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. Version 1.1 applies to a Provider who accepted an earlier version only from the date the Provider accepts version 1.1 in the Platform (see Acceptance); until then the version the Provider accepted continues to apply to them.

1.5 Qwoll's role. Qwoll provides the Platform: the software, matching, facilitation, and payment and administrative tools through which Bookings are made. Qwoll does not itself provide veterinary, nursing, or pet-care services, and does not employ, supervise, or direct the Provider in performing the Services. The Services are provided by the Provider, in the Provider's own professional capacity and judgement, directly to the Client; each Booking creates an engagement for the Services between the Provider and the Client, to which Qwoll is not a party. Qwoll's verification of a Provider's Credentials is a point-in-time check, and is not an assurance or guarantee of the Provider's conduct, competence, or the outcome of any Services. This clause does not limit Qwoll's own obligations in respect of the Platform, or any right a Client or Provider has under the Australian Consumer Law or other law that cannot be excluded.

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.
• Cancellation Window means the period before the scheduled start of a Qwoll-Originated Booking during which the Client may cancel without paying the Provider's Price. It is 24 hours unless the Provider sets a different period in the Platform. The Cancellation Window that applies is shown to the Client before the Client confirms.
• Client means a clinic, pet owner, or other person who books Services through the Platform.
• Completion means the Provider marking a Qwoll-Originated Booking as complete in the Platform. Complete has a matching meaning.
• Confirmation Mode means the setting the Provider selects in the Platform for how a Qwoll-Originated Booking is confirmed: (a) Instant Confirmation, where the Booking is confirmed when the Client submits it; or (b) Request to Book, where the Booking is confirmed only when the Provider accepts the Client's request under clause 6.15.
• Credentials means all professional registrations, qualifications, accreditations, licences, certifications, insurance policies, and identity documents the Provider supplies to Qwoll.
• Facilitation Amount means the amount the Platform adds to the Provider's Price on a Qwoll-Originated Booking so that, after the Facilitation Fee and the payment provider's processing fees on the Total Price are deducted, the Provider receives the Provider's Price in full. It is part of the price the Client pays the Provider, is shown to the Client as a separate component of the Total Price (labelled as the facilitation fee) before the Client confirms, and is not a charge by Qwoll to the Client.
• Facilitation Fee means the fee payable by the Provider to Qwoll for each Qwoll-Originated Booking, for Qwoll's service of originating and facilitating that Booking: publishing the Provider's availability, taking and confirming the Booking, holding the time, collecting the payment, sending reminders and receipts, keeping the record, and administering cancellations, refunds and disputes. It is calculated under clause 6.12 by applying the Platform Rate to the Provider's Price, plus any tax Qwoll must charge the Provider on it under clause 6.19, and is collected by the payment provider by deduction from the payment for the Booking (clause 6.1). It is not a charge to the Client and is not a surcharge for any method of payment.
• Fee Schedule means the schedule Qwoll publishes at www.qwoll.com.au/legal/fees and in the Platform setting out, with effective dates, the Platform Rate (and any different rate for Qwoll Demand Bookings), any scheduled future change to either, the tax treatment of the Facilitation Fee for each country in which the Platform operates, and the payment provider's processing fees the Platform uses to calculate the Facilitation Amount. Changes to the Platform Rate are governed by clause 6.18.
• Payment Terms means the setting the Provider selects in the Platform for when the Provider's Price for a Qwoll-Originated Booking is charged: (a) Pay at Booking, where the Total Price is charged when the Booking is confirmed; (b) Deposit, where a percentage of the Provider's Price set by the Provider, with the corresponding share of the Facilitation Amount, is charged when the Booking is confirmed and the balance is charged on Completion; or (c) Pay after Visit, where the Client's card is saved when the Booking is confirmed and the Total Price is charged to that card on Completion.
• Platform means the Qwoll software platform and the services Qwoll provides through it.
• Platform Rate means the percentage of the Provider's Price, exclusive of tax, that Qwoll sets on a platform-wide basis and applies to every Qwoll-Originated Booking under clause 6.12. It is published in the Fee Schedule and is 4.5% at the effective date of version 1.1. That is an introductory rate: Qwoll expects to increase it over time under clause 6.18, every change is published in the Fee Schedule before it takes effect, and every Booking keeps the Platform Rate in force when it was made.
• 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.
• Protected Title means a professional title whose use is restricted by law in a jurisdiction (for example “Registered Veterinary Nurse”, “RVN”, “Registered Veterinary Technician”, “RVT”, or, in some jurisdictions, “veterinary technician”). The Provider must not use, and must not permit Qwoll to display, a Protected Title unless Qwoll has verified that the Provider holds the corresponding current registration in that jurisdiction.
• Provider-Originated Booking means a Booking that the Provider creates or records in the Platform on behalf of a Client, whether or not payment for it is taken through the Platform and whoever the Client is. A Provider-Originated Booking never carries a Facilitation Fee.
• Provider Type means the professional role under which the Provider registers: (a) Veterinarian; or (b) Veterinary Nurse, Technician or Technologist (a single role; the title that applies, and whether it is a Protected Title, is determined by the Provider's jurisdiction under the applicable Addendum); or such other role as Qwoll defines. The Products a Provider may offer follow from their Provider Type and Qualification Status: a Veterinarian may offer Locum Hub and Pet Sitting+; a Veterinary Nurse, Technician or Technologist may offer Locum Hub, Pet Sitting+ and Mobile Vet Nursing; and a Provider who is Working Towards qualification may offer Pet Sitting+ only. What a Provider may perform within a Product is governed by their scope of practice.
• Provider's Price means the price the Provider sets for the Services included in a Booking, including any travel or call-out charge the Provider sets, and not including the Facilitation Amount.
• Qualification Status means whether the Provider is Qualified (holding the registration and/or qualification required for their Provider Type in the jurisdiction where they provide Services) or Working Towards (enrolled in, or actively progressing toward, that qualification). A Provider who is Working Towards may offer Pet Sitting+ only.
• Qwoll Demand Booking means a Qwoll-Originated Booking made by a Client who found the Provider through Qwoll's public search or listings and had not previously booked, or been recorded as a Client of, that Provider. It is a Qwoll-Originated Booking in every respect; the only thing that may differ is the rate the Fee Schedule sets for it.
• Qwoll-Originated Booking means a Booking that a Client creates or requests through the Platform's booking functionality (the client portal, the Qwoll apps, the Provider's public Qwoll page, or Qwoll's public search and listings) against availability the Provider has published in the Platform, whether the Client already knew the Provider or found them through Qwoll, and whether the Booking is confirmed instantly or on the Provider's acceptance. It includes a Qwoll Demand Booking. It does not include a Provider-Originated Booking.
• 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.
• Saved Card means a payment card that the Client authorises the payment provider to store and charge later under clause 6.14 or clause 6.15.
• Scope of practice means the services a Provider is lawfully qualified, registered and permitted to perform in the jurisdiction where they perform them.
• 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.
• Total Price means the total amount payable by the Client for a Qwoll-Originated Booking, being the Provider's Price plus the Facilitation Amount, shown to the Client as a single total before the Client confirms.

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 technologist, 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, and the Provider will not mark a Qwoll-Originated Booking as Complete unless the Services included in it have been delivered.

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 technologist 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). To accept Qwoll-Originated Bookings, or to take any payment through the Platform, the Provider must establish and maintain a Stripe Connect Express account (or any other account type Qwoll specifies) and is bound by that provider's terms. Payments through the Platform are made by card, including in-person card payments taken in the Qwoll app. Each payment is a direct charge on the Provider's account: the Provider is the merchant of record for the whole of the Total Price, and the Client's payment is made to the Provider. Qwoll does not hold the Provider's funds or the Client's funds, and storing a Saved Card is not a payment. (a) Qwoll-Originated Bookings: the Facilitation Fee is collected for Qwoll by the payment provider, by deduction from the Provider's balance on the same charge, together with the payment provider's processing fees; the Facilitation Amount is set so that the Provider receives the Provider's Price in full after those deductions (clause 6.12); Qwoll issues the Provider a tax invoice for the Facilitation Fees of each month in the currency of the Provider's account, showing the tax treatment for the Provider's country under clause 6.19. (b) Provider-Originated Bookings: where the Provider takes payment for a Provider-Originated Booking through the Platform, the payment provider's processing fee is the Provider's own merchant cost and is deducted from what the Provider receives; no Facilitation Fee applies; how the Provider may deal with the processing fee is governed by the applicable Addendum; the Provider may instead bill the Client outside the Platform, in which case no such fee arises.

6.2 A Facilitation Fee is payable on every Qwoll-Originated Booking, whoever the Client is and however the Client came to the Provider, including a Client the Provider already had and has invited to book online. No Facilitation Fee is payable on a Provider-Originated Booking. On a Qwoll-Originated Booking the Provider receives the Provider's Price in full and the Client is shown the Total Price, including the Facilitation Amount as a separate component, before the Client confirms. The Provider authorises Qwoll to add the Facilitation Amount to the Provider's Price on every Qwoll-Originated Booking and to collect the Facilitation Fee under clause 6.1(a). The Provider must not offer a Client a Qwoll-Originated Booking at a total other than the Total Price the Platform shows, and must not represent the Provider's Price as the total price of a Qwoll-Originated Booking.

6.3 Your clients are yours. Nothing in these Provider Terms restricts whom the Provider may work with, where, or for how long, and no restricted period applies to any Client. The Provider may at any time, with no fee owed to Qwoll, record a Booking that was not created or requested through the Platform as a Provider-Originated Booking, take payment for a Provider-Originated Booking outside the Platform, or work with any Client off the Platform. This includes a Client who has previously made Qwoll-Originated Bookings and a Client who found the Provider through Qwoll. The Facilitation Fee is payable only on Qwoll-Originated Bookings, and clauses 6.4 to 6.6 concern only those.

6.4 Anti-circumvention. A Booking that a Client creates or requests through the Platform is a Qwoll-Originated Booking from that moment, and the Facilitation Fee on it is payable whether or not the Booking is completed through the Platform. The Provider must not, where the purpose or effect is to avoid the Facilitation Fee on a Qwoll-Originated Booking or on a request for one:

1. (a)cancel or decline it, or ask or encourage the Client to cancel or withdraw it, and then provide the same or substantially the same Services to that Client at or about the same time as a Provider-Originated Booking or outside the Platform;
2. (b)accept payment for it, in whole or in part, other than through the Platform;
3. (c)record it, or the Services delivered under it, untruthfully, including by marking it cancelled, not delivered or reduced when the Services were delivered; or
4. (d)offer or agree with a Client to do any of those things.

6.5 Clause 6.4 does not restrict the Provider from: cancelling or declining a Qwoll-Originated Booking for a genuine reason, or accepting a Client's cancellation; choosing not to offer online booking to any or all Clients, or telling Clients that they may book by contacting the Provider directly; recording as a Provider-Originated Booking any Booking that was not created or requested through the Platform; or working with any Client outside the Platform. A later Booking with the same Client is not circumvention merely because an earlier Qwoll-Originated Booking was cancelled.

6.6 Where the Provider breaches clause 6.4, the Facilitation Fee on the relevant Qwoll-Originated Booking remains payable. It is calculated at the Platform Rate in force when the Booking was made, on the Provider's Price for the Services delivered or, if none is recorded, the Provider's Price shown on the Booking, without any processing-fee component. Before treating a Booking as circumvented, Qwoll notifies the Provider in the Platform, identifying the Booking, and the Provider has seven (7) days to respond; Qwoll then decides under the dispute process in the Refunds, Cancellations and Dispute Resolution policy. A Facilitation Fee payable under this clause is added to the Provider's next monthly invoice under clause 6.1(a) or, where the payment provider permits, collected by deduction from the Provider's balance. Qwoll may suspend the Provider's ability to accept Qwoll-Originated Bookings while an amount payable under this clause is unpaid, and repeated breaches are grounds under clause 9. The amount payable under this clause is the fee that was already payable on the Booking; it is not a penalty, it is not an estimate of future fees, and it creates no restraint on the Provider's work.

6.7 The subscription buys the Provider's tools; the Facilitation Fee pays for the origination of a Booking. To bring, manage or service Clients through the Platform's tools, including recording Provider-Originated Bookings and offering online booking to the Provider's existing Clients, the Provider must hold an active paid subscription to the relevant Product; the free tier does not include those tools. Accepting Qwoll Demand Bookings carries no subscription requirement; Qwoll will publish in the Fee Schedule the conditions that apply when Qwoll Demand is made available. A Facilitation Fee applies to each Qwoll-Originated Booking under clause 6.2 regardless of the Provider's subscription. The Provider may instead engage any Client entirely off the Platform, with no subscription and no fee (clause 6.3). Qwoll may change subscription pricing or tiers on at least 30 days' notice under clause 14.

6.8 Refunds, chargebacks and cancellations. The Provider is the merchant of record for the Total Price and Qwoll does not hold the Provider's funds, so every refund, cancellation credit or chargeback on a Booking is processed against the Provider's account. Where a refund is due under clause 6.16 or the Refunds, Cancellations and Dispute Resolution policy:

1. (a)if the Client cancels a Qwoll-Originated Booking before the Cancellation Window, the Provider's Price (or the part already charged) is refunded and the Facilitation Amount is not; Qwoll retains the Facilitation Fee;
2. (b)if the Provider cancels a Qwoll-Originated Booking or does not attend, the Total Price is refunded in full, Qwoll refunds the Facilitation Fee, and the payment provider's processing fee, which the payment provider does not return, is the Provider's cost and is deducted from the Provider's balance; the Platform tells the Provider this before the Provider confirms the cancellation;
3. (c)if a Client disputes a payment with their card issuer and the dispute is lost, the payment provider debits the Provider's balance for the disputed amount and any dispute fee; Qwoll retains the Facilitation Fee; the Provider must cooperate in responding to the dispute and Qwoll will supply the Booking record as evidence;
4. (d)a refund is funded from the Provider's available balance; where that balance is insufficient the refund is pending until it is, and the payment provider may debit the Provider's nominated bank account. Nothing in this clause limits a Client's rights under the Australian Consumer Law or the applicable Addendum.

6.9 Subscription billing, renewal, and cancellation. A paid subscription is billed in advance for the chosen period (monthly or annual) and automatically renews for successive periods at the then-current price until the Provider cancels. The Provider may cancel at any time in their account settings; cancellation takes effect at the end of the current paid period, and the Provider keeps access until then. Subscription fees already paid are not refundable, and Qwoll does not pro-rate a part-period on cancellation, downgrade, or non-use; an annual subscription is not refundable once its annual period has begun. Qwoll will give at least 30 days' notice of any increase to subscription pricing under clause 14, taking effect on the next renewal. Nothing in this clause limits any right the Provider has under the Australian Consumer Law that cannot be excluded.

6.10 Tax. Subscription prices and other amounts Qwoll charges the Provider, other than the Facilitation Fee, are inclusive of GST (and any equivalent tax) where it applies. Tax on the Facilitation Fee is dealt with in clause 6.19. The Provider remains responsible for the tax treatment of the Provider's Price and the Provider's earnings under clause 10.2 and the applicable Addendum, and acknowledges that, because the Provider is the merchant of record for the Total Price, the Provider's turnover for tax-registration purposes includes the Facilitation Amount.

6.11 Qwoll-Originated Bookings. The Provider may make any of their Services available for online booking by publishing availability in the Platform, and may withdraw that availability at any time. For those Services the Provider selects in the Platform, and may change for future Bookings, the Payment Terms, the Confirmation Mode and the Cancellation Window. The settings that apply to a Qwoll-Originated Booking are those shown to the Client when the Client submits it. Qwoll does not set the Provider's Price, and the Provider is not required to offer online booking to any Client. A time that a Client has requested under Request to Book is held until the reply-by time in clause 6.15.

6.12 Calculation. The Facilitation Fee for a Qwoll-Originated Booking is the Platform Rate applied to the Provider's Price, plus the tax that clause 6.19 requires Qwoll to charge the Provider on it. The Facilitation Amount is the amount that, added to the Provider's Price, leaves the Provider with the Provider's Price after the Facilitation Fee and the payment provider's processing fees on the Total Price, as published in the Fee Schedule, are deducted. One Facilitation Fee applies to each Booking; where a Booking is paid in more than one charge it is apportioned pro rata across the charges. Where a Client pays with a card whose processing cost exceeds the domestic rate in the Fee Schedule, the Client still pays the Total Price shown and Qwoll bears the difference by reducing the Facilitation Fee, so that the Provider still receives the Provider's Price. The Facilitation Amount is shown to the Client, as a separate component of the Total Price, before the Client confirms.

6.13 Payment method. Qwoll-Originated Bookings are paid by card through the payment provider only, including an in-person card payment taken in the Qwoll app for a charge that falls due on Completion. The Provider must not take any other payment for a Qwoll-Originated Booking. If the Provider and the Client agree to settle a Booking another way, the Provider must cancel the Qwoll-Originated Booking and may record a Provider-Originated Booking, subject to clause 6.4.

6.14 When charges are made.

1. (a)Pay at Booking: the Total Price is charged when the Booking is confirmed, on submission under Instant Confirmation or on the Provider's acceptance under Request to Book.
2. (b)Deposit: the deposit share of the Total Price is charged when the Booking is confirmed and the Client's card is saved; the balance is charged to the Saved Card on Completion.
3. (c)Pay after Visit: the Client's card is saved when the Booking is confirmed and the Total Price is charged to the Saved Card on Completion. The Platform sends the Client a notice 24 hours before an appointment under Deposit or Pay after Visit stating what will be charged on Completion.
4. (d)Extras: before Completion the Provider may add items to the completion charge up to 25% of the Provider's Price shown when the Client booked, without the Client's approval; above that amount the Client must approve the addition in the Platform first. The Facilitation Fee applies to the completed total.
5. (e)Completion: the Provider acknowledges that Completion causes the Client's card to be charged, that the Platform shows the Provider the exact amount before Completion, and that the Provider must not mark a Qwoll-Originated Booking as Complete until the Services included in it have been delivered. Where a Booking is marked Complete in error, or without the Services being delivered, the Provider must promptly refund the Provider's Price and Qwoll refunds the Facilitation Fee.
6. (f)Client authority: each charge under this clause is made under the authority the Client gives when confirming the Booking, as described in the Platform Terms of Service. The Provider must not charge a Saved Card for any other amount or purpose.

6.15 Request to Book and automatic decline. Under Request to Book, the Client's card is saved and nothing is charged when the Client submits the request. The Provider may accept or decline the request in the Platform. The reply-by time is the earlier of 48 hours after the request is submitted and two hours before the start of the Cancellation Window; where that would leave less than four hours, the time is not offered under Request to Book. A request not accepted by the reply-by time is automatically declined. On a decline or automatic decline nothing is charged, the Client's authority to charge the Saved Card for that request ends, and the time is released. If a charge fails when the Provider accepts, the acceptance fails and the request stays open until the reply-by time.

6.16 Cancellations, refunds and rescheduling. Subject to the Refunds, Cancellations and Dispute Resolution policy and clause 6.8:

1. (a)a Client who cancels before the Cancellation Window is refunded the Provider's Price, or the part of it already charged, and the Facilitation Amount is not refunded; under Pay after Visit nothing is charged;
2. (b)inside the Cancellation Window the Client cannot cancel in the Platform and must message the Provider, and the Provider decides whether to refund, or under Pay after Visit whether to charge, all, half or none of the Provider's Price, acting consistently with any right the Client has under the law;
3. (c)where the Provider cancels or does not attend, the Client is refunded in full, including the Facilitation Amount, and any amount not yet charged is not charged;
4. (d)a reschedule is permitted only outside the Cancellation Window and moves the Booking with its charges, Facilitation Fee and Platform Rate retained;
5. (e)where the Services are not delivered, or a Client is entitled to a refund under the Australian Consumer Law or the consumer law identified in the applicable Addendum, the Provider refunds the Provider's Price or the part of it that is due, and Qwoll refunds the Facilitation Fee where the law requires or where the failure relates to Qwoll's own service.

6.17 Failed payments. If a charge to a Saved Card under clause 6.14 fails, the Platform retries a soft decline automatically on the first, third and fifth day after the failure and sends the Client a link to pay by another card; a hard decline goes straight to the payment link. Failed payments are recorded against the Booking and are visible to the Provider. After the last retry the Booking is marked unpaid; the Provider may resend the payment link, take the payment in person in the Qwoll app, or write it off. The Provider's record of the Booking, including its Completion, is not affected by whether payment succeeds. The Provider remains the merchant of record for the Total Price and the amount remains owed by the Client to the Provider; Qwoll does not guarantee payment. A Client with an unpaid Qwoll-Originated Booking with any Provider cannot make a new Qwoll-Originated Booking until it is paid. Nothing in this clause prevents the Provider from pursuing the Client for an unpaid amount outside the Platform in accordance with applicable law.

6.18 Changes to the Platform Rate. Qwoll may change the Platform Rate by publishing the change in the Fee Schedule and giving the Provider at least 14 days' notice by email to the Provider's nominated email address and in the Platform; the Platform does not allow a change to take effect inside that period. Qwoll may publish a series of scheduled changes, each of which takes effect on its published date and is notified in the same way. A change applies only to Qwoll-Originated Bookings made on or after the date it takes effect; every Booking made before that date keeps the Platform Rate in force when it was made, including any amount charged later under clause 6.14. The Provider may terminate under clause 14.2 before a change takes effect. Any other change to how the Facilitation Fee applies or is calculated is a material change under clause 14.1.

6.19 Tax on the Facilitation Fee. The Facilitation Fee is a supply by Qwoll to the Provider. Whether tax (GST, VAT, sales tax or any similar tax) applies to it, and at what rate, depends on the country of the Provider's account and is set out in the Fee Schedule. Where tax applies, the Facilitation Fee includes it and the Facilitation Amount is calculated accordingly; where a reverse-charge or similar mechanism applies, Qwoll's invoice says so instead of adding tax. Qwoll issues the Provider a monthly tax invoice for the Facilitation Fees of that month (clause 6.1(a)). Online booking is not made available to Providers in a country until the tax treatment for that country has been published in the Fee Schedule. Tax on the Provider's Price is the Provider's responsibility under clause 10.2 and the applicable Addendum.

6.20 Fair use. To protect Providers' time, a Client may hold no more than two open Qwoll-Originated Bookings with the same Provider at once; a Client who has cancelled or not attended three Qwoll-Originated Bookings in any 30 days must pay in full at booking for the following 90 days, whatever the Provider's Payment Terms; and a Provider may at any time block a Client from making Qwoll-Originated Bookings with them, in which case the Client may still contact the Provider through the Platform.

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. Before the Provider is activated to accept Bookings, Qwoll verifies a current Certificate of Currency evidencing that cover and records its expiry date; Qwoll re-verifies currency at renewal and when cover is due to lapse, and may require an updated Certificate of Currency at any time. The Provider must maintain continuous cover while active on the Platform and must notify Qwoll within 48 hours 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.

9.6 Fair process on deactivation. Except where clause 9.1 permits immediate suspension (for safety, legal, or serious-misconduct grounds), before Qwoll permanently deactivates a Provider's access or terminates under clause 9.3, Qwoll will give the Provider written reasons, a reasonable opportunity of at least 7 days to respond or to remedy the ground, and, if the Provider asks, a review of the decision by a person who was not involved in making it. This reflects Qwoll's commitment to fair process and does not alter the Provider's status as an independent contractor.

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 applicable in the jurisdiction where the Provider offers Services 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 greater of (a) the sum of all subscription fees the Provider paid to Qwoll and all Facilitation Fees Qwoll retained on the Provider's Bookings, in each case in the twelve (12) months preceding the event giving rise to the claim, and (b) A$250. This cap applies to Qwoll's liability for its own acts and omissions; it does not make Qwoll responsible for the Services, which remain the Provider's responsibility.

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 how the Facilitation Fee applies or is calculated, 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. A change to the Platform Rate alone is governed by clause 6.18 and requires at least 14 days' notice.

14.2 If the Provider does not accept a material change, or a change to the Platform Rate, the Provider may terminate before it takes effect, without penalty, by written notice given before the change takes effect. On a termination under this clause, Qwoll will refund the unused part of any prepaid subscription fee, despite clause 6.9.

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).

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 meeting at least the minimum sums insured Qwoll notifies for the Provider Type, currently no less than:

1. (a)veterinarians — professional indemnity of at least A$10 million and public liability of at least A$20 million; and
2. (b)veterinary nurses, technicians or technologists — professional indemnity of at least A$5 million and public liability of at least A$20 million.

AU.11 Insurance — basis and extensions. Each policy must provide its limit on an “any one claim” basis (not a shared aggregate), be maintained on a current claims-made basis with run-off cover consistent with clause 8, and extend to mobile and in-home work where the Provider performs Services away from fixed premises. Where the Provider performs Services at a clinic, or where Qwoll reasonably requires, the Provider must, to the extent commercially available, have their public-liability policy note Qwoll and the host clinic as an interested party, with a principal's indemnity extension and a waiver of subrogation in their favour.

AU.12 Card surcharging and the Facilitation Amount. On a Qwoll-Originated Booking the payment provider's processing fees are covered within the Facilitation Amount (Common Section clauses 6.1(a) and 6.12). The Facilitation Amount is a component of the price for a Booking made through the Platform, applied whatever card is used, and is not a card surcharge. The Provider must not add any card surcharge to a Qwoll-Originated Booking, and must not describe the Facilitation Amount to a Client as a card surcharge. Where the Provider takes payment for a Provider-Originated Booking through the Platform, the payment provider's processing fee is the Provider's own merchant cost. Australian rules now prohibit surcharging on designated card networks, and any surcharge that remains permitted must not exceed the cost of acceptance; the Provider should price this cost into the Provider's Price rather than add it to the Client, and is responsible for complying with the surcharging rules in force. The Provider may instead bill the Client outside the Platform, in which case no such fee arises.

AU.13 GST on the Facilitation Fee. The Facilitation Fee is a taxable supply by Qwoll to the Provider under the A New Tax System (Goods and Services Tax) Act 1999 (Cth); GST is included in the Facilitation Fee and shown on Qwoll's monthly tax invoice (Common Section clause 6.19). GST on the Provider's Price is the Provider's responsibility under clause AU.4. Because the Provider is the merchant of record for the Total Price, the Provider's GST turnover includes the Facilitation Amount.

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.

NZ.12 Card surcharging and the Facilitation Amount. On a Qwoll-Originated Booking the payment provider's processing fees are covered within the Facilitation Amount (Common Section clauses 6.1(a) and 6.12). The Facilitation Amount is a component of the price for a Booking made through the Platform, applied whatever card is used, and is not a card surcharge. The Provider must not add any card surcharge to a Qwoll-Originated Booking, and must not describe the Facilitation Amount to a Client as a card surcharge. Where the Provider takes payment for a Provider-Originated Booking through the Platform, the payment provider's processing fee is the Provider's own merchant cost. New Zealand's retail payment system reforms are restricting card surcharging; the Provider should price this cost into the Provider's Price rather than add it to the Client, is responsible for the rules in force, and may instead bill the Client outside the Platform.

NZ.13 GST on the Facilitation Fee. Whether New Zealand GST applies to Qwoll's supply of its service to the Provider, and how it is accounted for, is set out in the Fee Schedule for New Zealand; online booking is not made available to Providers in New Zealand until that treatment is published (Common Section clause 6.19). GST on the Provider's Price is the Provider's responsibility under clause NZ.3.

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.

UK.12 Card surcharging and the Facilitation Amount. On a Qwoll-Originated Booking the payment provider's processing fees are covered within the Facilitation Amount (Common Section clauses 6.1(a) and 6.12). The Facilitation Amount is a component of the price for a Booking made through the Platform, applied whatever card is used, and is not a payment surcharge. The Provider must not add any payment surcharge to a Qwoll-Originated Booking, and must not describe the Facilitation Amount to a Client as a payment surcharge. Where the Provider takes payment for a Provider-Originated Booking through the Platform, the payment provider's processing fee is the Provider's own merchant cost. Surcharging consumers for card payments is prohibited by the Consumer Rights (Payment Surcharges) Regulations 2012 (as amended); the Provider must not add the fee to the Client and should price it into the Provider's Price, or may instead bill the Client outside the Platform.

UK.13 VAT on the Facilitation Fee. Whether UK VAT applies to Qwoll's supply of its service to the Provider, including whether the reverse charge applies, is set out in the Fee Schedule for the United Kingdom; online booking is not made available to Providers in the United Kingdom until that treatment is published (Common Section clause 6.19). VAT on the Provider's Price is the Provider's responsibility under clause UK.3.

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 technologists 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.

US.11 Card surcharging and the Facilitation Amount. On a Qwoll-Originated Booking the payment provider's processing fees are covered within the Facilitation Amount (Common Section clauses 6.1(a) and 6.12). The Facilitation Amount is a component of the price for a Booking made through the Platform, applied whatever card is used, and is not a card surcharge. The Provider must not add any card surcharge to a Qwoll-Originated Booking, and must not describe the Facilitation Amount to a Client as a card surcharge. Where the Provider takes payment for a Provider-Originated Booking through the Platform, the payment provider's processing fee is the Provider's own merchant cost. The Provider may, at their discretion and subject to the card networks' surcharging rules and applicable state law (some states restrict or condition surcharging), pass that cost on to the Client; otherwise the Provider absorbs it or prices it into the Provider's Price. The Provider may instead bill the Client outside the Platform.

US.12 Sales tax on the Facilitation Fee. Whether state or local sales tax applies to Qwoll's supply of its service to the Provider, and any marketplace-facilitator obligation that applies in the Provider's state, is set out in the Fee Schedule for the United States; online booking is not made available to Providers in the United States until that treatment is published (Common Section clause 6.19). Sales tax on the Provider's Price, if any, is the Provider's responsibility under clause US.4.

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.

CA.11 Card surcharging and the Facilitation Amount. On a Qwoll-Originated Booking the payment provider's processing fees are covered within the Facilitation Amount (Common Section clauses 6.1(a) and 6.12). The Facilitation Amount is a component of the price for a Booking made through the Platform, applied whatever card is used, and is not a card surcharge. The Provider must not add any card surcharge to a Qwoll-Originated Booking, and must not describe the Facilitation Amount to a Client as a card surcharge. Where the Provider takes payment for a Provider-Originated Booking through the Platform, the payment provider's processing fee is the Provider's own merchant cost. In the common-law provinces the Provider may, at their discretion and subject to the card networks' caps and disclosure requirements, pass that cost on to the Client as a surcharge (Quebec deferred, clause CA.9); otherwise the Provider absorbs it or prices it into the Provider's Price, and may instead bill the Client outside the Platform.

CA.12 Sales tax on the Facilitation Fee. Whether GST/HST or provincial sales tax applies to Qwoll's supply of its service to the Provider is set out, province by province, in the Fee Schedule for Canada; online booking is not made available to Providers in Canada until that treatment is published (Common Section clause 6.19). GST/HST and provincial sales tax on the Provider's Price are the Provider's responsibility under clause CA.3.

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.

Version 1.1 (effective 23 September 2026) applies to a Provider who accepted an earlier version only from the date the Provider accepts version 1.1 in the Platform. Qwoll will ask for that acceptance, with at least 30 days' written notice under clause 14.1, before online booking is made available to the Provider, and clause 14.2 applies. A Provider cannot enable Qwoll-Originated Bookings until they have accepted version 1.1. Until then the version the Provider accepted continues to apply to them.