Last Revised: June 22, 2020

THIS DRIVER AGREEMENT is entered into on the Effective Date, by and between you (“Driver” or “You”) and fromto inc. (“FromTo” or “We”), and together with the linked documents and Addendum referred to below constitutes the “Agreement”.  FromTo offers to engage your services as an independent contractor upon the following terms:

  1. SCOPE AND DEFINITIONS
     
    1. Scope. This Agreement applies to Driver’s provision of delivery services and access to and use of FromTo’s online on-demand delivery platform to provide those services.  If Driver is an individual, this Agreement applies to You.  If Driver is a corporate entity, this Agreement applies to You as a company and you are responsible for applying its terms and conditions to Your Personnel.  Any breach of this Agreement by your employees and contractors will be seen as a breach by You.
       
    2. Amendment. FromTo is in its early stages, and while We will be constantly trying to improve our Platform and our services, it will take time and as a result, we expect we will have to amend key terms several times to get them right for all concerned.  Therefore, You Agree that FromTo may amend the Addendum at any time from time to time upon 7 days notice to You by email.  If you have concerns with the amendments proposed, You are encouraged to contact FromTo to discuss them.  Once the notice period has expired, You will be asked the next time you log in to the Platform to agree to the amendments before You will be permitted to use the Platform.  If You do not agree, You will not be permitted to use the Platform, and your sole remedy will be to terminate the Agreement.  Notwithstanding this, this Driver Agreement may only be amended by mutual written agreement between the parties.
       
    3. Definitions.  In this Agreement, capitalized terms will have the meanings set out below:
       
      • “Addendum” means the addendum to this Agreement for all of its independent contractors who provide Delivery under terms similar to this Agreement, the current version of which is located here;
         
      • “Customer” means a customer of Restaurant using the Platform to order Dishes and request Delivery;
         
      • “Delivery” means the on-demand retrieval from Restaurants and delivery of Dishes using the Platform;
         
      • “Delivery Opportunity” means a request generated by the Platform to perform a Delivery to a Customer;
         
      • “Dishes” means food and meals prepared by Restaurant for sale on the Platform;
         
      • “Effective Date” means the date of the email you receive from FromTo confirming your acceptance of the terms of this Agreement;
         
      • “Fee” has the meaning set out in Section 3.1(a);
         
      • “Losses” means claims, damages, losses and expenses that may be suffered by a party, including reasonable attorney’s fees;
         
      • “Personnel” means employees, contractors, agents and consultants;
         
      • “Platform” means FromTo’s online on-demand delivery platform
         
      • “Restaurants” means restaurants or other food preparation businesses using the Platform to request Delivery of Dishes;
         
      • “Tip” means a gratuity declared and paid by a Customer to You using the Platform (if permitted by the Platform).
         
  2. RESPONSIBILITIES
     
    1. What FromTo Will Do.  FromTo agrees to: (a) grant Driver a limited, non-exclusive and non-transferable right to access and use the Platform; (b) offer Delivery Opportunities to Driver through the Platform; and (c) engage Driver to provide Delivery on the terms and conditions and for the duration of this Agreement when You accept a Delivery Opportunity.
       
    2. What FromTo Will Not Do.  FromTo does not: (a) operate a restaurant or other food preparation or delivery business; (b) guarantee Driver any minimum number of Delivery Opportunities, but only opportunities for You to provide Delivery through the Platform; and (c) assume any risk for the provision of Delivery by You.
       
    3. What Driver Will Do. Driver agrees: (a) that You are authorized, lawfully able, and will acquire all of the equipment necessary (including thermal food bags), to provide Delivery in the geographic locations in which you operate; if Driver is a corporate entity, You will ensure Your Personnel will satisfy these criteria; (b) to utilize the Platform to connect with Restaurants offering Delivery Opportunities; (c) to complete each Delivery of each Delivery Opportunity you accept in a safe and timely manner according to the terms of this Agreement and all laws applicable to you; (d) to provide the time and attention you require to provide Delivery in a faithful, diligent and honest manner; and (e) that You and Your Personnel will abide by all terms of this Agreement as well as our Privacy Policy found here.
       
    4. What Driver Will Not Do.  Driver will not: (a) be obligated to provide Delivery exclusively to FromTo, or to accept any particular Delivery Opportunity; (b) complete a Delivery in a vehicle other than those vehicles you have registered with FromTo and insured according to Section 4.6; and (c) use any of FromTo’s trademarks or our name for any advertising or promotional purposes without our prior written consent.
       
  3. FEES, REFUNDS & DISPUTES
     
    1. Delivery Fees. For each Delivery completed according to the terms of this Agreement, Driver will receive a fee calculated according to the payment model set out in the Addendum (the “Fee”).
       
    2. Refunds. If You breach section 2.3 in FromTo’s reasonable judgment of the circumstances of the breach (such as but not limited to Your action or inaction, negligence or willful misconduct), you agree to forfeit or refund your Fee for that particular Delivery subject to the terms of this Agreement.  In addition to a refund under this section, You will be liable to indemnify FromTo according to provisions of the Addendum.
       
    3. Tips. All Tips collected on the Platform will be paid to you along with your Fees.  Customers may also pay a gratuity to You in cash upon Delivery.  You may retain 100% of any such gratuity.  Driver need not disclose to FromTo that they received a cash gratuity upon Delivery.
       
    4. Taxes. Driver is solely responsible for ensuring that any GST or other taxes or fees required by law for any and all Fees and Tips paid to You by FromTo, as well as on cash gratuities you receive, is remitted to the appropriate taxing authorities.  If Driver is or becomes, or is required to become, registered for GST purposes, FromTo will inform You of such requirement in writing.rm You of such requirement in writing.
       
    5. Payment. Your cumulative Fees and Tips collected on the Platform will be remitted to you by direct deposit on no less than a weekly basis as may be determined by FromTo.
       
    6. Expenses. You will be responsible for all costs and expenses incurred by You to provide Delivery under this Agreement, including all equipment and any Personnel required, unless agreed to in writing by FromTo prior to your incurring the expense.
       
    7. Disputes. If you wish to dispute the non-payment of a Fee as a result of Section 3.2 or our breach of Section 3.5, You agree to notify FromTo of the relevant facts in writing (email is sufficient) to provide FromTo the opportunity to resolve it.  Resolution of the dispute will then proceed according to the process laid out in Article 7.
       
  4. PROVISION OF SERVICES
     
    1. Term. The term of this Agreement will begin on execution hereof and continue for a period of one year (the “Term”).  FromTo may, at its sole discretion, renew the Term of this Agreement, on the same terms and conditions set out herein, at the end of the Term for a period of one year, provided that FromTo has not exercised its rights under §11 to terminate this Agreement.|
       
    2. Your Relationship with FromTo. You understand and agree that you are an independent contractor and not an employee or agent of FromTo, and nothing in this Agreement will be read as meaning that You and FromTo have any relationship other than that of independent contractors.  Neither of us has the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
       
    3. Your Provision of Services.  Driver understands and agrees: (i) You are free to provide Delivery on the days and times You wish to be available to use the Platform; (ii) You are free to reject any Delivery Opportunity made available through the Platform; and (iii) You control the manner in which you provide and perform each Delivery as long as you obey any laws applicable to You and abide by the terms of this Agreement.
       
    4. If Driver is a Corporation. If You are an incorporated entity, You agree: (a) to be responsible for Your Personnel complying with the terms of this Agreement, and that you are responsible for the breach of this Agreement by any of your Personnel; (b) that FromTo cannot withhold any amounts for taxes, deductions or similar payments on behalf of Your Personnel; (c) to assume full responsibility for the payment of all amounts due to your Personnel for their work in relation to this Agreement, including all wages, benefits and expenses, if any, and for all required source deductions; and (d) that neither You nor any of your Personnel will receive any wages, payments, or benefits that FromTo pays its employees.
       
    5. Background Check. FromTo reserves the right to require Driver and Your Personnel to pass a background check administered by a third-party vendor, subject to Your consent.
       
    6. Insurance. Driver agrees that: (a) You will acquire and maintain insurance in amounts and of types required by law to provide Delivery under this Agreement, including workers’ compensation insurance and commercial general liability (if you are a corporate entity, and you agree to list FromTo as an additional insured); (b) You will provide Delivery using only vehicles You have registered with FromTo, which must be insured as set out in the Addendum; and (c) You will provide FromTo upon request with certificates of insurance evidencing that Your policies are in full force and effect.
       

    All insurance policies held by either party must be issued by reputable and financially sound insurance companies authorized to do business in the geographic area where Delivery is performed.  Each party agrees to provide the other with 30 days notice of cancellation of any insurance policy.  All insurance coverage limits are in no way intended to affect or increase a party’s liability under this Agreement.
     

  5. CONFIDENTIALITY
     
    1. Driver acknowledges and agrees that:
      1. in the course of providing Delivery under this Agreement, You and Your Personnel may be provided or have access to confidential information, and trade secrets of FromTo including information relating to the identity of, addresses, preferences, needs and requirements of past, present and prospective Customers, suppliers and employees of FromTo (collectively, “Confidential Information”), the disclosure or use of which would be highly detrimental to FromTo;
      2. You will not and will not permit Your personnel to directly or indirectly disclose to any person or in any way make use of (other than for the benefit of FromTo), in any manner, any of the Confidential Information during the period commencing on the date hereof and ending two years following the expiration of the term of this Agreement; and
      3. Notwithstanding the above, Confidential Information will not include information that is or becomes generally available to the public other than as a result of disclosure by You.
         
  6. INDEMNIFICATION AND LIABILITIES
     
    1. See the Addendum
       
  7. DISPUTES
     
    1. Dispute Resolution. FromTo’s dispute resolution procedure is set out in the Addendum.
       
    2. Arbitration. If the dispute resolution procedure is unsuccessful, the Parties agree to resolve the dispute by arbitration under the Arbitration Act (British Columbia). The place of arbitration will be Vancouver, B.C and in English.  For certainty, the arbitration of the dispute will be a condition precedent to the bringing of any action in a court by either party with regard to the dispute.  Any such action shall be for the sole purpose of enforcing the award of the arbitrator and will be for no other purpose.
       
  8. ADDITIONAL CLAUSES
     
    1. Term and Termination. This Agreement commences on the Effective Date and will remain in effect until terminated as follows: (a) either party may terminate this Agreement in its entirety at any time without cause by giving 7 days’ prior written notice of termination to the other party, or (b) either you or FromTo may terminate this Agreement in the event of a material breach by the other party if such breach is not cured by the other party within 48 hours notice of the breach by the non-breaching party.
       
    2. Effect of Termination. Immediately upon termination of this Agreement, (a) all rights granted to each party immediately terminate; and (b) Driver shall cease to use the Platform.  Articles 3, 5, 6 and 7, and Section 8.5 will survive the termination of this Agreement.
       
    3. Independent Legal Advice. Driver acknowledges and agrees that You have reviewed this Agreement and has had the opportunity to seek and was not prevented by FromTo from seeking independent legal advice prior to the execution and delivery of this Agreement and that, in the event that You did not avail himself of that opportunity prior to signing this Agreement, that You did so voluntarily without any pressure or influence and agrees that [his or her] failure to obtain independent legal advice will not be used by You as a defence to the enforcement of You’s obligations under this Agreement.
       
    4. Notice. Any notice given under this Agreement must be in writing and will be effective upon receipt or refusal if (a) delivered by hand; (b) delivered electronically by email;  or (c) sent via courier by a nationally recognized delivery service; if to Driver, to the address or email You provided to FromTo on signup; if to FromTo, to the address or email set out below:
    5. Governing Law and Venue. This Agreement will be construed and governed by the laws of Canada and the Province of British Columbia, without reference to conflicts of laws principles.
       
    6. Force Majeure. Neither party will be considered to be in breach of this Agreement for any failure or delay in performance caused by reasons beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, epidemic, third party strikes, failure of suppliers, fires, floods, earthquakes or Internet or telecommunications failures (“Force Majeure Event”).  The affected party will promptly notify the other party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement.
       
    7. Severability; Waivers.In the event any provision of this Agreement is held by a court of law or other governmental agency to be void or unenforceable, such provision will be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions will remain in full force and effect.  No delay or omission to exercise any right or remedy by either party hereunder will constitute a waiver of that right.  No waiver of any provision of the Agreement will be valid unless in writing and signed by the waiving party.
       
    8. Assignment. Neither party will subcontract or assign the Agreement without the other party’s prior written consent.  The Agreement will be binding upon and inure to the benefit of the parties and their respective successors and assigns.
       
    9. Entire Agreement and Headings. This Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes any prior understanding or agreement (oral or written) between the parties.  Headings appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.
       
    10. Counterparts. This Agreement may be executed in counterparts, any one of which may be a PDF or another form of electronic signature, and each of which shall be deemed an original and both of which shall be taken together and deemed one instrument.