Contractor / Partner Agreement

Recitals

• Vyspiral operates an online marketplace connecting Customers seeking waste collection and related services with independent Contractors who provide those services.
• Vyspiral is not a licensed waste operator and does not itself collect, transport, treat, or dispose of waste. Vyspiral’s confirmation from the Luxembourg Administration de l’environnement (AEV) that no waste-broker permit is required for its activity is expressly conditioned on Vyspiral remaining a coordination platform, with Contractors bearing full responsibility for the physical waste operation and all associated regulatory compliance.
• The Contractor wishes to receive Job opportunities through the Platform on the terms of this Agreement.

1. Definitions

Capitalized terms not defined here have the meaning given in the Vyspiral Terms of Service. “Job” means a waste collection or related service request; “Quote” means the Contractor’s price offer for a Job; “Platform Fee” means the separate charge added to the Customer’s payment, on top of the Contractor’s Quote — it is not a commission withheld from the Contractor; “Code of Conduct” means the document at Annex C.

2. Appointment and Independent Contractor Status

• The Contractor is appointed on a non-exclusive basis to receive and accept Job opportunities through the Platform.
• The Contractor acts as an independent business. Nothing in this Agreement creates an employment relationship, agency, partnership, or joint venture. The Contractor is solely responsible for determining the means, methods, tools, staffing, and schedule by which it performs each Job, subject only to the timing constraints of the accepted Quote.
• The Contractor is solely responsible for its own taxes, social security contributions (including any applicable CCSS declarations), business insurance, and compliance with employment law with respect to its own staff or subcontractors. The Contractor is not entitled to any employee benefit, paid leave, or similar entitlement from Vyspiral.
• The Contractor may provide services to other platforms or customers outside the Platform, subject to Section 12 (Non-Circumvention).

3. Eligibility, Onboarding & Representations

The Contractor represents and warrants, on a continuing basis throughout the term, that it:

• is validly registered with the Luxembourg Trade and Companies Register (RCS) or the equivalent register of its home jurisdiction, and holds any business authorization (autorisation d’établissement) required for the services it offers;
• holds all licenses, permits, and authorizations required to lawfully collect, transport, and/or treat the categories of waste it accepts, including any waste-transport authorization where applicable;
• holds valid professional/public liability insurance covering its activities on the Platform, and will provide proof of cover on request and promptly upon renewal or material change;
• will provide accurate service-category, service-area, and waste-type information, and will keep its Platform profile current;
• is not subject to any conflict, debarment, or legal restriction that would prevent it from performing waste-related services.

4. Platform Role — Broker / Coordination Status

The Contractor acknowledges and agrees that Vyspiral acts solely as a coordination platform (courtier). As between the Parties:

• the Contractor is the sole “détenteur” and/or “producteur” of the waste for the purposes of applicable Luxembourg and EU waste legislation from the moment it takes possession of the waste;
• the Contractor is solely responsible for correct waste classification, safe handling, transport, treatment, and disposal, and for any regulatory filing, reporting, or notification obligation arising from the Job;
• Vyspiral does not organise or notify waste shipments, does not physically handle waste, and issues no legally binding compliance certification; pickup summaries generated by the Platform are informational records only;
• the Contractor will not represent to Customers, regulators, or third parties that Vyspiral is the waste collector, transporter, or treatment operator.

5. Services and Standards

• The Contractor may submit Quotes in response to Job invitations matched to its declared service categories and service area, within the response window displayed on the Platform (currently four hours from invitation).
• Upon Quote acceptance by a Customer, the Contractor must perform the Job in accordance with the accepted Quote, the scheduled date, and the standards set out in the Code of Conduct (Annex C), incorporated by reference.
• The Contractor must submit pickup evidence (photos, actual quantity, destination facility, treatment method, and site-clean confirmation) through the Platform before a Job can be marked complete.
• The Contractor must maintain professional, respectful conduct with Customers and Vyspiral personnel at all times.

6. Fees, Commission and Payment

• The Platform Fee is charged to the Customer on top of the Contractor’s Quote and is not deducted from the amount owed to the Contractor. The Contractor receives the full value of its accepted Quote for each completed Job. Current values are set out in Annex A and may be updated on 30 days’ notice, provided any change does not reduce amounts already earned on completed Jobs.
• The Contractor may not quote below the Platform’s published minimum Job price (currently EUR 49).
• Customer payments (Quote value plus Platform Fee plus applicable VAT) are collected via Stripe. The Contractor’s full Quote value is paid out via Stripe Connect following Job completion and the applicable payment-release policy, subject only to any amount properly withheld under Section 7 or an active dispute. The Contractor must complete Stripe’s identity and bank-verification (KYC) process before payouts can be released.
• VAT treatment of amounts invoiced by the Contractor is the Contractor’s own responsibility; the Contractor should confirm its VAT position with its own tax adviser.

7. Cancellations, No-Shows and Penalties

Contractor-initiated cancellations, missed pickups, and repeated policy violations are subject to the penalty and strike system implemented on the Platform, which may include: compensation to an affected Customer, reassignment of the Job to another Contractor at a price-protected rate, temporary suspension after repeated strikes, and termination for cause under Section 13. Current thresholds and penalties are published in the Contractor Handbook and may be updated on reasonable notice.

8. Insurance and Compliance Documentation

• The Contractor must maintain, throughout the term, professional/public liability insurance appropriate to its activity, and, where applicable, insurance covering vehicles and equipment used to perform Jobs.
• The Contractor must promptly notify Vyspiral of any lapse, non-renewal, or material reduction in required insurance or permits, and must immediately cease accepting new Jobs until cover or authorization is reinstated.
• The Contractor must accurately classify waste using the codes and categories provided on the Platform and must not accept a Job involving a waste type it is not authorized to handle.

9. Data Protection

In the course of performing Jobs, the Contractor will process personal data of Customers (name, address, phone number, photographs) made available through the Platform. The Contractor agrees to process that data solely as necessary to perform the Job and in accordance with the Data Processing Agreement (Annex B), incorporated by reference.

10. Confidentiality

Each Party will keep confidential any non-public business, technical, or Customer information disclosed by the other Party in connection with this Agreement, and will use it only to perform its obligations, except where disclosure is required by law or regulatory authority.

11. Intellectual Property

The Contractor grants Vyspiral a non-exclusive, royalty-free license to use the Contractor’s business name, logo, and Customer-submitted reviews for the purpose of operating and promoting the Platform. The Contractor must not copy, reverse-engineer, or create derivative works from the Platform, and must not use Vyspiral’s trademarks except as expressly permitted in writing.

12. Non-Circumvention and Non-Solicitation

For the term of this Agreement and for 6 months after its termination, the Contractor will not solicit a Customer introduced to it through the Platform to transact outside the Platform for the purpose of avoiding the Platform Fee, in respect of the same or a substantially similar service. This restriction is limited to Customers actually introduced through the Platform and is intended to be no broader than reasonably necessary to protect Vyspiral’s legitimate business interest.

13. Term and Termination

• This Agreement commences on the date the Contractor accepts it electronically and continues until terminated as set out below.
• Either Party may terminate this Agreement for convenience on 30 days’ written notice.
• Vyspiral may suspend or terminate immediately, without notice, if the Contractor: (a) breaches Section 3, 4, or 8; (b) loses a required license, permit, or insurance and fails to cure within 7 days; (c) commits fraud or serious misconduct; (d) becomes insolvent or subject to bankruptcy proceedings; or (e) accumulates strikes at the threshold that triggers suspension.

14. Effect of Termination

On termination: (a) any Job in progress must be completed or handed back in accordance with Vyspiral’s reassignment process; (b) accrued and unpaid earnings for completed Jobs will be settled via the normal payout cycle; (c) the Contractor’s access to the Platform will be revoked; and (d) each Party’s data-handling obligations under Annex B survive termination as provided therein.

15. Liability and Indemnification

• The Contractor is solely liable for its performance of Jobs, including for any injury, property damage, environmental harm, or regulatory violation arising from its collection, transport, treatment, or disposal of waste.
• The Contractor will indemnify and hold Vyspiral harmless against any third-party claim, fine, or liability arising out of the Contractor’s breach of this Agreement, its non-compliance with applicable law, or its performance of a Job, except to the extent caused by Vyspiral’s own gross negligence or willful misconduct.
• Vyspiral’s aggregate liability to the Contractor under this Agreement is limited to the total Platform Fees earned by Vyspiral from Customers in connection with the Contractor’s Jobs in the 12 months preceding the claim, save for liability that cannot lawfully be limited (death, personal injury caused by negligence, fraud, gross negligence, or willful misconduct).

16. Force Majeure

Neither Party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, including natural disasters, government action, or public health emergencies.

17. Dispute Resolution

The Parties will first attempt to resolve any dispute through good-faith negotiation. If unresolved within 30 days, either Party may refer the dispute to mediation before a recognized Luxembourg mediation body, and, failing resolution, to the competent courts of Luxembourg City, which will have exclusive jurisdiction. This Agreement is governed by the laws of the Grand Duchy of Luxembourg.

18. Miscellaneous

• Assignment: the Contractor may not assign this Agreement without Vyspiral’s prior written consent; Vyspiral may assign it in connection with a sale of the business, a change in its legal form (including incorporation as a company), or a transfer of assets.
• Severability: invalid or unenforceable provisions will be read down to the minimum extent necessary, without affecting the remainder.
• Entire agreement: this Agreement, together with its Annexes, the Terms of Service, and the Code of Conduct, constitutes the entire agreement between the Parties regarding the subject matter.
• Electronic acceptance: this Agreement may be validly accepted electronically (click-to-accept) and such acceptance has the same effect as a handwritten signature.