Effective: January 1, 2025

This Agreement (“Agreement”) is made and entered into by and between you, the undersigned contractor (“CONTRACTOR”), an independent contractor engaged in the business of performing the services contemplated by this Agreement, and Courial, Inc. (“COURIAL” or “COMPANY”). CONTRACTOR may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.

 

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION XI, AS IT REQUIRES THE PARTIES (UNLESS YOU VALIDLY OPT OUT OF ARBITRATION, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION.

 

RECITALS

COURIAL is a technology company that provides an online marketplace connection using web-based technology (“Courial Platform”) to connect independent contractors with businesses and consumers. The Courial Platform enables registered users to request delivery, courier, and chauffeur services, which are then offered to contractors for fulfillment. COURIAL itself does not provide delivery or chauffeur services.

 

CONTRACTOR is an independent provider of such services, authorized to conduct the services contemplated by this Agreement in the geographic location(s) where CONTRACTOR operates, and possesses all necessary licenses, permits, vehicles, equipment, and personnel required by law.

 

CONTRACTOR desires to enter into this Agreement to receive delivery and chauffeur opportunities via the Courial Platform. CONTRACTOR expressly understands and agrees that he/she is not an employee of COURIAL and is engaged as an independent contractor.

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I. PURPOSE OF AGREEMENT

This Agreement governs the relationship between COURIAL and CONTRACTOR and establishes the parties’ rights and obligations. Nothing in this Agreement shall guarantee CONTRACTOR any particular volume of business. CONTRACTOR is free to accept or reject any opportunity, and may perform services for other businesses, including Courial competitors.
 

II. CONTRACTOR’S OPERATIONS

    •    CONTRACTOR operates an independently established enterprise.

    •    CONTRACTOR determines the manner, method, and means of performing services, including pickup, delivery, routes, and schedules.

    •    CONTRACTOR is solely responsible for compliance with all applicable laws, permits, and licenses.

    •    CONTRACTOR is not required to wear uniforms, display Courial branding, or report to supervisors.

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III. CONTRACTED SERVICES

From time to time, CONTRACTOR may be offered opportunities through the Courial Platform to complete:

    •    Delivery Services (“Courial Services”)

    •    Chauffeur Services (“Chauffeur Services”)

 

Each accepted opportunity (“Contracted Service”) must be completed safely, lawfully, and in accordance with consumer specifications.

 

Failure to complete an accepted Contracted Service may result in forfeiture of payment, offsets, or account deactivation in accordance with Section IV.
 

IV. COMPENSATION & OFFSETS

1. Compensation

 

CONTRACTOR will be compensated as follows:

    •    Courials (Delivery Partners): Contractor retains 70% of delivery fees and 100% of tips; 80% of delivery fees if using an EV.

    •    Chauffeurs (Luxury Ride Partners): Contractor retains 80% of ride fees and 100% of tips; 90% of ride fees when using Company-approved highest luxury class vehicles (as designated by COURIAL).

 

Payments will be processed weekly by COURIAL, unless otherwise agreed.

 

2. Offsets, Deductions, and Withholdings

 

COURIAL reserves the right to offset, deduct, or withhold compensation if CONTRACTOR engages in:

    •    (a) verified damage to customer property caused by CONTRACTOR’s negligence or misconduct;

    •    (b) fraud, misrepresentation, or chargebacks attributable to CONTRACTOR;

    •    (c) failure to complete an accepted Contracted Service resulting in costs to COURIAL;

    •    (d) violations of COURIAL’s terms, policies, or codes of conduct that cause financial loss, reputational harm, or brand damage.

 

Payments may be withheld pending investigation. Written notice of any offset will be provided, and CONTRACTOR may dispute within 10 business days.

 

V. RELATIONSHIP OF PARTIES

    •    CONTRACTOR and COURIAL are independent business enterprises.

    •    CONTRACTOR is not an employee, agent, joint venturer, or partner of COURIAL.

    •    CONTRACTOR is solely responsible for taxes, insurance, expenses, and personnel. COURIAL will issue IRS Form 1099 as applicable.

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VI. EQUIPMENT & EXPENSES

CONTRACTOR must provide all equipment and vehicles necessary for services. CONTRACTOR bears all costs of operation, including fuel, maintenance, insurance, and permits.

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VII. PERSONNEL

CONTRACTOR may engage employees or subcontractors (“Personnel”), provided they meet all Courial requirements, including background checks. CONTRACTOR is solely responsible for payment and compliance for all Personnel.

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VIII. INSURANCE & INDEMNITY

    •    CONTRACTOR must maintain all legally required insurance, including auto insurance.

    •    CONTRACTOR acknowledges COURIAL does not provide workers’ compensation coverage.

    •    CONTRACTOR agrees to indemnify and hold harmless COURIAL from claims, losses, and liabilities arising from CONTRACTOR’s actions or omissions.

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IX. MUTUAL ARBITRATION PROVISION

(keep exactly as in your old agreement – CPR Rules, FAA, opt-out option, individual arbitration only).

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X. TERMINATION

    •    CONTRACTOR may terminate this Agreement with 7 days’ written notice.

    •    COURIAL may terminate or deactivate CONTRACTOR’s account for material breach, policy violations, poor performance, fraud, or as otherwise set forth in the Deactivation Policy.

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XI. ENTIRE AGREEMENT & GOVERNING LAW

 

This Agreement supersedes prior agreements and may only be amended in writing. Governing law will be the jurisdiction where CONTRACTOR performs services, except arbitration, which is governed by the FAA.