Terms of Service

1. Agreement to terms

These Terms of Service ("Terms") form a binding agreement between you ("you", "User") and Reffo ("Reffo", "we", "us"), governing your access to and use of the Reffo platform at reffo.ca and any related services (the "Platform"). By creating an account, accepting an invitation, or using the Platform, you agree to these Terms. If you do not agree, do not use the Platform.

You must be at least 18 years old and authorized to act on behalf of the business you register.

2. Definitions

• Referrer: a User who submits a referral (a lead for work) through the Platform.
• Trade Partner: a User who receives, accepts, and may perform work arising from a referral.
• Referral: a lead, job opportunity, or introduction made available through the Platform.
• Introduced Party: any customer, client, project, Trade Partner, or Referrer that you first became aware of, or were connected with, through the Platform.
• Commission: the fee payable in connection with a Referral, as set out in the Commission Schedule.
• Commission Schedule: the commission rates, splits, and collection triggers provided to you at onboarding and as updated from time to time, which are incorporated into these Terms by reference.

3. Eligibility, accounts, and approval

3.1 Registration requires accurate business and contact information. You are responsible for the security of your account and for all activity under it.

3.2 Accounts are subject to review by Reffo. We may decline, suspend, or remove any account at our discretion, including for unverified or false information.

3.3 You represent that you and your business hold all licences, permits, registrations, and insurance required by law to perform the work you offer or accept. Reffo may require proof of these as a condition of continued access.

4. The service

4.1 Reffo is a referral marketplace that connects Referrers with Trade Partners. Referrals are issued on an exclusive, one-to-one basis (no open bidding).

4.2 Reffo is a connector, not a party to any work. Reffo does not perform construction or trade work, does not employ Users, does not supervise or guarantee any work, and is not a party to any contract formed between Users for the performance of work. Any agreement to perform work is solely between the Users involved.

4.3 Trade Partners may decline any Referral without penalty. Response-window expectations are set out in the Commission Schedule or onboarding materials.

5. Commissions, fees, and payment

5.1 Commission is payable as set out in the Commission Schedule provided to you at onboarding, which forms part of these Terms.

5.2 You authorize Reffo to calculate, invoice, and collect Commission on qualifying Referrals. Referrer payouts of their share are made on the schedule stated in the Commission Schedule.

5.3 During the validation period there is no subscription fee. Reffo may introduce optional paid tiers in future on notice. Commission obligations apply regardless of any subscription.

5.4 You agree to keep accurate records of Referrals, estimates, deposits, and completed work, and to provide them to Reffo on reasonable request to verify Commission owed (see Section 6).

6. Non-circumvention (core term)

This section protects the integrity of the Platform. Read it carefully.

6.1 No circumvention. You agree not to use the Platform to make a connection and then arrange or complete that work, in whole or in part, outside the Platform in order to avoid or reduce Commission. This applies whether you are a Referrer or a Trade Partner, and whether the circumvention is direct or indirect (including through an employee, affiliate, family member, related business, or other intermediary).

6.2 Commission survives going off-platform. If a job, project, or transaction arises from or relates to an Introduced Party, Commission is owed to Reffo on that job, project, or transaction even if it is negotiated, invoiced, or completed off the Platform, for the duration of the engagement and for a period of eighteen (18) months following the introduction of that Introduced Party to you through the Platform (the "Protected Period").

6.3 Scope. During the Protected Period, the obligation in 6.2 applies to the originally referred work and to any additional or follow-on work between you and the same Introduced Party that originated from the Platform connection.

6.4 Duty to report and pay. You will promptly notify Reffo of any off-platform transaction to which Section 6 applies and pay the Commission that would have been payable had the transaction occurred on the Platform.

6.5 Audit. On reasonable notice, Reffo may review records reasonably necessary to verify compliance with this Section. Repeated or material refusal to provide records is itself a breach.

6.6 Consequences of circumvention. Commission that would have been owed on a circumvented transaction becomes an immediately due and payable debt to Reffo. In addition, Reffo may suspend or terminate your account and recover its reasonable costs of enforcement and collection.

7. User conduct

You agree not to: provide false information; submit fake, duplicate, or low-quality Referrals; harass or defraud other Users; scrape or misuse Platform data; attempt to bypass security or rate limits; or use the Platform for anything unlawful. You are responsible for your communications and conduct with other Users.

8. No guarantees; disclaimers

8.1 The Platform is provided "as is" and "as available." Reffo does not guarantee the volume, quality, or value of Referrals, the completion or quality of any work, the conduct or solvency of any User, or that any payment between Users will be made.

8.2 Users are independent businesses. Nothing in these Terms creates an employment, agency, partnership, or joint-venture relationship between Reffo and any User, or between Users.

8.3 To the maximum extent permitted by law, Reffo disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement.

9. Limitation of liability

To the maximum extent permitted by law, Reffo is not liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost business, or work performed (or not performed) between Users. Reffo's total aggregate liability arising out of or relating to the Platform will not exceed the greater of the total Commission paid by you to Reffo in the three (3) months before the claim, or CAD $100. Nothing in these Terms limits liability that cannot be limited by law.

10. Indemnification

You will indemnify and hold harmless Reffo and its founders, officers, and agents from any claim, loss, or expense (including reasonable legal fees) arising from: your use of the Platform; your breach of these Terms; the work you perform or arrange; or your dealings with any other User or Introduced Party.

11. Disputes between users

Disputes about the scope, quality, pricing, or payment of work are between the Users involved. Reffo is not responsible for resolving them and is not a party to them. Reffo may, but is not obligated to, provide records to assist resolution.

12. Term, suspension, and termination

12.1 These Terms apply for as long as you use the Platform.

12.2 Reffo may suspend or terminate your access at any time for breach of these Terms or to protect the Platform or other Users.

12.3 You may stop using the Platform at any time. Termination does not extinguish Commission that has accrued or that is owed under the Non-circumvention Section for the Protected Period, and Sections 6, 8, 9, 10, 11, and 13 survive termination.

13. Governing law and dispute resolution with Reffo

13.1 These Terms are governed by the laws of the Province of Alberta and the federal laws of Canada applicable there.

13.2 Before starting any formal proceeding against Reffo, you agree to first attempt to resolve the matter through good-faith negotiation and then, if unresolved, through mediation, and failing that, arbitration seated in Calgary, Alberta. The courts of Alberta have jurisdiction over any matter not subject to arbitration.

14. Privacy

Your use of the Platform is also governed by the Reffo Privacy Policy, which describes how we collect, use, and share personal information in compliance with Canada's PIPEDA and Alberta's PIPA. By using the Platform you consent to that handling.

15. Changes to these terms

We may update these Terms from time to time. Material changes will be communicated through the Platform or by email. Continued use after changes take effect means you accept the updated Terms.

16. General

Entire agreement; if any provision is unenforceable the rest remains in effect; Reffo may assign these Terms (for example on a sale of the business), you may not assign without our consent; failure to enforce a term is not a waiver; notices may be sent to the contact details on your account.

17. Contact

Questions about these Terms: support@reffo.ca.