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Confidential Contract
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Website & Operations Software Development — SmartShine Platform
The Contractor agrees to deliver a comprehensive website and internal operations software system for SmartShine's car wash business in two phases: a Minimum Viable Product (MVP) delivery by April 1, 2026, followed by ongoing feature additions at a pace of minimum 2 features per week.
Design and develop a modern, clean, and professional website aligned with SmartShine's blue brand identity. The website should feel premium while remaining simple and accessible.
Design Goals:Develop a streamlined booking flow allowing customers to book services with minimal steps. The booking system must be optimized for both desktop and mobile devices.
Typical Booking Flow:Allow customers to select their vehicle type during booking. Vehicle information should automatically transfer into the internal scheduling system.
Vehicle Categories:Create clear service pages with concise descriptions explaining what each service includes.
Service Examples:Design a transparent pricing section that displays:
Integrate SmartShine's Google reviews directly into the website to display live ratings and feedback, increasing trust and conversion rates.
Create a dedicated locations page displaying all SmartShine locations with:
Create a "Careers" or "Work With Us" page allowing potential employees to apply with the following form fields:
Applications should automatically send email notifications or store submissions in an accessible database.
Develop a page for potential investors, car wash owners, property owners, and strategic partners. This page will be placed subtly (such as in the website footer) and explain partnership opportunities with SmartShine.
Optimize the entire website for mobile devices with smooth, responsive design, fast loading, and app-like booking experience.
Create a system that automatically saves customer information from all bookings with the ability to store:
The system should update existing customers instead of creating duplicates whenever possible.
Design the customer database to support future marketing campaigns including SMS reminders, promotional campaigns, seasonal offers, and service reminders. Include duplicate customer detection and customer list export capabilities.
Develop a custom internal system that integrates with the website booking system. Key features include:
The software must support multiple SmartShine locations under one central system, with each location having its own calendar, employees, bookings, and revenue tracking.
Example Locations:Provide a central dashboard for head office staff to manage operations across all locations with capabilities to:
Each booking should collect the following information:
Customer Information:Staff should be able to quickly enter walk-in customers into the system with vehicle type, service type, and payment method. Walk-ins automatically appear in the current time slot on the calendar.
Allow staff to track Groupon or third-party bookings with appointment scheduling, Groupon redemption tracking, service completion confirmation, and payment verification.
For each completed service, staff should enter payment details including total payment amount and payment method:
During booking, customers should answer "Does the vehicle contain pet hair?" If yes, staff can flag the job for additional labor and potential extra charges.
Replace manual spreadsheets with an employee time tracking system. The system should record employee name, start time, end time, and location worked.
Automatically calculate employee hours worked, hourly wages, and total labor cost per day to help management understand operational profitability.
Track operational rent costs per location. Daily rent should be included in financial reporting (Monthly Rent ÷ 30 days = Daily Rent Cost).
Create multiple permission levels within the system:
Financial data will be restricted to head office only.
Track tips collected per job with staff entering tip amounts when closing a booking. The system should calculate total daily tips, tip distribution, and tip-out per employee.
Automatically generate daily reports including:
Create a dedicated section for mobile detailing operations including mobile booking calendar, job scheduling, staff assignment, and mobile employee tracking. Mobile services should operate independently while remaining connected to the central system.
The platform should be built with scalability in mind to support future features such as:
| Deliverable | Description |
|---|---|
| Employee POS System | Bare bones employee-facing point-of-sale system for taking orders |
| Secretary Order Placement System | Web-based system allowing secretaries to place customer orders over the phone |
| Public Landing Page | Professional landing page with core pages (home, services, locations, contact) |
| Basic Customer Database | Database for storing customer order history and contact information |
| Payment & Tip Tracking | Payment processing and tip tracking per job with multiple payment method support |
| Financial Reporting | End-of-day reports, revenue tracking, profit analysis, and payment method breakdown |
| MVP Documentation | Initial system documentation and user guides for MVP features |
| Staff Training - MVP | Training sessions for employees and secretaries on MVP system usage |
Minimum Commitment: 2 additional features per week
| Feature Category | Description | Timeline |
|---|---|---|
| Online Booking System | Complete booking platform for customer self-service | Weeks 1-3 (Apr 2-22) |
| Scheduler & Calendar | Internal scheduling with live calendar for each location | Weeks 2-4 (Apr 9-29) |
| Employee Time Tracking | Clock-in/out system and labor cost analysis | Weeks 5-7 (Apr 30-May 20) |
| Multi-Location Management | Support for multiple locations with individual dashboards | Weeks 6-8 (May 7-27) |
| Additional Features | Google Reviews integration, mobile optimization, API development, and more | Ongoing (2+ features/week) |
March 13 – March 31, 2026
All 6 core features live and operational
April 2 – May 27, 2026 (Minimum 2 features/week)
2+ features per week — indefinitely through contract
Two Payment Options are available. Client must select one in Appendix B:
After the initial commitment period, the parties may:
Any changes or additions to the project scope requested by the Client must be:
The Contractor reserves the right to adjust timeline and costs based on scope changes.
The Contractor retains full ownership of all platform code, frameworks, architecture, tools, libraries, and methodologies developed or used in the creation of the SmartShine system. The Contractor grants the Client a perpetual, non-exclusive, non-transferable licence to use the platform solely for the Client's internal business operations during the term of this Agreement and, provided all fees have been paid in full, following its expiry or termination.
All Client-provided data, content, logos, branding, and business information remain the exclusive property of the Client at all times. The Contractor shall not use, reproduce, or disclose Client data for any purpose other than performance of this Agreement.
Custom configurations, database schemas, and business rules created specifically for the Client shall belong to the Client upon full payment of all amounts owing under this Agreement, provided that such ownership does not include the underlying platform code, frameworks, or reusable software components owned by the Contractor. The Contractor retains the right to use general methodologies, patterns, and non-client-specific techniques for other engagements.
Both parties agree to hold all confidential information in strict confidence and not to disclose it to any third party without prior written consent. This obligation survives termination of this Agreement. This clause is consistent with obligations under Canada's Personal Information Protection and Electronic Documents Act (PIPEDA).
The Contractor agrees to handle all personal data in accordance with Canada's Personal Information Protection and Electronic Documents Act (PIPEDA) and Ontario's applicable privacy legislation. Customer data collected through the SmartShine platform shall remain the exclusive property of the Client.
The Contractor's total aggregate liability under this Agreement shall not exceed the total fees paid by the Client in the twelve (12) months preceding the event giving rise to such liability. Neither party shall be liable for indirect, incidental, special, or consequential damages.
The foregoing limitation shall not apply to: (a) either party's liability for gross negligence or wilful misconduct; (b) either party's obligations under the Indemnification clause in respect of third-party intellectual property infringement claims; or (c) either party's liability for a material breach of the Confidentiality & Non-Disclosure or Privacy & Personal Data (PIPEDA Compliance) provisions of this Agreement.
The Contractor warrants that all work will be performed professionally and in accordance with industry standards. A 30-day defect warranty is provided post-launch for each major feature deployment, covering bugs and material non-conformances with agreed specifications.
The parties agree to attempt to resolve any dispute through good-faith negotiation for a period of 30 days before initiating formal legal proceedings. If unresolved, the parties may pursue mediation prior to litigation, consistent with the Ontario Arbitration Act, 1991.
Trizan Business Solutions Inc is an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, joint venture, agency, or franchise relationship between the parties. The Contractor acknowledges responsibility for all applicable statutory obligations arising from amounts paid under this Agreement. The Client shall have no obligation to withhold or remit any statutory deductions on behalf of the Contractor.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings, whether written or oral.
No amendment or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
Neither party shall be in breach of this Agreement to the extent that performance of obligations is prevented by circumstances beyond their reasonable control, including but not limited to acts of God, public health emergency, government regulation, or natural disaster, provided the affected party gives prompt written notice to the other party.
The Contractor shall implement reasonable and industry-standard security measures to protect personal data. However, the Contractor shall not be liable for data breaches, losses, or unauthorized access caused by third-party services, hosting providers, user negligence, compromised credentials, or events beyond its reasonable control. This clause is consistent with obligations under Canada's Personal Information Protection and Electronic Documents Act (PIPEDA).
Each party (the "Indemnifying Party") agrees to indemnify, defend, and hold harmless the other party and its directors, officers, employees, and agents from and against any claims, damages, liabilities, losses, and reasonable expenses (including legal fees) arising out of or related to the Indemnifying Party's negligence, wilful misconduct, or material breach of this Agreement. This indemnification obligation shall survive termination of this Agreement.
During the term of this Agreement and for a period of twelve (12) months following its termination or expiry, the Client agrees not to directly or indirectly solicit, recruit, hire, or engage any current or former employee, contractor, or subcontractor of the Contractor who was involved in the delivery of services under this Agreement, without the prior written consent of the Contractor.
The Contractor does not guarantee uninterrupted, error-free, or continuous availability of the platform or any of its services. Scheduled maintenance and unplanned outages may occur. The Contractor will make reasonable efforts to minimize downtime and provide advance notice of scheduled maintenance where practicable.
The platform may integrate or rely upon third-party services including, without limitation, payment processors, hosting providers, mapping services, and APIs (e.g., Google, Stripe). The Contractor is not responsible for interruptions, failures, data loss, fee changes, or policy changes caused by or attributable to third-party providers. The Client acknowledges that the availability of such integrations is subject to the terms and conditions of the relevant third-party providers.
The Contractor will perform periodic system backups as part of standard platform maintenance. However, the Contractor cannot guarantee complete data recovery in all circumstances and shall not be liable for data loss beyond reasonable recovery efforts using available backups. The Client is encouraged to maintain independent exports of critical business data where possible.
The Client is solely responsible for maintaining the security and confidentiality of all system access credentials, including usernames and passwords, issued to its employees and representatives. The Contractor shall not be liable for any unauthorized access, loss, or damage resulting from the Client's failure to secure its credentials or promptly report suspected unauthorized access.
For the purposes of the minimum feature delivery commitment set out in this Agreement, a "feature" means a discrete, functional enhancement or improvement to the platform that is reasonably scoped by the Contractor and mutually confirmed in writing (including by email) between the parties. The Contractor retains reasonable discretion in determining the scope and sequence of feature delivery, with consideration for the Client's business priorities.
Each deliverable shall be deemed accepted by the Client unless the Client provides written notice specifying the material defects or non-conformances within seven (7) business days of delivery or access being granted. Acceptance shall not be unreasonably withheld. Bug reports raised after the acceptance period shall be addressed under the standard warranty provisions of this Agreement.
Training on new features and system updates shall be provided remotely and shall include up to two (2) hours per month unless otherwise agreed in writing. Additional training may be arranged at the Contractor's then-current hourly rate.
Neither party may assign, transfer, or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Contractor may assign this Agreement to a successor entity in connection with a merger, amalgamation, or sale of substantially all of its assets upon written notice to the Client.
All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and shall be deemed duly given when delivered by email to the authorized representative of each party as set out in this Agreement, or when delivered by courier or registered mail to the address of record of each party. Email notices shall be deemed received on the next business day following transmission.
The headings and section titles contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement.
The following provisions shall survive expiry or termination of this Agreement for any reason: Confidentiality & Non-Disclosure, Intellectual Property, Indemnification, Non-Solicitation, Limitation of Liability, Data Breach Limitation of Liability, Governing Law & Jurisdiction, and any accrued payment obligations.
The Contractor shall make reasonable efforts to develop the public-facing website components of the platform in accordance with the Accessibility for Ontarians with Disabilities Act, 2005 (AODA) and WCAG 2.0 Level AA guidelines as they apply to web content. Internal operations software (employee-facing tools) is not subject to AODA public-accessibility requirements. The Client is responsible for notifying the Contractor of any specific AODA compliance requirements applicable to its business prior to commencement of development. Any additional accessibility work required beyond standard WCAG 2.0 Level AA compliance shall be treated as a scope addition under Section 8 and priced accordingly.
Either party may terminate this Agreement after the expiry of the Initial Commitment Period by providing fourteen (14) days written notice to the other party. During the Initial Commitment Period, this Agreement may only be terminated as set out below.
Either party may terminate this Agreement immediately upon written notice if the other party:
If the Client elects to terminate this Agreement prior to the expiry of the Initial Commitment Period for any reason other than the Contractor's uncured material breach, the Client shall pay all remaining monthly fees owing for the balance of the committed term as liquidated damages, and not as a penalty. Such amounts shall become immediately due and payable upon notice of early termination. The parties acknowledge that the reduced monthly fee offered under the 3-Year Plan (relative to the 1-Year Plan) was offered by the Contractor specifically in consideration of and in exchange for the Client's commitment to the full 36-month term, and that the liquidated damages amount represents a genuine pre-estimate of the Contractor's loss and not a penalty.
By signing below, each party confirms they have read, understood, and agree to be bound by the terms of this Agreement. Each signatory represents and warrants that they have the authority to execute this Agreement on behalf of their respective company. This Agreement may be executed in counterparts, each of which shall be deemed an original. This Agreement may be executed electronically in accordance with the Electronic Commerce Act, 2000 (Ontario), and electronic signatures shall be deemed legally valid and binding to the same extent as original ink signatures.
The following defined terms are used throughout this Agreement. Where context permits, defined terms in singular include the plural and vice versa.
| "Agreement" | This Contract and Statement of Work, including all Appendices and any duly executed Change Orders, collectively forming the entire agreement between the parties. |
| "Contractor" | Trizan Business Solutions Inc, the software development service provider. |
| "Client" | SmartShine.ca 16734880 Canada Inc, the entity engaging the Contractor for software development services. |
| "MVP" | Minimum Viable Product — the initial production-ready software system as described in Sections 1 and 3, to be delivered by April 1, 2026. |
| "Platform" | The website, internal operations software, POS system, booking system, and all related components developed by the Contractor for the Client under this Agreement. |
| "Initial Commitment Period" | The fixed minimum term selected by the Client: thirty-six (36) months under the 3-Year Plan, or twelve (12) months under the 1-Year Plan. |
| "Feature" | A discrete, functional enhancement or improvement to the Platform that is reasonably scoped by the Contractor and mutually confirmed in writing between the parties. |
| "Change Order" | A written document signed by both parties authorizing a change to the scope, timeline, or pricing of the Agreement beyond the original Scope of Work (Section 2). |
| "Confidential Information" | Any non-public information disclosed by one party to the other in connection with this Agreement, including business data, source code, pricing, client lists, and technical documentation. |
| "Deliverable" | Any software component, document, design asset, or system module identified in Section 3 of this Agreement as an item to be delivered by the Contractor. |
| "PIPEDA" | Canada's Personal Information Protection and Electronic Documents Act, S.C. 2000, c. 5. |
| "AODA" | The Accessibility for Ontarians with Disabilities Act, 2005, S.O. 2005, c. 11, and associated regulations. |
| "Business Day" | Any day other than a Saturday, Sunday, or statutory holiday in the Province of Ontario. |
| "Effective Date" | The date on which both parties have executed this Agreement as indicated in the Execution block (Section 12). |
The Client shall indicate its selected payment plan by initialling the applicable option below. This Appendix forms part of the Agreement and is binding upon execution of Section 12.
This form is to be used when either party requests a modification to the Scope of Work, timeline, or fees as defined in this Agreement. A Change Order only becomes binding when signed by authorized representatives of both parties. Unsigned Change Orders have no legal effect.
This Change Order, when fully executed, supplements and forms part of the Agreement referenced above (TBS-SSC-2026-001).