Courier Agreement
THIS AGREEMENT, made as of
the date set forth below by and between Rapidoo ltd. (hereinafter
the "Company") and the undersigned individual (hereinafter "You"
or the "Contractor").
FOR VALUABLE
CONSIDERATION, the parties hereto agree as follows:
01 You are hereby engaged
by the Company as a non-exclusive independent contractor of the Company to
provide delivery services (the "Services"). You retain the
right to provide Services to other businesses and consumers at any time and You
will hold yourself out to the general public as a separately established
business. You may provide the Services by foot (“Foot Courier”), by
bicycle (“Bicycle Courier”) or by motor vehicle (“Vehicle Courier”),
subject to those Services being required in the Territory.
02 Either the Company or
You may terminate this Agreement at any time by providing 7 days' written
notice to the other, by email or other written communication. In the event of a
breach of the terms of this Agreement by a party, the non-breaching party may
terminate this Agreement by providing written notice to the breaching party.
This Agreement shall terminate without any further action on the part of the
Company or You if You do not provide any Services to the Company during any
consecutive six (6) month period.
03 You are not required to
perform any minimum level of Services, and You can provide the Services at such
times, and during such intervals, as You alone determine. You can refuse to
perform the Services at any time. You are not required to follow any suggested
routes, directions or otherwise in connection with Your performance of the
Services, provided that You comply with any code(s) of conduct (the "Code(s)
of Conduct") published by the Company for its independent contractors
from time to time.
04 You are not required to
provide the Services personally, and may, to the extent permitted by law and
subject to the terms of this Agreement, employ or engage employees or
contractors ("Personnel") to perform the Services. You are
solely responsible for the hiring, direction, control, management, supervision
and payment of any Personnel who provide the Services in connection with this
Agreement. If You use the services of Personnel to provide the Services, the
Personnel must agree to comply with the terms of this Agreement as if they were
You and such agreement must be in a form acceptable to the Company, evidence of
which will be furnished to the Company prior to the Personnel providing any
Services.
05 You acknowledge that You
are required to use your business judgment in providing the Services, and that,
based upon your exercise of Your own business judgment, and Your efficiency in
providing the Services in connection with this Agreement, You will experience a
potential range of business outcomes including the chance for profits and the
risk of losses.
06 You are solely
responsible for obtaining, using and maintaining all tools of the trade
(including but not limited to, a Vehicle if you provide the Services as a
Vehicle Courier, or a Bicycle if you provide Services as a Bicycle Courier,
smartphone and thermal grade food bag) required to perform the Services
pursuant to this Agreement.
07 No relationship of
principal to agent, master to servant, employer to employee or franchisor to
franchisee is established between the parties. You acknowledge and agree that
You are responsible for payment of all permits, licenses, insurance, health
benefits, workers compensation or insurance, disability benefits, employment
insurance and all taxes (including without limitation, foreign, federal, state,
provincial, county and local income taxes), or amounts in lieu thereof, and
interest thereon levied or based on amounts payable or paid to You by the
Company (excluding taxes on our net income) and You agree to indemnify the
Company fully in connection with any of the foregoing.
08 You represent and
warrant as follows:
09 At the request of the
Company, You agree to provide the Company with such
documents as they may reasonably require in order to demonstrate compliance
with those representations and warranties set forth in Section 8 above are true
and correct (the "Documents") prior to Your performing any
Services hereunder.
10 You must notify the
Company immediately (prior notice if possible) if for any reason You do not or
no longer satisfy any representation or warranty in Section 8, including (i) if any new Document is required, (ii) if any Documents
You provided expire or (iii) if any Documents are terminated or become invalid
(an "Expiry Event"). Upon the occurrence of any Expiry Event
(or prior if possible), You must promptly provide the Company with updated,
valid Documents. Failure to do so could lead to a prohibition on You providing
the Services until valid Documents are provided to the Company.
11
You will conscientiously perform the Services in connection with this Agreement
in a safe, efficient, skillful, workmanlike, professional and competent manner
in accordance with accepted industry standards, and in accordance with: (i) the Code(s) of Conduct, if any, and (ii) the terms of
use of the Company's products and services published on its website from time
to time (the "Terms of Use" https://rapidoo.ca/TermsOfService.html). It is also agreed by
the parties that, if there is any conflict between those obligations as set out
in the Terms of Use and those contained herein, the provisions which provide
the most protection to the business of the Company or its related entities at
such time shall govern.
12 You have provided Your
direct deposit information. The Company will pay You for the Services rendered
in accordance with the Terms of Use, as follows: payments will be remitted
Tuesday for the orders completed the previous week (note: please allow up to 3
business days for processing). Please note that all such payments are inclusive
of applicable sales, value-added or other taxes that may be applicable to the
performance and payment of the Services from time to time, and You are solely
responsible for the collection and/or remittance of such amounts.
13 During Your provision
of the Services, You may have access to confidential
information, including in respect of the Company, its related entities or third
parties ("Confidential Information"). You agree that while you
are an independent contractor of the Company and at all times thereafter, You
will not, without the prior written consent of the Company, except as required
by law or for You to obtain professional advice: a. reveal, disclose or make
known any Confidential Information to any person; or b. use the Confidential
Information for any purpose, other than for the purpose of providing the
Services in connection with this Agreement.
14 You may be provided
with and have access to personally identifying information pertaining to
consumers, restaurants and other merchants, and their employees and
representatives, or others through the Company's website or through other
means, including names, addresses, email addresses, and telephone numbers,
order information and other information about identifiable individuals ("Personal
Information"). You will not, under any circumstance, access or use any
Personal Information for any purpose other than the sole purpose of rendering
the Services in connection with this Agreement. You will at all times maintain
the strict confidentiality of Personal Information and will not reveal,
disclose or make known any Personal Information to any person. You will securely
destroy any and all Personal Information immediately after completing any
Service the Personal Information pertains to. You agree to comply with the
Company's privacy policy, available at https://rapidoo.ca/PrivacyPolicy.html,
as updated or amended by the Company from time to time.
15 You acknowledge that
the products and services made available by the Company from time to time and
all rights therein are and shall remain the Company's property or the property
of the Company's licensors. Neither this Agreement nor Your provision of the
Services convey or grant to You any rights: (i) in or
related to the products or services offered by the Company from time to time;
or (ii) to use or reference in any manner the Company's company names, logos,
product and service names, trademarks or services marks or those of the
Company's licensors ("Intellectual Property").
16 THE COMPANY MAKES NO
REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE COMPANY'S
PRODUCTS OR SERVICES TO WHICH YOUR PROVISION OF THE SERVICES RELATES. THE
COMPANY'S SERVICES AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND
OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC
COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY
FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. By entering into this
Agreement, You agree that You shall defend, indemnify and hold the Company, its
licensors and each such party's parent organizations, subsidiaries, affiliates,
officers, directors, members, employees, attorneys and agents harmless from and
against any and all claims, costs, damages, losses, liabilities and expenses (including
attorneys' fees and costs) arising out of or in connection with: (a) Your
violation or breach of any term of this Agreement or any applicable law or
regulation, including any local laws or ordinances, whether or not referenced
herein, or (b) Your ownership, use or operation of a motor vehicle or bicycle
in connection with the company's Software or Services made available from time
to time.
17 If there is any dispute
or controversy between (1) You or any of Your Personnel and (2) the Company or
any related entity, including any dispute or controversy arising out of or
relating to this Agreement, any Services, any interactions or transactions
between (1) You or any of Your Personnel and (2) the Company or any related
entity, or in respect of any legal relationship associated with or derived from
this Agreement, including this Agreement’s negotiation, validity, existence,
breach, termination, construction or application, or the rights, duties or
obligations of any party to this Agreement (each, a "Dispute"),
any party will serve any notice on the other party and each party must use good
faith efforts to resolve the Dispute informally.
18 If the Dispute is not
resolved after twenty (20) business days of a party serving notice on the other
party that there is a Dispute, the parties agree that the Dispute will be
finally resolved by confidential arbitration before a single arbitrator in
accordance with the Arbitration Rules of the ADR Institute of Canada, Inc. The
parties agree that the arbitration will be conducted by the parties on an ad
hoc basis and will not be administered by the ADR Institute of Canada, Inc.
19 If You are a resident
in the Province of Quebec, the seat of the arbitration will be Quebec or such
other location as agreed to by the parties acting reasonably. The language of
the arbitration will be either French or English, at your election.
20 If You are a resident
of a province other than Quebec, the seat of the arbitration will be Ontario or
such other location as agreed to by the parties acting reasonably. The language
of the arbitration will be English.
21 The Company will pay
the reasonable arbitration costs. There will be no appeals from any question of
fact or law, or any other issue.
22 The parties will
resolve any Dispute on an individual basis. Any claim you may have must be
brought individually, in Your individual capacity and not as a representative
plaintiff or class member, and you will not join such claim with claims of any
other person or entity, or bring, join or participate in a class action
lawsuit, collective or representative proceeding of any kind (existing or
future) against the Company or any related entity.
23 Nothing in this
Agreement will prohibit the Company from seeking interim measures from a court,
including preliminary or injunctive relief or in order to address any breach by
You of Sections 14 (personal information), 13 (confidential information) and 15
(Intellectual Property).
24 This Agreement will be
construed and interpreted in accordance with the laws of the Province of
Ontario.
25 Amendments will be
effective upon the Company posting the updated Agreement at this location. Your
continued provision of the Services after such posting constitutes your consent
to be bound by this Agreement, as amended.
26 This Agreement
represents the full and final understandings between the parties, and
supersedes any and all previous understandings, commitments, and agreements,
oral or written, pertaining to the Services. Without limiting the generality of
the foregoing, the parties agree that this Agreement replaces and supersedes
any previous agreement between You and us, and governs the legal relationship
and all legal issues between You and us, including but not limited to any
Dispute arising from or related to this Agreement or any previous agreement
between You and us.
27 This Agreement and the
rights granted hereunder shall not be assigned, encumbered by security interest
or otherwise transferred by You without the Company's prior written consent.
28 If, in any
jurisdiction, any covenant, provision or restriction contained in this
Agreement is found to be restricted, prohibited, void or unenforceable (in
whole or in part) by a court or decision maker (i.e. arbitrator) of competent
jurisdiction, it will be severable and will not affect or impair the validity
of any other covenants, provisions or restrictions contained herein, nor will
it affect the validity or enforceability of such covenants, provisions or
restrictions in any other jurisdiction or in regard to other circumstances. Any
covenants, provisions or restrictions found to be restricted, prohibited, void
or unenforceable are declared to be separate and distinct, and the remaining
covenants, provisions and restrictions will remain in full force and effect.
29 If You are delivering
alcohol, You must be of legal age to transport the
alcohol. You must ensure the customer has a valid government issued piece of
photo identification that is not expired and matches the customer. You must
never deliver alcohol to a customer that is visibly intoxicated.
YOU ACKNOWLEDGE THAT YOU
HAVE CAREFULLY READ THIS AGREEMENT AND UNDERSTAND AND AGREE TO BE BOUND BY AND
COMPLY WITH ALL OF ITS PROVISIONS. YOU ACKNOWLEDGE THAT YOU HAVE HAD REASONABLE
OPPORTUNITY TO REVIEW THIS AGREEMENT CONTAINING THE TERMS OF OUR AGREEMENT AND
HAVE HAD THE OPPORTUNITY TO CONSULT WITH INDEPENDENT LEGAL ADVISORS OF YOUR OWN
CHOICE BEFORE AGREEING.