EasiRunner Terms & Conditions
Nirvana International Group Pty Ltd trading as EASI
Last update: 1 March 2018
This Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”) and Nirvana International Group Pty Ltd trading as EASI, an Australian company registered in Victoria under ACN 617 707 481 (”EASI").
EASI will procure and facilitate the provision of the lead generation services, being on-demand intermediary and related services rendered via a digital technology application that enable independent providers of delivery services to seek, receive and fulfill on-demand requests for Delivery Services (“EasiRunner Services”) to you, an independent provider of Delivery Services. EASI will license you the Provider App (as defined below). The EasiRunner Services and Provider App enable you to seek, receive and fulfill requests for Delivery Services from authorized users of the EASI App (as defined below). In order to use the EasiRunner Services and Provider App, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and EASI shall be bound by the terms and conditions set forth herein. References herein to “EASI Group” shall be taken as a reference to EASI and each of its Affiliates.
You acknowledge and agree that EASI is a technology services provider and that neither EASI nor its Affiliates provide delivery services.
1.1 “Addendum” means an addendum to this Agreement setting forth additional Territory-specific and/or service-specific terms, as made available and as updated by EASI from time to time.
1.2 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on winding up.
1.3 “Delivery Fee” has the meaning set forth in clause 4.1.
1.4 “Delivery Recipient” means the intended recipient of goods being delivered by you in connection with your Delivery Services.
1.5 “Delivery Recipient Information” means information about a Delivery Recipient made available to you in connection with a request for and use of Delivery Services, which may include delivery drop-off location, a Delivery Recipient’s name, a Delivery Recipient’s contact information, a Delivery Recipient’s signature, and a Delivery Recipient’s photo, as well as any other relevant details specific to the items to be delivered.
1.6 “Delivery Services” means your provision of delivery services to or on behalf of Users via the EasiRunner Services in the Territory using the applicable Transportation Method.
1.7 “Provider App” means the mobile application licensed to you by EASI that enables delivery providers to access the EasiRunner Services for the purpose of seeking, receiving and fulfilling on-demand requests for delivery services by Users, as may be updated or modified from time to time.
1.10 “Provider ID” means the identification and password key assigned to you that enables you to use and access the Provider App.
1.11 “Service Fee” has the meaning set forth in clause 4.4.
1.12 “Territory” means the city or metro areas within Australia in which you are enabled by the Provider App to receive requests for Delivery Services.
1.13 “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the EasiRunner Services based on available information.
1.14 “Transportation Method” means a mode of transportation that: (a) meets the then-current EASI requirements for the delivery of the applicable items by you when using the EasiRunner Services or Provider App (e.g., if Delivery Services require a motor vehicle, then “Transportation Method” shall mean a motor vehicle); and (b) EASI authorizes for your use for the purpose of providing Delivery Services.
1.15 “EASI App” means the mobile application provided to authorized Users seeking on-demand requests for delivery services.
1.16 “EASI Data” means all data related to the access and use of the EasiRunner Services hereunder, including all data related to Users (including User Information), all data related to Delivery Recipients (including Delivery Recipient Information), all data related to the provision of Delivery Services via the EasiRunner Services and the Provider App, and the Provider ID.
1.17 “User” means an end user (an individual or an entity) authorized by EASI to use the EASI App for the purpose of requesting Delivery Services offered by EASI’s delivery provider customers (for clarity, such Delivery Services may be obtained in either of the following ways by a User: (a) to receive specific goods from a third party (including goods purchased from a third party (e.g., a restaurant)), or (b) to deliver specific goods to a third party).
1.18 “User Information” means information about a User made available to you in connection with a request for and use of Delivery Services, which may include delivery pick-up location, delivery drop-off location, the User’s name, the User’s contact information, the User’s signature, and the User’s photo, as well as any other relevant details specific to the items to be delivered.
1.19 “Your Device” means a mobile device owned or controlled by you: (a) that meets the then-current EASI specifications for mobile devices; and (b) on which the Provider App has been installed as authorized by EASI solely for the purpose of providing Delivery Services.
2. Use of the EasiRunner Services
2.1 Provision of Delivery Services. When the Provider App is active, User requests for Delivery Services may appear to you via the Provider App if you are available and in the vicinity of the User. The User request may also specify the User’s required deadline for your completion of the Delivery Services. If you accept a User’s request for Delivery Services, you will be provided with certain User Information, Delivery Recipient Information, and User instructions via the Provider App, including (as applicable) the User’s first name and the pickup and drop-off location of the applicable goods to be delivered. In order to enhance User satisfaction with the Provider App and your Delivery Services, it is recommended that you follow the User instructions for pickup and drop-off, including details of the location within the building address to pick-up/drop-off a package and waiting at least ten (10) minutes for a User or Delivery Recipient to appear at the requested pick-up or drop-off location. You acknowledge and agree that once you have accepted a User’s request for Delivery Services, the EASI App may provide certain information about you to the User and Delivery Recipient, including your first name, contact information, photo and location, and as applicable, information about your Transportation Method. You shall not contact any Users or Delivery Recipients or use any User’s personal information for any reason other than for the purposes of fulfilling Delivery Services. You acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Delivery Services; and (b) except for the EasiRunner Services , you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Delivery Services. Additionally, depending on the type of Delivery Services you are providing, you acknowledge that you may need to acquire third party inventory from various locations from time to time in order to fulfill certain requests for Delivery Services. In order to provide Delivery Services, you may need to accept from time- to-time, certain additional terms, as set forth in an Addendum.
2.2 Your Relationship with Users and Delivery Recipients. You acknowledge and agree that your provision of Delivery Services to Users creates a direct business relationship between you and the User, to which EASI and its Affiliates are not a party. EASI and its Affiliates are not responsible or liable for the actions or inactions of a User or Delivery Recipient in relation to your activities or your Transportation Method. You shall have the sole responsibility for any obligations or liabilities to Users, Delivery Recipients or other third parties that arise from your provision of Delivery Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User, a Delivery Recipient or other third party.
2.4 Ratings. You acknowledge and agree that: (a) after completion of an instance of Delivery Services, a User and/or Delivery Recipient may be prompted by the EASI App to provide a rating of you and such Delivery Services and, optionally, to provide comments or feedback about you and such Delivery Services; and (b) after providing Delivery Services, you will be prompted by the Provider App to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith. EASI and its Affiliates reserve the right to use, share and display your, User and Delivery Recipient ratings and comments in any manner in connection with the business of EASI and its Affiliates without attribution to you or your approval. You acknowledge and agree that EASI and its Affiliates are distributors (without any obligation to verify) and not publishers of User, Delivery Recipient and your ratings and comments, provided that EASI and its Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or EASI's or its Affiliates’ content policies. There is no obligation on you, a User or a Delivery Recipient to provide ratings or comments nor is there any consequence for not providing a rating.
2.5 Your Device. You are responsible for the acquisition, cost and maintenance of Your Device as well as any necessary wireless data plan that you use to access the Provider App. EASI grants you a personal, non-exclusive, non- transferable, non-sublicensable right to install and use the Provider App on Your Device solely for the purpose of providing Delivery Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Provider App (or any data associated therewith) with any third party. The foregoing right shall immediately terminate and you will delete and fully remove the Provider App from Your Device in the event that you cease to provide Delivery Services using Your Device. You agree that: (i) use of the Provider App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the Provider App on Your Device as an interface with the EasiRunner Services may consume very large amounts of data through the data plan. EASI and EASI advise that Your Device only be used under a data plan with unlimited or very high data usage limits, and neither EASI, nor its Affiliates, shall be responsible or liable for any fees, costs, or overage charges associated with any data plan.
3.You and Your Transportation Method
3.1 Your Requirements. You acknowledge and agree that at all times, you shall: (a) hold and maintain (i) a valid applicable licence with the appropriate level of certification to operate your Transportation Method (e.g., a driver’s licence if your Transportation Method is a motor vehicle), (ii) all licenses, permits, work entitlements, approvals and authority applicable to you that are necessary to provide delivery services to third parties in the Territory; and (iii) a citizenship, residency or visa status that allows you the right to work in Australia; (b) provide Delivery Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Delivery Services. You acknowledge and agree that EASI reserves the right to restrict you from using the EasiRunner Services, if you fail to meet the requirements in this Agreement. You also acknowledge and agree that EASI reserves the right, at any time in its sole discretion to deactivate or otherwise restrict you from accessing the Provider ID and/or Provider App, if you fail to meet the requirements in this Agreement.
3.2 Transportation Method Requirements. You acknowledge and agree that your Transportation Method will at all times: (a) meet the then-current EASI requirements for a vehicle to provide the Delivery Services and must be authorised by EASI for this use; (b) be properly registered and licensed to operate as a delivery vehicle in the Territory (if your Transportation Method is a vehicle); (c) be owned or leased by you, or otherwise in your lawful possession; (d) be suitable for performing the Delivery Services contemplated by this Agreement; and (e) be maintained in good operating condition, consistent with any applicable industry safety and maintenance standards for a Transportation Method of its kind and any additional standards or requirements in the applicable Territory, and in a clean and sanitary condition.
3.3 Documentation. To ensure your compliance with all requirements in clauses 3.1 and 3.2, you must provide EASI (or a EASI Affiliate) with written copies of all such licenses, permits, work entitlements, approvals, authority, registrations and certifications prior to your provision of any Delivery Services. Thereafter, you must submit to EASI written evidence of all such licenses, permits, work entitlements, approvals, authority, registrations and certifications as they are renewed. EASI (or a EASI Affiliate) shall, upon request, be entitled to review such licenses, permits, work entitlements, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. EASI reserves the right to independently verify your documentation from time to time in any way EASI deems appropriate in its reasonable discretion. Your failure to meet any of the requirements in this clause 3.3 or clauses 3.1 and 3.2 shall constitute a material breach of this Agreement.
4.1 Delivery Fee Calculation and Your Payment. You can charge a delivery fee for each instance of completed Delivery Services provided to a User that are obtained via the EasiRunner Services (“Delivery Fee”), where such Delivery Fee is, as applicable (a) calculated based upon a base delivery fee amount plus distance (as determined by EASI) and/or time amounts; or (b) a flat fee, each as detailed at for the applicable Territory (“Delivery Fee Calculation”). Distance and time amounts may be based on the expected, not actual, trip distance and duration as reasonably determined by EASI. You acknowledge that the Delivery Fee is the only payment you will receive in consideration for your provision of Delivery Services to a User and that neither the Delivery Fee nor the Delivery Fee Calculation includes any gratuity. You may also charge Users for any Tolls, taxes and/or fees incurred during the provision of Delivery Services, if applicable, whether charged by a third party or EASI. You: (i) appoint EASI as your limited payment collection agent solely for the purpose of accepting the Delivery Fee, applicable Tolls and, depending on the region and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the EasiRunner Services that are related to your provision of Delivery Services; and (ii) agree that payments made by Users to EASI shall be considered the same as payment made directly by Users to you.
4.2 Changes to Delivery Fee Calculation. EASI reserves the right to change the Delivery Fee Calculation at any time in EASI's discretion. EASI will provide you with notice in the event that any such change would result in a change in the recommended Delivery Fee. Continued use of the EasiRunner Services after any such change shall constitute your consent to such change.
4.3 Delivery Fee Adjustment. EASI reserves the right to: (i) adjust the Delivery Fee for a particular instance of Delivery Services (e.g., you took an inefficient route, you failed to properly end a particular instance of Delivery Services in the Provider App, technical error in the EasiRunner Services, etc.); or (ii) cancel the Delivery Fee or if the Delivery Fee has already been paid, require reimbursement of the Delivery Fee from you for a particular instance of Delivery Services (e.g., a communicated User deadline for completion of delivery services was not met, User is charged for Delivery Services that were not provided, in the event of a User complaint, fraud, etc.). EASI’s decision to reduce or cancel the Delivery Fee in any such manner shall be exercised in a reasonable manner.
4.4 Processing Errors. EASI reserves the right, in its sole discretion, to seek reimbursement from you if EASI discovers payment processing errors. EASI may obtain reimbursement of any amounts owed by you to EASI by deducting from future Delivery Fees owed to you, debiting your card on file or your bank account on record, or seeking reimbursement from you by any other lawful means. You authorise EASI to use any or all of the above methods to seek reimbursement.
4.5 Service Fee. In consideration of EASI’s provision of the EasiRunner Services to you, you agree to pay EASI a service fee on a per Delivery Services transaction basis, which as at 1 March 2018 is calculated as a percentage of the Delivery Fee determined by the Delivery Fee Calculation (“Service Fee”). EASI will provide you with notice via email or via the Provider App, of the Service Fee that applies to each Delivery Service that you provide. You acknowledge that, unless regulations applicable to your Territory require otherwise, taxes (in particular GST) will be calculated and charged on the Delivery Fee, and EASI shall calculate the Service Fee on an amount equal to the Delivery Fee Calculation plus the amount of such taxes (in particular GST) that would be calculated on the amount of the Delivery Fee. You acknowledge and agree that EASI may adjust: (i) the Service Fee; or (ii) introduce a new model to determine the Service Fee payable to you. EASI will provide you with at least 14 days' notice in the event of an increase to the Service Fee under (i) above or the introduction of a new Service Fee model under (ii) above. If either of these occurs, you have the right to terminate the Agreement immediately, without notice. Continued use of the EasiRunner Services after any such change in the Service Fee calculation shall constitute your consent to such change.
4.7 Receipts. As part of the EasiRunner Services, EASI provides you with a system for delivering receipts to Users for Delivery Services rendered. Upon your completion of Delivery Services for a User, EASI prepares and issues a receipt to the User via EASI App on your behalf. Such receipts are also provided to you via email or the online portal available to you through the EasiRunner Services. Receipts include the breakdown of amounts charged to the User for Delivery Services and may include certain information about you, including your name, contact information and photo, and the route taken.
4.8. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, EASI and its Affiliates may seek to attract new Users and to increase existing Users’ use of the EASI App. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement. You acknowledge that the EasiRunner Services do not provide Delivery Recipients or Users the ability to apply a gratuity through the EasiRunner Services, as the Delivery Fees are full payment for your Delivery Services. In the event that a User pays EASI valid gratuity on your behalf, EASI will transmit such gratuity to you and will not retain any portion of that gratuity. With regard to cash gratuities provided by a User or Delivery Recipient directly to you, no portion of that gratuity is owed to or should be paid to EASI.
4.9. Taxes. You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Delivery Services as required by applicable law; and (b) provide EASI with all relevant tax information requested of you by EASI and/or each of its Affiliates (including, a valid Australian Business Number (ABN) and/or Goods and Services Tax (GST) registration number under which you provide Delivery Services, if obtaining such a valid ABN and/or GST registration number is required of you by applicable law). You further acknowledge and agree that you are responsible for taxes on your own earnings arising from your provision of Delivery Services, including income tax and GST. Notwithstanding anything to the contrary in this Agreement, EASI may in its reasonable discretion based on applicable tax and regulatory considerations, or as required under the law, collect and remit taxes resulting from your provision of Delivery Services and/or provide any of the relevant tax information you have provided pursuant to the requirement mentioned in this clause 4.9, directly to the applicable governmental tax authorities on your behalf or otherwise.
4.10. GST. Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement by you to EASI are exclusive of GST. If GST is payable on any supply by EASI made under this Agreement, for which the consideration is not expressly stated to include GST, you agree to pay EASI an additional amount equal to the GST at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. In this Agreement, GST that is payable by EASI includes GST that is payable by the representative member of EASI’s GST group.
4.11. GST Law. The parties agree that, for the purposes of the GST law, EASI supplies to you the EasiRunner Services in sole consideration for the Service Fee. In addition, EASI supplies to you a licence to use the Provider App under clause 5 for no consideration.
4.12. Incentives. From time to time, EASI may make an incentive payment(s) to you as consideration for your satisfaction of certain conditions as determined by EASI in its discretion (“Conditions”). These Conditions may be included in promotional materials, and/or may be communicated to you, including via text message and email. You acknowledge and agree that any incentive payment(s) is made to you at EASI’s sole discretion, subject to the Conditions.
5. Intellectual Property. Subject to the terms and conditions of this Agreement, EASI hereby grants you, for no consideration, a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Provider App in connection with the provision of the EasiRunner Services by EASI solely for the purpose of providing Delivery Services to Users and tracking resulting Delivery Fees and fees. EASI, its Affiliates and respective licensors reserve all rights not expressly granted in this Agreement. The Provider App and EASI Data (including all intellectual property rights in all of the foregoing) are and remain the property of EASI, its Affiliates and respective licensors. You shall not improperly use the EasiRunner Services or Provider App. You shall not use any of EASI’s names, logos or marks for any commercial purpose except as EASI expressly allows, nor shall you try to register or otherwise use or claim ownership over any of EASI or its Affiliates’ names, logos or marks. You shall not copy, modify, distribute, sell or lease any part of the Provider App or EASI Data, nor shall you reverse engineer or attempt to extract the source code of EASI's software, except if allowed by law.
6. Confidentiality. This Agreement and any information provided by EASI to you, which EASI designates as confidential or which you should reasonably know should be treated as confidential, should be treated accordingly.
8.1. You agree that before entering into this Agreement you will obtain the coverage required by clause 8.2 below at your sole cost and expense. You agree to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required by clause 8.2 while you are using a motor vehicle to provide Delivery Services. As between you and EASI, it is your sole responsibility to inform your insurer of the use of your motor vehicle while providing Delivery Services.
8.2 You agree to maintain during the term of this Agreement motor vehicle liability insurance on all vehicles which you operate under this Agreement at insurance levels that satisfy the minimum requirements to operate a private vehicle on the public roads within the Territory, as well as any other minimum motor vehicle liability insurance cover which EASI requests you hold. You must be the policyholder or a individually rated driver, for which a premium is charged or calculated, on the insurance policy required in this clause 8.2 at all times. You agree to provide EASI with a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this clause 8.2 upon request. Furthermore, you must provide EASI with written notice of cancellation of any insurance policy required by EASI.
EASI shall have no right to control your selection or maintenance of your policy.
8.3 You agree that you are not an employee, independent contractor, a worker or a deemed worker of EASI for the purposes of Australian workers compensation laws and therefore acknowledge that EASI does not, and is not required to, maintain or provide you with workers’ compensation insurance or maintain other occupational accident injury insurance on your behalf. You agree to maintain at your cost during the term of this Agreement workers’ compensation insurance or other occupational accident injury insurance (or the local equivalent) as required by any applicable law in the Territory (provided that the foregoing shall have no impact on the mutual understanding between you and EASI that you are a self- employed individual (including from a labour and social security perspective) and otherwise comply with all statutory workers compensation requirements. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.
8.4 You understand and acknowledge that your private motor vehicle insurance policy, including any insurance coverage held via a commercial arrangement you have with a vehicle rental or leasing provider, may not afford liability, comprehensive, collision, medical payments, first or third party no fault personal injury protection, uninsured motorist, underinsured motorist or other coverage for any Delivery Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not EASI's, to resolve them with your insurer(s).
8.5 EASI may maintain during the term of this Agreement motor vehicle insurance related to your provision of Delivery Services as determined by EASI in its reasonable discretion, provided that EASI and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your motor vehicle. Should EASI procure insurance related to your provision of Delivery Services, EASI may cancel such coverage at its sole discretion at any time. You are required to promptly notify EASI of any accidents that occur while providing Delivery Services and to cooperate and provide all necessary information related thereto.
9. Representations and Warranties; Disclaimers
9.1 By You. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide (i) Delivery Services using the Transportation Method pursuant to this Agreement, and (ii) delivery services to third parties in the Territory generally.
9.2 Disclaimer. This clause 9.2 applies only to the maximum extent permitted by applicable law and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law. EASI and its Affiliates (as applicable) provide, and you accept, the EasiRunner Services and Provider App on an "as is" and "as available" basis. EASI and its Affiliates do not represent, warrant or guarantee that your access to or use of the EasiRunner Services or Provider App: (a) will be uninterrupted or error free; or (b) will result in any requests for Delivery Services. EASI and its Affiliates function as an on-demand lead generation and related service providers only and EASI and its Affiliates make no representations, warranties or guarantees as to the actions or inactions of Users or Delivery Recipients who may request or receive Delivery Services from you, and EASI and its Affiliates do not screen or otherwise evaluate Users or Delivery Recipients. By using the EasiRunner Services and Provider App, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the EasiRunner Services or Provider App. EASI do not represent, warrant or guarantee the safety of any items provided to you for Delivery Services. Notwithstanding EASI’s appointment as the limited payment collection agent of you for the purpose of accepting payment from Users on your behalf as set forth in clause 4 above, EASI and its Affiliates expressly disclaim all liability for any act or omission of you, any User, any Delivery Recipient or other third party.
9.3 No Service Guarantee. This clause 9.3 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law. EASI and its Affiliates do not guarantee the availability or uptime of the EasiRunner Services or Provider App. You acknowledge and agree that the EasiRunner Services and Provider App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the EasiRunner Services and Provider App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and EASI and its Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.
10.1 Generally. You shall indemnify, defend (at EASI's option) and hold harmless EASI and its Affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, Delivery Recipients, regulators and governmental authorities) directly or indirectly related to your provision of Delivery Services or use of the EasiRunner Services (“Losses”). Your liability under this clause 10.1 shall be reduced proportionately if, and to the extent that, EASI directly caused or directly contributed to any such Losses.
10.2 Tax Indemnity. You shall comply with all of your obligations under tax and social security laws to the extent applicable to this Agreement. You shall indemnify EASI and its Affiliates from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on EASI and/or its Affiliates as a result of your failure to comply with any of your tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) (“Tax Liabilities”) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between EASI and you by the Australian taxation, fiscal or social security authority or the taxation, fiscal or social security authority of any other country. The indemnity set out in this clause 10.2, insofar as it relates to a finding by a judicial body or legislative authority of competent jurisdiction that there is an employment relationship between you and EASI or an Affiliate of EASI, applies only to that proportion of EASI's liability that directly or indirectly relates to or arises from you holding yourself out to be an employee of EASI or any of its Affiliates, or any other act or omission by you that is not expressly authorised by EASI and would reasonably suggest to a third party that you are an employee of EASI or any of its Affiliates.
11. Limitation of Liability. This clause 11 applies only to the maximum extent permitted by applicable law and does not (and is not intended to) override any rights that you have pursuant to applicable law, including the Australian Consumer Law. EASI and each of its Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage or loss, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for the obligations on EASI to pay amounts due to you pursuant to clause 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of EASI and/or its Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to EASI hereunder in the six (6) month period immediately preceding the event giving rise to such claim. You acknowledge and agree that any and all claims you have or purport to have against EASI and/or its Affiliates should be notified to EASI and/or its Affiliates within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so. These limitations do not purport to limit liability that cannot be excluded under applicable law.
12. Term and Termination
12.1 Term. This Agreement shall commence on the date executed by you (electronically or otherwise) and shall continue until terminated as set forth herein.
12.2 Termination. Either party may terminate this Agreement: (a) without cause at any time upon thirty (30) days’ prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, EASI may restrict you from using the EasiRunner Services and/or EASI may deactivate or otherwise restrict you from accessing or using the Provider ID and/or Provider App immediately, without notice, in the event you no longer qualify, under applicable law or the standards and policies of EASI, and its Affiliates, to provide Delivery Services or to operate your Transportation Method, or as otherwise set forth in this Agreement.
12.3 Effect of Termination. Upon termination of the Agreement, you shall immediately delete and fully remove the Provider App from Your Devices. Outstanding payment obligations and clauses 1, 2.2, 2.3, 2.4, 4.8, 4.9, 5, 6, 8, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.
13. Relationship of the Parties
13.1 EASI is acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, except as otherwise expressly provided herein. This Agreement is not an employment agreement, and does not create an employment, independent contractor or worker relationship (including from a labour law, tax law or social security law perspective), joint venture, partnership or agency relationship. You have no authority to bind EASI and/or its Affiliates, or hold yourself out as an employee, independent contractor, agent or authorized representative of EASI and/or its Affiliates.
13.2 Where, by implication of mandatory law or otherwise, you may be deemed an employee, agent or representative of EASI or an Affiliate of EASI, you undertake and agree to indemnify, defend (at EASI's option) and hold EASI and its Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship. The indemnity set out in this clause 13.2 , insofar as it relates to a finding by a judicial body or legislative authority of competent jurisdiction that there is an employment relationship between you and EASI or an Affiliate of EASI, applies only to that proportion of EASI's liability that directly or indirectly relates to you holding yourself out to be an employee of EASI or any of its Affiliates, or any other act or omission by you that is not expressly authorised by EASI and would reasonably suggest to a third party that you are an employee of EASI or any of its Affiliates. You expressly agree that where required or implied by applicable law or otherwise, you may be deemed an employee, agent or representative of EASI or an Affiliate of EASI, any payments made to you will be taken to be inclusive of (i) superannuation contribution amounts; and (ii) amounts equivalent to all taxes (including but not limited to income taxes) payable by you in respect of those payments, in each case that EASI (or any of its Affiliates) may otherwise be required to pay under applicable law.
14. Miscellaneous Terms
14.1 Modification. EASI reserve the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the online portal available to you on the EasiRunner Services. EASI reserve the right to modify any policies or information referenced at hyperlinks from this Agreement from time to time. EASI will provide you with at least fourteen (14) days’ notice in the event of a material change to any clause of this Agreement, provided that in such event you have the right to terminate the Agreement immediately upon receiving notice from EASI. You hereby acknowledge and agree that, by using the EasiRunner Services, or the Provider App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Delivery Fee Calculations. Continued use of the EasiRunner Services or Provider App after any such changes shall constitute your consent to such changes.
14.2 Supplemental Terms. Supplemental terms may apply to your use of the EasiRunner Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. EASI will provide you with fourteen (14) days’ notice in the event that it adds or modifies Supplemental Terms in a manner that materially alters your rights under the Agreement, provided that in such event you shall have the right to terminate the Agreement immediately upon receiving notice from EASI. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
14.3 Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
14.4 Assignment. You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of EASI. EASI may assign or transfer this Agreement or any or all of their respective rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. Should EASI do so, you have the right to terminate this Agreement immediately, without prior notice.
14.5 Entire Agreement. This Agreement, including the recitals and all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
14.6 No Third Party Beneficiaries except for EASI's Affiliates. You acknowledge that there are no third party beneficiaries to this Agreement, except for EASI’s Affiliates. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims, except with respect to EASI's Affiliates.
14.7 Notices. Any notice delivered by EASI to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the EasiRunner Services. Any notice delivered by you to EASI under this Agreement must be delivered by contacting EASI at Additional Territory-specific notices may be required from time to time.
15. Governing Law; Arbitration. Except as otherwise set forth in this Agreement, this Agreement shall be governed by and construed in accordance with the laws of Victoria, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to this Agreement, including those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The language of the arbitration shall be English. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the ICC, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that you may have under applicable law, including the Australian Consumer Law, that cannot be lawfully limited or excluded.
By clicking “Yes, I accept” or signing below (as such may be required by applicable law), you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with EASI.