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WiseList Shopper Terms and Conditions
These Terms and Conditions are between Wise List Pty Ltd ABN 86 625 148 496 (we, us or our) and you, the entity signing up to our Shopper Platform to become a shopper (you or your), together the Parties and each a Party. These terms and conditions, and the Guidelines , form the entire agreement under which we will engage you to perform the Services to us.
Background
We provide an application that is a marketplace that allows customers to connect with shoppers and delivery drivers. You would like to become a shopper and delivery driver and would like to engage our services to provide you with a connection to customers in need of shopping and delivery services.
1. Acceptance
1.1 You accept these Terms and Conditions by ticking the box in the Shopper Application.
2. Relationship
2.1 During the Term, we agree to provide the Wise List Services to you. 2.2 You agree, during the Term, to pay us the Service Fee, and provide the Shopper and Delivery Services using the Shopper Platform to the Customers.
2.3 Nothing in these Terms and Conditions creates an exclusive relationship between you and us, and either Party may, at any time, enter into arrangements with any other individual or entity to receive the same or similar services as those described in these Terms and Conditions.
3. Wise List Services
3.1 Subject to your compliance with these Terms and Conditions, we agree to provide you with the following services (together the Wise List Services):
(a) we will provide you with a licence to access the Shopper Platform on the terms contained in clause 5 of these Terms and Conditions.
(b) through the Shopper Platform, we will provide you with the means to accept or reject requests to provide Shopper and Delivery Services to Customers (Shopper and Delivery Requests);
(c) we will facilitate payments from customers to you for the Shopper and Delivery Services via our third-party payment processor; and
(d) we may also provide you with a pre-paid supermarket card for you to use to carry out the Shopper and Delivery Services. You agree to use the supermarket card only for the purposes of carrying out the Shopper and Delivery Services under these Terms and Conditions and for no other purpose.
4. Shopper and Delivery Services
4.1 You agree that by agreeing to provide Shopper and Delivery Services to the Customers, you enter into a contract for the supply of Shopper and Delivery Services to the Customers, and you must meet your obligations under your agreement with the Customers. You are not engaged to supply Shopper and Delivery Services to us. You acknowledge and agree that we are not party to any agreement entered into between you and a Customer and we have no control of you, Customers or any other party of the Shopper Platform.
4.2 During the Term, you agree to perform the Shopper and Delivery Services for the Customer, and provide and obtain all things necessary for, or incidental to, the performance of the Shopper and Delivery Services:
(a) in accordance with these Terms and Conditions and all applicable Laws;
(b) with due care, skill and diligence;
(c) with due expedition and without delay; and
(d) in a proper and professional manner, and in accordance with best practice.
4.3 Where you are delivering alcohol to Customers, you warrant that you have all the necessary licenses and qualifications to do so, and that you will comply with all applicable laws when delivering alcohol, including checking Customer identification and refusing to deliver the alcohol if the Customer is underage or cannot produce identification. [LV2] [RS3]
5. Accounts
5.1 You may create an Account through the Shopper Platform, in order for you to access and use the Wise List Services.
5.2 When setting up your Account, you will be asked important questions about [the type of vehicle you intend to use to provide the Shopper and Delivery Services, any relevant licences requested by us], [LV4] [RS5] and any other information we may require to set up your Account. You must provide the information we request from you in order to access the Shopper Platform and receive the Wise List Services.
5.3 You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.
5.4 You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in these Terms and Conditions.
5.5 It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, and for ensuring that any activities on your Account comply with these Terms and Conditions.
5.6 We are not responsible for the management or administration of your Account.
6. Licence and restrictions on use
6.1 Subject to the payment of the Service Fee and your compliance with these Terms and Conditions, we grant you a non-exclusive, non-transferable, non-sublicensable (except as otherwise permitted under these Terms and Conditions), personal and revocable licence to access and use the Shopper Platform for the Term, for your use and enjoyment of the Wise List Services, as contemplated by these Terms and Conditions (Licence).
6.2 You must not access or use the Shopper Platform except as permitted by the Licence and you must not (and must not permit any other person to) use the Shopper Platform in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property Rights, including to;
(a) use the Shopper Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; (b) use the Shopper Platform in any way that damages, interferes with or interrupts the supply of the Wise List Services;
(c) introduce malicious programs into our hardware and software or systems, including viruses, malware worms, trojan horses and e-mail bombs;
(d) reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details;
(e) carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
(f) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Wise List Services;
(g) if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Shopper Platform in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
(h) circumvent user authentication or security of any of our services, networks, accounts or hosts or those of our other users.
7. Acceptance and Rejection of Orders
7.1 While using the Shopper Platform, you may be presented with Shopper and Delivery Requests. You may freely accept or reject the request.
7.2 The Shopper and Delivery Request will set out the relevant information to allow you to provide the Shopper and Delivery Services.
7.3 The Shopper and Delivery Request is an offer from the Customer to you to engage you to provide the Shopper and Delivery Services.
7.4 If you accept the request, you enter into a contract for the supply of Shopper and Delivery Services to the Customer and are liable to the Customer for damage and failure to perform the Shopper and Delivery Services.
7.5 We may request feedback from Customers as to your provision of the Delivery Services. Based on Customer feedback, you may be provided with less or more Delivery Requests and opportunities to select preferred locations and times to provide the Delivery Services.
7.6 You are responsible to the Customer for the Orders that you deliver to the Customer. If you damage the Order or fail to deliver the Order within a reasonable time, you may receive a negative rating from a Customer, and may be asked to refund the Delivery Fee to the Customer.
8. Shopper Responsibilities
8.1 You are solely responsible for determining which Delivery Requests to accept.
8.2 Provided you accept a Delivery Request, you agree to:
(a) co-ordinate all aspects of the Shopper and Delivery Services;
(b) provide all equipment necessary to provide the Shopper and Delivery Services (including a vehicle);
(c) follow all reasonable Customer delivery instructions;
(d) determine the delivery route, taking into account both safety and efficiency;
(e) enable your location tracking services on your mobile phone;
(f) perform the Shopper and Delivery Services for the Delivery Fee;
(g) not commit any act or omission, directly or indirectly, which may bring us (our Personnel, or Related Entities) into breach of any Law, the subject of any Liability, or into disrepute;
(h) comply with the provisions of these Terms and Conditions and all applicable Laws;
(i) promptly provide us with all information in connection with the Shopper and Delivery Services and these Terms and Conditions that we may reasonably request; and
(j) promptly provide us with any information that affects, or may reasonably affect, us, our Related Entities, our Personnel or Customers upon becoming aware of such information.
9. Warranties and Representations
You represent, warrant and agree that:
(a) you have not relied upon any warranty, representation, statement or documentation made or provided by or on behalf of us, except as expressly provided in these Terms and Conditions;
(b) you have full legal capacity, right, authority and power to enter into these Terms and Conditions, to perform your obligations under these Terms and Conditions, and to carry on your business;
(c) these Terms and Conditions constitute a legal, valid and binding agreement, enforceable in accordance with its terms;
(d) you are not aware of any actual or potential conflict of interest in providing the Shopper and Delivery Services, and the execution and performance by you of these Terms and Conditions does not conflict with any Law or any other instrument binding on you;
(e) each part of the Shopper and Delivery Services will be free of any error, omission or defect, and will be safe, suitable and fit for use and/or purpose;
(f) you are not our employees, and accordingly, are not entitled to any Employee Benefits;
(g) you:
(1) are not entitled to the benefit of any policies of insurance that we may hold;
(2)agree to effect and maintain any insurances required by law and in accordance with industry practice and, upon request, provide us with sufficient evidence of such insurance.
(h) you:
(1) hold all qualifications, certifications, permits, approvals, licences, accreditations, visas and other things required to perform the Shopper and Delivery Services;
(2) have attended and satisfactorily completed all training as provided or required by us, or as is necessary to properly perform the Shopper and Delivery Services;
(3) if applicable, are legally entitled to work in Australia; and
(4) if applicable, are accurately remunerated for all work performed in accordance with all applicable Laws (including Employment Legislation);
(i) you have a valid ABN which has been advised to us; and
(j) you are registered for GST purposes.
10. Price and Payment
10.1 You appoint us as your limited payment collection agent solely for the purpose of accepting the Delivery Fees from the relevant Customer. You agree that we will not be required to pay you any amount until we have received the Delivery Fees from the relevant Customer.
10.2 You authorise us to collect the Delivery Fee payable from the Customer to you on your behalf, [and any tips provided directly from the Customer to you, through our third-party payment provider.
10.3 If you are required on any occasion to purchase the goods for the Customer while carrying out the Shopper and Delivery Services, you agree to provide us with appropriate receipts for the goods purchased for the Customer and we will reimburse you, on behalf of the Customer.
10.4 In consideration for providing the Wise List Services, we will deduct a Service Fee from each Delivery Fee payable to you by the Customer.
10.5 For each Order, we will arrange for the payment of the Delivery Fee, minus the Service Fee (Net Delivery Fee),directly to the bank account you have nominated in your Account on the Shopper Platform.
10.6 Payment will be deposited into your bank account once a week for all Orders that have been delivered in the previous week.
10.7 In order to access the Wise List Services and use the Shopper Platform, you will be asked to agree to the terms and conditions of our third-party payment processor, including any applicable processing charges that our third-party payment processor may charge you. [We provide access to these terms and conditions through the Shopper Platform].
11. Intellectual Property
11.1 As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;
(b) you own all Intellectual Property Rights in Your Materials, and nothing in these Terms and Conditions constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
11.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials and/or Improvements do not automatically vest in us, you agree to do all things necessary or desirable to assure our title to such rights.
11.3 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of the Term, to use Our Materials that we provide to you, and the New Materials and Improvements, solely for the purposes for which they were developed and solely for you to derive benefit from the Wise List Services and for you to perform the Shopper and Delivery Services, as contemplated by these Terms and Conditions.
11.4 In the performance of the Shopper and Delivery Services, or the use of any Intellectual Property Rights in connection with these Terms and Conditions, you must not (and you must ensure that your Personnel do not) commit any Intellectual Property Breach.
11.5 This clause 11 will survive termination or expiry of these Terms and Conditions.
12. Confidentiality
12.1 Subject to clause 12.2, a Receiving Party must:
(a) keep confidential; and
(b) not use or permit any unauthorised use of, the Confidential Information of a Disclosing Party.
12.2 Clause 12.1 does not apply where:
(a) the information is in, or comes into, the public domain (other than by a breach of this clause 12 or any other duty of confidence owed by the Receiving Party);
(b) the Receiving Party has the prior written consent of the Disclosing Party;(c) the disclosure is required by Law;
(d) the disclosure is required in order for the Receiving Party to comply with its obligations under these Terms and Conditions; or
(e) the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms and Conditions and provided that the Receiving Party ensures the adviser complies with the terms of this clause 12.
12.3 Each Party acknowledges and agrees that monetary damages may not be an adequate remedy for a breach of this clause 12. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 12.
12.4 This clause 12 will survive termination or expiry of these Terms and Conditions.
13. Privacy
13.1 You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if you were an “APP entity” as defined in the Privacy Act 1988 (Cth)) and any other applicable legislation or privacy guidelines that may apply to you or the provision of the Shopper and Delivery Services.
13.2 Through the Shopper Platform, you may have access to the Customer’s information (including the Customer’s address). You agree to only use such information for the sole purpose of providing the Shopper and Delivery Services to the Customer and to keep the information in your possession safe and secure at all times.
13.3 This clause 13 will survive the termination or expiry of these Terms and Conditions.
14. Liability
14.1 Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
(a) any property loss or damage, or personal injury or loss, arising from or in connection with your performance of the Shopper and Delivery Services;
(b) your performance of the Shopper and Delivery Services;
(c) any breach by you of any provision of these Terms and Conditions; (d) you infringing the rights of any third party (including Intellectual Property Rights);
(e) you claiming that you are one of our employees or are entitled to any Employee Benefits; or
(f) any court, tribunal or authority whatsoever determining that you are deemed our employees or entitled to any Employee Benefits.
14.2 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability caused or contributed to by, arising from or connected with:
(a) any aspect of your and the Customer’s interaction including the Shopper and Delivery Services offered by you; and
(b) any works, services, goods, materials or items which do not form part of the Wise List Services (as expressed in these Terms and Conditions), or which have not been provided by us.
14.3 Despite anything to the contrary, to the maximum extent permitted by law:
(a) we will have no Liability under or in connection with these Terms and Conditions for any Consequential Loss;
(b) our liability for any Liability under these Terms and Conditions will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of you (or any of your personnel);
(c) our aggregate liability for any Liability arising from or in connection with these Terms and Conditions will be limited to us resupplying you the Wise List Services or, in our sole discretion, to us repaying you the amount of the Service Fee paid by you to us in respect of the supply of the Wise List Services to which the Liability relates, or where there are no Service Fees paid, $100.
14.4 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth), and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the provision of the Shopper Platform by us to you which cannot be excluded, restricted or modified (Consumer Rights). If the ACL applies to you as a consumer, nothing in these Terms and Conditions excludes your Consumer Rights as a consumer under the ACL. You agree that our Liability for the Shopper Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms and Conditions. Subject to your Consumer Rights, we exclude all express and implied warranties, and all material, work and services (including the Shopper Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at law or any other basis.
14.5 This clause 14 will survive termination or expiry of these Terms and Conditions.
15. Termination
15.1 These Terms and Conditions will apply from the Commencement Date and continue for the Term, unless terminated earlier in accordance with this clause 15.
15.2 Either Party may terminate these Terms and Conditions at any time by giving 7 days’ notice in writing to the other Party.
15.3 These Terms and Conditions will terminate immediately upon written notice by:
(a) us, if:
(1) we, at our sole discretion, determine that you are the subject of repeated negative feedback from Customers;
(2) you breach any provision of these Terms and Conditions and that breach has not been remedied within 5 Business Days of being notified by us; or
(3) you are unable to pay your debts as they fall due; and
(b) you, if we:
(1) are in breach of a material term of these Terms and Conditions and that breach has not been remedied within 10 Business Days of being notified by you; or
(2) are unable to pay our debts as they fall due.
15.4 Upon expiry or termination of these Terms and Conditions:
(a) we will immediately cease the provision of the Wise List Services;
(b) we will revoke your access to the Shopper Platform;
(c) you agree to immediately stop providing the Shopper and Delivery Services;
(d) you agree to immediately return to us all of our property (including any of our Confidential Information and any of our Intellectual Property) in your possession that belongs to us;
(e) you agree to not disparage or otherwise make any unfavourable statements or comments regarding us, our Related Entities, our Personnel or the Customers, either directly or by implication, verbally or in writing; (d) you agree to immediately pay any amounts due and payable to us by you under these Terms and Conditions; and
(e) where these Terms and Conditions is terminated by you under clause 15.2 or us under clause 15.3(a), you also agree to pay us our additional costs arising from, or in connection with, such termination.
15.5 Termination of these Terms and Conditions will not affect any rights or liabilities that a Party has accrued under it.
15.6 This clause 15 will survive the termination or expiry of these Terms and Conditions.
16. GST
16.1 If GST is payable on any supply made under these Terms and Conditions, the recipient of the supply must pay an amount equal to the GST payable on the supply. That amount must be paid at the same time that the consideration is to be provided under these Terms and Conditions and must be paid in addition to the consideration expressed elsewhere in these Terms and Conditions, unless it is expressed to be inclusive of GST. The recipient is not required to pay any GST until the supplier issues a tax invoice for the supply.
16.2 If an adjustment event arises in respect of any supply made under these Terms and Conditions, a corresponding adjustment must be made between the supplier and the recipient in respect of any amount paid by the recipient under this clause, an adjustment note issued if required, and any payments to give effect to the adjustment must be made.
16.3 If the recipient is required under these Terms and Conditions to pay for or reimburse an expense or outgoing of the supplier, or is required to make a payment under an indemnity in respect of an expense or outgoing of the supplier, the amount to be paid by the recipient is to be reduced by the amount of any input tax credit in respect of that expense or outgoing that the supplier is entitled to.
16.4 The terms “adjustment event”, “consideration”, “GST”, “input tax credit”, “recipient”, “supplier”, “supply”, “taxable supply” and “tax invoice” each has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
17. General
17.1 Amendment: These Terms and Conditions may only be amended by written instrument executed by the Parties.
17.2 Assignment: A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms and Conditions without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
17.3 Counterparts: These Terms and Conditions may be executed in any number of counterparts that together will form one instrument.
17.4 Online execution: These Terms and Conditions may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
17.5 Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms and Conditions (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Institute of Victoria to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
17.6 Entire agreement: These Terms and Conditions contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
17.7 Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and Conditions and their obligations under it.
17.8 Governing law: These Terms and Conditions is governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
17.9 Notices: Any notice given under these Terms and Conditions must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
17.10 Relationship of Parties: These Terms and Conditions is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
17.11 Severance: If a provision of these Terms and Conditions is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms and Conditions without affecting the validity or enforceability of the remainder of that provision or the other provisions in these Terms and Conditions.
17.12 Subcontracting: You agree to not subcontract the provision of any part of the Services without our prior written consent, which may be withheld at our absolute discretion. You agree that any approval to subcontract given by us does not discharge you from any Liability under these Terms and Conditions and you are liable for the acts and omissions of the subcontractor.
18. Interpretation
In these Terms and Conditions, unless the context otherwise requires:
(a) a reference to these Terms and Conditions or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time in Victoria; and
(h) a reference to $ or dollars refers to the currency of Australia from time to time.
19. Definitions
In these Terms and Conditions, unless the context otherwise requires, capitalised terms have the meanings given to them in the Schedule, and:
Account means an account accessible to you to use the Wise List Services, including the Shopper Platform.
Business Day means a day on which banks are open for general banking business in Victoria, excluding Saturdays, Sundays and public holidays.
Commencement Date means the date that you accept these Terms and Conditions in accordance with clause 1.1.
Confidential Information includes information which:
(a) is disclosed to the Receiving Party in connection with these Terms and Conditions at any time;
(b) is prepared or produced under or in connection with these Terms and Conditions at any time;
(c) relates to the Disclosing Party’s business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms and Conditions, whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.
Consequential Loss includes any consequential, indirect or special loss, including any real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise.
Customer means the person that has placed an Order with you.
Delivery Fee means the fee that a Customer pays you to provide the Shopper and Delivery Services.
Delivery Request has the meaning given in clause 2.1(b).
Disclosing Party means the party disclosing Confidential Information to the Receiving Party.
Employee Benefits means all benefits owing to employees under the Employment Legislation including minimum wage, superannuation, workers compensation, leave entitlements or any other employee benefit.
Employment Legislation means the Fair Work Act 2009 (Cth), Fair Work Regulations 2009 (Cth), Superannuation Guarantee Charge Act 1992 (Cth) and Superannuation Guarantee (Administration) Act 1992 (Cth).
Guidelines means our Guidelines for you for carrying out the Shopper and Delivery Services.
Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.
Intellectual Property means any copyright; registered or unregistered designs, patents or trade marks; domain names; know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Intellectual Property Breach means any breach by you (or any of your Personnel) of any of our Intellectual Property Rights or of any third party rights (including any Intellectual Property Rights of third parties), including, but not limited, to you (or your Personnel):
(a) copying, altering, enhancing, adapting or modifying any of our Intellectual Property;
(b) creating derivative works from our Intellectual Property;
(c) providing or disclosing our Intellectual Property to, or allowing our Intellectual Property to be used by, any third party;
(d) assigning or transferring any of our Intellectual Property Rights or granting sublicenses of any of our Intellectual Property Rights, except as expressly permitted in these Terms and Conditions;
(e) reverse engineering or decompiling any of our Intellectual Property Rights, except where permitted by Law; or
(f) using or exploiting our Intellectual Property for purposes other than as expressly stated in these Terms and Conditions (including, without limitation, using our Intellectual Property for commercial purposes or on-selling our Intellectual Property to third parties).
Laws means all applicable laws, orders, judgments, rules, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms and Conditions or the performance of the Shopper and Delivery Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms and Conditions or otherwise.
License has the meaning given in clause 5.1.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Net Delivery Fee has the meaning given in clause 9.3.
New Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property) developed, adapted, modified or created by or on behalf of either Party or their respective Personnel in connection with these Terms and Conditions or the provision of the Services (including any deliverables), but excluding Our Materials and Your Materials.
Order means an order placed by a Customer with you, which you are to deliver to the Customer.
Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of us or our Personnel.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.
Receiving Party means the party receiving Confidential Information from the Disclosing Party.
Related Entity means us and our “related bodies corporate” as that term is defined under the Corporations Act 2001 (Cth).
Shopper and Delivery Services means the services that you provide to the Customer to deliver an Order to a Customer.
Shopper Platform means the platform that we provide to you as part of the Wise List Services, and may be accessed through our website or mobile application.
Service Fee means the fee that we charge you in consideration for you receiving the Wise List Services [which is calculated for each delivery you carry out and is dependent on the distance you travel to carry out each delivery].
Term means the period commencing on the Commencement Date and ending 1 month after the Commencement Date, subject to automatic extension. Each Term will automatically extend for a further 1 month, unless either Party provides the other Party written notice to terminate at least 7 days prior to the automatic extension of the then current Term.
Terms and Conditions meanthese Shopper Terms and Conditions and all schedules, annexures and attachments included, or referred to, in these Shopper Terms and Conditions.
Wise List Services has the meaning given in clause 2.1.
Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Commencement Date and/or developed by or on behalf of you or your Personnel independently of these Terms and Conditions.
Please read these Terms and Conditions carefully prior to accepting these Terms and Conditions.
By accepting these Terms and Conditions you agree that:
(1) you indemnify us, and hold us harmless in respect of any Liability we may suffer arising from or in connection with:
(a) any property loss or damage, or personal injury or loss, arising from or in connection with your performance of the Shopper and Delivery Services; (b) your performance of the Shopper and Delivery Services; (c) any breach by you of any provision of these Terms and Conditions; (d) you infringing the rights of any third party (including Intellectual Property Rights); (e) you claiming that you are one of our employees or are entitled to any Employee Benefits; or
(d) any court, tribunal or authority whatsoever determining that you are deemed our employees or entitled to any Employee Benefits;
(2) we exclude our liability for any Liability caused or contributed to by, arising from or connected with:
(a) any aspect of your and the Customer’s interaction including the Shopper and Delivery Services offered by you;
(b) any works, services, goods, materials or items which do not form part of the Wise List Services or which have not been provided by us; and
(c) Consequential Loss; and (3) our aggregate liability for any Liability arising from or in connection with these Terms and Conditions will be limited to us resupplying you the Wise List Services or, in our sole discretion, to us repaying you the amount of the Service Fee paid by you to us in respect of the supply of the Wise List Services to which the Liability relates, or where there are no Service Fees paid, $100.
For any questions and notices, please contact us at:
WiseList Pty Ltd (ABN 86 625 148 496)
Email: Support@WiseList.app
Last update: 16 December 2021