Background

The carrier is in the business of providing the services as defined below. BlackDrive is an online Platform that enables its clients to search for and obtain the services from service providers. The Carries wishes to provide the services to the clients( as defined below) and BlackDrive agrees to hire the carrier as a service provider on terms set out in this agreement

1. Definitions and Interpretation

1.1 In this Agreement, unless the context requires otherwise, the following terms shall have the following meanings:-

• Applicable Data Protection Laws: All applicable Canadian laws relating to personal data protection including PIPEDA (Personal Information Protection and Electronic Documents Act) and provincial privacy laws where applicable.
• Business Day: Any day excluding weekends and public holidays in Ontario, Canada.
• Carrier Personal Data: Personal data processed by the Carrier in relation to this Agreement.
• Charges: Amounts payable for the Services as specified in Orders.
• Client(s): Customers or users of the Platform who purchase the Services.
• Contract: A binding agreement between a Client and the Carrier for Services, formed upon acceptance of an Order.
• Order: A request for Services submitted by a Client through the Platform, including details such as date, time, pickup/drop-off locations.
• Platform: The online service operated by TLR Limousines Corp (BlackDrive), including website and app.
• Services: Transportation and driver services provided by the Carrier.
• Service Start Time: The scheduled start time for the Services as specified in the Order.

1.2 Clause and section headings are for convenience only and do not affect interpretation.

1.3 Words importing the singular include the plural and vice versa.

1.4 References to writing include email.

2. Agreement Duration

2.1 This Agreement commences on the date it is signed and continues until terminated by either party giving [X] days’ written notice.

3. Provision of Services and Orders

3.1 BlackDrive will make the Carrier’s Services available to Clients.

3.2 Orders will be sent to the Carrier containing details including:-

• Service date and time
• Pickup and drop-off locations
• Vehicle and driver details
• Any special requests

3.3 The Carrier shall confirm acceptance or rejection of Orders within [X] hours.

3.4 Upon acceptance, a binding Contract forms between the Carrier and the Client.

3.5 The Carrier shall provide Services in strict accordance with the Contract and all agreed terms.

4. Carrier Responsibilities

4.1 The Carrier shall:-

• Maintain vehicle(s) in roadworthy, clean, and air-freshened condition with bottled water for Clients.
• Ensure drivers are professionally dressed and suitably licensed.
• Confirm Service details with BlackDrive at least 12 hours before Service Start Time.
• Arrive punctually and wait for Clients as per agreed waiting times:
• Airports: 75 minutes free waiting; additional waiting only if agreed in writing.
• Other locations: 30 minutes free waiting.
• Notify BlackDrive immediately of any issues or inability to perform Services.
• Comply with all applicable Canadian laws, licences, health and safety regulations.
• Maintain full insurance coverage and provide proof upon request.
• Not use mobile phones during the Service except for navigation or emergencies.
• Behave politely and professionally toward Clients at all times.
• Ensure no smoking, eating, or gum chewing in Client presence during Services.

5. BlackDrive’s Obligations

5.1 BlackDrive will:-

• Provide the Carrier with access to Client Orders.
• Collect payments from Clients and remit Carrier payments as per agreed terms.
• Inform the Carrier of any changes, cancellations, or special requirements.
• Provide necessary cooperation and information to support the Carrier’s Services.

6. Changes and Cancellations

6.1 The Carrier may cancel or propose changes to an Order up to 48 hours before the Service Start Time.

6.2 BlackDrive or Client may cancel or request changes up to 12 hours before Service Start Time.

6.3 Changes must be agreed in writing; if no agreement is reached, the Order may be cancelled.

6.4 Last-minute cancellations or no-shows by the Client may result in penalties or charges as defined in the Order.

7. Charges and Payment

7.1 Charges for Services shall be as agreed per Order.

7.2 BlackDrive will collect payments from Clients and pay the Carrier within [X] days after Service completion, less any Platform commission.

7.3 The Carrier acknowledges that BlackDrive may withhold payments in case of disputes or complaints until resolved.

7.4 Late payments by BlackDrive shall accrue interest at the applicable legal rate under Canadian law.

8. Intellectual Property

8.1 BlackDrive retains all rights to its materials, trademarks, and intellectual property.

8.2 The Carrier grants BlackDrive the right to use images or materials for marketing if selected for awards or promotion.

9. Insurance and Liability

9.1 The Carrier shall maintain insurance coverage including vehicle, liability, and professional indemnity insurance for the duration of this Agreement.

9.2 Proof of insurance must be provided upon request.

9.3 The Carrier is responsible for any fines, taxes, or fees related to the Services.

10. Data Protection

10.1 Both parties shall comply with applicable Canadian data protection laws in handling personal data.

11. Non-solicitation of employees or contractors

• • The following definitions shall apply to this clause 11:-

(a) Restricted Person – Shall mean any firm, company or person employed or engaged by TLR Limousines Corp (BlackDrive) during the term of this agreement, who has been engaged in the provision of the Services or the management of this agreement either as principal, agent, employee, independent contractor or in any other form of employment or engagement.

(b) Restricted Customer – Shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months a customer or prospective customer of, or in the habit of dealing with or ordering the Services through BlackDrive.

(c) Restricted Supplier – Shall mean any firm, company or person who is or has been at any time during the immediately preceding 12 months a supplier of goods or services to BlackDrive or its Clients.

11.2 In order to protect the legitimate business interests of BlackDrive, Carrier covenants with BlackDrive for itself and as agent for each of its personnel that it shall not (and shall procure that no personnel shall):-

(a) Attempt to solicit or entice away or solicit or entice away from the employment or service of BlackDrive the services of any Restricted Person of BlackDrive.

(b) Poach, solicit or entice away (or attempt to solicit or entice away) from BlackDrive the business or custom of any Restricted Customer.

(c) Be involved with the provision of goods or services to any Restricted Customer.

(d) Have any business dealings with, or solicit, entice or attempt to entice away, a Restricted Supplier, if such dealing, solicitation or enticement causes or is reasonably likely to cause such supplier to cease supplying, or to reduce its supply of goods or services to, BlackDrive, or to vary adversely the terms upon which it conducts business with BlackDrive.

(e) Carry on, be engaged, concerned or interested in, or assist in any way, any business concern which is (or intends to be) in competition with the business of BlackDrive.

(f) At any time after termination of this agreement, represent itself as connected or associated with BlackDrive or use any registered names or trading names or domain names, designs or logos associated with BlackDrive or which, in the reasonable opinion of BlackDrive, are capable of confusion with such names, designs or logos.

(g) At any time after termination of this agreement, say anything which may be harmful to the reputation of BlackDrive, whether defamatory or otherwise.

11.3 The Carrier shall be bound by the covenant set out in clause 11.2 during the term of this agreement, and for a period of 36 months after termination of this agreement.

12. Compliance with laws and policies

12.1 In performing its obligations under this agreement, the Carrier shall comply with all Applicable Laws of Canada and the Province of Ontario.

12.2 The Carrier will inform BlackDrive as soon as it becomes aware of any changes in the Applicable Laws.

13. Data protection

13.1 For the purposes of this clause 13, terms such as Commissioner, controller, data subject, personal data, personal data breach, processor and processing shall have the meanings given under applicable Canadian privacy laws including PIPEDA and provincial legislation.

13.2 Both parties will comply with all applicable requirements of Applicable Data Protection Laws. This clause 13 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under Applicable Data Protection Laws.

13.3 The parties have determined that, for the purposes of Applicable Data Protection Laws:-

(a) The Carrier shall process personal data as processor on behalf of BlackDrive.

(b) The Carrier shall act as controller of personal data where applicable.

13.4 This clause 13.4 applies where the Carrier acts as controller pursuant to clause 13.3(b):-

(a) Without prejudice to clause 13.2, the Carrier.

(i) Shall have in place a privacy policy compliant with Applicable Data Protection Laws.

(ii) Shall process all Carrier Personal Data strictly in accordance with its privacy policy (Carrier Privacy Policy).

(iii) Shall not amend the Carrier Privacy Policy without BlackDrive’s prior written consent.

(iv) Shall promptly comply with all reasonable instructions of BlackDrive in connection with the Carrier Privacy Policy, and any amendments, and provide copies upon request.

(v) Warrants that the Carrier Privacy Policy will comply at all times with Applicable Data Protection Laws.

(vi) Is solely responsible for ensuring compliance with Applicable Data Protection Laws for Carrier Personal Data.

(vii) Shall promptly comply with any reasonable instructions to display or make available BlackDrive’s privacy policy.

(b) If inconsistencies exist between the Carrier Privacy Policy and this agreement, this agreement prevails.

13.5 BlackDrive’s Privacy Policy outlines terms of processing its Personal Data and is accessible [link or location].

13.6 Without prejudice to clause 13.2, the Carrier shall, regarding BlackDrive Personal Data:-

(a) Process only on documented instructions of BlackDrive, unless required by law.

(b) Implement appropriate technical and organizational measures to protect data security, including encryption, access controls, backup, and regular assessment;

(c) Ensure confidentiality obligations for personnel processing personal data.

(d) Assist BlackDrive in data subject requests, breach notifications, and regulatory compliance.

(e) Notify BlackDrive within 48 hours of any personal data breach.

(f) Upon termination, delete or return BlackDrive Personal Data unless legally required to retain it.

(g) Maintain records and allow audits by BlackDrive to demonstrate compliance.

13.7 The Carrier shall not appoint or replace any other processor or transfer BlackDrive Personal Data without prior written consent and compliance with Applicable Data Protection Laws.

14. Confidentiality

14.1 Each party shall keep confidential all confidential information concerning the other party’s business, customers, clients, or suppliers except as required by law or for purposes of this agreement.

14.2 Disclosure permitted to employees, contractors or advisors on a need-to-know basis subject to confidentiality.

14.3 Confidential information shall only be used for purposes of this agreement.

15. Limitation of liability

15.1 The Carrier has obtained insurance covering its liability for claims as set out in clause 9.

15.2 Liability includes contract, tort (including negligence), misrepresentation, and restitution.

15.3 No limitation applies for deliberate default.

15.4 Nothing limits BlackDrive’s payment obligations.

15.5 Liability under clauses 4, 6, 9, 10, 11, 12, 13, 14, and 16 is not limited.

15.6 Liability not limited includes:-

(a) Death or personal injury caused by negligence.

(b) Fraud or fraudulent misrepresentation.

(c) Breach of statutory implied terms.

15.7 Subject to above, BlackDrive excludes liability for indirect, consequential, loss of profits, loss of goodwill, loss of business, and other specified losses, except as outlined for certain recoverable losses.

16. Default by Carrier

16.1 Breach of clause 4 responsibilities results in withholding payment for the Order.

16.2 Carrier shall pay compensation up to ten times the Contract Value for breaches.

16.3 Failure to answer BlackDrive calls or texts or breaches of clause 4.1(b) entitles BlackDrive to cancel Orders without notice.

16.4 Breach of clause 11.2 covenants entitles BlackDrive to compensation equal to ten times the loss suffered, calculated on combined payments received in prior five years (formula included)

16.5 Penalties for cancellation under clause 6.1:-

(a) 30% of Contract Value if cancelled >48 hours before Service Start.

(b) 50% if cancelled between 24 and 48 hours before.

(c) 100% if cancelled less than 24 hours before.

16.6 Rights under this clause are in addition to other legal rights.

16.7 Driver No-Show Fine: Up to five times Contract Value for unjustified failure to appear.

16.8 Direct Client Solicitation Fine: Up to CAD $500 per incident for soliciting Clients introduced by BlackDrive.

16.9 Order Status Update Penalty: Failure to timely update Order status can result in a penalty of 100% of Contract Value.

17. Termination

17.1 Without affecting any other right or remedy available to it, either party may terminate this agreement with immediate effect by giving written notice to the other party if:

(a) The other party fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment.

(b) The other party commits a material breach of any other term of this agreement and (if such breach is remediable) fails to remedy that breach within a period of 14 days after being notified to do so.

(c) The other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.

(d) The other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts under applicable Canadian insolvency law.

(e) A petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of the other party (being a company, limited liability partnership or partnership).

(f) An application is made to court, or an order is made, for the appointment of an administrator, or a notice of intention to appoint an administrator is given or an administrator is appointed, over the other party (being a company, partnership or limited liability partnership).

(g) Any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clauses 17.1(d) to 17.1(f) (inclusive).

(h) The other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.

17.2 For the purposes of clause 17.1(b), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from:-

(a) A substantial portion of this agreement; or

(b) Any of the obligations set out in clauses 4, 6, 7, 8, 11, 12, 13, 16.

In deciding whether any breach is material no regard shall be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

17.3 Without affecting any other right or remedy available to it, BlackDrive may terminate this agreement with immediate effect by giving written notice to the Carrier if:-

(a) The Carrier commits a breach of clauses 11, 12, or 16; and

(b) There is a change of Control of the Carrier.

17.4 Blocking Without Explanation: BlackDrive reserves the right to block, suspend, or remove the Carrier from the Platform and cease assigning new Orders at its sole discretion and without obligation to provide a reason.

18. Obligations on termination and survival

18.1 Obligations on termination or expiry.

On termination or expiry of this agreement:-

(a) The Carrier shall immediately provide to BlackDrive details of all Orders not then complete. If the Carrier fails to do so, BlackDrive may enter the Carrier’s premises and take possession of relevant property. Until delivered or returned, the Carrier remains responsible for safekeeping and may not use them for any purpose unrelated to this agreement; and

(b) The Carrier shall, if requested by BlackDrive, provide all assistance reasonably required to facilitate the smooth transition of the Services to BlackDrive or any replacement service provider.

18.2 Survival

(a) On termination or expiry, all existing Orders shall terminate automatically.

(b) Any provision intended to continue on or after termination or expiry shall remain in full force.

(c) Termination or expiry does not affect accrued rights, remedies, obligations, or liabilities including claims for breaches existing at or before termination.

(d) Clauses 11, 16, 18, and 19 shall survive termination.

19. Inadequacy of damages

Without prejudice to any other rights or remedies that BlackDrive may have, the Carrier acknowledges that damages alone would not be an adequate remedy for any breach of this agreement by the Carrier. Accordingly, BlackDrive is entitled to injunction, specific performance, or other equitable relief for any threatened or actual breach.

20. Force majeure

20.1 Force Majeure Event means any circumstance beyond a party’s reasonable control including but not limited to:-

(a) Acts of God, flood, drought, earthquake, or other natural disaster.

(b) Epidemic or pandemic.

(c) Terrorist attack, war, civil unrest, embargo, or breaking diplomatic relations.

(d) Nuclear, chemical or biological contamination.

(e) Any government or public authority action including export/import restrictions.

(f) Building collapse, fire, explosion, or accident.

20.2 Provided it has complied with clause 20.3, if a party (Affected Party) is hindered or delayed by a Force Majeure Event, it shall not be in breach and the time for performance is extended accordingly.

20.3 The Affected Party shall:

(a) promptly notify the other party in writing of the event, start date, expected duration, and impact on performance;

(b) use reasonable efforts to mitigate the event’s effects.

20.4 If the Force Majeure Event continues for more than 2 weeks, the unaffected party may terminate by giving 4 weeks’ written notice.

21. Assignment and other dealings

21.1 The Carrier shall not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over, or otherwise deal with its rights or obligations under this agreement without prior written consent.

21.2 BlackDrive may assign, mortgage, charge, delegate, declare a trust over, or otherwise deal with its rights under this agreement, giving prior written notice to the Carrier.

22. Variation

No variation of this agreement shall be effective unless it is in writing and signed by both parties or their authorized representatives.

23. Waiver

23.1 Any waiver of rights or remedies must be in writing and is not a waiver of subsequent rights.

23.2 Failure or delay in exercising any right shall not constitute a waiver or prevent further exercise.

24. Rights and remedies

The rights and remedies in this agreement are in addition to, not exclusive of, any rights provided by law.

25. Severance

25.1 If any provision is invalid or unenforceable, it shall be deemed deleted without affecting the remainder.

25.2 The parties shall negotiate in good faith to replace any deleted provision with one achieving the intended commercial result.

26. Entire agreement

26.1 This agreement constitutes the entire agreement superseding all prior agreements and understandings.

26.2 Neither party shall have remedies for statements or representations not included in this agreement.

27. No partnership or agency

27.1 Nothing in this agreement creates a partnership, joint venture, or agency relationship.

27.2 Each party acts on its own behalf, not for others.

28. Third party rights

28.1 This agreement does not confer rights to third parties to enforce any terms.

29. Notices

29.1 Notices must be in writing and delivered by hand, pre-paid post, next business day delivery, or email to the party’s registered office or usual correspondence address.

29.2 Notices are deemed received:-

(a) On delivery if by hand.

(b) 9:00 AM on the second business day after posting.

(c) At time of email transmission if within business hours (9 AM–5 PM Mon-Fri, excluding holidays).

29.3 This does not apply to legal proceedings or arbitration notices.

30. Counterparts

30.1 This agreement may be executed in counterparts, each deemed an original.

30.2 Transmission of signed counterparts by fax or email (PDF, JPEG) is effective as delivery of an original.

30.3 No counterpart is effective until all parties have delivered at least one executed counterpart.

31. Governing law

This agreement and disputes arising from it shall be governed by and construed in accordance with the laws of the Province of Ontario and Canada.

32. Jurisdiction

Each party irrevocably submits to the exclusive jurisdiction of the courts of Ontario, Canada to settle any disputes arising out of or relating to this agreement.