Contractor / Service Provider Agreement

This Contractor / Service Provider Agreement (“Agreement”) is made and entered into as of the date of your electronic acceptance (the “Effective Date”), by and between BarnesNest LLC, a limited liability company duly organized and existing under the laws of the State of Texas, with its principal place of business at 1315 E Belt Line Rd, PMB 1046, Richardson, TX 75081 (“BarnesNest” or the “Company”), and the individual or commercial entity registering as a service provider (the “Service Provider”). BarnesNest and the Service Provider may be referred to individually as a “Party” and collectively as the “Parties.”

WHEREAS, BarnesNest operates a web-based and mobile platform (the “Platform”) that facilitates the connection between Users seeking residential and commercial property-related services including but not limited to maintenance, repairs, installations, and improvements and qualified independent service providers; and the Service Provider desires to register on and use the Platform to offer such services; NOW, THEREFORE, in consideration of the mutual promises and covenants set forth, the Parties agree as follows:

Definitions

• “Platform” means the online and mobile technology system operated by BarnesNest that enables the posting, bidding, coordination, management, and payment of property-related service projects between Users and Service Providers.
• “Service Provider” means any individual or commercial entity that registers on and uses the Platform to offer property-related services to Clients.
• “Client/User” means any individual or entity who uses the Platform to request, engage, and pay for services. The terms “Client” and “User” are used interchangeably.
• “Project” means a defined scope of services, tasks, or deliverables agreed upon between a Client and a Service Provider via the Platform.
• “Milestone” means a specific deliverable or service stage within a Project, the completion of which triggers the release of payment to the Service Provider through the Secure Payment System, subject to Client approval.
• “Secure Payment System” means the third-party, Stripe-powered payment feature within the Platform through which Client funds are held by the payment processor until successful completion and approval of one or more Milestones by the Client. It is not a licensed escrow service.
• “Fees” means the platform commission or service charge retained by BarnesNest, calculated as a percentage of the total Project value, and automatically deducted from payments made to the Service Provider upon release of held funds.

1. Scope of Services

Description of Services

The Service Provider agrees to offer and perform property-related services through the Platform, which may include, but are not limited to: general maintenance, repairs, installations, cleaning, painting, carpentry, plumbing, and other similar residential or commercial services as requested by Clients.

Platform Use

The Service Provider shall use the Platform for all activities related to offering and executing services, including:

• Submitting bids or accepting project invitations;
• Communicating with Clients;
• Tracking project progress through milestones;
• Coordinating service delivery;
• Receiving payments through the Platform’s Secure Payment System.

Responsibility for Equipment and Work Quality

The Service Provider is solely responsible for providing all necessary labor, tools, equipment, materials, and transportation required to perform the agreed services, and shall ensure that all work is completed in a professional, timely, and workmanlike manner in accordance with industry standards and the specifications agreed upon with the Client.

2. Independent Contractor Relationship

The Service Provider acknowledges and agrees that they are operating as an independent contractor and not as an employee, partner, agent, franchisee, or representative of BarnesNest. Nothing in this Agreement shall be construed to create any employer-employee relationship, joint venture, partnership, or agency between the Parties.

The Service Provider shall have full control over how the services are performed, including setting their own work schedule, determining pricing, and selecting the methods, tools, and equipment used. BarnesNest does not control or supervise the manner in which the services are delivered. The Service Provider is not entitled to any employee benefits, including health insurance, paid time off, unemployment compensation, workers’ compensation, or participation in any employee benefit plans.

3. Licensing and Legal Compliance

The Service Provider is solely responsible for obtaining, maintaining, and renewing all licenses, certifications, permits, or other authorizations required under applicable federal, state, and local laws to legally perform the services offered through the Platform.

If the Service Provider performs work in a regulated trade—such as plumbing, electrical, HVAC, or any other field governed by the Texas Department of Licensing and Regulation (TDLR) or similar agencies—they must ensure all services comply with the relevant laws, safety standards, and licensing requirements. BarnesNest reserves the right to request documentation verifying compliance, and the Service Provider must promptly provide valid, current evidence. Failure to do so may result in suspension or termination of access to the Platform.

4. Payment Terms

• All Projects are funded by the Client in advance. Payments are securely held by a third-party payment processor (e.g., Stripe) until the completion of specific service milestones.
• Each Project may be divided into one or more milestones. Funds for each milestone are released to the Service Provider only after the Client has reviewed and formally approved completion of that milestone through the Platform.
• BarnesNest charges a platform service fee—currently eight percent (8%) of the total Project value—automatically deducted from the payment released to the Service Provider for each completed milestone. The remaining amount is transferred to the Service Provider’s designated payment account. (Separately, the Client pays a Trust & Support fee at funding; that fee is not deducted from the Service Provider’s payout.)
• No milestone payment will be released without Client approval, unless the Platform’s dispute resolution process results in a final determination in favor of the Service Provider.

Tax Responsibilities

Each Party is solely responsible for complying with all applicable tax laws, including reporting and paying any income, self-employment, employment, or sales and use taxes. Where required by U.S. tax law, BarnesNest will issue an IRS Form 1099-NEC to Service Providers who meet the applicable income reporting thresholds. It is the Service Provider’s responsibility to maintain accurate records and comply with all tax obligations.

5. Insurance

The Service Provider is strongly encouraged—and may be required under applicable law—to maintain appropriate insurance coverage while providing services through the Platform, which may include General Liability Insurance and, where others are engaged to assist, Workers’ Compensation Insurance as required by state law. Upon reasonable request, the Service Provider agrees to provide valid proof of coverage. BarnesNest acts solely as a technology platform and shall have no liability for any injury, loss, damage, claim, or expense arising out of services performed by the Service Provider or any third party they engage; all such risks rest solely with the Service Provider.

6. Sub-Contracting

The Service Provider may engage subcontractors to perform portions of a Project only with the prior consent of the Client through the Platform; subcontracting without such approval is strictly prohibited. Any subcontractor must be properly licensed, certified, or otherwise legally authorized. The Service Provider shall remain fully responsible for the conduct, performance, quality of work, and legal compliance of any subcontractor they engage, and any failure by a subcontractor shall be treated as a failure by the Service Provider.

7. Term and Termination

This Agreement commences on the Effective Date and remains in effect for an initial period of one (1) year, automatically renewing for successive one-year periods unless either Party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the then-current term.

BarnesNest may terminate this Agreement immediately upon written notice if the Service Provider:

• Commits a material breach of this Agreement;
• Engages in fraud, misrepresentation, or unlawful conduct;
• Fails to comply with applicable licensing, safety, or regulatory requirements;
• Repeatedly receives substantiated complaints from Clients;
• Attempts to circumvent the Platform or its payment systems; or
• Fails to perform services in a professional, timely, or workmanlike manner.

BarnesNest may also terminate at any time without cause on thirty (30) days’ prior written notice. The Service Provider may terminate at any time by written notice, provided there are no active or incomplete Projects. Upon termination, Platform access may be deactivated, funds held by the payment processor will be processed under existing milestone and dispute procedures, and all obligations accrued prior to termination (including payment and tax obligations) shall survive.

8. Dispute Resolution

The Parties agree to first attempt to resolve any dispute through informal, good-faith negotiations, making reasonable efforts to resolve the issue within fifteen (15) business days of written notice. If unresolved, the matter shall be submitted to final and binding arbitration in accordance with the Texas Civil Practice and Remedies Code §171, administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, in Dallas County, Texas. Each Party shall bear its own legal fees unless the arbitrator determines a prevailing Party and awards reasonable attorney’s fees and costs. The arbitrator’s decision shall be final, binding, and enforceable in any court of competent jurisdiction, and proceedings shall remain confidential.

9. Limitation of Liability

BarnesNest provides a technology platform that connects Clients and Service Providers and does not supervise, direct, or control the services performed. To the fullest extent permitted by law, BarnesNest’s total liability to the Service Provider shall not exceed the total platform fees actually paid by the Service Provider to BarnesNest in the twelve (12) months immediately preceding the event giving rise to the claim. In no event shall BarnesNest be liable for any indirect, incidental, special, consequential, or punitive damages, including loss of income, business opportunities, data, or reputational harm. These limitations reflect a reasonable and mutually agreed allocation of risk.

10. Governing Law and Venue

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Where legal action is permitted outside of arbitration, the exclusive venue shall be the state or federal courts located in Dallas County, Texas, and each Party irrevocably submits to the jurisdiction of such courts.

11. Miscellaneous

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements relating to its subject matter. If any provision is found invalid or unenforceable, the remaining provisions shall remain in full force and effect, with the invalid provision modified only to the extent necessary to make it enforceable. No waiver is effective unless made in writing and signed by the waiving Party. All notices shall be delivered by email to the addresses provided during registration, or to the principal place of business if delivered in person or by certified mail; each Party is responsible for keeping its contact information up to date.

12. Electronic Signature and Enforceability

This Agreement may be executed and accepted electronically. By clicking “I Agree,” checking a consent box, or using any other method of electronic acceptance, the Parties agree to be bound by this Agreement. This Agreement is legally valid and enforceable under the Texas Uniform Electronic Transactions Act (UETA), Tex. Bus. & Com. Code § 322.001 et seq.