Terms and Conditions for Messengers

  1. Introduction
    1. This agreement (Agreement) is entered into between you, as the undersigned independent contractor (Contractor or you), engaged in performing purchasing and delivery services contemplated by this Agreement, and [INSERT COMPANY NAME], a company incorporated and registered in [Scotland] with company number [◆]. Our registered office is at [INSERT COMPANY ADDRESS] (Company). This Agreement will become effective on the date accepted regardless of whether you are eligible to, or ever do, perform the Services.
    2. IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. BY ACCEPTING THIS AGREEMENT< YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
    3. Alex is a mobile app that provides people with an easy way to get items delivered to their door by connecting contractors, retailers and/or other businesses, and Users. We will refer to our mobile app in these terms as Alex or our app. Alex permits a registered user (User) to request a contractor to either (i) pick up and deliver an item that the User has purchased from various businesses; or (ii) purchase an item identified by the User from various businesses, and pick up and deliver it to the User (Services). Once a User has requested the Services, Alex notifies you that a Service opportunity is available and Alex facilitates completion of the Service. Alex is not a retailer, restaurant, food delivery service or food preparation business.
    4. You are an independent provider of the Services, authorized to conduct the Services as contemplated by this Agreement in the geographic location in which you operate. You operate all the equipment and personnel necessary to perform the Services contemplated by this Agreement in accordance with applicable laws. You desire to enter into this Agreement for Service opportunities made available through Alex. You agree you are not an employee of Company or any retailer, restaurant, food delivery service or food preparation business. You are providing delivery services on behalf of yourself and your business, not for Company. You understand (i) you are free to select the times you wish to be available on the app to receive Service opportunities; (ii) you are free to accept or reject the Service opportunities transmitted through the app; (iii) you are free to choose the Service opportunities to maximize you own profit made through the app; and (iv) you have sole control over the manner in which the Services are performed and the means by which those Services are completed.
  2. Purpose
    1. This Agreement governs the relationship between Company and CONTRACTOR, and establishes the parties' respective rights and obligations. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the right and obligation to perform the Services. Nothing in this Agreement requires CONTRACTOR to perform any particular volume of Services during the term of this Agreement, and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of business for any particular time period.
    2. CONTRACTOR shall have no obligation to accept or perform any particular "Delivery Opportunity" (as defined below) offered by Company. Once a Delivery Opportunity is accepted, CONTRACTOR shall be contractually bound to complete the Services in accordance with all User specifications and the terms laid out in this Agreement.
    3. CONTRACTOR warrants that they operate an independently established enterprise that provides the Services, and that they satisfies all legal requirements necessary to perform the Services. As an independent contractor/enterprise, CONTRACTOR shall be solely responsible for determining how to operate his/her business and how to perform the Services.
    4. CONTRACTOR agrees to fully perform the Services in a timely, efficient, safe, and lawful manner. Company shall have no right to, and shall not, control the manner, method or means CONTRACTOR uses to perform the Services. Instead, CONTRACTOR shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Services, including determining the manner of purchase, pickup, delivery, and route selection.
    5. As an independent business enterprise, CONTRACTOR retains the right to perform services (whether delivery services or other services) for others and to hold him/herself out to the general public as a separately established business. The parties recognize that they are or may be engaged in similar arrangements with others and nothing in this Agreement shall prevent CONTRACTOR or Company from doing business with others. Company does not have the right to restrict CONTRACTOR from performing services for other businesses, customers or Users at any time, even if such business directly competes with Company, and even during the time CONTRACTOR is logged into the app.
    6. CONTRACTOR is not required to purchase, lease, or rent any products, equipment or services from Company as a condition of doing business with Company or entering into this Agreement.
    7. CONTRACTOR agrees to immediately notify Company in writing at [INSERT CONTACT] if CONTRACTOR's right to control the manner or method he/she uses to perform services differs from the terms contemplated in this Agreement.
  3. Services
    1. PurposeFrom time to time, the app will notify CONTRACTOR of the opportunity to complete the Services in accordance with orders placed by Users through the app (each of these is referred to as a "Delivery Opportunity"). For each Delivery Opportunity accepted by CONTRACTOR ("Contracted Service"), CONTRACTOR agrees to purchase and retrieve the orders from the businesses, whatever the case may be, ensure the order was accurately filled, and deliver the order to Users in a safe and timely fashion. CONTRACTOR understands and agrees that the parameters of each Contracted Service are established by the User, not Company, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the result. Notwithstanding the foregoing, CONTRACTOR agrees to maintain both a customer rating and a completion rate satisfactory to the Company as of the date this Agreement becomes effective. Failure to satisfy this obligation constitutes a material breach of this Agreement, and Company shall have the right to terminate this Agreement and/or deactivate CONTRACTOR'S account.
    2. CONTRACTOR acknowledges that Company has discretion as to which, if any, Delivery Opportunity to offer, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity.
    3. CONTRACTOR authorizes Company, during the course of a Contracted Service, to communicate with CONTRACTOR, User, and/or business to assist CONTRACTOR, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall Company be authorized to control the manner or means by which CONTRACTOR performs the Services.
    4. CONTRACTOR may use whatever payment method he/she chooses to purchase items to be delivered to Users, including, but not limited to CONTRACTOR's personal credit or debit card, cash or a prepaid card. CONTRACTOR may use, for CONTRACTOR's convenience, the prepaid card solely for purchasing items to be delivered to Users. If CONTRACTOR chooses to use his/her personal credit or debit card or cash, CONTRACTOR shall invoice the User through the app. In no event shall the Company be responsible or liable for any purchases made by the CONTRACTOR. CONTRACTOR agrees that they are solely responsible and liable for any returned items and refunds requested by the User.
    5. In the event CONTRACTOR fails to fully perform any Contracted Service (a "Service Failure") due to CONTRACTOR's action or omission, CONTRACTOR shall forfeit all or part of the agreed upon fee for that service. If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the "Payment Disputes" provision below.
    6. CONTRACTOR agrees to immediately notify Company in writing at [INSERT EMAIL ADDRESS] if CONTRACTOR's services or scope of work differ in any way from what is contemplated in this Section.
  4. Relationship of the Parties
    1. The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
    2. Company shall not have the right to, and shall not, control the manner or the method of accomplishing Services to be performed by CONTRACTOR. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in Company have been inserted solely for the safety of Users and other CONTRACTORS using the Company platform or to achieve compliance with local laws, regulations, and interpretations.
  5. Payment for Services
    1. Unless notified otherwise by Company in writing or except as provided, CONTRACTOR will receive payment per accurate Contracted Service completed in the amount listed in the payment schedule for the relevant market, which you can view here. From time to time, Company may offer opportunities for CONTRACTOR to earn more money for performing Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and CONTRACTOR is free to accept or deny any such opportunities to earn different rates of pay.
    2. Company's online credit card software may permit Users to add a gratuity to be paid to CONTRACTOR, and Users can also pay a gratuity to CONTRACTOR in cash. CONTRACTOR shall retain 100% of any gratuity paid by the User, whether by cash or credit card. Company acknowledges it has no right to interfere with the amount of gratuity given by the User to the CONTRACTOR.
    3. Company will process payments made by Users and transmit to CONTRACTOR via direct deposit on a weekly basis unless it notifies CONTRACTOR otherwise in writing.
    4. Notwithstanding the terms of Sections , fulfillment orders placed directly with merchants rather than through the app or Company website ("Fulfillment Orders") may be subject to a different payment model. The current pay schedules offered for Fulfillment Orders in the relevant markets are reflected here. Nothing prevents the parties from negotiating a different rate of pay for a Fulfillment Order, and the CONTRACTOR is free to accept or reject Fulfillment Order opportunities. As with all Delivery Opportunities, CONTRACTOR shall retain 100% of any gratuity paid by the User for a Fulfillment Order. Company's software may not always include an option to add gratuity for Fulfillment Orders; however, Users can pay a gratuity to CONTRACTOR in cash.
    5. From time to time, Company may offer various promotions or referral programs. CONTRACTOR agrees that he or she will not manipulate or abuse the referral programs or promotions by, among other things: (a) tampering with the location feature on his or her mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or, (c) creating multiple accounts. CONTRACTOR understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of his or her account.
  6. Payment Disputes
    1. CONTRACTOR's Failure. In the event there is a Service Failure, CONTRACTOR shall not be entitled to payment as described above (as determined in Company's reasonable discretion). Any withholding of payment shall be based upon proof provided by the User, restaurant or other business, CONTRACTOR, and any other party with information relevant to the dispute. Company shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR's action/omission. CONTRACTOR shall have the right to challenge Company's determination through any legal means contemplated by this Agreement; however, CONTRACTOR shall notify Company in writing at [INSERT CONTACT] of the challenge and provide Company the opportunity to resolve the dispute. CONTRACTOR should include any documents or other information in support of his/her challenge.
    2. Company's Failure. In the event Company fails to remit payment in a timely or accurate manner, CONTRACTOR shall have the right to seek proper payment by any legal means contemplated by this Agreement and, should CONTRACTOR prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, CONTRACTOR shall first inform Company in writing at [INSERT CONTACT] of the failure and provide a reasonable opportunity to cure it.
  7. Equipment and Expenses
    1. CONTRACTOR represents that he/she has or can lawfully acquire all equipment necessary for performing Services, and CONTRACTOR is solely responsible for ensuring that the vehicle used conforms to all vehicle laws pertaining to safety, equipment, inspection, and operational capability.
    2. CONTRACTOR agrees that he/she is responsible for all costs and expenses arising from CONTRACTOR's performance of Services, including, but not limited to, costs related to CONTRACTOR's Personnel (defined below) and Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to its Equipment.
  8. Personnel
    1. In order to perform any Services, CONTRACTOR must, for the safety of Users on the app, pass a background check administered by a third-party vendor, subject to CONTRACTOR's lawful consent. CONTRACTOR is not required to perform any Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others (as employees or subcontractors of CONTRACTOR) to perform all or some of the Services, provided any such employees or subcontractors meet all the requirements applicable to CONTRACTOR including, but not limited to, the background check requirements that CONTRACTOR must meet in order to perform Services. To the extent CONTRACTOR furnishes his/her own employees or subcontractors (collectively "Personnel"), CONTRACTOR shall be solely responsible for the direction and control of the Personnel it uses to perform all Services.
    2. CONTRACTOR assumes full and sole responsibility for the payment of all amounts due to his/her Personnel for work performed in relation to this Agreement, including all wages, benefits and expenses, if any, and for all required income tax withholdings, unemployment insurance contributions, and other taxes as to CONTRACTOR and all Personnel employed by CONTRACTOR in the performance of Services under this Agreement. Company shall have no responsibility for any wages, benefits, expenses, or other payments due CONTRACTOR's Personnel, nor for income tax withholding, unemployment insurance contributions, or other payroll taxes relating to CONTRACTOR or his/her Personnel. Neither CONTRACTOR nor his/her Personnel shall receive any wages, including vacation pay or holiday pay, from Company, nor shall they participate in or receive any other benefits, if any, available to Company's employees.
    3. Unless mandated by law, Company shall have no authority to withhold income taxes, unemployment insurance taxes/contributions, or any other tax on behalf of CONTRACTOR or his/her Personnel.
    4. CONTRACTOR and his/her Personnel shall not be required to wear a uniform or other clothing of any type bearing Company's name or logo.
    5. If CONTRACTOR uses the services of any Personnel to perform the Services, CONTRACTOR's Personnel must satisfy and comply with all of the terms of this Agreement, which CONTRACTOR must make enforceable by written agreement between CONTRACTOR and such Personnel. A copy of such written agreement must be provided to Company at least 7 days in advance of such Personnel performing the Services. The parties acknowledge that the sole purpose of this requirement is to ensure CONTRACTOR's compliance with the terms of this Agreement.
  9. Insurance
    1. CONTRACTOR agrees, as a condition of doing business with Company, that during the term of this Agreement, CONTRACTOR will maintain current insurance, in amounts and of types required by law to provide the Services, at his/her own expense. CONTRACTOR acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR's right to receive Delivery Opportunities.
    2. Notification of Coverage. CONTRACTOR agrees to deliver to Company, upon request, current certificates of insurance as proof of coverage. CONTRACTOR agrees to provide updated certificates each time CONTRACTOR purchases, renews, or alters CONTRACTOR's insurance coverage. CONTRACTOR agrees to give Company at least thirty (30) days' prior written notice before cancellation of any insurance policy required by this Agreement.
    3. Worker’s Compensation Insurance. CONTRACTOR agrees that CONTRACTOR will not be eligible for workers' compensation benefits through Company, and instead, will be responsible for providing CONTRACTOR's own workers' compensation insurance or occupational accident insurance, if permitted by law.
  10. Indemnity
    1. Company agrees to indemnify, protect and hold harmless CONTRACTOR from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from Company's actions arranging and offering the Services to CONTRACTOR.
    2. CONTRACTOR agrees to indemnify, protect and hold harmless Company, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR and/or his/her Personnel arising from the performance of delivery services under this Agreement, as well as any liability arising from CONTRACTOR's failure to comply with the terms of this Agreement.
    3. CONTRACTOR agrees to indemnify, protect and hold harmless Company, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all tax liabilities and responsibilities for payment of all taxes, including, but not limited to all payroll taxes, self-employment taxes, workers compensation premiums, and any contributions imposed or required under local laws, with respect to CONTRACTOR and CONTRACTOR's Personnel.
    4. CONTRACTOR shall be responsible for, indemnify and hold harmless Company, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of CONTRACTOR's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, licenses, permits, taxes, and assessments of any and all regulatory agencies, boards or municipalities.
  11. Disputes
    1. Both the CONTRACTOR and Company shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity hereof (each, a Dispute), under the provisions of this section. The procedures set forth in this section shall be the exclusive mechanism for resolving any Dispute that may arise from time to time, and express conditions precedent to binding arbitration of the Dispute.
    2. A party shall send written notice to the other party of any Dispute (Dispute Notice). The parties shall first attempt in good faith to resolve any Dispute set forth in the Dispute Notice by negotiation and consultation between themselves, including without limitation not fewer than 2 negotiation sessions. In the event that such Dispute is not resolved on an informal basis within 10 Business Days after one party delivers the Dispute Notice to the other party, either party may initiate mediation.
    3. Subject to section 11.2, the parties may submit the Dispute to any mutually agreed to mediation service for mediation by providing to the mediation service a joint, written request for mediation, setting forth the subject of the dispute and the relief requested. The parties shall cooperate with one another, but the Company shall select a mediation service. The parties covenant that they will use commercially reasonable endeavors in participating in the mediation. The parties agree that the mediator’s fees and expenses and the costs incidental to the mediation will be shared equally between the parties.
    4. The parties further agree that all offers, promises, conduct, and statements, whether oral or written, made in the course of the mediation by any of the parties, their agents, employees, experts, and attorneys, and by the mediator and any employees of the mediation service, are confidential, privileged, and inadmissible for any purpose, including impeachment, in any litigation, arbitration, or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
    5. If the Parties cannot resolve any Dispute for any reason, including, but not limited to, the failure of either party to agree to enter into mediation or agree to any settlement proposed by the mediator, within 20 days after the escalating to mediation, either party may commence binding arbitration in accordance with this Agreement.
  12. Termination
    1. CONTRACTOR may terminate this Agreement upon seven (7) days written notice. Company may terminate this Agreement and deactivate CONTRACTOR’S app account only for a material breach of this Agreement. 
    2. CONTRACTOR's and Company's obligations and rights arising under the Disputes Provision of this Agreement shall survive termination of this Agreement.
  13. Miscellaneous
    1. This Agreement shall constitute the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and shall not be modified, altered, changed or amended in any respect, unless in writing and signed by both parties. Before accepting any modifications, alterations, changes or amendments, CONTRACTOR shall have the right to discuss any proposed changes with Company and consider whether to continue his/her contractual relationship with Company. This Agreement supersedes any prior contract between the parties. To the extent Company's User facing Terms and Conditions Agreement (or updated User facing Terms and Conditions Agreement, if applicable) is inconsistent or conflicts with this Agreement, this Agreement controls. This Agreement may not be assigned by either party without written consent of the other and shall be binding upon the parties hereto, including their heirs and successors, provided, however, that Company may assign its rights and obligations under this Agreement to an affiliate of Company or any successor(s) to its business and/or purchaser of substantially all of its stock or assets. References in this Agreement to Company shall be deemed to include such successor(s).
    2. The failure of Company or CONTRACTOR in any instance to insist upon a strict performance of the terms of this Agreement or to exercise any option herein, shall not be construed as a waiver or relinquishment of such term or option and such term or option shall continue in full force and effect.
    3. Severability Clause. If any part of this Agreement is declared unlawful or unenforceable, the remainder of this Agreement shall remain in full force and effect.
    4. Governing Law. The choice of law for interpretation of this Agreement, and the right of the parties hereunder, shall be the rules of law of the jurisdiction in which CONTRACTOR performs the majority of the services covered by this Agreement.
    5. Notice and Opportunity to Cure. CONTRACTOR agrees to notify Company in writing at [INSERT CONTACT] of any breach or perceived breach of this Agreement, of any claim arising out of or related to this Agreement, or of any claim that CONTRACTOR's services or scope of work differ in any way from what is contemplated in this Agreement.
    6. Privacy Policy. CONTRACTOR represents and warrants that he or she has reviewed and understands Company's Privacy Policy, which can be found here. By using the Services, you consent to all actions taken by Company with respect to your information in accordance with the Company’s Privacy Policy.