Terms of service

THE CUSTOMER TERMS OF SERVICE (“AGREEMENT”) CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND HappyGO (“HappyGO,” “WE,” “US,” OR “OUR”).

Acceptance:
(a) HappyGO. HappyGO uses its online marketplace platform, using web-based technology, to connect you, chefs (“Chefs”) and independent delivery driver contractors (“Drivers”) on a web-based platform that may be accessible by desktop, laptop and mobile devices (the “Platform”). HappyGO permits consumers to place orders for food and/or other goods from various restaurants and businesses. Once such orders are made, Drivers are notified that a delivery opportunity is available and HappyGO uses its platform to facilitate completion of the delivery by a Driver to you. HappyGO is not a restaurant, delivery service, or food preparation business.

(b) Use of Platform and Services. If you access, install or use the Platform, install or use any other technology supplied by HappyGO (the “Technology”), or access any information, function, or service available or enabled by HappyGO (each, a “Service” and collectively, the “Services”), or complete the HappyGO account registration process, you, your heirs, assigns, and successors (collectively, “you” or “your”) represent and warrant that:

you have read, understand, and agree to be bound by this Agreement;

you are of legal age in the jurisdiction in which you reside to form a binding contract with HappyGO (the “Minimum Age”); and

you have the authority to enter into the Agreement personally and, if applicable, on behalf of any organization on whose behalf you have created an account and to bind such organization to the Agreement.

(c) No Services without Consent. If you do not agree to be bound by the Agreement, you may not access or use HappyGO’s Services.

Modifications
HappyGO reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Technology or Services at any time, effective upon posting of an updated version of this Agreement through the Services. You should regularly review this Agreement, as your continued use of the Services after any such changes constitutes your agreement to such changes.

Additional Terms and Policies
By using the Services, you agree to be bound by this Agreement and acknowledge and agree to the collection, use, and disclosure of your personal information in accordance with HappyGO’s Privacy Policy, which is incorporated in this Agreement by reference. Certain features of our Services may be subject to additional terms and conditions, which to the extent permitted by applicable law, are incorporated into this Agreement.

Rules and Prohibitions
By using the Services, you agree that:

(a) You will only use the Services in accordance with all applicable laws, including copyrights, trade secrets, or other intellectual property rights or other rights of any third party, including privacy, personality or publicity rights.

(b) You will only access the Services using means explicitly authorized by HappyGO.

(c) You will not use another User’s account, impersonate any person or entity, or forge or manipulate headers or identifiers to disguise the origin of any content transmitted through the Services.

(d) You will not use the Services, or any content accessible through the Services, for any commercial purpose, including but not limited to contacting, advertising to, soliciting or selling to, any Chef, user or Driver, unless HappyGO has given you prior permission to do so in writing.

(e) You will not copy or distribute the Technology or any content displayed through the Platform, including Chefs’ menu content and reviews.

(f) You will provide us with accurate information to create your account and will promptly notify HappyGO of any changes.

(g) You will keep secure and confidential your account password or any identification credentials we provide you which allows access to the Services.

(h) You will not use the Services in any way that could:

damage, disable, overburden or impair any HappyGO server, or the networks connected to any HappyGO server;

gain unauthorized access to the Services and/or to any account, resource, computer system, and/or network connected to any HappyGO server;

probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures HappyGO may use to prevent or restrict access to the Services or use of the Services; or

access the Platform by any method to scrape, copy or monitor any portion of the Platform.
Drivers and Chefs Are Independent
You understand and agree that HappyGO provides a service of connecting you with independent food service providers and others that provide the products offered through independent third-party Chefs and Drivers. You acknowledge and agree that HappyGO does not itself prepare food or offer delivery services, and has no responsibility or liability for the acts or omissions of any Chef or any Driver. HappyGO is not the retailer of any products offered by Chefs, nor is it in the delivery business or a common carrier. HappyGO provides a service of facilitating the transmission of orders by Users to Chefs for pickup or delivery by Drivers. HappyGO will not assess or guarantee the suitability, legality or ability of any Driver or Chef. You agree that HappyGO is not responsible for the Chefs’ food preparation or the safety of the food and does not verify Chefs’ compliance with applicable laws or regulations. HappyGO has no responsibility or liability for acts or omissions by any Chef or Driver.

You agree that the goods that you purchase will be prepared by the Chef you have selected, that title to the goods passes from the Chef to you at the Chef’s location, and that the Driver will be directed by your instructions to transport the products to your designated delivery location. You agree that neither the Driver nor HappyGO holds title to or acquires any ownership interest in any goods that you order through the Services.

Customer Orders and Customer Fees.
(a) Customer Orders. You, as user, must place all customer orders through the Platform at least 48 hours in advance (each “Customer Order”).

(b) Fees for Customer Order. You acknowledge that the fees shown on the Platform for your Customer Order will include HappyGO’s service fee, Chef’s Fee and Delivery Fee, plus GST (the “Customer Fee”). HappyGO is not required to itemize these fees. HappyGO may change the fees at any time. When the Customer Order is placed, your chosen payment method will be charged.

(c) Delivery Time Window. When you place the Customer Order, you will be required to choose a 1 hour time window for delivery (the “Delivery Time Window”).

(d) Refund Eligibility. HappyGO will issue you a full refund (a “Refund”) of the Customer Fee if you:

Provide HappyGO notice of your cancellation within 24 hours of placing the Customer Order, in accordance with the instructions found in your confirmation email; or

Do not receive the Customer Order on the date noted in your Delivery Time Window.

(e) Discount Eligibility. HappyGO will issue you a discount (the “Discount”) of the Customer Fee when items in the Customer Order are:

Wrong or missing, a discount equal to the Chef Fee for the wrong or missing item; and

Delivered outside of the Delivery Time Window, Customer will receive a discount of 10% to 15%, as determined by HappyGO, which will take into account the fault of the delay.

(e) Refund and Discount Method. By Default, HappyGO will issue your Refund or Discount in the form of a HappyGO credit. You may provide written notice to HappyGO on the Platform to have your Refund or Discount issued to your original payment method.

User Account
(a) User Account on Platform. You may be required to register for an account to use parts of the Services. You must provide accurate, current, and complete information during the registration process and at all other times when you use the Services, and to update the information to keep it accurate, current, and complete. You are the sole authorized user of any account you create through the Services. You are solely and fully responsible for all activities that occur under your password or account. You agree that you shall monitor your account to prevent use by minors, and you will accept full responsibility for any unauthorized use of your password or your account. You may not authorize others to use your User status, and you may not assign or otherwise transfer your User account to any other person or entity. Should you suspect that any unauthorized party may be using your password or account, you will notify HappyGO immediately. HappyGO will not be liable and you may be liable for losses, damages, liability, expenses, and fees incurred by HappyGO or a third party arising from someone else using your account, regardless of whether you have notified us of such unauthorized use. If you provide any information that is untrue, inaccurate, not current, or incomplete, or HappyGO has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, HappyGO has the right to suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof). You agree not to create an account or use the Services if you have been previously removed by HappyGO, or if you have been previously banned from use of the Services.

(b) Social Media. HappyGO may maintain social media pages for the benefit of the HappyGO community. By posting, commenting, or otherwise interacting with these pages, you agree to abide by the guidelines set out on the Platform for social media use.

Intellectual Property Ownership and User Content.
(a) Intellectual Property Owned by HappyGO. HappyGO alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Technology and the Services. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Technology or the Services, or any intellectual property rights owned by HappyGO. HappyGO name, HappyGO logo, and the product names associated with the Technology and Services are trademarks of HappyGO or third parties, and no right or license is granted to use them. You agree that you will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Technology or the Services.

(b) User Content. HappyGO may provide you with interactive opportunities through the Services, including, by way of example, the ability to post User ratings and reviews (collectively, “User Content”). You represent and warrant that you are the owner of, or otherwise have the right to provide, all User Content that you submit, post and/or otherwise transmit through the Services. You hereby grant HappyGO a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sub-licenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use the User Content in connection with HappyGO’s business and in all forms now known or hereafter invented (“Uses”), without notification to and/or approval by you. You further grant HappyGO a license to use your username and/or other User profile information, including without limitation your ratings history, to attribute User Content to you in connection with such Uses, without notification or approval by you. You agree that this license includes the right for other Users to access and use your User Content in conjunction with participation in the Services and as permitted through the functionality of the Services. In the interest of clarity, the license granted to HappyGO herein shall survive termination of the Services or your account. HappyGO reserves the right in its sole discretion to remove or disable access to any User Content from the Services, suspend or terminate your account at any time, or pursue any other remedy or relief available under equity or law if you post any User Content that violates this Agreement or we consider to be objectionable for any reason. You agree that HappyGO may monitor and/or delete your User Content (but does not assume the obligation) for any reason in HappyGO’s sole discretion. HappyGO may also access, read, preserve, and disclose any information as HappyGO reasonably believes is necessary to (i) satisfy any applicable law, regulation, legal process, or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security, or technical issues, (iv) respond to User support requests, or (v) protect the rights, property or safety of HappyGO, its users and the public.

(c) Feedback. You agree that any submission of any ideas, suggestions, and/or proposals to HappyGO through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that HappyGO has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback and you hereby grant to HappyGO a perpetual, irrevocable, transferable, fully paid, royalty-free, non-exclusive, worldwide, fully sublicenseable right and license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works, distribute and/or otherwise use such Feedback.

(d) Ratings and Reviews. To the extent that you are asked to rate and post reviews of Chefs or Drivers (“Ratings” and “Reviews”), such Ratings and Reviews are considered User Content and are governed by this Agreement. Ratings and Reviews are not endorsed by HappyGO and do not represent the views of HappyGO or its affiliates. HappyGO shall have no liability for Ratings and Reviews or for any claims for economic loss resulting from such Ratings and Reviews. Because we strive to maintain a high level of integrity with respect to Ratings and Reviews posted or otherwise made available through the Services, you agree that: (i) you will base any Rating or Review on first-hand experience with the Chef or business; (ii) you will not provide a Rating or Review for any Chef or business for which you have an ownership interest, employment relationship or other affiliation or for any of that company’s competitors; (iii) you will not submit a Rating or Review in exchange for payment, free food items, or other benefits from a Chef or business; and (iv) your review will comply with the terms of this Agreement. If we determine, in our sole discretion, that any Rating or Review could diminish the integrity of the Ratings and Reviews or otherwise violates this Agreement, we may remove such User Content without notice.

Communications and Use of Platform.
(a) Acceptance of Communications. By creating a HappyGO account, you electronically agree to accept and receive communications from HappyGO, Drivers, or third parties providing services to HappyGO including via email, text message, calls, and push notifications to the cellular telephone number you provided to HappyGO. You understand and agree that you may receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of HappyGO, its affiliated companies and/or Driver, including but not limited to communications concerning orders placed through your account on the Services. Message and data rates may apply. If you do not wish to receive promotional emails, text messages, or other communications, you may change your notification preferences by accessing the Settings in your account. You may also opt-out of receiving text messages from HappyGO by replying “STOP” from the mobile device receiving the messages.

(b) Consent to use Platform. By creating a HappyGO account, you also consent to the use of an electronic record to document this Agreement. You may withdraw your consent to the use of the electronic record by notifying HappyGO on the Platform.

Dispute Resolution.
(a) Arbitration. The Parties agree to the following dispute resolution procedure:

(i) Once a dispute arises, Parties will first negotiate in good faith for a period of 30 days.

(ii) If a resolution is not reached within 30 days, the Parties agree to follow provincial arbitration law and use ADRIC’s (ADR Institute of Canada) Simplified Resolution Procedure to resolve the dispute.

(iii) In accordance with the Simplified Arbitration Procedure, the Parties will appoint one arbitrator who will preside over the dispute.

(iv) Any decision by the arbitrator will be final and binding upon the Parties.

(v) The Parties will each be responsible for their own costs of the arbitration, and will equally split the costs of obtaining the arbitrator.

(vi) Notwithstanding this dispute procedure, the Parties acknowledge the right to opt out of arbitration and bring a dispute before a court of competent jurisdiction within Calgary, Alberta.

(b) Independent Contractor Agreement Prevails for Independent Contractors. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall supersede, amend, or modify the terms of any separate agreement(s) between you and HappyGO relating to your work as an employee or independent contractor, including without limitation, any independent contractor agreement governing your services as a contractor.

Third-Party Interactions
(a) Third-Party Websites, Applications and Advertisements. The Services may contain links to third-party websites, applications and advertisements (“Third-Party Websites & Advertisements”). When you click on a link to a Third-Party Websites & Advertisements, HappyGO will not warn you that you have left HappyGO’s Platform or Services and will not warn you that you are subject to the terms and conditions (including privacy policies) of another website or destination. HappyGO does not control these Third-Party Websites & Advertisements, and as such, is not responsible for them. HappyGO does not endorse or make any warranties or representations about the Third-Party Websites & Advertisements. You are responsible for all action or inaction taken with regard to these.

Transactions Involving Alcohol
You may have the option to request delivery of alcohol products in some locations and from certain Chefs. If you receive your delivery in Canada, you agree that you will only order alcohol products if you are of legal age. If you receive your delivery in another country, you agree that you will only order alcohol products if you are of legal age to purchase alcohol products in the relevant jurisdiction. You also agree that, upon delivery of alcohol products, you will provide valid government-issued identification proving your age to the Driver delivering the alcohol products and that the recipient will not be intoxicated when receiving delivery of such products. If you order alcohol products, you understand and acknowledge that neither HappyGO nor the Driver can accept your order of alcohol products, and the order will only be delivered if the Chef accepts your order. The Driver reserves the right to refuse delivery if you are not of legal age to purchase alcohol products in the relevant jurisdiction, if you cannot provide a valid government issued ID, if the name on your ID does not match the name on your order, you are visibly intoxicated or if delivery would otherwise violate applicable laws. If the Driver is unable to complete the delivery of alcohol products for one or more of these reasons, you are subject to a non-refundable $20 restocking fee.

Indemnification
You agree to indemnify and hold harmless HappyGO and its officers, directors, employees, agents and affiliates (each, an “Indemnified Party”), from and against any losses, claims, actions, costs, damages, penalties, fines and expenses, including without limitation legal and attorneys’ fees and expenses, that may be incurred by an Indemnified Party arising out of, relating to or resulting from (a) your User Content; (b) your misuse of the Technology, Platform or Services; (c) your breach of this Agreement or any representation, warranty, condition or covenant in this Agreement; or (d) your violation of any applicable laws, rules or regulations through or related to the use of the Technology, Platform or Services. In the event of any claim, allegation, suit or proceeding alleging any matter potentially covered by the agreements in this section, you agree to pay for the defense of the Indemnified Party, including legal costs on a solicitor and client costs on a full indemnity basis. HappyGO reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with HappyGO in asserting any available defenses. This provision does not require you to indemnify any Indemnified Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Technology, Platform or Services. You agree that the provisions in this section will survive any termination of your account, this Agreement, or your access to the Technology, Platform and Services.

Disclaimer of Warranties
YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE TECHNOLOGY AND SERVICES IS ENTIRELY AT YOUR OWN RISK. CHANGES ARE PERIODICALLY MADE TO THE TECHNOLOGY AND SERVICES AND MAY BE MADE AT ANY TIME WITHOUT NOTICE TO YOU. THE TECHNOLOGY AND SERVICES ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF CHEFABILITY, FITNESS FOR A PARTICULAR OR GENERAL PURPOSE AND NON-INFRINGEMENT. HappyGO MAKES NO WARRANTIES, CONDITIONS OR REPRESENTATIONS ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT MADE AVAILABLE THROUGH THE TECHNOLOGY OR SERVICES, OR THE SERVICES, TECHNOLOGY, TEXT, GRAPHICS OR LINKS.

HappyGO DOES NOT WARRANT THAT THE TECHNOLOGY OR SERVICES WILL OPERATE ERROR-FREE OR THAT THE TECHNOLOGY OR SERVICES ARE FREE OF COMPUTER VIRUSES AND OTHER HARMFUL MALWARE. IF YOUR USE OF THE TECHNOLOGY OR SERVICES RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, HappyGO SHALL NOT BE RESPONSIBLE FOR THOSE ECONOMIC COSTS.

Internet Delays
The Technology and Services may be subject to limitations, delays, and other problems inherent in the use of the Internet and electronic communications. Except as set forth in HappyGO’s privacy policy or as otherwise required by applicable law, HappyGO is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.

Breach And Limitation of Liability
(a) Limitation of Liability. To the fullest extent permitted by applicable law, HappyGO’s aggregate liability shall not exceed the greater of amounts actually paid by or due from You to HappyGO in the six (6) month period immediately preceding the event giving rise to such claim.

(b) Disclaimer of Certain Damages. To the fullest extent permitted by applicable law HappyGO shall not be liable to you or anyone else for any indirect, punitive, special, exemplary, incidental, consequential or other damages of any type or kind, including personal injury, lost profits, pain and suffering, emotional distress, economic loss, and loss of data, revenue, use.

Termination
If you violate this Agreement, HappyGO may respond based on a number of factors including, but not limited to, the egregiousness of your actions and whether a pattern of harmful behavior exists.

In addition, at its sole discretion, HappyGO may modify or discontinue the Technology or Service, or may modify, suspend or terminate your access to the Technology or the Services, for any reason, with or without notice to you and without liability to you or any third party. In addition to suspending or terminating your access to the Technology or the Service, HappyGO reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal or injunctive redress. Even after your right to use the Technology or the Services is terminated, this Agreement will remain enforceable against you. All provisions which by their nature should survive to give effect to those provisions shall survive the termination of this Agreement.

General Provisions
(a) Entire Agreement: This Agreement along with its schedules, HappyGO’s Privacy Policy and all Independent Contractor Agreements constitute the entire agreement and understanding between the Parties with respect to the subject matter of this Agreement and include all updates made by HappyGO. However, nothing in this Agreement shall supersede, amend, or modify the terms of any separate agreement(s) between you and HappyGO relating to your work as an employee or independent contractor, including, without limitation, any Independent Contractor Agreement governing your efforts as a contractor.

(b) Amendments. HappyGO may modify this Agreement at any time. When HappyGO makes material changes to this Agreement, it will post the revised Agreement on HappyGO Platform and update the “Last Updated” date at the top of the Agreement. HappyGO will also provide you with notice of any material changes before the date the revised Agreement becomes effective. If you disagree with the revised Agreement, you must cease the use of the Technology and Services immediately. Your continued access to or use of the Platform will constitute acceptance of the revised Agreement. HappyGO may modify information on the Platform hyperlinked from this Agreement from time to time, and such modifications shall be effective upon posting.

(c) Transfer and Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by HappyGO without restriction. Any attempted transfer or assignment in violation hereof shall be null and void. This Agreement binds and inures to the benefit of each party and the party’s successors and permitted assigns.

(d) No Waiver. The failure of HappyGO 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.

(e) No Joint Venture or Partnership. No joint venture, partnership, employment, or agency relationship exists between you, HappyGO or any third party provider as a result of this Agreement or use of the Technology or Services.

(f) Headings. Section headings appearing in this Agreement are for convenience only and do not in any way limit, amplify, modify, or otherwise affect the terms and provisions of this Agreement.

(g) Governing Jurisdiction and Forum. This Agreement shall be governed and interpreted with the Provincial laws of Alberta and the applicable federal laws of Canada. The Parties irrevocably attorn to the exclusive jurisdiction of the forums of the City of Calgary.

(h) Severability. If any part of this Agreement is declared unlawful, unenforceable or invalid, the remainder of this Agreement shall remain in full force and effect.

(i) Notice. Where HappyGO requires that you provide an e-mail address, you are responsible for providing HappyGO with your most current e-mail address. In the event that the last e-mail address you provided to HappyGO is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, HappyGO’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to HappyGO through the web form found on the Platform. Such notice shall be deemed given on the next business day after such e-mail is actually received by HappyGO.

(j) Electronic Communications. As a User of the Platform, You consent to receive communications from HappyGO in an electronic form and agree that all terms and conditions, agreements, notices, disclosures, and other communications that HappyGO provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing. You agree to keep your contact information, including email address, current.

(k) Contact Us. HappyGO welcomes your questions or comments regarding this Agreement. Please forward any questions or concerns by the contact methods provided on the Platform.