Dealer Terms & Conditions

This Agreement (“this Agreement”) is made this day DATE (hereinafter referred to as “Effective Date”).

BETWEEN:

Registering Store (hereinafter referred to as “Operator“) with location at ADDRESS (hereinafter referred to as “Location”).
-and –
PUDO Inc. with a principal place of business at 6600 Goreway Drive Unit D, Mississauga, Ontario, L4V 1S6 (hereinafter referred to as “PUDO“)

Collectively referred to as the “Parties”.

Whereas Operator wishes that the Location serve as a pick up (“Pick Up”), drop off (“Drop Off”) and storage location for packages under the PUDO Pick Up and Drop Off program as implemented by PUDO from time to time (the “Program”) and PUDO wishes to provide for such arrangement on the terms described herein;

Now Therefore for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

OBJECTIVE
1. The Operator agrees that the Location shall accept Pick Ups and Drop Offs under the Program including without limitation packages Dropped Off and Picked Up by persons who are registered with PUDO as PUDO members, packages Dropped Off by PUDO authorized online vendors for Pick Up by their customers, and packages Dropped Off and Picked Up under the PUDO Authorized Return Services (“ARS”) portion of the Program and authorized courier failed first attempt shipments, at no cost to the PUDO member or any other person except as described in this Agreement.
2. If the Operator without the prior written consent of PUDO (a) dissuades any person from dropping off a package that falls within the size and weight parameters under the Program (b) charges a person a fee to hold or accept packages and the fee is not authorized by this Agreement (c) sells or represents any product or service that competes with the Program, or if the Operator attempts to do any of the foregoing, PUDO may terminate this Agreement effective immediately upon notice in writing to the Operator.
3. PUDO will provide the Operator with territory protection of not less than one (1) mile (1.6 km) in radius from the Location (i.e., PUDO will not appoint another location under the Program within said territory). Notwithstanding the previous sentence: (a) in the event that PUDO requires 24 hour access for Direct Service package delivery to the Location and if the Operator is not a 24 hour operation and access/permission is denied by the Operator or a suitable approved area on or near the Location cannot be mutually located or agreed by the Parties, PUDO may appoint a third party location within the one (1) mile Operator territory that can provide PUDO with the 24 hour access needed for Direct Service package delivery; and (b) if the area associated with the Zip Code or Postal Code, as the case may be, within which the Location is situated has a population that is greater than 50,000 residents, PUDO may appoint a third party location within the one (1) mile (1.6 km) Operator territory to accept Pick Ups and Drop Offs under the Program (c) if Operator does not have sufficient space to safely and securely store the packages due to high package volume, PUDO may add additional dealers within the one (1) mile (1.6 km) radius.
OPERATION
1. PUDO may supply a PUDOpoint with a device that must be used to scan in each package with 60 minutes (1 hour) after Drop Off. The device must be used to scan out each package released to a consignee or courier. Additionally, when scanning a package out it may be required by the PUDO customer that a valid identification document is checked, signature captured, and person’s name recorded.
2. Upon the receipt of a Drop Off, the Operator will enter the required details in the PUDO Shipment Control System and store the shipment in a secure area for Pick Up.
3. If the PUDO Shipment Control System is not available, a manual process approved by PUDO must be followed by the Operator.
4. The Operator shall automate all processes where such automation is made available by PUDO. Automation may include, but is not limited to, areas of shipping, tracking and special programs that are in place or may be developed by PUDO under the Program. The automation may be accessible by Internet or local application. (It is important to call immediately to resolve any system issues or failures).
5. Until the moment a Drop Off is Picked Up, the Operator will be liable for any loss of or damage to the package and will have the benefit of all limitations of liability that apply to the package. See Section 3.
6. Once the Drop Off is Picked Up under the Program, PUDO shall deal directly with the person who Picked Up and hold the Operator harmless against any claims made against the Operator regarding loss or damage to the package that occurred after the Pick Up. That is, once a consignee has signed for and picked up package and there is any claim against Operator.
7. PUDO will include the Operator’s Location and hours of operation on its respective web page and when available, the PUDO Customer Service Support Center. PUDO reserves the right to determine at its sole and absolute discretion the sequence in which locations under the Program will be identified on its web page.
8. PUDO disclaims any liability which results from its receipt of incorrect or unavailable information from the Operator or the Operator’s failure to provide information, and the Operator agrees to release, indemnify and hold PUDO harmless for any loss suffered as a result of incorrect or unavailable information, failure to provide information, or any other reason arising from the notification of locations under the Program. PUDO will use commercially reasonable efforts to accurately explain to every person how to access the PUDO services under the Program.
9. Failed First Attempt Packages not picked up by consignee should be returned to the courier after a maximum of fourteen business days excluding weekends and holidays (14) days by either returning the package to the courier’s driver upon the next delivery or calling the courier’s customer service department and requesting a Pick Up.
10. Direct to PUDO Packages not picked up by consignee should be returned to the courier after a maximum of seven days excluding holidays (7) days by either returning the package to the courier’s driver upon the next delivery or calling the courier’s customer service department and requesting a Pick Up
11. Abandon Member Packages: From time to time PUDO members will ship packages directly to Operator locations. Should a PUDO member fail to pick up their package after seven (7) business days, the Operator should contact PUDO, and PUDO will advise Operator of disposal or on-forwarding to PUDO abandon shipment location.
12. PUDO Equipment: Upon approval into the PUDO Program, PUDO may issue Operator the necessary equipment to scan packages in and out. The current equipment is mobile device; however, PUDO reserves the right to amend the type of equipment as PUDO sees fit. For example. Tablet and scanner separately or a composite unit that achieves the same results as the separate devices.
  1. Lost, Stolen, or Damaged PUDO Equipment: Operator maybe responsible for replacement costs for lost, stolen, or damaged PUDO issued equipment at PUDO’s discretion.
  2. Equipment Replacement: From time to time PUDO may upgrade or replace equipment issued to Operator’s. At PUDO’s discretion, PUDO may required Operator to pay for the newly issued equipment. While engaged in the PUDOpoint program it is required that you display the supplied PUDOpoint signage.
CLAIMS
1. Operator shall exercise industry standards of reasonable care and ensure that all appropriate steps are taken in handling of envelopes, parcels, and packages delivered to an Operator location to avoid loss or damage thereto. Operator acknowledges and agrees that the loss of, or damage to, any envelope, parcel or package handled by Operator under this Agreement may, among other possible outcomes, have a negative effect on PUDO’s reputation and may result in lost business for PUDO. Operator further acknowledges and agrees that the damages resulting from any such loss or damage are difficult to quantify. Accordingly, Operator shall be liable to PUDO, as liquidated damages and not as penalty, for any and all loss of, or damage to, envelopes, parcels and packages held by Operator for PUDO or its customers under this Agreement while such shipments are in Operator’s possession or control in an amount in each instance equal to actual value of the declared envelop, parcel, or package when actual value is less then declared value and if actual value is greater than declared value Operator’s liability will be the lesser of the declared value or actual value. In each instance Operator’s liability shall not exceed $1,000. If zero value declared, $100 or $2.00/lb. ($4.41/kg) per shipment, whichever is greater with respect to any lost or damaged envelope, parcel, or package.
2. Any and all claims by any person regarding packages under the Program must be submitted to PUDO for investigation within twenty-four (24) hours of knowledge of the loss or claim. The Operator shall use its best efforts to ensure that any such claim is referred to PUDO’s Customer Service Support Center. claims@pudoinc.com
FEES AND PAYMENTS
1. PUDO will pay the Operator an amount per package or per scan for a total of two (2) scans per package received at the Location under the Program as follows:
  1. Online orders Dropped Off by couriers of PUDO authorized vendors for Pick Up by the customer of the vendor: PUDO’s standard fee in force at the date of acceptance of each package.
  2. Drop Offs by PUDO authorized couriers for Pick Up by the customer of the courier: PUDO’s standard fee in force at the date of acceptance of each package.
  3. Drop Offs by a customer with an account with a PUDO authorized courier for Pick Up by the courier: PUDO’s standard fee in force at the date of acceptance of each package
  4. Online orders referred to in Section 4.1.1 above that are Dropped Off by the customer who received the order for return to the PUDO authorized vendor (and the vendor agrees with PUDO to pay for the return): PUDO’s standard fee in force at the date of acceptance of each package.
  5. Drop Offs by a customer of an online vendor for return to the vendor where the vendor uses a PUDO authorized courier for the Pick Up: PUDO’s standard fee is in force at the date of acceptance of each package.
    
    A schedule of PUDO’s current standard fees payable to the Operator hereunder is available on request.
  6. Failed first attempts which are Drop Offs by couriers that have attempted to make a delivery, and the delivery attempt failed due to the receiver not being able to receive the package, and it is unsafe to leave the package: PUDO’s standard fee is in force at the date of acceptance of each package.
  7. Administrative Fee: During the course of the program PUDO may, at its discretion, enact a Monthly Administration Fee to each Operator. The amount of said fee will be determined based upon Operator current or projected package volume. PUDO will advise Operator thirty (30) days prior to enacting fee via letter or email.
  The foregoing fees will be calculated at the end of each calendar month and will be due within thirty (30) days of the end of the relevant month. No amounts shall be payable to the Operator by PUDO for Drop Offs or Pick Ups under the Program, and no amounts may be charged by the Operator to PUDO, PUDO members and other persons for Pick Ups and Drop Offs, except as set forth in this Agreement.
2. The Operator acknowledges that PUDO will, on a monthly basis and on behalf of the Operator, generate invoices showing the fees payable to the Operator pursuant to Section 4.1 plus all applicable taxes payable thereon. PUDO shall pay to the Operator the fees shown on the invoice plus all applicable taxes payable thereon in accordance with Section 4.1, and, following such payment, the Operator shall indemnify and hold PUDO harmless from and against all liabilities, losses, expenses, damages or claims that PUDO may suffer with respect to such applicable taxes.
  1. With respect to any package exceeding 60 lbs. (27.2 kg) and that has been accepted by the Operator on behalf of PUDO, unless prior arrangements and fees have been agreed between the PUDO member and the Operator, no additional fees shall be charged by the Operator. In this case, the Operator will do their best to advise the PUDO member that this is a one off and that any future shipment exceeding 60 lbs. (27.2 kg) can be refused unless arrangements and any additional fees levied by the Operator are agreed in advance of the shipments arrival to the Location.
3. For packages that are Dropped Off at the Location for Pick Up by a PUDO member under the Program and where the APDO is not entitled to a fee from PUDO under Section 4.2, the APDO may charge a fee to the PUDO member that shall not exceed:
4. The party who pays an amount under this Agreement to the other party shall also pay all applicable taxes thereon.
MISCELANEOUS PROVISIONS
1. PUDO acknowledges that depending on size, the Operator has a certain storage capacity. For this purpose, together with the Operator, PUDO will assist the Operator to find reasonable storage solutions in case of a storage problem that may arise.
2. The Operator agrees that, except as required by law, no public statement or advertisement that mentions PUDO shall be given or published without the prior written approval of PUDO.
3. With respect to the subject matter of this Agreement, this Agreement: (a) sets forth the entire agreement between the Parties and any persons who have in the past or who are now representing either of the Parties hereto, (b) supersedes all prior understandings and communications between the Parties, oral or written, and (c) constitutes the entire agreement between the Parties. Each party acknowledges that it shall have no right to rely upon any amendment, waiver, promise, modification, statement or representation after the execution of this Agreement unless it is in writing and signed by each of the Parties.
4. Except as may be expressly provided in this Agreement, PUDO disclaims all warranties and conditions, express or implied, with respect to PUDO’s services including the Program and the services and technology described in Section 2, or the results obtained, including without limitation any implied warranties or conditions of merchantability or fitness for a particular purpose and those arising by statute, otherwise in law or from a course of dealing. PUDO is not liable for any loss of profits or for any special, consequential, incidental, indirect, reliance, or exemplary damages in contract, tort or otherwise, whether or not the possibility of such damages was disclosed to PUDO or could have been reasonably foreseen by PUDO. In no event shall PUDO’s aggregate liability for damages of any kind and regardless of the form of action, exceed the amount the Operator paid to PUDO in the three-month period prior to the date of the event that gives rise to a claim.
5. All dollar amounts referred to in this Agreement refer to the currency of the jurisdiction in which the Operator Location is situated.
6. The term of this Agreement commences as of the Effective Date and has an initial term of one (1) year. This Agreement shall renew automatically for successive one (1) year periods unless terminated in accordance with this Agreement. Termination notice via email to info@pudoinc.com.
7. This Agreement (including fees and other amounts under Section 4 of this Agreement) and the Program may be amended by PUDO on at least fourteen (14) days’ written notice via mail confirmation receipt or email with return email acknowledgement by PUDO to the Operator. If the Operator is not satisfied with any amendment, the Operator may terminate this Agreement by giving written notice or email (info@pudoinc.com) to PUDO prior to the date on which the amendment becomes effective. Either party may terminate this Agreement effective upon written notice or email as described above to the other party if the other party breaches this Agreement and does not cure the breach within fourteen (14) days written notice or email as described above that describes the breach. This Agreement may also be terminated for any or no reason whatsoever by either party upon giving thirty (30) days’ prior written notice to the other party.
8. Upon termination of this Agreement for any reason whatsoever, the Parties shall have the following rights and responsibilities: (a) the Operator and PUDO will complete all unfilled duties under this Agreement (i.e. Pick Up and Drop Off’s that are in the process at the time of termination) (b) each party shall pay within thirty (30) days all charges and credits owing to the other part and (c) once all operational requirements have been satisfied, the Operator will return all PUDO issued property (devices, scanners, tablets, signs, charging cables, etc.) to the address designated by PUDO. The provisions of this Agreement which expressly or impliedly are intended to survive termination, shall survive termination (including Sections 2.6, 2.8, 3, 5.2, 5.4, 5.9, 5.11, 5.12 and 5.16). Upon termination, the Operator shall provide termination assistance as may be reasonable requested by PUDO.
9. The Operator agrees to keep confidential and not to disclose or use at any time, either before or after termination of this Agreement, any non-public information of PUDO (“Confidential Information”) of which the Operator has become aware (whether disclosed orally or otherwise and regardless of whether marked as confidential), except use of the Confidential Information for the purposes of this Agreement and disclosure of it to the employees of the Operator who have the need to know the Confidential Information for the purposes of this Agreement. The Confidential Information includes the provisions of this Agreement and information regarding PUDO members, PUDO solutions and other technology, the Program and PUDO authorized vendors and couriers. Confidential Information does not include information that (a) becomes part of the public domain without breach of this Agreement (b) is independently known to the Operator (c) is or was disclosed by a third party to the Operator without an obligation upon the third party to keep such information confidential, or (d) is required to be disclosed by law.
10. PUDO does not represent or warrant that its services, solutions and technology will be uninterrupted or error-free.
11. The Operator acknowledges that PUDO may license (on a non-exclusive basis) one or more of PUDO’s trade-marks to the Operator from time to time. The trade-marks shall be used solely in association with the Operator’s services under this Agreement and solely at the Location. The Operator will promptly upon request or upon termination of the Agreement discontinue any use of any trade-marks of which PUDO disapproves. PUDO may change the trade-marks including withdrawing one or more trade-marks from the license. The Operator shall not use the trade-marks as part of its firm or corporate name and will not do anything or assist any person to do anything, which could infringe upon or contest the rights of PUDO in any of the trade-marks. The Operator shall use the trade-marks in accordance with the standards and instructions supplied by PUDO to the Operator from time to time, and the Operator shall permit PUDO to inspect the Operator’s use of the trade-marks. All goodwill that may arise from use of the trade-marks shall at all times remain the sole property of PUDO and shall ensure to the sole benefit of PUDO. The Operator shall not alter any of the trade-marks and shall use such notices with the trade-marks as PUDO may designate from time to time. PUDO shall have the sole right to enforce any rights against third parties regarding the trade-marks.
12. Any notices required or permitted hereunder may be given to the appropriate party at the address specified at the top of page one of this Agreement or at such other address as the party shall specify in writing or via email. Such notice shall be deemed given upon delivery by commercial courier; if sent by facsimile, upon confirmation of receipt; email acknowledgement if sent by email: or if sent by certified or registered mail, postage prepaid, five days after the date of mailing.
13. This Agreement may be executed in one or more counterparts via PDF each of which shall be deemed an original and all of which shall be taken together and deemed one instrument.
14. The Parties to this Agreement are independent contractors and no franchise, agency, partnership, joint venture, or employee relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.
15. No remedy conferred upon a party (including an indemnification or termination right) shall exclude any other legal or equitable remedy and all remedies shall be cumulative.
16. The Operator shall defend, indemnify and hold harmless PUDO and its affiliated companies, and their respective officers, directors and employees regarding any claims (including settlement amounts, and costs and expenses associated with a claim) arising out of (a) injury to persons or property on or about the Location (b) loss or damage to packages that occurs after Drop Off and before Pick Up, or (c) acts or omissions of the Operator regarding its business under the Program.
17. For Operator’s located in Canada, this Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable in the Province of Ontario and shall be treated, in all respects, as an Ontario contract. Each Party to this Agreement irrevocably attorns to and submits to the jurisdiction of the Courts of Ontario with respect to any matter arising under or relating to this Agreement.
18. For Operator’s located in the United States: this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware and the federal laws of the United States applicable in the State of Delaware and shall be treated, in all respects, as a Delaware State contract. Each Party to this Agreement irrevocably attorns to and submits to the jurisdiction of the Courts of Delaware State with respect to any matter arising under or relating to this Agreement.
19. This Agreement shall be binding upon and for the benefit of the Parties and their respective successors, assigns, heirs, administrators and legal personal representatives provided always that the Operator shall not assign or transfer this Agreement without the prior written consent of PUDO.
20. The Parties hereby confirm their express agreement that this Agreement and all documents directly or indirectly related thereto be drawn up in English. LES PARTIES RECONNAISSENT LEUR VOLANTE EXPRESSE QUE LA PRESENTE CONVENTION AINSI QUE TOUS LES DOCUMENTS QUI S’Y RATTACHENT DIRECTEMENT OU INDIRECTEMENT SOIENT REDIGES EN LANGUE ANGLAISE.