Contracted Service Agreement

2676305 Ontario Inc. (CanCS)

and

(“Contractor”)

regarding the performance of courier services by the Contractor

  1. The Contractor agrees to accept, carry and deliver Parcels tendered by CANCS and perform other related services, in accordance with the requirements set out in Schedule “A” (the “Services”).
  2. The parties acknowledge and agree that CANCS may, from time to time, amend Schedule “A” as CANCS, in its sole discretion, deems necessary to enable it to meet its changing requirements. Nothing in this Agreement shall be construed as providing exclusivity or any minimum commitment to the Contractor with respect to the Services.
  3. Without prejudice to any other rights or remedies available to CANCS, in equity or by law, it is understood and agreed that should the Contractor fail to provide the Services agreed upon and not cure said failure within five (5) business days following a written notice to that effect, CANCS may make alternate arrangements and the Contractor hereby agrees and covenants to pay any reasonable costs incurred by CANCS due to these alternate arrangements forthwith. CANCS may deduct such costs from any monies it owes the Contractor.
  4. The Contractor is solely responsible for all expenses incurred in the performance of the Services, including any taxes, tolls and other fees levied on routes traveled by the Contractor.
  5. Subject to all other terms and conditions in this Agreement, CANCS shall pay the Contractor in accordance with Schedule “B” as consideration for the performance of the Services.
  6. The parties acknowledge and agree that the Services under this Agreement are freight transportation services under interlining arrangements that are part of continuous freight movements and, accordingly, the Services are zero-rated for the purposes of the Goods and Services Tax (hereinafter referred to as “GST”) and Harmonized Sales Tax (hereinafter referred to as “HST”) pursuant to the Excise Tax Act, R.S.C. 1985, Chapter E-15, as amended from time to time; and the Services are zero-rated for the purposes of the Quebec Sales Tax (hereinafter referred to as “QST”), pursuant to Division VII of Chapter IV of the Quebec Sales Tax Act, R.S.Q., c.T-o1, as amended from time to time.
  7. Payment to the Contractor shall be made in Canadian funds on bi-weekly basis. Dispatch will keep a record of the packages assigned and the contractor will be paid on that basis after the verification of the packages. 
  8. Any additional service performed by the Contractor must be authorized by CANCS in advance.
  9. The Contractor covenants and agrees to furnish all labour, materials, tools and equipment necessary for the performance of the Services, and to carry out such Services diligently and in a careful and professional and competent manner that meets or exceeds the highest standards for such work in the industry, and to supply the vehicle(s) as described in Schedule “A”, and maintain the vehicle(s) based on the highest industry standards, to ensure the safe operation and uninterrupted performance of the Services.
  10. The Contractor shall ensure that any and all Parcels tendered to, provided to, or otherwise received by the Contractor in the performance of the Services, is at all times protected from theft, weather damage of any kind and all other possible danger. Any breach of this clause shall be reported immediately to CANCS. Upon termination of this Agreement, or at CANCS’s reasonable request, the Contractor shall, immediately return all such Parcels to a location designated by CANCS.
  11. The Contractor, its employees, subcontractors or other persons engaged by the Contractor in the performance of the Services shall comply with security and safety procedures in place while attending at any of CANCS’s facilities.
  12. The Contractor, its employees, subcontractors or other persons engaged by the Contractor in the performance of the Services shall be screened by the Contractor in accordance with CANCS’s security screening requirements in Schedule B. The Contractor shall retain all security screening documents and provide CANCS with access to those documents for the purpose of conducting audits, with prior written notice and during business hours, from time to time, at CANCS’s expense, unless the audit results show material irregularities or non-compliance, and then it will be at the Contractor’s expense.
  13. The Contractor shall comply with all legislation applicable under this Agreement.
  14. The Contractor shall not use CANCS trade-marks and logos without the express written consent of CANCS.
  15. The Contractor shall submit all waybills, payments and documents to CANCS on a daily basis.
  16. Subject to Section 18 which shall exclusively govern cargo loss or damage, the Contractor shall be liable to CANCS for any loss or damage to any property of CANCS and Parcels received by the Contractor under this Agreement while such property and Parcels are in the care, custody or control of the Contractor, and CANCS shall have the right to deduct the amount of such loss or damages from any monies owed to Contractor, provided however that the Contractor shall not be liable for any loss or damage to any property solely arising out of the acts or omissions of CANCS, its consignees, Customers, employees and representatives. For the purposes of this Agreement the Contractor shall be deemed to have care, custody, or control of the Parcels from the time the Parcels are tendered to the Contractor to the point of delivery of the Parcels to the Customers, CANCS or an authorized contractor of CANCS.
  17. In the event of loss of or damage to shipments while said shipments are in the possession or under the control of the Contractor, whether or not such loss or damage results from the Contractor’s negligence, the Contractor shall be liable to CANCS for the lesser of:
    1. (a) the value of the goods at the place and time of shipment, including the freight and other charges if paid; and 
    2. (b) $4.41 per kilogram computed on the total weight of the shipment, for a maximum of $100.00 per shipment. 
    3. (c) However, the Contractor shall not be liable for any loss or damage arising out of the acts or omissions of CANCS, its consignees, Customers, employees and representatives, acts of God, the inherent nature of the shipment, its packing or packaging or its loading and unloading by CANCS or its consignees, Customers, employees and representatives. 
    4. (d) The reasonable salvage value of any damaged shipment shall be deducted from all claims payments.
  18. Neither party shall be liable to the other for indirect, special, incidental, consequential or punitive damages.
  19. The Contractor shall at all times indemnify and render harmless CANCS, its directors, officers, employees and any others for whom it may become responsible in law, from and against all losses, claims (including claims made by the Contractor’s personnel under worker’s compensation legislation and claims by Contractor personnel alleging an employer/employee relationship), demands, awards, judgments, actions and proceedings by whomsoever made (“Claims”), brought or prosecuted in respect of loss of, damage to or destruction of property (including loss or damages sustained by the Contractor but excluding cargo loss or damage which is exclusively governed by Section 18 above) or personal injury including death and from and against any and all loss of, damage to or destruction of property, expenses and costs (including reasonable legal fees and disbursements) suffered or incurred by CANCS, its directors, officers, employees and any others for whom it may become responsible in law, arising out of or in any way connected with the Contractor’s provision of the Services under this Agreement and whether or not caused by the Contractor’s negligence, excluding however any Claims arising out of the deliberate acts or omissions of CANCS, its consignees, Customers, employees and representatives.
  20. The Contractor shall, at its own expense, obtain and maintain insurance coverage in accordance with the terms and conditions set out in Schedule “B” of this Agreement and shall provide CANCS with certificates of insurance as evidence that the required coverage is in effect and CANCS shall be given 30 days’ prior written notice of cancellation or material change to any such coverage.
  21. The Contractor shall obtain and maintain such workers’ compensation or other coverage as may be required in the province(s) or the territory in which the Contractor will be performing its obligations under this Agreement and provide CANCS with proof of such coverage at the time of the signing of this Agreement. Failure to provide may result in immediate suspension of service and/or termination of this Agreement.
  22. Either CANCS or the Contractor may terminate this Agreement at any time, with or without cause. CANCS may terminate immediately upon providing written notice (“notice period”) and the Contractor may terminate upon providing written notice of at least seven (7) business days (“Contractor notice period”).
  23. CANCS may terminate this Agreement immediately for:
    1. a. failure to observe, perform or comply with any term, condition or obligations required by this Agreement;
    2. b. any breach of the representations and warranties contained in this Agreement;
    3. c. any conduct that is materially detrimental or embarrassing to CANCS or its affiliates, as determined by CANCS acting reasonably, including, but not limited to, being charged with or convicted of an offence under the Criminal Code, R.S.C 1985, c. C-46, as amended from time to time, or an offence under the criminal laws of another country; or
    4. d. any willful and/or reckless disregard for the best interests of CANCS or its affiliates.
    5. e. upon notice of a change of control/change of ownership of the Contractor
  24. Either party shall have no claim against the terminating party for damages or for loss of anticipated profits as a result of the termination of this Agreement as herein provided.
  25. Upon termination of this Agreement, CANCS shall pay to the Contractor all amounts due for Services performed up to the effective date of termination.
  26. Neither party shall be liable for its failure to perform any of the terms of this Agreement by reason of events beyond its reasonable control, including but not limited to strikes, lockouts, other labour issues, trade disputes, acts of God, riots or insurrection, domestic or foreign governmental action, regulation or decree. The party requesting to be relieved of its obligations by reason of such events shall give notice of such event and of its discontinuance. If a condition as described above occurs or a notice thereof is received by CANCS from the Contractor and such conditions continues for 5 business days or more, CANCS in its sole discretion may procure similar services from a third party or may terminate or suspend this Agreement immediately on notice, without any cost or liability to the Contractor or to CANCS. Nothing in this clause shall be deemed to extend the term of this Agreement.
  27. The parties recognize that this Agreement contains information that is commercially sensitive and each of the parties agrees to keep the entire contents of this Agreement confidential and not to make any disclosures to any third parties unless required by law to do so or unless prior written consent is obtained from the other party. See further requirements for Confidential Information in Schedule B below.
  28. Where the Services, or any part thereof, are sub-contracted by the Contractor to another person (“Subcontractor”), the Contractor shall remain fully responsible for ensuring that the Services are performed strictly in accordance with the requirements of this Agreement. The Contractor shall be solely responsible for and to the Subcontractor for all applicable matters and CANCS shall have no obligation whatsoever to such Subcontractor.
  29. Unless otherwise provided herein, this Agreement shall not in any manner be supplemented, amended or modified except by written instrument executed on behalf of both parties.
  30.  In the event that any provision of this Agreement is invalid, unenforceable or illegal, then such provision shall be severed from this Agreement and this Agreement shall be read as if such provision were not part of this Agreement and shall not affect any other provision of this Agreement.
  31. The parties recognize that the Contractor operates as an independent business and declare that nothing in this Agreement shall be construed as creating a relationship of employment, joint venture, partnership or agency between CANCS and the Contractor and no act or omission of either party shall bind or obligate the other except as expressly set forth in this Agreement.
  32. This Agreement shall be governed and construed in accordance with the laws of Ontario and the federal laws applicable therein, and the parties submit to the jurisdiction of the courts of Ontario.
  33. Any notices required to be given or any written communication with respect to this Agreement shall be effectively given if hand delivered or sent by registered mail, or electronic mail addressed to the parties which a party advises the other party in writing.
  34. This Agreement shall bind the parties unless, and until, terminated pursuant to sections 23 or 24, above.
  35. CANCS shall have the option to amend the Agreement at any time with notice, as required. .
  36. This Agreement shall be binding upon and ensure to the benefit of the parties hereto and their respective successors, legal representatives and permitted assigns.

The Contractor and CANCS have each executed this Agreement on the date below the signature of the parties.

2676305 Ontario Inc. (CanCS) INC.


SCHEDULE “A”

DESCRIPTION OF SERVICES & PERFORMANCE, AND RATES

Description of Services

  1. Delivery of all CANCS’s customer parcels
  2. Individual Courier Capability of making 50 delivery stops per day (No Volume commitment from CANCS)
  3. Couriers must be able to operate in GTA and Hamilton/Cambridge/Kitchener regions
  4. Courier – small parcels (volume to be determined on a daily basis)
  5. 24 hour security of Parcels
  6. Protection from Loss/Damage

Service Requirements/ Deliverables

  1. Adherence to delivery times as specified from time to time by Customers and/or CANCS (as required)
  2. Delivery or attempted delivery of all Parcels on the date Parcels are tendered to the contractor.
  3. Completion of services in accordance with requirements established by CANCS
  4. Must have own vehicles
  5. The payment will be made only on per shipment basis. For simplicity, if 60 parcels out of the guaranteed 100 are received, then you will only be paid for those 60 pieces.
  6. CANCS may terminate the services immediately for failure to observe, perform or comply with any term, condition or obligations required by CANCS.

RATES

If awarded, and there is no current contract in place between the carrier and CANCS, then the following rates apply:

General Subject to all other terms and conditions in this Agreement, CANCS shall pay the Contractor, as consideration for the performance of the Services the following rates.

Residential rate (0-70lbs) $3.00 per stop 

Apartment weight (0-70lbs) $3.50 per stop 

SCHEDULE “B

ADDITIONAL REQUIREMENTS

Security Screening Requirements

Criminal background checks through the RCMP will be required for the Contractor to carry out on itself or any employees or any person engaged by Contractor to perform the Services and Police Clearance certificates obtained. Contractor shall certify on an annual basis that they and their employees have been checked and still meet these security requirements. Neither the Contractor, its employees nor any person engaged by Contractor may perform the Services if they have been convicted of a criminal offence for which a pardon has not been granted. A criminal offence pursuant to this Agreement means a conviction for theft, fraud and/or any drug or violent offences.

Equipment-

Scan Equipment: Devices and general maintenance supplied by CANCS. Contractor to pay CANCS at suppliers cost for damage repairs and/or replacement due to irreparable damage

Uniforms: Provided at cost to the contractor (N/A at this time)

Vehicle Branding: Provided by CANCS. Contractor is responsible for installation and removal (N/A at this time)

Confidentiality and Privacy

  1. Neither party shall use or disclose any of the information it acquired while carrying out its obligations under this Agreement as well as any information related to the Services, including, but not limited to, information created by the Contractor, information relating to CANCS’s operations, transportation, pricing, trade secrets, customer lists, salaries or business affairs, as well as addresses or other information as it may appear on a Parcel (“Confidential Information”) except for the purpose of carrying out their respective obligations under this Agreement.
  2. The Contractor shall keep confidential and not divulge, or use, without the written consent of CANCS, any personal information about an identifiable individual (including, but not limited to, the name and address of an individual) provided to the Contractor by CANCS or obtained by the Contractor from any other source, except as required by the Contractor in order to carry out its obligations under this Agreement. For the purposes of handling such information, the Contractor shall comply with applicable privacy legislation.
  3. Notwithstanding the above clauses, the Contractor may disclose the confidential information to the Contractor’s employees, professional advisors or persons engaged by the Contractor to perform the Services who require such information in order for the Contractor to carry out its obligations under the Agreement. The Contractor shall take reasonable steps to ensure that its employees, professional advisors or persons engaged to perform the Services agree to comply with the obligations imposed on the parties under this section.
  4. The obligations and limitations set forth in this Agreement regarding Confidential Information shall not apply to information, that is or becomes known or available to the public or was previously known by either party.
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