Discoverr.AI Pty Ltd (ABN: 50 640 133 259) owns and operates this Website/App. Access to and use of this Website/App and services available through this Website/App is subject to the following terms, conditions (the agreement). By using the Services, you are agreeing to all of the following terms and conditions as may be updated by us from time to time. You should check this page regularly to take notice of any changes we may have made to the agreement. If you do not agree to this agreement, then you must not use this website/app or the Services.
RECITALS
A. The Principal conducts the technology service known as www.brang.com.au and the Branger Agent app by Discoverr.AI Pty Ltd which connects retailers with independent delivery providers like you.
B. The Principal has agreed to use the services of the Contractor and the Contractor has agreed to provide those services on the terms and conditions set out in this agreement.
OPERATIVE PART
1. Definitions and interpretation
This agreement is governed by the law of Victoria and the parties submit to the non-exclusive jurisdiction of the courts of that State.
In the interpretation of this agreement:
a) References to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
b) Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;
c) Grammatical forms of defined words or phrases have corresponding meanings;
d) Parties must perform their obligations on the dates and times fixed by reference to the city of Melbourne in the State if Victoria;
e) Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
f) If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;
g) References to a party are intended to bind their executors, administrators and permitted transferees; and
h) Obligations under this agreement affecting more than one party bind them jointly and each of them severally.
i) Booking Fee means the fee set out in the schedule.
j) Booking Request means a request to complete a delivery of a Consignment made via the Branger app.
k) The Branger app means the Branger app or website.
l) Booking Fee means the fee paid to a Contractor for the delivery of goods made by a Booking Request.
m) Consignment means the goods to be delivered in respect of a Booking Request.
n) Customer means an entity that makes a Booking Request for the delivery of a Consignment.
o) Specified Booking Request means a Booking Request whereby a Customer has requested that a particular Contractor deliver their Consignment
p) Specified Contractor means the Contractor specified in a Specified Booking Request.
(a) The engagement of the Contractor commences on the date on which the Contractor begins using the Branger app and continues until terminated in accordance with this agreement.
(b) The Principal and the Contractor enter into the arrangements on the terms set out herein for the provision by the Contractor of services to the Principal as described in the schedule.
(c) The Contractor warrants the provision of the services will not breach the terms of any other binding arrangement.
(d) The Contractor will comply with all reasonable time limits imposed by the Principal for the performance of the services.
(e) The Contractor will provide the services in a professional manner to the required standards and be liable for rectification of any work not up to the required standard.
(f) The Contractor must perform the services in a diligent and professional manner according to any standards that normally apply to the services.
(a) The Contractor is responsible for completion of the services described in the schedule.
(b) The Contractor must comply with the policies and procedures adopted by the Principal in the conduct of its business including but not limited to the Booking Policy.
(c) The Contractor may at any time delegate any obligations to be performed under this contract to an employee of the Contractor with prior written notice to the Principal. The delegate must agree to be bound by the terms and conditions of this Agreement.
(d) The Contractor and will act with good faith in all of the Contractor’s dealings with the Principal and, whilst performing the services, the Contractor will not intentionally do anything which is harmful to the Principal.
(a) The Principal may from time to time make Booking Requests for the delivery of a Consignment by the Contractor.
(b) The Contractor may only accept a Booking Request by using the Branger app.
(c) The Contactor in its sole discretion may choose to accept a Booking Request.
(d) The Principal will allocate the Contractor a Booking Request either manually or by automatic algorithm at the Principal’s discretion. Booking Requests will be made available to all available Contractors and will be open for acceptance with the Contractor that accepts earliest being entitled to carry out the delivery subject to the type of vehicle they use for deliveries and the location of the Contractor.
(e) By accepting a booking request the Contractor acknowledges that they are directly forming a contract between the Customer making the Booking Request and themselves. The Principal will not be a party to that contract.
(f) The Principal makes no guarantees or representations about the quantity of Booking Requests that may be available or the amount of Booking Fees that may be paid to the Contractor under this agreement.
(g) The Principal may at any time at its sole discretion stop making Booking Requests available to the Contractor.
5. Specified Booking Requests
(a) The Principal may make the Specified Booking Request available to the Specified Contractor via the Branger app.
(b) The Specified Contractor will have a period of 1 minute or other such period as determined from time to time by the Principal from the time the Specified Booking Requests appears on the Branger app to accept the Specified Booking Request.
(c) If the Contractor accepts the Booking Request, they must make the delivery as specified in the Booking Request
(d) If the Specified Contractor does not accept the Specified Booking Request within the time frame set out in clause 3(c) then the Specified Booking request will immediately become a standard Booking Request and be available for acceptance by other Contractors.
(e) The contractor should only use the vehicle as registered in the app for delivery.
6. Damaged Consignments and Incomplete Bookings
(a) The Contractor acknowledges that it is liable for any loss or damage caused to a Consignment whilst in the possession or control of the Contractor.
(b) Upon notification of any loss or damage to a Consignment the Principal will conduct a reasonable investigation to ascertain whether the loss or damage is the fault of the Contractor. The Contractor must do all things reasonably necessary to assist in the Principals investigation.
(c) If the Principal determines in its sole discretion that the loss or damage referred to in clause 6(a) is the fault of the Contractor, then the Principal shall be entitled to withhold any Booking Fees payable to the Contractor up to and including the value of the loss or damage. Nothing in this clause limits the liability of the Contractor for the full loss or damage under clause 6(a).
(d) If the amount withheld under clause 6(c) is insufficient to rectify the loss or damage cause by the Contractor, then the Contractor must pay an amount equal to the shortfall to the Principal within 7 days of the Principal making its determination under clause 6(b).
(e) If the Contractor fails to pick up a Consignment or does not attempt delivery of the Consignment, then the Contractor shall not be paid the Booking Fee or part thereof.
(f) If the Contactor fails to deliver the Consignment to the correct location as described in the Booking Request, then the Contractor must rectify the mistake by picking up the Consignment from the incorrect location and delivering the Consignment to the correct location.
(g) If the Contractor has an accident that causes damage to a Consignment the Contractor acknowledges that clause 6(a) continues to apply and the Contractor will remain liable for any loss or damage.
7. Equipment
(a) The Contractor will provide their own equipment in the provision of the services under this agreement.
(b) If a Consignment weighs more than 16kg the contractor must have the necessary equipment to lift the order including but not limited to the equipment listed in clause 7(f).
(c) The contractor agrees that he/she will not approach for deliveries directly to Brang customer during the term and until a minimum period of six (6) months following the termination of this agreement.
(d) The Contractor must use the vehicle that it registers on the Brang website/app.
(e) The Contractor 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 this contract. The Principal will not under any circumstances provide any mode of transport for the Contractor.
(f) The Contractor is responsible for any maintenance, up-keep and insurance of its vehicle(s) and acknowledges that it shall not be reimbursed by the Principal for any expenses or costs relating to the vehicle(s).
(g) The Contactor must ensure that they have the appropriate equipment for the delivery of the Consignment including but not limited to:
(i) Trolley;
(ii) Jacks;
(iii) Refrigerated containers for perishable goods;
(iv) Gloves;
(v) Safety kit;
(vi) Crates etc
(a) At the end of each calendar week the Principal will calculate the Booking Fees payable (if any) to the Contractor up to but not including that day. Payment will be made on that day by direct deposit into the Contractor’s nominated bank account.
(b) The Contractor will only be entitled to the Booking Fee applicable to each delivery.
(c) The Contractor acknowledges that all Booking Fees are inclusive of GST and that the Contractor must remit the GST amount to the Australian Taxation Office.
(d) The Contractor must provide the services at its own cost and, unless specified in the Schedule, will not be reimbursed for any out of pocket expenses.
(e) The Contractor acknowledges and agrees that Principal shall have no obligation or liability to pay the Contractor for any Services performed that are not in accordance with this Agreement. The Contractor acknowledges that failure to comply with the terms of this Agreement may cause delays in payment at no fault of Principal.
9. Statutory obligations, insurances and registrations
(a) The Contractor will comply with their statutory obligations in respect of the services, including but not limited to compliance with:
(i) Any applicable industrial awards and agreements;
(ii) Minimum terms and conditions of employment including those in respect of long service leave, annual leave, parental leave and sick leave;
(iii) Applicable industrial relations and anti-discrimination legislation; and
(iv) Occupational health and safety and workers compensation legislation.
(b) Prior to the date of this agreement the Contractor must obtain, and thereafter must maintain during the period of this agreement, current policies of insurance including those specified in schedule, in respect of the services, against:
(i) All third-party risks in relation to persons and property including public liability insurance;
(ii) Workers compensation claims; and
(iii) Negligence by the Contractor or an employee of the Contractor.
(c) The Contractor acknowledges they are solely responsible for all remuneration, expenses, taxes, leave entitlements, superannuation, workers compensation and other insurances in respect of them or their employees.
(d) The Contractor will obtain and maintain until the termination of this agreement any licences or registrations required for the Contractor or their employees to perform the services.
(e) The Contractor indemnifies the Principal from and against all actions, costs, charges, claims and demands in respect of any breach of clauses 9(a)-(d).
(a) The Contractor will be responsible for and indemnify the Principal against liability for all loss, damage or injury to any person or property caused by the Contractor in the course of providing the services.
(b) The amount of any claims, damages, interest, costs and expenses including without limitation all related legal costs incurred by the Principal which may be paid, suffered or incurred by the Principal in respect of such loss, damage or injury must be made good at the Contractor’s expense and may be deducted from any moneys due or becoming due to the Contractor.
(c) The Contractor shall not at any time or for any reason, whether during the term of this agreement or after its termination, divulge any confidential information to any third party and the Contractor hereby indemnifies the Principal and any related entity against any loss or damage they may suffer as a result of the breach of confidentiality.
(d) The Contractor shall cause any person assisting them to sign an acknowledgement of their obligations to observe the confidentiality to the same extent as the Contractor.
(e) Confidential Information includes, but is not limited to, any information that is:
(a) marked as confidential; or
(b) received or developed by the Contractor during the Term, which relates to processes, equipment and techniques used by the Principal in the course of the Principal’s business, including but not limited to all information, data, drawings, specifications, documentation, source or object code, designs, construction, workings, functions, features and performance notes, techniques, concepts not reduced to material form, agreements with third parties, schematics and proposals and intentions, technical data and marketing information such as customer lists, financial information and business plans,
but does not include information which:
(a) is generally available in the public domain otherwise than as a result of a breach of this agreement by the Contractor;
(b) was known by the Contractor prior to the Principal disclosing the information to the Contractor; or
(c) the Contractor is required by law to disclose.
(b) The Contractor irrevocably appoints the Principal to be their attorney to do all things and sign all documents that may be necessary to vest such intellectual property in the Principal.
13. Termination by notice
Either party may terminate this agreement by one week’s written notice to the other.
14. Termination without notice
(a) The Principal may immediately terminate this agreement if the Contractor:
(i) Commits any serious or persistent breach of this agreement which is in the reasonable opinion of the Principal incapable of rectification; or
(ii) Fails to remedy, to the Principal’s reasonable satisfaction, a breach of any provision of this agreement within one weeks of receiving a notice from the Principal identifying the breach and requiring the breach to be remedied; or
(iii) Becomes bankrupt or goes into liquidation or makes any assignment arrangement or composition with creditors of the Contractor on the happening of the event; or
(iv) Is subject to a finding of guilt for a criminal or civil offence, other than an offence which, in the reasonable opinion only of the Principal, does not affect the Contractor’s ability to perform their duties; or
(v) Or a nominated employee of the Contractor, in the performance of services, commits any act of misconduct, fraud or dishonesty; or
(vi) Ceases business; or
(vii) Or a nominated employee of the Contractor for delivery of the services becomes of unsound mind.
(b) The Contractor may immediately terminate this agreement by giving written notice to the Principal if the Principal:
(i) Commits any serious or persistent breach of this agreement, which is in the reasonable opinion of the Contractor incapable of rectification; or
(ii) Commits any serious or persistent breach of this agreement which the Principal fails to remedy for one week after the Principal receives written notice from the Contractor of that breach; or
(iii) Is placed under some form of official management or insolvency administration.
(c) On termination of this agreement, and after receipt of an appropriate invoice from the Contractor, the Principal will pay to the Contractor the amount of any fee owing pursuant to this agreement, up to and including the date of termination.
(d) The termination of this agreement will not prejudice any rights or remedies already accrued to any party under, or in respect of any breach of, this agreement.
Upon termination of this agreement, the Contractor must:
(a) Immediately stop preforming the Services.
(b) Immediately deliver to the Principal any hardware, software, plant or equipment owned by the Principal in the possession of the Contractor together with all documents, plans, lists, inventions, and intellectual property arising out of the services undertaken by the Contractor or any other person working for the Contractor for the Principal; and
(c) Disclaim any association with the business of the Principal.
16. Post termination restraint
The Contractor agrees that for a period of 12 months it will not directly or indirectly endeavour to entice away from the Principal or any of their related entities any person or organisation who is a client, employee, customer or Contractor of the Principal or any of its related entities.
(a) General
If a dispute arises out of or relates to this agreement, including any dispute as to breach or termination of the agreement or as to any claim in tort, in equity or pursuant to any statute, neither party may commence any court or arbitration proceedings relating to the dispute unless they have complied with this clause except where they seek urgent interlocutory relief.
(b) Notice specifying the nature of the dispute
(i) The party to this agreement claiming that a dispute has arisen under or in relation to this agreement must give written notice to the other party to this agreement specifying the nature of the dispute.
(ii) On receipt of the notice referred to in this clause by that party, both parties must endeavour to resolve the dispute expeditiously using informal dispute resolution techniques such as mediation, expert evaluation, determination or similar techniques agreed by them.
(i) If the Contractor and the Principal do not agree within 7 days of receipt of the notice, or such further period as agreed in writing by them, as to:
(1) The dispute resolution technique and procedures to be adopted;
(2) The timetable for all steps in those procedures; and
(3) The selection and compensation of the independent person required for such technique,
(ii) then they must mediate the dispute in accordance with the mediation rules of the Australian Disputes Centre.
(iii) The Australian Dispute Centre will select the mediator and determine the mediator’s remuneration.
(iv) The mediation will take place in the State of Victoria.
If the mediation referred to above is not completed within four weeks of reference to a mediator, then either party may commence any court or arbitration proceedings relating to the dispute as they see fit.
The costs of the mediation will be borne equally by the parties.
18. Relationship of the parties
The parties acknowledge that this agreement is intended as an agreement for the provision of services and creates the relationship of Principal and Contractor and not any other relationship and, in particular, not the relationship of employer and employee, Principal and agent or the relationship of partnership.
19. Probity Checks
The Contractor including any employees or delegates consent to the Principal performing probity checks including but not limited to:
· Front & Back of Valid driver's license (excluding push bike)
· Vehicle Registration Number (excluding push bike)
· ABN Details
· Public Liability & Indemnity
· Comprehensive vehicle insurance certificate (excluding push bike)
· One utility bill for address proof
· One Photograph holding your driver’s license (front side only)
· Only photograph required for contractors with push bike
· Police Background Check document
· VIVO (for temporary and permanent visa)
If the Principal is not satisfied with the outcome of any of the above probity checks, the Principal may immediately terminate this Agreement.
20. Privacy and client information
The Contractor including any employees or delegates must:
(a) Comply with all relevant privacy legislation including but not limited to The Privacy Act 1988 (Cth) and the European Union General Data Protection Regulation.
(b) Comply with any privacy policy adopted by the Principal;
(c) Comply with any privacy policies adopted by the Principal’s clients;
(d) Only use information provided by the Principal or Principal’s clients for the purposes of performing the services;
(e) Not transfer any information provided by the Principal or Principal’s clients outside of Australia without the written consent of the Principal;
(f) Not disclose any information provided by the Principal or Principal’s clients to any third party without the Principal’s written consent;
(g) Notify the Principal of any suspected breach of any of this clause as soon as is reasonably practicable;
(h) Cooperate with any investigation by the Principal in relation to any suspected breach of this clause;
(i) Delete or return any information provided by the Principal or Principal’s clients as soon as is reasonably practicable after being requested to do so by the Principal.
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Based on the number of tasks and distance covered on daily basis |
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Upon the Principal’s acceptance of the Contractors On-boarding application |
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On-going until terminated |
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Delivery of goods |
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· Public liability insurance for a minimum amount of AUD 5 million for any one occurrence. · Professional indemnity insurance for a minimum amount of AUD 5 million. · Workers Compensation: In accordance with the law of jurisdiction in which the Contractor operates. · Comprehensive Car Insurance |