DELIVERY SERVICES AGREEMENT
This Delivery Services Agreement (the “Agreement”) is made as of today’s current date, which is logged and time stamped upon the acceptance of the Agreement, by and between Post Now an Austrian corporation (the “Company”), and the Independent Contractor of whom is reviewing and accepting said Agreement. (“Contractor”).
In consideration of the above recitals and mutual assurances between the Company and Contractor below, the Company and Contractor agree to the following:
During the term of this Agreement, Contractor will have the opportunity to provide delivery services from suppliers to consumers using the Company’s platform (the “Services”). Depending on the nature of the delivery and the requirements of the Company and/or consumers and suppliers, such Services may be carried out by means of any combination of (a) foot travel by Contractor, (b) use of Contractor’s personal bicycle, (c) use of Contractor’s personal vehicle, or (d) use of Contractor’s personal mobile device, tablet, or computer. Contractor acknowledges that the Company has the discretion as to which, if any, Delivery Opportunities has to offer, and Contractor has discretion as to which, if any, Delivery Opportunities to accept.
As consideration for the Services to be provided by Contractor and other obligations, the Company shall pay to the Contractor an amount either mutually negotiated between the parties or if the Contractor’s area (such area, their “Market”,and such rate, the “Compensation Rate”). Contractor Compensation Rate is based off of individual Delivery Opportunities accepted and completed by Contractor. Individual Delivery Opportunity Compensation Rate will be presented in a similar fashion structurally, but may differ in amount accounting for variables of individual Delivery Opportunities. These variables may include time and distance required to complete the Service, historical performance of supplier, amount of Delivery Opportunities available to Contractor to accept, and consumer payment behavior. Unless otherwise notified by the Company in writing or except as provided herein, Contractor will receive payment for Services at the current Compensation Rate for their Market and the current Compensation Rate for Contractor. at any given time shall be available at the Company application, or any other means designated by the Company. The Company will issue an account settlement check to Contractor for any completed opportunities on a weekly basis.
Contractor shall not be authorized to incur on behalf of the Company any expenses and will be responsible for all expenses incurred while performing the Services, including without limitation gasoline, insurance coverage and maintenance for Contractor’s personal vehicle and/or bicycle, cellular device and data costs, unless otherwise agreed to in writing by the Company.
This agreement is effective on the date executed by the Contractor and expires at any time upon the account deactivation by the contractor from the company’s application. If the Company terminates the Agreement for cause (breach of defined General Industry Standards or defined Consumer Expectations), at the Company’s discretion, the Courier may be deemed ineligible to accept opportunities during the seven day notice period. Contractor has the right to appeal the Company’s decision terminating the Agreement for cause by submitting a written appeal within three days of receiving the cause determination. 4.1. General Industry Standards.
Both parties agree that while Contractor is an independent provider of delivery services, there are certain standards that are the norm within the delivery services industry. These norms include, but may not be limited to Contractor’s interaction with consumers and suppliers, safe handling of delivery stuff requested by consumer through the platform, privacy of consumer information, interaction with the Company’s support representatives, fulfilling requested and/or accepted Delivery Opportunities and delivery opportunity periods, responsiveness to the Company support personnel regarding accepted Delivery Opportunities and delivery opportunity periods, and completing accepted Delivery Opportunities in the Most Efficient Manner; (1) once a Delivery Opportunity is accepted, completing the accepted Service is prioritized by Contractor over other jobs or personal interests, and (2) Consumer Expectations of the Services being provided are met to the fullest extent possible, taking into consideration Contractor’s responsibility for determining the method, details and means of performing the Services.
4.2. Consumer Expectations.
Both parties agree that while Contractor is an independent provider of courier services, the Contractor is performing Services on behalf of the consumer, therefore the consumer has the right to hold Contractor providing Services responsible for certain norms surrounding the Services being provided. These norms include, but may not be limited to Contractor providing Services in a timely (shortest method available), safe and professional manner consistent with General Industry Standard, Contractor attempting to provide the Services as close to “door to door” as possible taking into consideration logistical and legal limitations, or providing Services from supplier to a mutually agreed upon location with the consumer, items are delivered to consumer representative of the condition provided by the supplier, items are representative of the order the consumer placed with the supplier on the Company platform, and consumer’s personal information and property are respected by Contractor during and after Services are provided.
Contractor’s relationship with the Company will be that of an independent contractor and not that of an employee.
5.1. Method of Provision of Services.
Contractor shall be solely responsible for determining the method, details and means of performing the Services. Contractor agrees that all legal requirements necessary to perform the Services of this Agreement are met and will be maintained as required by law. Contractor is not required to personally complete Services and both parties agree that Contractor can engage with subcontractors or personnel to complete some or all aspects of Services.
5.2. No Authority to Bind Company.
Contractor acknowledges and agrees that Contractor has no authority to enter into contracts that bind the Company or create obligations on the part of the Company without the prior written authorization of the Company.
5.3. No Benefits.
Contractor acknowledges and agrees that Contractor shall not be eligible for any Company employee benefits and, to the extent Contractor otherwise would be eligible for any Company employee benefits but for the express terms of this Agreement, Contractor (on behalf of itself and its employees) hereby expressly declines to participate in such Company employee benefits.
5.4. Withholding; Indemnification.
Contractor shall have full responsibility for applicable withholding taxes for all compensation paid to Contractor under this Agreement, and for compliance with all applicable labor and employment requirements with respect to Contractor’s self-employment, sole proprietorship or other form of business organization. Contractor agrees to indemnify, defend and hold the Company harmless from any liability, or assessment of, any claims or penalties with respect to such withholding taxes, labor or employment requirements, including any liability for, or assessment of, withholding taxes imposed on the Company by the relevant taxing authorities with respect to any compensation paid to the Contractor.
5.5. No Uniform.
Contractor is not required to purchase, lease or rent any products, equipment or services from the Company as a condition of providing Services or entering into this Agreement. The Company does not require Contractor to wear a uniform, other clothing or equipment of any type bearing the Company’s name, logo or colors.
During the term of this Agreement, the Company may notify Contractor of the opportunity to complete Services involving suppliers and consumers facilitated through the platform under the Company’s brand name. With respect to each Delivery Opportunity accepted by Contractor, Contractor agrees to complete any of the necessary steps to fully provide the agreed upon Service, including, but not limited to, placement of the order with/at supplier, payment for order via Company provided funds, retrieval of the order from the supplier, and delivery of the order to consumers in a timely (shortest method available), safe and professional manner consistent with Customer Expectations and General Industry Standards. Contractor understands and agrees that the parameters of each Delivery Opportunity are established by the consumer and/or supplier, not the Company, and represent the end result desired, not the mean, method or manner by which Contractor is to accomplish the result.
Contractor agrees, at all times during the term of this Agreement and thereafter, to hold in strictest confidence, and not to use except for the benefit of the Company to the extent necessary to perform its obligations hereunder, and to not disclose to any person, firm, corporation or other entity, without written authorization from the Company in each instance, any Confidential Information (as defined below) that a Contractor obtains, accesses or creates during the term of this Agreement, whether or not during working hours, until such Confidential Information becomes publicly and widely known and made generally available through no wrongful act of Contractor. Contractor further agrees not to make copies of such Confidential Information except as authorized by the Company. “Confidential Information” means information and physical material not generally known or available outside the Company and information and physical material entrusted to the Company in confidence by third parties. Confidential Information includes, without limitation: (i) company inventions; (ii) technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, developments, inventions, laboratory notebooks, processes, formulas, techniques, lists of, or information relating to, suppliers and customers, pricing methodologies, cost data, market share data, budgets or other business information disclosed to Contractor by the Company either directly or indirectly, whether in writing, electronically, orally, or by observation.
If performing any portion of the Services via use of its personal vehicle (whether automotive or non-automotive, such as a bicycle), Contractor represents and warrants that Contractor has all appropriate licenses, approvals and authority to use the personal vehicle and provide the Services. If performing any portion of the Services via use of its personal vehicle that is automotive (such as an automobile or truck), Contractor represents and warrants that (i) Contractor has valid Austrian driver license or a valid driver license in the State where Contractor will perform the Services, and (ii) Contractor is authorized to operate a motor vehicle. The Company holds the right to verify validity of such license and request proof of validity to be readily supplied by Contractor upon request.
Contractor agrees that, during the term of the Agreement and for a period of one (1) year thereafter, Contractor will not solicit or attempt to solicit, for the purpose of engaging in competition with the Company (whether by Contractor or any other person or entity), any of the Company’s employees or consultants. Contractor agrees that confidential information will not be shared, used, disclosed or leveraged in any other manner for the solicitation of the Company’s customers and/or suppliers.
Under no circumstance will the company or its affiliates be liable to contractor or to any third party for any special, indirect, incidental, consequential, punitive, reliance, or exemplary damages that result from this agreement, even if the company or its authorized representative has been advised of the possibility of such damages. In no event will the company’s total liability to contractor for all damages, losses, and causes of action arising out of or relating to this agreement (whether in contract or tort, including negligence, warranty, or otherwise) exceed the fees payable by the company to contractor hereunder.
In case of any dispute between the Company and the contractor, the laws of Austria will prevail and the Austrian will have the right jurisdiction over the disputes.
Any term of this Agreement may be amended or waived only with the written consent of the Company.
This Agreement constitutes the sole agreement of the parties and supersedes all oral negotiations and prior writings with respect to the subject matter hereof.
If one of more provisions of the Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the even that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (i) such provision shall be excluded from this Agreement, (ii) the balance of the Agreement shall be interpreted as if such provision were so excluded and (iii) the balance of the Agreement shall be enforceable in accordance with its terms.
AGREEMENT ACCEPTANCE STATEMENTS