Zoom2u: Carrier terms and conditions
Licence Agreement with Zoom2u Pty Ltd (Zoom2u)
1. Introduction and grant of licence
1.1 This is a licence agreement between Zoom2u as the licensor and the Carrier as the licensee.
1.2 Zoom2u is a technology services provider that operates the Business which:
- enables Customers to make a Booking Request to a Carrier via the Platform to complete Carrier Services; and
- provides the Platform to the Carrier as a venue where Carriers and Customers can be connected.
1.3 On completion of the Boarding Process by the Carrier, Zoom2u grants to the Carrier a revocable, non-exclusive Licence for the Term to use and access the Platform for the permitted use of accepting Booking Requests and providing Carrier Services, on the terms and conditions of this Agreement.
1.4 Subject to clause 2.4 of this Agreement, Zoom2u agrees to provide the Carriers with access to the Platform during the Term to enable the Carriers to have the opportunity to accept Booking Requests and provide the Carrier Services.
1.5 The Carrier acknowledges and agrees that:
- Zoom2u does not employ Carriers or contract with the Carrier other than by contracting with the Carrier pursuant to the licence arrangements contemplated by this Agreement;
- Zoom2u does not offer to or provide, perform or conduct Transportation Services nor does it act as a freight forwarder or broker;
- does not participate in the interaction between the Carrier and Customers except to the extent necessary to provide the Platform to facilitate the interaction, including the invoicing and processing of the Delivery Fee from behalf of Carriers.
- Carriers are free to accept or not accept any Booking Request from a Customer for Carrier Services and Zoom2u may not require Carriers to accept any Booking Request for Carrier Services or otherwise require Carriers to perform Carrier Services;
- Zoom2u will not pay or remunerate Carriers for hours worked;
- Zoom2u is not obliged to provide insurance cover to any Carriers or provide insurance for any damage or loss caused by Carriers;
- Carriers must supply any tools, vehicles, devices or equipment required to complete Carrier Services;
- Carriers must not wear any apparel, clothing, logo or commercial trademark or other intellectual property of Zoom2u;
- Carriers will not distribute or present any document, signage, sales advertising or promotional marketing material of Zoom2u;
- Carriers are not required to work specific hours or times;
- Carriers are responsible for all education and training required to undertake Carrier Services and Zoom2u will not provide education or training to Carriers; and
- Carriers may delegate or subcontract to a third party some or all of any Carrier Services that a Carrier may have agreed to undertake.
1.6 By using the Platform, the Carrier agrees that the Carrier will observe and comply with all regulations relating to the Carrier’s engagement by Customers, including any applicable workplace laws.
1.7 Upon receiving a Booking Request from a Customer, Zoom2u will upload that Booking Request to the Platform (subject to the terms and conditions of this Agreement and the customer’s terms and conditions, available at https://www.zoom2u.com.au/).
1.8 As a condition to Zoom2u making Booking Requests available to the Carrier, the Carrier is required to at all times during the Term:
- have authorised access to a vehicle (in accordance with clause 11 of this Agreement) in order to provide Carrier Services;
- be registered as a Carrier through the Boarding Process; and
- accept and comply with the terms and conditions set out in this Agreement.
1.9 The Carrier may:
- accept a Booking Request and perform a Booking themselves directly;
- accept a Booking Request and arrange for employees of the Carrier to perform a Booking; or
- accept a Booking Request and engage another individual or company to act as an Assigned Carrier to perform a Booking, provided that the performance of the Booking is carried out in accordance with this Agreement.
1.10 Subject to any provision of this Agreement to the contrary, the Carrier must not sub-licence any of its rights under this Agreement without the prior written consent of Zoom2u.
2.1 By completing the Boarding Process, the Carrier accepts and agrees to be bound by the terms and conditions of this Agreement.
2.2 This Agreement commences on the date that Zoom2u notifies the Carrier in writing (including by way of email) that it has successfully completed the Boarding Process application
2.3 This Agreement continues in force unless and until terminated in accordance with this Agreement.
2.4 Zoom2u is entitled to terminate this Agreement by notice in writing (including by way of email) to the Carrier, at any time, with immediate effect, if:
- the Carrier does not provide to Zoom2u, upon request, evidence of the insurance which the Carrier is required to maintain in accordance with clause 10 of this Agreement; or
- a Termination Event occurs.
2.5 Zoom2u acknowledges that the Carrier may not be available at any time of the Carrier’s choosing during the Term to accept Booking Requests and that it is at the absolute discretion of the Carrier whether the Carrier accepts a Booking Request.
2.6 Zoom2u acknowledges that the Carrier may not be available at any time of the Carrier’s choosing during the Term to use the Platform and that it is at the absolute discretion of the Carrier as to when the Carrier uses the Platform.
3.1 Zoom2u and the Carrier agree and acknowledge that:
- Zoom2u will during the Term allow the Carrier to access Booking Requests via the Platform under the terms of this Agreement;
- the Carrier may only accept a Booking Request by using the Platform and not through any other means, for example, by contacting a Customer by means other than through the Platform;
- it is at the Carrier’s absolute discretion as to whether the Carrier accepts a Booking Request;
- each Booking Request uploaded onto the Platform will be able to be viewed by all Carriers and will be open for acceptance by any Carrier on a ‘first come, first served’ basis (subject to the terms and conditions provided in this Agreement);
- Zoom2u will not be party to any contract that may arise between a Customer and a Carrier as a result of a Carrier accepting a Booking Request or Booking Requests;
- any and all communications, correspondence, verbal or written, or any warranties or representations made with regard to the Transportation Services, are not provided by Zoom2u and are specifically and solely made as between the Carrier and the Customer;
- Zoom2u makes no warranty or representation in relation to any Carrier concerning any Customer, Booking Request or Transportation Services, and has no control over any aspect of any Consignment (including mass, dimension, load restraint, or pick-up, delivery or transit timing requirements) or the Carrier’s ability to transport items;
- Zoom2u does not have any responsibility for or control over the Carrier or the Customer. The Carrier is solely responsible for and has control over the delivery, quality or safety of the Transportation Services and Zoom2u is not responsible for the agreements or any other legal aspects relevant to the Transportation Services that are facilitated through the Platform, other than as may be required by law;
- Zoom2u does not guarantee any quantity of Booking Requests being made available for acceptance by a Carrier through the Platform, or that the Carrier will receive any particular amount of revenue as a result of entering into this Agreement;
- Zoom2u is entitled, at its discretion, to stop making the Platform available to the Carrier without notice, and Zoom2u is not required to provide a reason for not making the Platform available to that Carrier; and
- subject to this Agreement, the Carrier is solely responsible for controlling the manner in which it performs any Booking and Transportation Services.
3.2 The Carrier acknowledges and agrees that it is the responsibility of the Carrier to login to the Platform to view available Booking Requests.
3.3 The Platform provides a Specified Booking Request function that allows Customers to make a Specified Booking Request, subject to availability. In the event that a Customer makes a Specified Booking Request, the Carrier acknowledges and agrees that:
- Zoom2u may make the Specified Booking Request available for acceptance by the Applicable Carrier via the Platform;
- the Applicable Carrier will have a period of one (1) minute (or such other period specified in the Specified Booking Request) from the Specified Booking Request being made available for viewing on the Platform in which to accept the Specified Booking Request;
- if the Applicable Carrier accepts a Specified Booking Request, the Applicable Carrier guarantees to perform the Carrier Services set out in the Specified Booking Request; and
- if the Applicable Carrier does not accept the Specified Booking Request within the specified period, the Specified Booking Request will immediately convert into an ordinary Booking Request and be advertised on the Platform to all available Carriers who have access to the Platform.
3.4 Zoom2u may, at its discretion, place Booking Requests on the Platform.
3.5 The Platform allows Customers to suggest a price when making a Booking Request on the Platform. If a Customer suggests a price then the Carrier acknowledges and agrees that:
- Carriers, based on proximity, will be notified through the Platform of the suggested price;
- the Carrier will have a period of thirty (30) seconds from when the suggested price is made available for viewing on the Platform in which to accept the suggested price or make a counter offer through the Platform;
- it is at the Carrier’s absolute discretion as to whether the Carrier accepts a suggested price;
- when the Customer uses the Platform function permitting the suggesting of a price, the Platform will provide a chat screen facility to allow Carriers to negotiate the Delivery Fee, time and date of the delivery with the Customer;
- if the Carrier and the Customer both agree on a price for the delivery, the Carrier will perform the Carrier Services as agreed to between the Carrier and the Customer.
4. Delivery Fee Process
4.1 The Carrier acknowledges that the Carrier is only entitled to receive the Delivery Fee in consideration of the completion of the Carrier Services in accordance with this Agreement.
4.2 If the Carrier assigns the Booking to an Assigned Carrier, the Carrier is solely responsible for any payment or other benefits due to the Assigned Carrier and Zoom2u will not be liable to any Assigned Carrier in any way.
4.3 Zoom2u does not participate in the interaction between Carriers and Customers, except to provide technology to facilitate the interaction, including the invoicing and receipting of the Delivery Fee from the Customers on behalf of Carriers.
4.4 Zoom2u will receive and then hold the Delivery Fee on behalf of and as agent for the Carrier until each relevant Processing Date.
4.5 On each Processing Date, Zoom2u will pay the Delivery Fee, less the Licence Fee and less any other amount which Zoom2u is entitled to deduct under this Agreement, by direct deposit to the Carrier’s nominated bank account. For the avoidance of doubt, if a Carrier has not completed any Bookings during any particular week, the Carrier will not be entitled to receive any Delivery Fees for that particular week.
4.6 The total Delivery Fee payable to a Carrier on each Processing Date is calculated by reference to total value of tax invoices issued on behalf of the Carrier through the Platform which have been paid by the relevant Customer or Customers, in respect of Bookings completed by the Carrier during the relevant week.
4.7 The Carrier acknowledges and agrees that the Platform will generate tax invoices on behalf of the Carrier which will include the Carrier’s name (including any trading name), ABN, and other details required by Australian law or are otherwise reasonably necessary to include, on the invoices issued to Customers. The Carrier must at all times ensure that it has uploaded onto the Platform up to date details required by law to be included on any tax invoice issued to Customers.
4.8 The Carrier acknowledges and agrees that Zoom2u may amend the process for the collection of Delivery Fees and payment of Delivery Fees under this clause 4 of this Agreement from time to time at its sole discretion without notice to the Carrier.
5. GST and Tax
5.1 To make a Booking Request on the Platform, a Carrier must register and set up a User Account. The email address registered by a Carrier to a User Account will be adopted as the Carrier’s username for the Platform. The username and password are unique to a Carrier and may not be transferred by a Carrier to any other individual, entity or user.
5.2 Delivery Fees are inclusive of any applicable GST. A Carrier is exclusively responsible for the remission of any GST payable to the ATO in respect of any Delivery Fee that is paid.
5.3 A Carrier is exclusively responsible for the payment of all taxes arising out of the provision of any Carrier Services or receipt of any Delivery Fees payable or paid under this Agreement.
5.4 A Carrier will be responsible for making any superannuation guarantee contributions to any employees of the Carrier or Assigned Carrier that may be required by law.
5.5 Each Carrier fully indemnifies Zoom2u for any and all liabilities for any tax or superannuation liability arising in respect of any payments Zoom2u receives on behalf of, or makes to, the Carrier.
5.6 Zoom2u may, in its discretion, charge Customers a booking fee, licence fee or any other fee for the use of the Platform, and Zoom2u will be entitled to any such fee absolutely.
6. Licence Fee
6.1 In consideration of the grant of the Licence to the Carrier, the Carrier must pay the Licence Fee to Zoom2u on each Processing Date.
6.2 Prior the Processing Date, Zoom2u will issue the Carrier with a tax invoice for the Licence Fee.
6.3 The Carrier agrees and irrevocably directs that on each Processing Date, Zoom2u is to withhold an amount equivalent to the Licence Fee payable to Zoom2u on that Processing Date from the Delivery Fee in payment of the Licence Fee.
7.1 The Carrier acknowledges that it will be responsible for the payment of all costs and expenses incurred in performing the Carrier Services including without limitation, vehicle acquisition and maintenance, petrol, vehicle insurance and registration, toll fees and any and all other expenses.
7.2 The Carrier further acknowledges that the Carrier is responsible for assessing whether it will make a profit in using the Platform and that Zoom2u makes no representation as to whether the Carrier will make a profit by using the Platform.
8. Ownership and Intellectual Property Rights
8.1 Zoom2u retains ownership of the App and the Platform, including all Intellectual Property Rights in the App and the Platform, during the Term of the Licence.
8.2 All existing goodwill in, or associated with the App and the Platform is owned by, and vested in, and all future goodwill arising out of the use by the Carrier of the App and the Platform will vest in, and remain the exclusive property of Zoom2u.
8.3 Zoom2u acknowledges that any delivery ratings given by Customers to each Carrier, the history and use of each Carrier’s user profile and any preferred customer list the Carrier is on for Customers is goodwill created by the Carrier and recorded on the Carrier’s unique user profile (Carrier Goodwill).
8.4 The Carrier retains ownership of its Carrier Goodwill and, subject to clause 8.5 of this Agreement, has the exclusive right to dispose of, transfer or sell its Carrier Goodwill associated with its user profile.
8.5 If the Carrier (Vendor Carrier) decides to dispose of, sell or transfer its Carrier Goodwill to another Carrier (Purchasing Carrier), the Vendor Carrier must:
notify Zoom2u in writing (including by email) that it wishes to transfer its Carrier Goodwill;
before the ownership of the Carrier Goodwill is transferred to the Purchasing Carrier, require the Purchasing Carrier to:
complete the onboarding process with Zoom2u; and
enter into a licence agreement with Zoom2u.
8.6 The Carrier acknowledges that the Carrier must not, at any time:
use any material or merchandise that contains the Zoom2u logo, brand, name or trademark;
use the Zoom2u name or brand as marketing or advertising for the Carrier’s business.
8.7 The Carrier acknowledges that if it has in its possession any material or merchandise that contains the Zoom2u logo, brand, name or trademarked, it will dispose of such item immediately.
9. Damaged Consignments and Incomplete Bookings
9.1 Goods the subject of a Booking Request are a “Consignment”. For the purposes of clause 9 of this Agreement, “Carrier” refers to the Carrier, an employee of the Carrier and/or the Assigned Carrier to whom the Carrier has assigned the relevant Booking.
9.2 The Carrier acknowledges and agrees that he, she or it will be liable for any loss or damage caused to any Consignment whilst in the possession, or under the control, of the Carrier.
9.3 In the event that Zoom2u is notified of any loss or damage in respect of any Consignment, Zoom2u must take reasonable steps, as directed by the Customer, to ascertain whether all or part of the loss or damage has been caused by the Carrier and the Carrier shall fully cooperate with Zoom2u in relation to any information required by Zoom2u.
9.4 The Carrier acknowledges and agrees that, without limiting any other term of this Agreement, if Zoom2u determines all or part of the loss or damage was caused by the Carrier (including, but not limited to, a negligent act or omission or breach of this Agreement or any Booking with a Customer), Zoom2u may in its absolute discretion, in order to preserve the goodwill of Zoom2u and the Platform, deduct from any Delivery Fee held by Zoom2u on behalf of the Carrier the amount which represents the cost of repairing and replacing that part of the Consignment as lost or damaged by the Carrier and any loss suffered by the Customer as a result of the loss or damage caused by the Carrier.
9.5 To the extent that the Delivery Fee held by Zoom2u on behalf of the Carrier at the relevant point in time are not sufficient to cover the amount being deducted at clause 9.4 of this Agreement, the Carrier acknowledges and agrees that the shortfall amount will be treated as a debt due and payable by the Carrier to the Customer and Zoom2u may issue an invoice to the Carrier on behalf of the Customer for the relevant amount which must be paid by the Carrier within 7 (seven) days of the date of the invoice.
9.6 In the event that the Carrier fails to pick-up a Consignment or does not attempt delivery of a Consignment at all, all or any part of the Delivery Fee held on behalf of the Carrier may be refunded to the Customer in accordance with clause 9.7 of this Agreement.
9.7 In the event that the Carrier does not complete a Booking by delivering the relevant Consignment to the correct destination or within the timeframe specified in the Booking Request, the Carrier will not be deemed to have successfully completed the Booking for the purposes of clause 4.1 of this Agreement and Zoom2u will act in accordance with the directions of the Customer in determining whether the Carrier is entitled to be paid all or part of the Delivery Fee for the relevant Booking. Any decision made in this regard is final and not subject to review or negotiation. Further information may be requested by Zoom2u from the Carrier in relation to the Booking before any determination is made in relation to the payment or refund of the relevant Delivery Fee. Zoom2u may also rely upon information obtained by Zoom2u from data recorded via the Platform in relation to any Booking. Any decision will be provided to the Carrier in writing through the Platform.
9.8 In the event that a Customer cancels a Booking (which has been processed as a Booking Request, and accepted by the Carrier), but the Consignment has not yet been picked-up by the Carrier, no Delivery Fee will be payable by the Customer in relation to the relevant Booking.
9.9 In the event that Zoom2u does not receive the full amount of the Delivery Fee from the Customer in respect of any Booking Request, Zoom2u can only direct to the Carrier, in respect of the relevant Booking, that part of the Delivery Fee which represents the same pro rata amount of the Delivery Fee actually received by Zoom2u from the Customer.
9.10 Notwithstanding clause 9.6 of this Agreement, if a Carrier has received a Delivery Fee in respect of a Booking Request but by reason of any act or omission of the Carrier, Zoom2u must pay an amount to the Customer on behalf of the Carrier, at the discretion of Zoom2u. Zoom2u may require the Carrier to reimburse Zoom2u for all or part of that same amount paid by Zoom2u to the Carrier.
10.1 The Carrier must obtain and maintain any necessary and adequate insurance(s) throughout the Term, (including commercial vehicle insurance, insurances relevant to workers’ compensation legislation and public liability insurance) on terms that are satisfactory to Zoom2u in Zoom2u’s absolute discretion, and otherwise comply with any other Australian legislation as applicable. The Carrier must ensure that Zoom2u is nominated as an interested party on all relevant insurance policies to which a Carrier purchases.
10.2 The Carrier will be obliged to produce to Zoom2u, at Zoom2u’s request, original documentation to confirm the validity of any and all necessary insurance policies required to be maintained by the Carrier pursuant to clause 10.1 of this Agreement.
10.3 The Carrier acknowledges it (including its Assigned Carriers, employees or agents) is not entitled to the benefit of any insurance policies (including for accidents, third party liability, workers’ compensation or other indemnity-based insurance) that Zoom2u may hold in relation to the Business.
10.4 If the Platform contains a provision that Zoom2u may arrange insurance as agent for the Carrier, then the Carrier may at any time opt out of any such insurance on condition that the Carrier complies with the obligations of the Carrier under this clause 10 of this Agreement.
10.5 The Platform may recommend an insurance provider to the Carrier.
10.6 The Carrier is under no obligation to use any recommended insurance provider. However, if the Carrier does use the recommended insurance provider, the Carrier must contact the insurance provider directly for the product disclosure statement and take out any insurance policies required to be maintained by the Carrier pursuant to clause 10.1 of this Agreement.
11.1 The Carrier acknowledges and agrees that it is expected to own, lease or otherwise have authorised access to a registered motor vehicle or bicycle to be used in the performance of Bookings and that Zoom2u will not under any circumstances provide or arrange any mode of transport for the Carrier. The type of vehicle or bicycle used by the Carrier is at the Carrier’s discretion.
11.2 The Carrier is responsible for any maintenance, up-keep and insurance of its vehicle(s) or bicycle(s) which it chooses to utilise and acknowledges that it will not be entitled to be reimbursed by Zoom2u for any expenses or costs relating to the vehicle(s) or bicycle, including in relation to any insurance which the Carrier may choose to obtain in respect of the vehicle or bicycle, or the costs associated with normal wear and tear.
12.1 The Carrier is permitted to assign the completion of a Booking to an Assigned Carrier engaged by the Carrier on the basis that the Carrier acknowledges and agrees that the Carrier is responsible for:
- ensuring that the Assigned Carrier is made aware of this Agreement and the terms contained herein and is bound by this Agreement to the same extent as the Carrier;
- ensuring that the Assigned Carrier complies with the terms of this Agreement; and
- payment to the Assigned Carrier in respect of the provision of the Carrier Services performed by the Assigned Carrier.
12.2 Further to clause 12.1 of this Agreement, in no circumstances will Zoom2u be liable to make payment of any Delivery Fee (or part thereof) to an Assigned Carrier, including on behalf of the Carrier.
12.3 The Carrier acknowledges and agrees the Carrier is liable for the acts or omissions of the Carrier’s employees as well as any Assigned Carriers (and any employees of the Assigned Carrier) in respect of the provision of Carrier Services. A breach of any of the terms of this Agreement by an Assigned Carrier will be deemed to be a breach by the Carrier, and Zoom2u shall be entitled to exercise its rights (as relevant) against the Carrier in relation to any such breach.
12.2 The Parties acknowledge and agree that the performance of Carrier Services by any employee of the Carrier is not considered to be an assignment for the purposes of this clause 12 of this Agreement.
13. Carrier Warranties
13.1 The Carrier hereby warrants, represents and undertakes that the Carrier, and where relevant, its Assigned Carriers, employees or agents:
- has legal capacity, full right, power and authority to enter into this Agreement;
- is not subject to any legal restrictions preventing the Carrier from performing the Carrier Services;
- has a current and valid drivers’ licence and is duly qualified to perform the Carrier Services;
- will, in performing the Carrier Services, and in particular, in handling the Consignment, act with due care and skill;
- will be courteous and polite to Customers and any other person with whom the Carrier comes into contact in providing the Carrier Services;
- will not be under the influence of drugs or alcohol in performing the Carrier Services;
- will use the Carrier’s best endeavours to attend the pick-up address and drop-off address in respect of the Consignment within the timeframe specified in the Booking Request;
- will complete all accepted Booking Requests in accordance with this Agreement;
- will not denigrate, comment unfairly about or defame Zoom2u, its directors or employees, any other Carriers, any Customers and/or the Business either during or after the Term, including on any form of social media, and whether or not by identifying any particular person;
- will not, in providing the Carrier Services, participate or act in a manner contrary to the interests of Zoom2u or its Customers or otherwise commit any act which may bring Zoom2u into disrepute or which directly or indirectly damages Zoom2u’s reputation;
- will act lawfully and comply with any applicable licences, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in performing the Carrier Services;
- will comply with Zoom2u’s modern slavery policy, a copy of which can be accessed here: Modern Slavery Policy
- will comply with the provisions of any road rules and laws in force in the applicable state or territory from time to time;
- has complied with all applicable legislation, awards and industrial instruments in engaging or employing all persons or companies who will perform the Carrier Services on behalf of the Carrier in accordance with this Agreement;
- has a valid ABN and has advised Zoom2u of that ABN; and
- is registered for GST purposes (if applicable).
14.1 The Carrier agrees, and must ensure that its Assigned Carriers, employees and agents agree, at all times during and for so long as is legally permissible after the Term to keep confidential the Confidential Information and will not (and will use best endeavours to ensure third parties do not) disclose, discuss, copy or transmit the same without the prior written approval of Zoom2u, except as required by law or to the extent necessary to perform any of his/her/its obligations under this Agreement or where the information is or becomes public knowledge (but not if it is because the Carrier has contravened a confidentiality obligation under clause 14 of this Agreement).
14.2 The obligations under this clause will survive termination or expiry of this Agreement.
15.1 In performing the Carrier Services, the Parties agree to comply with the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
16. Health and Safety and Chain of Responsibility
16.1 The Carrier acknowledges that it is solely responsible for its own safety and wellbeing in performing the Carrier Services and that Zoom2u has no ability to supervise, direct or otherwise regulate the performance of the Carrier Services by the Carrier.
16.2 Zoom2u does not carry out any training or arrange for the provision of any training to the Carrier (or its Assigned Carriers, employees or agents) in respect of the Carrier Services.
16.3 If the Carrier considers that performing the Carrier Services could cause serious risk to the Carrier’s health or safety, the Carrier must, and agrees to, cease performing the Carrier Services.
16.4 The Carrier must ensure that the vehicle it uses to perform the Carrier Services is in a safe and serviceable condition.
16.5 The Carrier will promptly notify Zoom2u of any health and safety incidents that occur in relation to the provision of the Carrier Services, and/or of any involvement by health and safety officials in connection with the Carrier Services.
16.6 The Carrier will at all times comply with its obligations under Zoom2u’s Chain of Responsibility Policy and Terms (as amended from time-to-time), which are incorporated into these Terms as if set out in full and are available at https://www.zoom2u.com.au/chain-of-responsibility/.
17. Modification, Suspension and Termination of the Platform
17.1 The Carrier acknowledges Zoom2u may, at any time, and in its absolute discretion, with or without notice to the Carrier and without refund:
- modify or discontinue the Platform; and/or
- immediately modify, suspend or terminate the Carrier’s access to, or use of the Platform.
17.2 The Carrier acknowledges and agrees Zoom2u will not be liable to the Carrier or any other party for any:
- suspension or termination of the Carrier’s access to the Platform;
- deletion of any information or materials contained on the Platform posted by the Carrier, or any information the Carrier provides to a Customer via the Platform; or
- modification or discontinuance of the Platform.
17.3 Continued use of the Platform following notice to the Carrier of any modification to the Platform will indicate the Carrier’s acknowledgment of and agreement to such modifications.
18.1 The Carrier has an obligation to maintain a standard of quality as reasonably expected by the community (community expectations) in using the Platform under the Licence.
18.2 The Carrier agrees that it must, during the Term, as a condition of this Agreement:
- maintain a driver rating of ninety (90) percent or more when using the Platform;
- maintain a completion rating of ninety (90) percent or more when using the Platform; and
- comply with delivery instructions given by the Customer in the Booking Request.
18.3 If any one or more of the Positive Obligations is breached Zoom2u may notify the relevant Carrier and require the breach to be remedied or an undertaking to be given that the breach will not occur again, at the discretion of Zoom2u. If the breach is not remedied or the undertaking not given (as the case may be) and any Positive Obligation is breached three (3) times during the Term then such breach will be a “Termination Event” pursuant to clause 19 of this Agreement.
19. Termination Events
19.1 For the purpose of this Agreement, each of the following is a Termination Event:
- the Carrier has breached the same positive obligation in clause 18 of this Agreement, three (3) times during the Term;
- the breach or threatened breach by either Party of any of its material obligations under this Agreement;
- the Carrier partaking in unlawful and/or fraudulent behaviour to a Customer, Zoom2u or any other third party;
- the Carrier creating an unsafe and/or antisocial environment for other Carriers or individuals or businesses associated with Zoom2u; or
- the Carrier becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration.
19.2 If a Termination Event occurs, this Agreement may be terminated by notice in writing by Zoom2u to the Carrier, with effect immediately.
19.3 Upon termination of this Agreement:
- the Carrier must immediately:
- stop performing the Carrier Services and inform Zoom2u of any Bookings not yet performed so that Zoom2u can make alternative arrangements for the performance of such Bookings;
- cease to accept any new Booking Requests;
- return to Zoom2u all property, including Confidential Information, in its possession that belongs to Zoom2u; and
- pay or repay any sums lawfully owing to Zoom2u as provided for pursuant to this Agreement
- The Carrier acknowledges and agrees that if the Carrier does not pay or repay any sums lawfully owing to the Customer or to Zoom2u, Zoom2u will be entitled to deduct those sums from any amount payable to the Carrier in accordance with clause 19.3 of this Agreement; and
- Zoom2u must:
- pay to the Carrier any Delivery Fees which have been received by Zoom2u on behalf of the Carrier and have not yet been paid to the Carrier in respect of Bookings completed prior to the date of termination (less any deductions which Zoom2u is entitled to make pursuant to this Agreement or as otherwise agreed in writing between the parties, if relevant); and
- immediately return to the Carrier all property, including Confidential Information in its possession that belongs to the Carrier.
19.4 Termination of this Agreement will not prejudice or impair any rights, remedies or continuous obligations that have already accrued to any Party under or in respect of any breach of this Agreement.
20. No Competition Restrictions
20.1 The Carrier may engage in work during the Term provided that it does not conflict with the Carrier’s obligations under this Agreement. The Carrier will not be in breach of this clause by
- entering into another licence agreement to use a similar platform; or
- providing carrier or delivery services to the public; or
- operating its own carrier and delivery business.
20.2 If the Carrier becomes aware of any conflict of interest between this Agreement and any other work it has been offered or proposes to undertake, it must inform Zoom2u immediately in writing and take all steps as reasonably agreed with Zoom2u to resolve the conflict.
20.3 The Carrier must not:
- contact or engage with any Customer for employment or contracting for any business outside of the Platform; or
- contact Customers whose details are obtained from the Platform for any purpose other than for the purposes of carrying out the Carrier Services in accordance with this Agreement.
21. Relationship of the Parties
21.1 No independent contractor, partnership, quasi-partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended by either party to be created, between Zoom2u and the Carrier, by the Carrier using the Platform or by entering into this Agreement.
21.2 By using the Platform the Carrier warrants that it has made itself aware of the requirements under applicable workplace and occupational health and safety laws which may apply to the engagement between a Customer and Carrier and between a Carrier and its Assigned Carriers, employees or agents.
21.3 Except as expressly authorised in writing, no Party will have (and must not represent that it has) any power, right or authority to bind the other Party, or to assume or create any obligation or responsibility, express or implied, on behalf of the other or in the other’s name.
22. Liability and Indemnity
22.1 The Carrier acknowledges and agrees that it is responsible for any losses, costs, expenses and damages to Zoom2u or any third party in respect of, arising out of or in connection with the Carrier Services that the Carrier provides, or negligence or any breach of this Agreement by the Carrier (or any of its Assigned Carriers, employees or agents).
22.2 The Carrier hereby indemnifies and undertakes to keep Zoom2u indemnified from and against all and any Losses.
22.3 Without limiting clause 22.2 of this Agreement, the Carrier acknowledges that the indemnification in clause 22.2 of this Agreement applies to Losses arising from:
- the negligence of any Party or third party in connection with actions of the Carrier;
- the manner in which the Carrier Services are performed by the Carrier (or any of its Assigned Carriers, employees or agents), including but not limited to any act or omission by the Carrier in connection with the performance of the Carrier Services;
- the decision of any court, tribunal or other authority in respect of the classification of the Carrier (or any of its Assigned Carriers, employees or agents) as either an employee or contractor under common law or statute;
- deemed employees of the Carrier including in relation to employee entitlements; and
- any taxes, fees, charges and any other imposts incurred in connection with the actions of the Carrier.
22.4 The indemnity in clause 22.2 of this Agreement is a continuing obligation which is separate and independent from any other obligations of the parties under this Agreement and it survives termination or expiry of this Agreement.
22.5 The Carrier acknowledges and agrees that it is not necessary for Zoom2u to incur any expense or cost or make any payment before enforcing the indemnity in clause 22.2 of this Agreement and the Carrier must pay any money due to Zoom2u under that indemnity on demand by Zoom2u.
22.6 Zoom2u does not warrant that the Platform will be uninterrupted or error-free and the Carrier agrees that Zoom2u will not be liable to the Carrier for any loss or damage, including loss of profit arising from any malfunction or bugs in respect of the Platform.
22.7 To the maximum extent permitted by law, Zoom2u will not accept liability to the Carrier in respect of any loss or damage (including indirect, special, or consequential loss or damage) which may be suffered or incurred by the Carrier or which may arise directly or indirectly in respect of the Carrier using the Platform.
22.8 To the maximum extent permitted by law, any condition or warranty by Zoom2u which would otherwise be implied into this Agreement is hereby excluded.
22.9 The obligations under this clause will survive termination or expiry of this Agreement.
22.10 For the avoidance of doubt, nothing in this Agreement limits or affects any agreement between the Carrier and the Customer as to liability for loss and damage to the Consignment.
23. Dispute Resolution
23.1 In the event of a Dispute arising in connection with this Agreement, the Parties agree to the following dispute resolution procedure:
- the Complainant must provide a Dispute Notice to the Respondent.
- upon receipt of a Dispute Notice by the Respondent, the Parties will arrange to meet in good faith to seek to resolve the Dispute amicably by agreement between them; and
- if the Parties cannot agree on how to resolve the Dispute then the either Party can elect by notice in writing to the other Party to refer the Dispute to the Review Committee; and
- if the parties will not meet, or cannot agree on how to resolve the Dispute within 2 (two) weeks of the Dispute Notice having been received by the Respondent, either party may refer the matter to a mediator. If the parties cannot agree on who the mediator should be within 4 (four) weeks of the Dispute Notice, the Complainant will ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation recommended by the mediator, in good faith, to seek to resolve the Dispute through mediation.
23.2 Each Party will bear their own legal costs in any Dispute in respect of a mediation.
23.3 The cost of a mediator appointed pursuant to this clause 23 of this Agreement will be shared equally between each Party.
23.4 Any attempts made by the Parties to resolve a Dispute pursuant to this clause will be without prejudice to any other rights or entitlements of the parties under this Agreement, by law or in equity. For the avoidance of doubt, nothing in this clause prejudices the right of either party to seek urgent injunctive, interlocutory or declaratory relief from a court in connection with the Dispute without first having to attempt to resolve the Dispute in accordance with this clause 23 of this Agreement.
24.1 A notice or communication must be in writing in English and may be delivered by any electronic means, including emails to the email address the Carrier has registered on the Platform from time to time.
25.1 Assignment: This Agreement is personal to the Parties. 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 not to be unreasonably withheld). Any purported dealing in breach of this clause is of no effect. Zoom2u will be entitled to require any assignee of the Carrier to execute an assignment document under which the assignee acknowledges and agrees to be bound by this Agreement, as varied or amended from time to time, as if it were in place of the Carrier.
25.2 Waiver or variation of rights: Any failure or delay by a Party in exercising a power or right (either wholly or partially) in relation to this Agreement does not operate as a waiver or prevent that Party from exercising that power or right or any other power or right. A Party is not liable to any other Party for any loss, cost or expense that may have been caused or contributed to by the failure, delay, waiver or exercise of a power or right.
25.3 Powers, rights and remedies: Except as expressly stated to the contrary in this Agreement, the powers, rights and/or remedies of a Party under this Agreement are cumulative and are in addition to any other powers, rights and remedies of that Party. Nothing in this Agreement merges, extinguishes, postpones, lessens or otherwise prejudicially affects any power, right, or remedy that a Party may have at any time against the other Party to this Agreement or any other person.
25.4 Consents and approvals: Where this Agreement provides that a Party may conditionally or unconditionally give or withhold any consent or approval in relation to any matter in this Agreement, that Party may in its absolute discretion, and without being obliged to give reasons for doing so, withhold any consent or approval or give consent or approval conditionally or unconditionally.
25.5 Further assurance: Each Party must from time to time and in a timely manner do all things reasonably required of it by the other Party to give effect to this Agreement.
25.6 Entire agreement and understanding: In respect of the subject matter of this Agreement: this Agreement contains the entire understanding between the Parties; all previous oral and written communications, representations, warranties or commitments are superseded by this Agreement and do not affect the interpretation or meaning of this Agreement; and each of the Parties has relied entirely on its own enquiries before entering into this Agreement.
25.7 Governing law and jurisdiction: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of New South Wales.
In this Agreement:
ABN means an Australian Business Number.
Agreement means this licence agreement.
App means the apple or android app titled ‘Zoom2u’ owned by Zoom2u.
Applicable Carrier means a specific carrier as requested in a Specific Booking Request.
Assigned Carrier means an individual or company to whom a Booking is assigned to by a Carrier.
ATO means the Australian Taxation Office.
Boarding Process means the online registration process on the Platform available at https://www.zoom2u.com.au/
Booking means a booking placed by a Customer through the Platform for the provision of the Carrier Services which has been processed by Zoom2u and communicated to the Carrier via the Platform and accepted by the Carrier in accordance with clause 3 of this Agreement.
Booking Request means a delivery booking request made by a Customer for a Carrier to provide the Carrier Services on the Platform.
Business means the App and Website-based business under the trading name Zoom2u.
Business Day means a day which is not a Saturday, Sunday or bank or public holiday in the relevant state or territory in which the Carrier is resident.
Carrier means the individual (including a person trading under a business name), partnership or entity named in the Boarding Process application to be approved by Zoom2u to use the Platform under this Agreement, and includes any employee of such Party (who will also be deemed to be bound by these terms). The plural term Carriers refers to all carriers who have been granted a licence to use, and have access to the Platform, from time to time, on terms identical or substantially similar to this Agreement.
Carrier Services means the provision of services whereby a Carrier will pick-up a Consignment from one location and deliver to another location for a Customer in accordance with this Agreement.
Complainant means the Party who raises a Dispute pursuant to clause 23 of this Agreement.
Confidential Information means the terms of this Agreement and any information about Zoom2u, its operations, products, Business, Carrier Services and Customers and any information, the disclosure of which could be detrimental to the interests of Zoom2u, as acquired by the Carrier (or any of its Subcontracted Carriers, employees or agents) whilst, or as a result of, performing the Carrier Services which is not in the public domain, other than as a result of breach of confidence, and the confidential information of the Carrier which relates to the subject matter of this Agreement.
Consignment means the item or items which is/are carried by the Carrier in performing a Booking.
Customers means individuals or businesses that places a Booking Request for Carrier Services on the Platform.
Delivery Fee means the amount inclusive of GST displayed on the Platform as being payable by the Customer on completion of a Booking Request.
Dispute means a dispute, controversy or claim arising out of or in connection with this Agreement.
Dispute Notice means a written notice given to the Respondent that explains the nature of the Dispute, what outcome the Complainant wishes to achieve and what action the Complainant believes will settle the Dispute.
GST means Goods and Services Tax pursuant to A New Tax System (Goods & Services Tax) Act 1999 (Cth) and the related imposition Act of the Commonwealth.
Intellectual Property Rights means all present and future rights conferred by statute, common law or equity in or in relation to any copyright, trademarks, designs, patents, circuit layouts, business and domain names, inventions, confidential information, trade secrets and other results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields.
Licence means the licence of the Platform granted to the Carrier pursuant to this Agreement.
Licence Fee means, in respect of each Processing Date, an amount inclusive of GST equal to an agreed percentage of the Delivery Fee, being the fee charged and invoiced by Zoom2u to the Carrier in consideration of the Licence.
Losses mean any and all actions, claims, proceedings, judgments, demands, liabilities, losses, costs (including reasonable legal costs), expenses, penalties, fines and damages which may be brought or awarded against Zoom2u or suffered, incurred or paid by Zoom2u (howsoever arising) in respect of, arising out of or in connection with the Carrier Services provided by that Carrier (or any of its Assigned Carriers, employees or agents), a violation of any law by the Carrier, or a breach of the terms, conditions, covenants, warranties and representations (express or implied) contained in this Agreement on the part of the Carrier (or any of its Assigned Carriers, employees or agents).
Parties means the parties to this Agreement and Party means any one of them.
Platform means the technology platform offered via the App or the Website.
Processing Date means the last Business Day of each calendar week for any Bookings completed by the Carrier up until 12.00am on that Business Day.
Respondent means the Party required to respond to the Complainant.
Review Committee means a committee nominated by Zoom2u that consists of independent Zoom2u Carriers and customer service staff of Zoom2u.
Specified Booking Request means a Booking Request made by a Customer that is offered to an Applicable Carrier
Taxes means income tax, payroll tax, stamp duty, GST, superannuation and all other applicable taxes or duties.
Term means the period that commences as set out in clause 2.2 of this Agreement and ends when the Licence is terminated in accordance with this Agreement.
Termination Event has the meaning given to that term in clause 19.1 of this Agreement.
Transportation Services means the on-demand transportation of Consignments by Carrier for Customer (including, if applicable, the loading and unloading of the Consignments under the instruction of Customer or receiver). For the avoidance of any doubt, these terms do not constitute an agreement for and Zoom2u does not offer to or provide any Transportation Services; and Zoom2u means Zoom2u Pty Ltd trading as Zoom2u and, for the purposes of any indemnities benefiting Zoom2u under this Agreement, includes the Directors, officers, employees, agents, subcontractors and representatives and any ‘related entity’ or related body corporate’ (both within the meaning of the Corporations Act 2001 (Cth)) of Zoom2u, but not including the Carrier.
Website means the website at the domain name https://www.zoom2u.com.au/ (or such other domain name as Zoom2u may use in relation to the Business from time to time).
- words in the singular include the plural and vice versa;
- headings are for convenience and do not affect the interpretation of this Agreement;
- a reference to a clause, paragraph, schedule or annexure is a reference to a clause, paragraph, schedule or annexure, as the case may be, of this Agreement;
- if any act which must be done under this Agreement is to be done on a day that is not a Business Day then the act must be done on or by the next Business Day;
- “includes” and similar words mean includes without limitation; and
- a reference to time is to local time in New South Wales.
Last updated 5th February 2021