Gear 2 Contract - RSA


 
Logo invoice

AUTOLOGIQ SERVICE PROVIDER AGREEMENT

GEAR 2

THIS AGREEMENT made as of the day of , 20

B E T W E E N:

AUTOLOGIQ INC., a corporation incorporated under the laws of the Province of Ontario ("autologiQ"),

- and –

, a corporation incorporated under the laws in which they operate business within (the “Service Provider”).
 
WHEREAS autologiQ is the owner of a digital vehicle management platform, referred to as the iQ Platform, and includes the iQ App, iQ Client Portal, iQ ASP Portal, “Easy Monthly Payments” or “EMP” and “Extend Membership” or “Extend” programs, trademarks including the iQ Network, and related intellectual property (collectively, the “Intellectual Property”) operating under the name autologiQ and serving clients through its network of affiliated iQ Service Providers, collectively the “iQ Network”;
 

WHEREAS autologiQ, acquires clients and manages their vehicles (herein referred to as “Clients”) through its iQ Platform and iQ Network, providing convenience, transparency and independence with respect to the proactive maintenance and care of our client’s vehicle (“Client Vehicle”);


WHEREAS the Service Provider independently operates advanced automotive maintenance and repair facilities that conforms to autologiQ’s Service Level Standards, as set out in Schedule “A” attached hereto;


AND WHEREAS the Service Provider would like to provide automotive maintenance and repair services as an independent subcontractor to autologiQ and its Clients within the geographic boundaries as outlined in Schedule “B”, attached hereto, and will abide by the terms, conditions and service level standards of autologiQ’s Gear 2 Service Provider Program (the “Services”) as set out in Schedule “C” attached hereto; and


WHEREAS the Service Provider desires to become a “Gear 2 Service Provider” and join the iQ Network as a member in good standing;


NOW THEREFORE for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
 
ARTICLE 1 – INTERPRETATION
 
    1. Interpretation

      1. Recitals. The recitals of this Agreement form an integral part hereof.
      2. Time Calculation. In this Agreement (i) the words “including” and “includes” mean “including (or includes) without limitation” and (ii) in the computation of periods of time from a specified date to a later specified date, unless otherwise expressly stated, the word “from” means “from and including” and the words “to” and “until” each mean “to but excluding”. When calculating the period of time “within” which or “following” which any act or event is required or permitted to be done, notice given or steps taken, the date which is the reference date in calculating such period is to be excluded from the calculation. If the last day of any period is not a Business Day, such period will end on the next Business Day.
      3. Interpretation Not Affected by Headings, Divisions, etc. The words “hereof”, “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Agreement as a whole and not to any particular provision of this Agreement, and “Article”, “Section”, “Subsection” and “Schedule” references are to the articles, sections, subsections and schedules of this Agreement unless otherwise specified. The headings contained in this Agreement or in a Schedule hereto are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement or the applicable Schedule.

      1. Number, Gender and Persons. The definitions contained in this Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms. References to a Person is also to its successors and permitted assigns.

      1. Currency. All monetary amounts set forth in this Agreement are in Canadian dollars.

      1. Instruments and Statutes. Unless otherwise specified herein, any agreement, instrument or statute (including any specific provision) defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute (including any specific provision and in the case of a statute any regulations promulgated thereunder) as from time to time amended, restated, replaced, modified, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein.

      1. Schedules. All schedules annexed to this Agreement or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any capitalized terms used in any Schedule of this Agreement but not otherwise defined therein, shall have the meaning as defined in this Agreement.

      1. No Presumption. If an ambiguity or a question of intent or interpretation arises, this Agreement is to be construed as if drafted jointly by the Parties. No presumption or burden of proof should arise in favour of any Party by virtue of the authorship of any provision of this Agreement.



ARTICLE 2 – EXCLUSIVE LICENSE OF INTELLECTUAL PROPERTY
 

    1. License

      1. License of Intellectual Property.This Agreement shall provide Service Provider with an exclusive license to use the Intellectual Property for the duration of the Term of this Agreement (the “License”).
      2. Ownership of Intellectual Property.Service Provider acknowledges that the License is an exclusive license for purposes of this Agreement. autologiQ is and remains the owner of all titles, rights, and interests in the Intellectual Property.
      3. Limitations on Use of Software.This License permits Service Provider to use, access and install software relating to the EMP Program, the iQ App, the iQ Platform, and the iQ ASP Portal (the “Software”) on more than one computer system. The Service Provider will not make copies of the Software or allow copies of the Software to be made by others, unless authorized by this License Agreement.

      1. Liability.Notwithstanding the foregoing, autologiQ is not liable to licensee for any damages including compensatory, special, incidental, exemplary, exemplary, punitive, or consequential damages, connected with or resulting from this license agreement or licensee’s use of the Software or the Intellectual Property.

      1. Indemnity. Service Provider agrees to defend and indemnify autologiQ and hold autologiQ harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Service Provider's business operations.



ARTICLE 3 – SERVICES & SOLUTIONS
 

    1. Services & Solutions

      1. Services.In conjunction with the License provided to Service Provider, the Service Provider will provide automotive related services to Clients, within the geographic boundaries as set out in Schedule “B”, attached hereto and will adhere the terms, conditions and service level standards of autologiQ’s Gear 2 Service Provider Program (the “Services”) as set out in Schedule “C” attached hereto. The Service Provider acknowledges that the details set out in Schedule “C” are subject to change.
      2. Solutions.The Service Provider acknowledges that autologiQ shall be entitled to offer the Client, digitally and directly, the following automotive solutions for purchase directly through the iQ Platform:
        1. Easy Monthly Payment (EMP) Repair Financing;
        2. Extend Maintenance Memberships;
        3. Road Side Assistance;
        4. Valet Services;
        5. Road Hazard Tire Protection;
        6. Telematics;
        7. Vehicle Insurance;
        8. Vehicle financing and refinancing; and
        9. Vehicle sales.
      3. Valet Services. The Service Provider is eligible to offer Valet Services/ Shuttle with respect to the pick-up and drop-off the of the Client’s Vehicle. The Service Provider shall receive and will be paid by autologiQ for the provision of Valet Services provided to the Client a fixed amount as mutually agreed to from time to time. Valet Services/ Shuttle shall include both pick-up and drop-off of the Client Vehicle.



    ARTICLE 4 – VERIFICATION OF INFORMATION
     

      1. Verification of Information

        1. Vehicle Documentation. Service Provider shall collect, at each service appointment, the following information on the Client and the Client Vehicle: full legal name, license plate, VIN, vehicle ownership, vehicle year, vehicle model, odometer reading (collectively, the “Personal & Vehicle Documentation”).
        2. Vehicle Inspection. The Service Provider shall perform a vehicle inspection at each service and provide autologiQ a report.  This can be a manual process or by using a digital vehicle inspection (“DVI”) software, which may include but not be limited to AutoServe1. All vehicles, at each service appointment, must be inspected.  autologiQ strongly suggests moving towards a DVI software which has proven to increase sales and provide a quality client experience.
        3. Work Orders & Invoices.
        4. Authorized Work Orders.The Service Provider shall provide autologiQ the work order and digital inspection - via the ASP Portal, or email if the ASP Portal is not active. Each work order should indicate the name of the Client and the Client Vehicle information. autologiQ will approve the work order with the Client and issue the Service Provider a P.O. Number. The P.O. Number must be indicated on the Service Provider’s final invoice and submitted to autologiQ for payment.
        5. Invoices.The Service Provider shall provide a signed copy of the final invoice to autologiQ via the ASP Portal or email. Each invoice should indicate the Client name and vehicle Information along with the purchase order number provided by autologiQ. Invoices submitted to autologiQ will be paid via direct deposit within 48 hours of submission.
        6. Labour and Parts.
        7. Labour.The Service Provider shall charge autologiQ no more than $130 per labour hour or such other rate as mutually agreed to from time to time.
        8. Parts.autologiQ shall provide the Service Provider a part number where applicable and when booking in pre-sold work. The Service Provider shall provide autologiQ part numbers on any recommended work and shall further agree to source and acquire the part from autologiQ’s authorized suppliers as listed on Schedule “E”, attached herein.
        9. Failure to Provide.
        10. Failure to Provide.Where the Service Provider fails to provide correct and true information pursuant to this section 4 and autologiQ suffers damages as a result, the Service Provider shall be liable to autologiQ and shall reimburse autologiQ for the amount of said damages.
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    ARTICLE 5 – iQ NETWORK

      1. The iQ Network

        1. Vehicle Management. autologiQ is a vehicle management company that provides expertise, tools and solutions that empower consumers and small and medium enterprise business to better manage their vehicle assets, including connecting them with a trusted Service Provider twice per year, who is a member of autologiQ’s iQ Network. autologiQ acquires the Client, understands their vehicle issues and recommends an iQ Service Provider to perform the work. autologiQ is responsible for Client retention and sending the Client back for continued services at the trusted iQ Service Provider.
        2. iQ Network. Each Service Provider who is a participating member of autologiQ’s Gear 2 Service Provider Program shall indicate to autologiQ Clients that they are a member in good standing within the iQ Network by prominently displaying the iQ logo on the front of their facility. Additional iQ marketing material supplied for the inside of the facility shall also be prominently displayed.
        3. Digital Advertising Contribution. Each Service Provider who participates in autologiQ’s Gear 2 Service Provider Program shall contribute a minimum of $400.00 (plus HST) per month towards autologiQ’s digital advertising campaigns for the Term of this Agreement. The monthly amount shall be automatically withdrawn by autologiQ from the Service Provider’s bank account on the first of each month in accordance with the Pre-authorized Payments outlined Schedule “D”, attached hereto, which shall be completed by the Service Provider.
        4. Service Fees. The Service Provider shall invoice autologiQ for services performed on the Client Vehicle, applying a 10% discount to the Gross Invoice Value. For greater clarity, if the Gross Invoice Value is $1,000 for services rendered, the Service Provider shall invoice autologiQ for 90% of the $1,000, applying a 10% discount to the Gross Invoice Value. The invoice to autologiQ shall specify the Gross Invoice Value (ie. $1,000) and the Net Amount Payable After Discount (ie. $900). autologiQ shall deposit $900 in satisfaction for the Service Provider’s invoice within 48 hours following completion of the service work performed and invoice submitted to autologiQ. autologiQ shall be responsible for billing and collecting from the Client directly.
        5. Clients. The Service Provider acknowledges that it is providing automotive related Services to autologiQ’s Client. For the Term of this Agreement, the Service Provider agrees not to solicit, attempt to solicit, or in any way circumvent the iQ Platform in order to engage with autologiQ Clients directly. The Service Provider further acknowledges that failure to comply with this provision of the Agreement will place the Service Provider in default situation and will be expelled from the iQ Network, prohibited from using the iQ Platform, and the Service Provider will be subject to penalties of at least $1,000 per solicited Client.
        6. Exclusive Provider. autologiQ agrees to direct all clients returning for service to the same Service Provider for the duration of this agreement.  autologiQ will not send clients to other Gear 2 Service Providers unless there has been a breach of service as per 9.1.2 or the Service Provider requests for the client to be serviced at another location.
     
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    ARTICLE 6 – MARKETING MATERIALS

      1. Point of Sale - Marketing Materials

        1. General.autologiQ will provide the Gear 2 Service Provider with marketing materials, both physical and digital to aid in the promotion of the iQ Network across North America. The Service Provider agrees to display all autologiQ related marketing materials with care and professionalism in their facility. The Service Provider further agrees to return all autologiQ marketing materials upon Termination as Gear 2 Service Provider.
        2. Restrictions.The Repairer shall not conduct any marketing of the EMP Program without the express written approval of AutologiQ. Any potential marketing programs and advertisements by the Repairer shall be submitted in advance to AutologiQ, and AutologiQ may deny approval for any reason whatsoever.



    ARTICLE 7
    REPRESENTATIONS AND WARRANTIES OF AUTOLOGIQ
     

      1. Representations and Warranties

        1. Representations and Warranties.autologiQ hereby represents and warrants to Service Provider, with the intent that autologiQ shall rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that:
          1. it is duly incorporated, validly exists and is in good standing with respect to the filing of annual returns under the Business Corporations Act (Ontario) and has the necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted and is duly licensed to carry on business in all jurisdictions in which it presently carries on business;
          2. it has duly obtained all corporate authorizations for the execution and performance of this Agreement by it, and that the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound; and
          3. this Agreement has been duly executed and delivered by it and constitutes a valid, binding and enforceable agreement against it.
      2. Survival of Representation and Warranties.The representations and warranties contained in section 8 are provided for the exclusive benefit of Service Provider and a breach of any one or more thereof may be waived by Service Provider in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in section 8 shall survive the execution hereof and shall continue in full force and effect for the benefit of Service Provider thereafter, notwithstanding any independent inquiry or investigation by Service Provider.

 

 




ARTICLE 8
REPRESENTATIONS, WARRANTIES OF SERVICE PROVIDER
 

    1. Representations and Warranties

      1. Representations and Warranties.Service Provider hereby represents and warrants to autologiQ with the intent that Service Provider shall rely thereon in entering into this Agreement and in concluding the transactions contemplated hereby, that:
        1. it is duly incorporated, validly exists and is in good standing with respect to the filing of annual returns under the Business Corporations Act in their respective Province of Residence and has the necessary corporate power, authority and capacity to own its property and assets and to carry on its business as presently conducted and is duly licensed to carry on business in all jurisdictions in which it presently carries on business;
        2. it has duly obtained all corporate authorizations for the execution and performance of this Agreement by it, and that the consummation of the transactions herein contemplated will not conflict with or result in any breach of any covenants or agreements contained in, or constitute a default under, or result in the creation of any encumbrance under the provisions of its Articles or constating documents or any shareholders’ or directors’ resolution, indenture, agreement or other instrument whatsoever to which it is a party or by which it is bound;
        3. it has sufficient general liability insurance for all of its commercial activities for an amount of at least $2,000,000 in liability; and
        4. this Agreement has been duly executed and delivered by it and constitutes a valid, binding and enforceable agreement against it.
    2. Survival of Representation and Warranties.The representations and warranties contained in section 9 are provided for the exclusive benefit of autologiQ and a breach of any one or more thereof may be waived by autologiQ in whole or in part at any time without prejudice to its rights in respect of any other breach of the same or any other representation or warranty, and the representations and warranties contained in section 9 shall survive the execution hereof and shall continue in full force and effect for the benefit of autologiQ thereafter, notwithstanding any independent inquiry or investigation by autologiQ.



ARTICLE 9 - TERMINATION
 

    1. Termination

    2. Term. The Term of this Agreement shall run for 12 consecutive months, from the Date of Execution to the Date of Termination. This Agreement shall automatically continue to renew for a subsequent 12 months and on terms and conditions in effect at the date of renewal, unless terminated under a separate provision in this Article.
    3. Termination by Default.If a party (in this Article called the “Defaulting Party”) fails or neglects to make any payment when due hereunder or otherwise fails to perform or otherwise breaches any of the terms, conditions, agreements or covenants in this Agreement on its part to be performed and such default continues for a period of sixty (60) days after the other party (in this Article called the “Non- Defaulting Party”) notifies the Defaulting Party of such default in writing, then unless:
      1. such default has been completely remedied by the Defaulting Party within such sixty (60) day period; or
      2. in the event that the default reasonably requires a period of greater than sixty (60) days to cure, the Defaulting Party has commenced the remedying of same within such sixty (60) day period and thereafter with all diligence proceeds to completely remedy same, and the Non-Defaulting Party has agreed to the period required to remedy same, the Non-Defaulting Party may, in its sole discretion and without further notice, terminate this Agreement forthwith upon written notice to the Defaulting Party.
  1. Termination on Insolvency, etc. Either autologiQ or Service Provider may terminate this Agreement immediately upon written notice to the other:
    1. if the other passes any resolution or any order is made for the winding-up or dissolution of that party;
    2. if any arrangement or compromise is proposed by the other to its creditors or to any class of creditors under bankruptcy, insolvency or similar legislation to which that other is subject; or
    3. if a receiver or receiver-manager is appointed for the other or over any significant part of its assets or properties at the instance of any one or more of that party’s creditors or if any petition in bankruptcy or similar petition has been made by any creditor, which that other party has not discharged within sixty (60) days after the making thereof.
  • Termination by Notice. Either party may terminate this agreement at any time provided at least ninety (90) days written notice has been provided to the other party.
  • Consequence of Termination. The termination of this Agreement shall not relieve any party from its liabilities and obligations hereunder which have accrued to the date of termination and, without limitation, any Administration Fees due to the Parent prior to the date of termination shall be due and payable on the due date which would have applied had this Agreement not been terminated.



ARTICLE 10 - GENERAL PROVISIONS
 

    1. General Provisions

    2. Effective Date. This Agreement shall become effective as of the date hereof and, unless sooner terminated as provided herein, shall continue in effect until such time as the Subsidiary no longer has any Debt Securities outstanding.
    3. Non-Assignable. No party may assign this Agreement or any part thereof to any other person without the prior written consent of the other parties, which consent may not be unreasonably or arbitrarily withheld.
    4. Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and undertakings, whether oral or written, pertaining to the subject matter hereof.
    5. Amendments. The parties to this Agreement may amend this Agreement only in writing.
    6. Further Assurance. The parties hereto agree to execute all such further and other documents or assurances as may be required in order to carry out this Agreement according to its true intent.
    7. Notice. Unless otherwise provided herein, any notice or other communication required or permitted to be given under this Agreement will be in writing and may be given by delivering, sending by electronic transmission or other means of electronic communication capable of producing a printed copy, or sending by prepaid registered mail posted in Canada the notice to the parties at the addresses as set out on the first page of this Agreement (or to such other addresses or number as any party may specify by notice in writing to any other party). Any notice or other communication delivered or sent by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy on a business day will be deemed conclusively to have been effectively given on the day the notice was delivered, or the transmission was sent successfully to the number set out above, as the case may be. Any notice sent by prepaid registered mail will be deemed conclusively to have been effectively given on the third business day after posting; but if at the time of posting or between the time of posting and the third business day thereafter there is a strike, lockout, or other disturbance affecting postal service, then the notice will not be effectively given until actually delivered.
    8. Enurement. This Agreement shall enure to the benefit of and be binding upon the parties to this Agreement and their respective successors and permitted assigns.
    9. Governing Law. This Agreement and all matters arising hereunder shall be governed by, construed and enforced in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and all disputes arising under this Agreement shall be referred to the non-exclusive jurisdiction of the Courts of the Province of Ontario.
    10. Severability of Clauses. In the event that any provision of this Agreement or any part thereof is invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
    11. Counterparts. This Agreement may be executed by facsimile or other electronic means in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear the date first above written.

 

Schedule “A”

autologiQ’s Service Level Standards

Full mechanical automotive shop with licensed techs that serve primarily consumers Fully licensed with municipality and insured for not less than $2,000,000 in liability

OPTIONAL - Active wash bay and vacuum; each Client Vehicle shall be washed and vacuumed on each service visit. 

OPTIONAL Digital vehicle inspection technology

Ability to provide full up to-date vehicle diagnosis

Agreement to provide a 12-month, 20,000 km service warranty on parts and labour;

Strong understanding of preventative maintenance, annual and bi-annual fluid exchanges/flushes Ability to diagnose alignments and complete realignments as required and with new tires

Prominently display the “iQ Network” logo to signify the Service Provider as being a member of the iQ Network

Schedule “B”

Population Density

 

Address
Designation: Urban
Population Density 50,000

 

Schedule “C”

Provision of Services

 

autologiQ Service Advisor will contact Service Provider to set up Client service appointment;

Service Provider will communicate all inspections and estimates of work to autologiQ;

autologiQ Service Advisor will consult with Service Provider on any questions and will sell the work for services to be performed.

autologiQ Service Advisor will authorize the work order estimate and provide a purchase order (“PO”) number to the Service Provider.

Service Provider notifies autologiQ Service Advisor when work is complete or if there is an issue during the job.

autologiQ Service Advisor communicates with the Client when vehicle is ready for pick. The Client pays autologiQ using EMP or credit card.

autologiQ sends notification to Service Provider to release the vehicle as the invoice is now paid. autologiQ pays Service Provider based on PO within 48 hours.

 

Schedule “D”

Shop Details

 

CONTACT:

Main Contact:

Position:  

 

Business Phone:   

Mobile:  

 

Email:

Additional emails (Service Advisors, managers etc)

Email 1:

Email 2:

Email 3:  

RATES

Labour Rate: $

Diagnostic Rate: $

Safety Certification: $

TIRES

Tire Installation Rate: $

Tire Repair Rate: $

On Rims Changeover: $

Off Rims Changeover: $

Do you offer a Tire Protection Plan? (Y/N)

 

4-wheel alignment: $

Tire Storage: $

 

FLUIDS

Conventional Oil Change Rate: $

Synthetic Oil Change Rate: $

Euro Synthetic Oil Change Rate: $ 

 
 

Schedule “E” Authorized Suppliers

SERVICES

Please check the services you perform:

 

Please check if you offer:

 

SUPPLIERS

Please check which suppliers you already have an account with:

 

Please list any other suppliers you use:



Please list any other information you would like us to know:  

IN WITNESS WHEREOF the parties hereto have executed this Agreement.

AUTOLOGIQ INC.

Per: Jeffrey P. Newhouse, CEO

 

Use same company name as on the first page

Leave this empty:

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Signature Certificate
Document name: Gear 2 Contract - RSA
lock iconUnique Document ID: fc4325dca20e4335b5d69bfa464e352e128aba80
Timestamp Audit
March 29, 2023 3:44 pm ESTGear 2 Contract - RSA Uploaded by John Brereton Brereton - jbrereton@carholdings.ca IP 154.198.127.13
March 30, 2023 1:29 pm ESTEMP Sales - empsales@autologiQ.ca added by John Brereton Brereton - jbrereton@carholdings.ca as a CC'd Recipient Ip: 119.160.47.124
March 30, 2023 1:32 pm ESTEMP Sales - empsales@autologiQ.ca added by John Brereton Brereton - jbrereton@carholdings.ca as a CC'd Recipient Ip: 119.160.47.124
March 31, 2023 2:11 pm ESTEMP Sales - empsales@autologiQ.ca added by John Brereton Brereton - jbrereton@carholdings.ca as a CC'd Recipient Ip: 119.160.46.133
September 29, 2023 2:37 pm ESTGear Two Sales - Gear2Sales@autologiQ.ca added by John Brereton Brereton - jbrereton@carholdings.ca as a CC'd Recipient Ip: 99.255.165.200