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Service Delivery Agreement

Effective as of February 22, 2026

This Service Delivery Agreement (“Agreement”) is entered into between Weels Inc., a corporation registered in the Province of Ontario, located at 30 Shields Crt, Unit 2, Markham, ON L3R 9T5 (“Weels”), and [Organization Name], located at [Address], [City], [Province] [Postal Code] (“Client”), collectively referred to as the “Parties.”

By signing below, Client agrees to be bound by the terms and conditions of this Agreement. This Agreement shall remain in effect until terminated by either Party in accordance with the provisions herein.

1. Definitions

1. “Service” means the pickup, transportation, and delivery of Client’s packages by Weels or its independent contractor drivers (“Drivers”) to a single destination address.
2. “Driver” means an independent contractor engaged by Weels to perform delivery services. Drivers are not employees, agents, or representatives of Weels or Client.
3. “Platform” means the Weels web application, APIs, and related tools used to create, manage, and track shipments.
4. “Service Area” means the geographic delivery zones as published on the Platform, currently encompassing the Greater Toronto Area and surrounding regions.

2. Scope of Service

1. Weels agrees to provide same-day and scheduled delivery services for Client’s packages within the Service Area, subject to the constraints below.
2. Each Service constitutes one delivery to a single destination address containing one package.
3. Each package is subject to the following constraints:
   • Dimensions: Maximum 24″ × 24″ × 24″ (length × width × height).
   • Weight: Maximum 14 lbs (6.35 kg) per package.
   • Declared Value: Maximum $999.00 CAD per package.
4. Packages exceeding these constraints may be refused or subject to additional surcharges at Weels’ sole discretion.
5. Client shall ensure all packages are properly packed, sealed, and labelled with the correct Weels shipping label prior to pickup or drop-off.
6. Labelling Requirement. Weels will only accept and deliver packages that bear a valid Weels shipping label generated through the Platform. Loose items, unlabelled packages, or packages bearing third-party shipping labels will be refused at pickup or drop-off. Weels and its Drivers are under no obligation to transport items that do not have a corresponding Weels shipping label, and shall not be held liable for any delays or losses resulting from Client’s failure to properly label packages.

3. Pricing & Payment

1. Rates are determined by the delivery zone of the destination address. The current rate schedule is as follows:

2. All prices are exclusive of applicable taxes. HST (13%) will be applied to each Service at the time of charge.
3. Prepaid Credit Model. Client’s account operates on a prepaid credit balance. Each Service is charged against the available credit balance at the time of shipment creation. If the credit balance is insufficient, the Service will not be processed until additional credit is added.
4. Top-Ups. Client may add credit to their account at any time via the Platform using the payment method on file, with a minimum top-up amount of $10.00 CAD. Client may also enable automatic top-ups, whereby the payment method on file will be charged automatically when the credit balance falls below the configured threshold.
5. Monthly Invoices. Weels will generate a monthly invoice summarizing all Services consumed during the billing period. Monthly invoices are provided for record-keeping purposes and reflect charges already deducted from the prepaid credit balance.
6. Failed Deliveries & Re-Delivery Policy. If a delivery cannot be completed (e.g., recipient unavailable, incorrect address, refused delivery), the package will be returned to the Weels depot and automatically scheduled for re-delivery on the next business day. The following re-delivery terms apply:
   1. First Re-Delivery (Free). One (1) re-delivery attempt will be made at no additional charge.
   2. Client Action Required. After the first failed delivery attempt, Client must contact Weels (via the Platform, email to [email protected], or phone) to request cancellation, address update, hold, or any other modification to the shipment. Failure to contact Weels before the second re-delivery attempt will result in automatic re-delivery and the associated charge described below.
   3. Second & Subsequent Re-Deliveries (Charged). If Client does not cancel, update, or place a hold on the shipment before the next re-delivery attempt, the package will be automatically re-dispatched and the original per-Service rate will be charged to Client’s credit balance. Each re-delivery charge covers two (2) delivery attempts (one delivery and one complimentary re-delivery). These charges are automatic and non-refundable.
   4. Unclaimed Packages. If a package remains undeliverable after three (3) total delivery attempts and Client has not provided updated instructions, Weels reserves the right to return the package to Client’s premises or hold it at the depot for up to five (5) business days, after which the package may be disposed of at Weels’ discretion. The standard per-Service rate will apply for any return shipment.
7. Client is responsible for all applicable taxes, duties, and government-imposed fees related to the Services.
8. Volume-based or custom pricing may be negotiated separately in writing.

4. Pickup & Delivery

1. Orders submitted via the Platform by 11:00 AM EST on a business day will be eligible for same-day delivery, subject to Driver availability and capacity.
2. Weels will use commercially reasonable efforts to complete same-day deliveries within a nine (9) hour delivery window from the time of pickup.
3. Clients eligible for daily pickup service (as determined by location proximity) may have packages collected from their premises. Pickup fees and waiver thresholds are as stated during onboarding.
4. Clients not eligible for daily pickup must drop off packages at the Weels depot at the address provided on the Platform.
5. Unless age verification or signature service is selected, Drivers may leave packages in a safe location at the recipient’s door if the recipient is unavailable.

5. Insurance & Declared Value

1. Each Service includes basic coverage of up to $100.00 CAD per package at no additional charge.
2. Client may purchase supplemental coverage up to the declared value of the package (maximum $999.00 CAD) at rates published on the Platform.
3. Weels maintains commercial general liability insurance applicable to the transportation services provided under this Agreement.

6. Independent Contractors

1. All deliveries are performed by independent contractor Drivers, not employees of Weels or Client. Drivers determine the method, means, and route of delivery.
2. Client shall not direct, control, or supervise Drivers. Any instructions regarding delivery preferences (e.g., “leave at door”) are requests, not directives.
3. Weels is solely responsible for its contractual relationship with Drivers, including compensation, onboarding, and compliance.

7. Limitation of Liability

1. Weels shall not be liable for delays, loss, or damage caused by: acts of God, public emergencies, government action, strikes, pandemics, severe weather, acts of the recipient or third parties, inherent defects in the goods, or any cause beyond Weels’ reasonable control.
2. In no event shall either Party be liable to the other for indirect, incidental, consequential, special, or punitive damages, including but not limited to lost profits, lost revenue, or loss of business opportunity, regardless of the cause of action or theory of liability.
3. Weels’ total aggregate liability under this Agreement shall not exceed the fees paid by Client to Weels in the three (3) months preceding the event giving rise to the claim.
4. Claims for loss or damage must be reported in writing within seven (7) days of delivery. Packages must be retained in original packaging for twenty-one (21) days to allow inspection. Claims not filed within thirty (30) days are waived.
5. No claim shall be entertained until all charges relating to the shipment in question have been paid in full.

8. Indemnification

1. Client shall indemnify, defend, and hold harmless Weels, its officers, directors, employees, Drivers, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or related to: (i) Client’s breach of this Agreement; (ii) the nature, packaging, or labelling of Client’s goods; (iii) any violation of applicable laws or regulations by Client; or (iv) any third-party claim related to Client’s products or services.
2. Weels shall indemnify Client against claims arising directly from Weels’ gross negligence or wilful misconduct in performing the Services.

9. Confidentiality

Each Party agrees to treat all non-public information received from the other Party as confidential, including but not limited to pricing, business processes, customer data, and technical information. Neither Party shall disclose such information to any third party without the prior written consent of the disclosing Party, except as required by law.

10. Data Protection & Privacy

1. Client acknowledges that Weels will collect, process, and store personal data (including recipient names, addresses, phone numbers, and delivery information) for the purpose of performing the Services.
2. Weels will handle all personal data in accordance with applicable Canadian privacy legislation, including PIPEDA.
3. Client warrants that it has obtained all necessary consents from recipients for the sharing of their personal data with Weels for delivery purposes.

11. Prohibited & Restricted Items

11.1 Prohibited Items. Client shall not tender for delivery any of the following:

1. Illegal substances or items prohibited under federal, provincial, or municipal law;
2. Explosives, firearms, ammunition, or weapons of any kind;
3. Hazardous materials, flammable liquids, corrosives, radioactive materials, or any goods classified as dangerous under the Transportation of Dangerous Goods Act (Canada);
4. Live animals;
5. Human remains or biological specimens;
6. Currency, negotiable instruments, precious metals, or loose gemstones;
7. Any item that requires special transport permits not held by Weels or its Drivers.

11.2 Age-Restricted Items. Weels supports the delivery of age-restricted products, including but not limited to tobacco, alcohol, cannabis, and vaping products, provided the following conditions are met:

1. Client must select the Age Verification delivery service for every shipment containing age-restricted products. Failure to select Age Verification for such shipments constitutes a material breach of this Agreement.
2. Client warrants that it holds all licences, permits, and authorizations required under applicable federal, provincial, and municipal law to sell and distribute such products, including but not limited to retail cannabis licences under the Cannabis Act, AGCO licences for alcohol and tobacco, and any other regulatory approvals.
3. Client shall provide proof of such licences to Weels upon request and shall promptly notify Weels if any licence is suspended, revoked, or not renewed.
4. Client is solely responsible for ensuring that its products comply with all applicable packaging, labelling, and health warning requirements.
5. Weels and its Drivers will verify the recipient’s government-issued photo identification to confirm the recipient meets the applicable minimum age requirement (18 or 19 years, as determined by provincial law) before releasing the package. If verification cannot be completed, the package will not be released and will be returned.
6. Client acknowledges that Weels acts solely as a transportation provider and does not hold any licence to sell, distribute, or possess age-restricted products. Title to and responsibility for such products remains with Client at all times.

11.3 Perishable & Temperature-Sensitive Items. Perishable or temperature-sensitive items may be shipped only with prior written arrangement between Weels and Client. The following conditions apply:

1. Weels does not guarantee temperature-controlled transportation unless specifically agreed upon in writing.
2. Overnight refrigerated storage at Weels’ commercial facility may be available for up to one (1) night on a case-by-case basis, subject to capacity and prior arrangement. Additional fees apply for refrigerated storage and will be quoted separately.
3. Client is responsible for ensuring all perishable items are properly insulated and packaged for transit. Weels shall not be liable for spoilage, degradation, or quality loss of perishable goods during transportation or storage.
4. Client assumes all risk related to the condition of perishable items from the point of pickup onward, except in cases of gross negligence by Weels or its Drivers.

11.4 Client Liability. Client shall indemnify, defend, and hold harmless Weels, its officers, directors, Drivers, and agents from and against any and all fines, penalties, claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising from or related to: (i) the shipment of prohibited items by Client; (ii) Client’s failure to select Age Verification for age-restricted products; (iii) Client’s failure to maintain required licences or regulatory approvals; or (iv) any violation of applicable laws or regulations related to the products tendered for delivery. This indemnification obligation shall survive termination of this Agreement.

12. Term & Termination

1. This Agreement commences on the date of signing and continues until terminated by either Party.
2. Either Party may terminate this Agreement at any time by providing written notice (email to [email protected] is sufficient).
3. Upon termination, Client remains liable for all fees incurred prior to the effective date of termination, including any outstanding invoices and return shipment charges.
4. Sections 7, 8, 9, 10, and 13 shall survive termination of this Agreement.

13. General Provisions

1. Governing Law. 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 therein. Any disputes shall be subject to the exclusive jurisdiction of the courts of Ontario.
2. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, representations, and understandings.
3. Amendments. Weels may update the terms of this Agreement by providing thirty (30) days’ written notice to Client. Continued use of the Services after the notice period constitutes acceptance of the updated terms.
4. Severability. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
5. Force Majeure. Neither Party shall be liable for failure to perform obligations due to circumstances beyond its reasonable control, including but not limited to natural disasters, pandemics, government restrictions, labour disputes, or infrastructure failures.
6. Assignment. Client may not assign this Agreement without the prior written consent of Weels. Weels may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
7. Intellectual Property. Weels retains all rights, title, and interest in its Platform, branding, technology, and intellectual property. Nothing in this Agreement grants Client any rights therein beyond the limited right to use the Platform for the purposes contemplated herein.

14. Points of Contact

Weels Inc. and Client have agreed to elect the following individuals as points of contact for any issues or communications related to this Service Delivery Agreement:

• Weels Inc. — Alex Vatamanescu — [email protected] — 416-702-7034
• [Organization Name] — [Contact Name] — [Email] — [Phone]