Courier & Last-Mile Delivery Services Agreement (Canada)

This Agreement is made between:

Vinkol Group Inc., a company incorporated in Canada, operating its courier, logistics, delivery and technology services under the Vinkol Logistics brand (“Vinkol”, “we”, “us”, “our”); and

the individual, business, merchant, e-commerce store, organization or other entity that registers for or uses the Vinkol Platform and accepts this Agreement (“Customer”, “you”, “your”).

For purposes of this Agreement:

“Delivery” means the transportation and delivery of Goods from a Pickup Location to a Delivery Location through the Vinkol Platform.

“Goods” means items, products, packages, documents, groceries or other permitted items submitted for delivery.

“Merchant” means a business, e-commerce store, retailer or other commercial customer using Vinkol to arrange deliveries to its customers.

“Customer” means an individual or business using Vinkol to arrange a delivery, whether for personal or commercial purposes.

“Courier” or “Rider” means an independent delivery person, courier, driver or other delivery service provider assigned to perform a Delivery.

“Pickup Location” means the location from which the Goods are collected.

“Delivery Location” means the address or designated location where the Goods are to be delivered.

“Order” means a request submitted through the Vinkol Platform for the purchase, pickup, transportation or delivery of Goods or related services.

“Delivery Fee” means the applicable fee charged for a Delivery, as displayed or otherwise communicated through the Platform.

“Platform” means Vinkol’s website, mobile application, software, technology infrastructure and related services.

“Proof of Delivery” means information or evidence confirming the completion or attempted completion of a Delivery, which may include a recipient confirmation, electronic signature, photograph, GPS/location data, timestamp or other delivery record.

“Business Day” means a day other than a Saturday, Sunday or statutory holiday in Ontario.

Headings are for convenience only. “Including” means “including without limitation.”

2.1 Vinkol provides technology-enabled courier, logistics and last-mile delivery services connecting customers, e-commerce businesses, merchants and other businesses with available delivery resources.

2.2 Depending on the service selected, Vinkol may facilitate:

• pickup and delivery of Goods;
• same-day or scheduled deliveries;
• e-commerce order fulfilment and last-mile delivery;
• grocery and retail deliveries;
• business-to-business deliveries;
• business-to-consumer deliveries;
• customer-to-customer deliveries;
• document and package delivery; and
• other logistics services made available through the Platform.

2.3 Vinkol may use employees, independent contractors, couriers, riders, drivers, logistics partners or other service providers to perform or facilitate Deliveries.

2.4 A Delivery request is not confirmed until Vinkol or an available Courier accepts the request through the Platform or otherwise confirms the Delivery.

2.5 Vinkol does not guarantee that a Courier will always be available, that a Delivery will be accepted, or that a Delivery can be completed within a particular timeframe where circumstances outside Vinkol’s reasonable control affect the service.

2.6 Estimated pickup and delivery times are estimates only unless Vinkol expressly identifies a service as carrying a guaranteed delivery commitment.

3.1 You are responsible for providing complete and accurate information required to perform the Delivery, including, where applicable:

• pickup address;
• delivery address;
• recipient name;
• recipient contact information;
• package description;
• package quantity;
• package dimensions and weight;
• special handling instructions; and
• any information reasonably required for safe and lawful transportation.

3.2 Merchants are responsible for ensuring that Goods are properly packaged, labelled and ready for collection before the Courier arrives.

3.3 You must ensure that the Goods presented for Delivery:

• are legally permitted to be transported;
• are accurately described;
• are properly packaged;
• are reasonably protected against damage during ordinary transportation; and
• do not contain prohibited or restricted items unless Vinkol has expressly agreed in writing to transport them.

3.4 You must not knowingly provide inaccurate information concerning the contents, value, weight, dimensions or destination of Goods.

3.5 Where a Delivery requires age verification, identification, signature, payment collection or another special condition, you must clearly communicate that requirement through the Platform or before the Delivery is accepted.

4.1 Unless expressly authorized by Vinkol in writing and transported in accordance with all applicable laws and regulations, the following Goods are prohibited:

• illegal drugs or controlled substances;
• firearms, ammunition and prohibited weapons;
• explosives or explosive materials;
• hazardous or dangerous substances;
• stolen or counterfeit goods;
• unlawfully obtained goods;
• goods intended to facilitate criminal activity;
• biological or hazardous materials;
• improperly packaged dangerous goods;
• items that pose an unreasonable risk to a person, vehicle or property;
• obscene or unlawful material;
• live animals, except where specifically approved;
• cash or negotiable instruments, except where expressly permitted;
• prescription medications or other regulated products where required authorization is absent; and
• any other goods prohibited by applicable law or Vinkol's policies.

4.2 Alcohol, cannabis, tobacco, vaping products, pharmaceuticals and other regulated products may only be transported where permitted by applicable federal, provincial and municipal laws and where Vinkol has expressly enabled the applicable service.

4.3 Vinkol may refuse, cancel, intercept or return any Delivery where it reasonably believes that the Goods are prohibited, unsafe, improperly packaged, unlawfully transported or otherwise inconsistent with this Agreement.

4.4 You remain responsible for the legal status and accuracy of the Goods you submit for Delivery.

5.1 The Customer must ensure that Goods are available at the Pickup Location at the scheduled or estimated pickup time.

5.2 A Courier may refuse to collect Goods where:

• the Goods do not correspond with the Order;
• the Goods are improperly packaged;
• the Goods appear unsafe or prohibited;
• the package materially exceeds the declared dimensions or weight;
• required information is missing; or
• the Courier reasonably believes that accepting the Goods would create a safety, legal or operational risk.

5.3 At delivery, the Courier may request reasonable confirmation from the recipient, including a name, signature, electronic confirmation, identification or other verification where applicable.

5.4 Where the recipient is unavailable, Vinkol or the Courier may attempt to contact the recipient using the information provided.

5.5 Where delivery cannot reasonably be completed, Vinkol may:

• make a reasonable additional delivery attempt;
• return the Goods to the Pickup Location;
• deliver the Goods to an approved alternative location;
• hold the Goods temporarily; or
• take another reasonable action based on the circumstances.

5.6 Additional charges may apply where a Delivery cannot be completed because of inaccurate information, recipient unavailability, excessive waiting time, incorrect packaging or circumstances attributable to the Customer or Merchant.

6.1 Delivery pricing is determined based on factors that may include:

• distance;
• location;
• package size and weight;
• delivery type;
• timing;
• availability of delivery resources;
• waiting time;
• number of packages;
• special handling requirements; and
• other applicable service charges.

6.2 The applicable Delivery Fee will generally be displayed before an Order is confirmed.

6.3 Payment may be collected through the Platform, by an approved payment method, through a Merchant account or under separately agreed commercial payment terms.

6.4 You authorize Vinkol and its payment service providers to charge the applicable fees to the payment method associated with your account.

6.5 All applicable taxes, including HST and other legally applicable charges, are payable in addition to the applicable service fees unless expressly stated otherwise.

6.6 Business accounts may be subject to invoicing and payment terms established by Vinkol.

6.7 Vinkol may suspend or restrict services where amounts owing remain unpaid after the applicable payment deadline.

7.1 You may cancel an Order before a Courier has commenced the applicable Delivery, subject to any cancellation fee disclosed at the time of booking.

7.2 Once a Courier has accepted or commenced a Delivery, cancellation fees may apply.

7.3 Where Vinkol is unable to complete a Delivery because of circumstances attributable to Vinkol, Vinkol may refund all or part of the applicable Delivery Fee, depending on the circumstances.

7.4 No refund is automatically payable where a Delivery fails because of:

• an incorrect or incomplete address;
• recipient unavailability;
• refusal by the recipient;
• inaccurate information provided by the Customer;
• prohibited Goods;
• inadequate packaging;
• failure to provide required access;
• unreasonable waiting time;
• failure to comply with delivery instructions; or
• another circumstance attributable to the Customer or Merchant.

7.5 Claims concerning missing, damaged or incorrectly delivered Goods should be submitted through the Platform or to Vinkol within 72 hours of the applicable Delivery, unless a different period is required by law or agreed in writing.

7.6 Vinkol may require reasonable supporting information, including photographs, invoices, proof of value, order information and other documentation, to investigate a claim.

8.1 Vinkol will use commercially reasonable measures to facilitate the safe transportation of Goods.

8.2 The Customer acknowledges that ordinary transportation may involve risks including delay, accidental damage, loss, theft or unsuccessful delivery.

8.3 Where Goods are lost or damaged while under Vinkol’s control, Vinkol’s responsibility will be determined in accordance with applicable law and any applicable service terms, declared-value coverage or commercial agreement.

8.4 Unless expressly agreed otherwise, Vinkol is not responsible for:

• inherent defects in Goods;
• inadequate or defective packaging;
• damage caused by the nature of the Goods;
• inaccurate declarations;
• prohibited Goods;
• consequential or indirect losses; or
• loss of business, revenue or profits resulting from a Delivery delay or failure.

8.5 Merchants are responsible for maintaining appropriate insurance for their Goods, inventory, products and business operations where appropriate.

9.1 Vinkol may collect and maintain Proof of Delivery information for the purpose of confirming service completion, resolving disputes, improving operations and protecting customers, merchants and delivery personnel.

9.2 Proof of Delivery may include:

• recipient confirmation;
• electronic signature;
• photograph of the delivered package;
• delivery timestamp;
• GPS or location information;
• Courier identification;
• delivery notes; or
• other operational records.

9.3 Where a delivery photograph is taken, it should generally focus on the Goods and delivery location rather than individuals.

9.4 You may not misuse, reproduce, publish or distribute Proof of Delivery information for purposes unrelated to the applicable Delivery, except where permitted by law or authorized by Vinkol.

10.1 You are responsible for maintaining accurate account information.

10.2 You must keep your login credentials secure and must promptly notify Vinkol if you believe your account has been compromised.

10.3 You must not:

• create an account using false information;
• impersonate another person or business;
• use another person's account without authorization;
• maintain multiple accounts for the purpose of circumventing Platform restrictions;
• manipulate delivery records;
• interfere with the Platform;
• attempt to access another user's information;
• scrape or extract Platform data without authorization; or
• use the Platform for unlawful purposes.

10.4 Vinkol may suspend or restrict an account where it reasonably suspects fraud, abuse, unauthorized access, unlawful activity or a material breach of this Agreement.

11.1 Merchants may integrate their e-commerce operations with Vinkol for the purpose of fulfilling customer orders.

11.2 Merchants remain responsible for:

• accepting and processing their customer orders;
• product availability;
• product pricing;
• product descriptions;
• taxes applicable to the sale of their products;
• customer refunds relating to the underlying purchase;
• product warranties;
• compliance with applicable consumer protection laws; and
• ensuring that Goods are legally permitted to be sold and delivered.

11.3 Vinkol’s responsibility is generally limited to the logistics and delivery services expressly accepted by Vinkol.

11.4 Vinkol is not the seller of Goods supplied by an independent Merchant unless expressly identified as the seller in the applicable transaction.

11.5 A Merchant may be required to provide Vinkol with information necessary to fulfil an Order, including the customer’s name, delivery address, telephone number, order number and delivery instructions.

12.1 Each party will comply with applicable Canadian privacy and data protection legislation, including the Personal Information Protection and Electronic Documents Act (PIPEDA) where applicable and applicable provincial privacy legislation.

12.2 Vinkol may collect, use and disclose information reasonably required to:

• create and administer accounts;
• process Orders;
• facilitate Deliveries;
• communicate with Customers, Merchants and Couriers;
• process payments;
• provide customer support;
• investigate disputes;
• prevent fraud and abuse;
• improve Platform performance;
• comply with legal obligations; and
• protect the safety and security of the Vinkol network.

12.3 Merchants are responsible for ensuring that they have an appropriate legal basis and any required consent or authorization to provide customer information to Vinkol for delivery purposes.

12.4 Customers and Merchants must only use recipient information obtained through Vinkol for legitimate purposes connected with the applicable transaction or as otherwise permitted by law.

13.1 Vinkol retains all rights, title and interest in its Platform, software, technology, trademarks, branding, systems and proprietary materials.

13.2 You retain ownership of your business information, product information, content and materials submitted to Vinkol.

13.3 By using the Platform, you grant Vinkol a non-exclusive, limited licence to use information and materials submitted by you to the extent reasonably necessary to provide, operate, improve and support the Services.

13.4 You may not copy, reverse engineer, reproduce, modify, distribute or commercially exploit Vinkol’s Platform, technology, trademarks or proprietary systems without Vinkol’s written authorization.

14.1 Vinkol may display its branding on vehicles, delivery equipment, applications, communications and other operational materials.

14.2 Merchants may not represent that they are owned, operated or endorsed by Vinkol unless expressly authorized.

14.3 Vinkol may identify participating Merchants or businesses as customers or delivery partners in marketing materials only where permitted by applicable law and any applicable commercial agreement.

14.4 Neither party may use the other’s trademarks, logos or branding without appropriate authorization.

15.1 Vinkol will use commercially reasonable efforts to provide the Services.

15.2 Vinkol does not guarantee uninterrupted or error-free Platform availability or that every Delivery request will be accepted.

15.3 Vinkol will not be responsible for delays or failures caused by circumstances beyond its reasonable control, including:

• severe weather;
• traffic incidents;
• road closures;
• natural disasters;
• labour disruptions;
• government restrictions;
• public emergencies;
• telecommunications or internet failures;
• payment network failures;
• cyber incidents;
• shortages of delivery resources; or
• other circumstances beyond Vinkol's reasonable control.

16.1 The Platform and Services are provided on an “as available” basis, subject to the express commitments contained in this Agreement and applicable law.

16.2 Vinkol does not warrant:

• uninterrupted Platform availability;
• a particular Courier being available;
• a particular delivery time unless expressly guaranteed;
• that every Delivery request will be accepted;
• that Goods will be delivered without delay; or
• any particular commercial result from using Vinkol's Services.

16.3 Nothing in this Agreement excludes or limits liability that cannot legally be excluded or limited, including liability for death or personal injury caused by negligence, fraud or other liability that cannot lawfully be restricted.

16.4 To the maximum extent permitted by law, neither party will be liable to the other for indirect, incidental, special or consequential losses, including loss of profits, revenue, business opportunities or goodwill.

16.5 Subject to applicable law, Vinkol’s aggregate liability arising from a particular Delivery will not exceed the amount paid to Vinkol for that Delivery, except where a different liability limit is expressly established under a separate written commercial agreement.

17.1 You agree to indemnify and hold harmless Vinkol, its affiliates, directors, officers, employees, contractors and service providers from claims, losses, damages, liabilities and reasonable costs arising from:

• your breach of this Agreement;
• your unlawful use of the Platform;
• prohibited or improperly declared Goods;
• inadequate packaging;
• infringement of third-party intellectual property rights;
• inaccurate information supplied by you;
• your products or Goods;
• your violation of applicable law; or
• claims arising from your relationship with your customers or recipients.

17.2 This clause does not apply to the extent that the relevant loss was caused by Vinkol’s own negligence, wilful misconduct or other conduct for which Vinkol cannot lawfully require indemnification.

18.1 Each party will protect the other’s confidential and non-public business information and use it only for purposes connected with this Agreement.

18.2 Confidential information does not include information that:

• is publicly available without breach of this Agreement;
• was lawfully known before disclosure;
• is independently developed; or
• must be disclosed by law or lawful governmental authority.

19.1 This Agreement begins when you create an account, accept this Agreement or otherwise use the Vinkol Platform and continues until terminated.

19.2 You may close your account at any time, subject to outstanding Orders, payments and obligations.

19.3 Vinkol may suspend or terminate an account where:

• you materially breach this Agreement;
• you engage in fraud or unlawful conduct;
• you submit prohibited Goods;
• you repeatedly fail to pay amounts owing;
• your account creates a safety or security risk;
• you misuse the Platform; or
• termination is otherwise permitted by applicable law.

19.4 Where reasonably practicable, Vinkol may provide notice and an opportunity to remedy a breach before termination.

19.5 Vinkol may suspend an account immediately where reasonably necessary to protect Customers, Merchants, Couriers, the public, the Platform or Vinkol’s business.

19.6 Clauses relating to payment obligations, prohibited Goods, privacy, intellectual property, confidentiality, liability, indemnification and other provisions intended by their nature to survive termination will continue after termination.

20.1 Vinkol may update this Agreement from time to time to reflect changes to its Services, technology, business operations, legal requirements or regulatory obligations.

20.2 Where required by law, Vinkol will provide reasonable notice of material changes.

20.3 The applicable version number and effective date will be identified on the Platform.

20.4 Continued use of the Platform after the effective date of an updated Agreement constitutes acceptance of the updated Agreement where permitted by applicable law.

21.1 This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.

21.2 The parties submit to the applicable courts of Ontario for disputes arising from this Agreement, subject to any mandatory rights or jurisdiction provided by applicable law.

21.3 You may not assign this Agreement without Vinkol’s prior written consent, except where permitted by law.

21.4 Vinkol may assign this Agreement to an affiliate, successor or purchaser of all or substantially all of its business or assets.

21.5 This Agreement, together with any applicable service terms, pricing terms, privacy policy and commercial agreements, constitutes the agreement between the parties concerning the Vinkol Services.

21.6 If any provision is found to be invalid or unenforceable, the remaining provisions will continue in effect.

21.7 A failure to enforce any provision of this Agreement does not constitute a waiver of that provision.

21.8 No person other than the parties to this Agreement and their permitted successors and assigns may enforce its terms, except where applicable law provides otherwise.

The following Goods may not be submitted for delivery unless expressly approved by Vinkol and permitted by applicable law:

1. Illegal drugs or controlled substances.
2. Firearms, ammunition or prohibited weapons.
3. Explosives and explosive materials.
4. Hazardous or dangerous goods that are not properly declared, packaged and authorized.
5. Stolen or counterfeit goods.
6. Goods intended to facilitate illegal activity.
7. Biological or hazardous materials.
8. Live animals unless expressly approved.
9. Cash or negotiable instruments unless expressly approved.
10. Prescription medication or regulated pharmaceuticals where required authorization is absent.
11. Cannabis, alcohol, tobacco and vaping products except where expressly enabled and legally permitted.
12. Any product prohibited from transportation under applicable Canadian, provincial or municipal law.
13. Any item that presents an unreasonable risk to the Courier, recipient, public, vehicle or property.
14. Any other category designated as prohibited by Vinkol from time to time.

Merchants using Vinkol for e-commerce fulfilment are responsible for:

• accurate customer and delivery information;
• accurate order information;
• proper product packaging;
• appropriate product labelling;
• ensuring products are legal to sell and transport;
• ensuring products comply with applicable consumer protection laws;
• making products available for pickup within the agreed timeframe;
• communicating special delivery requirements;
• addressing customer disputes relating to the underlying sale;
• maintaining appropriate product and commercial insurance; and
• paying applicable Vinkol service fees and taxes.

Vinkol is responsible for the logistics services expressly accepted by Vinkol and does not assume responsibility for the Merchant’s underlying sale of Goods.