You accept this Agreement by the earlier of:
2.1 In consideration of your payment of the Fees, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.
2.2 We will not be responsible for any Services unless expressly set out in the inclusions in the Schedule.
2.3 If this Agreement expresses a time within which the Services are to be provided, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only.
3.1 In consideration of your payment of the Fees, we will supply you with the Services in accordance with the Schedule, including the Portal and Plugin, where applicable.
3.2 During the Term, and subject to your compliance with this Agreement, we grant you and your Authorised Users a non-exclusive, non-transferable, non-sublicensable and revocable licence to access and use the Portal solely for your business purposes and as contemplated by this Agreement (Portal Licence).
3.3 You agree that the Portal Licence permits you to access and use the Portal in accordance with the Portal Conditions, as set out in the Schedule.
3.4 During the Term, and subject to your compliance with this Agreement, we grant you and your Authorised Users a non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to download and use our Plugin in accordance with these Terms (Plugin Licence). All other uses are prohibited without our prior written consent.
4.1 You will ensure each Authorised User complies with the terms of this Agreement.
5.1 You will require an Account in order to access and use the Portal and Plugin.
5.2 Each Authorised User will require a login (which is linked to your Account), in order to access and use the Portal.
5.3 You must ensure that any information provided to us for any Account or login is accurate and complete, and you warrant that you are authorised to provide this information to us.
5.4 You and your Authorised Users must keep your Account and login details secure and confidential. You agree to immediately notify us if you become aware of, or have reason to suspect, any suspicious or unauthorised access to your Account or use of any login details linked to your Account.
5.5 We may suspend access to your Account where we reasonably believe there has been any unauthorised use of or access to the Portal or Plugin. Where we do so, we will notify you within a reasonable time of the suspension occurring, and the Parties will work together to resolve the matter.
You must not (and you must ensure that each Authorised User does not):
7.1 The Portal and Plugin is linked to, and allows you to access, our marketplace (Marketplace) where you and other retail partners (Merchants) and Customers can browse, seek and purchase a range of services, including delivery and delivery offsider services and (where applicable) unpacking and installation services (Delivery Services), from third party delivery providers (Drivers).
7.2 We host and maintain the Portal which facilitates booking requests for delivery services made by Retail Partners and Customers, process payments between Merchants and Drivers and Merchants and Customers via external payment gateways, and assist Retail Partners and Customers to form contracts for the supply of Delivery Services from Drivers (together, the Marketplace Services).
7.3 You understand and agree that we only make available the Marketplace Services. We are not party to any agreement entered into between a Customer and a Merchant, a Customer and a Driver, or a Merchant and a Driver, and we have no control over the conduct of Drivers, Merchants, Customers or any other users of the Portal.
7.4 In using the Marketplace, you understand and agree that we make no warranties or representations as to the services offered by Drivers on the Marketplace, including as whether the services will be fit or suitable for your particular purposes.
7.5 The refund of any products ordered on the Marketplace is strictly a matter between the relevant Merchant and Driver, or Customer and Driver, as applicable.
7.6 To purchase the Delivery Services through the Portal:
7.7 You may also allow Customers to access the Marketplace Services through use of the Plugin after it is integrated to your online portal, site or mobile application.
7.8 Where you allow Customers to access the Marketplace Services through use of the Plugin and purchase any Delivery Services:
8.1 Once you have been provided access to the Portal and Plugin, we will use our best endeavours to make the Portal and Plugin available at all times during the Term.
8.2 From time to time, we may perform such reasonable scheduled and emergency maintenance and updates in relation to the Portal and Plugin in order to continue to supply the Portal and Plugin to you and our other customers (Scheduled or Emergency Maintenance). We will use reasonable endeavours to perform scheduled maintenance at off peak times, if possible. You agree that access to, or the functionality of all or part of the Portal and Plugin, may need to be suspended for a time in order for us to perform Scheduled or Emergency Maintenance, and to the maximum extent permitted by law, we will not be liable to you for any interruptions or downtime to the Portal and Plugin as a result of any Scheduled or Emergency Maintenance.
8.3 We will endeavour to provide you with reasonable notice, where possible, of any interruptions to access and availability of the Portal and Plugin.
9.1 You acknowledge and agree that the Services may interact with, or be reliant on, certain Third Party Inputs, including your operating system, web browser, and CRM.
9.2 You acknowledge and agree that, unless we have expressly agreed to provide the services described in this clause 9.2 in the Schedule:
9.4 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with any Third Party Inputs.
9.5 This clause 9 will survive the termination or expiry of this Agreement.
10.1 In consideration of your payment of the Support Services Fee, we will supply you with the Support Services in accordance with the Schedule.
10.2 In order for you to receive the Support Services, you or your Authorised User must place a request over the phone, via email and through our online chat.
10.3 We will use our best endeavours to make the Support Services available to you during the times as set out in the Schedule.
10.4 Unless otherwise agreed, support under this Agreement is not to be used to support any other products or services and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.
10.5 You agree to the reasonable usage of the Support Services. Where we consider your usage of the Support Services to be unreasonable, or unreasonably above average (compared with our other customers):
10.6 If:
we may (at our discretion):
11.1 You may request Additional Services, including implementation services, support and assistance on a consultancy basis or bespoke customisation to the scope or functionality of the Portal, by providing written notice to us.
11.2 We may, at our discretion, provide you with written notice in the form of a statement of work, setting out (among other things) the Additional Services requested and any further fee required for us to undertake the Additional Services (Statement of Work).
11.3 If you agree to the Statement of Work for the Additional Services, we will provide the Additional Services to you in consideration for payment of the additional fee, which will form part of the Fees.
11.4 Each Statement of Work will be subject to, and will be governed by, this Agreement and any other conditions agreed to by the Parties in writing. To the extent of any ambiguity or discrepancy between a Statement of Work and this Agreement, the terms of this Agreement will prevail.
11.5 Unless otherwise agreed between the Parties, if this Agreement is terminated, then any current Statement of Work will also terminate on the date of termination.
12.1 Subject to clause 12.2 and 14.4, all variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under this Agreement, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause.
12.2 You agree that we may vary the Services at any time by providing at least 30 days’ written notice to you. Where we provide this notice, the new Services will take effect 30 days following the date of the notice. If you do not agree to the Service variation and the Service variation materially and adversely affects your rights, within 30 days of the Service variation coming into effect, you may choose to:
13.1 You agree:
13.2 You acknowledge and agree that:
14.1 You agree to pay us the Fees, and any other amount payable to us under this Agreement, in accordance with the Payment Terms.
14.2 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion):
14.3 You will not be entitled to any part of the Services until the Fees have been paid in full.
14.4 You agree that we may vary the Fees by providing written notice to you of such variation. Where we provide this notice, the new Fees will take effect on and from the end of the Initial Term or the then Renewal Period. If you do not agree to any Fee variation:
14.5 If:
14.6 To the maximum extent permitted by law, there will be no refunds or credits for any unused Services (or part thereof).
14.7 You agree that we may set-off or deduct from any monies payable to you under this Agreement, any amounts which are payable by you to us (whether under this Agreement or otherwise).
15.1 We agree:
15.2 You represent, warrant and agree that:
16.1 As between the Parties, you acknowledge and agree that we own all Intellectual Property Rights in:
16.2 In the use of any Intellectual Property Rights in connection with this Agreement, you agree that you must not (and you must ensure that your Personnel and your Authorised Users do not) commit any Intellectual Property Breach. Where you reasonably suspect that such a breach may have occurred, you must notify us immediately.
16.3 You also agree that:
16.4 As between the Parties, you will continue to own all Intellectual Property Rights in Your Materials.
16.5 You grant us a non-exclusive, revocable, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Corporations Act 2001 (Cth)) and non-transferable right and licence, to use Your Materials, solely for the performance of our obligations or exercising our rights under this Agreement, and for marketing purposes (unless otherwise agreed between the Parties).
16.6 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.
16.7 As between the Parties:
16.8 You grant us a limited licence to copy, transmit, store, backup and/or otherwise access or use Your Data during the Term (and for a reasonable period after the Term), to:
16.9 You acknowledge and agree that:
16.10 You represent, warrant, acknowledge and agree that:
16.11 This clause 16 will survive termination or expiry of this Agreement.
17.1 You acknowledge and agree that we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Services, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
17.2 We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.
17.3 We may use and disclose to our service providers anonymous data about your access and use of the Portal and Plugin for the purpose of helping us improve the Portal and Plugin. Any such disclosure will not include details of your, or any Authorised User’s, identity or personal information.
18.1 Subject to clause 18.2, you must (and must ensure that your Personnel do) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.
18.2 Clause 18.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that you ensure the adviser complies with the terms of clause 18.1.
18.3 This clause 18 will survive the termination or expiry of this Agreement.
18.4 This clause 18 will survive the termination of this Agreement.
19.1 You must, and must ensure that your Personnel and your Authorised Users, at all times comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable Privacy Laws that may apply to you or the supply of the Services. You must not and procure your Authorised Users must not do anything which may cause us to be in breach of any Privacy Laws.
19.2 We agree to handle any Personal Information you provide to us, solely for the purpose of performing our obligations under this Agreement, and in accordance with any applicable Laws and our Privacy Policy.
20.1 Certain legislation, including the Australian Consumer Law, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at law, nothing in this Agreement excludes those Consumer Law Rights.
20.2 Subject to your Consumer Law Rights, we exclude all warranties, and all material, work and services (including the Services) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.
20.3 This clause 20 will survive the termination or expiry of this Agreement.
21.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
21.2 This clause 21 will survive the termination or expiry of this Agreement.
22.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by law:
22.2 This clause 22 will survive the termination or expiry of this Agreement.
23.1 This Agreement will operate for the Term.
23.2 Either Party may terminate this Agreement at any time by giving 60 days’ notice in writing to the other Party.
23.3 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if: the other Party (Defaulting Party) breaches a material term of this Agreement and that beach has not been remedied within 10 Business Days of the Defaulting Party being notified of the beach by the Non-Defaulting Party.
23.4 Upon expiry or termination of this Agreement:
23.5 We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.
23.6 Where this Agreement is terminated by you pursuant to clause 23.2, you agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees).
23.7 Where this Agreement is terminated by us pursuant to clause 23.3 you agree to pay us:
23.8 Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
23.9 This clause 23 will survive the termination or expiry of this Agreement.
24.1 Advertising and linked websites: The Portal may contain links to websites of third parties. You acknowledge and agree that we do not endorse, and we are not responsible for the content contained on, any such linked websites or any hyperlink contained in a linked website. Your access to or use of any linked website is at your own risk.
24.2 Amendment: You agree that we may amend this Agreement at any time by providing at least 30 days’ written notice to you. Where we provide this notice, the amendment will take effect 30 days following the date of the notice. If you do not agree to the amendment and the amendment materially and adversely affects your rights, within 30 days of the amendment coming into effect, you may choose to:
24.3 This Agreement may only be amended by written instrument executed by the Parties.
24.4 Assignment: Subject to clause 24.4 and 24.14, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
24.5 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.
24.6 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first complying with this clause 24.5. A Party claiming that a Dispute has arisen must give written notice to the other Party specifying the nature of the Dispute (Dispute Notice). The Parties must meet (whether in person, by telephone or video conference) within 10 Business Days of service of the Dispute Notice to seek (in good faith) to resolve the Dispute. If the Parties do not resolve the Dispute within 20 Business Days of the date the Dispute Notice was served (or such further period as agreed in writing by the Parties), either Party may refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
24.7 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.
24.8 Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
24.9 GST: If and when applicable, GST payable on the Price will be set out in our invoice. You agree to pay the GST amount at the same time as you pay the Price.
24.10 Illegal Requests: We reserve the right to refuse any request for or in relation to any Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with this Agreement.
24.11 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
24.12 Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
24.13 Publicity: With your prior written consent, you agree that we may advertise or publicise the broad nature of our provision of the Services to you, including on our website or in our promotional material.
24.14 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
24.15 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under this Agreement and that we are liable for the acts and omissions of our subcontractor.
In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
Account means an account accessible to you and/or your Authorised Users to use the Services, including, the Portal and Plugin.
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time.
Additional Services means any Services not set out in the Services description in the Schedule which we agree to provide to you.
Agreement means these terms and conditions and any documents attached to, or referred to in, each of them.
Authorised User, if applicable, means a user permitted to access and use the Services under your Account, as further particularised in the Schedule.
Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date this Agreement is accepted in accordance with its terms.
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems.
Confidential Information includes information which:
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
Consequential Loss means, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise:
However, the Parties agree that your obligation to pay us the Price under this Agreement will not constitute “Consequential Loss”.
Consumer Law Rights has the meaning given in clause 20.1.
Credit Terms and Conditions means our terms and conditions of credit under which we agree to provide the services to you on credit.
Customer means the end customer that purchases your goods and/or services.
Customer Terms and Conditions means our customer terms and conditions available at
_________, as amended from time to time.
Delivery Fee means the fee for the delivery services as notified by us through the Portal or Plugin, as applicable, at the time of making the Booking Request.
Delivery Services means delivery or delivery offsider services that may be purchased by you via the Marketplace and provided by Drivers.
Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel and your Authorised Users, your customers, whether made verbally, in writing, directly or indirectly, in connection with the Services.
Fees means the price set out in the Schedule, as adjusted in accordance with this Agreement.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Harmful Code means any computer program or virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alternation, denial of service, unauthorised access to or disclosure, destruction or corruption of information or data.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable .
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with this Agreement or the provision of the Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth) and includes any similar rights in any jurisdiction in the world.
New Materials means all Intellectual Property developed, adapted, modified or created by either Party or their respective Personnel in connection with the provision of the Services, but excludes Our Materials and Your Materials.
Our Licences means the Portal Licence and Plugin Licence.
Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property.
Personal Information has the meaning as set out in the Privacy Act 1988 (Cth), and also include any similar terms as defined in any other privacy law applicable to you.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Privacy Laws has the meaning given in clause 19.1
Privacy Policy means any privacy policy set out on our Site.
Schedule means the schedule to this Agreement.
Services means the services that we agree to perform under this Agreement, as further particularised in the Schedule.
Site means https://www.idlvr.com.au/ .
System means all hardware, software, networks, telecommunications and other IT systems used by a Party from time to time, including a network.
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Services may be contingent on, or impacted by.
Your Data means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel and your Authorised Users into the Services or stored by or generated by your use of the Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with this Agreement. Your Data does not include the Analytics, or any data or information that is generated as a result of your usage of the Services that is a back-end or internal output or an output otherwise generally not available to users of the Services.
Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to this Agreement) and/or developed by or on behalf of you or your Personnel independently of this Agreement.
Our complete terms and conditions are contained below, but some important points for you to know before you become a Customer are set out below:
Nothing in these terms limit your rights under the Australian Consumer Law.
These terms and conditions (Terms) are entered into between Clique Enterprises Pty Ltd ACN 656 452 041 (we, us or our) and users of the Platform (Customer, you or your) and set out how you request the delivery services (Delivery Services) from drivers performing the Delivery Services (Drivers) or retailers using our Portal (Merchants).
1.1 We host and maintain the online Platform and Portal which facilitates Booking Requests. As Part of our Platform, we facilitate the processing of payments between Customers, Drivers and Merchants via external payment gateways and third parties we engage and we provide the Delivery Services and Delivery Offsider Services (together iDlvr Services).
1.2 You understand and agree that we only make available the iDlvr Services. We are not party to any agreement entered into between a Customer and a Driver, or a Customer and a Merchant, and we have no control over the conduct of Drivers, Merchants, Customers or any other users of the Platform.
2.1 You accept these Terms by clicking “Accept and Continue” at the “Terms and Conditions” stage of the registration process on the Platform or using the Platform.
2.2 You must be at least 18 years old to use the Platform.
2.3 We may amend these Terms at any time, by providing written notice to you through a notification on the Platform. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate these Terms in accordance with the clause 18.
2.4 If you access or download our Platform from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
2.5 We may use Google APIs, including Google Maps and Google Earth mapping services, and Apple APIs. Your use of Google APIs and Apple APIs are subject to each of Google and Apple’s Additional Terms of Service.
3.1 You must register on the Platform and create an account (Account) to access the Platform’s features. You may not create multiple Accounts.
3.2 You must link a payment method to your Account as set out on the Platform.
3.3 When registering for an Account, you must provide basic information to us, including your contact name, phone number and email address. We may ask you to provide basic information to us.
3.4 Once you have registered an Account, your Account information will be used to create a profile which you may then curate.
3.5 All personal information you provide to us will be treated in accordance with our Privacy Policy which can be found at https://www.idlvr.com.au/privacy-policy and any information you provide to any third parties (including Stripe) will be treated in accordance with that third party’s privacy policy.
3.6 You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer it to others.
3.7 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
4.1 To purchase the Delivery Services, including Delivery Offsider Services, you must create an Account on the Platform and:
4.2 When making a Booking Request you acknowledge and agree that you must, at a minimum, include an accurate description of the Products, any delivery instructions, including how the delivery address is accessed, and whether Delivery Offsider Services are required (where not automatically applied by a Merchant). You also agree to provide proof of purchase (as set out in the Platform) where requested.
4.3 If you require iDlvr Services, including Delivery Offsider Services, you acknowledge and agree that:
4.4 Where you are requesting delivery from a Merchant:
4.5 If the Driver accepts the allocated Booking Request through the Platform, it becomes a Confirmed Booking.
4.6 Subject to clause 4.2 and 4.3, by accepting a Booking Request, the Driver confirms that they are legally entitled to and capable of supplying the Delivery Services described in the Booking Request.
4.7 Risk in the Products will pass to you when the Driver has delivered the Products to the Delivery Location.
4.8 If you are not available to take the Products directly from the Driver, the Driver will leave the Products in a secure location at the Delivery Location, take a photo of the delivered Products at the Delivery Location and upload this photo to the Platform to confirm delivery. The risk in the Products will pass to you once the photo has been uploaded. You can then also confirm delivery of the Products on the Platform or where you do not have an Account, through email or text message.
4.9 In using the Platform, you understand and agree that we make no warranties or representations as to the availability of Drivers on the Platform or whether your Booking Request will be accepted by a Driver.
5.1 When using the Platform, you must not do or attempt to do anything that is unlawful or inappropriate, including:
6.1 We may from time-to-time issue to you promotional discount codes for use on the Platform.
6.2 To claim the discount, you must enter the promotional discount code at the time of submitting your Booking Request on the Platform. The conditions of use relating to promotional discount codes will be set out on the Platform. We may also from time to time run competitions on the Platform or on social media. These competitions are subject to terms and conditions which will be made available on the Platform at the time of the competition.
7.1 We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message, phone call or email.
7.2 Customers and Drivers can communicate privately using:
7.3 You will receive notifications on the Platform, by email or by text message, updating you on the status of your Booking Request.
7.4 Customers and Drivers must not use the contact details to organise the provision of the Delivery Services off the Platform, or otherwise to attempt to circumvent the payment of Service Fees to us.
8.1 To register as a Customer on our Platform, you are required to link a payment method to your Account as set out on the Platform.
8.2 You must pay the fee set out on the Platform to us via the Platform to make a Booking Request in accordance with the payment terms set out on the Platform.
8.3 When you make a Booking Request, you agree that:
8.4 Subject to clause 9, in the absence of fraud or mistake, all payments made are final. If you make a payment by a payment method, you warrant that the information you provide to us is true and complete, that you are authorised to use the payment method to make the payment, that your payment will be honoured by the provider, and that you will maintain sufficient funds in your account to cover the payment
9.1 In the event of a Dispute between Customers and Drivers:
9.2 Where we determine that you are the party at fault, you agree to: (1) where you are the Customer, pay for relevant fee for the Booking Request either through the Platform or as otherwise instructed by us; or (2) where you are the Driver, pay us the Delivery Fee (less our Service Fee) that you would have received if the Booking Request was completed.
9.3 If any payment has not been made in accordance with this Disputes Policy, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this policy or at law) after a period of 5 Business Days from the relevant due date recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs).
10.1 You may cancel the Delivery Services and receive a refund of the Booking Fee if the Products subject of a Booking Request has not been collected by a Driver and marked as collected within 5 minutes of the Booking Request being submitted by you.
10.2 Once a Driver has accepted a Booking Request, the cancellation of any Delivery Services ordered on this Platform will incur a cancellation fee as set out on the Platform.
10.3 Subject to clause 10.4, once the Driver picks up the Product of a Confirmed Booking, the Confirmed Booking cannot be cancelled.
10.4 In the event the Booking Request made by a Customer is inaccurate and does not comply with any delivery restrictions, the Driver may, in its sole discretion, cancel the Confirmed Booking.
10.5 This clause will survive the termination or expiry of these Terms.
11.1 You may review and rate your experience with Drivers on the Platform whom you have engaged for the receipt or provision of Delivery Services (Review).
11.2 Reviews can be viewed by any Customer or Driver and will remain viewable until the relevant Account is removed or terminated.
11.3 You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
11.4 Where you have a negative experience with a Driver performing the Delivery Services to you, you may flag that Driver (as set out on the Platform). Your future Booking Requests will then not be allocated to a Driver who you have flagged.
11.5 You can write a Review about a Driver if you have had an experience with that Driver, which means that (1) you have engaged the Driver through the Platform; or (2) you can otherwise document your interaction with the Driver in relation to the Platform, including via correspondence (collectively referred to as Your Experience).
11.6 You may not write a review about a Driver if you are an executive or employee of that Driver, or work for the Driver. Similarly, you may not write a Review about a direct competitor to the Driver that you are employed by or work for.
11.7 Your Experience must have occurred in the 12 months prior to you writing a Review.
11.8 You may only write about Your Experience. You are not permitted to write a Review about somebody else’s experience with a Driver, such as that of a family member or friend.
11.9 You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Driver to write a Review, you should include information about this in your Review. Incentives include the Driver offering you a gift, reward, discount or advantage for writing a Review about the Driver on the Platform.
11.10 This clause will survive the termination or expiry of these Terms.
12.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Platform, and the products) (Our Intellectual Property) will at all times vest, or remain vested, in us.
12.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.
12.3 Unless otherwise agreed between the Parties in writing, subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
12.4 You must not, without our prior written consent:
12.5 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
13.1 You acknowledge and agree that we may store, backup and/or otherwise access or use Your Data for marketing purposes, including to send you promotional offers and information about our services.
13.2 You may elect for us not to use Your Data in accordance with clause 13.1 by opting out on the Platform.
14.1 You represent, warrant and agree that:
15.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
15.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
15.3 Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and Delivery Services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
15.4 As a Customer, the Delivery Services provided by a Driver may also confer on you certain rights under the ACL.
15.5 This clause will survive the termination or expiry of these Terms.
16.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to, by, arising from or connected with:
16.2 You agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause, the Confidentiality clause and the Intellectual Property clause of these Terms.
16.3 This clause will survive the termination or expiry of these Terms.
17.1 To the maximum extent permitted by law:
17.2 This clause will survive the termination or expiry of these Terms.
18.1 Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in the Account page section of your Account settings.
18.2 Either Party may terminate these Terms at any time by giving 30 days’ written notice to the other Party (Termination for Convenience).
18.3 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
18.4 Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach.
18.5 Upon expiry or termination of these Terms:
18.6 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
18.7 This clause will survive the termination or expiry of these Terms.
19.1 To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.
19.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
19.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
19.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
19.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
19.6 You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service.
19.7 Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
19.8 You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
20.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
20.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
20.3 Confidentiality: Other than where the disclosure is permitted by law, each Party agrees not to disclose any confidential information it may access on or through the Platform to a third party, or otherwise misuse such confidential information. Confidential information may include confidential information supplied to you by us, by a Customer, or by a Driver.
20.4 Disputes in relation to these Terms: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Customer and us, or a Driver and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
20.5 Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
20.6 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
20.7 Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
20.8 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
20.9 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
20.10 Publicity: With your prior written consent, You agree that we may advertise or publicise the broad nature of our supply of the iDlvr Services to you, including on our website or in our promotional material.
20.11 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
20.12 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
20.13 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.
20.14 Amendments: You agree that we may amend these Terms from time to time by providing at least 30 days’ written notice to you. Where we provide this notice, the amendment will take effect 30 days following the date of the notice. If you do not agree to the amendment and the amendment materially and adversely affects your rights, within 30 days of the amendment coming into effect, you may choose to work with us to resolve the matter or terminate Your Account and these Terms in accordance with clause 18.
21.1 Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.
21.2 Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
21.3 Delivery Location means the location for delivery particularised in a Confirmed Booking. 21.4 Delivery Offsider Services means the provision of Delivery Offsider Services including unloading and handling Products that require greater care or effort for example, where more than one Driver is required to deliver a Product.
21.5 Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
21.6 Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
21.7 Intellectual Property Breach means any breach by you (or any of your personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).
21.8 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
21.9 Platform means the platform we provide to Customers where they can make Booking Requests.
21.10 Portal means the portal we provide to Merchants where they can make Booking Requests.
21.11 Products means the products to be delivered as particularised in a Confirmed Booking.
21.12 Merchant means a retail business who has partnered with us to provide Delivery Services, including Delivery Offsider Services, on applicable purchases by Customers
21.13 Trip means a vehicle journey made by a Driver who is providing Delivery Services.
For any questions or notices, please contact us at:
Clique Enterprises Pty Ltd ACN 656 452 041
Email: info@cliquebuilt.com
© LegalVision ILP Pty Ltd
Our complete terms and conditions are contained below, but some important points for you to know before you become a Customer are set out below:
Nothing in these terms limit your rights under the Australian Consumer Law.
These terms and conditions (Terms) are entered into between Clique Enterprises Pty Ltd ACN 656 452 041 (we, us or our) and users of the Platform (Customer, you or your) and set out how you request the delivery services (Delivery Services) from drivers performing the Delivery Services (Drivers) or retailers using our Portal (Merchants).
1.1 We host and maintain the online Platform and Portal which facilitates Booking Requests. As Part of our Platform, we facilitate the processing of payments between Customers, Drivers and Merchants via external payment gateways and third parties we engage and in relation to the Delivery Services and delivery offsider services (together iDlvr Services). You understand and agree that we only make available the iDlvr Services. We are not party to any agreement entered into between a Customer and a Driver, or a Customer and a Merchant, and we have no control over the conduct of Drivers, Merchants, Customers or any other users of the Platform.
2.1 You accept these Terms by clicking “Accept and Continue” at the “Terms and Conditions” stage of the registration process on the Platform or using the Platform.
2.2 We may amend these Terms at any time, by providing written notice to you through a notification on the Platform. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may terminate these Terms in accordance with the clause 18.
2.3 If you access or download our Platform from (1) the Apple App Store, you agree to any Usage Rules set forth in the App Store Terms of Service or (2) the Google Play Store, you agree to the Android, Google Inc. Terms and Conditions including the Google Apps Terms of Service.
2.4 We may use Google APIs, including Google Maps and Google Earth mapping services, and Apple APIs. Your use of Google APIs and Apple APIs are subject to each of Google and Apple’s Additional Terms of Service.
3.1 You must register on the Platform and create an account (Account) to access the Platform’s features. You may not create multiple Accounts.
3.2 All payments in relation to the Delivery Services are processed through our third-party payment processor, Stripe. You must create an account with Stripe when creating an Account in order for us to pay you.
3.3 When registering for an Account, you must provide basic information to us, including your contact name, phone number and email address. We may ask you to provide basic information to us, including information about the vehicle you are using to provide Delivery Services. We may also ask you to provide your details to our third-party processors, including the National Crime Check (NCC) and InfoAgent, for the purposes of conducting a background verification check and vehicle registration check on you.
3.4 Once you have registered an Account, your Account information will be used to create a profile which you may then curate.
3.5 All personal information you provide to us will be treated in accordance with our Privacy Policy which can be found at https://www.idlvr.com.au/privacy-policy and any information you provide to any third parties (including the National Crime Check, InfoAgent and Stripe) will be treated in accordance with that third party’s privacy policy.
3.6 You agree to provide and maintain up to date information in your Account and to not share your Account password with any other person. Your Account is personal and you must not transfer it to others.
3.7 You are responsible for keeping your Account details and your username and password confidential and you will be liable for all activity on your Account, including purchases made using your Account details. You agree to immediately notify us of any unauthorised use of your Account.
3.8 We will review your request for an Account and the results from the NCC before approving the request, and you acknowledge and agree that your request will be contingent on the results of the NCC and any other factors outlined in this clause 3.8, these Terms, and which we, in our sole discretion, consider to be relevant to your request. You acknowledge and agree that we may rely on results from third parties we engage, including in relation to identification checks, vehicle registration checks and any additional information relevant to your request. If set out on the Platform, you may be required to provide us with a certificate of currency of the insurances you hold. If you do not provide us with the information we reasonably request, we may refuse to create an Account for you. If you provide us with any information which indicates, in our sole discretion, that you are not a fit and proper person to be provided with an Account, we may refuse to provide you with an Account.
3.9 We may conduct spot checks to confirm any of the information set out in clause 3.8.
3.10 We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, quality of Delivery Services and threshold of reviews.
4.1 On our Platform, we may notify you of the opportunity to perform Delivery Services in accordance with orders placed by Customers or Merchants (Booking Request). You agree that by creating an Account, you are making yourself available to receive Booking Requests, which you may accept or reject.
4.2 Booking Requests will include an accurate description of the Products, any delivery instructions, including how the delivery address is accessed, the vehicle required, any vehicle features required if applicable, whether Delivery Offsider Services are required (where not automatically applied by a Merchant), whether there is a second Driver to help load or unload the Products, the Customer’s authorisation to collect, and other information relevant to the Deliver Services.
4.3 If you accept the allocated Booking Request through the Platform, it becomes a Confirmed Booking.
4.4 Subject to clause 4.2, by accepting a Booking Request, you agree:
4.5 Risk in the Products will pass to you when you pick up the Products. Risk in the Products will pass to the Customer when you have delivered the Products to the Delivery Location.
4.6 If the Customer, or a person nominated by the Customer as set out in the Booking Request, is not available to take the Products directly from you, you will leave the Products in a secure location at the Delivery Location, take a photo of the delivered Products at the Delivery Location and upload this photo to the Platform to confirm delivery. The risk in the Products will pass to the relevant Customer once the photo has been uploaded. The Customer must then confirm delivery of the Products on the Platform.
4.7 Customers and Merchants may include Delivery Offsider Services in a Booking Request. Where Delivery Offsider Services are requested, we may impose certain delivery restrictions, including but not limited to a maximum number of stairs the Driver and/or delivery offsider is required to climb in order to deliver the Products to the Delivery Location. You may reject a Booking Request if the Booking Request does not comply with our delivery restrictions.
5.1 You represent, warrant and agree that:
5.2 You acknowledge and agree that while performing the Delivery Services you:
6.1 As a Driver, at a minimum, you are required to effect and maintain the following insurances with a reputable insurance provider:
6.2 Where we request you to provide evidence of any licence or insurance you are required to hold in accordance with clause 6.1, we are not confirming that the licence or insurance you have is sufficient or suitable for the services you choose to provide to Customers. If we do not ask you to provide evidence of licence or insurance this does not indicate that you do not require the licence or insurance. You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the licences and insurances you require and we make no warranty to you or Customers or Merchants in this respect.
7.1 You may be requested to present evidence of your identity when you pick up a Product as part of a Confirmed Booking, this includes, but is not limited to your name, phone number, email, vehicle model and make, your vehicle registration number and order proof of purchase. You agree to present such evidence, if requested by the Customer or Merchant to do so, through the Platform such as using the customer authorisation PDF.
7.2 If we choose to conduct identity verification or background checks on any Customer or Driver we will conduct these checks through an external third party, and to the maximum extent permitted by law, we disclaim all warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Customer or Driver or guarantee that a Customer or Driver will not engage in misconduct in the future. Any verification of Drivers on the Platform is not an endorsement or recommendation that the Driver is trustworthy or suitable.
8.1 We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message, phone call or email.
8.2 We track your background location even if the app is closed or not in use. Background location is only tracked if your driver profile is turned online for delivery to enable order allocation based on location as well as for customer to track your location for an order.
8.3 Customers and Drivers can communicate privately using:
8.4 Customers will receive notifications on the Platform, by email or text message updating them on the status of their Booking Request.
8.5 You acknowledge and agree that your live location will be shared with the Customer through the Platform during your performance of the Delivery Services to allow the Customer to track your location and determine when you will arrive at the Delivery Location.
8.6 Customers and Drivers must not use the contact details to organise the provision of the Delivery Services off the Platform, or otherwise to attempt to circumvent the payment of Service Fees to us.
9.1 To register as a Driver on our Platform, you are required to link your Stripe account to your Account. By making or accepting payment through Stripe, you accept Stripe’s terms and conditions.
9.2 A Customer must pay the fee set out on the Platform to us via the Platform to make a Booking Request in accordance with the payment terms set out on the Platform.
9.3 As a Driver, when you create an Account and accept a Booking Request, you agree that:
9.4 Upon receipt of the Delivery Fee from the Customer, we will hold the Delivery Fee on your behalf until such time as it is paid to you in accordance with these Terms, refunded to the Customer (if the Customer is entitled to a refund in accordance with clause 11 of these Terms) or paid to us as our Service Fee.
9.5 Upon a completion of the Delivery Services of a Confirmed Booking, we will pay the Delivery Fee to you after deduction of our Service Fee (plus any other amounts owed by the Driver to us under these Terms). We will not be required to pay you any amount until we have received the Fee from the relevant Customer or if we are required to grant a refund to the Customer for cancelled services under clause 11 or otherwise by law.
10.1 In the event of a Dispute between Customers and Drivers:
10.2 Where we determine that you are the party at fault, you agree to: (1) where you are the Customer, pay for relevant fee for the Booking Request either through the Platform or as otherwise instructed by us; or (2) where you are the Driver, pay us the Delivery Fee (less our Service Fee) that you would have received if the Booking Request was completed.
10.3 If any payment has not been made in accordance with this Disputes Policy, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under this policy or at law) after a period of 5 Business Days from the relevant due date recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs).
11.1 A Customer may cancel the Delivery Services and receive a refund of the Booking Fee if the relevant Booking Request has not been marked as collected by a Driver within 5 minutes of the Booking Request being submitted by the Customer.
11.2 Once a Driver has accepted a Booking Request, the cancellation, variation, or refund of any Delivery Services ordered on this Platform may incur a fee as set out on the Platform.
11.3 Subject to clause 11.4, once you pick up the Product of a Confirmed Booking, the Confirmed Booking cannot be cancelled.
11.4 In the event the Booking Request made by a Customer is inaccurate and does not comply with any delivery restrictions, you may, in your sole discretion, cancel the Confirmed Booking.
11.5 This clause will survive the termination or expiry of these Terms.
12.1 You may review and rate your experience with Customers on the Platform whom you have engaged for the receipt or provision of Delivery Services (Review).
12.2 Reviews can be viewed by any Customer or Driver and will remain viewable until the relevant Account is removed or terminated.
12.3 You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
12.4 Where you have a negative experience performing the Delivery Services to a Customer, you may flag that Customer (as set out on the Platform). You will not receive a Booking Request from a Customer you have flagged.
12.5 You can write a Review about a Customer if you have had an experience with that Customer, which means that (1) you have engaged the Customer through the Platform; or (2) you can otherwise document your interaction with the Customer in relation to the Platform, including via correspondence (collectively referred to as Your Experience).
12.6 You may not write a review about a Customer if you are an executive or employee of that Customer, or work for the Customer. Similarly, you may not write a Review about a direct competitor to the Customer that you are employed by or work for.
12.7 Your Experience must have occurred in the 12 months prior to you writing a Review.
12.8 You may only write about Your Experience. You are not permitted to write a Review about somebody else’s experience with a Customer, such as that of a family member or friend.
12.9 You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Customer to write a Review, you should include information about this in your Review. Incentives include the Customer offering you a gift, reward, discount or advantage for writing a Review about the Customer on the Platform.
12.10 This clause will survive the termination or expiry of these Terms
13.1 All intellectual property (including copyright) developed, adapted, modified or created by us or our personnel (including in connection with the Terms, any content on the Platform, and the products) (Our Intellectual Property) will at all times vest, or remain vested, in us.
13.2 We authorise you to use Our Intellectual Property solely for the purposes for which it was intended to be used.
13.3 Unless otherwise agreed between the Parties in writing, subject to your compliance with these Terms, we grant you a personal, non-exclusive, royalty-free, revocable, worldwide, non-transferable licence to use our Platform in accordance with these Terms. All other uses are prohibited without our prior written consent.
13.4 You must not, without our prior written consent:
(a) copy, in whole or in part, any of Our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of Our Intellectual Property to any third party; or
(c) breach any intellectual property rights connected with the Platform, including (without limitation) altering or modifying any of Our Intellectual Property; causing any of Our Intellectual Property to be framed or embedded in another website; or creating derivative works from any of Our Intellectual Property.
13.5 Nothing in the above clause restricts your ability to publish, post or repost Our Intellectual Property on your social media page or blog, provided that:
13.6 This clause will survive the termination or expiry of these Terms.
14.1 You acknowledge and agree that we may store, backup and/or otherwise access or use Your Data for marketing purposes, including to send you promotional offers and information about our services.
14.2 You may elect for us not to use Your Data in accordance with clause 14.1 by opting out on the Platform.
15.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Platform by us to you which cannot be excluded, restricted or modified (Consumer Law Rights).
15.2 If the ACL applies to you as a consumer, nothing in these Terms excludes your Consumer Law Rights as a consumer under the ACL. You agree that our Liability for the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
15.3 Subject to your Consumer Law Rights, we exclude all express and implied warranties, and all material, work and Delivery Services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or on any other basis.
15.4 As a Customer, the Delivery Services provided by a Driver may also confer on you certain rights under the ACL.
15.5 This clause will survive the termination or expiry of these Terms.
16.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to, by, arising from or connected with:
16.2 You agree to indemnify us for any Liability we incur due to your breach of the Acceptance and Platform Licence clause, the Confidentiality clause and the Intellectual Property clause of these Terms.
16.3 This clause will survive the termination or expiry of these Terms.
17.1 To the maximum extent permitted by law:
17.2 This clause will survive the termination or expiry of these Terms.
18.1 Your Account and these Terms may be terminated by you at any time, using the ‘cancel Account’ functionality (or similar) in the Account page section of your Account settings.
18.2 Either Party may terminate these Terms at any time by giving 30 days’ written notice to the other Party (Termination for Convenience).
18.3 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
18.4 As a Driver, if you repeatedly receive reviews below 3 stars, you agree that we may immediately terminate these Terms on written notice to you.
18.5 We may terminate these Terms immediately if:
18.6 Should we suspect that you are in breach of these Terms, we may suspend your Account while we investigate the suspected breach.
18.7 Upon expiry or termination of these Terms:
18.8 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
18.9 This clause will survive the termination or expiry of these Terms.
19.1 To the extent that you are using or accessing our Platform on an iOS device, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for the Platform and any content available on the Platform.
19.2 Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.
19.3 If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.
19.4 Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.
19.5 Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.
19.6 You agree to comply with any applicable third-party terms when using our mobile application, including any Usage Rules set forth in the Apple App Store Agreement of Service.
19.7 Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.
19.8 You hereby represent and warrant that (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.
20.1 Assignment: Subject to the below clause, a Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
20.2 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
20.3 Confidentiality: Other than where the disclosure is permitted by law, each Party agrees not to disclose any confidential information it may access on or through the Platform to a third party, or otherwise misuse such confidential information. Confidential information may include confidential information supplied to you by us, by a Customer, or by a Driver.
20.4 Disputes in relation to these Terms: In relation to a dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) between a Customer and us, or a Driver and us, a Party may not commence court proceedings relating to a Dispute without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
20.5 Entire Terms: Subject to your Consumer Law Rights, these Terms contains the entire understanding between the Parties and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in these Terms, and these Terms supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
20.6 Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
20.7 Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
20.8 Notices: Any notice given under these Terms must be in writing addressed to us at the details set out below or to you at the details provided in your Account. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
20.9 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
20.10 Publicity: With your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the iDlvr Services to you, including on our website or in our promotional material.
20.11 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
20.12 Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms.
20.13 Third party sites: The Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations with respect to the suitability of those websites. If you purchase goods or services from a third party website linked from the Platform, such third party provides the goods and services to you, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third-party websites via a link on the Platform (Affiliate Link) or for featuring certain products or services on the Platform. We will make it clear by notice to you which (if any) products or services we receive a benefit to feature on the Platform, or which (if any) third party links are Affiliate Links.
21.1 Business Day means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.
21.2 Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
21.3 Dispute means any conflict between Drivers, Customers and Merchants regarding lost, damaged or stolen Products and does not include complaints as to the provision of the Delivery Services by a Driver.
21.4 Delivery Location means the location for delivery particularised in a Confirmed Booking.
21.5 Delivery Offsider Services means the provision of Delivery Offsider Services including unloading and handling Products that require greater care or effort for example, where more than one Driver is required to deliver a Product.
21.6 Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
21.7 Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
21.8 Intellectual Property Breach means any breach by you (or any of your personnel) of any of our Intellectual Property Rights (or any breaches of third party rights including any Intellectual Property Rights of third parties).
21.9 Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a party to these Terms or otherwise.
21.10 Platform means the platform we provide to Customers where they can make Booking Requests.
21.11 Portal means the portal we provide to Merchants where they can make Booking Requests.
21.12 Products means the products to be delivered as particularised in a Confirmed Booking.
21.13 Merchant means a retail business who has partnered with us to provide Delivery Services, including delivery offsider services, on applicable purchases by Customers.
21.14 Trip means a vehicle journey made by a Driver who is providing Delivery Services.
For any questions or notices, please contact us at:
Clique Enterprises Pty Ltd ACN 656 452 041
Email: info@cliquebuilt.com
© LegalVision ILP Pty Ltd
