Terms of Service
Last updated: March 21, 2026
1. Acceptance of Terms
By accessing or using the UPSO platform (web, mobile, or APIs), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the platform. UPSO Technologies Inc. ("UPSO", "we", "us") is a corporation registered in Ontario, Canada.
2. Eligibility
You must be at least 18 years old and legally able to form a binding contract. By creating an account, you represent that all information you provide is accurate and complete. Providers (drivers, service professionals) must meet additional eligibility criteria including valid identification, insurance, and background verification.
3. Account Registration & Security
You are responsible for maintaining the confidentiality of your account credentials and for all activity under your account. UPSO uses phone-based OTP verification, email verification, and encrypted session cookies. You must immediately notify UPSO of any unauthorized use. We reserve the right to suspend or terminate accounts that violate these Terms, engage in fraudulent activity, or pose a risk to platform safety.
4. Platform Services
UPSO operates as a multi-service marketplace connecting Customers with:
- UPSO Kitchen: Food ordering and delivery from restaurants and home chefs
- UPSO Caravan: Scheduled intercity cost-share carpooling, riders contribute toward the cost of a trip a Pro is already making. Caravan is not a taxi or on-demand ride service.
- UPSO Send: Same-day courier and parcel delivery
- UPSO Market: Grocery, pharmacy, and retail delivery
- NeighborGoods: Peer-to-peer marketplace with SafeTrade
- UPSO Pros & Sidekick: On-demand and scheduled home, trade, and professional services
5. Independent Contractor Relationship
Providers (drivers, service professionals, vendors) are independent contractors, not employees of UPSO. Each booking is a contract between the Customer and the Provider. UPSO is a venue that connects them, is not a party to that contract, and does not perform the services. UPSO does not control the manner or method by which Providers perform services. Providers are solely responsible for their own taxes (including CRA obligations), insurance, licences, WSIB registration where the law requires it, equipment, and expenses. Nothing in these Terms creates an employment, partnership, or joint venture relationship.
6. Pricing, Fees & Payments
- Payment collection: UPSO collects the Customer's payment on the Provider's behalf as the Provider's limited payment collection agent, and pays it to the Provider less the platform fee. Payment received by UPSO from a Customer is treated as payment received by the Provider from that Customer.
- Service Fees: UPSO charges a platform service fee on applicable transactions.
- Delivery Fees: Calculated based on distance, demand, and regional pricing rules.
- Small Order Fees: May apply for orders below a minimum threshold.
- Tipping: 100% of tips go directly to the Provider. UPSO does not take any portion.
- Currency: All prices are in Canadian Dollars (CAD) and include applicable taxes where indicated.
7. Cancellation & Refunds
Customers may cancel orders before they are accepted by a Provider at no charge. Once accepted, cancellation fees may apply. Refund requests are reviewed on a case-by-case basis. UPSO reserves the right to issue credits to UPSO Wallet instead of original payment method refunds.
8. UPSO Wallet
UPSO Wallet is a stored-value balance for use within the platform. Wallet balances are non-transferable and non-refundable except as required by Ontario consumer protection law. UPSO may issue promotional credits subject to expiration and usage conditions.
9. Age-Restricted Products
Certain products (alcohol, cannabis, vaping products) require age verification upon delivery in accordance with Ontario law (19+ for alcohol under the Liquor Licence and Control Act, 2019). Providers must verify valid government-issued photo ID before releasing restricted items. Non-compliance will result in deactivation.
10. Prohibited Conduct
- Fraudulent, deceptive, or misleading behaviour
- Harassment, discrimination, or violence toward any user
- Use of the platform while impaired by drugs or alcohol (Providers)
- Circumventing platform fees by arranging off-platform transactions
- Creating multiple accounts, fake reviews, or fraudulent claims
- Unauthorized scraping, data mining, or automated access
11. Intellectual Property
All UPSO branding, software, content, and trademarks are the property of UPSO Technologies Inc. Users retain ownership of their own content (photos, reviews, listings) but grant UPSO a worldwide, non-exclusive licence to use, display, and distribute such content on the platform.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY ONTARIO LAW, UPSO SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR USE OF THE PLATFORM. UPSO'S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY YOU TO UPSO IN THE 12 MONTHS PRECEDING THE CLAIM. This platform is provided "as is" without warranties of any kind, express or implied.
13. Indemnification
You agree to indemnify, defend, and hold harmless UPSO Technologies Inc., its officers, directors, employees, and agents from any claims, losses, or damages (including legal fees) arising from your use of the platform, your violation of these Terms, or your violation of any applicable law.
14. Privacy
Your use of UPSO is also governed by our Privacy Policy, which describes how we collect, use, and protect your personal information in compliance with PIPEDA and Ontario privacy law.
15. Dispute Resolution
Any disputes arising from these Terms shall first be attempted to be resolved through informal negotiation. If unresolved, disputes shall be submitted to binding arbitration in Kingston, Ontario under the Arbitration Act, 1991 (Ontario). You waive any right to participate in a class action lawsuit.
16. Governing Law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You consent to the exclusive jurisdiction of the courts of Ontario.
17. Modifications
UPSO reserves the right to modify these Terms at any time. Material changes will be communicated via email or in-app notification. Continued use of the platform after changes constitutes acceptance of the updated Terms.