Courier Agreement with Zoom2u Pty Ltd

Last Updated (Monday 25th November 2019)
(1) INTRODUCTION

• Zoom2u is a directory service that operates an App and Website-based business under the trading name Zoom2u (“Business”), which enables Customers to make a booking request for a courier (“Booking Request”) via the Zoom2u App or the Website (together the “Platform”).
• Zoom2u does not employ or contract Couriers. It provides a platform through which Customers may engage Couriers directly.
• By using the Platform Couriers agree that they will observe and comply with all regulations relating to their engagement by Customers, including any applicable workplace laws. For more information, see https://www.fairwork.gov.au/about-us/legislation andhttps://www.safeworkaustralia.gov.au/sites/SWA.
• Upon receiving a Booking Request from a Customer, Zoom2u agrees to upload that Booking Request to the Platform (subject to the terms and conditions of this Agreement and Zoom2u customer terms and conditions, available at https://www.zoom2u.com.au/customer-terms/.
• As a condition to Zoom2u making Booking Requests available to Couriers, Couriers are required to:
  •  have authorised access to a vehicle (in accordance with clause 8 of this Agreement) in order to provide Courier Services;
  • register to become couriers via the Boarding Process; and
  • accept and comply with the terms and conditions set out in this Agreement.

• Subject to clause 2.4, Zoom2u agrees to provide Couriers with the opportunity to accept Booking Requests from time to time.
• The Courier may:
  • perform a Booking him or herself;
  • have his, her or its employees perform a Booking; or
  • engage another individual or company to act as a Subcontracted Courier to perform a Booking, provided that the performance of the Booking is in accordance with this Agreement.

(2) ENGAGEMENT AND TERM 

• By completing the Boarding Process, the Courier accepts the terms and conditions of this Agreement.
• This Agreement commences on the date that the Courier completes the Boarding Process and Zoom2u notifies the Courier that it has accepted the Courier’s Boarding Process application.
• This Agreement continues in force unless and until terminated in accordance with this Agreement.
• Zoom2u is entitled to terminate this Agreement at any time if:
  • Zoom2u does not receive a satisfactory police record check in relation to the Courier, an employee of the Courier or any Subcontracted Courier, such checks may be carried out from time to time during the Term at Zoom2u’s discretion; or
  • the Courier does not provide to Zoom2u, upon request, evidence of the insurance which the Courier is required to maintain in accordance with clause 7 below.

• Zoom2u acknowledges that the Courier may not be available from time to time during the Term to accept Booking Requests and that it is at the absolute discretion of the Courier whether he, she or it accepts a Booking Request.

(3) BOOKINGS

• The Courier acknowledges that:
  • Zoom2u may at its discretion, from time to time, make Booking Requests available to the Courier via the Platform;
  • the Courier may only accept a Booking Request by using the Platform;
  • it is at the Courier’s absolute discretion as to whether the Courier accepts a Booking Request;
  • each Booking Request uploaded onto the Platform will be able to be viewed by all Couriers and will be open for acceptance by any Courier 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 Courier as a result of a Courier accepting a Customer’s Booking Request/s;
  • Zoom2u does not guarantee any quantity of Booking Requests being made available for acceptance by a Courier, or that the Courier will receive any particular amount of revenue as a result of entering into this Agreement; and
  • Zoom2u shall be entitled, at its discretion, to stop making Booking Requests available to the Courier without notice, and that Zoom2u is not required to provide a reason for not making Booking Requests available to that Courier.

• The Courier acknowledges and agrees that it is his, her or its responsibility to login to the Platform to view available Booking
• Zoom2u may allow Customers to request that a Booking Request is first offered to a particular Courier, subject to availability. In the event that a Customer makes such a request (“Specified Booking Request”) the following shall apply:
  • Zoom2u may make the Specified Booking Request available for acceptance by the applicable Courier via the Platform;
  • the Courier will have a period of 1 (one) 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 Courier accepts a Specified Booking Request, the Courier guarantees to perform the Courier Services as required by the Specified Booking Request; and
  • if the Courier does not accept the Specified Booking Request within the specified period, the Specified Booking Request shall immediately convert into an ordinary Booking Request and be advertised on the Platform to all other available Couriers.

(4) FEES AND TAXES

• The Courier acknowledges that the only payment which the Courier is entitled to receive in consideration for the provision of the Courier Services will be the applicable fee described as being payable to the Courier in the relevant Booking Request (“Fee”). The Fee is only payable if the Booking is successfully completed by the Courier in accordance with this Agreement.
• If the Courier subcontracts with a Subcontracted Courier in relation to a Booking, the Courier is solely responsible for any payment or other benefits due to the Subcontracted Courier and Zoom2u shall not be liable to any Subcontracted Courier in any way.
• Zoom2u does not participate in the interaction between Couriers and Customers, except to provide technology to facilitate the interaction, including in relation to the processing of payments on behalf of Customers to Couriers.
• For operational and administrative reasons, Zoom2u will make payment of any Fees due to the Courier (if any) on the last Business Day of each calendar week for any Bookings completed by the Courier up until midnight on the Business Day immediately prior to such last Business Day, by direct deposit into the Courier’s nominated bank account. For the avoidance of doubt, if the Courier has not completed any Bookings during any particular week, the Courier will not receive any Fees for that particular week.
• Zoom2u will calculate the Fees due to the Courier (if any) for a particular week by reference to the invoices issued by Zoom2u to Customers in respect of Bookings completed by the Courier during the relevant week. The Courier acknowledges and agrees that Zoom2u shall include the Courier’s name (including any trading name), ABN, and other details that are reasonably necessary to include, on the invoices issued to Customers.
• The Courier acknowledges and agrees Zoom2u’s pricing structure or payment methods may be amended from time to time at its sole discretion.
• The Courier acknowledges and agrees:
  • the Fees shall be inclusive of any applicable Goods and Services Tax (“GST”) and that the Courier is responsible for the remission of any GST payable to the Australian Taxation Office (“ATO”);
  • the Courier will be responsible for the payment of all taxes arising out of the provision of the Courier Services or assessed on any Fees payable or paid under this Agreement;
  • the Courier will be responsible for making any superannuation guarantee contributions to any employee or Subcontracted Courier that is required by law; and
  • the Courier hereby fully indemnifies Zoom2u for any liability for any tax or superannuation liability arising in respect of any payments it makes to the Courier.

• The Courier acknowledges that it will be responsible for the payment of all costs and expenses incurred in performing the Courier Services including without limitation petrol, vehicle insurance and registration, toll fees and any and all other expenses.
• The Courier further acknowledges that the Courier is responsible for assessing whether it will make a profit in performing the Courier Services and that Zoom2u makes no representation as to whether the Courier will make a profit by providing the Courier Services.

(5) ADDITIONAL CONSIDERATION FOR MARKETING

• From time to time, Zoom2u may wish to use Couriers to promote its brand (“Brand”) and may request Couriers to assist in the promotion of the Brand.
• Under no circumstances is being offered a Booking Request, or being able to accept a Booking Request, contingent upon the Courier promoting the Brand.
• Under no circumstances will any preference be given to Couriers who agree to promote the Brand, from time to time.
• However, for additional consideration, as specified from time to time by Zoom2u, Zoom2u may make available Brand materials and encourage Couriers to use those materials in connection with performing Courier Services.

(6) DAMAGED CONSIGNMENTS AND INCOMPLETE BOOKINGS

• Goods the subject of a Booking Request are a “Consignment”. For the purposes of this clause 6, “Courier” refers to the Courier, an employee of the Courier and/or the Subcontracted Courier to whom the Courier has subcontracted the relevant Booking.
• The Courier acknowledges that he, she or it shall be liable for any loss or damage caused to any Consignment whilst in the possession, or under the control, of the Courier.
• In the event that Zoom2u is notified of any loss or damage in respect of any Consignment, Zoom2u shall take reasonable steps, as directed by the Customer, to ascertain whether all or part of the loss or damage has been caused by the Courier and the Courier shall fully cooperate with Zoom2u in relation to any information required by Zoom2u.
• If Zoom2u determines all or part of the loss or damage was caused by the Courier, as directed by the Customer and on its behalf, Zoom2u shall deduct from any Fees payable to the Courier the amount which represents the cost of repairing and replacing that part of the Consignment as lost or damaged by the Courier up to a maximum of $300 (or to such alternative amount as notified by Zoom2u from time to time). To the extent that the Fees payable to the Courier at the relevant point in time are not sufficient to cover such repair or replacement cost, the Courier acknowledges and agrees that the shortfall amount shall be treated as a debt due and payable by the Courier to the Customer and Zoom2u shall issue an invoice to the Courier on behalf of the Customer for the relevant amount which must be paid by the Courier within 7 (seven) days of the date of the invoice.
• In the event that the Courier fails to pick-up a Consignment or does not attempt delivery of a Consignment at all, the Courier shall not be entitled to any part of the Fee.

• In the event that the Courier does not complete a Booking by delivering the relevant Consignment to the correct destination or within the timeframe specified in the Booking Request, the Courier will not be deemed to have successfully completed the Booking for the purposes of clause 4.1 above and Zoom2u shall act in accordance with the directions of the Customer in determining whether the Courier is entitled to be paid all or part of the Fee for the relevant Booking. Any decision made in this regard is final and not subject to review or Further information may be requested from the Courier in relation to the Booking (which may be based on information obtained by Zoom2u from data recorded via the Platform in relation to any Booking) before any determination is made in relation to the payment of the Fee. Any decision shall be provided to the Courier in writing through the Platform.
• In the event that a Customer cancels a Booking (which has been processed as a Booking Request, and accepted by the Courier), but the Consignment has not yet been picked-up by the Courier, no Fee shall be payable in relation to the relevant Booking.
• In the event that Zoom2u does not receive from the Customer the full amount of the relevant fee charged to the Customer in respect of any Requested Booking (at no fault of Zoom2u), Zoom2u shall be entitled, at its discretion to pay to the Courier, in respect of the relevant Booking, only that part of the Fee which represents the same pro rata amount of the fee actually received by Zoom2u from the Customer.
• Notwithstanding clause 6.6 above, in the event that the Customer is entitled to a refund of all or part of the fee payable to Zoom2u in respect of a Booking Request, by reason of any act or omission of the Courier, Zoom2u shall be entitled, at its discretion and acting reasonably, to require the Courier to reimburse Zoom2u for all or part of the Fee paid to the Courier.

(7) INSURANCE

• The Courier is required to obtain and maintain any necessary and adequate insurance(s) throughout the Term, (including in relation to commercial vehicle insurance, workers’ compensation legislation (as relevant) and public liability insurance), and otherwise comply with any other legislation as applicable. The Courier must ensure that Zoom2u is nominated as an interested party on all relevant insurance policies.
• The Courier will be obliged to produce to Zoom2u, at Zoom2u’s request, original documentation to confirm the validity of any and all necessary insurance policies maintained by the Courier pursuant to clause 7.1.
• The Courier acknowledges it (including its Subcontracted Couriers, 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.

(8) VEHICLE

• The Courier acknowledges 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 the Bookings and that Zoom2u will not under any circumstances provide or arrange any mode of transport for the Courier. The type of vehicle or bicycle used by the Courier is at the Courier’s discretion.
• The Courier is responsible for any maintenance, up-keep and insurance of its vehicle(s) or bicycle(s) which it chooses to carry out and acknowledges that it shall not be reimbursed by Zoom2u for any expenses or costs relating to the vehicle(s) or bicycle, including in relation to any insurance which the Courier may choose to obtain in respect of the vehicle or bicycle, or the costs associated with normal wear and tear.

(9) SUBCONTRACTING

• The Courier is permitted to subcontract the performance of a Booking to a Subcontracted Courier engaged by the Courier on the basis that the Courier acknowledges and agrees that the Courier is responsible for:
  • ensuring that the Subcontracted Courier is made aware of this Agreement and the terms contained herein and is bound by this Agreement to the same extent as the Courier;
  • ensuring that the Subcontracted Courier complies with the terms of this Agreement; and
  • payment to the Subcontracted Courier in respect of the provision of the Courier Services performed by the Subcontracted Courier.
• Further to clause 9.1, in no circumstances will Zoom2u be liable to make payment of any Fee (or part thereof) to a Subcontracted Courier, including on behalf of the Courier.
• The Courier acknowledges the Courier shall be liable for the acts or omissions of the Courier’s employees as well as any Subcontracted Couriers (and any employees of the Subcontracted Courier) in respect of the provision of the Courier Services. A breach of any of the terms of this Agreement by a Subcontracted Courier shall be deemed to be a breach by the Courier, and Zoom2u shall be entitled to exercise its rights (as relevant) against the Courier in relation to any such breach.
• It is noted that the performance of Courier Services by any employee of the Courier is not considered to be subcontracting for the purposes of this clause 9.

(10) COURIER WARRANTIES 

• The Courier hereby warrants, represents and undertakes that the Courier, and where relevant, its Subcontracted Couriers, 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 Courier from performing the Courier Services;
  • has a current and valid drivers’ licence and is duly qualified to perform the Courier Services;
  • will, in performing the Courier 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 Courier comes into contact in providing the Courier Services;
  • will not be under the influence of drugs or alcohol in performing the Courier Services;
  • will use the Courier’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 Couriers, 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 Courier 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 licenses, laws, regulations, industry codes of conduct, health and safety requirements and Australian standards in performing the Courier Services;
  • will comply with the provisions of the Road Rules 2014 (NSW) including Part 15 in relation to bicycle riders (if applicable) as amended 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 Courier Services on behalf of the Courier in accordance with this Agreement;
  • has a valid ABN and has advised Zoom2u of that ABN; and
  • is registered for GST purposes (if applicable).

(11) CONFIDENTIALITY

• The Courier agrees, and shall ensure that its Subcontracted Couriers, 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 Courier has contravened a confidentiality obligation under this clause 11).
• The obligations under this clause will survive termination of this Agreement.

(12) PRIVACY

• In performing the Courier 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.
• Any personal or sensitive information (such as police records checks) held by Zoom2u in relation to the Courier shall be maintained in accordance with Zoom2u’s Privacy Policy which is available at https://www.zoom2u.com.au/privacy/.

(13) HEALTH AND SAFETY

• The Courier acknowledges that it is solely responsible for its own safety and wellbeing in performing the Courier Services and that Zoom2u has no ability to supervise the performance of the Courier Services by the Courier.
• Zoom2u is not under any obligation to carry out any training or arrange for the provision of any training to the Courier (or its Subcontracted Couriers, employees or agents) in respect of the Courier Services.
• If the Courier considers that performing the Courier Services could cause serious risk to the Courier’s health or safety, the Courier should, and agrees to, cease performing the Courier Services.
• The Courier must ensure that the vehicle it uses to perform the Courier Services is in a safe and serviceable condition.
• The Courier will promptly notify Zoom2u of any health and safety incidents that occur in relation to the provision of the Courier Services, and/or of any involvement by health and safety officials in connection with the Courier Services.

(14) MODIFICATION, SUSPENSION AND TERMINATION OF THE PLATFORM

• The Courier acknowledges Zoom2u may, at any time, and in its absolute discretion, with or without notice to the Courier and without refund:
  • modify or discontinue the Platform; and/or
  • immediately modify, suspend or terminate that Courier’s access or use of the Platform.
• The Courier acknowledges and agrees Zoom2u will not be liable to the Courier or any other party for any:
  • suspension or termination of the Courier’s access to the Platform;
  • deletion of any information or materials contained on the Platform posted by the Courier, or any information the Courier provides to a Customer via the Platform; or
  • modification or discontinuance of the Platform.
• Continued use of the Platform following notice to the Courier of any modification to the Platform will indicate the Courier’s acknowledgment of such modifications and satisfaction with the Platform as so modified.

(15) TERM AND TERMINATION

• Either Party may terminate this Agreement for any reason (including if the Courier does not complete a Booking in accordance with this Agreement) by giving the other Party one (1) weeks’ notice in writing.
• Upon termination of this Agreement:
  • the Courier must immediately:
    • stop performing the Courier 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 Courier acknowledges and agrees that if the Courier 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 Courier in accordance with this clause 15.2; and
  • Zoom2u must:
    • pay to the Courier any Fees which have accrued to the Courier and have not yet been paid to the Courier in respect of Bookings completed prior to the date of termination (together with any other reimbursements as may have been expressly agreed in writing between the Parties, if relevant); and
    • immediately return to the Courier all property, including Confidential Information in its possession that belongs to the Courier.
  • 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.

(16) NON-COMPETE

• The Courier may engage in other work during the Term provided that it does not conflict with the Courier’s obligations under this Agreement. The Courier will not be in breach of this clause by providing courier or delivery services to the public, or by operating its own courier and delivery business, under a registered company name, trading name or partnership which is made known to Zoom2u on or about the commencement date.
• If the Courier 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.
• The Courier 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 in accordance with this Agreement.

(17) RELATIONSHIP OF THE PARTIES

• No independent contractor, partnership, quasi-partnership, joint venture, employer-employee or franchiser-franchisee relationship is intended to be created, between Zoom2u and a Courier, by a Courier using the Platform or by this Agreement.
• Zoom2u does not involve itself in regulating or managing these issues and by using the Platform the Courier 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 Courier and between a Courier and its Subcontracted Couriers, employees or agents.
• Zoom2u recommends the Courier have recourse to the website of the Fair Work Ombudsman, https://www.fairwork.gov.au/, if the Courier has any queries as to the relationship between the Parties or between the Courier and a Customer.
• 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.

(18) LIABILITY AND INDEMNITY

• The Courier 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 Courier Services that the Courier provides, or negligence or any breach of this Agreement by the Courier (or any of its Subcontracted Couriers, employees or agents).
• The Courier hereby indemnifies and undertakes to keep Zoom2u indemnified from and against 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) (“Losses”) in respect of, arising out of or in connection with the Courier Services provided by that Courier (or any of its Subcontracted Couriers, employees or agents) or a breach of the terms, conditions, covenants, warranties and representations (express or implied) contained in this Agreement on the part of the Courier (or any of its Subcontracted Couriers, employees or agents).
• Without limiting clause 18.2, the Courier acknowledges that the indemnification in clause 18.2 applies to Losses arising from:
  • the manner in which the Courier Services are performed by the Courier (or any of its Subcontracted Couriers, employees or agents), including but not limited to any act or omission by the Courier in connection with the performance of the Courier Services;
  • the decision of any court, tribunal or other authority in respect of the classification of the Courier (or any of its Subcontracted Couriers, employees or agents) as either an employee or contractor under common law or statute;
  • deemed employees of the Courier including in relation to employee entitlements; and
  • any taxes, fees, charges and any other imposts.
• The indemnity in clause 18.2 is a continuing obligation which is separate and independent from any other obligations of the parties under this Agreement and it survives termination, completion or expiration of this Agreement.
• The Courier 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 18.2 above and the Courier will pay any money due to Zoom2u under that indemnity on the request of Zoom2u.
• Zoom2u does not warrant that the Platform will be uninterrupted or error-free and the Courier agrees that Zoom2u shall not be liable to the Courier for any loss or damage, including loss of profit arising from any malfunction or bugs in respect of the Platform.
• The obligations under this clause will survive termination of this Agreement.

(19) DISPUTE RESOLUTION

• In the event of a dispute, controversy or claim (“Dispute”), arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, the parties agree to the following dispute resolution procedure:
  • the complainant who raises a Dispute must tell the respondent in writing, the nature of the Dispute, what outcome the complainant wants and what action the complainant believes will settle the Dispute (“Dispute Notice”);
  • 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 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, 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 or other alternative dispute resolution processes.
• Any attempts made by the Parties to resolve a Dispute pursuant to this clause shall 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 19.

(20) NOTICES

• A notice or other communication must be in writing in English and may be:
  • delivered personally;
  • given by an agent of the sender;
  • left at a Party’s delivery address for notices as set out below (or to such other address as either Party may designate to the other by written notice),
  • Zoom2u Level 4, Suite 4.11, 55 Miller St, Pyrmont, NSW, Australia
  • sent via the Platform (to the extent enabled by the Platform); or
  • sent by prepaid mail to a Party’s postal address for notices as set out in this Agreement (or to such other address as either Party may designate to the other by written notice); and/or

• A notice or communication is taken as having been given:
  • when left at a Party’s delivery address for notices (as per clause 19.4(c)); or
  • if mailed within Australia to a Party’s delivery address, on the third Business Day after posting; or
  • if mailed outside of Australia to a Party’s delivery address or within Australia to a Party’s delivery address outside of Australia, on the tenth Business Day after posting; or
  • if delivered via the Platform, on the next Business Day after sending of the notice or communication.

(21) GENERAL

• 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 shall be entitled to require any assignee of the Courier 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 Courier.
• 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.
• 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.
• 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.
• 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.
• Counterparts: This Agreement may be executed in any number of counterparts and, if so, the counterparts taken together will constitute one and the same Agreement.  The date of this Agreement will be the date that it is executed by the last Party.
• 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.
• 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.

(22) DEFINITIONS AND INTERPRETATION

• In this Agreement:

Agreement means this agreement;

App means the apple or android app titled ‘Zoom2u’ offered by Zoom2u;

Boarding Process means the online registration process on the Platform available at https://courier.zoom2u.com/#/register;

Booking means a booking placed by a Customer through the Platform for the provision of the Courier Services which has been processed by Zoom2u and communicated to the Courier via the Platform and accepted by the Courier in accordance with clause 3 of this Agreement;

Booking Request has the meaning outlined in clause 1.1;

Brand had the meaning outlined in clause 5.1;

Business has the meaning outlined in clause 1.1;

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 Courier is resident;

Confidential Information means the terms of this Agreement and any information about Zoom2u, its operations, products, Business, Courier Services and Customers and any information, the disclosure of which could be detrimental to the interests of Zoom2u, as acquired by the Courier (or any of its Subcontracted Couriers, employees or agents) whilst, or as a result of, performing the Courier Services which is not in the public domain, other than as a result of breach of confidence;

Consignment means the item or items which is/are couriered by the Courier in performing a Booking;

Courier 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 provide the Courier Services and includes any employee of such Party (who shall also be deemed to be bound by these terms);Courier Services means the provision of courier services whereby the Courier will pick-up a Consignment from one location and deliver to another location for a Customer in accordance with this Agreement;

Courier Services means the provision of services whereby the Courier will pick-up a Consignment from one location and deliver to another location for a Customer in accordance with this Agreement;

Customers means customer of Zoom2u, namely those individuals or businesses who place bookings for Courier Services on the Platform;

Dispute has the meaning outlined in clause 19.1;

Dispute notice has the meaning outlined in clause 19.1(a);

Fees means the amounts displayed on the Platform as being payable to the Courier in relation to Bookings; a “Fee” for a completed Booking is the equivalent of 20% of the fee paid by the Customer to Zoom2u for the completion of a specified Booking. The remainder of the fee paid by the Customer is retained by Zoom2u as the fee charged by Zoom2u for accessing the Platform;

Losses has the meaning outlined in clause 18.2;

Parties means the parties to this Agreement;

Platform has the meaning outlined in clause 1.1;

Specified Booking Request has the meaning outlined in clause 3.3;

Subcontracted Courier means an individual or company to whom a Booking is subcontracted by a Courier;

Taxes means income tax, GST, superannuation and all other applicable taxes;

Term means the period from the commencement date until the termination date of this Agreement;

Website means the website at the domain name www.zoom2u.com.au (or such other domain name as Zoom2u may use in relation to the Business from time to time); and

Zoom2u means Zoom2u Pty Ltd (ACN 169 869 327) trading as Zoom2u Pty Ltd.

• Interpretation:
  • 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.