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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 improvements at a target development velocity of approximately 2 changes per week, subject to change complexity, technical scope, prioritization, and Client approval. A "change" means any improvement, alteration, text update, button repositioning, image/color adjustment, bug fix, or quick workflow modification not exceeding 200 lines of code. Changes exceeding this threshold are classified as Substantial Changes requiring separate pricing.
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 changes 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 changes such as:
| Ref. # | Deliverable | Description | Delivery Date |
|---|---|---|---|
| DEL-1.1 | Employee POS System | Bare bones employee-facing point-of-sale system for taking orders | April 1, 2026 |
| DEL-1.2 | Secretary Order Placement System | Web-based system allowing secretaries to place customer orders over the phone | April 1, 2026 |
| DEL-1.3 | Public Landing Page | Professional landing page with core pages (home, services, locations, contact) | April 1, 2026 |
| DEL-1.4 | Basic Customer Database | Database for storing customer order history and contact information | April 1, 2026 |
| DEL-1.5 | Payment & Tip Tracking | Payment processing and tip tracking per job with multiple payment method support | April 1, 2026 |
| DEL-1.6 | Financial Reporting | End-of-day reports, revenue tracking, profit analysis, and payment method breakdown | April 1, 2026 |
| DEL-1.7 | MVP Documentation | Initial system documentation and user guides for MVP changes | April 1, 2026 |
| DEL-1.8 | Staff Training - MVP | Training sessions for employees and secretaries on MVP system usage | April 1-7, 2026 |
Minimum Commitment: 2 additional changes per week
A "change" is any improvement, alteration, or modification to existing functionality, including: text updates, button repositioning, image/color changes, bug fixes, quick adjustments, or workflow modifications. Changes are limited to a maximum of 200 lines of code. Any change exceeding 200 lines of code or requiring substantial refactoring will be classified as a Substantial Change under Section 8 and will require a separate change order and pricing.
| Ref. # | Change Category | Description | Timeline |
|---|---|---|---|
| DEL-2.1 | Online Booking System | Complete booking platform for customer self-service | April 2-22, 2026 |
| DEL-2.2 | Scheduler & Calendar | Internal scheduling with live calendar for each location | April 9-29, 2026 |
| DEL-2.3 | Employee Time Tracking | Clock-in/out system and labor cost analysis | April 30-May 20, 2026 |
| DEL-2.4 | Multi-Location Management | Support for multiple locations with individual dashboards | May 7-27, 2026 |
| DEL-2.5+ | Additional Changes | Google Reviews integration, mobile optimization, API development, and remaining scope items (Section 2) | May 28, 2026 onwards (2+ changes/week, ≤200 lines code each) |
March 13 – March 31, 2026
All 6 core changes live and operational
April 2 – May 27, 2026 (Minimum 2 changes/week, ≤200 lines code)
2+ changes per week — indefinitely through contract
5.5.1 — After the initial commitment period, the parties may:
8.1 — Any changes or additions to the project scope requested by the Client must be:
8.2 — 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 non-exclusive, non-transferable licence to use the platform solely for the Client's internal business operations only while the Client remains in good standing under this Agreement and all subscription and other fees are paid in full. Upon termination or expiry of this Agreement, the Client's licence to access and use the platform immediately terminates. The Contractor may terminate access to the platform immediately if the Client breaches payment obligations or materially breaches this Agreement.
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), Ontario's Personal Health Information Protection Act, 2004 (PHIPA) where applicable, and other applicable Canadian federal and provincial 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.
10.3.1 — 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 change deployment, covering bugs and material non-conformances with agreed specifications.
10.6.1 — 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.
10.7.1 — 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.
10.8.1 — 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.
10.9.1 — No amendment or modification of this Agreement shall be valid unless made in writing and signed by authorized representatives of both parties.
10.10.1 — 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.
10.11.1 — 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.
10.12.1 — 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, except in cases of the Contractor's gross negligence or wilful misconduct. This clause is consistent with obligations under Canada's Personal Information Protection and Electronic Documents Act (PIPEDA).
10.13.1 — 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.
10.14.1 — 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.
10.15.1 — 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.
10.16.1 — 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.
10.17.1 — 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.
10.18.1 — 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.
10.19.1 — For the purposes of the minimum change delivery commitment set out in this Agreement, a "change" 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 change delivery, with consideration for the Client's business priorities.
10.20.1 — 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.
10.21.1 — Training on new changes 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.
10.22.1 — The Contractor shall make commercially reasonable efforts to respond to support requests, bug reports, and priority issues within forty-eight (48) business hours of receipt. Response time does not constitute a guarantee of issue resolution within that timeframe. Critical security issues affecting system availability shall receive priority attention. Support is available during standard business hours (9:00 AM to 5:00 PM Eastern Time, Monday through Friday, excluding Canadian statutory holidays).
10.23.1 — Upon written request and subject to all outstanding payment obligations being satisfied, the Client may request export of customer data and transaction information in commonly used formats (CSV, JSON, or similar) within thirty (30) business days of the termination or expiry of this Agreement. The Contractor will provide technical assistance as reasonably necessary to facilitate the export. The Client shall bear any costs associated with data extraction beyond standard export functionality.
10.24.1 — The Contractor shall not be liable for losses, damages, or service interruptions caused by: (a) hosting provider outages or service failures beyond the Contractor's control; (b) third-party internet infrastructure failures; (c) distributed denial-of-service (DDoS) attacks or other malicious third-party interference; or (d) maintenance, updates, or security patches required by hosting providers or underlying infrastructure providers. The Contractor will use commercially reasonable efforts to maintain platform availability and provide advance notice of scheduled maintenance where practicable.
10.25.1 — 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.
10.26.1 — 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.
10.27.1 — 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.
10.28.1 — 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.
10.29.1 — 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. 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 (Scope Changes & Additions) 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 fees offered under the 3-Year and Partnership Plans (relative to the 1-Year Plan) were offered by the Contractor specifically in consideration of and in exchange for the Client's commitment to the full 36-month term. The parties further agree that the liquidated damages amount represents a genuine pre-estimate of the Contractor's lost revenue, development resource allocation, and opportunity cost, and constitutes a reasonable and enforceable liquidated damages provision.
12.1 — The Contractor shall be solely responsible for provisioning, configuring, and maintaining all hosting infrastructure required to operate the SmartShine platform and associated website on behalf of the Client. The Client shall not be required to obtain, manage, or fund any third-party hosting account independently.
The monthly subscription fee of $800 CAD (plus applicable taxes) includes the following services as standard:
12.3.1 — Any update, redesign, refactor, or modification that requires changes to twenty percent (20%) or more of the existing production codebase shall be classified as a Substantial Change and is expressly excluded from the monthly subscription fee. Substantial Changes shall be scoped, estimated, and approved in writing by both parties as a separate scope addition under Section 8 (Scope Changes & Additions) and priced by separate change order.
12.3.2 — The Contractor shall, in good faith, notify the Client in writing if a requested change is determined to meet or exceed the Substantial Change threshold prior to commencing any such work.
12.4.1 — The Contractor shall use commercially reasonable efforts to maintain platform availability. Planned maintenance windows that may result in service interruption will be communicated to the Client with a minimum of twenty-four (24) hours advance written notice where practicable. Emergency maintenance required to preserve system security, integrity, or availability may be performed without advance notice.
12.4.2 — The Contractor does not guarantee any specific uptime percentage unless separately agreed in writing, and shall not be liable for service interruptions caused by third-party providers, force majeure events, or circumstances outside the Contractor's reasonable control.
12.5.1 — The Contractor retains sole discretion in selecting, configuring, and managing the hosting provider(s) and infrastructure stack (including but not limited to cloud platforms such as AWS, Azure, Google Cloud, or equivalent). The Client shall not have direct administrative access to hosting accounts, server infrastructure, or deployment pipelines unless expressly agreed in writing by both parties.
13.1 — To perform platform migration, third-party integrations, and ongoing IT management as contemplated by this Agreement, the Client shall provide the Contractor with timely access to all required systems, services, and accounts. Required access includes, but is not limited to:
13.2.1 — The Client is solely responsible for creating, provisioning, and maintaining access credentials for the Contractor in a timely manner. The Client agrees to make reasonable efforts to provide all required access within five (5) business days of a written request by the Contractor.
13.2.2 — Delays in providing required access that result in delays to project delivery or change deployment shall not constitute a breach by the Contractor. The Contractor reserves the right to adjust project timelines proportionally where access delays have materially impacted progress, with written notice to the Client.
13.3.1 — All credentials, API keys, tokens, and access information provided by the Client shall be treated as strictly confidential by the Contractor in accordance with Section 10.1 (Confidentiality & Non-Disclosure) of this Agreement. The Contractor shall implement reasonable administrative and technical security measures to protect such credentials from unauthorized disclosure or access.
13.4.1 — The Contractor shall use all Client-provided credentials and access exclusively for the purposes of fulfilling obligations under this Agreement. Credentials shall not be shared with unauthorized third parties or used for any purpose outside the scope of the engagement without the Client's prior written consent.
13.5.1 — Upon expiry or termination of this Agreement for any reason, the Client shall promptly revoke, rotate, or disable all credentials, tokens, and access provisioned to the Contractor. The Contractor shall, upon written request from the Client, confirm in writing the securely destroyed or deleted status of any retained credentials within ten (10) business days of the termination date.
14.1 — This Agreement becomes legally binding and fully enforceable upon the earlier of: (a) receipt by the Contractor of the initial payment of $5,800 CAD (comprising the $5,000 initial build fee and the first monthly subscription of $800), due on or before March 16, 2026, or (b) written confirmation by electronic communication (including email or other electronic transmission) from the Client to the Contractor clearly indicating acceptance of this Agreement. Submission of payment constitutes conclusive evidence of acceptance.
14.2 — The parties acknowledge that this Agreement may be executed and accepted entirely by electronic means in accordance with the Electronic Commerce Act, 2000 (Ontario). Electronic acceptance, including but not limited to payment submission, email confirmation, or electronic acknowledgment of these terms, constitutes valid legal acceptance and shall render this Agreement enforceable and binding on both parties with the same force and effect as if executed by traditional handwritten signature.
14.3 — By executing this Agreement (whether by payment, email confirmation, or other electronic acceptance), SmartShine.ca — 16734880 Canada Inc (the “Client”) explicitly acknowledges that: (i) it has read and has had adequate opportunity to review all terms, conditions, and appendices of this Agreement; (ii) it understands all obligations and financial commitments; (iii) it agrees to be legally bound by all terms herein; and (iv) it has the authority to execute this Agreement on behalf of itself.
14.4 — The Effective Date of this Agreement shall be the date on which the Contractor receives cleared funds from the Client's initial payment described in Section 5.4, or the date of Client's written electronic acceptance, whichever is earlier. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada. The absence of a handwritten signature or seal shall not impair, limit, or affect the validity, enforceability, or legal effect of this Agreement once electronic acceptance has been demonstrated through payment or written confirmation.
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 in Appendix B: twelve (12) months under the 1-Year Plan, or thirty-six (36) months under either the 3-Year Plan or the 3-Year Partnership Plan. |
| "Change" | A discrete, functional enhancement or improvement to the Platform that is reasonably scoped by the Contractor and mutually confirmed in writing between the parties. Changes are limited to a maximum of 200 lines of code; larger modifications are classified as Substantial Changes requiring separate pricing. |
| "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" | March 16, 2026, being the date on which the initial payment is due; or the date of actual receipt of cleared funds if received earlier. This Agreement becomes binding upon receipt of the initial payment without the need for signatures. |
B.1 — The Client shall indicate its selected payment plan by selecting the applicable option below. This Appendix forms part of the Agreement and is binding upon receipt of the initial payment. No signatures are required — payment constitutes full acceptance.