1. DEFINITIONS

1.1 "Company", "FormanPacific", "we", "us", "our"

Forman Pacific, LLC, a Delaware registered limited liability company (EIN: 36-5163646), including all subsidiaries and affiliates.

1.2 "Supplier", "you", "your"

The entity or individual providing goods and/or services as part of the FormanPacific network.

1.3 "Platform"

The FormanPacific technology platform, including all systems, applications, and interfaces used for job dispatch and management.

1.4 "Services"

All work, repairs, inspections, assessments, or other services performed by the Supplier.

1.5 "Customer"

Any end user, insurer, corporate client, or other party receiving Services through FormanPacific.

1.6 "Third Party"

Any person or entity not party to this Agreement, including but not limited to property owners, vehicle sellers, inspection requestors, or bystanders.

1.7 "Work Order"

Any job dispatch, service request, or assignment issued through the Platform.

1.8 "Network"

The FormanPacific supplier network comprising all approved contractors and service providers.

1.9 "Applicable Laws"

All applicable United States and Delaware laws, regulations, standards, and codes of practice.

2. NETWORK PARTICIPATION

2.1 Methods of Joining

A Supplier becomes part of the FormanPacific Network by:

• Completing the online supplier registration at formanpacific.com/supplier-registration
• Accepting any Work Order issued by FormanPacific
• Performing any Services dispatched through the Platform
• Receiving payment for Services from FormanPacific

2.2 Acceptance of Terms

ACCEPTANCE OF ANY WORK ORDER CONSTITUTES FULL ACCEPTANCE OF THESE TERMS. No modifications to these Terms are valid unless agreed in writing by FormanPacific's authorized representative.

2.3 Public Representation

Suppliers acknowledge and consent that FormanPacific may publicly identify them as Network members in:

• Customer communications and confirmations
• Marketing materials and website listings
• Service tracking and dispatch notifications
• Quality and performance reporting

2.4 Data Disclosure Authorization

Suppliers grant FormanPacific standing authorization to disclose to Customers:

• Business name and contact details
• Technician names and qualifications
• Estimated arrival times and service status
• Vehicle registration and identification
• Insurance and certification status

2.5 Network Standards

All Suppliers must maintain:

• Current trade certifications and licenses
• Required insurance coverage
• Health and safety compliance
• Professional appearance and conduct
• Minimum performance ratings

3. SUPPLIER OBLIGATIONS

3.1 General Obligations

Suppliers must:

• Comply with all Applicable Laws and regulations
• Maintain all required licenses, permits, and certifications
• Provide Services with due care, skill, and diligence
• Use appropriately qualified and trained personnel
• Respond to Work Orders within specified timeframes
• Maintain professional standards at all times

3.2 Documentation Requirements

Suppliers must provide and maintain:

• Current business registration (EIN)
• GST registration (if applicable)
• Trade qualifications and certifications
• Insurance certificates of currency
• Health and safety policies and procedures
• Site Safe or equivalent certification

3.3 Performance Standards

Suppliers must achieve and maintain:

• 95% on-time arrival rate
• 90% first-time fix rate (where applicable)
• 4.5/5 minimum customer satisfaction rating
• 24-hour response to customer complaints
• Complete and accurate job reporting

4. SERVICE STANDARDS

4.1 Quality of Work

All Services must:

• Meet or exceed industry standards and best practices
• Comply with manufacturer specifications
• Be completed to Customer satisfaction
• Use quality materials and components
• Include appropriate warranties and guarantees

4.2 Safety Requirements

Suppliers must:

• Comply with Health and Safety at Work Act 2015
• Conduct risk assessments before commencing work
• Use appropriate personal protective equipment
• Ensure safe work methods and site management
• Report all incidents and near-misses immediately

4.3 Customer Service

Suppliers must:

• Maintain professional appearance and conduct
• Communicate clearly and respectfully
• Provide accurate time estimates
• Explain work performed and costs
• Obtain authorization before exceeding quoted amounts

5. THIRD-PARTY LIABILITY

5.1 Custody and Control

THE SUPPLIER ASSUMES FULL LIABILITY FOR ANY PROPERTY IN THEIR CUSTODY OR CONTROL, including but not limited to:

• Vehicles delivered for inspection, repair, or service
• Equipment or machinery being serviced
• Buildings or premises where work is performed
• Contents, fixtures, and fittings at service locations
• Third-party property affected by Services

5.2 Third-Party Property Damage

The Supplier is fully liable for any damage, loss, or injury to Third-Party property or persons, including scenarios where:

• A vehicle is damaged while in Supplier's possession for inspection or service
• Property is damaged during service delivery (e.g., driveway damage during towing)
• Adjacent property is affected by Supplier's work
• Third parties suffer loss due to Supplier's acts or omissions
• Damage occurs during transportation or movement of property

5.3 Pre-Purchase Inspections and Similar Services

For services involving Third-Party interests (such as pre-purchase inspections where the vehicle owner differs from the service requestor):

• Supplier assumes full responsibility for the property from receipt to return
• Supplier must verify authorization before accepting property
• Any damage during inspection or testing is Supplier's sole liability
• Supplier must maintain chain of custody documentation
• FormanPacific bears no liability for Third-Party property damage

5.4 Bailment Responsibilities

When accepting property for service, the Supplier becomes a bailee and must:

• Exercise reasonable care in handling and storage
• Secure property against theft or unauthorized use
• Not use property beyond scope of authorized service
• Return property in same or improved condition
• Maintain adequate insurance for property in custody

6. WARRANTIES & GUARANTEES

6.1 Supplier Warranties

The Supplier warrants that:

• All Services will be performed with reasonable care and skill
• Materials and parts supplied are of acceptable quality
• Services will be fit for any specified purpose
• Work will comply with all applicable standards and codes
• Services will be completed within agreed timeframes

6.2 Warranty Period

Unless otherwise specified, Supplier provides minimum warranties of:

• 12 months on all labour and workmanship
• Manufacturer's warranty on all parts and materials
• Statutory warranties under Consumer Guarantees Act 1993

6.3 Defects and Remediation

If defects arise within the warranty period, Supplier must at its own cost:

• Promptly repair or rectify defective work
• Replace faulty parts or materials
• Compensate for consequential damage caused by defects
• Provide temporary solutions if immediate repair isn't possible

6.4 Customer Complaints

THE SUPPLIER IS SOLELY RESPONSIBLE FOR RESOLVING ALL CUSTOMER COMPLAINTS related to their Services, including:

• Quality of workmanship
• Defective parts or materials
• Incomplete or unsatisfactory work
• Damage to property
• Warranty claims

7. PAYMENT TERMS

7.1 Invoice Requirements

Valid invoices must include:

• Work Order reference number
• Detailed description of Services performed
• Itemized parts and materials
• GST details (if registered)
• Before and after photos (where applicable)

7.2 Payment Processing

FormanPacific will process payments within 20 working days of receiving a valid invoice, subject to:

• Customer payment being received
• No disputes or complaints pending
• All documentation being complete
• Services meeting quality standards

7.3 Payment Limitations

CRITICAL PAYMENT TERMS:

• FormanPacific only pays amounts collected from Customers
• Platform fee of 15% deducted from all payments
• Disputed amounts may be withheld pending resolution
• Set-off rights apply for any amounts owed to FormanPacific
• No payment for unauthorized or out-of-scope work

7.4 Customer Non-Payment

If a Customer fails to pay, FormanPacific will:

• Make reasonable efforts to collect payment
• Keep Supplier informed of collection status
• Pay Supplier upon successful collection

However, FormanPacific is not obligated to pay Suppliers for uncollected Customer debts beyond 90 days.

7.5 Charge-backs and Refunds

Supplier is liable for all charge-backs, refunds, or reversals resulting from:

• Defective or incomplete work
• Customer complaints or disputes
• Warranty claims
• Failure to meet service standards

8. INSURANCE REQUIREMENTS

8.1 Mandatory Insurance Coverage

All Suppliers must maintain:

Public Liability Insurance

• Minimum coverage: $2,000,000 per occurrence
• Must cover property damage and personal injury
• Include products and completed operations

Professional Indemnity Insurance

• Minimum coverage: $1,000,000 per claim
• Required for inspection and assessment services
• Run-off coverage for 6 years post-termination

Motor Vehicle Insurance

• Comprehensive coverage for all service vehicles
• Third-party property damage minimum $20,000,000
• Cover for tools and equipment

Statutory Insurance

• ACC coverage for all employees and contractors
• OSHA compliance

8.2 Additional Requirements for Specific Services

Vehicle Repairers/Dealers

• Motor Trade Insurance including custody and control
• Minimum $500,000 for vehicles in care

Towing Operators

• On-hook coverage for vehicles being towed
• Storage liability coverage

Building Trades

• Contract Works insurance where applicable
• Tools and equipment coverage

8.3 Insurance Verification

Suppliers must:

• Provide certificates of currency before commencing Services
• Notify FormanPacific of any changes to coverage
• Maintain continuous coverage without gaps
• Not allow policies to lapse or be cancelled

9. INDEMNIFICATION

9.1 Supplier Indemnification

The Supplier shall fully indemnify, defend, and hold harmless FormanPacific, its officers, directors, employees, agents, and affiliates from and against ALL claims, losses, damages, liabilities, costs, and expenses (including legal fees on a solicitor-client basis) arising from or related to:

• Supplier's performance or non-performance of Services
• Defective workmanship, parts, or materials
• Damage to Customer or Third-Party property
• Personal injury or death
• Breach of this Agreement
• Violation of any laws or regulations
• Infringement of intellectual property rights
• Acts or omissions of Supplier's employees or subcontractors
• Failure to maintain required insurance
• Customer complaints or disputes
• Environmental damage or contamination
• Breach of confidentiality

9.2 Third-Party Claims

The indemnification specifically extends to any Third-Party claims including:

• Property owners claiming damage during service
• Vehicle sellers/buyers in inspection scenarios
• Neighbouring property damage
• Regulatory fines or penalties
• Class actions arising from Supplier's services

9.3 Defense and Settlement

FormanPacific may, at its option:

• Control the defense of any claim
• Select legal counsel
• Settle claims at its discretion
• Require Supplier to participate in defense

9.4 Survival

This indemnification survives termination of this Agreement indefinitely.

10. CONFIDENTIALITY

10.1 Confidential Information

Suppliers must keep strictly confidential:

• Customer information and data
• Pricing and payment arrangements
• Platform operations and technology
• Business strategies and methods
• Other Supplier information
• Insurance claim details

10.2 Prohibited Disclosures

Suppliers must NOT:

• Discuss FormanPacific rates with Customers
• Share Customer information with competitors
• Disclose Platform features or capabilities
• Reveal other Suppliers' pricing or performance
• Post about specific jobs on social media without consent

10.3 Data Protection

Suppliers must:

• Comply with US privacy law / CCPA
• Implement appropriate security measures
• Report any data breaches immediately
• Delete Customer data when no longer required
• Not use Customer data for marketing

10.4 Penalty for Breach

Breach of confidentiality will result in:

• Immediate termination from Network
• Forfeiture of outstanding payments
• Liability for resulting damages
• Legal action for injunctive relief

11. INTELLECTUAL PROPERTY

11.1 FormanPacific Property

All intellectual property related to the Platform remains FormanPacific's exclusive property, including:

• Platform technology and interfaces
• Business processes and methods
• Trademarks and branding
• Customer databases and information
• Documentation and training materials

11.2 Work Product

Any intellectual property created in connection with Services becomes FormanPacific's property, including:

• Reports and assessments
• Photos and videos
• Documentation and records
• Process improvements

11.3 Supplier License

Supplier grants FormanPacific a perpetual, royalty-free license to use:

• Supplier's business name and logo
• Service photos for marketing
• Performance data and metrics
• Testimonials and feedback

12. NON-SOLICITATION

12.1 Customer Non-Solicitation

During the term of this Agreement and for 24 months after termination, Supplier shall not:

• Directly approach FormanPacific Customers
• Circumvent the Platform for repeat business
• Offer services outside the FormanPacific system
• Solicit Customers for competing platforms
• Share Customer details with competitors

12.2 Network Non-Solicitation

Supplier shall not:

• Recruit other Suppliers from the Network
• Encourage others to leave FormanPacific
• Establish competing networks using FormanPacific contacts

12.3 Remedies

Breach of non-solicitation will result in:

• Liquidated damages of $10,000 per breach
• Injunctive relief to prevent further breaches
• Recovery of all legal costs
• Forfeiture of outstanding payments

13. COMPLIANCE

13.1 Legal Compliance

Suppliers must comply with all applicable laws including:

• Health and Safety at Work Act 2015
• Building Act 2004 and Building Code
• Consumer Guarantees Act 1993
• Fair Trading Act 1986
• Resource Management Act 1991
• US privacy law / CCPA
• Employment Relations Act 2000

13.2 Industry Standards

Services must comply with:

• Relevant United States industry standards
• Industry codes of practice
• Manufacturer specifications
• Professional body requirements

13.3 Environmental Compliance

Suppliers must:

• Properly dispose of waste and hazardous materials
• Comply with environmental regulations
• Minimize environmental impact
• Report any environmental incidents

13.4 Audit Rights

FormanPacific may audit Supplier compliance including:

• Site inspections
• Document reviews
• Customer surveys
• Mystery shopping
• Performance assessments

14. TERMINATION

14.1 Termination by FormanPacific

FormanPacific may terminate a Supplier's Network participation immediately for:

• Breach of any provision of this Agreement
• Failure to maintain required insurance
• Poor performance or customer complaints
• Unsafe work practices
• Fraud or dishonesty
• Insolvency or bankruptcy
• Criminal convictions
• Any reason at FormanPacific's sole discretion

14.2 Termination by Supplier

Suppliers may withdraw from the Network by:

• Providing 30 days written notice
• Completing all outstanding Work Orders
• Resolving all Customer complaints
• Returning all FormanPacific property

14.3 Effects of Termination

Upon termination:

• Platform access ceases immediately
• Outstanding valid invoices will be processed
• Disputed amounts may be withheld
• Confidentiality obligations continue
• Indemnification provisions survive
• Non-solicitation restrictions remain in effect

15. GENERAL PROVISIONS

15.1 Entire Agreement

These Terms constitute the entire agreement between the parties and supersede all prior agreements, arrangements, and understandings.

15.2 Amendments

FormanPacific may amend these Terms at any time without notice. Continued participation in the Network constitutes acceptance of amended Terms.

15.3 Independent Contractor

Suppliers are independent contractors, not employees or agents of FormanPacific. Nothing creates an employment, partnership, or joint venture relationship.

15.4 Assignment

Suppliers may not assign this Agreement without written consent. FormanPacific may assign freely.

15.5 Governing Law

This Agreement is governed by Delaware law. Disputes shall be resolved in the state or federal courts located in Delaware, United States.

15.6 Dispute Resolution

Disputes shall be resolved through:

1. Good faith negotiation
2. Mediation if negotiation fails
3. Arbitration under Arbitration Act 1996
4. Litigation as last resort

15.7 Severability

If any provision is invalid, the remaining provisions continue in full effect.

15.8 Notices

Legal notices to FormanPacific must be sent to:

15.9 Waiver

No waiver is effective unless in writing. Failure to enforce any provision is not a waiver.

15.10 Costs

The Supplier shall pay all costs (including legal fees) incurred by FormanPacific in enforcing this Agreement.

SUPPLIER SUPPORT

For questions about these Terms or Network participation:

• Supplier Support: suppliers@formanpacific.com
• Contact: Contact form
• Portal: portal.formanpacific.com
• Hours: Monday-Friday, 8:30 AM - 5:00 PM ET

For legal inquiries: legal@formanpacific.com