Booze Buddy Online Contractor Terms

Unless an agreement currently exists between Booze Buddy and Contractor, these terms (the "Terms") shall constitute the entire understanding between Booze Buddy ("Booze Buddy") and the firm ("Contractor") supplying Contracted Alcohol Delivery Services (“The Services”) under the applicable order document ("Order"). Mutual signature of an Order Document shall be deemed Contractor's acceptance of these terms. If an agreement currently exists between Booze Buddy and Contractor, the Order shall be subject to the terms and conditions of that agreement in lieu of these Terms.

 

1.   Term

The term of this Agreement shall begin on The date set forth in the Order Document and continue in effect for an initial period of twelve (12) months (“Initial Term”) and, thereafter, the term will automatically renew for subsequent twelve (12) month periods (“Renewal Term”) unless either party provides written notice of non-renewal via email to the other party at least sixty (60) days prior to the expiration of the Initial Term of then-current Renewal Term (“Term”). 

2.    Scope of Work

The Contractor agrees to perform the following:

• Receive, act upon, and deliver customer orders within the city(s) specified in the Order Document as they occur and are communicated through the Booze Buddy website (herein referred to as the “Site”), or through the communication of a Booze Buddy representative. 
• Complete all deliveries within 1 hour(s) from the time the order notification is received. If an order cannot be delivered within this specified time frame, it is the Contractor’s responsibility to promptly notify a Booze Buddy representative.
• Deliver promotional materials or other items as mutually agreed with orders, as provided by a Booze Buddy representative from time to time.
• Communicate any issues and instances that may arise from customer orders or Site operations to a Booze Buddy representative as they occur. These issues and instances may include but are not limited to: 

• Customer failing to comply with the Liquor License Act (Ontario), as amended, and the regulations made thereunder (and other applicable laws). 
• Customer breaching or failing to comply with the Terms of Use of the Booze Buddy service, or Contractor’s delivery policy or similar rules.
• Customer failing to pay at the door in the event of a Cash on Delivery order.
• In the event a product ordered is out of stock at the LCBO, Beerstore, or any other AGCO permitted alcohol retailer (“Retailer”), the Contractor will be responsible for promptly contacting (i) the Customer by telephone to resolve the issue at the number provided in the order details; and (ii) Booze Buddy, in order to permit Booze Buddy to make necessary adjustments to ensure the customer is accurately charged for the purchase and the Contractor is accurately compensated.

• The Contractor will be responsible for ensuring that its employed delivery drivers and or agents are responsible and accountable for completing the above mentioned deliverables.

 

To support the execution of the services outlined in this Agreement, Booze Buddy agrees to perform the following:

• Provide compensation and payment for all performed services as outlined in Section 3.  
• Prepare and provide customer service reports as requested.
• Have a Booze Buddy representative available to support any issues with the Site, the Site’s process and functions, and similar issues.

    

Additional services or amendments to the services described above may be agreed upon between the parties.

3.     Compensation

Subject to providing the services as outlined in the Scope of Work above, the Contractor will be compensated for the cost of the products purchased by the Contractor for the purpose of fulfilling Booze Buddy orders during the applicable Period (as defined below). The Contractor must keep copies of all receipts for these purchases, and make them reasonably available to Booze Buddy for inspection during regular business hours on 24 hours’ notice and/or provide Booze Buddy with copies of these receipts, on request, and at no charge. If a copy of a receipt has not been kept, the cost of the products purchased will be equal to the product SKU number as listed on the Retailer’s official website on the date the order was placed. Additionally, the Contractor will be paid an agreed upon price as specified in the Order Form per completed order fulfilled for Booze Buddy during that same Period.

Booze Buddy will prepare a document (herein referred to as the “Invoice Document”) detailing the amount Booze Buddy owes to the Contractor for the following costs accumulated over the Period:

• The cost of Retailer’s products purchased by the Contractor for the purpose of fulfilling Booze Buddy orders during the Period. This number will be calculated by a sales reports pulled from the Site.
• The number of orders successfully completed and fulfilled by the Contractor during the Period multiplied by the agreed upon delivery rate set out in the Order Document per order. The number of completed deliveries for the Period will be calculated by a sales report generated from the Site.

Contractor agrees to assume the responsibility of reviewing this Invoice Document to ensure its accuracy and completeness, and to keep accurate and verifiable receipts, documents, and transactional information for clear comparison in the event of a payment dispute. 

Booze Buddy will issue a payment for the amounts accumulated and owed during each Period via E-transfer, or such other method of payment as the parties may agree from time to time by the date set forth in the Order Document.

• Period

The agreed upon Period is a number of days as set forth in the Order Document or such other Period as the parties may agree from time to time. The Period shall begin on such date as the parties may agree. 

If the total amount due to Contractor exceeds the amount set out in the Order Document within a Period, upon written request from the Contractor, Booze Buddy will make an interim payment of such amount by e-transfer to the Contractor. The amount of the interim payment will be deducted from the total due by Booze Buddy to the Contractor at the end of the Period.

4.     Relationship

The Contractor will provide the Contractor’s services to Booze Buddy as an independent contractor and not as an employee.

 

Accordingly:

• The Contractor agrees that Booze Buddy shall have no liability or responsibility for the withholding, collection, or payment of any taxes, employment insurance premiums or Canada Pension Plan contributions on any amounts paid by Booze Buddy to the Contractor or amounts paid by the Contractor to its employees or contractors. The Contractor also agrees to indemnify Booze Buddy and to hold it harmless from any and all claims in respect to Booze Buddy’s failure to withhold and/or remit any taxes, employment insurance premiums or Canada Pension Plan contributions, including from and against any order, penalty, interest or tax that may be assessed or levied against Booze Buddy as a result of its failure or delay to make such payments or to file any return or information required by any law or regulation.

 

• The Contractor agrees that as an independent contractor, the Contractor will not be qualified to participate in or to receive any employee benefits that Booze Buddy may extend to its employees.

 

• The Contractor has no authority to and will not exercise or hold itself out as having any authority to enter into or conclude any contract or to undertake any commitment or obligation for, in the name of, or on behalf of Booze Buddy.

• Booze Buddy will not be responsible for and will not compensate the Contractor for any fines or other penalties issued to the Contractor or its drivers during the performance by the Contractor of the services outlined in this Agreement including, without limitation, fines or penalties issued under the Liquor License Act (Ontario), as amended. 

5.     Confidentiality

The Contractor hereby acknowledges that it has read and agrees to be bound by the terms and conditions of Booze Buddy’s Confidentiality Agreement attached hereto as Schedule “A” and which forms a part of this Agreement. 

 

6.     Termination

The independent contractor relationship contemplated by this Agreement is to conclude if either party submits notice of non-renewal after the Initial Term as per Section 1 herein, unless terminated earlier as set forth below. The Contractor agrees that no additional advance notice or fees in lieu of notice are required in the event the relationship terminates by notice of non-renewal. 

Booze Buddy may terminate this Agreement at any time without notice or any further payment if the Contractor is in breach of any of the terms of this Agreement. Booze Buddy may terminate this Agreement at any time at its sole discretion, upon providing to the Contractor 30 calendar days advance written notice of its intention to do so. Upon receipt of such notice the Contractor may waive notice in which event this Agreement shall terminate immediately.

Contractor may terminate for uncured breach by Booze Buddy after giving notice of the breach only if the breach is not cured 60 days after notice is received by Booze Buddy.

Upon termination of this Agreement by either party, the Contractor shall be entitled to receive as its full and sole compensation under this Agreement, at the time specified in Section 3, all payments of amounts accumulated and owed by Booze Buddy to the Contractor under this Agreement to the date of termination. 

7.     Limitation of Liability

In no event will Booze Buddy, its officers, directors, employees, or agents be liable to the Contractor for any incidental, indirect, special, consequential or punitive damages or lost profits. The aggregate total liability of Booze Buddy, its officers, directors, employees or agents to the Contractor shall not exceed the total dollar value of the Delivery Fees paid by Booze Buddy to the Contractor over the 6 month period leading up to the incident that gave rise to the dispute.

8.     Representations and Warranties 

The Contractor represents and warrants that:

The Contractor has all rights and authority to enter into this Agreement and perform the services as described in the Scope of Work section.

All drivers under the employment, contract, or agency of the Contractor have valid copies of, and have completed and or are in the possession of, all licenses (Ontario Drivers License), certifications (Smart Serve Certification Ontario), and other materials and or insurances required to legally perform the service of alcohol delivery in the province of Ontario.

The Contractor has an active insurance policy in place that adequately covers the Alcohol Delivery Services it is providing.

During the term of this Agreement, it shall comply with the Liquor License Act (Ontario), as amended, and the regulations made thereunder and shall cause all of its contractors, employees and all other persons who will be carrying out the services outlined in this Agreement to comply with the Liquor License Act (Ontario), as amended, and the regulations.  

9. Indemnification

The Contractor shall indemnify and save harmless Booze Buddy from any and all claims, actions, losses, expenses, costs or damages (including, without limitation, any and all legal expenses reasonably incurred) which Booze Buddy may suffer or incur as a result of any negligent act or omission of the Contractor, its employees, representatives or agents, and of and from any and all liability arising out of the failure of the Contractor to comply with the provisions of this Agreement or any applicable laws, including the Liquor License Act (Ontario), as amended, and the regulations made thereunder.

10. Notices

Any notice or communication required or permitted to be given hereunder shall  be given by email. Notice to a party will be validly given if delivered at the following email address, or such other email address as each party designates from time to time.

Any notice if sent electronically before 4:30 p.m. on a business day will be deemed to have been given on that business day; or if sent after 4:30 p.m. on a business day or on a non-business day, will be deemed to have been given on the next business day.  

11.     Dispute Resolution 

Any dispute, controversy or claim arising out of or relating to this Agreement, including any question regarding its existence, interpretation, validity, breach or termination or the business relationship created by it, other than a claim commenced in the Small Claims Court branch of the Ontario Superior Court of Justice in the City of Toronto, shall be referred to and finally resolved by arbitration conducted by a single arbitrator jointly selected by the parties. The place of the arbitration shall be the City of Toronto.  The costs of the arbitrator shall be divided equally between the parties.

12.     Obligations Surviving Termination of this Agreement 

All obligations to preserve Confidential Information and representations shared by the Booze Buddy set forth herein shall survive the termination of this Agreement.

 

13.     Entire Agreement

This Agreement, together with the attached Mutual Confidentiality Agreement located under Schedule “A”, represents the entire agreement between the parties and the provisions of this Agreement shall supersede all prior oral and written commitments, contracts and understandings with respect to the subject matter of this Agreement. This Agreement may be amended only by mutual written agreement of both parties.

 

14.   Applicable Laws and Severability

This Agreement shall be governed and construed in accordance with Ontario law. If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect. 

Schedule “A” – Confidentiality Agreement

In consideration of your engagement as an independent contractor or consultant with Booze Buddy Inc. (“Booze Buddy”), the undersigned (the “Contractor”) agrees and covenants as follows:

1. Scope. Engagement with Booze Buddy as an independent contractor (the “Engagement”) will give the Contractor access to proprietary and confidential information belonging to Booze Buddy, its customers, its suppliers and others (the proprietary and confidential information is collectively referred to in this Agreement as “Confidential Information”). Confidential Information includes but is not limited to customer lists and information, marketing plans, strategies, processes and procedures, proposals, contracts, technical and/or financial information, pricing-related information, databases, software and know-how. All Confidential Information remains the confidential and proprietary information of Booze Buddy. 

 

2. Duty of Confidentiality. The Contractor shall, both during and after the Contractor’s Engagement with Booze Buddy, keep all Confidential Information confidential and shall not use any of it except for the purpose of carrying out authorized activities on behalf of Booze Buddy.  This Agreement does not restrict disclosure or use of information that: 

(a) is already in Contractor's possession without an obligation of confidentiality, 

(b) is developed independently, 

(c) is, or becomes, publicly available without breach of this Agreement, or

(d) is received from a third party who is not bound by an obligation of confidentiality to Booze Buddy.

3. Permitted Disclosure. Contractor may only disclose Confidential Information for purposes of the Engagement to the following persons on a need to know basis: (a) its employees and agents, provided that the Contractor shall be liable to Booze Buddy for any breach by its employees and agents of the terms of this Agreement, or (b) to a third party with the prior written consent of the Booze Buddy.

 

4. Duration of Obligations. Contractor’s obligations with respect to Confidential Information shall be indefinite in duration and shall survive the termination of the Contractor’s Engagement with Booze Buddy, unless the parties expressly agree in writing otherwise.

5. Injunction. The Contractor acknowledges and agrees that any breach or threatened breach of the provisions of this Agreement will cause irreparable harm to Booze Buddy that may not be compensated for by an award of monetary damages such that the Booze Buddy is entitled to relief including, but not limited to, specific performance and injunctive relief.

 

6. Right to Compete. Except for the obligations of confidentiality and non-use contained in this Agreement, this Agreement does not limit the Contractor from (a) providing to others products or services which may be competitive with Booze Buddy’s products or services, or (b) providing products or services to others who compete with the Booze Buddy.

 

7. Severability.  If any provision in this Agreement is declared illegal or unenforceable, the provision will become void, leaving the remainder of this Agreement in full force and effect.