Terms of use for Service providers on the TotoPet platform
Contract Summary
• What is this document
A contract that outlines the conditions under which you will provide your services.
• About Us, TotoPet
TotoPet develops a platform for intermediating dog walking, pet sitting, and pet care services.
• Services you will provide
Dog walking, Boarding, Daycare, Pet Care, Pet Visits.
• How you will provide the services
We are merely intermediaries, meaning we connect you with potential clients for your services. You decide which services you want to provide and when, based on your availability.
• Price
For dog walking, the price is pre-set by us.
For all other services, you will set the price, within certain limits. Our commission remains the same regardless of the service price.
• Responsibilities
You must carefully verify and follow all instructions provided by pet owners.
You are responsible for the pets in your care and for any damages caused while providing the services, not TotoPet.
• Order Fulfillment
You have a maximum of 24 hours to confirm to your client in the app that you accept their order enquiry.
You can cancel an order within a certain time after acceptance, but only for valid reasons.
You must not delay when picking up the pet.
We can suspend/restrict your access to the platform and impose financial penalties in these cases.
• Duration
1 year, with automatic renewal.
Termination requires a 45-day notice.
• Confidentiality
The information we disclose is confidential and you must not disclose it.
The restriction period is for the duration of the contract and an additional 3 years after its termination.
• Non-compete
You will not engage in activities similar to ours (e.g., developing software for intermediation of pet sitting services).
The restriction period is for the duration of the contract and an additional 3 years after its termination.
We do not prohibit you from offering your services outside the platform, as long as you do not offer them to people you have been in contact with through the platform.
• Penalties
If you violate confidentiality, non-compete, or intellectual property clauses, you will pay a compensation of 20,000 EUR for each event.
Sanctions may also apply for other breaches of the contract.
• Jurisdiction
Romanian laws apply, and disputes are subject to Romanian courts.
PLEASE READ THE ENTIRE DOCUMENT CAREFULLY BEFORE SIGNING.
If you have any questions about any aspect of this document, please contact us at office@totopet.app.
INTERMEDIATION CONTRACT - Collaboration Terms
The Intermediary and the Provider will be referred to in the Contract as “Party” or “Parties”, as appropriate.
CONTEXT:
a. The Intermediary owns a platform for intermediation of dog walking, pet boarding, and pet care services, through which Users can request services from the Provider; The platform is available at the address: https://app.totopet.app/ (“TotoPet Platform”);
b. The Intermediary can promote the Provider’s services to individuals (“Users”) interested in receiving dog walking, pet boarding, and pet care services;
c. The Intermediary is interested in helping the Provider contact Users on the TotoPet Platform and contract with them for the provision of services.
THE PARTIES HEREBY AGREE AS FOLLOWS:
1.1 Purpose of the Contract: This Contract outlines the rules under which the Intermediary offers intermediation services between the Providers and the Users of the TotoPet Platform.
1.2 What intermediation aims at:
1.2.1 Conclusion of service contracts between the Provider and Users of the TotoPet Platform;
1.2.2 These service contracts cover dog walking, pet boarding, and pet care services, provided by the Provider to Users of the TotoPet Platform (referred to as “Services”).
1.3 Intermediary’s remuneration: For intermediation services, the Provider will pay the Intermediary a remuneration, in accordance with Article 4.1 below and Appendix 1 – Remuneration.
1.4 How the intermediation works:
1.4.1 The User places a service order through the Platform to conclude a service contract, which is concluded between the User and the Provider (“Order”);
1.4.2 At the moment the Order is accepted by the Provider, a service contract is considered concluded between the Provider and the User;
1.4.5 These service contracts are concluded directly between the Provider and the User, in their own name.
1.5 All Services will be provided by the Provider for the benefit of the Users, without the Intermediary intervening in the actual provision of services. The Parties explicitly agree that the Intermediary’s obligation is solely to connect the Provider with Users interested in receiving the Services via the TotoPet Platform.
2.1 The Provider will fulfill its obligations under this Contract.
2.2 In certain situations, there may be rules or recommendations provided in the Terms of Serivice of use of the TotoPet Platform, available at: https://totopet.app/terms/terms-of-service (“Terms and Conditions”), which will also apply to the Provider. In this case, the rules apply as follows:
2.2.1 By signing this Contract, the Provider declares that they agree with the provisions in the Terms of Service;
2.2.2 The Terms and Conditions complement the rules of this Contract;
2.2.3 In case of discrepancies between this Contract and the Terms of Service, the rules of this Contract shall prevail;
2.2.4 If the Provider does not agree with future amendments to the Terms of Service, they may terminate the Contract by providing a written notice, which will take effect 30 calendar days after the Intermediary receives it.
3.1 Duration: The Contract’s duration is 1 (one) year from the Date of Signing by both Parties.
3.2 Automatic Renewal: The duration will automatically renew for additional 1 (one) year periods unless either Party communicates to the other in writing their intention to terminate the Contract at least 45 (forty-five) days before the expiration of the initial or renewed term.
4.1 The Intermediary does not intervene and is not responsible for payments and remunerations for orders placed on the TotoPet Platform.
4.1.1 The Intermediary acts as an intermediary platform between pet owners and service providers, facilitating connections and agreements between these two parties. However, we emphasize that our platform does not intervene, facilitate, or hold any responsibility regarding financial transactions between users. Payments associated with pet sitting services are conducted outside our responsibility and in accordance with applicable laws in the respective country.
4.1.2 Users of the TotoPet platform are advised to clearly establish financial terms and payment details directly between them, taking into account local regulations and laws. Our app does not request, collect, or store financial information or credit card data. Any dispute or misunderstanding regarding payments must be resolved between the involved parties, and our app assumes no responsibility in this matter.
4.1.3 We recommend all users to verify and comply with local legislation and regulations concerning financial transactions and to act accordingly when entering into any financial agreement on our platform.
5.1 In the execution of the Contract, the Provider will act as an independent contractor. This Contract does not create a partnership or employer-employee relationship between the Parties. The relationship between the Parties is solely between independent businesses, each conducting a separate and distinct commercial activity, providing a service in the ordinary course of the other’s business.
5.2 The Provider may not enter into contracts or agreements that would bind or create obligations for the Intermediary, nor represent themselves as having the authority to bind the Intermediary.
5.3 The Intermediary does not coordinate, control, or manage the Provider’s activities. Depending on availability, the Provider decides when and how to provide the Services via the TotoPet Platform, within the limits set by this Contract and the Terms and Conditions. Subject to the Provider’s compliance with this Contract, the Provider agrees to the following:
5.3.1 The Provider is not required to accept a minimum number of Orders to access the Platform, and it is entirely their choice to provide Services using the Platform;
5.3.2 The Provider may accept Orders during their declared availability on the Platform, which must be declared in advance in the account created on the TotoPet Platform. The Provider is obligated to fulfill accepted Orders; failure to do so may result in sanctions and penalties as specified in this Contract.
5.3.3 The Intermediary is not responsible for the Provider's performance or conduct, the quality of Services provided, or payments made outside the TotoPet Platform, and has no obligation to mediate or resolve disputes between the Provider and the User.
5.4 The Provider may contract with others outside the TotoPet Platform (i.e., with individuals they have not interacted with via the TotoPet Platform). However, the Provider may not, directly or indirectly, in their own name or on behalf of a third party:
5.4.1 Contact and offer Services to any User of the TotoPet Platform other than through the TotoPet Platform;
5.4.2 Engage, directly or indirectly, in activities similar to those of the Intermediary, in any capacity (e.g., associate, shareholder, administrator, director, agent, employee, consultant, or service provider). This restriction applies during the Contract and for 3 years after its termination.
5.5 "Similar Activities" refers to activities and services equivalent to those of the Intermediary. The Intermediary will specify such activities, referring to its operational domain, in the contract.
6. RIGHTS AND OBLIGATIONS
6.1. The Supplier agrees to:
6.1.1. bear all costs related to the provision of the Services, without requesting reimbursement from the Intermediary for any costs arising from their purchase and/or use;
6.1.2. refrain from undertaking any actions that could harm or discredit, in any way, the activity or reputation of the Intermediary;
6.1.3. diligently designate representatives who will provide the Services under this Contract, based on professionalism, reputation, moral integrity, and prior experience;
6.1.4. ensure that the representatives providing the Services possess all necessary qualifications, meet eligibility criteria related to their history and experience relevant to the Services, have completed a general knowledge test, and have followed the conduct guidelines regarding their interaction with Users and pets, as well as the identification validation procedure available on the TotoPet Platform;
6.1.5. not endanger Users' pets, verify the information provided by Users regarding their pets on the TotoPet Platform, and follow all instructions given by Users;
6.1.6. comply with the Terms and Conditions as updated by the Intermediary, as well as any instructions or guidelines provided by the Intermediary on the TotoPet Platform or by any other means during the execution of this Contract;
6.1.7. comply with all applicable legal provisions regarding the treatment of animals in public spaces, waste disposal, and similar activities, including the provisions of Law no. 205/2004 on animal protection and any other relevant local government decisions;
6.2. The Intermediary agrees to:
6.2.1. provide accurate and complete explanations regarding the features and terms of use of the TotoPet Platform.
6.3. The Intermediary does not guarantee the Supplier the contracting of a certain number of Users. No clause in this Contract shall be interpreted as an obligation of the Intermediary to ensure a minimum number of Users for the Supplier.
7. CONFIDENTIALITY
7.1. “Confidential Information” means any information regarding the services provided by the Intermediary, as well as any information related to the activities of the Parties (including their affiliates), current or future products or services of the Parties.
7.2. The Supplier agrees, with this obligation valid during the Contract and for a period of 3 (three) years thereafter, to: (i) not disclose or allow the disclosure of any Confidential Information to any person, (ii) not use any Confidential Information except for the purpose of fulfilling its obligations under the Contract.
7.3. The provisions of Article 7.2 do not apply if the Confidential Information: (i) must be disclosed according to applicable law, (ii) is information the Parties agree in writing to be confidential, (iii) is published or publicly accessible without violating the Supplier’s obligations under this Contract or any other confidentiality agreement, (iv) must be disclosed to the public for the purpose of fulfilling obligations under this Contract.
8. PERSONAL DATA PROTECTION
8.1. The Parties shall comply with legal obligations regarding the protection of personal data imposed on operators.
8.2. The Supplier will take all necessary measures to protect Users' personal data. The Supplier: (i) shall not process personal data except for providing the Services, (ii) will ensure Users are informed about the processing of their personal data, (iii) will implement adequate security measures, (iv) will notify the Intermediary without undue delay, but no later than 24 hours from the moment it becomes aware of a personal data breach, and will cooperate with the Intermediary to investigate and remedy the breach.
9. INTELLECTUAL PROPERTY
9.1. All intellectual property rights regarding the TotoPet Platform and materials promoting the TotoPet Platform are and shall remain the exclusive property of the Intermediary. No intellectual or industrial property rights related to the materials created by the Intermediary or to the TotoPet Platform are transferred under this Contract.
9.2. However, the Intermediary grants the Supplier a non-exclusive, unlimited territorial license for the duration of the Contract to use (only for the purpose of providing Services) the commercial name, registered trademarks of the Intermediary, and promotional materials for the TotoPet Platform (such as information, photographs, text, etc.), as well as the TotoPet Platform.
10. TERMINATION OF THE CONTRACT
10.1. This Contract terminates:
10.1.1. by mutual agreement of the Parties, recorded in a document signed by both Parties;
10.1.2. upon expiration of the Contract Duration, if one of the Parties has sent a termination notice in accordance with Article 3.1 of the Contract;
10.1.3. by unilateral termination by either Party, by sending a written notice at least 45 (forty-five) calendar days prior to the termination date;
10.1.4. by automatic termination for non-performance of obligations by either Party, based on a written notice, without prior delay and without judicial intervention, if: (i) the Intermediary fails to pay the amount owed to the Supplier according to Article 4 of the Contract, (ii) the Supplier breaches one of the obligations under Articles 5, 6, 8, 9, and 10 of the Contract, (iii) the Supplier is in the situations outlined in Annex 2 – Cancellation Policy, where the Intermediary may decide to restrict access to the TotoPet Platform and terminate the Contract, (iv) the Supplier exhibits inappropriate behavior that could affect the reputation of the Intermediary and/or the TotoPet Platform; to determine inappropriate behavior, the Intermediary will consider, among other things, whether the Supplier complies with the Terms and Conditions and any complaints from TotoPet Users regarding the Supplier's provision of Services.
10.2. The termination of the Contract in any of the above-mentioned ways will not affect the obligations that have already become due between the Parties.
11. LIABILITY
11.1. The Supplier shall indemnify the Intermediary for any damage suffered by the Intermediary as a result of the Supplier’s full, partial, improper, or delayed fulfillment of any of its obligations, including cases where a civil, contravention, criminal, or administrative sanction is imposed on the Intermediary due to the Services provided by the Supplier.
11.2. The Supplier is responsible, according to the provisions of Annex 2 – Cancellation Policy, if it does not provide Services within the timeframes communicated to the User and/or published on the TotoPet Platform.
11.3. In the event of suspension or restriction of access to the TotoPet Platform, under the conditions described in Annex 2 – Cancellation Policy, the Supplier will not be able to provide Services to Users, and the Intermediary is not obligated to provide the services outlined in the Contract.
11.4. The Supplier shall indemnify the Intermediary for any damage caused by violations of non-compete, confidentiality, and intellectual property obligations as per Articles 5.4-5.6, Articles 8 and 10, with a compensation of 20,000 euros for each breach. This clause does not limit the Intermediary’s right to impose other penalties for other cases where damage repair is necessary.
11.5. No clause of this Contract shall be interpreted in such a way that it would result in liability for the principal under Article 1.373 of the Civil Code in the relationship between the Intermediary and Supplier. The Supplier declares that, in executing the Services, the Supplier does not direct, supervise, or control the Intermediary.
12. FORCE MAJEURE
12.1. What is force majeure: an external, unforeseeable, absolutely invincible, and inevitable event that occurs after the Contract enters into force, preventing one or both Parties from fulfilling their obligations. Examples include war, fire, natural disasters, interruption of essential infrastructure (such as electricity), societal events (e.g., a strike).
12.2. What is the effect of force majeure: it removes the liability of the Party that can no longer fulfill the Contract. Practically, the Party prevented from executing an obligation due to force majeure is not penalized for non-performance.
12.3. Procedure and duration:
12.3.1. The Party invoking force majeure shall notify the other Party in writing within a maximum of 48 hours from the occurrence of the force majeure event;
12.3.2. The removal of liability by force majeure applies only during the existence of the force majeure event preventing the Parties from fulfilling their obligations.
12.3.3. If the force majeure event prevents the fulfillment of obligations for more than 30 (thirty) calendar days, the Parties will decide whether to maintain the Contract in force or terminate it.
13. APPLICABLE LAW. DISPUTES
13.1. This Contract is governed by Romanian law. The Parties will attempt to resolve amicably any disputes regarding the interpretation and application of the Contract. Any dispute arising from the Contract will be settled by the competent courts at the Intermediary's registered office.
14. FINAL PROVISIONS
14.1. The Supplier cannot assign its rights or obligations, either in whole or in part, without prior written consent from the Intermediary.
14.2. Any communication or notification between the Parties is valid if sent by email to the following addresses:
For the Supplier: [office@totopet.app]
For the Intermediary: the email address associated with the TotoPet account.
14.3. The Supplier guarantees that it has the legal capacity and all the necessary authorizations required by applicable law to fulfill its obligations under the Contract and that it has the full capacity and authority to enter into the Contract.
14.4. No modification or addition to this Contract shall have effect unless made through an additional written act signed by both Parties.
14.5. This Contract supersedes any prior verbal or written agreements made before the Signing Date.
14.6. We are the sole entity entitled to determine what constitutes a violation of the above terms and conditions. Non-compliance with the above terms and conditions constitutes grounds for suspending or deactivating the affiliate account.
14.7. These terms may be modified by the TotoPet platform at certain intervals, without prior notice to the users or their prior acceptance.
