Suppliers Policy

1 Acceptance

You accept this Agreement by the earlier of:

signing and returning this Agreement to us;
confirming that you accept this Agreement via the platforms or applications through which we provide this Agreement to you, including our website; and
making part or full payment of the Fees.

2 Services

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 Our Licences

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 Authorised Users

4.1 You will ensure each Authorised User complies with the terms of this Agreement.

5 Account

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.

6 Our Licences – Additional Conditions of Use

You must not (and you must ensure that each Authorised User does not):

access or use the Our Licences except as permitted by the Portal Licence and Plugin Licence, or other than through the interface that is provided by us;
access or use the Portal or Plugin in any way that is improper or breaches any Laws, infringes any person’s rights (including Intellectual Property Rights and privacy rights), or gives rise to any civil or criminal liability;
interfere with or interrupt the supply of the Portal, the Plugin or our System, or any other person’s access to or use of the Portal;
introduce any Harmful Code into the Portal, the Plugin or our System;
directly or indirectly use, copy, decompile or reverse engineer the Portal or the Plugin;
allow others to access or use your Account (or in the case of Authorised Users, their login details), including any password or authentication details;
use the Portal or the Plugin to carry out security breaches or disruptions of a network;
attempt to access any data or log into any server or account that you are not expressly authorised to access;
circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or
access or use the Portal or the Plugin to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

7 Marketplace

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.

the availability of Drivers on the Marketplace;
whether your Booking Request will be accepted by a Driver; or
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.

Using the Portal

7.6 To purchase the Delivery Services through the Portal:

you must submit a request for delivery services following the prompts as set out via the Portal (Booking Request). The Booking Request must include information as reasonably requested by us, including the description of the products to be delivered (Products), delivery address (Delivery Location), delivery instructions, Customer details and the order type;
following your submission of the Booking Request to us, we will provide you with a quote via the Portal on behalf of the Driver for price for the Delivery Services (Delivery Fee); and
where the Driver accepts the Booking Request, it becomes a Confirmed Booking and you may elect to either:
- (1) pay the Delivery Fee to us at the time you make a Confirmed Booking; or
- (2) have the Customer pay the Delivery Fee, in which case:
  - (i) we will issue the Customer with an invoice for the Delivery Fee and send the Customer a payment link via email or text; (ii) the Customer must pay us the amount in the invoice using the payment link provided; and
  - (iii) until such time that the Customer pays the Delivery Fee, the Customer will not be entitled to any part of the applicable Delivery Services, and the Driver would not be obligated to provide the Delivery Services.

Using the Plugin

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:

the Customer must agree to our Customer Terms and Conditions;
the Customer must make full payment of the Delivery Fee through your gateway (or as otherwise agreed between the Parties) prior to the provision of the Delivery Services. You understand that where the Customer makes payment of the Delivery Fee through your gateway, you will be liable to pay us the full Delivery Fee as debt due and payable;
we will charge you a Plugin Fee for each transaction made via the Plugin, in accordance with the Schedule; and
you must keep detailed and sufficient information regarding any transactions made by a Customer through the Plugin, and provide us with such information upon our request.

8 Availability

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 Third Party Inputs

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:

you are responsible for obtaining and managing all licences for the relevant Third Party Inputs;
you are responsible for paying all fees related to the Third Party Inputs; and
you agree to comply with terms and conditions applicable to the relevant Third Party Inputs at all times. 9.3 We do not make any warranty or representation in respect of any Third Party Inputs.

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 Support Services

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):

we agree to notify you in writing of our concerns; and
following your receipt of such notice, the Parties will use all reasonable endeavours to work together to resolve the matter.

10.6 If:

we have provided you with the notice in accordance with clause 10.5(a); and
the Parties are unable to resolve the matter pursuant to clause 10.5(b),

we may (at our discretion):

adjust our response time accordingly; and/or
vary the Fees to reflect your increased use of our limited resources, effective on and from us giving you written notice of the new Fees; or
terminate this Agreement by giving 30 days’ notice in writing to you, in which case clause 23.4 will apply.

11 Additional Services

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 Variations

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:

work with us to resolve the matter; or
terminate the Agreement by providing at least 30 days’ written notice, and in which case, clause 23.3 will apply.

13 Your Obligations and Representations

13.1 You agree:

to comply with this Agreement and all applicable Laws;
to provide all assistance, information, documentation, access, facilities and other things reasonably necessary to enable us to comply with our obligations under this Agreement or at Law, and to provide you with the Services;
where we are providing you with implementation services as part of the Services:
- a. provide us with all information that is within your knowledge in relation to your System which would be reasonably necessary for us to know in order to perform the implementation services; and
- b. provide us with assistance as reasonably necessary to ensure successful implementation of the Portal and/or Plugin;
to provide us and our Personnel with reasonable, convenient and safe access to your premises and Systems to the extent reasonably necessary in order for us to supply the Services, and at the times agreed between the Parties;
to ensure all information provided to us is kept up-to-date and the email address you provide is valid and regularly checked;
to make any changes to your Systems, such as System upgrades, that may be required to support the delivery and operation of any Services;
to ensure that any Systems used in connection with the Services have all necessary approvals and comply with all Laws;
that you have reviewed and understand the terms of this Agreement (including our Privacy Policy), and that you (and Authorised Users) will use the Services in accordance with them;
to notify us of any breach or suspected breach of this Agreement by you (or an Authorised User), within 48 hours of becoming aware of any such breach or suspected breach; and
that you are responsible for all Authorised Users and other users within your organisation or within your control using the Services, including your Personnel.

13.2 You acknowledge and agree that:

the technical processing and transmission of the Services, including Your Data, may be transferred unencrypted and involves transmissions over various networks, and changes to conform and adapt to technical requirements of connecting networks or devices;
the Services are provided to you and your Authorised Users, solely for your and your Authorised Users’ benefit and you will not (or you will not attempt to) disclose, or provide access to, our Services to third parties without our prior written consent;
you will be responsible for the use of any part of the Services by your Authorised Users and any other person you provide with access to the Services, and you must ensure that no person uses any part of the Services:
- to break any Law or infringe any person’s rights (including Intellectual Property Rights);
- to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
- in any way that damages, interferes with or interrupts the supply of the Services; and
you will not alter or modify the Services in any way that is not contemplated by the purposes of the Services.

14 Payment

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):

after a period of 5 Business Days, cease providing the Services, and recover, as a debt due and immediately payable from you, our additional costs of doing so (including legal fees, debt collector fees and mercantile agent fees); and/or
charge interest at a rate equal to the Reserve Bank of Australia’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date for payment in accordance with the Payment Terms.

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:

you agree to notify us in writing within 30 days of the Fee variation coming into effect; and
following receipt of such notice by us, the Parties will use all reasonable endeavours to work together to resolve the matter.

14.5 If:

you have provided us with the notice in accordance with clause 14.4(c); and
the Parties are unable to resolve the matter pursuant to clause 14.4(d),
- you may elect to terminate the Agreement prior to the end of the Initial Term or the then Renewal Period in accordance with the notice period in the Schedule, and in which case, clause 23.3 will apply.

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 Warranties

15.1 We agree:

that we have legal authority to grant you Our Licences;
that all pre-existing Intellectual Property Rights in the Services (with the exception of the property rights in any Third-Party Inputs) will be owned, held or licensed by us;
that the provision of the Services does not and will not infringe any other person’s Intellectual Property Rights; and
that the Services will operate and be provided in accordance with this Agreement (including any specifications).

15.2 You represent, warrant and agree that:

you will provide us with any information that we require in order to provide the Services to you (for example, information that we need to set up the Accounts or get you onboarded);
there are no legal restrictions preventing you from entering into this Agreement;
all information and documentation that you provide to us in connection with this Agreement is true, correct and complete.

16 Intellectual Property

Our Intellectual Property Rights

16.1 As between the Parties, you acknowledge and agree that we own all Intellectual Property Rights in:

Our Materials;
New Materials or Improvements; and
any Feedback,
- and as between the Parties, these Intellectual Property Rights will at all times vest, or remain vested, in us, and nothing in this Agreement constitutes an assignment or transfer of such Intellectual Property Rights. To the extent that ownership of these Intellectual Property Rights does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title to such rights.

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:

we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback;
you must not whether directly or indirectly, without our prior written consent:
- (1) copy, modify, adapt, translate, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any part of the Services or otherwise attempt to discover any part of the source code of the Portal or Plugin;
- (2) use any unauthorised, modified version of the Services, including (without limitation) for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Portal or Plugin;
- (3) unless authorised under this Agreement, use the Services in a web-enabled form for the purposes of third-party analysis or view via the internet or other external network access method;
- (4) rent or sublicence the use of the Services to any third parties, without our prior written consent or as otherwise permitted under this Agreement;
- (5) take any action that may compromise or jeopardise our Intellectual Property Rights in the Services or otherwise;
- (6) remove or deface any confidentiality, copyright or other proprietary notice placed on the Services; or
- (7) use the Services in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing.

Your Intellectual Property Rights

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.

Your Data

16.7 As between the Parties:

Your Data is and will remain your property; and
you retain any and all rights, title and interest in and to Your Data, including all copies, modifications, extensions and derivative works.

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:

supply the Services to you and your Authorised Users, and otherwise perform our obligations under this Agreement;
diagnose problems with the Services;
enhance and otherwise modify the Services;
perform Analytics;
develop other services, provided we de-identify Your Data; and
as reasonably required to perform our obligations under this Agreement.

16.9 You acknowledge and agree that:

we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel; and
we assume no responsibility or Liability for Your Data. You are solely responsible for Your Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to backup Your Data.

16.10 You represent, warrant, acknowledge and agree that:

you have obtained all necessary rights, releases and permissions to provide or have Your Data provided to us and to grant the rights granted to us in this Agreement;
Your Data (and its transfer to and/or use, collection, storage or disclosure by us as contemplated by this Agreement) does not and will not violate any Laws or the rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
the operation of the Services is reliant on the accuracy and completeness of Your Data, and the provision by you of Your Data that is inaccurate or incomplete may affect the use, output and operation of the Services.

16.11 This clause 16 will survive termination or expiry of this Agreement.

17 Analytics

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:

does not contain any identifying information; and
is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

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 Confidential 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 Privacy

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 Australian Consumer Law

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 Exclusions to liability

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:

any aspect of the interaction between you and a Driver, including the delivery services offered by the Driver, the description or performance of the services, the delivery of the Products by the Driver or the inability of the Driver to deliver the Products to the Delivery Location or collect the Products;
any aspect of the interaction between you and a Customer, including the supply of any goods or services by you to the Customer;
any interruptions or downtime to the Portal or Plugin as a result of any Scheduled or Emergency Maintenance;
your Computing Environment;
your, your Authorised Users, or your Personnel’s acts or omissions;
any use or application of the Services by a person or entity other than you, or other than as reasonably contemplated by this Agreement;
any works, services, goods, materials or items which do not form part of the Services (as expressed in this Agreement), or which have not been provided by us;
any Third Party Inputs; and/or
any event outside of our reasonable control (including a Force Majeure Event, and a fault, defect, error or omission in the Computing Environment or Your Data).

21.2 This clause 21 will survive the termination or expiry of this Agreement.

22 Limitations on liability

22.1 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by law:

neither Party will be liable for Consequential Loss;
a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by the other Party to mitigate its loss; and
our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to us resupplying the Services to you or, in our sole discretion, to us repaying you the amount of the Fees paid by you to us in respect of the supply of the relevant Services to which the Liability relates.

22.2 This clause 22 will survive the termination or expiry of this Agreement.

23 Term and Termination

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:

we will immediately cease providing the Services;
we will be entitled to anonymise or permanently delete all Your Data within 1 month from expiry or termination of this Agreement;
you are to pay for all Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement; and
upon request by us, you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or Intellectual Property owned by us that is in your possession or control, subject to clause 16.

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:

our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees).

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 General

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:

work with us to resolve the matter; or
terminate the Agreement by providing at least 30 days’ written notice.

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.

25 Definitions

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:

is disclosed to the Receiving Party in connection with this Agreement at any time;
is prepared or produced under or in connection with this Agreement at any time;
relates to the Disclosing Party’s business, assets or affairs; or
relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

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:

any loss or damage that cannot be considered to arise according to the usual course of things from the relevant breach, act or omission, whether or not such loss or damage may reasonably be supposed to have been in the contemplation of the Parties at the time they entered into this Agreement as the probable results of the relevant breach, act or omission; and/or
without limiting subclause (a), any 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.

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.

Privacy Policy

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