Last modified: 13 July 2023
1. Definitions and interpretation
In this agreement:
Application means the mobile application developed by us for use by the Merchant and the End Customer to request the collection and delivery of the Deliverables;
Claim includes a claim, notice, demand, action, proceeding, litigation, investigation, judgment, damage, Loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute and whether involving a third party or a party to this agreement;
Completion means completion of the Delivery Contract, being either the delivery of the Deliverables to the End Customer or the return of the Deliverables to the Collection Point where the End Customer has not accepted the Deliverables;
Confidential Information means information about that party or that party’s business or activities (regardless of the medium in which it is recorded) which is disclosed to or otherwise comes to the knowledge of the other party in connection with this agreement, and which is designated by the first party to be confidential or which a reasonable person would, having regard to the nature of the information, consider to be confidential to the first party;
Collection Point means the collection address identified by you, from which the Deliverables will be collected by a Driver in the performance of the Services;
Credit Account Application means the application form for a credit account with Deliver In Person, in the form set out in Schedule 2, as amended by Deliver In Person from time to time;
Dangerous Goods means any goods that is or contains or consists of parts, components or substances (in any quantity) that are:
- corrosive, flammable, explosive, spontaneously combustible, toxic, oxidising or water-reactive and which may cause or contribute to the death of or personal injury to (including infection of) any person, plant or animal or loss of or damage to any property; or
- otherwise identified under applicable laws as an illegal or dangerous good (including where such classification arises as a result of the quantity of such goods packaged together);
Delivery Contract means the contract which arises between you and us when in accordance with clause 2.6;
Delivery Request means a request made by you to us for the collection and delivery of the Deliverables in accordance with clause 2.5;
Deliverables means the goods required to be delivered by you as specified in the Delivery Contract;
Driver means the delivery contractor engaged by Deliver In Person to provide the Services;
End Customer means the end customer recipient of the Deliverables ordered from the Merchant and to be delivered via the Driver;
GST means goods and services tax or similar value added tax levied or imposed in Australia under the GST Law or otherwise on a supply;
GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth);
GST Law has the same meaning as in the GST Act;
Liability means any liability or obligation (whether actual, contingent or prospective) including any Loss, irrespective of when the acts, events or things giving rise to the liability or obligation occurred;
Loss includes any loss, damage, cost, charge liability or expense (including legal costs and expenses);
Merchant Fee means the fees payable by the Merchant for the use of the Services, such fees to be paid and calculated in accordance with clause 7 and Schedule 1;
Personal Information has the meaning given to that term in the Privacy Act 1988 (Cth);
Related Entity has the meaning given in the Corporations Act 2001 (Cth);
Services means the collection and delivery of Deliverables by the Driver;
Tax means all forms of taxes, duties, imposts, charges, withholdings, rates, levies or other governmental impositions of whatever nature and by whatever authority imposed, assessed or charged together with all costs, charges, interest, penalties, fines, expenses and other additional statutory charges, incidental or related to the imposition;
Term means the term of this agreement as described in clause 2.2;
T&Cs means the terms and conditions contained in this agreement;
You or Merchant means the merchant engaging Deliver In Person to provide the Services; and
We, us or Deliver In Person means DIP Australia Pty Ltd (ABN 31 653 903 649) of Unit 11, 800-812 Illawarra Road, Menai NSW 2234, Australia.
In this agreement, unless the context otherwise requires:
- a reference to:
- the singular includes the plural and the plural includes the singular;
- any contract (including this agreement) or other instrument includes any variation or replacement of it and as it may be assigned or novated;
- a person or entity includes an individual, a firm, a body corporate, a trust, an unincorporated association or an authority;
- a person includes their legal personal representatives (including executors), administrators, successors, substitutes (including by way of novation) and permitted assigns;
- time is a reference to legal time in Sydney, New South Wales;
- a reference to a day or a month means a calendar day or calendar month;
- money (including ‘$’, ‘AUD’ or ‘dollars’) is to Australian currency;
- the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’, ‘for example’ or similar words are not words of limitation; and
- a provision of this agreement must not be construed to the disadvantage of a party merely because that party was responsible for the preparation of this agreement or the inclusion of the provision in this agreement.
- This agreement governs any contract for the Services arising between you and us during the Term.
- This agreement commences on the date you accept the agreement via the Application and will continue to be in effect until terminated in accordance with clause 12.
- By accepting this agreement and using the Application, you have shown your interest in requesting for the provision of the Services from time to time and agree that this agreement continues to apply to the provision of any of the Services from time to time.
- By ticking a box to indicate your acceptance of this agreement on the Application, you agree that this agreement and the scope of work set out in each Delivery Request will govern each contract for services that arises between us and you. You acknowledge and agree that you have had the opportunity to read, understand, and properly consider your obligations and the consequences arising under this agreement.
- While you are signed into the Application, you may submit Delivery Requests pursuant to which you are requesting for the Services to be provided to you. Use of and signing onto the Application does not oblige you to submit a Delivery Request. Once a Delivery Request is submitted by you, that Delivery Request will be made available for review and acceptance by Drivers.
- If there are any available Drivers in the surrounding area of the Collection Point, that Driver may accept your Delivery Request to provide the Services. Once a Delivery Request has been accepted, a Delivery Contract is created and is binding between you and Deliver In Person. You acknowledge and agree that once a Delivery Request has been accepted, any cancellation of the Delivery Request may result in a cancellation fee in accordance with the terms of this agreement.
- A Delivery Contract will consist of:
- the terms of this agreement; and
- the Delivery Request.
- From time to time, we may update the terms applicable to a Delivery Contract (including providing an updated version of the terms on the Application prior to acceptance of a Delivery Request).
- To the extent that there is an inconsistency between the terms of this agreement and the Delivery Request, the Delivery Request will prevail.
- You acknowledge and agree that Deliver In Person will provide the Services through a third party independent contractor (being the Driver).
- You are not contractually required to provide any particular volume of Services and we are not contractually required to provide you with any particular volume of business.
- Deliver In Person does not guarantee that any Driver will be available or that any Driver will be available within any certain timeframe, and you acknowledge that the Services are subject always to the availability of Drivers in the surrounding area of the Collection Point.
- You are responsible for the rectification of any errors and omissions in the preparation and packaging of the Deliverables for delivery via the Services.
- If applicable, a Delivery Request must specify the latest time for delivery and if the Delivery Request is on an urgent basis. Where the timeframe for the Delivery Request is on an urgent delivery basis, Deliver In Person may charge you an additional fee in accordance with this Agreement.
- In the performance of the Services, once a Driver has accepted the Delivery Request and a Delivery Contract is created, the Driver will retrieve the Deliverables from the Collection Point. You must ensure that the Deliverables are packaged and ready for collection by the Driver in the allocated time (as specified in the Application) and otherwise as soon as reasonably practicable.
- Deliver In Person may, at its sole discretion, arrange for a Driver to make deliveries from multiple merchants as part of the same trip (including multiple separate orders from you, or any combination of orders from you with orders from other merchants using the Application).
- You agree that you will comply with the principles of our Business Ethics Statement, which can be found at
https://www.deliverinperson.com/business-ethics-statement, including any updates we make and refer to you from time to time.
- The Deliverables must be packaged in accordance with the following:
- each parcel must comply with the size and dimensions specified on the Application and must not exceed such size or dimensions;
- each parcel must not exceed the maximum weight specified on the Application; and
- at all times, must not exceed a size, dimension or weight beyond what is reasonably capable of being carried by a single person.
- You acknowledge that the size, dimension and weight requirements in respect of the Deliverables may differ depending on the mode of transportation of the available Drivers providing the Services, as notified to you via the Application and you must at all times ensure that the Deliverables packages are prepared in accordance with those requirements.
- You will be responsible for your compliance with all applicable work, health and safety legislation, as well as road and traffic laws including but not limited to your obligation to notify the relevant work health and safety regulator of any incidents at your nominated collection points for us to pick up your deliverables.
- You represent and warrant to Deliver In Person that, at all times throughout the term of this agreement:
- The person signing this agreement on your behalf has the full power and authority to enter into this agreement on behalf of your business and to ensure your business performs all of its obligations under this agreement;
- you are validly existing and in good standing under the applicable laws of the jurisdiction that you were incorporated under;
- you have not entered into, and during the term of this agreement, will not enter into any agreement that would prevent you from complying with this agreement;
- you are able to pay all your debts as and when they fall due and are not otherwise deemed to be bankrupt or insolvent under any applicable laws;
- you will comply with all applicable laws in the performance of this agreement; and
- to the extent that you are acting in the capacity as trustee of a trust:
- you are the sole trustee of the trust and no action has been taken to remove or replace that appointment;
- you have power under the relevant trust deed to execute and perform its obligations under this agreement and all necessary actions have been taken to authorise the execution and performance of this agreement;
- all transactions secured by this agreement will be entered into as part of the proper administration of the trust and is or will be for the benefit of the beneficiaries of the trust; and
- you have the right to be fully indemnified out of the assets of the trust and no action has been taken to restrict or limit that right.
- You represent and warrant to Deliver In Person that, at all times throughout the term of this agreement and in respect of each Delivery Contract:
- any Deliverables reflect the items identified in the Delivery Contract and no additional materials are included in the bags or packages for the Deliverables other than items and other materials approved for carriage via the Services by Deliver In Person.
- any Deliverables are fit for carriage via the Services and have been suitably packaged for that purpose, including in compliance with all applicable laws;
- the Deliverables do not require temperature control or special arrangements unless otherwise specified in the Delivery Request, in which case:
- the Driver may identify that they hold certain equipment capable of providing for the temperature control or special arrangements; and otherwise
- you must provide all equipment and arrangements necessary for the carry and transportation for the temperature control or special arrangements and such equipment will not be returned by the Driver or Deliver In Person.
- the Deliverables are not Dangerous Goods and by sending them using our service you confirm it is lawful to do so and accept all liability for the contents of your packaged deliverables;
- the Deliverables comply with all requirements of packaging, size and weight restrictions specified by Deliver In Person, in accordance with clause 3.9 herein;
- you have the authority to send the Deliverables via the Services and the End Customer has the authority to receive the Deliverables via the Services;
- you hold all applicable licences, permits and authorities from any government agency required to operate your business and send the Deliverables via the Services; and
- you have complied with all laws and regulations relating to the nature, packaging and labelling of any Deliverables in a manner satisfactory for a third party to recognise and withstand the risks of the carriage of the Deliverables via the Services.
- You acknowledge and agree that Deliver In Person and the Drivers are not liable for the payment of any Taxes relating to the Deliverables and you indemnify Deliver In Person and its representatives against any Claims relating to Taxes payable on the Deliverables.
5. Intellectual Property
- All right, title and interest in the Deliver In Person Intellectual Property is owned by Deliver In Person throughout the term of this agreement. Subject to you complying with the terms of this agreement, Deliver In Person grants to you a non-exclusive, non-transferable, non-sublicenseable and non-assignment licence to use the Application and the Deliver In Person Intellectual Property to the extent required to enjoy the Services for the term of this agreement. You may only use the Application and the Deliver In Person Intellectual Property in connection with your use of the Services pursuant to this agreement.
- Any Intellectual Property developed by the Merchant relating to the Application or the Services is owned by Deliver In Person. You hereby assign to Deliver In Person all rights, title and interest in such developed Intellectual Property, free of all encumbrances and third party rights and agree to deliver and procure the delivery of all further documents necessary to confirm or give effect to this clause 5.2. Likewise, any Intellectual Property developed by the Merchant relating to the Merchant’s own business and how it interacts with the Application or Services will remain the IP of the Merchant.
- You agree that you must not:
- copy, distribute, disclose, use, modify, sub-licence or otherwise deal or purport to deal with any rights in the Deliver In Person Intellectual Property; or
- reverse engineer or attempt to extract the source code of the Application or any of Deliver In Person’s software, except to the extent permitted by applicable law,
- except with Deliver In Person’s prior written consent or as expressly provided by this agreement.
- From time to time during the term, you may create videos, photos and other materials for the purpose of advertising or marketing on the Application (Merchant IP). You warrant that you own all rights to the Merchant IP and you agree to indemnify Deliver In Person for any Loss, Liability or Claims suffered by Deliver In Person or its representatives in connection with a breach of this clause 5.4. You grant to Deliver In Person a non-exclusive, perpetual, royalty-free licence to use and display your Merchant IP on the Application or otherwise in connection with the Services. Deliver In Person may remove the display of the Merchant IP from the Application for any reason.
- From time to time, the Application may request that you or an End Customer provides feedback on the Services. All Intellectual Property in the feedback is owned by Deliver In Person.
- For the purposes of this clause 5:
- Deliver In Person Intellectual Property means the Intellectual Property created or developed or otherwise held by Deliver In Person (including in the Application); and
- Intellectual Property means all current and future intellectual and industrial property rights and interests throughout the world, whether registered or unregistered, including trade marks, designs, patents, inventions, copyright and analogous rights, circuit layouts, confidential information, trade secrets, know-how and any right to apply for registration of, or any application for, such rights.
6.Health, safety and standards
- You will be responsible for your compliance with all applicable work, health and safety legislation including but not limited to your obligation to notify the relevant work health and safety regulator of any incidents.
- You agree that your representatives and personnel must behave respectfully and professionally when interacting with us or any Driver in the course of the Services.
- You must co-operate with us in the event that there is an investigation of any incident or accident.
7. Merchant Fee and charges
- As consideration for the provision of the Services, you must pay to Deliver In Person the Merchant Fees.
- The Merchant Fees will be calculated and are payable in accordance with the terms of Schedule 1.
- If you wish to request a credit account with Deliver In Person, you must complete and submit to Deliver In Person the Credit Account Application. Deliver In Person is under no obligation to offer you a credit account and you acknowledge and agree that the terms of the credit account (including any payment terms or credit account limits) are subject to Deliver In Person’s credit account terms at all times. At any time, Deliver In Person may suspend or terminate any credit account arrangement with the Merchant and the Merchant Fees will become payable in accordance with the remaining terms of Schedule 1.
- From time to time during the term of this agreement, Deliver In Person may increase or change the Merchant Fee, provided that Deliver In Person gives you at least 14 days prior written notice before such change takes effect.
- You are responsible for all Liabilities relating to a refund, return or recall of any Deliverables and you agree to indemnify Deliver In Person for all such Liabilities incurred by Deliver In Person.
- You must hold and continue to hold an Australian Business Number (ABN) at all times during the Term.
- From time to time, Deliver In Person may have in place partner support insurance to cover the Deliverables during their provision of the Services (subject at all times to the terms of such insurance policies).
- Where you are not covered by Deliver In Person’s partner support insurances or Deliver In Person does not offer partner support insurance, you:
- must ensure that you hold and are covered by insurances relevant to the provision of the Services (including in respect of any damage or loss to the Deliverables); and
- release us from any Claims (whether potential or actual) for liability or damage incurred by you during the provision of the Services to the extent that such liability or damage would ordinarily be covered by such insurance.
- To the extent required by applicable law or at management’s discretion, if Deliver In Person is found to have caused loss or damage to goods as a result of either negligence or the failure to demonstrate due care during the delivery, the company may compensate the Merchant for damages at actual cost price value, up to a maximum amount of $100.00. Payment is limited to any lost, stolen or severely damaged contents being Delivered for the Claimant (beyond minor incidental damage caused by a compliant delivery of the Deliverables).
- The right of any Claimant to submit a claim for compensation from Deliver In Person is only available for written claim notifications received within five (5) business days after the expected or actual delivery date. After 5 business days have elapsed, no claims for compensation will be considered.
9. Limitation of Liability
- To the maximum extent permitted by law, our liability to you arising under or in connection with this agreement and each Delivery Contract whether in contract, tort (negligence) or otherwise is limited to the Merchant Fees paid or payable to you for the relevant Delivery Contract.
- Notwithstanding any other provision of this agreement, you acknowledge and agree that Deliver In Person is not liable for the loss of the Deliverables, damage to the Deliverables or misdelivery or non-delivery of the Deliverables, and you must, at all times, hold adequate insurance in respect of the loss of the Deliverables.
- Neither party will be liable for:
- consequential, special, punitive, or indirect damages of any kind;
- cost of cover, or recovery or recoupment of any investment made by the other party or its affiliates in connection with this agreement;
- or any loss of profit, revenue, business or data arising from or relating to this agreement, licensed materials, the program or the services and whether in contract, tort (negligence) or otherwise, and even if advised of the possibility of such damage.
- Despite any other term in this agreement, nothing in this agreement excludes, restricts or modifies any right or remedy you have in statute or otherwise to the extent that right or remedy cannot be excluded, restricted or modified under law.
- You agree that you will defend, indemnify and hold us harmless (including our officers, directors, members, employees) and any of our Related Entities from and against all Claims, costs, damages, Losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with:
- any breach by you of clauses 4, 5, 6, 14 or 15 of this agreement;
- any negligence or wilful misconduct of you or your representatives (including employees, contractors and agents); and
- any breach of applicable laws or regulations, including any local laws or ordinances, whether or not referenced herein.
- Each indemnity is a continuing obligation separate and independent from other obligations and survives termination of this agreement.
- You agree to indemnify us for any and all liabilities, obligations, Claims, penalties or costs that we suffer or incur in relation to taxation, superannuation or employment matters related to you.
- At any time, you may terminate this agreement by ceasing to use the Application.
- Without prejudice to any other right or remedy we may have against you, we may deactivate your account connected to the Application and/or terminate this agreement with immediate effect with no liability to make any further payment to you if:
- you breach the terms of this agreement;
- you are charged with any criminal offence;
- you breach any relevant laws or regulations (including without limitation in respect of any Dangerous Goods);
- you commit any fraud or dishonesty;
- you act in any manner which in our opinion brings or is likely to bring us into disrepute; or
- for other commercially reasonable cause.
- At any time, Deliver In Person may terminate this agreement in its entirety or restrict or deactivate your Account or access to the Application or the Services by giving you written notice (including notice via the Application).
- You may not submit Delivery Requests for the Services while your account is deactivated. You must not circumvent this clause 11.4 by creating an alternative account or mobile device to access the Application.
- You agree that you will assist us in the investigation of any customer complaints that may be made about you or in relation to any incident in which you may be able to assist.
- Termination of this agreement will not release you from liability in respect of any breach, non-performance of any obligation or any Service Failure by you prior to the date of termination.
- A party affected by a Force Majeure Event must:
- give the other party prompt notice of the Force Majeure Event, which notice will contain full particulars of the Force Majeure Event and the probable extent to which it will be unable to perform or be delayed in performing its obligations under this agreement (including in respect of a Delivery Contract); and
- use all reasonable endeavours to, as soon as possible, remove such Force Majeure Event and the effect of such Force Majeure Event on the performance of its obligations under this agreement.
If a party is unable to perform or is delayed in performing an obligation under this agreement (other than an obligation to pay Fees) because of a Force Majeure Event, that obligation is suspended but only so far and for so long as it is affected by the Force Majeure Event. Neither party will be liable to the other party to pay for any additional costs expenses incurred in connection with that Force Majeure Event. If the Force Majeure Event continues for a period of 30 days, either party may terminate the agreement immediately by giving the other party written notice.
For the purposes of this clause 11.7, Force Majeure Event means an event beyond the reasonable control of the party claiming that a force majeure event has arisen, which results in that party being unable to observe or perform on time an obligation under this agreement, including elements of nature or acts of God, fire, lightning, storm, cyclone, natural disaster, act of war, terrorism, riot, civil disorder, epidemic (other than the mere existence of the COVID-19 pandemic as at the date of this agreement), embargo, failure of supply of electricity, water, heat or light to a premises (other than as a result of failure to make payment in relation to the supply of such utilities) and any other event outside the reasonable control of the affect party.
12. Disputes and governing law
- The laws of the State or Territory in which you obtain the Services govern this agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to this agreement will only be adjudicated in the courts of that State or Territory. Each party consents to exclusive jurisdiction and venue in these courts.
- Notwithstanding clause 12.1, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party’s, its affiliates’ or any third party’s intellectual property or other proprietary rights.
- The United Nations Convention of Contracts for the International Sale of Goods, and any local laws implementing the Convention of Contracts for the International Sale of Goods, do not apply to this agreement.
- To the maximum extent permitted by law, you hereby waive any rights that you may have to bring disputes for resolution before any other court, tribunal or forum.
- You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action.
13. GST and taxes
- Capitalised expressions which are not defined in this agreement but which have a defined meaning in the GST Act have the same meaning in this clause 13.
- Unless expressly provided otherwise, any sum payable or amount used in the calculation of a sum payable under this agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause.
- If any GST is payable on any taxable supply made under this agreement to the recipient by the supplier, the recipient must pay the GST to the supplier on the earlier of the time of making payment of any monetary consideration on which the GST is calculated and the issue of an invoice relating to the taxable supply.
- The supplier must provide as a precondition for payment by the recipient of the GST, a tax invoice or a document that the Commissioner will treat as a tax invoice.
- The amount recoverable on account of GST under this clause by the supplier will include any fines, penalties, interest and other charges incurred as a consequence of late payment or other default by the recipient under this clause.
- If a party provides a payment for or any satisfaction of a Claim or a right to Claim under or in connection with this agreement that gives rise to a liability for GST, the provider must pay, and indemnify the claimant on demand against, the amount of that GST.
- Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions) that are imposed on that party upon or with respect to the transactions and payments under this agreement.
- Each party must:
- keep confidential, and not to use or disclose, other than as permitted by this agreement, any Confidential Information of the other party;
- use the other party’s Confidential Information solely for the purposes contemplated by this agreement and for no other purpose without the prior written consent of the other party;
- not publish, disseminate or otherwise disclose Confidential Information of the other to any third party without first obtaining the written consent of such other party;
- restrict the dissemination of the other party’s Confidential Information to only those persons who have a need to know, and must ensure that all of its directors, officers, employees, agents, representatives, subcontractors and advisors (collectively, Agents) are aware of this agreement and bound by confidentiality obligations consistent with or at least as restrictive as those stated in this agreement.
- Clause 15.1 will not apply to that part of a disclosing party’s Confidential Information which the receiving party is able to demonstrate by documentary evidence:
- was in the receiving party’s possession prior to receipt from the disclosing party or is independently developed by the receiving party;
- was in the public domain at the time of receipt from disclosing party;
- has been independently developed by the receiving party without reference to the disclosing party’s Confidential Information;
- subsequently becomes a part of the public domain through no fault of the receiving party or its Agents; or
- is lawfully received by the receiving party from a third party having a right of further disclosure.
- The non-disclosure obligations pursuant to this agreement will not apply to Confidential Information that a receiving party is required to disclose pursuant to any judicial action, order of the court or other governmental agency; provided, however, that the receiving party must make all reasonable efforts to notify the disclosing party prior to the disclosure of Confidential Information (applicable law permitting) and allow the disclosing party the opportunity to contest and avoid such disclosure, and the receiving party may disclose only that portion of such Confidential Information that it is legally required to disclose.
- Upon termination or expiration of this agreement or at the disclosing party’s earlier written request, the receiving party must return, and must cause its Agents to return, all documentary, electronic or other tangible forms of Confidential Information provided by the disclosing party including, without limitation, any and all copies thereof, or, at the disclosing party’s request, destroy all or such parts of the disclosing party’s Confidential Information as the disclosing party directs.
- You must not, under any circumstances, access or use any Personal Information accessed or obtained (whether through the Application or otherwise pursuant to this agreement) for any purpose other than the sole purpose of obtaining the Services.
- You must at all times:
- comply with our instructions in respect of the processing of Personal Information;
- maintain the strict confidentiality of Personal Information and must not reveal, disclose or make known any Personal Information to any person; and
- maintain appropriate security measures to prevent unauthorised use or disclosure of Personal Information.
- You must securely destroy any and all Personal Information immediately after the completion of the Service that the Personal Information relates to.
- You must immediately notify us if you become aware of any actual or possible breach of this clause 15.
- You indemnify us for any loss, damage, dispute or third-party claim incurred by us as a result of your breach of this clause 15.
- You are responsible for maintaining the integrity of information relating to your access and use of the Application, including any password, login or key information. You represent and warrant at all times that you will not share any such information with any third party.
- We may send you notices under this agreement via phone, text message, email, or notifications sent via the Application.
- It is your responsibility to keep your email address and phone number current by updating the information you have provided to us.
- If you want to provide notice under this agreement, including a notice of termination, you must do so by sending a communication to us through the Application.
- By providing us with your mobile number, and agreeing to this agreement, you are providing us with written consent to receive notifications and text messages from us in connection with this agreement.
- We may assign our rights and obligations under this agreement. You must not assign or deal with your rights under this agreement without our prior written consent. You must not subcontract any of your obligations under this agreement without our prior written consent.
- Nothing in this agreement and no verbal or written communication between the parties, creates a partnership, joint venture, agency, franchise, or employment relationship between us and you.
- If a provision of this agreement is illegal or unenforceable in any relevant jurisdiction, it may be severed for the purposes of that jurisdiction without affecting the enforceability of the other provisions of this agreement.
- Each party must promptly do whatever any other party reasonably requires of it to give effect to this agreement and to perform its obligations under it.
- Except as expressly stated otherwise in this agreement, a party may conditionally or unconditionally give or withhold consent to be given under this agreement and is not obliged to give reasons for doing so.
- Except as expressly stated otherwise in this agreement, the rights of a party under this agreement are cumulative and are in addition to any other rights of that party.
- A single or partial exercise or waiver by a party of a right relating to this agreement does not prevent any other exercise of that right or the exercise of any other right. A party is not liable for any loss, cost or expense of any other party caused or contributed to by the waiver, exercise, attempted exercise, failure to exercise or delay in the exercise of a right.
- The rights and obligations of the parties do not merge on termination or expiration of this agreement. Clauses 5, 6, 10, 11, 14 and 15 survive termination or expiration of this agreement.
- This agreement may only be varied or replaced by an agreement executed by the parties.
- This agreement may consist of a number of counterparts and, if so, the counterparts taken together constitute one agreement.
- This agreement contains the entire understanding between the parties as to the subject matter of this agreement. All previous negotiations, understandings, representations, warranties, memoranda or commitments concerning the subject matter of this agreement are merged in and superseded by this agreement and are of no effect. No party is liable to any other party in respect of those matters.
- This agreement will be accessible to you at any time via the Application.
Schedule 1: Merchant Fees and Charges
As consideration for the Services performed by Deliver In Person, Deliver In Person will charge you the Merchant Fee for each Delivery Contract sold by you via the Application, as agreed between Deliver in Person and you in writing.
- The Merchant Fee will be paid as follows:
- if You have provided a credit or debit card payment option to Deliver In Person, Deliver In Person will charge you for each Delivery Contract at the time that it is sold to you via the Application; and
- if You have arranged for a credit account with Deliver In Person, you must pay Deliver In Person in accordance with the payment terms agreed on your credit account. For the avoidance of any doubt, where you do not have a credit account arrangement with Deliver In Person, you must provide a valid credit or debit card to be held on file by Deliver In Person to process the Merchant Fees.
- On Completion of the delivery, Deliver In Person will issue to you a tax invoice in accordance with applicable laws and GST requirements.
- Rebates and discounts
- Deliver In Person may offer to you, from time to time, other rebates on the Merchant Fees, based on the volume of Deliverables delivered through the Services and any other conditions deemed appropriate by Deliver In Person.
- Any rebates offered to you will be notified to you in writing by Deliver In Person and may be amended by Deliver In Person at any time on written notice to you.