Terms of Service

By accessing or using the Services, you confirm that you can form a binding contract with us and that you accept these Terms. If you use the Services on behalf of a business, you represent that you are authorized to bind that business, and "you" refers to that business.

• Homeowner — a user who posts a project and hires a contractor.
• Contractor — a verified user who submits bids and performs work.
• Project — a renovation or home-services job posted by a homeowner.
• Bid — a contractor's proposal for a project, including price, scope, milestones, and timeline.
• Milestone — a defined stage of work with an associated amount.
• Escrow — funds held by our payment processor and released as milestones are approved.
• Platform Fee — the fee Dwell Cloud charges contractors on completed milestones.
• Content — any information, text, photos, documents, or other material submitted to the Services.

You must be at least the age of majority in your province or state and legally able to enter contracts. You agree to provide accurate, current information and to keep it up to date. You are responsible for maintaining the security of your account and password and for all activity under your account. Notify us immediately of any unauthorized use. You may not share, sell, or transfer your account.

Dwell Cloud provides a marketplace that connects homeowners and contractors and provides supporting tools, including verification, messaging, milestone escrow, and dispute facilitation. This is the part that matters most to understand:

• Dwell Cloud is not a contractor and does not perform, supervise, or guarantee any work. We are not a party to the agreement for work between a homeowner and a contractor.
• The contract for the actual work is between the homeowner and the contractor. The accepted bid — its scope, price, milestones, and timeline — forms that agreement, together with any separate contract the parties sign.
• We do not employ contractors, and contractors are independent businesses, not our agents or employees.
• We do not guarantee that any project will receive bids, that any bid will be accepted, or that any work will meet your expectations.

Before a contractor can submit a bid, they complete a six-point verification that may include government-issued ID, active business insurance, a verified bank account, a Google Business Profile, a Facebook business page, and a business website. Optional credentials, such as workers' compensation coverage or trade licenses, may be displayed as additional badges.

Verification is a screening measure, not a guarantee or endorsement. It does not warrant a contractor's skill, the quality or legality of their work, or that information they provide is accurate. Homeowners are responsible for reviewing bids, credentials, and reviews and for deciding whom to hire. Contractors must keep their insurance current; if it lapses, bidding may be paused until it is renewed.

Homeowners

You agree to describe your project accurately, to have the authority to authorize work at the property, and to review bids in good faith. When you accept a bid, you enter an agreement with that contractor based on the bid's scope, price, milestones, and timeline.

Contractors

You agree that your bids are accurate and made in good faith, that you are licensed and insured as required for the work and your location, and that you will perform work competently, lawfully, and in accordance with the accepted bid. A bid is editable until the homeowner's bidding deadline closes; once accepted, it forms a binding agreement with the homeowner.

General contractors and sub-trades

A general contractor who assigns verified sub-trades to a bid remains responsible to the homeowner for the work under their bid, unless the parties agree otherwise. Sub-trade relationships are between the contractors involved.

Payments and escrow are processed by Stripe. By using paid features, you also agree to Stripe's applicable terms. You authorize us and Stripe to charge, hold, and release funds as described here.

• Milestone escrow — when a homeowner hires a contractor, the homeowner funds each milestone into escrow. Funds are held and released to the contractor only when the homeowner approves the completed milestone, or as otherwise required by the dispute process or applicable law.
• Homeowner cost — Dwell Cloud does not charge homeowners a platform fee. Homeowners pay the price agreed with their contractor.
• Contractor Platform Fee — Dwell Cloud charges contractors a platform fee of ten percent (10%) on completed milestones, deducted at the time of release. [CONFIRM: exact fee terms, any payment-processing costs, and how they are presented.]
• Taxes — each party is responsible for its own taxes. Contractors are responsible for charging, collecting, and remitting any applicable sales taxes (such as GST/PST/HST) and for their income taxes. [CONFIRM: tax handling and any tax-collection obligations with counsel and your accountant.]
• Refunds and reversals — refunds, partial releases, and reversals are handled through the milestone approval and dispute processes and Stripe's processing rules. [CONFIRM: refund and chargeback policy.]

If the scope of a project changes, the contractor submits a change order through the Services describing what changed, why, the cost adjustment, and any timeline impact. The homeowner may approve, negotiate, or decline it. Approved change orders adjust milestones and the amounts held in escrow accordingly. Changes are not effective until approved by the homeowner.

If a homeowner is not satisfied with a milestone, they may flag it instead of approving it, which opens a structured dispute. Both parties may submit their case with photos and documentation. Dwell Cloud will review the original scope, the evidence, and the message history and issue a resolution, which may include releasing funds, partially releasing funds, or refunding the homeowner.

Because funds are held in escrow, our resolution determines how those escrowed funds are handled, and you agree to be bound by it with respect to the escrowed funds. This process concerns the release of escrowed funds only; it does not resolve every possible legal claim between users, and it is separate from any dispute you may have with Dwell Cloud (see Governing Law and Disputes With Us). [CONFIRM: scope and binding effect of the resolution process with counsel.]

You agree not to:

• Arrange payment off-platform for projects initiated through Dwell Cloud in order to avoid fees or escrow protections, or otherwise circumvent the Services;
• Provide false, misleading, or fraudulent information, including in verification, bids, reviews, or disputes;
• Post unlawful, infringing, defamatory, harassing, or harmful content, or content you do not have the right to share;
• Interfere with, disrupt, probe, or attempt to gain unauthorized access to the Services or other users' accounts;
• Use the Services for any unlawful purpose or in violation of these Terms or applicable law; or
• Scrape, copy, or misuse content or data from the Services.

You retain ownership of the Content you submit. You grant Dwell Cloud a non-exclusive, worldwide, royalty-free license to host, store, display, reproduce, and use your Content as needed to operate, provide, and improve the Services — for example, showing a project to matching contractors, displaying a portfolio to homeowners, or publishing reviews. You are responsible for your Content and confirm you have the rights to share it. You agree that reviews you submit are honest and based on genuine experience.

The Services, including their software, design, text, and the Dwell Cloud name and logo, are owned by Dwell Cloud or its licensors and are protected by intellectual property laws. We grant you a limited, non-exclusive, non-transferable, revocable license to use the Services for their intended purpose. You may not copy, modify, distribute, or create derivative works from the Services except as permitted by law or with our written consent.

Except where prohibited by law, the Services are provided "as is" and "as available," without warranties of any kind, whether express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Dwell Cloud does not warrant the work, conduct, qualifications, or reliability of any contractor or homeowner, or that the Services will be uninterrupted or error-free. Nothing in these Terms excludes or limits rights that cannot be excluded or limited under applicable consumer-protection law. [CONFIRM: consumer-protection carve-outs for your jurisdictions.]

To the maximum extent permitted by law, Dwell Cloud and its officers, directors, employees, and agents will not be liable for any indirect, incidental, special, consequential, or punitive damages, or for lost profits, revenues, data, or goodwill, arising from or related to your use of the Services or any interaction or agreement with another user. To the maximum extent permitted by law, our total liability for any claim relating to the Services will not exceed the greater of the total Platform Fees you paid to us in the [CONFIRM: e.g., three (3)] months before the claim, or [CONFIRM: e.g., CAD $100]. Some jurisdictions do not allow certain limitations, so parts of this section may not apply to you.

You agree to indemnify and hold harmless Dwell Cloud and its officers, directors, employees, and agents from any claims, damages, liabilities, and expenses (including reasonable legal fees) arising from your use of the Services, your Content, your interactions or agreements with other users, the work you perform or receive, or your violation of these Terms or applicable law.

You may stop using the Services and close your account at any time. We may suspend or terminate your access if you violate these Terms, create risk or legal exposure, or if verification or insurance requirements are not met. We will handle any funds already in escrow in accordance with the applicable milestone and dispute processes. Provisions that by their nature should survive termination — including payment obligations, disclaimers, limitations of liability, indemnification, and governing law — will survive.

These Terms are governed by the laws of the Province of British Columbia and the federal laws of Canada applicable there, without regard to conflict-of-laws rules. [CONFIRM: governing jurisdiction.]

Any dispute between you and Dwell Cloud will be resolved as follows: [CONFIRM WITH COUNSEL — choose and draft one approach: (a) exclusive jurisdiction of the courts located in British Columbia; or (b) binding arbitration with any class-action waiver, and confirm enforceability for consumers in each jurisdiction where you operate.] This section does not affect the separate process for the release of escrowed funds described under Disputes Between Users.

We may update these Terms from time to time. When we make material changes, we will update the effective date and, where appropriate, provide notice. Your continued use of the Services after an update means you accept the revised Terms. If you do not agree, stop using the Services.

• Entire agreement — these Terms and the documents they reference are the entire agreement between you and Dwell Cloud regarding the Services.
• Severability — if any provision is found unenforceable, the rest remains in effect.
• No waiver — our failure to enforce a provision is not a waiver of it.
• Assignment — you may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets.
• Force majeure — we are not liable for delays or failures caused by events beyond our reasonable control.

Questions about these Terms can be directed to legal@dwellcloud.io, or by mail to [CONFIRM: mailing address for legal notices].