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.
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.
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.