Independent Contractor Agreement
This Agreement is entered into between Deeleeo Inc. (“Deeleeo” or the “Company”) and the undersigned individual (“Contractor” or “Delivery Agent”). In consideration of the mutual promises and covenants set out herein, and in the Deeleeo Terms of Use Agreement, both parties agree to the following terms and conditions.
1. Relationship of the Parties
a. The Contractor is an independent contractor of Deeleeo Inc. and not an employee, agent, partner, or joint venturer. Nothing in this Agreement shall be construed to create an employer–employee relationship between the parties.
b. This Agreement is effective from the date of acceptance and remains in force for so long as the Contractor engages with the Deeleeo Platform. Either party may terminate this Agreement at any time, with or without cause.
c. Deeleeo Inc. may amend this Agreement at any time. The Contractor will be provided with an updated copy prior to any amendments taking effect and must accept the updated terms to continue using the Deeleeo Platform. Declining to accept amendments will result in the Contractor’s inability to access the Platform as a Delivery Agent.
2. Services
a. The Contractor agrees to perform delivery, vehicle valet, and/or shuttle services (collectively, “Deeleeos”) for Deeleeo Inc. customers and internal requests via the Deeleeo Platform, in a safe, timely, and professional manner.
b. The Contractor must follow all in-app processes at pickup and drop-off locations, including scanning QR codes (where applicable), assessing the condition of packages, vehicles, or persons, and uploading photos as proof of pickup and delivery. Failure to comply may result in penalties.
c. Accepted or assigned Deeleeos are the Contractor’s responsibility to complete successfully and on time. Tardiness or lack of professionalism may result in penalties.
3. Compensation
a. The Contractor’s compensation will vary based on package size and weight, delivery distance and time, and any additional premium services provided, as set out in the Deeleeo Pricing Model. Deeleeo reserves the right to amend the Pricing Model without notice to adapt to market conditions.
b. Commission rates are calculated from the total Delivery Fee charged to the customer (excluding the Admin/Service Fee).
c. Commission payments are disbursed biweekly to the Contractor’s registered direct deposit bank account. Early or more frequent payment requests will incur a fee of $50 or 5% of total earnings (whichever is greater), plus a $1.50 processing charge, per request.
d. The Contractor agrees to provide accurate bank account information for the purposes of payment. If a payment cannot be processed due to inaccurate information, the Contractor is responsible for correcting the error and reimbursing Deeleeo for any resulting fees.
e. Any tips received by the Contractor for services rendered are the Contractor’s to keep. No accounting to Deeleeo Inc. is required.
f. Deeleeo does not guarantee a minimum number of deliveries, hours of work, or amount of revenue. The Contractor retains full discretion over which Deeleeos to accept and the hours they choose to work.
g. Deeleeo does not guarantee a profit. The Contractor may incur losses due to unforeseen complications, damages, or penalties arising from negligence or failure to comply with Canadian regulations or customer requirements.
4. Deductions and Penalties
a. The Contractor authorizes Deeleeo to deduct from their earnings amounts including, but not limited to: the value of damaged or lost packages; late pickup or delivery penalties; and liability damages to third-party property. Additional deductions may apply for other breaches of this Agreement, including unacceptable conduct toward customers.
b. The Contractor has the right to submit a claim disputing any deduction. All claims must be submitted within 48 hours of the deduction notification. Late claims will not be processed.
c. The Contractor will be notified of any penalization via email, text message, phone call, or in-app notification.
5. Cancellations and Transfers
a. The Contractor may cancel an accepted Deeleeo without penalty if cancellation occurs more than 24 hours before the scheduled pickup window.
b. Cancellations within 24 hours of the pickup window may incur a cancellation fee of up to 30% of the applicable commission or $30, whichever is greater. This fee applies per individual Deeleeo or per bundle.
c. Once a Deeleeo has been picked up, cancellation is not permitted. In the event of an unforeseen circumstance, the Contractor must contact Deeleeo Support. If/when possible, the Contractor can also use the Help Me/Transfer Deeleeo function. The Contractor will not be compensated for transferred Deeleeos and may incur additional fees depending on the circumstances.
d. The Contractor may engage a Helper Agent for larger loading and unloading tasks, subject to a reduction in commission earned, in accordance with Deeleeo’s helper process.
6. Expenses and Equipment
a. Deeleeo Inc. is not responsible for reimbursing the Contractor’s personal expenses, including but not limited to meals, cell phone usage, and motor vehicle violation tickets incurred due to the Contractor’s negligence.
b. The Contractor is solely responsible for the maintenance and upkeep of their vehicle or other mode of delivery, and for any damages arising from its use.
c. Any equipment or branded clothing provided by Deeleeo Inc. must be returned upon request. The Contractor is liable for replacement costs associated with items that are lost, stolen, damaged, or otherwise unrecoverable.
d. Contractors who receive Deeleeo branded clothing agree to wear it as regularly as hygienically reasonable, and to keep it clean and presentable. Additional or replacement items may be purchased at a price set by Deeleeo.
7. Valet Services
a. Contractors wishing to perform vehicle valet services must submit a completed insurance policy form and a 5-year Driver’s Abstract for evaluation before being approved.
b. Approved valet Contractors are liable for a $2,500 deductible for any damages or losses to a vehicle occurring during a valet, including windshield damage, if Deeleeo elects to make an insurance claim.
c. Only the Contractor assigned to a valet may complete it. If the Contractor permits another person to perform a valet on their behalf, the Contractor remains fully responsible for any damages or losses caused, and must provide prior written consent. Contractors who do not comply with Deeleeo’s valet insurance requirements will not qualify to perform valet services.
8. Age-Restricted Deliveries
a. To deliver alcohol or other age-restricted items, the Contractor is encouraged to hold and submit a valid provincial liquor serving certificate.
b. Violation of age-restricted delivery laws or Deeleeo processes will result in escalating penalties:
First violation: The greater of $25, the cost of the goods, or the full commission for the delivery.
Second violation: The greater of $100, the cost of the goods, or the full commission, plus a mandatory test before the Contractor may continue on the Platform.
Third violation: The Contractor’s entire account balance, plus account suspension.
9. Conduct and Professional Standards
a. The Contractor agrees to dress appropriately in clean, professional attire (casual, business casual, or business professional). Clothing must be free from holes, tears, offensive language, or inappropriate imagery. Religious and cultural attire is exempt from these requirements.
b. Smoking of any kind is prohibited while performing any Deeleeo. Complaints or evidence of smoking during deliveries will result in penalties in accordance with the misconduct provisions below, and may include product replacement costs.
c. Misconduct that reflects negatively on Deeleeo Inc. will result in escalating penalties:
-First notice: The greater of $25 or the cost of any damaged/lost goods.
-Second notice: The greater of $100 or the cost of any damaged/lost goods, plus a potential temporary suspension.
-Third notice: The Contractor’s entire account balance, plus permanent ban from the Platform.
d. The Contractor agrees to remain responsive to communications from Deeleeo Inc., including texts, emails, and calls. Failure to respond within 24 hours, or within the required timeframe for an active Deeleeo, may result in penalties.
10. Compliance and Legal Obligations
a. The Contractor agrees to comply with all applicable laws, regulations, and mandates, including motor vehicle regulations, traffic laws, and local health mandates, while performing services for Deeleeo Inc.
b. The Contractor is solely responsible for obtaining any permits, insurance, and equipment required to transport accepted Deeleeos. The Contractor assumes all risk of loss or damage to any person or property from the point of pickup to the point of delivery.
c. Deeleeo Inc. has zero tolerance for contraband or items deemed illegal or harmful under Canadian law. The Contractor accepts full personal liability for violations of this policy.
d. The Contractor is responsible for their own source deductions and tax withholdings, including income tax remittances to the Canada Revenue Agency. Deeleeo Inc. has no obligation to track or report the Contractor’s time or earnings for tax purposes.
e. A criminal background check, at the Contractor’s expense, is required prior to approval as a Delivery Agent and must be renewed every 2 years. Convictions within the last 7 years may disqualify the Contractor from using the Platform.
11. Non-Solicitation
a. The Contractor shall not solicit any Deeleeo merchant or customer for personal business while holding an active Delivery Agent account. Violation of this clause may result in account suspension and Deeleeo’s right to withhold all outstanding payments.
b. If the Contractor is approached or solicited by a merchant or customer, they must report the incident to Deeleeo administration within 24 hours, including the identity of the soliciting party and details of the solicitation.
12. Subagents and Team Accounts
a. Contractors holding a Delivery Subagent account are subject to all terms and conditions applicable to standard Delivery Agents under this Agreement.
b. Contractors holding a Delivery Agent Boss account are responsible and fully liable for all Subagents within their team.
13. Intellectual Property
a. All intellectual property rights in any app, website, software, documentation, data, databases, or other work created or contributed to by the Contractor in the course of performing services under this Agreement shall vest in and be the exclusive property of Deeleeo Inc. The Contractor hereby assigns to Deeleeo Inc. all right, title, and interest in such intellectual property, free from any liens, charges, or encumbrances. The Contractor agrees to provide all information reasonably requested by Deeleeo to give full effect to this assignment.
14. Privacy and Contact Information
a. The Contractor’s personal information provided to Deeleeo Inc. will be held and used in accordance with the Deeleeo Inc. Privacy Policy.
b. The Contractor agrees to make their first name, personal phone number and address available to customers they are actively serving, and to Deeleeo administration, for communication purposes.
15. General Provisions
a. This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior, contemporaneous, and future agreements, arrangements, representations, and understandings between Deeleeo Inc. and the Contractor, whether written or oral. No other agreement — past, present, or future — shall have any force or effect unless expressly incorporated into this Agreement in writing and signed by an authorized representative of each party. No modification to this Agreement will be binding unless made in writing and signed by an authorized representative of each party.
b. Neither party may assign or transfer this Agreement, or any rights or obligations under it, in whole or in part, without the prior written consent of the other party.
c. Deeleeo Inc. has the right to withhold payment or penalize the Contractor for any breach of this Agreement.
16. Dispute Resolution and Governing Law
a. This Agreement is governed by and construed in accordance with the laws of the Province of British Columbia, Alberta, Saskatchewan, Manitoba, and the applicable federal laws of Canada, without regard to conflict of law principles.
b. In the event of a dispute arising out of or in connection with this Agreement, the parties agree to first attempt to resolve the matter through good-faith negotiation. If the dispute is not resolved within 30 days of written notice, either party may refer the matter to mediation administered by a mutually agreed mediator in Alberta. If mediation fails, the dispute shall be finally resolved by binding arbitration in Alberta in accordance with the Arbitration Act (Alberta), and the decision of the arbitrator shall be final and binding on both parties.
c. Notwithstanding the above, Deeleeo Inc. reserves the right to seek injunctive or other equitable relief in a court of competent jurisdiction in Alberta to protect its confidential information, intellectual property, or other proprietary interests.
17. Confidentiality
a. During the term of this Agreement and for a period of two (2) years following its termination, the Contractor agrees to hold in strict confidence all Confidential Information of Deeleeo Inc. “Confidential Information” means any non-public information relating to Deeleeo’s business, including but not limited to: customer lists and contact information, merchant and partner relationships, pricing models and commission structures, delivery routes and platform processes, software, technology, and trade secrets.
b. The Contractor shall not disclose, reproduce, or use any Confidential Information for any purpose other than performing services under this Agreement. Upon termination, the Contractor shall promptly return or destroy all Confidential Information in their possession.
18. Indemnification
a. The Contractor agrees to indemnify, defend, and hold harmless Deeleeo Inc., its officers, directors, employees, agents, and successors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (a) the Contractor’s performance of services under this Agreement; (b) the Contractor’s negligence, misconduct, or wilful act or omission; (c) any breach by the Contractor of this Agreement; (d) any injury to persons or damage to property caused by the Contractor in the course of performing services; or (e) the Contractor’s failure to comply with applicable laws or regulations.
b. This indemnification obligation survives the termination of this Agreement.
19. Insurance Requirements
a. The Contractor is responsible for obtaining and maintaining, at their own expense, all insurance coverage required by applicable law, including but not limited to valid motor vehicle insurance meeting the minimum requirements of the province in which they operate. It is the Contractor’s sole responsibility to ensure their personal auto insurance policy covers commercial delivery activity. Deeleeo Inc. makes no representation that any particular policy will provide coverage for services performed under this Agreement.
b. The Contractor shall provide proof of valid insurance to Deeleeo Inc. upon request. Failure to maintain adequate insurance is a material breach of this Agreement and may result in immediate suspension or termination of the Contractor’s account.
20. Data Protection and Privacy
a. In the course of performing services, the Contractor may have access to personal information belonging to Deeleeo customers, including names, addresses, and contact details. The Contractor agrees to: (a) collect, use, and disclose such personal information only to the extent necessary to complete the assigned delivery or valet; (b) comply with the Personal Information Protection and Electronic Documents Act (PIPEDA) and any applicable provincial privacy legislation; (c) not retain, copy, share, sell, or otherwise misuse customer personal information; and (d) promptly notify Deeleeo Inc. of any actual or suspected unauthorized access to or disclosure of customer information.
b. Breach of this clause is a material breach of this Agreement and may result in immediate termination of the Contractor’s account, in addition to any legal remedies available to Deeleeo Inc.
21. Contractor Classification Acknowledgement
a. The Contractor expressly acknowledges and agrees that: (a) they are operating as an independent business and not as an employee of Deeleeo Inc.; (b) they have the right to perform services for other clients and platforms, provided there is no conflict with this Agreement; (c) they are solely responsible for all business expenses, tools, and equipment required to perform their services; (d) Deeleeo Inc. exercises no control over the manner or method by which the Contractor performs their services, beyond establishing reasonable platform standards; and (e) they have had the opportunity to seek independent legal advice before entering into this Agreement.
b. The parties agree that if any governmental authority determines that the Contractor is an employee rather than an independent contractor, such determination shall not be deemed retroactive unless required by law, and the parties will cooperate in good faith to restructure the arrangement accordingly.
22. Non-Disparagement
a. During the term of this Agreement and for a period of one (1) year following its termination, the Contractor agrees not to make any false, misleading, or disparaging statements — whether oral, written, or through any digital or social media platform — about Deeleeo Inc., its officers, employees, services, or business practices that could reasonably harm the reputation or goodwill of Deeleeo Inc.
b. This clause does not restrict the Contractor from making truthful statements in the context of a legal proceeding, regulatory inquiry, or complaint filed with a government authority. Nothing in this clause limits the Contractor’s rights under applicable employment or labour standards legislation.
Acknowledgement and Acceptance
By accepting this Agreement electronically through the Deeleeo app or website, the Contractor acknowledges that they have read, understood, and agree to be bound by the terms and conditions set out above, as well as pay the $25 registration fee. This electronic acceptance is made in consideration of, among other things, the registration fee paid by the Contractor.