Terms of Service

Last Mile Express is operated by UCHAAPKO INC (“Company”, “we”, “us”, “our”). Registered office: 190 Beebalm Cres, Nepean, ON, K2J 7G7. Legal inquiries: legal@lastmile.express. Website: https://lastmile.express.

These Terms of Service (“Terms”) form a binding agreement between you and UCHAAPKO INC when you access https://lastmile.express, request a quote, create an account, tender or receive parcels, apply or engage as a delivery partner, or otherwise use Last Mile Express services.

These Terms incorporate by reference our Acceptable Use & Prohibited Items policy, Shipping & Delivery Policy, Claims & Liability Policy, Privacy Policy, Cookie Policy, Accessibility Statement, and Legal Disclaimer, each available at /legal on our website.

If you sign a separate written master services agreement, contractor agreement, statement of work, or rate schedule with us, that signed agreement controls on conflicting commercial terms; these Terms apply to all other use and fill any gaps.

IF YOU DO NOT AGREE, DO NOT USE OUR WEBSITE OR SERVICES.

You must be at least 18 years old and have legal capacity to contract, or act on behalf of an organization with authority to bind it. Organizational users warrant they have such authority.

You are responsible for all activity under your account credentials and for keeping contact and payment information current. Notify us immediately of unauthorized access. We may suspend or terminate accounts for suspected fraud, abuse, safety risk, or non-payment without liability for resulting delay or refusal of service.

Last Mile Express provides last-mile courier, same-day and scheduled delivery, recurring route services, and related logistics support as an independent delivery contractor. Service availability, coverage areas, vehicle types, and cut-off times are described on https://lastmile.express or in your quote and may change at any time.

We do not provide customs brokerage, freight forwarding, warehousing as a primary business, or all-risk insured carrier services unless expressly agreed in a signed writing. We may subcontract any performance to third-party delivery partners without notice.

UCHAAPKO INC reserves the absolute right to accept, refuse, suspend, cancel, or rearrange any shipment, route, or engagement for any lawful reason, including safety, capacity, credit risk, weather, or suspected non-compliance. Acceptance of a parcel does not create common-carrier duties, strict liability, or any warranty of fitness, merchantability, or on-time performance beyond what is expressly stated in a signed written agreement.

Quotes are estimates only until confirmed in writing or by completed pickup. Final charges may include distance, wait time, after-hours service, failed delivery attempts, special handling, fuel or accessorial surcharges, storage, returns, and applicable taxes (HST/GST/QST as applicable).

Payment terms are net as stated on your invoice or account agreement (default: due on receipt unless otherwise stated). Overdue amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. You authorize us to charge payment methods on file for approved shipments and related fees.

Disputed invoices must be raised in writing within fifteen (15) days of the invoice date with reasonable detail; undisputed portions remain immediately due. Failure to dispute within that period is a waiver of invoice objections to the fullest extent permitted by law.

Delivery windows, SLAs, and performance metrics apply only if expressly set out in a signed B2B agreement with defined remedies. Standard website and quote services are provided on a commercially reasonable efforts basis only — TIME IS NOT OF THE ESSENCE unless expressly agreed in writing.

Traffic, weather, road closures, carrier disruptions, incorrect addresses, recipient unavailability, building access issues, labour shortages, system outages, and force majeure events may affect timing without creating liability beyond any written SLA or the liability limits in these Terms.

Marketing statements about speed, coverage, or “same-day” capability are illustrative and not warranties.

You represent, warrant, and agree that:

• All information you provide (addresses, contacts, contents description, declared value, special instructions) is accurate and complete.
• Parcels are lawfully owned or authorized for shipment and comply with our Acceptable Use policy and all applicable laws.
• Parcels are properly packaged, sealed, and labelled for safe handling in ordinary course delivery; fragile and perishable items are packed accordingly.
• Restricted or high-value items are disclosed and pre-approved in writing where required; you maintain adequate insurance above our liability cap.
• You have obtained all necessary consents to share recipient personal information for delivery and tracking.
• You will not tender hazardous, illegal, stolen, counterfeit, or prohibited items.
• You will defend and indemnify us for any claim arising from your breach of these obligations.

Recipients who accept delivery, provide access instructions, or use tracking tools agree that proof-of-delivery records are conclusive absent fraud, and that claims relating to contents remain between sender and recipient except as limited in our Claims policy.

Recipients release us from claims arising from sender instructions (including authority to leave), building access rules, or refusal to accept a parcel.

You must make parcels available at the agreed pickup time and location. Recipients must be reachable or provide safe drop-off instructions. We may attempt delivery as reasonably practicable; additional attempts may incur fees.

If delivery cannot be completed due to recipient refusal, unsafe conditions, incorrect address, restricted access, or your failure to provide instructions, you remain responsible for all charges and any return, storage, or disposal fees.

Authority to leave (ATL) or signature requirements must be specified in advance. Where ATL is authorized, risk of loss and title issues as between parties pass upon documented drop-off; our liability remains subject to the Claims policy and liability cap.

We may capture photo proof, GPS coordinates, timestamps, electronic or written signatures, and scan events as proof of delivery (POD). POD records are conclusive prima facie evidence of delivery to the address or recipient specified, subject only to clear and convincing evidence of fraud or system error.

Absence of a signature does not prove non-delivery where photo, GPS, or other POD exists and ATL or safe-drop was authorized or customary for the location.

Cancellations after a driver is dispatched or en route may incur cancellation or minimum trip charges. Recurring route changes require notice as set in your account agreement or as reasonably requested by dispatch. No-shows at pickup may be billed as completed trips at our discretion.

Unless a higher limit is agreed in a signed writing before pickup, our liability is limited as set out in Section 12 and our Claims policy. Declared value and supplemental coverage must be requested before pickup and confirmed in writing; fees apply.

You are solely responsible for maintaining your own cargo, property, and business interruption insurance. We are not an insurer and do not sell insurance products through standard shipping.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO ANY SHIPMENT, SERVICE, OR THESE POLICIES IS LIMITED TO THE GREATER OF (A) THE FEES ACTUALLY PAID TO US FOR THAT SPECIFIC SHIPMENT OR SERVICE EVENT OR (B) CAD $100, UNLESS A HIGHER LIMIT IS EXPRESSLY AGREED IN A SIGNED WRITING BEFORE PICKUP. WE ARE NOT LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF DATA, COVER DAMAGES, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

• WE ARE NOT LIABLE FOR DELAY, LOSS, OR DAMAGE CAUSED BY YOUR MISDECLARATION, IMPROPER PACKAGING, PROHIBITED CONTENTS, RECIPIENT CONDUCT, BUILDING ACCESS FAILURES, THIRD-PARTY CARRIERS OR PARTNERS ACTING OUTSIDE OUR CONTROL, OR EVENTS BEYOND OUR REASONABLE CONTROL.
• MULTIPLE CLAIMS ARISING FROM THE SAME SHIPMENT OR SERVICE EVENT MAY NOT BE STACKED TO EXCEED THE CAP.
• OUR MAXIMUM AGGREGATE LIABILITY TO YOU IN ANY TWELVE (12) MONTH PERIOD FOR ALL CLAIMS NOT TIED TO A SINGLE SHIPMENT IS LIMITED TO THE TOTAL FEES YOU PAID US IN THAT PERIOD FOR THE RELEVANT SERVICES, OR CAD $500, WHICHEVER IS LESS.

To the fullest extent permitted by law, you release, waive, and forever discharge UCHAAPKO INC, its affiliates, directors, officers, employees, agents, delivery partners, and subcontractors from any and all claims, demands, causes of action, damages, and liabilities of every kind arising from or relating to: (a) the contents, packaging, labelling, or legality of shipments you tender or receive; (b) delay, non-delivery, misdelivery, or failed attempts caused by incorrect information, recipient unavailability, access restrictions, weather, traffic, or events beyond our reasonable control; (c) use of https://lastmile.express or informational content; and (d) any theory of liability other than our proven gross negligence or wilful misconduct where such exclusion is prohibited. Nothing in these policies excludes liability that cannot lawfully be excluded.

You will defend, indemnify, and hold harmless UCHAAPKO INC, its affiliates, directors, officers, employees, agents, delivery partners, and subcontractors from and against any claims, investigations, fines, damages, losses, and expenses (including reasonable legal fees on a full indemnity basis) arising from or relating to: (a) your shipments, contents, packaging, or declarations; (b) your breach of these Terms or incorporated policies; (c) your violation of law or third-party rights; (d) inaccurate information you provide; (e) claims by recipients, consignees, or end customers arising from goods you ship; (f) bodily injury or property damage caused by your goods or premises; and (g) any allegation that we are liable as employer, partner, or joint venturer of a delivery partner you engaged indirectly through our platform.

Individuals who provide driving, courier, or delivery labour for Last Mile Express do so as independent contractors (or through their own incorporated entity), not as employees, agents, partners, or joint venturers of UCHAAPKO INC, unless a written employment agreement expressly states otherwise. Drivers are responsible for their own licences, vehicle fitness, insurance (including commercial auto and cargo where required), taxes, EI/CPP contributions as applicable, and compliance with traffic and safety laws. Engagement is non-exclusive and may be ended by either party as permitted by the contractor agreement or applicable law. Drivers waive claims against UCHAAPKO INC for employment status, overtime, vacation pay, severance, or employee benefits to the maximum extent permitted by law, without limiting mandatory employment standards where a tribunal or court finally determines employment status.

Drivers and delivery partners must: hold valid licences and insurance; maintain vehicles fit for purpose; follow traffic and safety laws; treat parcels with reasonable care; not open parcels except as directed by law enforcement or with our written authorization; not harass customers; and comply with any contractor agreement, onboarding materials, and dispatch instructions.

Drivers acknowledge that route offers are invitations to contract for discrete tasks, may be accepted or declined (subject to contractor agreement), and create no entitlement to minimum hours, volume, or ongoing work.

Drivers release UCHAAPKO INC and shippers from claims arising from ordinary traffic risks, customer premises conditions (except where caused by our gross negligence), and parcel contents unknown to the driver, and agree that claims about contents lie solely against the sender.

Misclassification claims: if a court or tribunal determines a driver was an employee contrary to these Terms, remedies are limited to those mandated by law; no punitive or common-law wrongful dismissal damages beyond statutory minimums are admitted where waiver is permitted.

Neither party is liable for failure or delay due to events beyond reasonable control, including severe weather, natural disasters, pandemics, epidemics, labour disputes, government actions, utility or network failures, cyber incidents, war, terrorism, civil unrest, or material supply-chain disruptions, provided reasonable efforts are made to resume performance when practicable. Fees already earned for completed segments remain payable.

Last Mile Express, our logos, website content, software, and data (excluding your shipment data) are owned by UCHAAPKO INC or licensors. You receive a limited, revocable, non-transferable licence to use our website for lawful business purposes. You may not copy, scrape at scale, reverse engineer, or use our marks without prior written permission.

Non-public business information exchanged in B2B or contractor relationships must be kept confidential and used only for the engagement, except as required by law or with consent. Delivery addresses and recipient details are confidential and may not be used for marketing by drivers or third parties.

You may not:

• Access systems without authorization, probe vulnerabilities, or introduce malware.
• Scrape or harvest data in a manner that impairs service or violates law.
• Impersonate others or misrepresent affiliation with us.
• Use our platforms to transmit unlawful, harassing, or infringing content.
• Interfere with tracking, POD, or payment systems.

Mail, dispatch, and partner workspace tools are for authorized users only. Administrators may manage users within their organization. We may monitor usage for security, fraud prevention, and compliance. Acceptable use rules apply to all workspace content and communications. We may suspend access immediately for suspected misuse.

We may suspend or terminate access or service for breach, non-payment, safety concerns, reputational risk, or illegal activity, with or without prior notice where permitted. You may close your account by contacting us; accrued charges and surviving clauses remain in effect. We have no liability for refusal or termination of service consistent with these Terms.

Except where mandatory law provides a longer non-waivable period, any claim against us arising from a shipment or these Terms must be filed in a court or arbitration of competent jurisdiction within twelve (12) months after the claim accrues, or it is forever barred. Claim notice under the Claims policy is an additional condition precedent to recovery.

Before commencing formal proceedings, you must give written notice of dispute to legal@lastmile.express and attempt good-faith resolution for thirty (30) days. For commercial (B2B) disputes, either party may elect binding arbitration administered in Ottawa, Ontario under the Arbitration Act, 1991 (Ontario), before a single arbitrator, conducted in English. Arbitration shall be individual only: class, collective, and representative actions are waived to the fullest extent permitted by law. Consumers retain non-waivable statutory rights. Small claims court remains available where jurisdictionally appropriate. These documents are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict-of-law principles. Subject to mandatory consumer protection rules that cannot be waived, you agree that the courts of Ontario (City of Ottawa) shall have exclusive jurisdiction over disputes arising from or relating to Last Mile Express services or https://lastmile.express, except where binding arbitration applies as set out in our Terms of Service.

Severability — If any provision is unenforceable, it shall be modified to the minimum extent necessary to make it enforceable, and the remainder stays in effect.

Waiver — Failure to enforce a provision is not a waiver of future enforcement.

Assignment — You may not assign these Terms without our prior written consent. We may assign to an affiliate, financing party, or successor without notice.

Entire agreement — These Terms and incorporated policies are the entire agreement for website and standard service use, except as modified by signed written contracts.

No third-party beneficiaries — Except for indemnified parties named herein, these Terms create no third-party beneficiary rights.

Language — The English version governs if translated versions conflict, where permitted by law.

Electronic agreement — Clicking accept, tendering a shipment, creating an account, or continuing use after notice of updates constitutes electronic acceptance under applicable e-commerce legislation.

Provisions that by their nature should survive (including liability limits, indemnities, releases, intellectual property, confidentiality, dispute resolution, and governing law) survive termination of accounts, engagements, or shipments.

We may update these Terms by posting a revised version on https://lastmile.express with a new effective date. Material changes apply prospectively. Continued use after the effective date constitutes acceptance. For signed B2B or contractor agreements, amendments require the process stated in that agreement.