate, defend, or settle any claim covered by clause 4.1. Qwoll will not settle a claim in a way that imposes a continuing obligation on the Provider without the Provider's consent, not to be unreasonably withheld.

4.4 Clause 4 survives termination in respect of any claim connected with conduct that occurred before termination.

5. Services and scope of practice

5.1 The Provider determines and offers their own services and sets their own rates. The Provider must only offer, accept and perform services within their professional scope of practice that they are lawfully qualified, registered and permitted to perform in the jurisdiction where they perform them.

5.2 A veterinary nurse, technician or vet-trained sitter must not perform any Reserved Veterinary Act via the Platform, except where lawfully delegated by a veterinarian and within the Provider's scope of practice and applicable law.

5.3 For the Mobile Vet Nursing product, the Provider provides nursing care and does not include any Reserved Veterinary Act, including diagnosis of a new condition, prescription or alteration of a medication regime, administration of medication not prescribed for the specific patient, anaesthesia, surgery, euthanasia, or any clinical decision about diagnosis or treatment.

5.4 Where a Service involves executing an existing veterinary prescription or treatment plan, the Provider must, before performing it, satisfy themselves that a current prescription or plan from the patient's treating veterinarian exists and authorises the Service, and must record the treating veterinarian and the relevant plan in the Platform. Qwoll does not itself verify or authorise the prescription; responsibility for confirming it rests with the Provider.

5.5 If, during a Service, the Provider encounters a matter outside their scope of practice, or that requires veterinary judgement, the Provider must immediately cease the relevant activity, document it, and refer the Client back to the patient's treating veterinarian.

5.6 The Provider is responsible for the manner, timing, and quality of each Service. Qwoll does not direct, control, or supervise the Provider's performance.

6. Payments, Facilitation Fee, and anti-circumvention

6.1 Payments are processed by a third-party payment provider (currently Stripe, via Stripe Connect). The Provider sets their own rate and receives it in full for every Booking. The Provider must establish and maintain a payout account with that provider and is bound by that provider's terms. Qwoll does not hold the Provider's funds; the Client's payment is processed by the payment provider and the Provider's rate is paid to the Provider's payout account. The payment provider charges its own payment-processing fees, which are separate from and additional to any Facilitation Fee. Those processing fees are the payment provider's, not Qwoll's; Qwoll neither receives nor retains them. Where a Booking is processed through the Platform, the processing fee is included in the total price disclosed to the Client before the Client confirms, so that the Provider receives their rate in full.

6.2 For Bookings with a Qwoll-Originated Client, Qwoll charges the Client a Facilitation Fee in addition to the Provider's rate, shown in the total price disclosed to the Client before the Client confirms the Booking; the Provider receives their rate in full and Qwoll retains the Facilitation Fee. No Facilitation Fee applies to Bookings with Provider-Originated Clients (including a Provider's own existing clients brought to the Platform) — for those Bookings the Provider receives their rate in full and the Client pays no Facilitation Fee. Where a Booking with a Provider-Originated Client is processed through the Platform, the payment provider's processing fee described in clause 6.1 still applies even though no Facilitation Fee is charged; alternatively, the Provider may arrange payment for a Provider-Originated Client outside the Platform.

6.3 The anti-circumvention obligation in clause 6.4 applies only to Qwoll-Originated Clients. It does not apply to Provider-Originated Clients. The Provider may engage a Provider-Originated Client off the Platform at any time, with no fee owed to Qwoll — including a Client the Provider brought to the Platform from their own client base.

6.4 For twelve (12) months after an Introduction (the Restricted Period), the Provider must not engage that Qwoll-Originated Client off the Platform for Services of a kind the Provider offers through the Platform, where the purpose or effect is to avoid the Facilitation Fee.

6.5 Clause 6.4 does not prevent the Provider from performing services other than through the Platform, engaging a Client as an employee under a separate arrangement, or continuing with any Client after the Restricted Period without payment to Qwoll.

6.6 Where the Provider breaches clause 6.4, the Provider must pay Qwoll an amount equal to the Facilitation Fees Qwoll would reasonably have earned had the relevant engagements been made through the Platform, calculated by reference to the Provider's average Facilitation Fee per Booking and the number of off-Platform engagements with that Qwoll-Originated Client during the Restricted Period. The parties intend this to be a genuine pre-estimate of Qwoll's loss and not a penalty.

6.7 Qwoll may introduce a platform-access or subscription fee for a Provider's use of the Platform's tools, including for Bookings with Provider-Originated Clients, on at least 30 days' notice under clause 14.

7. Verification regime

7.1 The Provider acknowledges that, during the early operating period, Qwoll's primary verification mechanism is the Provider's own warranties under clause 3, supplemented by sample-based and risk-based audit, and that Qwoll does not undertake comprehensive automated verification of every Credential.

7.2 The Provider authorises Qwoll, on reasonable notice and at no cost to the Provider, to access the Provider's public registration record, request supporting evidence for any Credential, engage commercial verification services consistent with applicable privacy law, and introduce additional verification processes over time (with consent where additional personal information is required).

7.3 The Provider must cooperate in good faith with any verification process. Refusal is grounds for suspension under clause 9.

7.4 Where Qwoll discovers that a warranty was inaccurate when given, Qwoll may suspend or terminate under clause 9, in addition to any other remedy.

8. Insurance

8.1 Throughout the term, the Provider must maintain at their own cost professional indemnity insurance, public liability insurance, and (where they use a vehicle for Services) business-use motor insurance, each meeting the minimums in the applicable Addendum.

8.2 The Provider warrants that they hold current cover meeting the minimums in the applicable Addendum. During the beta operating period (clause 13), the Provider confirms this cover by attestation at onboarding and must provide a current Certificate of Currency on Qwoll's request; Qwoll may, on reasonable notice, require a Certificate of Currency at onboarding once the beta period ends. The Provider must notify Qwoll within 7 days of any cancellation, lapse, or material reduction in cover.

8.3 Qwoll does not provide insurance cover for the Provider in respect of the Services. The Provider is solely responsible for arranging and maintaining their own insurance.

9. Suspension and termination

9.1 Qwoll may immediately suspend the Provider's access, with notice explaining the grounds, on: verification that a warranty was inaccurate; lapse or suspension of a required Credential; a disciplinary proceeding raising a material fitness concern; a credible animal-welfare or misconduct report; lapse of required insurance; failure to cooperate with verification; or a court or regulator order requiring suspension.

9.2 During suspension the Provider cannot accept Bookings but remains entitled to payment for completed Bookings. Qwoll reinstates promptly once the ground is resolved to its reasonable satisfaction.

9.3 Qwoll may terminate by written notice if a suspension ground persists beyond 30 days unremedied, the Provider becomes insolvent, the Provider materially or repeatedly breaches these Provider Terms, or the Provider's registration is permanently cancelled.

9.4 The Provider may terminate at any time on 30 days' written notice, remaining responsible for Bookings already accepted unless reasonably reassigned.

9.5 Clauses 3, 4, 6, 10, 11, 12, 15, 16, and 17 survive termination, together with any other clause that by its nature is intended to survive.

10. Independent contractor relationship

10.1 The Provider is engaged as an independent contractor. Nothing in these Provider Terms creates a relationship of employer and employee, principal and agent, partnership, or joint venture. The specific classification framework for each market is set out in the applicable Addendum.

10.2 The Provider is solely responsible for their own tax, social-security and superannuation obligations, business registrations, professional registration and continuing education, tools and equipment, and decisions about which Bookings to accept, when and where to work, and what to charge.

10.3 The Provider may, subject to Client agreement and any reasonable Platform process, substitute another suitably qualified provider to perform a Booking, provided the standard of Service is not reduced.

10.4 The Provider is not required to accept any minimum number of Bookings or work any minimum hours. There is no mutuality of obligation beyond the obligations expressly set out in these Provider Terms.

10.5 Qwoll does not restrict the Provider from offering services to other clients, on other platforms, or directly to clinics or pet owners, subject only to clause 6.

11. Confidentiality and data

11.1 The Provider must keep confidential all non-public information about Qwoll, the Platform, other Providers, Clients, and Bookings, and use it only to perform under these Provider Terms.

11.2 The Provider must not copy, extract, or scrape Qwoll's Client database, provider directory, or other proprietary data.

11.3 The Provider handles Client personal information in accordance with the privacy law of the applicable jurisdiction (set out in the Addendum) and Qwoll's Privacy Policy, and must report any actual or suspected privacy breach to Qwoll within 24 hours.

12. Limitation of liability

12.1 Qwoll provides the Platform with reasonable care and skill. Qwoll does not warrant the volume or value of Bookings, the conduct or service quality of any Client or other Provider, or continuous Platform availability.

12.2 To the maximum extent permitted by law, Qwoll's aggregate liability to the Provider for any cause is limited to the total Facilitation Fees retained by Qwoll in respect of the Provider's Bookings in the twelve (12) months preceding the event giving rise to the claim.

12.3 Neither party is liable for indirect, consequential, special, or punitive loss, including loss of profits or goodwill.

12.4 Nothing in this clause excludes, restricts, or modifies any right, guarantee, or remedy the Provider has under the consumer-protection law identified in the applicable Addendum, or any other law, that cannot be lawfully excluded.

12.5 The cap in clause 12.2 does not limit the Provider's liability under the indemnity in clause 4 for fraud, breach of the warranties in clause 3, or the Provider's own professional acts or omissions — matters within the Provider's control and insurance. For any other head of indemnified loss, the Provider's aggregate liability is subject to the same cap that applies to Qwoll under clause 12.2.

13. Beta-stage acknowledgement

13.1 The Provider acknowledges that the Platform is in early operation, that features and the services Qwoll facilitates may change, that verification is partly self-attestation and sample-audited (clause 7), that reasonable process changes may be applied prospectively on notice, and that Qwoll may retrospectively suspend or terminate under clause 9 on discovery of a misrepresentation that pre-dated the discovery.

13.2 During the beta operating period the Provider may be given early access to features that are still in development, and is asked to help test and improve the Platform. Any Feedback the Provider gives, and the intellectual-property position in any beta or pre-release feature, are governed by clauses 17.5 and 17.6. The beta Platform and any unreleased features are Qwoll's confidential information under clause 11.

14. Changes to these Provider Terms

14.1 Qwoll may amend these Provider Terms. Material changes (including changes to the Facilitation Fee, the indemnity, insurance obligations, or a change to the categories of service Qwoll facilitates that materially affects the Provider) require at least 30 days' prior written notice.

14.2 If the Provider does not accept a material change, the Provider may terminate before it takes effect, without penalty, by written notice within 30 days of the change notice.

14.3 Non-material changes take effect on publication.

15. Severability and reformation

15.1 If any provision of these Provider Terms is held invalid, void, or unenforceable in any jurisdiction:

1. (a)that provision is severed only to the extent of the invalidity and only in that jurisdiction;
2. (b)the remaining provisions, and that provision in every other jurisdiction, continue in full force;
3. (c)the severed provision is automatically read down or reformed to the maximum extent enforceable in that jurisdiction so as to give effect, as closely as possible, to the original commercial intent; and
4. (d)the invalidity of one provision does not affect the validity of any other provision.

15.2 The parties intend each provision to be enforced to the fullest extent permitted by the law of each jurisdiction in which it operates, and intend this clause to apply notwithstanding any other provision.

16. General

16.1 Governing law and jurisdiction are set out in the applicable Addendum.

16.2 Before commencing proceedings, the parties will attempt to resolve any dispute in good faith and, if unresolved within 30 days, refer it to the dispute-resolution mechanism in the applicable Addendum, unless urgent relief is required.

16.3 No waiver is effective unless in writing. No failure or delay to enforce a right is a waiver of it.

16.4 Notices must be given in writing to each party's nominated email address and are taken to be received the next business day.

16.5 The Provider may not assign these Provider Terms without Qwoll's consent. Qwoll may assign to a successor entity on notice.

16.6 The Common Section, the applicable Addendum, the Platform Terms of Service, and the Privacy Policy together constitute the entire agreement between the parties in respect of their subject matter.

17. Intellectual property and content licence

17.1 The Provider retains ownership of the content, profile information, images, and credentials they supply to Qwoll (Provider Content).

17.2 The Provider grants Qwoll a non-exclusive, royalty-free, worldwide licence to host, store, reproduce, adapt for format and display, and display Provider Content to operate, promote, and improve the Platform and facilitate Bookings, including displaying the Provider's name, profile, and verified-credential status to prospective Clients and in Qwoll's marketing of the Platform. The licence survives termination only for Provider Content already displayed or distributed before termination.

17.3 The Provider warrants that they own or are licensed to grant the rights in clause 17.2 and that Provider Content does not infringe any third party's rights.

17.4 Qwoll owns all intellectual property in the Platform and its underlying software, design, and data compilations. Nothing in these Provider Terms transfers any Qwoll intellectual property to the Provider.

17.5 The Provider may give Qwoll feedback, suggestions, ideas, bug reports, and other input about the Platform, including beta and pre-release features (Feedback). The Provider grants Qwoll a perpetual, irrevocable, worldwide, royalty-free, sublicensable and transferable licence to use, act on, and exploit that Feedback for any purpose, without restriction, attribution, or compensation to the Provider.

17.6 Qwoll owns all modifications, improvements, and developments to the Platform, including any that arise from or incorporate the Provider's Feedback. No Feedback gives the Provider any ownership of, licence to, or other interest in the Platform or any Qwoll intellectual property.

AU.1 Governing law and jurisdiction. These Provider Terms are governed by the law of New South Wales. The courts of New South Wales have exclusive jurisdiction, except where another forum is required by law.

AU.2 Australian Consumer Law. Nothing in these Provider Terms excludes, restricts, or modifies any consumer guarantee or other right under the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot be lawfully excluded. Where such a right applies, it prevails over any inconsistent provision.

AU.3 Unfair contract terms. The parties acknowledge that, since 9 November 2023, including an unfair term in a standard-form small-business contract is itself a contravention of the ACL carrying civil penalties, and that a court may declare such a term void. These Provider Terms are intended to contain no unfair term: obligations are mutual where appropriate, suspension and termination triggers are objective (clause 9), indemnities carve out Qwoll's own fault (clause 4.2), and variation rights carry notice and a right to exit (clause 14). Any term identified as potentially unfair is to be read down or replaced under Common Section clause 15 so as to be fair and enforceable.

AU.4 Tax. The Provider is responsible for holding an Australian Business Number (ABN), determining and managing their GST registration and obligations, and their own income tax and superannuation. Qwoll may issue Recipient-Created Tax Invoices (RCTIs) on the Provider's behalf under a separate written RCTI agreement.

AU.5 Worker classification. The parties intend the relationship to be that of principal and independent contractor, assessed under the whole-of-relationship test introduced by the Fair Work Legislation Amendment (Closing Loopholes) Act 2024. The Provider controls how Services are performed, may accept or decline any Booking, sets their own rates, may work elsewhere, and provides their own tools, vehicle, and insurance.

AU.6 Background checks. The Provider must hold a current National Police Certificate (issued within the preceding 12 months) and, where they offer Services in households involving children, the Working with Children Check applicable in their State or Territory.

AU.7 Controlled substances. Where the Provider handles Schedule 4 or Schedule 8 substances in the course of Services, they must comply with the poisons and therapeutic-goods legislation of their State or Territory, including storage, transport, and register-keeping requirements for mobile work.

AU.8 Platform reporting. The Provider acknowledges that, to the extent Qwoll is required to report Provider identity and transaction data to the Australian Taxation Office under the Sharing Economy Reporting Regime (SERR), Qwoll will do so, and the Provider consents to that reporting.

AU.9 Dispute resolution. Unresolved disputes are referred to mediation administered by the Resolution Institute under its mediation rules before any party commences proceedings, except where urgent interlocutory relief is required.

AU.10 Insurance minimums. The Provider must hold professional indemnity insurance and public liability insurance with minimum sums insured notified by Qwoll for their Provider Type (indicatively, professional indemnity of at least A$5 million and public liability of at least A$10 million, subject to confirmation).

NZ.1 Governing law and jurisdiction. These Provider Terms are governed by the law of New Zealand. The courts of New Zealand have jurisdiction, except where another forum is required by law.

NZ.2 Consumer law. Nothing in these Provider Terms excludes, restricts, or modifies any right under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 that cannot be lawfully excluded. Where such a right applies, it prevails over any inconsistent provision.

NZ.3 Tax. The Provider is responsible for holding an IRD number, obtaining a New Zealand Business Number (NZBN), determining and managing their GST registration and obligations, and their own income tax.

NZ.4 ACC (mandatory). The Provider acknowledges that, as a self-employed person working in New Zealand, they are automatically covered by, and liable to pay levies to, the Accident Compensation Corporation (ACC). The Provider is responsible for their ACC cover (CoverPlus or CoverPlus Extra) and levies. Qwoll cannot and does not assume, vary, or opt the Provider out of ACC.

NZ.5 Schedular payments. The Provider acknowledges that certain payments facilitated through the Platform may be schedular payments under the Income Tax Act 2007 and Inland Revenue form IR330C, in which case withholding may apply. The Provider will provide a completed IR330C where required.

NZ.6 Worker classification. The parties intend the relationship to be that of principal and independent contractor, assessed under the real-nature-of-the-relationship test applied by the New Zealand courts. The factors in Common Section clause 10 apply — including the Provider's control over how Services are performed, ability to accept or decline any Booking, provision of their own tools and insurance, and freedom to work elsewhere.

NZ.7 Background checks. The Provider must hold a current New Zealand Police vetting result or Ministry of Justice criminal record check (obtained within the preceding 12 months). The Provider authorises Qwoll, where Qwoll is an approved agency or uses an approved intermediary, to lodge a Police vetting request.

NZ.8 Title and marketing. The Provider acknowledges that the title “veterinary nurse” is not protected by statute in New Zealand. The Provider must not represent themselves as a “Registered Veterinary Nurse”, “Registered Veterinary Technologist”, or “Registered Veterinary Technician” unless they hold current registration with the Allied Veterinary Professional Regulatory Council (AVPRC), and must not permit Qwoll to so represent them.

NZ.9 Medicines. Where Services touch veterinary medicines, the Provider must comply with the Agricultural Compounds and Veterinary Medicines Act 1997 (including Restricted Veterinary Medicine authorisation by a veterinarian) and the Misuse of Drugs Act 1975. Nurses must not carry or administer prescription medicines off-site except under a veterinarian's authorisation tied to an animal under that veterinarian's care.

NZ.10 Platform reporting. The Provider acknowledges that Qwoll may be a reporting platform operator under the Digital Platform Information (DPI) rules and consents to the reporting of Provider identity and consideration data to Inland Revenue.

NZ.11 Insurance minimums. The Provider must hold professional indemnity insurance and public liability insurance with minimum sums insured notified by Qwoll for their Provider Type.

UK.1 Governing law and jurisdiction. These Provider Terms are governed by the law of England and Wales, and the courts of England and Wales have jurisdiction, except (a) where the Provider performs Services in Scotland or Northern Ireland, the mandatory consumer and disclosure laws of that nation apply to that extent, and (b) where another forum is required by law.

UK.2 Consumer law. Nothing in these Provider Terms excludes, restricts, or modifies any right under the Consumer Rights Act 2015 or other consumer-protection law that cannot be lawfully excluded.

UK.3 Tax. The Provider is responsible for registering as self-employed with HM Revenue & Customs, holding a Unique Taxpayer Reference (UTR), determining and managing their VAT registration and obligations, and their National Insurance contributions.

UK.4 Worker status and IR35. The parties intend the relationship to be that of client and independent contractor. The Provider acknowledges that, where the Provider supplies Services through an intermediary (such as a personal service company), the off-payroll working rules (IR35) may apply and are the Provider's responsibility to assess in the first instance. The factors in Common Section clause 10 apply to the status assessment.

UK.5 Background checks. The Provider must hold a current Disclosure and Barring Service (DBS) check (or, for Scotland, Disclosure Scotland / PVG, or for Northern Ireland, AccessNI) at the level appropriate to their Services, and is encouraged to subscribe to the DBS Update Service.

UK.6 Scope and Schedule 3. The services a veterinary nurse may provide via the Platform are limited to nursing care that stays outside the acts permitted only under Schedule 3 of the Veterinary Surgeons Act 1966 (medical treatment or minor surgery by a registered veterinary nurse under a veterinary surgeon's direction). Schedule 3 also requires the directing veterinary surgeon to be the nurse's employer (or the nurse to be acting on the employer's behalf) — a relationship the Platform's independent-contractor model does not create. The Provider must not perform any Schedule 3 act via the Platform.

UK.7 Professional registration. Veterinarians must hold current Royal College of Veterinary Surgeons (RCVS) registration; veterinary nurses must hold current RCVS Registered Veterinary Nurse status to be described as such.

UK.8 Medicines. Where Services touch veterinary medicines or controlled drugs, the Provider must comply with the Veterinary Medicines Regulations 2013 (administered by the VMD) and the Misuse of Drugs Regulations 2001, including storage and record-keeping for any mobile work.

UK.9 Data protection. The Provider handles Client personal data in accordance with the UK GDPR and the Data Protection Act 2018.

UK.10 Platform reporting. The Provider acknowledges that Qwoll is a reporting platform operator under the UK's Model Reporting Rules for Digital Platforms (MRDP) and consents to the reporting of Provider identity (including UTR) and income data to HMRC.

UK.11 Insurance minimums. The Provider must hold professional indemnity insurance and public liability insurance with minimum sums insured notified by Qwoll for their Provider Type.

US.1 Governing law and jurisdiction. These Provider Terms are governed by the law of the State of Delaware, without regard to its conflict-of-laws rules, except where the mandatory law of the State in which the Provider performs Services applies. The scope-of-practice rules of the State in which Services are performed govern what the Provider may lawfully do.

US.2 Consumer-protection savings. Nothing in these Provider Terms waives any non-waivable right the Provider has under the consumer-protection or unfair-and-deceptive-practices statute of their State.

US.3 Dispute resolution. Disputes are governed by the law and courts identified in clause US.1, with the dispute-resolution step in Common Section clause 16.2 and the severability provision in clause 15 applying. Qwoll may introduce a binding individual arbitration and class-action-waiver regime on reasonable notice, which the Provider may decline by ceasing to use the Platform.

US.4 Tax. The Provider must furnish a completed Form W-9 (or Form W-8 for a non-resident). The Provider acknowledges that Qwoll may issue Form 1099-K and/or Form 1099-NEC as required and may apply backup withholding if a valid taxpayer identification number is not furnished. The Provider is responsible for their own federal, state, and local taxes.

US.5 Worker classification. The parties intend the relationship to be that of principal and independent contractor. Classification standards differ by State and by Provider Type. In California, licensed veterinarians fall within the “professional services” exemption to Assembly Bill 5 and are assessed under the multi-factor Borello test; veterinary nurses, technicians, and sitters are not within that exemption and are assessed under the stricter “ABC” test. The parties intend the relationship to satisfy the standard applicable to the Provider's type in each State. The factors in Common Section clause 10 apply.

US.6 Background checks (FCRA). Any consumer report obtained on the Provider is obtained in compliance with the Fair Credit Reporting Act (FCRA). The Provider will receive clear written disclosure and provide written authorisation before any such report is obtained, and Qwoll will follow the FCRA pre-adverse-action and adverse-action process before taking any adverse action based on a report.

US.7 Controlled substances. Veterinarians who handle controlled substances must hold and maintain a valid US Drug Enforcement Administration (DEA) registration covering their activities, including any mobile activity permitted under the Veterinary Medicine Mobility Act of 2014.

US.8 California-specific provisions. For Providers in California: (a) the California Consumer Privacy Act / California Privacy Rights Act governs personal information; (b) the AB5 classification standard in clause US.5 applies; and (c) any background-check use complies with California's additional restrictions, including conviction lookback limits and ban-the-box requirements.

US.9 State scope of practice. The Provider acknowledges that the lawful scope of non-veterinarian practice varies by State, that Qwoll may restrict the categories of service it facilitates in a State, and that the Provider must operate only within the services they are lawfully permitted to perform in their State.

US.10 Insurance minimums. The Provider must hold professional liability insurance, commercial general liability insurance, and (for mobile work) commercial auto insurance, with minimum limits notified by Qwoll for their Provider Type.

CA.1 Governing law and jurisdiction. For the common-law provinces, these Provider Terms are governed by the law of Ontario and the federal laws of Canada applicable there, and the courts of Ontario have jurisdiction, except where the mandatory law of the province in which the Provider performs Services applies. Provincial veterinary scope-of-practice rules govern what the Provider may lawfully do in that province.

CA.2 Consumer-protection savings. Nothing in these Provider Terms waives any non-waivable right the Provider has under the consumer-protection legislation of their province.

CA.3 Tax. The Provider is responsible for obtaining a Canada Revenue Agency Business Number (BN) where required, determining and managing their GST/HST (and, where applicable, provincial sales tax) registration and obligations, and their own income tax. The Provider will furnish their Social Insurance Number (SIN) where required for tax-slip reporting; Qwoll handles the SIN on a minimum-necessary basis.

CA.4 Worker classification. The parties intend the relationship to be that of principal and independent contractor, assessed under the common-law tests applied by Canadian courts (control, ownership of tools, chance of profit, risk of loss). The factors in Common Section clause 10 apply.

CA.5 Background checks. The Provider must hold a current criminal record check from their local police service or the RCMP and, where Services involve a position of trust over vulnerable persons, a Vulnerable Sector Check, which Qwoll (as the engaging organisation) may be required to request on the Provider's behalf.

CA.6 Data protection. The Provider handles Client personal information in accordance with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation.

CA.7 Platform reporting. The Provider acknowledges that Qwoll is a reporting platform operator under Part XX of the Income Tax Act (Canada) and consents to the reporting of Provider identity and consideration data to the Canada Revenue Agency.

CA.8 Provincial scope and title. The Provider acknowledges that Registered Veterinary Technician (RVT) title protection and scope of practice vary by province, that Qwoll may restrict the categories of service it facilitates in a province, and that the Provider must operate only within the services they are lawfully permitted to perform in their province.

CA.9 Quebec (deferred). This Addendum does not apply to Services performed in Quebec. Before any Quebec launch, Qwoll will adopt a separate Quebec addendum prepared in French and reviewed under the Civil Code of Québec, the Act respecting the protection of personal information in the private sector (as amended by Law 25), and the Consumer Protection Act. Providers must not offer Services in Quebec through the Platform until that addendum is in force.

CA.10 Insurance minimums. The Provider must hold professional liability insurance, commercial general liability insurance, and (for mobile work) commercial auto insurance, with minimum limits notified by Qwoll for their Provider Type.

By accepting these Provider Terms during onboarding, the Provider confirms they have read and understood the Common Section and the Addendum for their country, warrants the matters in Common Section clause 3, and agrees to be bound by both.

Electronic acceptance is recorded with timestamp, IP address, the version accepted, and the country Addendum accepted.