Courier Agreement

PLEASE READ THIS COURIER AGREEMENT (THE “AGREEMENT”) CAREFULLY. THIS WEBSITE AND ITS SUBDOMAINS (COLLECTIVELY, THE “WEBSITE”), THE PKUP MOBILE APPLICATION (“MOBILE APP,” AND TOGETHER WITH THE WEBSITE, THE “PLATFORM”), AND THE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE OR THE PLATFORM (COLLECTIVELY, THE “SERVICES”), ARE CONTROLLED BY PKUP LOGISTIC SOLUTIONS LIMITED (“PKUP”, “WE”, “US” OR “OUR”).THIS AGREEMENT ALONG WITH ALL SUPPLEMENTAL TERMS THAT MAY BE PRESENTED TO YOU FOR YOUR REVIEW AND ACCEPTANCE, GOVERNS YOUR ACCESS TO AND USE OF THE SERVICES AS A COURIER. BY CLICKING ON THE “I ACCEPT” BUTTON, COMPLETING THE REGISTRATION PROCESS, BROWSING THE WEBSITE, DOWNLOADING OR USING THE MOBILE APP, PERFORMING ANY DELIVERY SERVICES, OR OTHERWISE ACCESSING OR USING ANY OF THE SERVICES, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE AGREEMENT, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PKUP, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE AGREEMENT AS AN INDEPENDENT CONTRACTOR. THE TERM “YOU” REFERS TO YOU AS AN INDIVIDUAL COURIER. IF YOU DO NOT AGREE TO BE BOUND BY THE AGREEMENT, YOU MAY NOT ACCESS OR USE ANY OF THE SERVICES.PLEASE BE AWARE THAT SECTION 12 (DISCLAIMERS AND LIMITATIONS OF LIABILITY) OF THE AGREEMENT BELOW CONTAINS IMPORTANT DISCLAIMERS AND LIMITATIONS OF LIABILITY. IN ADDITION, SECTION 14 (DISPUTE RESOLUTION) CONTAINS PROVISIONS GOVERNING HOW ANY DISPUTES BETWEEN US WILL BE RESOLVED, INCLUDING AN ARBITRATION PROVISION WITH A 30-DAY OPT-OUT WINDOW.PLEASE BE AWARE THAT SECTION 2.4 (PKUP COMMUNICATIONS) OF THE AGREEMENT BELOW CONTAINS YOUR CONSENT TO RECEIVE COMMUNICATIONS FROM US, INCLUDING, AS APPLICABLE, VIA E-MAIL, TEXT MESSAGE, CALLS AND PUSH NOTIFICATION.THIS AGREEMENT CREATES AN INDEPENDENT CONTRACTOR RELATIONSHIP BETWEEN YOU AND PKUP. YOU ACKNOWLEDGE AND AGREE THAT YOU ARE NOT AN EMPLOYEE, AGENT, OR REPRESENTATIVE OF PKUP.

1. HOW THE SERVICES WORK

1.1. Description of the Services

Our Platform makes possible a connection between individuals and/or businesses (“Customers”) that want to arrange and schedule transportation and/or logistics services (“Delivery Services”) and independent third-party delivery, transportation, and/or logistics professionals seeking to perform such Delivery Services (“Couriers”). The performance of Delivery Services by a Courier, the time period in which these Delivery Services are or are to be performed by a Courier, as well as the vehicle type and item(s) of personal property and goods being picked up, carried, and/or delivered by a Courier, are collectively referred to as a “Delivery.”

1.2. Role of PKUP

PKUP provides the Platform through which delivery requests are communicated, tracked, and completed. PKUP sets service standards, safety requirements, and operational protocols that Couriers must follow when using the Platform. Each Delivery Service provided by you to a Customer shall constitute a separate agreement between you and such Customer. You acknowledge and agree that PKUP is not a party to any arrangement between you and Customer(s). It is up to you in your sole discretion to decide whether or not to offer Delivery Services to a Customer through the Services. We cannot and do not ensure that a Customer will complete an arranged Delivery. We have no control over the quality, timing, or legality of Delivery Services requested by Customers.

1.3. Deliveries

You will receive notification of Delivery requests (“Delivery Opportunities”) through the Platform, which will include at minimum: the pick-up address, the destination address, the estimated distance, the estimated Delivery Fee or Delivery Fee plus any applicable tips, the estimated time for the Delivery, and any known hazards or special requirements associated with the Delivery. Compensation components are described in PKUP’s Pay Model, which can be accessed [here] (the “Pay Model”). You may also receive additional information, including the items to be lifted, delivered or moved (“Items”), contact information, and the date and time of pick-up.

You may accept or decline any Delivery Opportunity in your sole discretion. Upon acceptance, you authorize PKUP to share your information with the Customer. YOU HAVE THE RIGHT TO REFUSE TO PERFORM ANY DELIVERY AND INQUIRE ABOUT THE CONTENTS OF THE DELIVERY PACKAGES, OR TO INTERCEPT, HOLD, OR RETURN ANY ITEMS, WHEN, AMONG OTHER REASONS, YOU, IN YOUR SOLE REASONABLE DISCRETION, DETERMINE THAT IT IS UNSAFE OR ECONOMICALLY OR OPERATIONALLY IMPRACTICABLE TO PERFORM THE DELIVERY, OR THAT THE SERVICE IS BEING USED IN VIOLATION OF FEDERAL, PROVINCIAL, OR MUNICIPAL LAW, OR FOR FRAUDULENT PURPOSES.

1.4. Independent Contractor Status

YOU ACKNOWLEDGE AND AGREE THAT:

1. You are an independent contractor and not an employee, agent, or representative of PKUP, and as such that you maintain sole control over:
   1. When you choose to log into the Platform and make yourself available for Delivery requests;
   2. Which Delivery requests you accept or decline, without any requirement to accept a minimum number;
   3. The geographic areas where you choose to perform Delivery Services;
   4. Your appearance and attire while performing Deliveries, subject to maintaining a professional appearance and demeanor;
   5. Your right to provide delivery or other services for PKUP’s competitors or any other parties, without restriction;
   6. The means and methods by which you complete accepted Deliveries, subject to meeting service standards and delivery timeframes and adherence to the PKUP Social Code; and vii. Your business expenses, equipment choices, and operational decisions.
2. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between you and PKUP;
3. You retain the right to provide delivery services to others, including competitors of PKUP;
4. You retain complete control over your schedule, the geographic areas in which you provide services, and whether to accept any particular Delivery request;
5. PKUP will not withhold any taxes from payments to you, and you are solely responsible for all tax obligations arising from your activities;
6. You are not eligible for any employee benefits from PKUP.

1.5. No Agency Relationship

Nothing contained in this Agreement shall be deemed or construed to create an agency relationship between you and PKUP. You acknowledge and agree that:

1. You have no authority to bind PKUP to any obligation or liability;
2. You may not make any representation, warranty, or commitment on behalf of PKUP;
3. You may not conduct any business in PKUP’s name or for PKUP’s account;
4. You are not authorized to incur any expenses, obligations, or liabilities on behalf of PKUP;
5. You may not represent to Customers, recipients, or any third parties that you are an agent, representative, or employee of PKUP; and
6. Any attempt to bind PKUP or act as its agent shall be void and may result in immediate termination of this Agreement and your Account.

1.6. Compliance with Applicable Legislation

1. Regardless of any other provisions in this Agreement, PKUP will comply with all applicable legislation. If you are entitled to protections under applicable legislation, you will receive those protections.
2. For clarity, if you are entitled to a prescribed minimum wage, additional fees, or protections under provincial legislation specifically targeting the gig economy and applicable to PKUP, PKUP will comply with the requirements outlined in such legislation (“Prescribed Legislation”).
3. As a courier providing services in any province with Prescribed Legislation, you will be entitled to the prescribed minimum wage and protections provided by the Prescribed Legislation.

1.7. Non-Exclusivity

1. You are not required to provide Delivery Services via the Platform.
2. You are free to provide your services to anyone else, including our competitors, at any time, including during active Deliveries.
3. Despite section 1.7(b), you are contractually obligated to use your business judgment to ensure that:
4. Delivery status is updated accurately; and ii. Deliveries are completed promptly, taking into account the nature of the Items ordered and the expected pick-up time and delivery time.

1.8. Delivery Route

1. You determine the route and method for completing a Delivery under this Agreement.
2. When you accept a Delivery Opportunity, the Platform may display a suggested route, but you are not required to follow this route. You may use your preferred navigation tools for completing Deliveries under this Agreement.
3. You agree to exercise reasonable judgment in selecting routes for Deliveries, taking into account factors such as traffic conditions, distance, Items, and delivery timelines. The route you choose must not result in a delivery time materially longer than the estimated time based on the route suggested by the Platform.

1.9. Algorithmic Matching

When you are logged into the Platform and marked as active, you may automatically be matched with Delivery Opportunities using predefined algorithmic factors.

2. USE OF THE SERVICES

The Services, and the information and content available on them, are protected by applicable intellectual property laws. Subject to the Agreement, PKUP grants you a limited licence to access and use the Services solely for the purpose of receiving Delivery requests and performing Delivery Services. Unless subject to a separate licence between you and PKUP, your right to use any and all Services is subject to the Agreement.

2.1. Mobile App License

Subject to your compliance with the Agreement, PKUP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to download, install and use a copy of the Mobile App on a single mobile device that you own or control and to run such copy of the Mobile App solely for your performance of Delivery Services. Furthermore, with respect to any Mobile App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you will only use such App Store Sourced Application (a) on an Apple-branded product that runs i OS (Apple’s proprietary operating system) and (b) as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. Notwithstanding the first sentence in this section, with respect to any Mobile App accessed through or downloaded from the Google Play store (a “Google Play Sourced Application”), you may have additional licence rights with respect to use of such Google Play Sourced Application on a shared basis within your designated family group.

2.2. App Licence and Technology Restrictions

You understand that the Services are evolving. As a result, PKUP may require you to accept updates to the Services that you have installed on your computer and/or mobile device. You acknowledge and agree that PKUP may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.

1. PKUP grants you a non-exclusive, non-transferable, non-sublicensable, revocable licence for the term of this Agreement to use the Mobile App and Platform solely for providing Delivery Services, subject to this Agreement.
2. You agree that you will not:
   1. Licence, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit any of the Services;
   2. Frame or utilize framing techniques to enclose any trademark, logo, or other parts of the Services (including images, text, page layout or form);
   3. Use any metatags or other “hidden text” using PKUP’s name or trademarks;
   4. Reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or Services;
   5. Use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Services;
   6. Copy, reproduce, distribute, republish, download, display, post or transmit any part of the Services except as expressly stated herein;
   7. Attempt to engage in or engage in any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network;
   8. Remove or destroy any copyright notices or other proprietary markings contained on or in the Services;
   9. Use any unauthorized third-party software or applications that interfere with the technical functioning of the Platform or any of PKUP’s systems; or x. Use the Platform to develop a competing service or product or access the Platform to build a similar or competitive service.
3. Any breach of this section 2.2 may result in suspension or revocation of your access to the Platform.
4. Any future release, update or other addition to the Services shall be subject to this Agreement. PKUP, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Service terminates the licences granted by PKUP pursuant to the Agreement.

2.3. Updates

You understand that the Services are evolving. As a result, PKUP may require you to accept updates to the Services that you have installed on your computer and/or mobile device. You acknowledge and agree that PKUP may update the Services with or without notifying you. You may need to update third-party software from time to time in order to use the Services.

2.4 PKUP Communications

1. Essential Communications. By entering into this Agreement or using the Services, you agree to receive essential communications from us, including communications related to the operation of the Services, your Account, Delivery Opportunities and notifications, security alerts, and updates to this Agreement or other agreements between us. These essential communications are necessary for the functioning of the Services and cannot be opted out of while your Account remains active. Communications may be delivered via e-mail, text message, calls, push notifications, or in-app messages. You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems. Standard text messaging charges applied by your cell phone carrier will apply to text messages that we send.
2. Promotional Communications. We may also send you promotional communications, including information concerning promotions run by us or our third-party partners, news concerning PKUP and industry developments, and communications from our affiliated companies. You may opt out of promotional communications at any time without affecting your access to the Services, as follows:
   1. Promotional Emails: You can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself.
   2. Promotional Calls or Texts: You may text “END” to the phone number that sent you the text or call from the mobile device receiving the messages.
3. Opting Out of All Communications. If you wish to opt out of all texts or calls from us (including essential operational texts or calls), you can text the word “STOP” to the phone number that sent you the text or call from the mobile device receiving the messages. However, you acknowledge that opting out of all communications may impact your use of the Services.

3. MEMBERSHIP AND REGISTRATION

3.1. Registering Your Account

In order to access the Services as a Courier, you will be required to register an account with PKUP through the Services (“Account”).

3.2. Registration Data

In registering an Account, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; (ii) holder of a valid driver’s licence; and (iii) not a person barred from using the Services under the laws of Canada, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You agree that you shall monitor your Account to prevent use by any other persons, and you will accept full responsibility for any such unauthorized use. You may not share your Account login or password with anyone, and you agree to (y) notify PKUP immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or PKUP has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, PKUP has the right to suspend or terminate your Account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree that you shall not have more than one Account at any given time. PKUP reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by PKUP, or if you have been previously banned from any of the Services.

3.3. Your Account

PKUP owns the Platform infrastructure, including the Account interface and associated technology. You retain ownership of your personal data in accordance with the Privacy Policy. You acknowledge and agree that all rights in and to the Account interface and platform infrastructure are and shall remain owned by PKUP..

3.4. Eligibility

As a condition of accessing the Services, you represent and warrant that:

1. You are at least nineteen (19) years of age;
2. You have valid legal authorization to work in Canada; and
3. You are solely responsible for complying with any applicable conditions related to your work authorization.

3.5. Background Checks and Screening

As a condition of initial and continued access to the Services, you acknowledge and agree that PKUP may, at its discretion, require you to provide written consent and authorization to perform background checks, which may include a criminal record check, a driving record check, and identity verification.  You further acknowledge and agree that:

1. The purpose of background checks is to support the safety of Platform users;
2. A criminal record that is unrelated to the provision of Delivery Services shall not be the sole grounds for denial or revocation of access to the Services;
3. You have the right to dispute the accuracy of any background check results and request correction of inaccurate information;
4. Failure to consent to a required background check will result in denial or termination of your Account;
5. You will promptly notify PKUP of any criminal charges or convictions;
6. PKUP reserves the right to deny or revoke access to the Services based on the results of any background check, in accordance with applicable law and subject to sections 3.5(b) and 3.5(c); and
7. All background checks will be conducted by third-party service providers in compliance with applicable privacy and human rights legislation.

3.6. Verification Requirements

As a condition of using the Services as a Courier, you agree to provide and maintain:

1. Valid driver’s licence;
2. Valid vehicle registration;
3. Proof of vehicle insurance meeting the requirements in section 9; and
4. Any other documentation reasonably requested by PKUP.

3.7. Safety Training

As a condition of initial and continued access to the Services, you acknowledge and agree that you must complete any safety training that PKUP determines is required by federal, provincial, or municipal law for the performance of Delivery Services, or otherwise determines is necessary and makes available to you.

3.8. Hours of Service Limitation

To ensure safety and compliance with best practices, you agree that:

1. You will not perform Delivery Services, or Delivery Services together with any other driving services, for more than twelve (12) hours in any twenty-four (24) hour period;
2. After performing Delivery Services for twelve (12) hours, or Delivery Services together with any other driving services, you will take a rest period of at least six (6) consecutive hours during which you will not log into the Platform or perform any Delivery Services;
3. You are solely responsible for tracking your hours of service across all platforms and delivery services you may use;
4. PKUP may implement technological measures to monitor compliance with these limitations and may automatically log you out of the Platform to enforce rest periods;
5. Violation of these hours of service limitations may result in suspension or termination of your Account; and
6. These limitations are for safety purposes and do not create an employment relationship or give PKUP control over your work schedule

4. Content and Feedback

4.1. Responsibility for Content

You acknowledge that all textual, audio, and/or visual content and information and other materials accessible through the Services (collectively, “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not PKUP, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available through the Services, including, without limitation, any profile information, vehicle information, availability preferences, and any delivery documentation (“Your Content”).

4.2. Content Licence

You grant PKUP a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive and fully sublicensable right (including any moral rights) and licence to use, licence, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) solely for the purposes of operating, providing, improving, and promoting the Services. For clarity, this licence does not extend to purposes unrelated to the operation and provision of the Services.

4.3. Feedback

Any suggestions, ideas, or recommendations that you voluntarily submit to PKUP through its suggestion, feedback, forum, or similar pages or channels (“Feedback”) shall become PKUP’s exclusive property. PKUP shall have the unrestricted right to use, disclose, reproduce, licence, distribute, and otherwise exploit Feedback without any obligation, compensation, or credit to you. You hereby irrevocably assign all rights in Feedback to PKUP and waive any moral rights therein. For clarity, this section applies only to voluntarily submitted suggestions and ideas, and does not apply to all communications between you and PKUP (such as support requests, operational messages, or dispute correspondence).

5. OWNERSHIP

5.1. Services

Except with respect to Your Content, you agree that PKUP and its suppliers own all rights, title and interest in the Services. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying any Services. PKUP’s name and all related stylizations, graphics, logos, service marks and trade names used on or in connection with any Services are the trademarks of PKUP and may not be used without permission in connection with your, or any third-party, products or services. Third-party trademarks, service marks and trade names that may appear on or in the Services are the property of their respective owners.

5.2. PKUP Marks

1. Subject to your compliance with this Agreement, PKUP grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence during the term of this Agreement to use PKUP’s trademarks, service marks, logos, and trade names (collectively, “PKUP Marks”) solely:
   1. As automatically displayed within the Platform or Mobile App;
   2. On any PKUP-approved materials or items provided by PKUP; and iii. As specifically authorized in writing by PKUP.
2. You may not:
   1. Modify, alter, or create derivative works of any PKUP Marks;
   2. Use PKUP Marks in any manner that suggests PKUP’s endorsement of any product or service;
   3. Display PKUP Marks on your vehicle or clothing unless specifically authorized under this Agreement (see section 8.5);
   4. Register or attempt to register any marks confusingly similar to PKUP Marks; or v. Challenge PKUP’s ownership of the PKUP Marks.
3. All goodwill arising from your use of PKUP Marks inures exclusively to PKUP’s benefit.

5.3. Platform Technology

The Services and all content contained therein are owned or licensed by PKUP and protected by copyright, trademark, trade secret, and other intellectual property laws. PKUP expressly reserves all rights in the Services and all materials provided by PKUP in connection with this Agreement that are not specifically granted to you. You acknowledge that all right, title and interest in the Services and any update, adaptation, translation, customization or derivative work thereof, and all intellectual property rights therein will remain with PKUP (or third-party suppliers or licensors, if applicable). You acknowledge that the Platform contains proprietary algorithms, processes, and methods that constitute PKUP’s confidential information and trade secrets.

5.4. Third-Party Intellectual Property

You acknowledge that the Services may contain or provide access to third-party intellectual property. You agree to respect all third-party intellectual property rights and not to use any such property except as expressly authorized by the applicable owner.

6. COURIER CONDUCT

6.1. Professional Standards

As a condition of use, you agree not to use any of the Services for any purpose that is prohibited by this Agreement or by applicable laws and regulations. You shall not (and shall not permit or assist any third party) take any action on or through the Services that: (i) infringes, misappropriates or otherwise violates any intellectual property right, right of publicity, right of privacy or other right of any person or entity; (ii) is unlawful (including, without limitation, for fraudulent purposes, for promoting or encouraging any illegal activity, for committing or assisting in the commission of a crime, or for the transport of unlawful or hazardous materials), aggressive, confrontational, intimidating, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) impersonates any person or entity, including any Customer or any employee or representative of PKUP; (iv) interferes with or attempts to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Agreement; or (v) discriminates against someone based on traits such as age, colour, disability, gender identity, marital status, national origin, race, religion, sex, or sexual orientation.

You agree to review and abide by PKUP’s Social Code, available at https://pkupcanada.ca/social-code/, which sets forth our community standards for respectful and professional interactions. The Social Code includes our policies on non-discrimination, anti-harassment, and professional conduct. Failure to comply with the Social Code may result in immediate suspension or termination of your Account.

You will not contact any Customer directly or outside of the Platform except as necessary to complete an accepted Delivery. You shall not solicit Customers to engage your services outside of the Platform.

It is your duty and obligation to know and comply with all applicable federal, provincial and municipal laws relating to the operation of your vehicle, the performance of Delivery Services, and the transportation of Items, including without limitation those laws governing the transportation of items within a province and between provinces, prohibiting the transportation or shipment of certain items both within a province and between provinces, restricting the amounts of certain items that can be shipped, and age restrictions. You have the sole responsibility to ensure you are properly equipped to transport Items safely and in compliance with all applicable laws. In certain instances, you may be required to verify recipient identity or age, and you agree to comply with such requirements.

While performing Deliveries, you agree to:

1. Maintain a professional appearance and demeanor;
2. Treat all Customers, recipients, and third parties with courtesy and respect;
3. Communicate clearly and professionally;
4. Protect the confidentiality of Customer information;
5. Handle all Items with reasonable care; and
6. Report any incidents, accidents, or issues promptly to PKUP.
7. Operate your vehicle safely and in compliance with all applicable traffic laws; and          
8. Follow any special handling instructions provided through the Platform for specific Deliveries.   

6.2. Substance Use and Impairment

You must not perform Delivery Services, or operate any vehicle in connection with Delivery Services, while impaired by alcohol, cannabis, illegal drugs, prescription medication, or any other substance that may affect your ability to safely perform Deliveries. Performing Delivery Services while impaired constitutes serious misconduct under this Agreement and may result in immediate suspension under section 15.5(c) and termination under section 15.3.

6.3. Accessibility

Couriers should accommodate reasonable accessibility requests from Customers. This section does not conflict with, and is subject to, all other terms of this Agreement.

6.4. Dress Code

You are not required to dress in any particular manner while performing Deliveries, and you are not required to wear PKUP-branded items. Vehicle signage requirements under section 8.5 are separate and do not require you to wear any branded clothing or accessories.

7. FEES AND COMPENSATION

7.1. Compensation

1. PKUP shall compensate you for each completed Delivery through the Platform at a piece rate per delivery or in compliance with Prescribed Legislation, whichever amount is greater (“Delivery Fee”). Your compensation will be calculated in accordance with the Pay Model, which forms part of this Agreement.
2. At the time of receiving a Delivery Opportunity and before accepting it, you will be shown the estimated Delivery Fee or Delivery Fee plus any applicable tips.
3. PKUP reserves the right to change the rates for payment components at any time by updating the Pay Model, and PKUP will provide you with notice of the changes in advance of your accepting a Delivery Opportunity through the Platform.
4. PKUP does not pay compensation by salary or by an hourly rate, except to the extent required by Prescribed Legislation.
5. You understand and agree that if you are dissatisfied with the Delivery Fee for a particular Delivery Opportunity, you may decline the Delivery Opportunity or contact PKUP to negotiate an adjustment. PKUP will consider any such request in good faith, but shall not be obligated to remit payment other than as set forth in the Pay Model

7.2. Tips

1. Customers have the option to provide tips through the Platform. PKUP will transfer these tips to you in full. PKUP will not retain for itself any amount of tip or gratuity given by a Customer.
2. Customers may also choose to give you cash tips upon delivery at their discretion. You are not required to inform PKUP of cash tips.

7.3. Incentive Fee Offers

1. PKUP may, at its sole discretion, offer discretionary incentive offers to you under special circumstances as determined by PKUP (“Incentive Fee Offers”). If offered, PKUP will communicate the Incentive Fee Offers to you along with the conditions and criteria for eligibility.
2. You are under no obligation to accept or participate in any Incentive Fee Offer. Non-participation in an Incentive Fee Offer will not affect your ability to offer your Delivery Services on the Platform.
3. If you opt to participate in an Incentive Fee Offer, the amount payable will be reflected in your earnings statement

7.4. Service Fees

PKUP charges a Service Fee for use of the Platform, as described in the Pay Model. The Service Fee will be deducted from the gross amount paid by Customers. The current Service Fee structure is set out in the Pay Model and may be modified by PKUP from time to time by updating the Pay Model.

7.5. Payment Processing

1. Payment for your services will be processed bi-weekly or as otherwise specified by PKUP. You must provide accurate direct deposit information and are responsible for any bank fees. PKUP uses third-party service providers for payment services (each, a “Payment Processor”). By using the Services, you agree to be bound by such Payment Processors’ terms and conditions, including any charges incurred and charged by the Payment Processor, and hereby consent and authorize PKUP and such Payment Processors to share any information and payment instructions necessary to complete transactions.
2. PKUP may offer a fast access payment option (“FastPay”) that allows you to access your earnings on a more frequent basis than the standard payment schedule, provided you meet any applicable minimum threshold. If you elect to use FastPay, you acknowledge that a processing fee as described in the Pay Model may apply.

7.6. Taxes

1. You acknowledge and agree that as an independent contractor, you are solely responsible for all tax obligations arising from your provision of Delivery Services, including but not limited to income tax, GST/HST, and any other applicable taxes. PKUP will not make any deductions at source, including but not limited to Income Tax, Employment Insurance (EI), Canada Pension Plan (CPP), or any other statutory deductions, from payments made to you under this Agreement.
2. Upon providing proof of Sales Tax registration and any other required documentation to PKUP, PKUP will pay you the applicable Sales Tax on your Delivery Fee.
3. If PKUP determines it has a legal obligation to collect any taxes from you, PKUP may collect such taxes in addition to its Service Fees. You will indemnify PKUP for any liability or expense PKUP may incur in connection with your tax obligations. For purposes of this section, “Sales Tax” shall mean any sales or use tax, goods and services tax, provincial sales tax, harmonized sales tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
4. Notwithstanding anything to the contrary, PKUP reserves the right to withhold any fees or payments due to you to comply with any applicable garnishment order, court order, or legal obligation imposed on PKUP.

7.7. Deductions and Fee Adjustments

1. PKUP will only make deductions from your compensation in the following circumstances:
   1. Statutory Deductions: Deductions required by statute, including tax withholdings, Canada Pension Plan contributions, and Employment Insurance premiums, where applicable by law;
   2. Authorized Deductions: Deductions that you have authorized in writing for a specific amount and specific purpose; and
   3. Court-Ordered Deductions: Deductions authorized by court order or other legal process.

• All deductions will be itemized on your pay statements.

2. Fee Adjustments. Subject to the requirements of Prescribed Legislation, PKUP reserves the right to adjust the fees paid or payable to you for each Delivery in the event of any of the following: (i) a Customer dispute regarding the Delivery; (ii) an undelivered order where you failed to follow return procedures; (iii) a violation of this Agreement; (iv) fraud or misconduct; or (v) a garnishment or court order. Upon determination that grounds for a Fee Adjustment exist, PKUP may deduct the adjusted amount from current or future payments to you or request repayment within a specified timeframe.
3. Disputed Deductions and Fee Adjustments. If you dispute any deduction or Fee Adjustment made from your compensation, you may submit a written appeal to PKUP at legal@pkupcanada.ca within thirty (30) days of the deduction or Fee Adjustment. PKUP will review your appeal and provide a written response within fifteen (15) business days. If PKUP determines that a deduction or Fee Adjustment was made in error, the amount will be promptly restored to your next payment.

7.8. Undeliverable and Cancelled Orders

1. If PKUP cancels a Delivery Opportunity due to the Customer or store cancelling the order, or for any other reason unrelated to your act or omission, PKUP will factor in the time spent up to the point of cancellation when calculating your Delivery Fee.
2. If a Delivery Opportunity cannot be completed due to reasons beyond your control (such as an incorrect address, inability to confirm age for Age Restricted Items, or recipient unavailability), PKUP will factor in the time spent up to the point of cancellation when calculating your Delivery Fee.
3. Subject to the requirements of Prescribed Legislation, PKUP may, acting reasonably, exclude time spent under the following circumstances when calculating the Delivery Fee: (i) a Delivery Opportunity is cancelled because you did not proceed to the pickup location within the reasonably designated timeframe after accepting the Delivery Opportunity; (ii) you requested cancellation of the order before reaching the pickup location; (iii) you were not actively engaged in providing Delivery Services.

7.9. Equipment and Expenses

1. You are solely responsible for supplying and maintaining all tools and equipment necessary to perform the Delivery Services, including but not limited to thermal bags, a mobile phone with data, a vehicle, and any associated expenses.
2. Unless required under applicable legislation, PKUP will not reimburse you for costs associated with providing tools of the trade.

8. DELIVERY TERMS

8.1. Package Information

Only properly prepared packages will be accepted by you. Packages that are open, broken, damaged, leaking, unsafe, or unable to withstand delivery may be refused. You have the right and obligation to verify that packages match the size/weight category selected by the Customer and to report any discrepancies.

8.2. Package Size/Weight Categories

• Small-Light: Largest dimension ≤ 20 in (50 cm), weight ≤ 25 lbs (11 kg).
• Small-Heavy: Largest dimension ≤ 20 in (50 cm), weight 25–50 lbs (11–22.6 kg). Max weight 50 lbs (22.6 kg).
• Medium-Light: Largest dimension 20–48 in (50–122 cm), weight ≤ 25 lbs (11 kg).
• Medium-Heavy: Largest dimension 20–48 in (50–122 cm), weight 25–50 lbs (11–22.6 kg). Max weight 50 lbs (22.6 kg).
• Large-Light: Largest dimension 48–96 in (122–243 cm), weight ≤ 25 lbs (11 kg).
• Large-Heavy: Largest dimension 48–96 in (122–243 cm), weight 25–55 lbs (11–25 kg). Max capacity 55 lbs; additional capacity available upon request.

The maximum package dimensions accepted are 96 x 48 x 36 in. You must accurately represent your vehicle’s capacity when registering and only accept Deliveries within that capacity.

8.3. Prohibited Items

You agree not to knowingly transport:

1. Persons as passengers in connection with any Delivery, including but not limited to Customers;
2. Illegal substances or contraband;
3. Weapons or ammunition;
4. Hazardous materials as set out in the Transportation of Dangerous Goods Act, 1992, SC 1992, c 34 and the Transport of Dangerous Goods Act, RSBC 1996, c 458 and the regulations thereunder, without proper certification, including:
   • Explosives: including explosives within the meaning of the Explosives Act;
   • Gases: compressed, deeply refrigerated, liquefied or dissolved under pressure;
   • Flammable and combustible liquids;
   • Flammable solids; substances liable to spontaneous combustion and substances that on contact with water emit flammable gases;
   • Oxidizing substances; organic peroxides;
   • Poisonous (toxic) and infectious substances;
   • Radioactive materials and prescribed substances within the meaning of the Nuclear Safety and Control Act (Canada);
   • Corrosives;
   • Miscellaneous products, substances or organisms considered by the Lieutenant Governor in Council or Governor in Council to be dangerous to life, health, property or the environment when handled, offered for transport or transported;
5. Live animals;
6. Human remains or body parts;
7. Cash, currency, or negotiable instruments;
8. Items prohibited by applicable law; or
9. Items requiring special licences without verification

8.4. Vehicle Requirements

You represent and warrant that any vehicle used for Deliveries:

1. Is properly registered and licensed for commercial use;
2. Is maintained in safe operating condition;
3. Has adequate capacity for the package categories you accept;
4. Is covered by insurance as required in section 9; and
5. Meets all legal requirements for commercial transportation.

8.5. Vehicle Signage

As a condition of the brand licence granted under this Agreement, you agree to display PKUP branding on your delivery vehicle while performing Delivery Services, in the manner specified by PKUP. PKUP may provide you with removable non-marking signage to affix to the exterior or interior of your vehicle identifying you as a Courier providing Delivery Services for PKUP, at PKUP’s cost (a “PKUP Sign”). In the event that PKUP provides you with a PKUP Sign, you agree to affix the PKUP Sign to your vehicle in the intended manner as described by PKUP at all times that you are providing Delivery Services, beginning prior to arriving at the pickup location and ending after you have left the delivery location.

8.6. Pickup Requirements

You agree to arrive at pickup locations within the specified timeframe. If packages are not ready at the time of your arrival, you may be eligible for wait time compensation as set out in the Pay Model. If wait time exceeds 20 minutes following the time of your arrival, you agree to immediately contact PKUP via telephone at the phone number set out in section 17.10 of this Agreement and determine the best course of action prior to cancelling the Delivery.

8.7. Delivery Completion

Deliveries are complete when Items are delivered to the specified address and proof of delivery is obtained (photo, signature, or as specified). You must upload proof of delivery immediately upon completion.

8.8. Unsuccessful Deliveries

If you cannot complete a Delivery due to factors beyond your control (incorrect address, recipient unavailable for required signature, unsafe conditions), you must attempt to contact the Customer and follow return procedures as specified in the Platform.

8.9. Age-Restricted Deliveries

When accepting Deliveries containing age-restricted items such as alcohol, cannabis, tobacco products, or certain medications, you must comply with all applicable federal, provincial, and municipal laws regarding the sale and delivery of such items. You acknowledge and agree that:

1. Verification Requirements: You must verify the recipient’s age and identity before completing any delivery of age-restricted items by:
   1. Examining valid government-issued photo identification (driver’s licence or passport);
   2. Confirming the recipient meets the minimum age requirement for the specific product;
   3. Verifying that the person receiving the delivery matches the identification presented;
   4. Confirming the delivery is being made to the authorized recipient at the correct address; and
   5. Using any verification technology provided through the Platform to record the verification.
2. Delivery Restrictions: You must NOT complete delivery of age-restricted items if:
   1. Valid identification cannot be produced;
   2. The recipient appears intoxicated, impaired, or otherwise unfit to receive the items;
   3. The identification appears fraudulent, altered, or expired;
   4. The recipient is not the person named on the order or an authorized recipient; or
   5. You have any reasonable doubt about the recipient’s age or identity.
3. No Unattended Delivery: Age-restricted items must NEVER be left unattended. Such items must be delivered directly to a person of legal age who can provide valid identification.
4. Return Procedures: If you cannot complete delivery of age-restricted items for any reason listed above, you must:
   1. Retain possession of the items;
   2. Document the reason for non-delivery in the Platform;
   3. Return the items to the original pickup location or as otherwise directed; and
   4. Not consume, distribute, or otherwise dispose of the items.
5. Legal Compliance: You are solely responsible for knowing and complying with all laws regarding age-restricted deliveries in each jurisdiction where you operate. This includes but is not limited to minimum age requirements, hours of service restrictions, and any special licensing requirements. Violation of any such laws may result in immediate termination of your Account and personal legal liability.
6. Liability: You acknowledge that delivering age-restricted items to underage or impaired persons may result in criminal charges, regulatory penalties, and civil liability. You agree to indemnify and hold harmless PKUP from any claims, penalties, or liabilities arising from your failure to properly verify age or comply with applicable laws regarding age-restricted deliveries.

8.10. Regulated Items

1. You have the option to view the Items before deciding whether to accept or decline a Delivery Opportunity. You are not obligated to accept Delivery Opportunities that include regulated items (“Regulated Items”). You may elect via the Platform or by contacting PKUP not to receive any Delivery Opportunities for orders that contain Regulated Items.
2. If you choose to accept Delivery Opportunities with Regulated Items, you agree to comply with all applicable federal, provincial, and municipal laws, regulations, and licensing requirements pertaining to the delivery of Regulated Items.
3. You agree to promptly notify PKUP of any circumstances preventing the successful delivery of Regulated Items and follow established procedures for returning such items to the store or vendor (“Store”).
4. PKUP may temporarily stop sending you Delivery Opportunities if you have an undelivered Regulated Item. Delivery Opportunities will resume once you return the Regulated Item to the Store.
5. Vendors may request you to provide a copy of the required delivery certification, if mandated by your province. Failure to provide a certificate that matches the identification of the individual picking up the order may result in the loss of eligibility to perform regulated item deliveries.
6. If a Delivery involving a Regulated Item cannot be completed, you must return the Regulated Item to the Store.

8.11. Helpers and Substitutes

This Agreement is a contract for personal service by one identified Courier. You may not assign, delegate, or subcontract your obligations under this Agreement to any other person. Subject to applicable law, you may engage helpers to assist with Deliveries under the following conditions:

1. Helpers: You may be accompanied by a helper (“Delivery Helper”) who assists with loading, unloading, or carrying Items, provided that:
   1. The Delivery Helper remains under your direct supervision at all times;
   2. You remain present throughout the entire Delivery;
   3. The Delivery Helper is essential to completing the Delivery safely; and
   4. You ensure the Delivery Helper complies with all applicable terms and professional standards.
2. Liability: You are solely responsible and liable for:
   1. All acts and omissions of any Delivery Helper;
   2. Any claims, damages, or liabilities arising from the acts or omissions of your Delivery Helpers;
   3. Ensuring that your commercial liability insurance covers all actions and omissions of your Delivery Helper;
   4. Ensuring compliance with all applicable employment, tax, and insurance laws in respect of your Delivery Helper; and
   5. Properly training and supervising all Delivery Helpers.
3. Restrictions: PKUP reserves the right to prohibit the use of Delivery Helpers for specific types of Deliveries or in specific circumstances

8.12. Package Acceptance and Loading Responsibilities

You are solely responsible for inspecting and verifying all packages before accepting them for transport. By accepting a package for Delivery, you acknowledge and agree that:

1. You have inspected the package and confirmed it does not contain any Prohibited Items;
2. The package is properly packaged and suitable for safe transport;
3. The package fits within the size/weight category selected by the Customer;
4. The package can be safely loaded and secured in your vehicle; and
5. You have properly secured the package to prevent movement or damage during transport.

YOU ACKNOWLEDGE THAT YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER A PACKAGE IS SUITABLE FOR TRANSPORT. PKUP HAS NO RESPONSIBILITY FOR INSPECTING PACKAGES AND MAKES NO REPRESENTATIONS REGARDING THE CONTENTS, CONDITION, OR SUITABILITY OF ANY PACKAGE FOR TRANSPORT.

8.13. Liability for Package Damage

You are fully liable for any loss of or damage to packages that occurs while in your possession, from the time of pickup until successful delivery or return to the Customer. This includes but is not limited to damage caused by:

1. Improper loading or securing of packages;
2. Inadequate protection from weather or environmental conditions;
3. Vehicle accidents or incidents;
4. Theft due to leaving packages unattended; or
5. Any other acts or omissions during the performance of Delivery Services.

You acknowledge and agree that your commercial insurance must include coverage for goods in transit with limits adequate to cover the full value of any packages you accept for Delivery. You agree to pursue any claims for package damage through your insurance first and shall not seek recovery from PKUP except to the extent PKUP may be directly responsible for such damage.

8.14. Liability for Property Damage

You are fully liable for any damage to property that occurs during the performance of Delivery Services, including but not limited to:

1. Damage to Customer property during pickup or delivery;
2. Damage to recipient property during delivery;
3. Damage to third-party property, including but not limited to buildings, vehicles, landscaping, or personal property; and
4. Damage occurring at loading docks, driveways, or any other locations accessed during Delivery Services.

You acknowledge that such liability includes damage caused by your vehicle, equipment, or actions while performing Delivery Services. Your insurance must include commercial general liability coverage sufficient to cover such property damage claims.

8.15. Business Licensing Requirements

You are solely responsible for obtaining and maintaining all business licences, permits, and registrations required by federal, provincial, and municipal law for the operation of a delivery service business. This includes but is not limited to:

1. Municipal business licences required in each jurisdiction where you perform Delivery Services;
2. Any special permits required for commercial vehicle operation;
3. Registration for GST/HST collection if required; and
4. Any industry-specific licences or certifications.

You acknowledge that requirements vary by municipality and it is your sole responsibility to research and comply with all applicable requirements. Failure to maintain required licences may result in immediate suspension or termination of your Account. You agree to provide proof of any required licences upon request by PKUP.

9. INSURANCE REQUIREMENTS

9.1. Required Coverage

As a condition of using the Services, you must maintain at all times:

1. Valid vehicle insurance with adequate commercial coverage in respect of liability discussed in sections 8.13 to 8.15, above;
2. Minimum liability coverage of $2,000,000;
3. Any additional coverage required by applicable law.

PKUP will not provide or subsidize supplemental insurance coverage. You are solely responsible for obtaining and maintaining all required insurance at your own expense. You should confirm with your insurance provider that your policy includes an appropriate endorsement or rider permitting commercial delivery use of your vehicle, as standard personal auto insurance policies may not cover commercial delivery activities.

9.2. Proof of Insurance

You must, upon request, provide proof of insurance before performing any Deliveries and update such proof upon renewal or change. Failure to maintain required insurance will result in immediate suspension of your Account.

9.3. Primary Coverage

Your insurance shall be primary and any insurance maintained by PKUP shall be excess and non-contributory. You agree to pursue any claims through your insurance first.

10. Data Processing and Personal Information

1. You agree not to record any personal information or photos outside of the PKUP Mobile App. For further details regarding the collection, use, and handling of personal information, please refer to the PKUP Privacy Policy.
2. You may only process personal information obtained in connection with the Delivery Services for the limited purpose of providing the Delivery Services. You shall comply with applicable privacy laws and provide the level of privacy protection for personal information as is required by those laws.
3. You shall not transfer any personal information obtained in connection with the Delivery Services outside of Canada.
4. You shall follow any instructions PKUP gives you in respect of your processing of personal information under this Agreement, including but not limited to deleting or returning personal information upon PKUP’s request.
5. You shall not contact Customers except via the Platform or any masked telephone number, hardware, or software provided by PKUP to you.
6. You shall immediately notify PKUP upon becoming aware of any actual or possible breach of this section 10 or any unauthorized access to, or disclosure of, personal information.
7. You will indemnify PKUP for any loss, damage, dispute, or third-party claim incurred by PKUP as a result of your breach of this section 10.

11. Confidentiality

1. During your performance of Delivery Services or under this Agreement, you may have access to confidential information, including in respect of PKUP and its related entities or other third parties. Confidential information includes, but is not limited to, PKUP data, Store information, Customer information (name, address, contact information, pictures, etc.), Items, and other information which is designated as confidential or should reasonably be understood to be confidential given the nature of the information and the circumstances surrounding its disclosure (“Confidential Information”).
2. You agree that while you are registered with us and at all times thereafter, you will not, without the prior written approval of PKUP or as required by law:
   1. Use the Confidential Information for any purpose, other than for the purpose of providing the Delivery Services;
   2. Reveal, disclose or make known any Confidential Information to any person;
   3. Retain, duplicate, store, or copy Confidential Information except as necessary to fulfill your obligations under this Agreement or as required by applicable law; or iv. Post or cause any Confidential Information to be posted on any social media platform or third-party platform.
3. Nothing in this section 11 prohibits you from using information that was not acquired under this Agreement for other purposes, including for the promotion and sale of your Delivery Services to stores and Customers.
4. You agree to safeguard your login information (username, password, etc.) associated with your Account, and you shall not share this login information with any third party.
5. If you share or disclose your login information in breach of section 11(d):
   1. PKUP shall not be responsible for any issues arising from your sharing of account credentials;
   2. You will promptly notify PKUP of any unauthorized or improper access to your Account;
   3. You are solely responsible for any consequences resulting from unauthorized access to your Account due to your failure to safeguard login information; and iv. Any breach of this section may result in suspension or revocation of your access to the Platform.

12. Disclaimers and Limitations of Liability

12.1. As Is

YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK, AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. PKUP EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES. TO THE EXTENT THAT ANY DISCLAIMER IN THIS SECTION CONFLICTS WITH APPLICABLE LEGISLATION, SUCH DISCLAIMER SHALL BE READ DOWN TO THE MINIMUM EXTENT NECESSARY TO COMPLY WITH SUCH LEGISLATION.

12.2. No Warranty

PKUP MAKES NO WARRANTY, REPRESENTATION OR CONDITION THAT: (1) THE SERVICES WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE; OR (4) YOU WILL RECEIVE ANY MINIMUM NUMBER OF DELIVERY REQUESTS OR EARN ANY MINIMUM AGGREGATE INCOME. FOR CLARITY, “MINIMUM AGGREGATE INCOME” REFERS TO A GUARANTEED OVERALL INCOME LEVEL FROM THE PLATFORM; NOTHING IN THIS SECTION AFFECTS YOUR ENTITLEMENTS, IF ANY, UNDER APPLICABLE LEGISLATION.

12.3. No Liability for Customer Actions

PKUP IS NOT RESPONSIBLE, AND EXPRESSLY DISCLAIMS ALL LIABILITY, FOR THE ACTIONS OR OMISSIONS OF CUSTOMERS. YOU ARE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH CUSTOMERS AND THE PERFORMANCE OF DELIVERY SERVICES. YOU ACKNOWLEDGE THAT YOU BEAR ALL RISKS ASSOCIATED WITH PERFORMING DELIVERY SERVICES.

12.4. Limitation of Liability

TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL PKUP BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT PKUP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR YOUR PERFORMANCE OF DELIVERY SERVICES, ON ANY THEORY OF LIABILITY. THESE LIMITATIONS DO NOT AFFECT YOUR RIGHTS UNDER APPLICABLE LEGISLATION.

12.5. Liability Cap

TO THE FULLEST EXTENT PROVIDED BY LAW, PKUP’S MAXIMUM LIABILITY UNDER THIS AGREEMENT, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL DELIVERY FEES PAID TO YOU UNDER THIS AGREEMENT OVER THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF PKUP FOR (i) DEATH OR PERSONAL INJURY CAUSED BY PKUP’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY PKUP’S FRAUD OR FRAUDULENT MISREPRESENTATION. THESE LIMITATIONS DO NOT AFFECT YOUR RIGHTS UNDER APPLICABLE LEGISLATION.

12.6. Basis of the Bargain

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN PKUP AND YOU.

13. INDEMNIFICATION

13.1 To the extent not prohibited by law, you expressly agree to indemnify and hold harmless PKUP and its affiliates, officers, directors, employees, agents, licensors and suppliers from and against any and all liabilities, expenses, damages and costs, including, but not limited to, reasonable attorneys’ fees and costs, related to all third-party claims, charges and investigations related to (1) Your Content; (2) your failure to comply with this Agreement; (3) your performance of Delivery Services; (4) your operation of any vehicle; (5) any accident, injury, or property damage arising from or related to your activities; (6) any improper, inaccurate or untruthful information provided to PKUP; (7) claims by Customers or delivery recipients; (8) your violation of any laws or regulations; (9) your failure to maintain required insurance; (10) your tax obligations; and (11) any activity in which you engage on or through the Services.

13.2 Your indemnification obligations under section 13.1 shall not apply to the extent that any claims arise solely from PKUP’s gross negligence or wilful misconduct.

14. DISPUTE RESOLUTION

14.1. Informal Resolution

You agree that any dispute, claim, or controversy arising out of or relating to this Agreement or your relationship with PKUP will first be attempted to be resolved informally by contacting PKUP at legal@pkupcanada.ca for a period of at least thirty (30) days.

14.2. Mediation

If informal resolution is unsuccessful, you and PKUP agree to attempt to resolve any dispute through mediation administered by a mutually agreed upon mediator in British Columbia before resorting to arbitration or litigation. The parties agree to share the costs of mediation equally. Subject to applicable laws, nothing in this section prevents you from filing a complaint or claim with any applicable statutory dispute resolution body.

14.3. Arbitration

1. If a dispute is not resolved through informal resolution or mediation, 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.
2. PKUP will pay the reasonable arbitration costs.
3. There will be no appeals from any question of fact or law, or any other issue.
4. Nothing in this section prevents you from filing a complaint or claim with any applicable statutory dispute resolution body.

14.4. Arbitration Opt-Out

1. Within thirty (30) days of the effective date of this Agreement, you have the option to opt out of the arbitration provision in section 14.3 by sending written notice to PKUP via email at legal@pkupcanada.ca stating your intent to opt out.
2. In your opt-out notice, please include the following information:
   1. The name on your Courier account;
   2. The email address associated with your Courier account;
   3. The phone number associated with your Courier account; and iv. A copy of your valid government-issued identification.
3. You cannot opt out on behalf of another Courier.
4. Opting out of arbitration will not result in any penalties or adverse consequences to your Account or access to the Services.
5. If you opt out of arbitration, any disputes that are not resolved through informal resolution or mediation will be resolved exclusively through litigation in the courts of British Columbia, subject to applicable laws.
6. Even if you do not opt out of arbitration, you retain the right to file complaints or claims under applicable legislation

14.5. Governing Law and Jurisdiction

This Agreement and any action related thereto will be governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein, without regard to conflict of law provisions. Any disputes that cannot be resolved through informal resolution, mediation, or arbitration shall be brought exclusively in the courts of British Columbia, Canada, and you consent to the personal jurisdiction of such courts

14.6. Class Action Waiver

To the extent permitted by applicable law, you agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, collective, consolidated, or representative action.

14.7. Time Limitation

You agree that any claim arising out of or related to this Agreement or the Services must be filed with PKUP within one (1) year after such claim arose.

15. Termination and Suspension

15.1. Term

This Agreement will start on the date you accept this Agreement and shall remain in force until terminated by you or us (“Term”).

15.2. Termination by Courier

You may terminate this Agreement at any time, for any reason or no reason, by providing written notice to PKUP through the Platform or at legal@pkupcanada.ca.

15.3. Termination by PKUP Without Notice

PKUP may suspend or terminate this Agreement with immediate effect, with no liability to make any further payment to you (other than amounts already earned), if at any time you:

1. Consistently fail to meet the service standards and requirements of this Agreement;
2. Lose your authorization to work in Canada;
3. Commit fraud in connection with this Agreement or the Platform;
4. Are convicted of a criminal offence that, in the opinion of PKUP acting reasonably, directly impacts your ability to offer Delivery Services;
5. Fail to comply with the PKUP Privacy Policy, Social Code, or Customer Terms of Service;
6. Commit serious misconduct, including performing Delivery Services while impaired (section 6.2);
7. Engage in conduct that poses an immediate safety risk to Customers, the public, or other Couriers; or
8. Commit any other act which PKUP considers, acting reasonably, may significantly negatively impact PKUP’s brand or reputation.

15.4. Termination by PKUP With Notice

Without prejudice to sections 15.3 and 15.5, PKUP may terminate this Agreement for any reason by giving you reasonable written notice, or such greater notice as required by applicable legislation.

15.5. Suspension

1. If PKUP receives notice or suspects a violation of section 15.3 of this Agreement, the Social Code, Privacy Policy, or any service standards, PKUP may temporarily suspend your access to the Platform for a period necessary to investigate. PKUP will provide you with written notice of the suspension, including the reason for it and the timeframe in which you may respond.
2. Suspensions are temporary and will be resolved as soon as reasonably practicable.
3. Immediate Suspension. Notwithstanding section 15.5(a), PKUP may suspend your access to the Platform with immediate effect where:
   1. There is serious misconduct, including performing Delivery Services while impaired;
   2. There is an immediate safety risk to Customers, the public, or other Couriers; or iii. PKUP is directed to do so by law enforcement or a regulatory authority.

• In cases of immediate suspension, PKUP will still provide written reasons for the suspension as soon as reasonably practicable.

4. You acknowledge that there may be circumstances where PKUP cannot disclose a detailed reason for the suspension. Nonetheless, you will still receive notice of the suspension.

15.6. Effect of Termination

Upon termination, your access to the Platform will be disabled, but you must complete any Deliveries already accepted. All provisions that by their nature should survive termination shall survive, including sections 4 (Content and Feedback), 5 (Ownership), 10 (Data Processing), 11 (Confidentiality), 12 (Disclaimers and Limitations of Liability), 13 (Indemnification), 14 (Dispute Resolution), and 16 (Non-Competition).

16. Non-Competition

16.1 During the term of this Agreement and for a period of twelve (12) months following its termination, you agree not to, directly or indirectly:

1. Solicit or attempt to solicit any Customer of PKUP for the purpose of providing delivery or logistics services that compete with the Services; or
2. Solicit or attempt to solicit any Courier of PKUP for the purpose of recruiting them to provide services for a competing platform.

16.2 For the purposes of this section 16, “solicit” means proactively contacting or initiating contact with the relevant person using information obtained through the Platform or the performance of Delivery Services.

16.3 Nothing in this section 16:

1. Prevents you from filing complaints with any applicable statutory body;
2. Prevents you from working for other delivery or logistics platforms, including competitors of PKUP, whether during the term of this Agreement or after its termination (subject only to the solicitation restrictions in section 16.1); or
3. Applies to the extent that it would be unenforceable under applicable law, in which case this section shall be read down to the minimum extent necessary to render it enforceable.

16.4 The parties acknowledge that the restrictions in this section 16 are reasonable in scope, duration, and geographic application, having regard to the nature of the Services and the legitimate business interests of PKUP.

17. General Provisions

17.1. Entire Agreement

This Agreement, together with the following documents, constitutes the entire agreement between PKUP and you with respect to the Services and supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written:

1. This Agreement;
2. The PKUP Pay Model;
3. The PKUP Privacy Policy;
4. The PKUP Social Code; and
5. The PKUP Customer Terms of Service.

If any of the documents listed in (a) through (e) above are inconsistent, the terms of the first-listed document shall take precedence.

17.2. Severability

If any provision or part-provision of this Agreement is or becomes invalid, illegal, or unenforceable, it will be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision or part-provision will be deemed deleted. Any modification to or deletion of a provision or part-provision under this section will not affect the validity and enforceability of the rest of this Agreement.

17.3. Contact Information

You may not assign or transfer this Agreement, by operation of law or otherwise, without PKUP’s prior written consent. Any attempt by you to assign or transfer this Agreement without such consent will be null and void. PKUP may freely assign or transfer this Agreement without restriction. PKUP will provide notice of any assignment via the Platform, Mobile App, or an update to this Agreement. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.

17.4. Force Majeure

PKUP will not be liable to you for any failure or delay in the performance of its obligations under this Agreement for the period that such failure or delay is due to causes beyond PKUP’s reasonable control, including but not limited to acts of God, war, strikes or labour disputes, embargoes, government orders or any other force majeure event.

17.5. Notices

Any notices or other communications provided by PKUP under this Agreement will be given by posting to the Services, in the Mobile App, or by email to the email address associated with your Account.

17.6. Non-Waiver of Pre-Existing Rights

Nothing in this Agreement constitutes a waiver of rights asserted by you, or on your behalf, in proceedings commenced prior to the effective date of this Agreement.

17.7. Amendment and Modification

1. PKUP may modify this Agreement by publishing an updated version on the Platform or Mobile App and providing you with at least thirty (30) days’ advance notice before the amended Agreement takes effect.
2. If you do not agree to the amended Agreement, you may terminate this Agreement by giving notice before the effective date of the amendment.
3. If you continue to accept Delivery Opportunities after the effective date of the amended Agreement, you will be deemed to have accepted the amended terms.
4. Any amendment to this Agreement cannot retroactively change binding dispute-resolution provisions of the Agreement for ongoing disputes unless both parties expressly agree otherwise.

17.8. Language

This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language version shall prevail. The parties confirm that they have requested that this Agreement be drafted in English. Les parties aux présentes confirment qu’elles ont exigé que la présente convention soit rédigée en anglais.

17.9. Independent Contractor Acknowledgment

YOU ACKNOWLEDGE AND AGREE THAT YOU ARE AN INDEPENDENT CONTRACTOR AND NOT AN EMPLOYEE OF PKUP. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED TO CREATE AN EMPLOYMENT, AGENCY, PARTNERSHIP, OR JOINT VENTURE RELATIONSHIP BETWEEN YOU AND PKUP. YOU HAVE NO AUTHORITY TO BIND PKUP TO ANY OBLIGATION.

17.10. Contact Information

If you have any questions about this Agreement, please contact us at:

PKUP Logistic Solutions Limited
Phone: 778-504-7587

Email: legal@pkupcanada.ca
Address: 2nd Floor, 1629 Fosters Way Delta, BC V3M 6S7