SHOP + PAY COURIER TERMS OF PARTICIPATION SKIPTHEDISHES

Version: October 1, 2024

1. Introduction

This Shop + Pay Participation Agreement (“Participation Agreement”) is entered into between the Delivery Driver (“you”, “Courier”) and SkipTheDishes Restaurant Services Inc. (“Skip”, we, our, us) and sets out the terms and conditions for your voluntary participation in the Shop + Pay Delivery Experience.

Capitalized Terms used in this Participation Agreement and not otherwise defined in a section have the meaning assigned to them in section 22. 

2. Courier Agreement

This Participation Agreement does not supersede your obligations and rights as outlined in the Courier Agreement. In the event of any conflict between this Participation Agreement and your Courier Agreement regarding the general contractual relationship with Skip, the Courier Agreement will prevail.

For clarity and without limiting or modifying other terms herein, please note the following key points about this Participation Agreement:

  1.  It outlines new obligations that you must adhere to.
  1. It reaffirms your status as an independent contractor.
  1. It introduces new Service Level Expectations (“Schedule A”) that you are required to follow. 
  1. It mandates that disputes be resolved through arbitration unless you choose to opt-out (see section 18).

3. Entire Agreement

This Participation Agreement, including any Addenda and Schedules, together with the following other documents expressly listed below, constitutes the entire agreement between you and Skip with respect to the Shop + Pay Delivery Experience:

  1. The Skip Courier Agreement;
  1. The Skip Privacy Policy;
  1. The Skip Social Code; and
  1. The Skip Terms of Services.

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

4. Voluntary Participation

By clicking “Yes, I agree,” you understand and agree to the following:

  1. You have read and fully understand this Participation Agreement. You agree to follow its terms and conditions, including the Service Level Expectations in Schedule A.
  1. You have read, understood and will comply with the Skip Privacy Policy, Terms of Services and Social Code. 
  1. You do not need to participate in the Shop + Pay Delivery Experience to continue offering your Delivery Services on the Platform.
  1. Your participation in the Shop + Pay Delivery Experience depends on your continued access to the Platform in accordance with the Courier Agreement.
  1. Under the Shop + Pay Delivery Experience, you or your Personnel (see section 6.10) must find the Delivery Items in-store, pay for them, and deliver them to the Customer.
  1. Your participation in the Shop + Pay Delivery Experience is voluntary and you have opted into this experience as an independent contractor (see section 6). 
  1. You possess and will maintain the legal authorisation to work in Canada, and you are solely responsible for complying with any applicable conditions on your work authorisation.
  1. You have a mobile device with an active data plan, and you acknowledge that using the App may result in significant data usage from your data plan.
  1. You possess a suitable mode of transportation to participate in the Shop + Pay Delivery Experience. Where applicable, you agree that your mode of transportation will meet the following criteria:
  1. It safely allows you to accommodate the weight of Delivery Items;
  1. It is in a good and sanitary condition;
  1. It is duly registered and licensed if required by legislation;
  1. If insurance is necessary, it must meet the requirement of being properly and adequately insured for commercial courier operations, with third-party liability coverage of at least one (1) million dollars; and
  1. Any operator of the transportation mode has the required legal authorization required for operation.
  1. You will not accept Delivery Opportunities if you or your Personnel (see section 6.11) cannot legally use your chosen mode of transportation due to laws or other restrictions.
  1. Skip may request verification that your mode of transportation meets the aforementioned requirements where applicable. If requested, you must provide such verification within 5 business days. If you do not provide us with the necessary proof, we may stop sending you Delivery Opportunities, and suspend or revoke your access to the Platform.

5. Service Level Expectations

5.1 You are not obligated to accept a Delivery Opportunity. However, if you decide to accept a Delivery Opportunity, you agree to meet the specified service level expectations detailed in Schedule A of this Participation Agreement. 

6 Independent Contractor Service

6.1 At all times during the duration of the Participation Agreement, you agree that you are an independent contractor offering delivery through the Platform. 

6.2 This Participation Agreement does not establish an employment relationship, agency, partnership, or joint venture between you and Skip. 

6.3 As an independent contractor, you are not entitled to any statutory benefits, such as minimum hours or pay, overtime pay, holiday hours or pay, or any other benefits typically provided in an employment relationship.

6.4 You are not authorized to represent yourself as an employee of Skip. Further, you cannot act in Skip’s name, on its behalf, or bind Skip, except as expressly permitted under this Participation Agreement.

6.5 Nothing in this section constitutes a waiver of rights asserted by you, or on your behalf, in proceedings commenced prior to the duration of the Participation Agreement, if any.

6.6 Equipment and Expenses

  1. You are solely responsible for providing the necessary tools of the trade required to fulfill the Shop + Pay Delivery Experience. Skip will not reimburse you for any expenses or costs associated with these tools.

6.7 Control Over Schedule 

  1. You do not need to inform Skip of your availability for potential Delivery Runs or to choose Open Runs. It’s completely up to you when or if you decide to indicate your availability through the App to potentially receive Delivery Run or access Open Run.
  1. Each week, we allocate Delivery Runs for the following week. Before the end of the prescribed day of the week (to be communicated via email), you may log into the App to indicate the days and times you wish to be available in the upcoming week. We will notify you if a Delivery Run has been allocated to you and this will be displayed in the ‘scheduling’ section of the App.
  1. We may add Open Runs in the App at any time. If you wish to make yourself available for Delivery Opportunities during an Open Run, you may log into the App and create a schedule based on available Open Runs, which will then be displayed in the ‘scheduled runs’ section of the App.
  1. We do not commit to offering you a minimum number of Delivery Runs or offer Open Runs and we are not required to offer any Delivery Run or Open Runs to you.

6.8 Non Exclusivity

  1. You are not required to provide Delivery Service via the Platform.
  1. You are free to provide your services to anyone else, including our competitors, at any time, even during a Delivery Run.
  1. Despite any provisions in section 6.8(b) you are contractually obligated to use your business judgment to ensure that Deliveries are completed promptly, taking into account the nature of the Delivery Items ordered and the expected Delivery Time.

6.9 Delivery Run

  1. Before the start of a Delivery Run you can, via the App (without any impact on your Delivery Opportunity ‘Acceptance Rate’ (see section 6.10):
  1. cancel the Delivery Run; or
  2. arrange for a Personnel to take over the Delivery Run.
  1. During a Delivery Run, you can at any time via the App (without any impact on your Delivery Opportunity ‘Acceptance Rate’ :
  1. cancel the remainder of the Run; or
  1. arrange for a Personnel to take over the remainder of the Delivery Run.

6.10 Delivery Opportunity Acceptance Rate

  1. If you accept a Delivery Run and log into the App to fulfill the Run, you are not obligated to accept any Delivery Opportunities. 
  1. Rejecting a Delivery Opportunity will not affect your ability to accept other Delivery Opportunities. 
  1. We may maintain an acceptance rate system based on your most recent ten (10) Delivery Opportunities (“Acceptance Rate”). 
  1. While your Acceptance Rate may be considered when offering additional earnings opportunities, Incentive Fee Offers, or future Delivery Opportunities, it does not affect your ability to accept or reject any specific Delivery Opportunities. 
  1. If at any time during a Delivery Run, you do not wish to receive Delivery Opportunities, you can at any time use the ‘pause’ function in the App without any impact on your Delivery Opportunity ‘Acceptance Rate’. You will still be logged in to the Delivery Run, but you will not receive any Delivery Opportunities until you deactivate the ‘pause’ function.

6.11 Using a Substitute

  1. You have no obligation to join or undertake Delivery Runs personally and are free at any time and for any reason whatsoever to engage a substitute to do so on your behalf (“Personnel”).
  1. You are not required to inform us when you engage a Personnel. 
  1. To engage a Personnel, you can give them access to your courier account by:
  1. providing them with a phone on which you are logged in to the App; or
  2. by sharing your courier account details to enable them to log in to the App on their own phone.
  1. In the event that you engage a Personnel, you agree that you will:
  1. Ensure that your Personnel has the legal authorisation to work in Canada;
  1. Ensure that your Personnel has any required certification for delivery of Regulated Items;
  1. be responsible for paying the Personnel;
  1. continue to be subject to all duties and obligations in this Participation Agreement, Service Levels Expectations, Privacy Policy, Terms of Services, Skip Social Code and any Addenda;
  1. ensure they comply with the terms of this Participation Agreement and any relevant policy, terms or agreement. Any breach by the Personnel of such terms amounts to a breach by you and you will bear the consequences of such breach; and
  1. ensure that your Personnel has not been previously banned from the Platform provided that if you engage a Personnel that has been banned from the Platform, Skip may suspend or revoke your access to the Platform.
  1. To clarify, you are allowed to have only one Courier Account on the Platform. If you decide to hire Personnel by opening a new Courier Account, all documents associated with the Personnel account must be separate from those linked to your own account. Having two courier accounts with the same or similar documents could lead to both accounts being revoked.

6.12 Flexibility

  1. You are not required to dress in a certain manner during a Delivery Run, and you do not need to use or wear any Skip-branded items.
  1. When you are logged into the Platform for a Delivery Run and marked as “active,” you may automatically be matched with Delivery Opportunities using predefined algorithmic factors.
  1. In order to be considered for Delivery Opportunities during a Delivery Run, you must for the period in which you wish to receive Delivery Opportunities during such Run:
  1. be logged into the App on your mobile phone; and
  1. maintain active, valid and accurate geo-location and data services on your phone.
  1. Every time you accept a Delivery Opportunity, an agreement will be formed on the same terms and conditions set out in the Participation Agreement to govern that Delivery.
  1. Upon receiving Delivery Opportunity, you will be provided with details including but not limited to:
  1. Pickup location;
  1. Delivery Items;
  1. Delivery location;
  1. Estimated compensation; and
  1. Customer Delivery Instructions
  1. You are not required to accept any Delivery Opportunities that we may offer. We do not commit to offer you a minimum number of Delivery Opportunities and we are not required to offer any Delivery Opportunities to you. Declining a Delivery Opportunity does not affect your ability to receive future Delivery Opportunities.
  1. You may elect via the App or by email not to receive any Delivery Opportunities for orders that contain Regulated Items.
  1. You can cancel an accepted Delivery Run at any point before you accept Delivery Opportunities.
  1. If you cancel a Delivery Run after you have accepted Delivery Opportunities or completed the shopping of Delivery Items, you may be required to return the Delivery Items to the Store.
  1. Every time you accept a Delivery Opportunity, an agreement will be formed on the same terms and conditions set out in the Participation Agreement at the time of the Delivery Opportunity, to govern that Delivery.
  1. We may list the Delivery Items in a specific order, but you are not obligated to shop for them in that sequence. It is your responsibility to use business judgment in how you shop for the Delivery Items.

6.14 Paying for Delivery Items

  1. For ease of payment only, you will be provided access to the Skip Visa Prepaid Card (“Skip Visa Card”). 
  1. To access the Skip Visa Card, you may be required to agree to the payment provider’s terms.
  1. You agree to use the Skip Visa Card only for purchasing Delivery Items and any related expenses like grocery bags and sales tax.

6.15 Delivery Route

  1. You determine the route and method for completing a Delivery under this Participation Agreement.
  1. When you accept a Delivery Opportunity we will display a suggested route but you are not required to follow this route. You can choose your preferred navigation tools for completing Deliveries under this Participation Agreement.
  1. You agree to exercise reasonable judgment in selecting the most efficient routes for deliveries, taking into account factors such as traffic conditions, distance, and delivery timelines.

7. Licence, Login Details Sharing and Access

7.1 Skip owns all right to the App and Platform. Skip grants you a non-exclusive, non-transferable, non-sublicensable and non-assignable license for the Term to use the App or Platform solely for providing Delivery Services or related services, subject to the Terms of Service, Privacy Policy, Social Code, and this Participation Agreement.

7.2 You agree that you will:

  1. access the App or Platform only through a mobile device;
  1. not provide third parties with access to  the App or Platform, directly or indirectly (Exception – see section 6.11);
  1. not allow third-party apps access to your login credentials or the App or Platform without Skip’s written consent (Exception – see section 6.11);
  1. not copy, modify, distribute, sell or lease any part of the App or Platform;
  1. not reverse engineer, attempt to extract the source code of any Skip software;
  1. not directly or indirectly manipulate or permit the manipulation of the App or Platform; and
  1. not to export, extract, or otherwise scrape, or cause any program or script to extract or scrape, any part of the App or Platform.

7.3 You acknowledge that any breach of section 7.2 may result in suspension or revocation of your participation in Shop + Pay Delivery Experience. 

7.4 You further acknowledge that any suspension or revocation from participating in Shop + Pay Delivery Experience for violation of section 7.2 may result in suspension or revocation of your access to the Platform.

8. Regulated Items

8.1 You have the option to view the Delivery Items before deciding whether to accept or decline Delivery Opportunity. You are not obligated to accept Delivery Opportunities that include Regulated Items. 

8.2 If you choose to accept Delivery Opportunities with Regulated Items, you agree to comply with all applicable federal, provincial, and local laws, regulations, and licensing requirements pertaining to the delivery of Regulated Items. 

8.3 You agree to promptly notify Skip of any circumstances preventing the successful delivery of Regulated Items and follow established procedures for returning such items. 

8.4 You agree that Skip 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.

8.5 You acknowledge and agree that failure to comply with any regulations or guidelines related to the delivery of Regulated Items constitutes a fundamental breach of this Participation Agreement. Therefore, Skip reserves the right to suspend or revoke your access to the Shop + Pay Delivery Experience or Liquor Delivery without prior notice.

8.6 You further acknowledge that any suspension or revocation from participating in Shop + Pay Delivery Experience for failure to follow Regulated Item delivery process may result in suspension or revocation of your access to the Platform.

9. Service Fees

9.1 Delivery Fee

  1. Skip shall compensate you for each Completed Delivery Opportunity through the Platform at a piece rate per delivery (“Delivery Fee”). 
  1. 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. 

9.2 Tips

  1. Customers have the option to provide tips within the App. Skip will transfer these tips to you. 
  1. Customers may also choose to give you cash tips upon delivery at their discretion. You are not required to inform Skip of these cash tips.

9.3 Incentive Fee offers

  1. Skip may, at its sole discretion, offer a discretionary incentive offer to you under special circumstances as determined by Skip (“Incentive Fee Offers”). If offered, Skip will communicate the Incentive Fee Offers to you along with the conditions and criteria for eligibility.
  1. 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.
  1. If you opt to participate in an Incentive Fee offer, the amount payable will be reflected in your weekly earnings statement.

9.4 Regulated Item Return Fees

  1. In the event of a return of Regulated Item, you may be entitled to receive an increased or additional fee, as determined by Skip. Any additional compensation or fees payable to you for the return of Regulated Items shall be shown on your Earnings Statement.

9.5 Undeliverable and Cancelled Orders

  1. If we cancel the Delivery Opportunity due to the Customer or Store cancelling the order or for any other reason unrelated to your act or omission, you will receive payment (based on the distance you have travelled using predetermined metrics) up to the point of cancellation.
  1. In the event that a Delivery Opportunity cannot be completed due to reasons directly or indirectly unrelated to your act or commission and beyond your control (such as an incorrect address, inability to confirm age for Regulated Items etc.), you will receive payment for such delivery subject to Skip investigating the reasons.

9.6 Source Deduction, Sales Tax and Withholding Fees

  1. You acknowledge that Skip 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 Participation Agreement.
  1. You acknowledge and agree that you are responsible for reporting and remitting all applicable taxes, including income taxes and any other taxes required by law, as an independent contractor.
  1. Upon providing proof of Sales Tax registration and any other required documentation to Skip, Skip will pay you the applicable Sales Tax on your Delivery Fee. 
  1. Notwithstanding anything to the contrary, Skip 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 Skip.

9.7 Fee Adjustments

  1.  Skip reserves the right to adjust the fees paid or payable to you for each Delivery Opportunity in the event of any of the following occurrences:
  1. Customer Dispute: If a Customer disputes the completion or quality of a service provided by you, and after investigation, we determine that you did not meet the required standards.
  1. Undelivered Order: If a Customer disputes delivery and after investigation we find that:
  1. The Delivery Items were not delivered,
  1. You did not provide proof of Delivery, or
  1. You have multiple undelivered orders over a period of time.
  1. Violation of Agreement: If you breach any material term of this Participation Agreement, including but not limited to failure to comply with Customer Delivery Instructions, applicable regulations, or Service Levels Expectations.
  1. Fraud or Misconduct: If you engage in fraudulent activities, misrepresentation, or misconduct that directly or indirectly impacts Delivery Run, Deliveries or Delivery time.
  1. Garnishment: If we are required to withhold a portion or all of your payment, and you have already received the full payment for the week or used FastCash to make a withdrawal, we may deduct and adjust the necessary amounts from future Delivery Fees.
  1. Upon determination of the validity of the grounds for Fee Adjustments, Skip may deduct the clawed-back amount from current or future payments to you or demand repayment within a specified timeframe.
  1. You may appeal the decision of Fee Adjustment or revocation. You can refer to this page on the inside track.

10. Provincially Regulated Minimum Standards

  1. Regardless of any provision in this Participation Agreement to the contrary, if you are entitled to a prescribed minimum wage, additional fees or protection under provincial legislation that specifically targets the gig economy and applies to Skip, Skip will adhere to the requirements specified in such legislation.

11 Privacy Obligations

11.1 All capitalised terms in this section 11 shall have the meaning given to them in the Personal Information Protection and Electronic Documents Act ( S.C. 2000, c. 5) and any and all applicable provincial or national data protection laws applicable to Skip as may be amended or superseded from time to time(“Data Protection Laws”).

11.2 You understand and consent that we will collect and process certain personal information, which is any information about an identifiable individual (“Personal Information”), and/ or business information relating to you in accordance with the Skip Privacy Policy. This includes but is not limited to, your first and last name, contact information, bank details, phone number, as well as geolocation data and other information relating to your provision of courier services and other related services as provided for under the Skip Privacy Policy.

11.3 You agree to comply with the terms of the Skip Privacy Policy and all Data Protection Laws governing data protection and privacy in connection with the Delivery Services, access to the Platform and any activities you carry out under this Participation Agreement. 

11.4  In our capacity as a Data Controller, we may provide you with and grant you access to Personal Information pertaining to consumers, restaurants and other merchants (including their employees and representatives), or others through Skip’s website or other means. Such Personal Information may include, but is not limited to, names, addresses, email addresses, telephone numbers, order information and other information. You will not, under any circumstances, access or use any Personal Information for any purpose other than rendering the Services in connection with this Participation Agreement. You will at all times maintain the strict confidentiality of any Personal Information you have access to and will not reveal, disclose or make known any Personal Information to any person. You will securely destroy any and all Personal Information immediately after completing any Service the Personal Information pertains to. You agree to comply with Skip’s Privacy Policy, as updated or amended by us from time to time.

11.5 You warrant that you will act solely as a Data Processor, process Personal Information only for the purpose of providing Delivery Services and will comply at all times with the terms of this Participation Agreement, Skip’s Privacy Policy and relevant Data Protection Laws. You will maintain appropriate measures to ensure that Personal Information you access remains protected, including by implementing and maintaining physical, technical and organisational measures that are appropriate to the risks presented by your processing of the Personal Information. You will not transfer any Personal Information outside of Canada or process Personal Information inconsistent with your obligations as imposed under this section 11, Skip’s Privacy Policy and relevant Data Protection Laws.

11.6 You agree to follow any instructions we give you in respect of your processing of Personal Information under this Participation Agreement, including but not limited to  deleting or returning the Personal Information upon Skip’s request, or any other instructions  that may assist and enable us to comply with our obligations under the Data Protection Laws

11.7 You will not process the Personal Information for your own purposes except with our prior written approval. In particular, you will not send any communications to Customers except via any masked telephone number, hardware or software provided by us to you. You will immediately notify us on becoming aware of any actual or possible breach of this clause. You will indemnify us for any loss, damage, dispute or third-party claim incurred by us as a result of your breach of this clause.

12. Confidentiality

12.1 During your performance of Delivery Services or under this Participation Agreement, you may have access to confidential information, including in respect of Skip and its related entities or other third parties. Confidential Information includes, but is not limited to, Skip data, Store information, Customer information (name, address, contact information, pictures etc.), Delivery 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”).

12.2 You agree that while you are registered with us to operate as an independent contractor and at all times thereafter, you will not, without the prior written approval of Skip or as required by law: 

  1. use the Confidential Information for any purpose, other than for the purpose of providing the Delivery Services;
  1. reveal, disclose or make known any Confidential Information to any person;
  1. retain, duplicate, store, or copy Confidential Information except as necessary to fulfill your obligations under this Participation Agreement or as required by Applicable Law; and
  1. post or cause any Confidential Information to be posted on any Social Media Platform or third-party platform. 

12.3 Nothing in this section 12 prohibits you from using Confidential Information that was not acquired under this Participation Agreement for other purposes, including for the promotion and sale of your Delivery Services to Stores and Customers.

12.4 You agree to safeguard your login information (username, password, etc.) associated with your courier account, and you shall not share this login information with any third party (subject to section 6.11(c). 

12.5 If you share your login information,  you agree to the following:

  1. Skip shall not be responsible for any issues arising from you sharing your account credentials;
  1. You will promptly notify us of any unauthorized or improper access to your account;
  1. You acknowledge that you are solely responsible for any consequences resulting from unauthorized access to your account due to your failure to safeguard login information.
  1. Any breach of this section 12.5 may result in suspension or revocation of your access to the Platform.

13. Limitation of Liability

13.1 You acknowledge and agree that Skip is not liable for any actions or omissions by you or your Personnel. You are responsible for any liabilities that may arise from your interactions, or those of your Personnel, with Consumers, Stores, or Third Parties.

13.2 You acknowledge and agree that Skip shall not be liable for any actions, omissions, or conduct of Customers, Stores, or third parties, including but not limited to any disputes, damages, or claims arising from interactions or transactions between you, your Personnel and Customers, Stores, or third parties.

13.3 You are not obligated to notify Skip if any Customer or Store breaches the Skip Social Code. If you decide to inform Skip of such a breach, Skip will conduct an investigation and take appropriate actions as necessary.

13.4 In no event shall Skip be liable to you for any indirect, special, incidental, consequential, or punitive damages to you or your Personnel arising from or related to this Participation Agreement.

13.5 The maximum liability of Skip under this Participation Agreement, whether arising in contract, tort (including negligence and gross negligence), or otherwise, shall be limited to the total Delivery Fees paid to you under this Participation Agreement over a six-month period immediately preceding the event giving rise to the claim.

14. Indemnification

14.1 You agree to indemnify, defend, and hold harmless Skip (including its officers, directors, employees, and agents) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

  1. any breach of this Participation Agreement by you or your Personnel,
  1. any negligent or intentional acts or omissions by you or your Personnel,
  1. any violation of Applicable Laws or regulations by you or your Personnel,
  1. any claims or actions brought by third parties arising from your actions or omissions.

14.2 Your indemnification obligations shall not apply to the extent that any claims arise solely from the gross negligence or willful misconduct of Skip.

14.3. The indemnification obligations under this section 14.1 shall survive the termination or expiration of this Participation Agreement and shall be enforceable to the fullest extent permitted by law.

15. Termination 

15.1 Term

This Participation Agreement will start on the date and time that you click “Yes, I agree,” and shall remain in force until terminated by you or us (“Term”). 

15.2 Termination by you

(a) You may opt out of this Participation Agreement at any time. 

(b) For certainty, opting out of the Shop + Pay Delivery Experience will not impact your ability to continue offering Delivery Services on the Skip Platform

(c) You may terminate this Participation Agreement and end your contractual relationship with Skip for any, or no, reason without notice.

15.3 Termination by Skip

(a) Without prejudice to section 15.3(b) of this Participation Agreement, we may terminate this Agreement and end the relationship between you and us for any, or no, reason on giving you 7 days’ written notice.

(b) We may terminate this Participation Agreement with immediate effect if you have not accepted a Delivery Opportunity in any rolling 6-month period.

(c) Without prejudice to any other right or remedy we may have against you, we may suspend or terminate this Participation Agreement with immediate effect with no liability to make any further payment to you if at any time you:

i. fail to meet the Service Levels Expectations outlined in Schedule A;

ii. you lose your authorization to work in Canada;

iii. commit Fraud under this Participation Agreement or your Courier Agreement;

iv. are convicted of a criminal offence that, in the opinion of Skip, acting reasonably, directly impacts your ability to offer Delivery Services;

v. fail to comply with the Skip Privacy Policy, Skip Social Code, Terms of Services; or

vi. commit any other act which we consider may negatively impact Just Eat’s brand or reputation.

(e) If Skip receives notice or suspects a violation of section 15(c) of this Participation Agreement, Social Code, Privacy Policy or Service Levels Expectations, Skip may temporarily suspend your access to the Platform for a period necessary to investigate. 

16. Representation and Warranties

SKIP MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF SKIP’S PRODUCTS OR SERVICES TO WHICH YOUR PROVISION OF THE SERVICES RELATES. SKIP’S SERVICES AND SOFTWARE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. THE COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

17. Governing Law

This Agreement will be construed and interpreted in accordance with the laws of the Province of Ontario.

Please carefully review this section as it pertains to the process for resolving disputes:

Within 30 days of executing this agreement, you have the option to opt out of the arbitration provision by sending a written notice to SKIP via email stating your intent to opt-out. If you choose to opt-out, any dispute will be exclusively resolved through litigation in the courts of Ontario.

Send you opt-out email to [email protected]

In your opt-out email, please include the following information:

  • The name on your courier account
  • Email address associated with your courier account
  • Phone number associated with your courier account
  • A copy of your valid government-issued ID

Please note:

  • You cannot opt-out on behalf of another courier.
  • Opting out of arbitration will not result in any penalties.
  • Your decision to opt out of the Arbitration clause under this Participation Agreement does not affect your arbitration obligation under the Courier Agreement if you did not opt out of the arbitration clause in that agreement.

18. Arbitration

18.1 If there is any dispute or controversy between (a) You or any of Your Personnel and Skip or any related entity, including any dispute or controversy arising out of or relating to this Participation Agreement, any Delivery Services, any interactions or transactions between (b) You or any of Your Personnel and Skip or any related entity, or in respect of any legal relationship associated with or derived from this Participation Agreement, including this Participation Agreement’s negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party to this Participation Agreement (each, a “Dispute”), the party raising the dispute shall serve any notice on the other party and each party must use good faith efforts to resolve the Dispute informally.

18.2 If the Dispute is not resolved after twenty (20) business days of a party serving notice on the other party that there is a Dispute, the parties agree that the Dispute will be finally resolved by confidential arbitration before a single arbitrator in accordance with the Arbitration Rules of the Alternative Dispute Resolution 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.

18.3 If You are a resident of the Province of Quebec, the seat of the arbitration will be Quebec or such other location as agreed to by the parties acting reasonably. The language of the arbitration will be either French or English, at your election.

18.4 If You are a resident of a province other than Quebec, the seat of the arbitration will be Ontario or such other location as agreed to by the parties acting reasonably. The language of the arbitration will be English.

18.5 Skip will pay the reasonable arbitration costs. There will be no appeals from any question of fact or law, or any other issue.

19. Severance

If any provision or part-provision of this Participation 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 19 will not affect the validity and enforceability of the rest of this Participation Agreement.

20. Notices

Any notices to be served under this Agreement may be served by email using the following addresses:

  • Email address for general contract-related inquiries to Skip: [email protected]  
  • Email address to opt out of Arbitration: [email protected]
  • Email address for you: the email address you used when you created your courier account with us

21. Miscellaneous: Amendment and Modification

21.1 Skip may modify this Participation Agreement, including its exhibits, schedules, addenda or appendices by publishing an updated version on the Platform or App. 

21.2 The amendment will take effect at a specified time after the notice’s effective date unless you terminate the Participation Agreement by giving notice before the amendment takes effect.

21.3 Skip will provide you with a 7-day notice if there are significant changes that will materially impact how you provide Delivery Services.

21.4 If you do not agree to the amended Participation Agreement, you may terminate this Participation Agreement immediately, but before the effective date of the amendment. However, if you continue to accept Delivery opportunities after the effective date of the updated Participation Agreement, you will be deemed to have accepted the updated terms. 

21.5 Any amendment to this Participation Agreement cannot retroactively change binding dispute-resolution provisions of the Participation Agreement for ongoing disputes unless both parties expressly agree otherwise.

22. DEFINITIONS

“Acceptance Rate” means couriers earn 10% towards their acceptance rating for each Delivery Opportunity accepted up to 100%. Acceptance rating is flexible and calculated on a rolling basis based on the most recent ten (10) Delivery Opportunities, and it carries over into each new Delivery Run

“Addendum” or “Addenda” means any additional document, update, or modification that is added to this Participation Agreement and becomes an integral part of the agreement.

“Applicable Law” or “Applicable Laws” refers to any laws, ordinances, constitutions, regulations, statutes, principles of common law, and requirements enacted or deemed applicable by or under the authority of any governmental body having jurisdiction over the Delivery Driver and Skip. 

“Courier Account” means the Delivery Driver’s account on the Platform used to access the Courier App.

“Courier Agreement” means the contract signed by the Delivery Driver upon registration to offer delivery services on the Platform.

“Courier App” or “App” means the mobile application or software platform that is licensed by Skip and can be used by the Delivery Driver to receive Delivery Opportunities. 

“Customer” means the individual or entity that has selected Delivery Items from a Sture using the Platform and receives delivery of Delivery Items delivered by the Delivery Driver.

“Customer Delivery Instructions” means any directions, requests, or instructions given by Customers regarding how they want Delivery Orders to be delivered to their specified delivery location.

“Delivery”, “Deliveries” means the delivery of the Delivery Items to a Customer in accordance with the terms of this Participation Agreement or Courier Agreement.

“Delivery Item” or “Delivery Items” means the goods or products specified in a delivery order, chosen and purchased by the Customer from the Store via the Plafrom, and expected to be selected in the Store by the Delivery Driver for delivery.

“Delivery Opportunity” or “Delivery Opportunities” means a notification to you via the App containing an offer for you to participate in a Shop + Pay Delivery Experience.

“Delivery Runs” means a scheduled period of time we may allocate to you in response to you indicating your availability via the App

“Delivery Service” or “Delivery Services” means the Delivery Driver’s provision of transportation and delivery of goods and products under the Courier Agreement and the provision of shopping and delivery of Delivery Items under this Shop+Pay Participation Agreement. 

“Delivery Time” means the expected time frame indicated in-App within which Delivery Runs are to be completed.

“Fraud” means any act or omission aimed at deceiving, manipulating, or misrepresenting information in connection with the use of the App or Platform. This includes but is not limited to (i) falsifying delivery information, (ii) submitting false claims for restaurant holds, (iii) abusing Incentive Fee Offers, (iv) creating multiple accounts to gain unfair advantages, (v) deliberately manipulating GPS location data to deceive the App about location or to inflate delivery fees, including GPS spoofing, (vi) falsely using referral incentives, (vii) disputing a charge for Shop + Pay Delivery Experience on your credit card after receiving reimbursement, (viii) colluding with Stores or Customers to receive payment for uncompleted deliveries, including through chargebacks, (ix) intentional misuse of Orange Card, (x) manipulating or misrepresenting documents provided to Skip as part of a contractual relationship, (xi) engaging in any activity or other deceptive or dishonest conduct deemed fraudulent under Applicable Laws.

“FastCash” means the functionality that allows Delivery Drivers to instantly access their earnings on a daily or weekly basis, provided they meet the withdrawal threshold and pay the required fee.

“Open Run” or “Open Runs” means a period of time we have designated during which you can select via the App to make yourself available for Delivery Opportunities without the need for a Delivery Run having been allocated to you.

“Skip Visa Card” or “Skip Visa Prepaid Card” means the digital financial instrument provided by Skip through a third party, enabling Delivery drivers to access funds and pay for ordered items at a Store on behalf of Customers.

“Personal Items” means Delivery Items that are of a personal nature and are intended for private use by Customer.

“Personnel” means any individual or entity hired by you to perform specific tasks or provide services that are part of Delivery Services or to complete Deliveries.

“Platform” refers to the digital or online framework provided by Skip or its Affiliates entity that facilitates interactions, transactions, or the provision of Delivery Services. 

“Regulated Items” means Delivery Items that are subject to specific regulations, restrictions, or conditions regarding their sale, distribution, transportation or delivery.

“Shop + Pay Delivery Experience”  or “Delivery Experience” means the services provided by Delivery Drivers acting as independent contractors whereby Delivery Drivers accept Delivery Opportunities that involve locating, shopping, paying for, packing, and delivering pre-selected Delivery Items on behalf of Customers.”

“Store” or “Stores” refer to the business entity or individual whose goods are made available for purchase but the Customer through the Platform.

SCHEDULE A

1. Service Level Expectations

1.1 You must maintain active, valid and accurate geolocation and data services on your phone for the duration of the Delivery Experience. 

1.2 Further, if you choose to accept a Delivery Opportunity, you will be responsible for completing Delivery in line with your reasonable judgment as an independent contractor in light of the expectations below:

1.3 Shopping

  1. Performing the shopping with a reasonable level of care, skill and diligence and in compliance with all health and safety laws, rules and regulations and with the Skip Social Code and Privacy Policy;
  1. Verifying if requested Delivery Items are available for purchase;
  1. Using the Customer in-app shopping lists to select and retrieve requested Delivery Items accurately and efficiently;
  1. Inspecting selected Delivery Items for quality, freshness, and expiration dates;
  1. Using your smartphone and App to scan bar codes where applicable;
  1. Identifying any out-of-stock Delivery Item and indicating in-App;
  1. Communicating with Customers regarding orders via the App if applicable; 
  1. Utilizing the App to input Delivery Item replacements and request refunds for Customers if applicable;
  1. Undertaking any other actions necessary for you to fulfill the Shop + Pay Delivery Experience

1.4 Order Processing and Payment

  1. Installing the Skip Visa Card in the App;
  1. Processing Delivery Items through Stores’ checkout registers and terminals; and
  1. Paying for Delivery Items using the Skip Visa Card.

1.5 Handling and Transportation

  1. Carefully packing Delivery Items in an organized and efficient manner to ensure safe transportation and delivery;
  1. If the Delivery Items contain Personal Items, you will ensure that they are packaged in a manner where the content or label is not visible;
  1. Arranging Delivery Items to prevent damage during transit and maintain food safety standards;
  1. Comply with the details set out in the Delivery Opportunity, including 
  1. the time specified for arrival at the Store; 
  1. the time specified for delivery to the Customer; and 
  1. ensuring you deliver the Delivery Items to the address set out in the Delivery Opportunity;
  1. Delivering the items to Customers in line with the Customer Delivery Instructions where applicable;
  1. Taking in-app pictures as proof of delivery; 
  1. Communicating with Customer as required to facilitate Delivery; and
  1. Taking all steps that you deem necessary to facilitate Delivery.

2 Regulated Items

2.1 You are not obligated to accept Delivery Opportunities that include Regulated Items. If you choose to accept such Delivery Opportunities, you acknowledge and agree to comply with all applicable federal, provincial, and local laws, regulations, and licensing requirements pertaining to the delivery of Regulated Items. 

2.2 You shall maintain all necessary permits, licenses, and certifications required to legally shop, transport and deliver Regulated Items. 

2.3 You shall require a valid government-issued identification (such as a driver’s license or passport) from Customer to verify age or identity when delivering Regulated Items that require age verification.

2.4 You agree to handle and transport Regulated Items in accordance with any special instructions provided by Applicable Laws, the Store or Customer regarding their proper handling and delivery.

2.5 You agree to promptly notify Skip of any circumstances preventing the successful delivery of Regulated Items and follow established procedures for returning such items.