GENERAL DELIVERY SERVICE AGREEMENT
[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED
BY BRACKETS, IS OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
Exhibit 10.6
between
and
Oco Meals
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BY BRACKETS, IS OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD BE
COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
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Parties
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1
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Agreed terms
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1
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1.
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Interpretation
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1
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1.1 Definitions.
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1
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2.
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Oco Meals's Responsibilities / Obligations
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3
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2.1 Oco Meals shall:
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3
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3.
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ParcelPal’s Responsibilities / Obligations
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4
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3.1 ParcelPal shall:
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4
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4.
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Charges and Payment
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5
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5.
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Consequences of Termination
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5
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6.
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Force Majeure
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6
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7.
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Cargo Loss
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7
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8.
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Counterparts
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7
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9.
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Confidentiality and Publicity
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8
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10.
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Mutual Indemnification
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8
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11.
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Relationship Between the Parties
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8
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12.
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Governing Laws
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9
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14.
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Assignment
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9
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15.
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Time of Essence
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9
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16.
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Signatures
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10 |
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Appendix A: Delivery Rates / Additional Charges
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11
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Appendix B: Service Map
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00
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Xxxxxxxx X: Hours of Operations
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13
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Appendix D: Personnel Contact List
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14
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COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED
(1) ParcelPal Technology Inc., a corporation existing under the laws of the Province of British Columbia, Canada, having a registered office at 000 Xxxxxxxxx
Xxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 (“ParcelPal”).
(2) Oco Meals, a corporation existing under the laws of Canada, having a registered office at 000 Xxxx 0xx Xxxxxx Xxxxxxxxx, XX X0X 0X0 (“Oco Meals”).
The following definitions and rules of interpretation apply in this agreement.
● Affiliate: any entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity.
● Applicable Laws: all laws, statutes, regulations, judgments and decrees and all official directives, rules, consents, approvals,
by-laws, permits, authorizations, guidelines, orders and policies of any governmental or regulatory body, that are applicable to a party in the performance of this Agreement.
● Business Day: Sunday to Saturday except for statutory holidays observed in Canada which may be subject to additional costs when performing deliveries on such days.
● Control: the possession, directly or indirectly, of the power to direct the management and policies of a person, whether through the ownership of voting securities or
otherwise.
● Customer: a customer of Oco Meals.``
● ParcelPal Materials: all documents, information, items and materials in any form, whether owned by ParcelPal or a third party, which are provided by ParcelPal to Oco Meals in
connection with the DP Platform, DP Service and DP Service Levels.
● DP Platform the technology platform used by ParcelPal.
● DP Service: the provision by ParcelPal via the DP Platform of delivery drivers/couriers to make deliveries and the facilitation of the dispatch of delivery orders to such
drivers/couriers.
● DP Service Levels: means the service levels in relation to the DP Service set out in this agreement in section 3 and 4 for both parties responsibilities and obligations.
● Effective Date: the date the terms of this agreement take effect - February 22, 2021.
1
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● Force Majeure Event: any circumstance not within a party's reasonable control which has not been caused by such party’s negligence and which such party was unable to prevent
or provide against by the exercise of reasonable diligence at a reasonable cost, including, but not limited to the following:
| a. |
acts of God, flood, drought, earthquake or other natural disaster;
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| b. |
epidemic or pandemic;
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| c. |
terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
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| d. |
nuclear, chemical or biological contamination or sonic boom;
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| e. |
any law or any action taken by a government or public authority, including imposing an export or import restrictions, quota or prohibition, or failing to grant a necessary license or consent;
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| f. |
collapse of buildings, fire, explosion or accident; and
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● Taxes: goods and services tax and harmonized sales tax payable under the Excise Tax Act (Canada), plus any similar value added or
multi-staged tax imposed by any applicable provincial or territorial legislation.
1.2 Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
1.3 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
1.4 A reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
1.5 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular.
1.6 Unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
1.7 This agreement shall be binding on, and ensure to the benefit of, the parties to this agreement and their respective personal representatives, successors and permitted assigns, and references to any party shall include that party's personal
representatives, successors and permitted assigns.
1.8 A reference to a statute or statutory provision is a reference to it as amended, extended or re- enacted from time to time.
1.9 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
1.10 A reference to writing or written includes fax and email.
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1.11 Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
1.12 A reference to this agreement or to any other agreement or document referred to in this agreement is a reference of this agreement or such other agreement or document as varied or novated (in each
case, other than in breach of the provisions of this agreement) from time to time.
1.13 References to clauses and Schedules are to the clauses and Schedules of this agreement and references to paragraphs are to paragraphs of the relevant Schedule.
1.14 Where the word including or include is used in this agreement, it means “including (or includes) without limitation”, and any words following the terms including, include, in particular, for example or any similar expression shall be
construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.
| (a) |
Provide ParcelPal with daily service requirements with [***] advance notice;
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| (b) |
Uploaded csv manifest to the ParcelPal delivery portal for all orders
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| a. |
Next Day Service: Manifest / order requests must be submitted by [***] to scheduled delivery
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| (c) |
Provide a non-binding [***] forecast of demand by [***] (i.e. [***]scheduled deliveries / updates on new onboarded customers) for service delivery on [***].
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| (d) |
Tender packages individually identified to ParcelPal complete with order number, customer name, complete address, postal code, buzzer number, phone number, email, and any specific notes for drop offs;
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| (e) |
Co-operate with ParcelPal in all matters relating to the DP Service through proper channels of communication for each request.
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| (f) |
Not hire any ParcelPal employee or contractor to perform similar services while this agreement is in effect.
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| (g) |
Provide ParcelPal with any requests for credit resulting from damaged packages or negative customer service escalations via email within [***]of occurrence along with supporting information:
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| a. |
Date, time and order number
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| b. |
Photo of damage
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| c. |
Any other relevant proof of claim.
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2.2 If the performance of ParcelPal’s obligations under this agreement is prevented or delayed by any act or omission of Oco Meals its agents, sub-contractors, consultants or employees, then, without prejudice to any other right or remedy it may
have, ParcelPal shall be allowed an extension of time to perform its obligations equal to the delay caused by Oco Meals.
3
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2.3 Oco Meals shall appoint a named individual (whose contact details shall be provided to ParcelPal and updated as necessary from time to time) who shall have authority to bind Oco Meals contractually on all matters relating to this agreement.
| (a) |
Provide Oco Meals with next day delivery services as requested.
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| (b) |
Provide Next Day delivery;
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| i. |
Between [***]
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| 1. |
Pickup [***]and dispatch availability between [***]
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| ii. |
On all manifests provided [***]in advance of delivery
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| iii. |
Pick up at [***] unless changed with written notice / request to ParcelPal [***] in advance
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| (c) |
Notify customers via sms of [***]delivery window which ParcelPal will deliver within
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| (d) |
Provide to Oco Meals in a timely manner all ParcelPal Materials required in order for Oco Meals to avail the DP Services and ensure that they are accurate and complete;
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| (e) |
Provide to Oco Meals from time to time such assistance as Oco Meals may reasonably require accessing the DP Service;
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| (f) |
Obtain and maintain all necessary licenses and consents and comply Applicable Laws to provide the DP Services;
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| (g) |
Allow and provide Oco Meals access to such information as Oco Meals may reasonably require (including data, security access information and software interfaces of other business software application of ParcelPal) to provide a delivery
service to the Customers;
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| (h) |
Ensure that during the Term the DP Platform makes available to Oco Meals in a timely manner time stamped updates from the delivery vehicles/riders and a method of vehicle/driver tracking which can be pushed through API;
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3.2 If Oco Meals's performance of its obligations under this agreement is prevented or delayed by any act or omission of ParcelPal, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may
have, Oco Meals shall be allowed an extension of time to perform its obligations equal to the delay caused by ParcelPal.
3.3 ParcelPal shall use its best endeavors during the Term to ensure that the fleet of delivery vehicles adhere to the service level agreements with Customers, details of which shall be provided to ParcelPal by Oco Meals as requested.
3.4 ParcelPal shall appoint a named individual (whose contact details shall be provided to Oco Meals and updated as necessary from time to time) who shall have the authority to bind ParcelPal contractually on all matters relating to this
agreement.
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4. Charges and Payment
4.1 For last mile delivery, Oco Meals shall pay [***] per package on all packages delivered within the yellow delivery zone in Appendix B. Any packages falling within the black zones in Appendix B will
be subject to a [***]per stop surcharge in addition to the [***]per package rate. Any deliveries which Oco Meals requests delivery for outside both of these zones shall be subject to the ParcelPal adhoc rate of [***] per package plus [***]per km
for Next Day delivery. The starting point used for adhoc prices will always be based from Oco’s delivery warehouse location on 000 Xxxx 0xx Xxxxxx Xxxxxxxxx, XX. All orders placed by Oco Meals shall also be subject to additional fees set out in
Appendix A.
4.1.a Pickups where a delivery is also taking place at the same stop will be free of charge, only the [***]per piece delivered will apply. Pickups where no delivery takes place will be charged at [***]per stop. Pickups will also be subject to
the [***]per stop surcharge in the event they fall within the black zones in Appendix B.
4.1.b. The Friday delivery route will be charged at [***]a stop for a minimum of [***] deliveries. Delivery time s from [***]. The main responsibility during the Friday run is to deliver gel packs, empty totes, bags, labels, and tupperwares to
Oco’s vendors. every Friday. ParcelPal has the right to refuse any delivery/pick-ups that requires the use of stairs due to the liability. Any changes to this schedule should be provided to ParcelPal in writing at least [***]in advance.
4.2 ParcelPal shall invoice Oco Meals at the end of [***]for DP Service performed during that [***]. Billing will be sent out no later than [***]after [***].
4.3 Oco Meals shall pay each undisputed invoice or amounts within such invoice as are undisputedly submitted to it by ParcelPal within [***]of receipt.
4.4 All sums payable to ParcelPal under this agreement are exclusive of Taxes, and Oco Meals shall in addition pay an amount equal to any Taxes chargeable on those sums on delivery of an invoice for such Taxes.
4.5 In the event a ParcelPal driver is late for pickup in excess of [***], ParcelPal will credit Oco Meals [***] per minute beginning [***]after scheduled arrival time. In the event ParcelPal is not owed any amounts outstanding from Oco Meals,
ParcelPal will issue payment to Oco for the waiting fee.
5.1 This agreement shall commence on the Effective Date and expire on February 22, 2022 (the “Initial Term”), unless earlier terminated in accordance with this agreement, provided that if a termination
notice is not provided by either party on or prior to [***]prior to the end of the Initial Term, this agreement shall automatically renew for successive one-year terms (each, a “Renewal Term”, and together
with the Initial Term, the “Term”).
5.2 This Agreement may be terminated in the following circumstances:
| (a) |
By Oco Meals for convenience upon [***] written notice to ParcelPal;
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| (b) |
Immediately by a party if the other party fails to perform or is otherwise in breach of its obligations under this agreement, provided that the non-breaching party first provides a written notice to the breaching party, and in the event
that the breach is capable of remedy, the breaching party shall have [***]to remedy the breach;
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5
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| (c) |
By a party upon a Force Majeure Event in accordance with Section 6.4;
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| (d) |
Automatically if either party shall cease to have the licenses and/or accreditations necessary for it to conduct the business or perform its obligations contemplated for it hereunder, or if such party otherwise ceases to conduct
business; or
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| (e) |
Immediately by a party if the other party is subject to an order, judgment, or decree shall be entered by a court of competent jurisdiction or upon an application of a creditor, adjudicating a party to be bankrupt or insolvent, or
approving a petition seeking reorganization of such party or appointing a receiver, trustee or liquidator of such party or of all or a substantial part of its assets.
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5.3 On termination or expiry of this agreement:
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(a)
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Oco Meals shall pay to ParcelPal all charges outstanding to ParcelPal and, in respect of the DP Service supplied but for which no invoice has been submitted, ParcelPal may submit an invoice;
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| (b) |
ParcelPal shall immediately end provision of the DP Service;
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(c)
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ParcelPal shall immediately return to Oco Meals any property of Oco Meals provided by Oco Meals to ParcelPal as part of the Service;
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(d)
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Oco Meals shall on request return any of ParcelPal materials used up in the provision of the service
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(e)
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any provisions that by their nature survive termination of this agreement shall continue to apply.
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5.2 Termination or expiry of this agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach
of the agreement which existed at or before the date of termination or expiry.
6.1 Provided it has complied with clause 6.3, if a party is prevented, hindered or delayed in or from performing any of its obligations under this agreement by a Force Majeure Event (such party, an “Affected
Party”), the Affected Party shall not be in breach of this agreement or otherwise liable for any such failure or delay in the performance of such obligations. The time for performance of such obligations shall be extended accordingly.
6.2 The corresponding obligations of the other party will be suspended, and it’s time for performance of
such obligations extended, to the same extent as those of the Affected Party.
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6.3 The Affected Party shall:
(a) as soon as reasonably practicable after the start of the Force Majeure Event but no later than [***] from its start, notify the other party in writing of the Force Majeure Event, the date on which it started,
its likely or potential duration, and the effect of the Force Majeure Event on its ability to perform any of its obligations under the agreement; and
(b) use all reasonable endeavors to mitigate the effect of the Force Majeure Event on the performance of its obligations.
6.4 If the Force Majeure Event prevents, hinders or delays the Affected Party's performance of its obligations for a continuous period of more than [***], the party not affected by the Force Majeure Event may terminate this agreement by giving
[***] written notice to the Affected Party.
7.1 ParcelPal be liable to Oco Meals for loss, damage, or injury to the shipment(s) while such shipment(s) are in the possession or under the control of ParcelPal (including its subcontractors or agents) or resulting from ParcelPal (including
its subcontractors or agents) performance of or failure to properly perform the transportation services provided for in this agreement or arising from any cause while in the possession of or under the control of ParcelPal (including its
negligence); provided, however, that ParcelPal shall not be liable for any loss, damage or injury arising out of the acts or omissions of Oco Meals’ fridge space or Oco Meals’s consignees, employees or subcontractors of either, Force Majeure Event,
the inherent nature of the shipment, their packing or packaging or the loading and unloading of the shipments by Oco Meals.
7.2 Additionally, ParcelPal shall agree to credit Oco Meals a maximum of [***]in addition to the cost of a damaged/lost shipment for Oco Meals to preserve customer relationships in the event of a lost/damaged
shipment.
7.3 All cargo loss credit requests must be submitted via email within [***] of occurrence to: [***]with:
| (a) |
Date, time and order number
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| (b) |
Photo of damage
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| (c) |
Any other relevant proof of claim
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8.1 This agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
8.2 Transmission of an executed counterpart of this agreement (but for the avoidance of doubt not just a signature page) by email (in PDF, JPEG or other agreed format) shall take effect as delivery of an executed counterpart of this agreement.
If such method of delivery is adopted, without prejudice to the validity of the agreement thus made, each party shall provide the other with the original of such counterpart as soon as reasonably possible thereafter.
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8.3 No counterpart shall be effective until each party has executed and delivered at least one counterpart.
| (a) |
As used in this Agreement, the words “Confidential Information” means all information which is disclosed at any time by one party (the “Disclosing Party”) to
the other party (the “Receiving Party”) which the Disclosing Party considers confidential, regardless of whether such information is in oral, visual, electronic, written or other form and whether or
not identified as confidential information, including, without limitation, technical, business, financial and marketing information, information on patients or residents, personal health information and other information about identifiable
individuals. “Confidential Information” shall not include such portions of the Confidential Information which (i) become generally available to the public other than as a result of a disclosure by the Receiving Party in breach hereof, (ii)
are received by the Receiving Party from an independent third party who had obtained the Confidential Information lawfully, (iii) the Receiving Party can show were in its lawful possession before it received such Confidential Information
from the Disclosing Party, or (iv) the Receiving Party can show was independently developed by the Receiving Party or on the Receiving Party’s behalf.
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| (b) |
The Receiving Party agrees to (i) hold in strict confidence all Confidential Information of the Disclosing Party, (ii) use the Confidential Information solely to perform its obligations or to exercise its rights under this Agreement, and
(iii) use the same degree of care to protect Confidential Information in its possession as it uses to protect its own Confidential Information of like nature, but in no circumstances less than reasonable care.
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| (c) |
In the event that the Receiving Party becomes legally compelled to disclose any of the Confidential Information, the Receiving Party will promptly provide the Disclosing Party with written notice so that the Disclosing Party may seek a
protective order or other appropriate remedy and/or waive compliance with the provisions of this agreement.
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Except as required by Applicable Law, neither party shall make any public reference in any manner (including without limitation in any press release, customer list, website, presentation or other media or method) to the other party, this
agreement, or the relationship created thereby without the prior written consent of the other party.
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10.1 Each party agrees to indemnify and hold harmless the other with respect to any loss, damage or claim resulting from or relating to third party claims arising from or relating to its negligent acts or omissions or those of its
representatives under this agreement.
11.1 The relationship between ParcelPal and Oco Meals is one of independent contractor. This agreement is not intended to create, and shall not be construed as creating, between the parties the relationship of
principal and agent, joint venturers, partners or any similar relationship, the existence of which is hereby expressly denied, nor shall ParcelPal be considered in any sense an affiliate of the Oco Meals or vice versa.
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12. Governing Laws
12.1 This agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the
Province of British Columbia and the federal laws of Canada applicable therein.
13. Jurisdiction
13.1 Each party irrevocably agrees that the courts of the Province of British Columbia in the City of Vancouver shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or
in connection with this agreement or its subject matter or formation. This agreement has been entered into as of the date first set out above.
14.1 Neither party may assign this agreement without the prior written consent of the other party.
15.1 Time shall, in all respects, be of the essence of each and every part of this agreement.
IN WITNESS HEREOF each Party hereto has caused this agreement to be executed by its duly authorized representatives.
Oco Meals:
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Signature:
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Date of Signature:
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2021/03/29
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Name:
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Xxxxxx Xxxxxx
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Title:
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Signature:
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Date of Signature:
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2021/03/23
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Name:
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Xxxxxxx XxXxx
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| Title: | VP Operations |
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ParcelPal Additional Charges
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Item
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Description
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Cost (CAD $)
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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ParcelPal Redelivery Attempts Charges
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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Appendix B: Service Map
All areas in yellow are serviceable under the standard rate of [***]/package, black zones (as denoted in the table below) are an additional [***]per stop surcharge, anything outside will be charged at adhoc rates.
Surcharge Zone FSAs
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FSA
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City
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Boundary with Surcharge Zone
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Rate
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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Appendix C: Hours of Operations
Note: All times in PST
Next Day Delivery ([***]NOTICE)
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Day
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Opening Hours
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First Pick up
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Closing Hours
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Monday
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[***]
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[***]
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[***]
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Tuesday
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[***]
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[***]
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[***]
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Wednesday
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[***]
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[***]
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[***]
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Thursday
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[***]
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[***]
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[***]
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Friday
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[***]
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[***]
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[***]
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| Saturday |
[***]
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[***]
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[***]
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Sunday
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[***]
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[***] |
[***]
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Appendix D: Personnel Contact List
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Name
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Company
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Email
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Phone
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
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[***]
|
[***]
|
14
