VQS Delivery Person Agreement
This Delivery Person Agreement is entered into between you, VQS EATS LLC.
ENTERING INTO AN AGREEMENT
(a) Once you agree to these terms, you enter into an agreement with VQS EATS (the Agreement). By clicking “Yes, I Agree” you expressly acknowledge that you have read, understood, and taken steps to thoughtfully
consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the agreement, and that you are legally competent to enter into this Agreement with VQS EATS LLC. (b) The Agreement consists of (a) Supplemental Terms; and (b) these terms. The document that is earlier in the list will
apply if there is any conflict between them. The Key Principles referred to above do not form part of this
Agreement.
TERM OF THE AGREEMENT
This Agreement starts on the date that you accept the terms and will continue until terminated in accordance with section 14.
REQUESTS AND LICENSE
If you satisfy the requirements to gain access to the VQS EATS Driver App in section 6:
(i) Portier Pacific may send Requests to you; and
(ii) VQS EATS LLC. will grant you a license to use the VQS Driver App during the term of this Agreement.
RELATIONSHIP BETWEEN THE PARTIES
(a) By entering into this Agreement, you choose to be a self-employed Courier partner contractor.
(b) This Agreement is not an employment agreement and does not create an employment relationship between you
and VQS EATS LLC., or their Affiliates. This Agreement does not create a legal partnership, joint venture, or give you the authority to bind us or hold yourself out as our employee, agent, legal partner, or authorized representative.
(c) Except as otherwise provided in this Agreement, VQS EATS LLC., or their Affiliates will not direct or control you
generally or in your performance of Delivery Services, including your acts or omissions, or your operation and
maintenance of your Transportation Method.
KEY PRINCIPLES
● VQS EATS owns the rights to the VQS EATS Driver App. This connects you so you can elect to provide Delivery Services as a VQS Driver Courier subcontractor.
● If you enter into this Agreement, you do so as a self-employed Courier contractor who provides Delivery Services. In doing this, you agree you are conducting or undertaking your own business, and you are not an employee of VQS EATS LLC. or their Affiliates
● As a self-employed Courier subcontractor, you have certain rights and responsibilities:
o your rights include the option to choose if, when, and where you use the VQS EATS Driver App. You are under no obligation to use the VQS EATS Driver App or provide Delivery Services, including while using the VQS EATS Driver App.
You may accept or reject, and in certain circumstances cancel, delivery requests without consequence, and your responsibilities include providing your own equipment (for example, a car and phone), maintaining responsibility for your own Tax and insurance arrangements, carrying the risk of providing Delivery Services, and obtaining the licenses and approvals required to provide Delivery Services.
● There is no obligation of exclusivity under this Agreement, which means you may work with competing businesses,
or engage in any other occupation or business, at any time, including while using the VQS EATS Driver App or providing Delivery Services.
● Please read these terms carefully. They include information about your responsibilities and how you, VQS EATS, may change or end the Agreement. There’s also information about insurance and liability.
LICENCES, PERMITS AND YOUR TRANSPORTATION METHOD
6.1 Your licences and visas/work permits
(a) You must at all times meet VQS EATS LLC. requirements before you provide Delivery Services as a self-employed Courier contractor or accept Requests
on the VQS EATS Driver App.These include requirements that you:
(i) hold all valid licences, insurances, permits, approvals and authority necessary for you to provide
Delivery Services in the Territory and to use your Transportation Method; and
(ii) at all times have a right to work in Vieques, Puerto Rico as a self-employed courier contractor, you must hold a visa which permits you to work in the U.S. as a self-employed courier contractor consistent
with the conditions on the visa; and
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VQS EATS LLC. – Delivery Person Agreement (Vieques, Puerto Rico)
(iii) meet VQS EATS LLC. background check and driving record requirements.
(b) You must:
(i) provide VQS EATS LLC. with satisfactory evidence of your visa (including any conditions), licences, and
work permits on request;
(ii) provide VQS EATS LLC;
(iii) at all times comply with any applicable conditions on your license, work permits and visa conditions or
right to work while performing Delivery Services using the VQS EATS Driver App;
(iv) notify VQS EATS LLC. immediately of any changes to your licences, work permits, visa conditions, or right
to work in the United States of America.
(c) Ensure that if you appoint a delegate in accordance with section 5.1(n) of this Agreement:
(i) that the delegate also meets the requirements set out in this section 6.1; and
(ii) the delegate does not accept a Request if doing so would place the delegate in breach of their
right to work in USA, or in breach of any conditions on their visa.
6.2 Requirements for your Transportation Method
The Transportation Method used by you must at all times during the term of this Agreement:
(a) meet VQS EATS LLC. requirements, be in a clean and sanitary state, be suitable to provide Delivery Services and
be authorised by VQS EATS LLC.;
(b) be properly registered and licensed to operate as a delivery vehicle in the Territory, to the extent required by Law;
and
(c) be owned or leased by you, or in your lawful possession.
6.3 Compliance with this section
VQS EATS LLC. may check your compliance with this section 6 at any time, and you must provide VQS EATS LLC. with
documentation VQS EATS LLC. considers suitable to confirm this. If you breach section 6 at any time, VQS EATS LLC. may,
without liability, stop sending you Requests. VQS EATS LLC. may, without liability, deactivate or restrict your access to the VQS EATS Driver
App.
6.4 Modern slavery prohibition
You must not engage in any practice which would violate any national or international law regarding slavery or human
trafficking. You must notify VQS EATS LLC. as soon as you become aware of any actual or suspected slavery or human
trafficking in a supply chain that has a connection with this Agreement.
FEES AND PAYMENT
7.1 Payment of Delivery Fee
(a) You will be paid a delivery fee for each successfully completed Delivery Service provided by Stripe (Delivery Fee), which includes any Tolls. (b) The Delivery Fee is based on a calculation available on the VQS EATS LLC. website for the relevant product and location [link]
(Delivery Fee Calculation). Except as otherwise stated in this Agreement, the Delivery Fee and the customers tip is the only payment you
will receive for the provision of Delivery Services. 4VQS EATS LLC. – Delivery Person Agreement (Vieques, Puerto Rico)
7.2 Payment of tips and other amounts
(a) The Delivery Fee includes any and all tips. Delivery Recipients will pay tips, either directly to you through the relevant app. VQS EATS LLC. will not apply a fee to any of
your tips or delivery fee.
(c) From time to time, VQS EATS LLC. may, at its discretion, offer an incentive to you if you satisfy certain conditions
determined by VQS EATS LLC. and communicated to you (in promotional materials, via text message, email or
another method). You are under no obligation to participate in any incentive offering. Any incentive payment is
subject to the applicable conditions and is inclusive of GST (if any).
7.3 Adjustments to the Delivery Fee
(a) VQS EATS LLC. is permitted to cancel the Delivery Fee (or if the Delivery Fee has already been paid, require
reimbursement of the Delivery Fee from you) for a particular Delivery Service if:
(i) the Delivery Services were not completed;
(ii) a Customer or a Delivery Recipient has made a complaint related to your acts or omissions; or
(iii) suspected fraudulent activity or misuse has been detected.
(b) VQS EATS LLC. decision to cancel or require reimbursement of the Delivery Fee under section 7.3(a) must be
exercised in a reasonable manner.
7.4 Payment
(a) VQS EATS LLC. and Stripe will pay you for each Delivery Services you successfully complete under this Agreement.
(b) VQS EATS LLC. and Stripe will pay to you, daily after each delivery:
(i) the Delivery Fee;
(ii) any incentive payments; and
(iii) any tips paid by Delivery Recipients through the relevant VQS EATS app;
(iv) less any fees charged by Stripe.
(c) If you have agreed to adjustments, discounts or deductions from the Delivery Fee (such as vehicle finance or lease
payments), VQS EATS LLC. will make those and determine the order of those adjustments, discounts or deductions.
(d) If VQS EATS LLC. discovers payment errors that result in additional amounts being paid to you, or there is an
adjustment required under section 7.3(a), VQS EATS LLC. may deduct the amount from future Delivery Fees, debit
the amount from your card or bank account or seek reimbursement by other lawful means.
INTELLECTUAL PROPERTY
8.1 Ownership of intellectual property rights
VQS EATS LLC., certain of its Affiliates and their respective licensors own all rights in the VQS EATS Driver App and all VQS EATS LLC. Data, including all
intellectual property rights associated with them. The only rights granted to you to the VQS EATS Driver App or VQS EATS LLC. Data are the
rights set out in this Agreement. All rights not granted under this Agreement by VQS EATS LLC., certain of its Affiliates and their
respective licensors, are expressly reserved.
8.2 Your right to use the VQS EATS Driver App
Subject to you complying with your obligations under this Agreement, VQS EATS LLC. grants you a non-exclusive, non-transferable,
sub licensable, non-assignable license to use the VQS EATS Driver App for no fee during the term of this Agreement. You may
only install and use the VQS EATS Driver App on your mobile device to provide Delivery Services and to track Delivery Fees.
8.3 Restrictions on the use of the VQS EATS Driver App or any VQS EATS LLC.Data
Without limiting any other part of this Agreement, you must not share (or enable sharing of) the VQS EATS LLC. Driver App or any VQS EATS LLC. Data with a third party. Also, you must not copy, modify, distribute, sell or lease any part of the VQS EATS LLC. Driver App or VQS EATS LLC. Data,
reverse engineer or attempt to extract the source code of any of VQS EATS LLC. software (other than as permitted by Law) or
improperly use the VQS EATS Driver App. If this Agreement or the license granted to you under section 8.2 terminates for any
reason, you must promptly delete the VQS EATS Driver App from your mobile device.
8.4 VQS EATS LLC. Names, Marks or Works
Other than as required by Law, you must not use any of our names, logos, colors, trademarks, service marks, copyrights,
slogans or other identifying symbols or indicia (registered or unregistered) of ownership or copyright (VQS EATS LLC. Names, Marks, or
Works as applicable). You must not create or register any (a) business names, (b) URLs, (c) domain names, (d) software
application names or titles, or (e) social media handles or profiles that include VQS EATS LLC. Names, Marks, or Works or any
confusingly or substantially similar mark, name or title. You must not use VQS EATS LLC. Names, Marks, or Works as your social media
profile picture or wallpaper without VQS EATS LLC. Express written permission. You must not purchase keywords (including Google
AdWords) that contain any VQS EATS LLC. Names, Marks, or Works and you must not display any VQS EATS LLC. Names, Marks or Works on your
Transportation Method or wear a uniform or any other clothing displaying any VQS EATS LLC. Names, Marks or Works (unless Stripe has agreed otherwise, or if required by Law). Also, you must not register, or attempt to register or otherwise use or
claim ownership of any VQS EATS LLC. Names, Marks or Works. If VQS EATS LLC. grants you any right to use any VQS EATS LLC. Marks, the rights of an
authorized user under section 26 of the Trade Marks Act (Cth) 1995 are expressly excluded from the licenses granted under
this section 8.4.
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VQS EATS LLC. – Delivery Person Agreement (Vieques, Puerto Rico)
PRIVACY
(a) The terms and conditions of the VQS EATS LLC. privacy notice, currently available at https://vqseats.com, will
apply to the collection, use and processing of your Personal Data. This includes your location data, which you
must provide as a condition of your receipt of the Request.
(b) You must comply with all applicable Data Protection Laws in connection with the Delivery Services and your
activities under this Agreement.
(c) Without limiting the general obligation under section 9(b):
(i) you must only use Personal Data for the purpose of providing the Delivery Services and you must not
retain any Personal Data for longer than it takes to fulfil the relevant Request;
(ii) you must maintain appropriate measures to protect the integrity, security and confidentiality of all
Personal Data against any anticipated threats or hazards, and/or unauthorized access to or use of such
data;
(iii) you must promptly tell VQS EATS LLC. if you become aware of any actual or reasonably
suspected un-authorized access, modification, use, disclosure, loss of or interference with Personal
Data (Data Breach); and
(iv) you must promptly provide VQS EATS LLC. with any information or assistance reasonably
requested by either of them for the purposes of investigating and responding to any non-compliance
with this section 9, any Data Breach, or a request from a Customer or for a party's compliance with Data
Protection Laws.
Nothing in this section prevents you separately contacting a Customer or Delivery Recipient using information you
have obtained outside of the VQS EATS Driver App and/or providing delivery services directly to a Customer (including
while providing Delivery Services), or establishing a separate business relationship with a Customer or Delivery
Recipient, outside of this Agreement.
(d) You are responsible for maintaining the integrity of information relating to your access and use of the VQS EATS Driver
App, including any password, login or key information. You represent and warrant at all times that you will not
share any such information with any third party.
REPRESENTATIONS AND WARRANTIES
10.1 Your representations and warranties
You represent and warrant throughout the term of this Agreement that:
(a) you have full power and authority to enter into this Agreement and perform your obligations under this Agreement;
(b) you have not entered into, and during the term of this Agreement will not enter into any agreement that would
prevent you from complying with this Agreement;
(c) you will comply with all applicable Laws in your performance of this Agreement; and
(d) any information that you proin connection with this Agreement (which may
include your business name, ABN, GST registration and other information reasonably requested by (VQS EATS LLC.) is accurate, complete and up-to-date.
10.2 General disclaimer
(a) This section 10.2 applies only to the maximum extent permitted by applicable Law and does not (and is not
intended to) override any rights that you have pursuant to applicable Law, including the Vieques, Puerto Rico Consumer Law.
(b) You acknowledge and agree that VQS EATS LLC. will from time to time manage marketplace conditions, including
supply and demand, with a view to ensuring the efficient operation of the marketplace for all participants. You
acknowledge and agree that VQS EATS LLC. makes no guarantee in relation to the number of items you will deliver
for VQS EATS LLC. via the VQS EATS Driver App, or that you will receive Requests from VQS EATS LLC. via the VQS EATS Driver
App to provide Delivery Services.
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VQS EATS LLC. – Delivery Person Agreement (Vieques, Puerto Rico)
(c) Except as required under the Vieques, Puerto Rico Consumer Law, VQS EATS LLC. and their Affiliates make no
representations, and expressly disclaim all warranties, express or implied, regarding the VQS EATS Driver App or any
portion of them. VQS EATS LLC. provides the VQS EATS Driver App 'as is' and 'as available'. Without limitation, VQS EATS LLC. does not
guarantee the availability or uptime of the VQS EATS Driver App or that access or use of the VQS EATS Driver App will be
uninterrupted or error-free. You acknowledge that the VQS EATS Driver App may be unavailable due to scheduled
maintenance or network failure or limitations, delays, and other problems inherent in the use of the internet and
electronic communications. VQS EATS LLC. and their Affiliates make no representations, warranties or
guarantees as to the actions or inactions of the Customer or of the Delivery Recipients, or the availability of the
VQS EATS Driver App or the safety of any items provided to you for Delivery Services.
INDEMNIFICATION
11.1 General indemnity
(a) You must indemnify, defend (at VQS EATS LLC. option) and hold harmless VQS EATS LLC., their
Affiliates and their respective directors, officers, employees and agents from Liability of any of them arising out of
or related to any of the following: (i) your failure to comply with any provisions of this Agreement; (ii) your breach of
Law; or (iii) third party claims directly or indirectly related to your provision of Delivery Services or use of the VQS EATS Driver App.
(b) Your liability under this section 11.1 will be reduced if, and to the extent that, VQS EATS LLC. or their
employees or agents directly caused or directly contributed to any of the matters described in section 11.1(a).
11.2 Tax Indemnity
(a) Without limiting section 11.1(a), you must indemnify, defend (at VQS EATS LLC. option) and hold
harmless VQS EATS LLC. and their Affiliates from any Liability that may be imposed on you or any of them as a
result of your failure to comply with any of your Tax or other obligations (including any obligations under this
Agreement), including any such Liability arising in the event that the relationship described in this Agreement,
contrary to the intention and meaning of the parties, is held or deemed to be an employment agreement between
VQS EATS LLC. and you by the U.S. taxation, fiscal or social security authority or the taxation,
fiscal or social security authority of any other country. Any amount payable by VQS EATS LLC. and Stripe to you may be
reduced by any such amount.
(b) To the extent that the indemnity at section 11.2(a) relates to a finding by a judicial body or legislative authority of
competent jurisdiction that there is an employment relationship between you and VQS EATS LLC. or an Affiliate
of VQS EATS LLC., the indemnity applies only to that proportion of VQS EATS LLC. liability that
directly or indirectly relates to or arises from you holding yourself out to be an employee of VQS EATS LLC. or
any of their Affiliates, or any other act or omission by you that is not expressly authorised by VQS EATS LLC.
and would reasonably suggest to a third party that you are an employee of VQS EATS LLC. or any of their
Affiliates.
LIMITATION OF LIABILITY
(a) In no event will VQS EATS LLC. and their Affiliates be liable for any claim for any indirect, wilful, punitive,
incidental, exemplary, special or consequential damages or for your or any third party’s property damage or loss, or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage arising out of or
related to your use of the VQS EATS Driver App or your provision of Delivery Services, whether based on contract, tort or
any other legal theory, even if VQS EATS LLC. and their Affiliates have been advised of the possibility of such
damages.
(b) Except for VQS EATS LLC. obligations to pay amounts due to you under section 7.5, in no event will VQS EATS LLC. combined total cumulative liability of each and every kind to you under this Agreement exceed the
aggregate amount of Delivery Fees actually paid by VQS EATS LLC. under this Agreement in the immediately preceding the event giving rise to the relevant claim.
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VQS EATS LLC. – Delivery Person Agreement (Vieques, Puerto Rico)
(c) This section 12 applies only to the maximum extent permitted by applicable Law and does not (and is not intended
to) override any rights that you have pursuant to applicable Law, including the Vieques, Puerto Rico Consumer Law.
INSURANCE
(a) You must, at your cost, take out and maintain:
(i) motor vehicle insurance, for each motor vehicle used to provide the Delivery Services, for at least the
minimum amount required by Law and any other minimum motor vehicle liability insurance cover as
requested by VQS EATS LLC.; and
(ii) workers' compensation insurance, as required by applicable Law. Where permitted by applicable Law,
you may choose to maintain occupational accident insurance in place of workers' compensation
insurance or, at your risk, not insure yourself against industrial injuries.
(b) You must provide VQS EATS LLC. with evidence of your insurance arrangements on request.
(c) For your motor vehicle insurance, you acknowledge and agree that: (i) motor vehicle insurance policies must name
you as the policyholder or individually rated driver; and (ii) certain private motor vehicle insurance policies (including
some insurance policies held with vehicle rental or leasing providers) may not provide cover arising from your
provision of Delivery Services. It is your responsibility to resolve queries regarding insurance scope and coverage
with your insurer.
(d) For your workers’ compensation insurance, you acknowledge and agree that: (i) you are self-employed and you are
not an employee or deemed worker of VQS EATS LLC. for the purposes of applicable Law; and (ii)
accordingly, neither VQS EATS LLC. is required to maintain or provide you with workers' compensation
insurance or any other occupational injury insurance.
(e) If you appoint a delegate in accordance with section 5.1(n) of this Agreement, it is your sole responsibility to ensure
that the delegate also has the appropriate insurance arrangements set out in this section 13.
(f) It is your sole responsibility to inform your insurer of the use of your motor vehicle while providing Delivery Services
and to meet other notification requirements under your insurance policy.
TERMINATION
14.1 Termination by you
You are under no obligation to use the VQS EATS Driver App. If you choose to stop, you may do so without needing to give VQS EATS LLC.
any notice, or you may terminate this Agreement without notice.
14.2 Termination by VQS EATS LLC.
(a) Subject to any requirements under applicable law, VQS EATS LLC. may, acting reasonably, terminate this
Agreement in its entirety by giving you 30 days' prior written notice of termination, for any legitimate business, legal
or regulatory reason.
(b) VQS EATS LLC. may also immediately restrict or deactivate your access to the VQS EATS Driver App, and provide you with written
notice of the restriction or deactivation, if:
(i) you commit a material breach of this Agreement; or
(ii) an act or omission by you, in VQS EATS LLC. reasonable judgment, is in violation of the Community Guidelines or
has the potential to cause adverse publicity, media attention or regulatory scrutiny or other issues that
could detrimentally impact the reputation, good name or brand of VQS EATS LLC., or any of their
Affiliates (including any VQS EATS LLC. Names, Marks or Works), including matters of safety.
(c) VQS EATS LLC. may temporarily restrict your access to the VQS EATS Driver App if it or an Affiliate is investigating an alleged
breach of section 14.2(b)(i) or (ii). There may be circumstances in which VQS EATS LLC. is unable to provide you with
information about the alleged breach whilst an investigation is ongoing (either by VQS EATS LLC. and/or a third party such as
the police).
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VQS EATS LLC. – Delivery Person Agreement (Vieques, Puerto Rico)
14.3 Effect of termination
Outstanding payment obligations and sections 1, 5.2(b), 7.3, 7.4(d), 7.6, 8.1, 8.3, 8.4, 10.2, 11, 12, 13 (to the extent that
insurances are required to be maintained after the term), this section 14.3, 15 and 16 shall survive the termination of this
Agreement.
GENERAL PROVISIONS
15.1 Notice
(a) Notices under this Agreement must be sent to the address specified below, or an updated address provided by a
party to the other by notice under this section. Notices to VQS EATS LLC. relating to a breach or
termination should be provided by post. Other notices to VQS EATS LLC. can be provided via the VQS EATS Driver App.
(b) Notices to VQS EATS LLC. should be provided to PO Box 415
Vieques, PR 00765. Notices to you will be
provided by email to the email address associated with your account or by posting on the portal available to you on
the VQS EATS Driver App and will be considered delivered on actual delivery.
15.2 Modifications to this Agreement
(a) VQS EATS LLC., may, from time to time modify, update or replace the terms and conditions of this
Agreement by making the updated version of these terms, Supplemental Terms, the Community Guidelines or
other information available to you (including via hyperlinks in this document) via the VQS EATS Driver App or by
publishing a new version of that document or information on the VQS EATS LLC. website.
(b) If a modification to the Agreement, any Supplemental Terms or the Community Guidelines will be detrimental to
your rights under this Agreement, VQS EATS LLC. will let you know at least 30 days before that
modification is effective. During that 30 day period, you have the right to terminate this Agreement in accordance
with section 14.1.
(c) You will have consented to the modifications made under this section if you continue to use the VQS EATS Driver App
after the modifications have come into effect.
15.3 Supplemental Terms
You may agree to supplemental terms to this Agreement, such as addendums or terms related to certain features and
functionality, which may be modified by VQS EATS LLC. from time to time (Supplemental Terms). Supplemental
Terms are in addition to, and form a part of, this Agreement in accordance with section 1.
15.4 Governing law
This Agreement is governed by and construed in accordance with the laws of Vieques, Puerto Rico, excluding its rules on
conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) will not apply.
15.5 Assignment
(a) VQS EATS LLC. each have the right to assign or transfer this Agreement or any or all of their respective
rights or obligations under this Agreement, in whole or in part, without obtaining your prior consent. You may not
assign or transfer this Agreement, as the Agreement needs to remain with you.
(b) VQS EATS LLC. may each subcontract any of their obligations under this Agreement. You may, subject to
the terms of this Agreement, appoint a delegate to perform any Delivery Services. If you appoint a delegate to
perform any Delivery Services, the terms and conditions in the Delivery Person Delegator Addendum apply to you
as Supplemental Terms. If you are appointed as a delegate of another Delivery Person, the terms and conditions in
the Delivery Person Delegate Addendum apply to you as Supplemental Terms. You are solely responsible for your
employees and contractors used in connection with this Agreement. If you appoint a delegate to perform any
Delivery Services under this Agreement, you remain fully liable for any Request the delegate performs under this
Agreement.
(c) Without limiting section 15.5(a), this Agreement binds, and will continue to benefit, each party to this Agreement
and that party's respective successors and assignees.
© 2023 VQS EATS LLC.