INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made and entered into between you, the undersigned
contractor (the “Independent Contractor”,
“Contractor”), engaged in the business of performing dispatch and
delivery services contemplated by this agreement, and Aireo Technologies INC.
d.b.a Aireo (the “Company”).
WHEREAS Aireo (the “Company”) is a web services company that
provides an online marketplace platform (the “platform”) that
connects consumers to our online marketplace. Consumers may place an order
with our service and elect to have a Contractor provide the drone-based
dispatch and delivery services;
AND WHEREAS The Independent Contractor is an independent provider of delivery
services and wishes to gain access to the Company’s delivery dispatch
system (the “Dispatch System”, “System”) so that the
Independent Contractor will be eligible to receive delivery opportunities via
the installed desktop software;
AND WHEREAS the Independent Contractor will be subject to payment of services
at regular intervals (the “Payment Cycle”) so that the independent
contractor is remunerated for their services in a timely and consistent
manner;
AND WHEREAS the Company wishes to grant such access to the Independent
Contractor so that the Independent Contractor may provide the services as
hereinafter described;
NOW THEREFORE IN CONSIDERATION of the mutual covenants set out below and other
good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. ARTICLE 1 – NATURE OF RETAINER
1.1 The Company hereby retains the Independent Contractor on a non-exclusive
basis to perform courier and delivery services (the “Services”)
and the Independent Contractor agrees to be so retained to provide the
Services during the course of this Agreement. The specifications of each
delivery, including but not limited to (i) the fees payable to the Independent
Contractor for the completion of such delivery and (ii) appropriate delivery
specifications, including locations for such delivery, shall be provided to
the Independent Contractor through the Dispatch System. All details of each
delivery will be summarized and provided at the culmination of the payment
cycle.
1.2 The Independent Contractor shall have no obligation to accept or reject
any Delivery, as hereinafter defined, transmitted through the Dispatch System.
However, once a Delivery is accepted the Independent Contractor shall be
contractually bound to complete the Delivery Services in accordance with all
consumer specifications and the terms laid out in this Agreement. Nothing in
this agreement requires the contractor to perform any particular volume of
delivery services during the term of this Agreement, and nothing in this
Agreement shall guarantee the Contractor any particular volume of delivery
opportunities for any particular time period. Upon accepting a Delivery, the
Independent Contractor shall be solely responsible for determining the most
appropriate manner in which the Delivery is performed and the means by which
the Delivery is completed, including the manner of pickup, delivery and route
selection.
1.3 The Independent Contractor agrees to provide the Services to the Company
in an efficient, effective, economical, competent and professional manner, in
accordance with best industry practice and all local laws. The Independent
Contractor further agrees that all goods to be delivered by the Independent
Contractor in connection with its performance of the Services shall be
delivered in good condition and on a timely basis.
1.4 The Independent Contractor represents and warrants that that it possesses
the necessary capabilities, qualifications, licenses, insurance, experience,
expertise, and resources to perform the Services in an efficient, workmanlike
and timely manner in accordance with best industry practice and all local
laws.
1.5 The Independent Contractor represent and warrants the Independent
Contractor is duly registered with the applicable workers compensation board
unless exempt from such registration, and agrees to sign the appropriate form
of consent to allow the Company to ascertain that the Contractor is duly
registered and in good standing with the applicable workers compensation
board.
1.6 The Company reserves the right to retain services similar to the Services
provided by the Independent Contractor from any third party at any time.
Nothing in this Agreement will constitute a commitment by the Company to
provide the Independent Contractor with any particular volume or quantity of
deliveries or any level of compensation in respect thereof.
1.7 The Independent Contractor may enter into contractual arrangements with
any other person to provide courier and delivery-related services to such
person, provided that such arrangement does not conflict with the Independent
Contractor’s ability to provide the Services as described herein.
1.8 Except as otherwise agreed by the parties in the enclosed Equipment
Purchase Agreement (Appendix B), the Independent Contractor agrees to provide
all of the equipment required by it to perform the Services. The Independent
Contractor is not required to purchase, lease, or rent any products, equipment
or services from the Company as a condition of doing business or entering into
this Agreement.
1.9 The Independent Contractor will fulfill the obligations to the company as
an Independent Contractor and not as an employee. This agreement is not
intended to create, nor shall it be construed to have created an
employer/employee relationship, any partnership, joint venture or agency
whatsoever between the Contractor and the Company. The Independent Contractor
does not have the authority to assume any obligations for the Company, to
assume any responsibility on its behalf, or to bind the Company to any course
of action, liability, contract, agreement or obligation.
1.10 IN NO EVENT SHALL THE COMPANY BE LIABLE TO THE INDEPENDENT CONTRACTOR OR
ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL, EXEMPLARY, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE WHATSOEVER (INCLUDING,
WITHOUT LIMITATION, LOST REVENUES, PROFITS, SAVINGS OR BUSINESS), WHETHER IN
AN ACTION BASED ON CONTRACT, WARRANTY, STRICT LIABILITY, CIVIL LIABILITY, TORT
(INCLUDING, WITHOUT LIMITATION, NEGLIGENCE) OR OTHERWISE, EVEN IF THE COMPANY
HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH
DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY THE COMPANY.
1.11 The Independent Contractor agrees to indemnify and save the Company
harmless of and from and against all claims which may be made or brought
against the Company or which it may suffer or incur, directly or indirectly,
as a result of or in connection with:
(a) any incorrectness in or breach of any representation or warranty made by
the Independent Contractor contained in this Agreement;
2.
(a) any non-fulfilment of any covenant or agreement on the part of the
Independent Contractor under this Agreement or under any other agreement
executed and delivered by it pursuant to this Agreement;
(b) any liability arising from the Services provided in connection with this
Agreement; and
(c) any loss or liability whatsoever resulting from the breach or alleged
breach of any of the Independent Contractor’s obligations set forth in
this Agreement
ARTICLE 2 – COMMENCEMENT AND TERM
This Agreement will commence when the Independent Contractor logs into the
Dispatch System for the first
2.1
time (the “Effective Date”), and will continue for an indefinite
period unless terminated by either party in accordance with the terms of this
Agreement.
2.2
This Agreement may be terminated:
a) By mutual consent given in writing by both parties
b) By the Company without notice in the event of a material breach of this
Agreement. A material breach shall include but is not limited to:
The Independent Contractor acting in any manner deemed by the Company to be
detrimental to the best interests of the Company;
The Independent Contractor breaching Company confidentiality pursuant to
ARTICLE 4; or
The Independent Contractor failing to perform, or negligently performing, the
Services for which it is responsible under the terms of this Agreement.
c) By either party upon giving two (2) weeks of advance notice in writing.
2.3
Contractor, save and except to pay it the amounts owing to it in respect of
the provisions of Services, up to and including the date of termination.
Upon termination pursuant to Section 2.1, the Company will have no further
liability to the Independent
3. ARTICLE 3 – COMPENSATION
3.1 In consideration for entering into this Agreement and performing the
Services contemplated hereunder, the Independent Contractor will be granted
access to the Dispatch System, pursuant to which it may be eligible to receive
delivery engagements.
3.2 If the Independent Contractor is provided with a delivery engagement (each
such engagement a “Delivery”), the Independent Contractor shall be
notified of the amount to be paid to it for the successful completion of the
Delivery (the “Services Fee”). Unless otherwise notified by an
Authorized Agent of the Company, delivery services will be remunerated
according to the Rate Agreement (Appendix A, The “rate
agreement”). Within 10 business days of a completed Delivery, or as
otherwise reasonably determined by the Company, but in no case later than 30
days following the completion of such Delivery, the Company shall pay to the
Independent Contractor the Services Fee.
3.3 The Company will pay all Service Fees without deduction at the source for
the purpose of withholding income tax or other employment related
withholdings.
3.4 The Independent Contractor agrees that the Company shall have no liability
or responsibility for the registration and withholding, collection or payment
of any taxes, Canada Pension Plan contributions, employment insurance
premiums, or any other amounts payable under provincial tax, pension,
workplace safety and insurance and employments standards legislation, on any
amounts paid by the Company to the Independent Contractor or amounts paid by
the Contractor to any of their employees or consultants, furthermore I
congratulate you on actually reading this document. The Independent Contractor
shall indemnify and save harmless the Company of and from any and all claims,
charges, costs, expenses and demands that may be made against the Company by
the Canada Revenue Agency or any government authority for any statutory
obligations whatsoever in connection with the services provided by the
Independent Contractor herein and any of its employees or agents.
4. ARTICLE 4 – CONFIDENTIAL INFORMATION AND OWNERSHIP OF PROPERTY
4.1 The Independent Contractor acknowledges that it may acquire information
about certain matters which are confidential to the Company and which
information is the exclusive property of the Company including but not limited
to clients and accounts, information concerning products and services, trade
secrets and know-how, computer programs and the financial history of the
Company (collectively the “Confidential Information”). The
Independent Contractor acknowledges that such Confidential Information could
be used to the detriment of the Company and therefore it shall not disclose
such Confidential Information in any manner, directly or indirectly, to any
person without the prior written consent of the Company.
4.2 During the term of this Agreement, the Independent Contractor may receive,
create or contribute to, alone or jointly with others, tangible or intangible
property in whatever medium or form that relates to the actual or anticipated
business of the Company (“Proprietary Property”). The Independent
Contractor acknowledges and agrees that all Proprietary Property will be the
exclusive property of the Company
4.3 The Independent Contractor agrees that upon termination of this Agreement,
or at any other time requested by the Company, the Independent Contractor will
return all Company property, including Confidential Information and
Proprietary Property, in good condition.
5. ARTICLE 5 – JURISDICTION
5.1 This Agreement will be governed by and interpreted in accordance with the
laws of the Province of British Columbia and the laws of Canada in force
therein without regard to its conflict of law rules. The parties to this
Agreement agree that by signing they have attorned to the non-exclusive
jurisdiction of the Courts of British Columbia.
6. ARTICLE 6 – MISCELLANEOUS
6.1 The waiver by the Company of a breach of any provisions of this Agreement
and by the Independent Contractor will not operate or be construed as a waiver
of any subsequent breach.
6.2 This Agreement contains the entire agreement between the Independent
Contractor and the Company relating to the matters referred to herein. If any
provision of this Agreement is determined to be unenforceable or void, the
remainder of this Agreement will nevertheless remain in full force and
effect.
6.3 The Independent Contractor agrees that it shall enter into any further
agreements and execute any documents, certificates or instruments which the
Company shall reasonably require to give effect to this Agreement.
6.4 This Agreement shall endure to the benefit of and be binding upon the
parties thereto and their respective heirs, executors, administrators,
successors, assigns and legal representatives. The Independent Contractor
shall not be permitted to assign this Agreement without the Company’s
prior written consent, which consent may be unreasonably withheld.
6.5 This Agreement may not be amended or modified except by written agreement
signed by both parties.
6.6 Both parties hereby undertake to do such further acts and take such steps
as may be reasonably required to implement the intent of this Agreement.
6.7 The parties hereto each acknowledge that they have not relied upon the
other parties to this Agreement for advice, whether legal or otherwise, in
connection with this Agreement and the parties hereto further acknowledge that
they have each been advised to seek independent legal advice with respect to
the same.
6.8 The Independent Contractor agrees that the Company may be irreparably
damaged if any provision of this Agreement is not performed by it in
accordance with its terms.
6.9 Accordingly, the Company shall be entitled to apply for an injunction or
injunctions to prevent breaches of any of the provisions of this Agreement and
may specifically enforce such provisions by an action instituted in a court
having jurisdiction. These specific remedies are in addition to any other
remedy to which the Company may be entitled to at law or in equity.
6.10 No exercise of a specific right or remedy by any party precludes it from
or prejudices it in exercising another right or pursuing another remedy or
maintaining an action to which it may otherwise be entitled either at law or
in equity.
Aireo INC.
APPENDIX A – RATE AGREEMENT
BRITISH COLUMBIA
The delivery rates are as follows. The contractor will earn a commission for
every successfully completed delivery on the Aireo System. The commission
breakdown is as follows:
$3 for each delivery completed
A certain amount of all tips applied to each Delivery regardless of applied in
cash by the receiver or on the Aireo platform, except in the case where a
redelivery is required. In the case that a delivery is not successfully
completed and a redelivery of all or part of an order is processed through the
System, the original Delivery tip applied online during purchase will be
automatically split by all individual couriers who complete the delivery.
Guarantee & Bonus Rates
Periodically you may be eligible to earn a wage guarantee or other bonuses in
remuneration while working as a contractor with the Aireo System. Information
about changes in rates will be communicated by an authorized agent at Aireo.
Specific conditions may apply. Rates are subject to change with fourteen (14)
days written notice by Aireo.
APPENDIX B – EQUIPMENT PURCHASE AGREEMENT
BRITISH COLUMBIA
Dispatchers in service of orders on the Aireo platform are required to have an
acceptable, voluminous delivery drone carrying container, capable of safely
transporting all packaging from the various vendors on the platform. As a
minimum criterion, delivery carriers must be thermally insulated, and have a
stable footprint of at least 38cm x 38cm (Inches: 15” x 15”).
Sign your initials with ESIGN next to items below that you will purchase from
Aireo. Requisitioned gear will be distributed during the Dispatcher
orientation session, or can be made available for pickup at a time after the
execution of this agreement. Items subject to availability.
Aireo Droner Carrier Container - $90.00
Battery pack 32,000mAh - $55.00
Total:
$145
Aireo is authorized to deduct from their earnings the total amount for the
items initialized above.
The signer is an independent contractor and the provision of branded delivery
equipment does not, in any way, alter the relationship.
Any equipment purchased from Aireo is offered without warranty by the Company
or otherwise.
No refunds, returns, or exchanges are offered on equipment purchased from
Aireo.
The equipment for purchase from Aireo is available to assist in successful
completion of drone dispatching jobs. All purchases will be applied as a
payroll deduction against the Dispatcher’s earnings on the first pay
period wherein the Dispatcher’s earnings are sufficient to process the
total deduction.
Legal* 37772134.3