Welcome to the Daily Delivery Driver program These Terms of Service (this “Agreement”), including the Program Terms in Part B will govern the delivery services contemplated by this Agreement (the “Services”) and constitute a legally binding agreement between Daily Delivery and you. Any reference to this Agreement includes the Program Terms, and any reference to “including” means including without limitation. If there is a conflict between the Program Terms and any other section of this Agreement, the Program Terms will prevail.
This Agreement takes effect on the earlier of the date on which you click “I agree and accept” in the box below or the first date on which you provide Services (“Effective Date”).
If you do not agree with this Agreement, do not use the Daily Delivery app or participate in the Program or provide any Services.
a) You agree to provide the Services in a safe and competent manner in accordance with the level of professional care that would be observed by a prudent person rendering similar services and in accordance with this Agreement including the Service Standards described in the Program Terms. By way of clarification but not limitation, a failure to comply with the Service Standards will constitute a breach of this Agreement.
b) This Agreement requires no minimum amount or frequency of Services. You agree, however, that if you accept an offer to provide Services during a particular confirmed block and you do not cancel your acceptance as permitted under the Program Terms, you will deliver the parcels, packages, totes, bags or other deliverables tendered to you by Daily delivery or its affiliates (“Deliverables”) during such period (“ Delivery Block”). The Delivery Block starts when you receive Deliverables and ends at the time the last Deliverable is delivered
a) This Agreement creates an independent contractor relationship, not an employment relationship. As such, you agree that this Agreement is not a contract of employment and is not evidence of an employment relationship. As an independent contractor of Daily Delivery, you are not required to purchase or rent any products, equipment, or services from Daily Delivery as a condition of entering into this Agreement. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, or employment relationship between you and Daily Delivery. As an independent contractor, you will not be considered as having the status of an employee of Daily Delivery for any purpose, including federal, state/territory, and local tax purposes, and you will not be required or entitled to participate in any employee benefit, superannuation, or other plans or arrangements in which employees of Daily Delivery and its affiliates may participate. You are solely responsible for all taxes and superannuation applicable to you. You are not covered by workers’ compensation provided by Daily Delivery or any of its affiliates, and you have no right to nor will you seek benefits or any form of payment from or through Daily Delivery or any of its affiliates under workers’ compensation.
b) You have no authority to bind Daily Delivery, and you will not make any representation identifying yourself as an employee of Daily Delivery or make any representations to any person or entity that you have any authority to bind Daily Delivery as an employee, partner, or otherwise.
c) This Agreement outlines the terms for participation in the Program including your use of the Licensed Materials during the Term. As an independent contractor that performs Services only during Delivery Blocks, the Agreement applies to each Delivery Block but there will be no relationship between the parties after the end of one Delivery Block and before the start of any subsequent Delivery Block.
You represent and warrant to Daily Delivery that you have all legal capacity and authority to enter into, and perform your obligations under, this Agreement, including without limitation that you have the legal right to work in Australia. If at any stage you do not have the legal right to work in Australia, you must not participate in the Program or provide any Services unless and until you do have the legal right to work in Australia. You agree, at all times, to: (a) comply with all laws, rules, and regulations pertaining to the Services, including all laws, rules, and regulations applicable to (i) transportation, safety and insurance related to the performance of Services, (ii) health and safety of customers and the Deliverables and (iii) anti-bribery and anti-corruption; (b) hold and maintain, throughout your participation in the Program, all licenses, permits, and other authorizations necessary for you to perform the Services (including, if applicable, driver’s license, vehicle registration, and automobile insurance), which you will provide to Daily Delivery upon request; (c) notify Daily Delivery immediately after becoming aware that any license, permit, or authorization required for you to perform the Services has expired, been lost or suspended; (d) provide complete and accurate responses to all questions related to the background screening, including questions on prior convictions; (e) notify Daily Delivery immediately if you need to change or update your answers to any questions posed during the background screening process, including if you have any new convictions; (f) notify Daily Delivery immediately of any event or circumstance that impairs the safety of or delays delivery of Deliverables including as provided in our on boarding materials and as displayed at our sites or as communicated to you from time to time, and You permit, as requested by Daily Delivery from time to time, Daily Delivery’s designee to audit your compliance with any Daily Delivery Safety Requirements; (g) not violate or infringe any third party’s rights in proprietary or confidential information in performing the Services; and (h) not create any lien on Daily Delivery property or assets, including any Deliverables, and waive all rights to any lien. Throughout the term of this Agreement, you will provide Daily Delivery with any forms, documents, or certifications as may be required for Daily Delivery to verify representations and warranties you made in this Agreement or your compliance with any provision of this Agreement.
You agree that, as part of managing your own business, you will provide and maintain a mobile device compatible with the Daily Delivery app, a Compliant Vehicle (as described in the Service Standards), and any other equipment that you choose to use or that you need in order to provide the Services.
a) This Agreement is effective as of the Effective Date and will continue to be in effect until you or Daily Delivery terminates this Agreement ( “the Term”).
b) You or Daily Delivery may terminate this Agreement at any time and for any reason by giving the other party a notice of termination, in which case this Agreement will terminate one month after notice has been provided.
c) Without limiting Section 6(b), Daily Delivery may terminate this Agreement for cause by providing notice to you: (a) if you breach any term of this Agreement that is capable of being remedied and fail to remedy the breach within 14 days of Daily Delivery providing you notice to do so, or (b) immediately (i) if you breach any term of this Agreement that Daily Delivery considers is not capable of being remedied; (ii) for failure to meet the Service Standards, (iii) for failing a background check any time before or after the Effective Date, (iv) for material breach of this Agreement; or (v) for other commercially reasonable cause.
d) You may deactivate your Program Account at any time by contacting support. Daily Delivery may deactivate your Program Account: (i) if either party issues a termination notice, or if an event occurs that Daily Delivery reasonably considers may entitle Daily Delivery to issue a termination notice under Section 6(c) or impact your eligibility to participate in the Program; (ii) if Daily Delivery has concerns relating to your performance of the Services or concerns that your participation in the Program may harm others or Daily Delivery’s legitimate interests; or (iii) if information Daily Delivery requires from you under this Agreement is incomplete or requires validation; (iv) if your Program Account has been inactive for more than 180 days; or (v) if you opt out of receiving electronic communication (as defined in Section 13 below). If 6(d)(v) applies you will be able to reactivate your account by notifying Daily Delivery that you agree to receive electronic communication from Daily Delivery.
e) You are not permitted to perform Services while your account is deactivated including Delivery Blocks that you have accepted but did not perform prior to the deactivation, and those Delivery Blocks will be forfeited.
f) If you terminate this Agreement you will not be eligible to participate in the Program for 12 months following the date of the termination notice.
g) Daily Delivery may cease providing any Licensed Materials (as defined in Section 10 below) and terminate this Agreement if you violate any of the terms related to the Licensed Materials in which case any licenses granted to you by Daily Delivery will terminate immediately, without any notice.
h) If either you or Daily Delivery terminate this Agreement, you must uninstall the Daily Delivery driver app on your device.
a) Daily Delivery makes no promises or representations in this Agreement: (i) as to the amount of business that you can expect at any time; and (ii) that you will be offered any Delivery Blocks at any time. You can accept or reject any opportunity offered by Daily Delivery, and either you or Daily Delivery can cancel any Delivery Blocks as permitted under the Program Terms and FAQs found in the DD app and on the Australian Daily delivery website (FAQs). There are no guaranteed minimum hours of work.
b) This Agreement does not impose any requirement of exclusivity. You are free to perform work for third parties. Nothing in this Agreement will prohibit you from providing Services or using your Vehicle on behalf of any other person or entity, including competitors of daily Delivery, except during any Delivery Block. DD may also engage the services of other companies and individuals that may perform the same or similar services as those provided by you under this Agreement.
a) To the maximum extent permitted by law, Daily Delivery's liability to you arising under or in connection with this Agreement, Licensed Materials, the Program or the Services whether in contract, tort (negligence) or otherwise is limited, for any claim, to the fees paid or payable for the Delivery Block the subject of the claim, and in the aggregate for all claims, to the total fees paid or payable for all Delivery Blocks in the 6 month period prior to the claim arising.
b) Except for your indemnity obligations under Section 9 - Indemnification, any liability arising out of your breach of the section of the Program Terms entitled "Confidentiality and Personal Information," and our obligation to pay you the Service Fees, to the maximum extent permitted by law, NEITHER PARTY WILL BE LIABLE FOR: (i) CONSEQUENTIAL, SPECIAL, PUNITIVE, OR INDIRECT DAMAGES OF ANY KIND; (ii) COST OF COVER, OR RECOVERY OR RECOUPMENT OF ANY INVESTMENT MADE BY THE OTHER PARTY OR ITS AFFILIATES IN CONNECTION WITH THIS AGREEMENT; OR (iii) ANY LOSS OF PROFIT, REVENUE, BUSINESS OR DATA ARISING FROM OR RELATING TO THIS AGREEMENT, LICENSED MATERIALS, THE PROGRAM OR THE SERVICES AND WHETHER IN CONTRACT, TORT (NEGLIGENCE) OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
c) DESPITE ANY OTHER TERM IN THIS AGREEMENT, NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE, RESTRICT OR MODIFY ANY RIGHT OR REMEDY YOU HAVE IN STATUTE OR OTHERWISE TO THE EXTENT THAT RIGHT OR REMEDY CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED UNDER LAW. TO THE MAXIMUM EXTENT PERMITTED BY LAW DAILY DELIVERY LIMITS OUR LIABILITY UNDER ANY SUCH NON-EXCLUDABLE RIGHT OR REMEDY TO AT OUR OPTION: (i) RESUPPLY; OR (ii) THE COST OF RESUPPLY OF THE RELEVANT SUPPLIES.
a) You will defend, indemnify, and hold harmless Daily Delivery and its affiliates and successors, and each of their respective directors, officers, and employees (each an “Indemnified Party” and, collectively, the “ Indemnified Parties”) from any third-party allegation or claim, or any loss, damage, settlement, cost, expense, and any other liability (including reasonable attorneys’ fees and expenses) arising out of or in connection with: (i) your negligence or misconduct; (ii) a breach of this Agreement by you; (iii) any loss or damage to personal property or bodily harm (including death) relating to or arising out of your act or omission; or (iv) any allegation or claim that you failed to comply with applicable laws, rules, or regulations.
b) Your duty to defend is independent of your duty to indemnify. You will use counsel reasonably satisfactory to the Indemnified Parties to defend each indemnified claim, and the Indemnified Parties will cooperate (at your expense) with you in the defence. If at any time the Indemnified Parties determine that they may be adversely affected by any indemnified claim, the Indemnified Parties may assume control of the defence of the claim. You will not consent to the entry of any judgment or enter into any settlement relating to an indemnified claim without the Indemnified Parties’ prior written consent.
c) Daily Delivery may elect to enforce any rights, recover any remedies or bring any claims under or in respect of this clause on behalf of an Indemnified Party, as if the relevant rights, and any claims suffered or claimed, and any remedies sought by the Indemnified Party, subsisted in or where suffered by Daily Delivery.
As used in this Agreement, “Licensed Materials” means any software, application, website, content, or other information made available to you (whether standalone, for use on devices owned by you or Daily Delivery, or otherwise) by Daily Delivery or its affiliates in connection with the Program, together with any related manuals and other documentation. Daily Delivery grants to you, during the term of this Agreement, a limited, non-exclusive, non-transferable, non-sub licensable, revocable license to use the Licensed Materials solely for the purpose of performing the Services and participating in the Program and as permitted under this Agreement. For additional rights and obligations regarding the Licensed Materials see the Program Terms.
The laws of the State or Territory in which you provide the Services govern this Agreement and any dispute of any sort that might arise between the parties. Any dispute relating in any way to this Agreement will only be adjudicated in the courts of that State or Territory. Each party consents to exclusive jurisdiction and venue in these courts. Notwithstanding the foregoing, either party may seek injunctive relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of such party's, its affiliates' or any third party's intellectual property or other proprietary rights. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU HEREBY WAIVE ANY RIGHTS THAT YOU MAY HAVE TO BRING DISPUTES FOR RESOLUTION BEFORE ANY OTHER COURT, TRIBUNAL OR FORUM. You and Daily Delivery each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. We each waive any right to a jury trial.
Daily Delivery may modify this Agreement, including the Program Terms, at any time by providing notice to you through the Daily Delivery app or otherwise providing notice to you. You are responsible for reviewing the Daily Delivery app and this Agreement regularly to stay informed of any modifications. If you continue to perform the Services (except for accessing the Daily Delivery app for the purpose of considering whether to agree to modifications of the Agreement) after the effective date of any modification to this Agreement, you agree to be bound by such modifications. Modifications will apply to any Services you commence providing after notice is provided. If any change is unacceptable to you, you agree not to accept Delivery Blocks, use Licensed Materials, to deactivate your Program Account, delete the Daily Delivery app and terminate the Agreement. However, (i) any modification to Service Fees will be provided to you in writing or through the Daily Delivery app before you accept and complete any Delivery Blocks to which such modifications apply; (ii) any modifications to Section 11 will not apply to claims that accrued or to disputes that arose prior to such modification.
Daily Delivery will communicate with you via phone, text message, email, or push notifications sent via the DD app (each such communication, “electronic communication”) in connection with your participation in the Program. By downloading the DD app, providing us with your mobile number, and agreeing to this Agreement, you are providing us with written consent to receive push notifications and automated text messages from Daily Delivery in connection with the Program. To stop receiving push notifications, you may adjust the settings on your phone or delete the Daily Delivery app. You will not be able to participate in the Program if you adjust the settings or delete the DD app. To stop receiving text messages from Daily Delivery, reply STOP to any message. You consent to Daily Delivery communicating with you concerning the Program via any or all of these means and you are responsible for printing, storing, and maintaining your own records of any such agreements, notices, disclosures or other communications. It is your responsibility to keep your email address and phone number current by updating the information you provided to Daily Delivery. Terminating this Agreement will stop all electronic communication and access to the DD app. If you want to terminate this Agreement, you can provide a notice of termination to Daily Delivery by sending a message to the following email address: email@example.com . If you want to provide notice under this Agreement, other than the notice of termination, you can provide such notice by sending a message to the following email address: firstname.lastname@example.org
You may obtain an e-mailed copy of this Agreement by e-mailing a request to email@example.com. This Agreement will be accessible to you at any time in the DD app.
a) This Agreement constitutes the complete and final agreement of the parties pertaining to the Services and supersedes and replaces the parties’ prior agreements, understandings, representations, and discussions (whether written or oral) relating to the Services. If any provision of this Agreement is determined to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the fullest extent permissible under applicable law.
b) The following sections of this Agreement, along with any other provisions that by their nature should survive termination of this Agreement or are necessary to give effect to this Agreement, will survive any termination of this Agreement: Term and Termination; Indemnification; Limitation of Liability; Dispute Resolution, Governing Law and the following sections of the Program Terms: Privacy, Confidentiality and Personal Information; Taxes; and Additional Terms.
Welcome to Daily Delivery, an innovative new service offering you the opportunity to deliver Daily Delivery packages through the Daily Delivery driver app. Daily Delivery is excited to welcome you to the Daily Delivery Driver program and hope that you enjoy being your own boss and running your own business by using the Daily Delivery driver app. Additional information to help you understand Daily Delivery and our requirements and expectations is included in the FAQs. It is important that you understand and comply with the FAQs.
A. In order to participate in the Program, you must:
1) Pass a background check and, if applicable and in our discretion, a motor vehicle record check in accordance with Daily Delivery’s standards;
2) Be at least 20 years of age;
3) Be legally qualified to work in each jurisdiction in which you provide Services;
4) Only use a Compliant Vehicle to perform the Services;
5) Have the ability to effectively operate the Daily Delivery Driver app and communicate with customers;
6) Install the Daily Delivery driver app on your smartphone; and
7) Have a valid Australian Business Number (ABN).
B. A Compliant Vehicle is a Vehicle that meets the following requirements:
1) Type of Vehicle:
a. a private passenger vehicle;
b. a cargo van (not to exceed the Maximum Vehicle Weight); or
c. a light truck (not to exceed the Maximum Vehicle Weight);
2) Age of Vehicle: At least 3 years old at the date any Service is performed, if you are performing the Services in New South Wales. You may use a newer vehicle in other States and Territories.
3) Vehicle Weight: The Maximum Vehicle Weight differs between States and Territories. If you are providing the Services in New South Wales, the vehicle used to provide the Services must have a carrying capacity of no more than 2 tonnes. If you are providing the Services in Victoria, the vehicle used to provide the Services must have a carrying capacity of no more than 1 tonne. In all other States and Territories the vehicle used to provide the Services must have a carrying capacity of no more than 4.5 tonnes.
4) Vehicle Condition: All Vehicles must be registered and must have passed all applicable local, state and federal standards for safety and environmental compliance, and be in a safe and roadworthy condition.
C. If you operate any Vehicle in connection with your performance of Services, you must:
1) Have a current valid full, non-probationary driver’s license for the operation of the applicable Vehicle;
2) If applicable, maintain current Vehicle registration;
3) Obtain and maintain current insurance in accordance with Part V; and
4) Be legally authorized and fit to operate such Vehicle.
Upon request, you will provide Daily Delivery with proof that these requirements have been satisfied.
D. You are not permitted to carry weapons while performing Services, except to the extent local applicable law places restrictions on this policy.
A. As an independent contractor, you agree to provide results—the timely and effective delivery of undamaged parcels, bags, totes or other items to the customers’ and Amazon’s reasonable satisfaction -- subject to the following standards (“Service Standards”).
i. Compliance with health, safety, & other applicable laws. You must comply with all traffic (including observing speed limit laws and distracted driving laws), health, safety, and other laws applicable to Deliverables or Services. Violation of traffic, health, safety, and other laws applicable to Deliverables or Services or performing the Services in a manner which Daily Delivery considers creates a safety risk, will make you ineligible to participate in the Program.
ii. No drugs or alcohol. You must not attend for any Delivery Blocks or complete any Delivery Blocks at a time when you have consumed alcohol or taken any drugs or other substances that could affect your capacity to drive safely. A breach of this provision will make you ineligible to participate in the Program.
iii. Arriving on time for or timely forfeiting Delivery Blocks. As with any vendor of services, Daily Delivery expects that you a) arrive on time and be ready to provide Services for any confirmed Delivery Block or b) forfeit a Delivery Block at least 45 minutes before the start of such Delivery Block. Please note that if you select a Delivery Block close to its start time (i.e. 20 minutes before the start of the Delivery Block), you will still be expected to complete your Delivery Block. If you repeatedly arrive after the scheduled time to receive packages or forfeit Delivery Blocks late, you will no longer be eligible to participate in the Program.
3) Delivery Quality
i. Late Deliveries. Daily Delivery expects that you deliver the packages to the customers on time. The DD app will specify the delivery window during which the customer expects the package to be delivered. If you repeatedly deliver packages late, you will no longer be eligible to participate in the Program.
ii. Packages marked as delivered that the customer does not receive. If you deliver a package, Daily Delivery expects that the customer will be able to find it. If customers repeatedly report that they cannot find packages you marked as delivered, you will no longer be eligible to participate in the Program.
4) Customer Service
i. Rude or inappropriate behaviour. Daily Delivery expects you to behave respectfully and professionally when interacting with its customers, station operators, retailers and other delivery partners while providing the Services. If customers, station operators, retailers or other delivery partners repeatedly report disrespectful, rude, inappropriate, unprofessional, dangerous or threatening conduct, you will no longer be eligible to participate in the Program. Additionally, a single violation, depending on the seriousness of the infraction, can make you ineligible to participate in the Program.
ii. Failure to follow delivery instructions. Daily Delivery expects you to follow customer delivery instructions as reflected in the DD app as long as the customer instructions are reasonable and do not conflict with health, safety and other applicable laws. Daily Delivery expects you to perform the Services consistent with industry standards, including with respect to health and safety, always checking recipient IDs if delivering alcohol, and collecting a signature when instructed to do so in the DD app. If you repeatedly disregard the instructions, you will no longer be eligible to participate in the Program.
B. As an independent contractor, subject only to this Agreement and applicable laws, it is for you to decide the means and manner in which to provide the Services and achieve the results that you have agreed to provide. Therefore, in performing Services, you are free to map out your own routes, sequence your deliveries and in every other way control the means and manner in which you deliver Deliverables.
A. Daily Delivery will use information provided by you to create or maintain your user account for the Program (“Program Account”). You will provide accurate, current, and complete information as part of your contracting process and to update your information as necessary so that it remains accurate, current, and complete at all times.
B. You will not permit any other person to access your Program Account or the Licensed Materials, including the DD app, or to perform any Services using your identity or log-in credentials. You will not use any other person’s access to Program Account or Licensed Materials, including the DD app, or perform any Services using any other person’s identity or log-in credentials. You will keep secure and confidential any password required to access your Program Account or DD app or any identification that Daily delivery provides to you in connection with the Program or DD app and you agree to accept responsibility for all activities that occur under your Program Account and associated password.
A. If you operate any Vehicle in connection with your performance of the Services, you will need to obtain and maintain, at your expense, personal automobile insurance that meets the local requirements for the Vehicle(s) that you use to perform the Services. In addition to compulsory coverages for third party personal injury (CTP), you’ll need a liability policy for third party property damage. You will provide proof of such insurance coverage to Daily delivery, upon request. You will notify Daily delivery if your insurance coverage is cancelled. Your personal automobile insurance policy may not cover commercial activity. As an independent contractor, it is your responsibility to understand the terms of your own insurance coverage and to contact your own insurance company if you have any questions.
B. You are responsible at your cost for maintaining all other insurance cover relevant to your circumstances in connection with this Agreement and the Services in each Delivery Block accepted by you. This includes without limitation workers compensation insurance (or if you are ineligible for workers compensation insurance, insurance to cover you in respect of injury, accident, death, total and permanent disability and income protection insurance).
C. It is your responsibility to decide what insurance you obtain and to seek advice if you require it. You acknowledge that you are not relying on Daily delivery to provide you with any financial or other advice including without limitation in connection with any insurance that you may hold or require. In the event that any accident or incident occurs in connection with the performance of the Services by you or which result in a claim under your insurance Coverage, you will notify Daily delivery at the earliest opportunity and you will cooperate with daily delivery and the applicable insurance company in the investigation of such accident or incident
A. Daily delivery receives and stores any information (including your photo) you enter on our website and mobile applications, while providing Services or participating in the Program, and through other interactions and communications you have with us, our mobile application or our website. Any of the Licensed Materials may provide Daily Delivery with data about your use of such Licensed Materials, your geo-location and related tracking data, including your location, movements, speed at which you are traveling, and other personally identifiable information. Whether information about your location is provided depends on the settings on your mobile phone or other device and/or the DD app. Unless you have disabled these features, you acknowledge that tracking may occur and you consent to this, and to DD collecting and using this information for all purposes connected with the Program, this Agreement or performance of the Services.
B. Daily Delivery may use any such information and share such information with third parties in connection with the Program or other products or services, including Services, offered by Daily delivery or its affiliates. Daily Delivery may disclose the information received to its affiliates and other third parties located outside of Australia for the purpose of enabling Daily delivery to administer the Program and this Agreement.
C. By submitting information to Daily Delivery during the contracting process or while providing Services and using any Licensed Materials, you expressly (i) consent to Daily Delivery collecting, using and sharing the above described data and information and (ii) waive and release Daily delivery from any and all claims, causes of action, liability or damages arising out of or in any way related to Daily delivery’s use of such data and information. If you do not provide this information or otherwise block the information from being accessible to Daily Delivery, then you may be unable to participate in the Program.
E. Subject to applicable laws, Daily delivery may release any collected data and information, including personally identifiable information, when daily delivery believes such release is appropriate or necessary to: (i) comply with the law; (ii) enforce or apply this Agreement, including Program Terms; (iii) protect the rights, property, security or safety of Daily delivery, its affiliates, daily delivery’s customers, or others; (iv) detect, prevent or otherwise address fraud, security or technical issues; or (v) prevent or stop activity which daily delivery considers to be, or to pose a risk of becoming, illegal, unethical, or legally actionable. Daily delivery may also receive information you shared with third parties, provided that such party has obtained necessary permissions or met other requirements to permit sharing the information with Daily delivery.
When you download or use apps created by Daily delivery or its affiliates, DD will receive information about your location, and your mobile device, including a unique identifier for your device. Most mobile devices provide you with information about these permissions. You have the right to choose whether or not to allow DD to receive this information however, our ability to receive this information is an important part of the performance of Services, and so if you choose to deny DD access to this information, this could affect the availability and functionality of the DD app and your participation in the Program.
F. Further details of DD's practices for handling personal information can be found in the Australian Privacy Notice including details for contacting Daily delivery with a complaint or concern or an access or correction request.
A. You may not: (i) incorporate any portion of the Licensed Materials into your own works or compile any portion of it in combination with your own works, transfer it, in whole or in part, for use with another service, or sell, rent, distribute, copy, modify, adapt, translate, reverse engineer, decompile, or disassemble, or make derivative works based on, or manipulate the Licensed Materials or any part of the Licensed Materials or otherwise sublicense or assign any rights to the Licensed Materials in whole or in part; (ii) cause or launch any programs or scripts for the purpose of surveying, manipulating or data mining any portion of the Licensed Materials or impairing or unduly affecting the operation or functionality of any aspect of the Licensed Materials; or (iii) attempt to gain unauthorized access to any portion of the Licensed Materials, including through scripts or third party applications.
B. Additional third party terms contained within or distributed with certain Licensed Materials may apply to the Licensed Materials (or software incorporated with the Licensed Materials) and will govern the use of such software in the event of a conflict with this Agreement (“ Third Party Software”). Such Third Party Software license terms will apply to the corresponding Third Party Software in lieu of this Agreement.
C. All rights not expressly granted to you in this Agreement are reserved and retained by Daily delivery or other content providers. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Daily delivery without express written consent. You may not use any meta tags or any other “hidden text” utilizing DD’s name or trademarks without the express written consent of Daily delivery. You may use the Licensed Materials only as permitted by law.
D. You will not attempt to participate or participate in the Program, or provide any Services, for the purpose of gathering information regarding the Program (including any Licensed Materials) or DD’s processes, building or operating a competitive service or a service that uses similar ideas, features, or functions as the Program (including any Licensed Materials), or copying any idea, feature, or function of the Program (including any Licensed Materials).
F. Daily delivery may offer automatic or manual updates to the Licensed Materials at any time and without notice to you.
H. Daily Delivery LICENSES THE LICENSED MATERIALS TO YOU “AS IS” AND MAKES NO WARRANTIES OF ANY KIND REGARDING THE LICENSED MATERIALS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) DAILY DELIVERY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, TITLE, OR FITNESS FOR A PARTICULAR PURPOSE; (ii) DAILY DELIVERY DOES NOT WARRANT THAT THE LICENSED MATERIALS WILL MEET YOUR REQUIREMENTS OR WILL OPERATE UNINTERRUPTED, ERROR FREE, OR PROVIDE ACCURATE, COMPLETE, OR UP-TO-DATE INFORMATION; AND (iii Daily delivery will not be responsible for any loss, damage, or claim caused by or attributable to any defect or deficiency in any LICENSED MATERIALS.
I. If you provide any suggestions, comments, ideas, improvements, or other feedback relating to the Program, or the Licensed Materials to Daily delivery, you assign to Daily delivery all right, title and interest in and to the same and will provide any assistance Daily delivery may require to document, perfect, and maintain these rights, and Daily delivery will be free to use, disclose, reproduce, modify, license, transfer, and otherwise distribute and exploit any of the foregoing.
J. All content included in or made available through Licensed Materials or the Program such as text, graphics, logos, button icons, images, and audio clips, digital downloads, data compilations, and software is the property of Daily delivery. The compilation of all content included in or made available through any Licensed Materials or the Program is the exclusive property of Daily Delivery.
A. You will use all information: (i) concerning DD’s customers, including names and addresses and (ii) that would be treated as “personal information” under Australian law, provided to you or learned by you during performance of Services (collectively, “Personal Information”), solely for the purpose of providing Services using the DD app and will not contact DD’s customers using Personal Information for any reason unless directly related to providing Services. You will comply with all instructions Daily delivery provides in respect of the processing of Personal Information, and you will maintain appropriate security measures to prevent unauthorized use or disclosure of Personal Information and will keep confidential and not share Personal Information with any third party unless expressly permitted under this Agreement. You must not use or disclose any confidential information or Personal Information about Daily delivery's customers other than as necessary in the proper performance of the Services, as required by law or to receive confidential legal advice. You will return all Personal Information to Daily delivery promptly following a request from Daily Delivery. As between you and Daily delivery, all Personal Information is and will remain the exclusive property of Daily delivery, and you will not disclose, share, transfer, rent, barter, trade, or sell Personal Information and will not develop lists of or aggregate Personal Information. For the avoidance of doubt, the contents of Deliverables tendered by Daily delivery to you are Personal Information.
B. If you are required by any governmental authority to disclose the contents of any Deliverable, you will promptly notify Daily Delivery of such requirement. Daily Delivery will not provide any Personal Information in connection with any disputes or claims between you and Daily delivery’s customers, nor will any Daily delivery customers be contacted or called to testify by you in connection with any dispute or claim between you and Daily delivery.
A. Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. Daily delivery may deduct or withhold any taxes that daily delivery may be legally obligated to deduct or withhold from any amounts payable to you under this Agreement, and payment to you as reduced by such deductions or withholdings will constitute full payment and settlement to you of amounts payable under this Agreement. Throughout the term of this Agreement, you will provide Daily delivery with any forms, documents, or certifications as may be required for Daily delivery to satisfy any information reporting or withholding tax obligations with respect to any payments under this Agreement.
B. Terms defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) have the same meaning when used in this clause.
C. Unless expressly stated otherwise, any consideration payable or to be provided or amount used in the calculation of a sum payable under this Agreement has been determined without regard to GST and must be increased on account of any GST payable under this clause. If any GST is payable on any taxable supply made under this Agreement to the recipient by the supplier, the recipient must pay an amount calculated by multiplying the consideration (excluding the amount payable as GST) for the relevant taxable supply by the prevailing GST rate (“GST Amount”) to the supplier at the same time and in the same manner of making payment of any consideration on which the GST is calculated. Unless otherwise agreed, the supplier must provide a tax invoice or adjustment note (as the case may be) as a precondition for payment by the recipient of the GST Amount. If at any time an adjustment is made between the supplier or any other payer of GST and the relevant taxing authority on account of GST on any supply made or any other matter or thing done under or in connection with this Agreement by the supplier, a corresponding adjustment must be made as between the supplier and the recipient and additionally, any payment required to give effect to that adjustment must be made.
A. A party does not waive any right under any provision of this Agreement, including Program Terms, by failing to insist on compliance with, or by failing to exercise any right under, the applicable provision. Any waivers granted under this Agreement are effective only if recorded in a writing signed by the party granting such waiver. The section headings of this Agreement, including Program Terms, are for convenience only and have no interpretive value.
B. You will not assign, subcontract, or delegate any of your rights or obligations under this Agreement, or your Program Account, without DD’s prior written consent. Any attempt by you to assign, subcontract, or delegate in violation of this Agreement will be null and void. You agree that we may assign or transfer our rights and obligations under this Agreement: (a) in connection with a merger, consolidation, acquisition or sale of all or substantially all of our assets or similar transaction; or (b) to any Affiliate or as part of a corporate reorganization; and effective upon such assignment, the assignee is deemed substituted for Daily Delivery as the party to this Agreement. Subject to that restriction, this Agreement will be binding on, inure to, and be enforceable against the parties and their respective successors and assigns. We may perform any of our obligations or exercise any of our rights under this Agreement through one or more of our Affiliates.
C. If you perform the Services in New South Wales or Victoria, you will receive information about the rates that are published under applicable owner driver legislation. Such information does not form part of this Agreement. The Service Fees payable to you under this Agreement are the only amounts payable to you for or in relation to the performance of the Services and are payable solely in accordance with Section 3. If at any time you are entitled to a payment or other benefit as a result of providing the Services, whether under legislation, an industrial instrument or otherwise (“Minimum Entitlements”), you agree that the Service Fees and any benefits provided to you under this Agreement are provided to you in satisfaction of any Minimum Entitlements.
By accepting this agreement, by (1) clicking a box indicating acceptance or (2) executing an order form or addendum that references these terms, RETAILER agrees to the terms of this agreement.
If the individual accepting this agreement is accepting on behalf of a company or other legal entity, such individual represents that they have the authority to bind such entity and its affiliates to these terms, in which case the term "merchant" shall refer to such entity and its affiliates. If the individual accepting this agreement does not have such authority, or does not agree with these terms and conditions, such individual must not accept this agreement and may not use the services.
The whole purpose of our existence is to connect you and your local customers through our platform where you can showcase all the products and services your stores are offering on a daily basis. We believe in giving you total control over your sales and rewarding you for all the hard work you put in day in and day out to serve the community. This platform has been created to give wings to those products that end up in our landfills rather than our kitchen table. An opportunity for our local retailers to showcase their specials and give them a platform so that you get the support from the community in your journey to serve them. To use Daily Delivery, you’ll need to agree to the terms of service stated below.
These Daily Delivery Retailers Terms and Conditions ("Terms") are hereby accepted and agreed to by the company identified within the Daily Delivery sign-up process ("Retailers or "You"), and constitute a legally binding agreement by and between retailers and Kwik Win Technologies T/A Daily Delivery. Upon acceptance of these Terms, retailers may request access to the Marketplace. Such request shall indicate Retailer’s acceptance of any applicable Sales Channel terms and/or terms for additional product services. Retailer’s access to and use of our Services and Tools (as defined below) is subject to the Agreement and may be modified or updated by Daily Delivery team from time to time, effective upon posting an updated version of these Terms and/or an applicable Product or Sales Channel Addendum on the Daily Delivery website. Retailer is responsible for updating contact information and regularly reviewing the Terms and any applicable Product or Sales Channel Addendum for updates and information from Daily Delivery Team. Continued use of the Daily Delivery Services after any such modifications or updates shall constitute Retailer’s consent to such changes.
Daily Delivery and its affiliates make available certain proprietary technology services that facilitate the marketing, sale and fulfilment of orders for groceries, food, beverages and other products ("Items") from retailers to Customers (as defined below), including on-demand lead generation, payment processing, marketing, advertising and promotional services, proprietary information services, on boarding, operational and other support services (“Daily delivery services”).2.2 Retailer’s use of our Technology.
In connection with the Daily Delivery Services, We and our affiliates may also make available to retailers a website, mobile application or other technology interface for retailers to access and use the daily delivery Services (collectively, the "Daily Delivery Tools"), which may include Daily Delivery and its affiliates’ proprietary technology platform referred to as Retailer’s Dashboard, through which insights and analytics regarding Retailer’s performance and history using the Daily Delivery Services are provided, and Daily Delivery and its affiliates’ proprietary technology platform referred to as Retailer’s Profile/Dashboard, through which Retailer may, among other things, receive, accept and fulfil requests for Items from Customers.2.3 Daily Delivery App.
Daily Delivery and its affiliates may also make available to Customers its proprietary technology that enables Customers to purchase Items from Retailer and request delivery services for said Items from Delivery People (as defined below), who retrieve such Items from Retailer and deliver such Items to such Customers ("Daily Delivery App"). Delivery People are independent contractors, and as such, they reserve the right to refuse to accept any Item in their sole discretion.2.4 Sales Channels.
Retailer may request access to sell and deliver Items via various services provided by Daily Delivery: Marketplace, Pick up, and Retailer Managed Delivery (each, a "Sales Channel" described in more detail below). By electing to use a Sales Channel, Retailer agrees to accept any relevant Sales Channel Addenda as follows:
i) Marketplace: Retailer may sell Items through the "Marketplace Sales Channel," whereby Retailer’s Items are presented in the Daily Delivery App to Customers who access and request on-demand delivery services provided by Delivery People as defined herein.
ii) Pick up: Retailer may sell Items through the through the "Pick up Sales Channel," whereby Retailer’s Items are presented on the Daily Delivery App to Customers for pick-up at Retailer’s Location (i.e., without the use of a Delivery Person). For the avoidance of doubt, the provisions relating to Delivery People in the Terms will not apply to the sale of Items through this Pick up Sales Channel.
iii) Retailer Managed Delivery: Retailer may sell Items through the "Retailer Managed Delivery Channel," whereby Retailer’s Items are presented on the Daily Delivery App to Customers who access and request on-demand delivery services provided by Retailer Managed Delivery Staff i.e., employees, contractors, workers or agents of Retailer who provide delivery services on Retailer’s behalf, arranged independently of Daily Delivery and its affiliates. Additional Retailer Managed Delivery Sales Channel Addendum terms apply.2.5 Products or Services.
i) VIRTUAL STOREFRONT: Daily Delivery may provide Retailers with a separate and additional service within the Daily Delivery App ("Virtual Storefront") through which Retailer may sell Special Items (as defined in the VS Product Addendum) to Customers. Additional Virtual Storefront Product Addendum terms apply.
Subject to the terms and conditions of this Agreement, Daily Delivery and its affiliates will make available the applicable Daily Delivery Services to Retailer, solely for use by Retailer at locations that are owned and operated by Retailer (each, a "Location"). Retailer shall provide Daily Delivery current and accurate Location information throughout the Term of this Agreement. In connection with the provision of Daily Delivery Services to Retailer, Daily Delivery and its affiliates, on behalf of Retailer, may respond to complaints by Retailer’s customers (“Customers”) about Items sold by Retailer via the Daily Delivery App. In addition, Daily Delivery may make available certain Daily Delivery Tools to Retailer, and Retailer may access and use those Daily Delivery Tools solely in connection with Retailer’s use of the Daily Delivery Services. For the avoidance of doubt, as between Retailer and Daily Delivery, Daily Delivery will retain sole and absolute control over the Daily Delivery App (and all elements of the user experience and user interface relating to the Daily Delivery App), including with respect to: (i) the personalization of the Daily Delivery App for Customers; (ii) the prioritization and display of options available to Customers; (iii) the search functionality and results provided to Customers; (iv) the order fees charged to Customers for the delivery services provided by Delivery People; and (v) adding, removing or otherwise modifying any feature or functionality made available through the Daily Delivery App to optimize reliability or efficiency on the Daily Delivery App.3.2 Technology, Not Delivery, Services.
Retailer agrees neither Daily Delivery nor its affiliates provide any delivery services. Rather, Daily Delivery provides technology services that both (i) enable Retailer to connect with Customers who may purchase Items from Retailer and (ii) enable Delivery People to seek, receive and fulfil on-demand requests for delivery services by or on behalf of Customers seeking delivery services. Delivery People perform their delivery services for (and are paid by) the Customers, and not Merchant. "Delivery Person" is defined as an independent contractor that intends to seek, receive and fulfil on-demand requests for delivery services using Daily Delivery’s proprietary technology under license from Daily Delivery or its affiliates.
Retailers will make Items available for purchase through the Daily Delivery App ("Available Items") during its normal business hours and ensure the Available Items menu is accurate.. Retailer will prepare, handle and store all Items in accordance with applicable laws and regulations, including without limitation all laws, rules and regulations governing time or temperature controls required for food safety (“Food Safety Standards”). Retailer will determine any quality, portion, size, ingredient or other criteria that apply to Items (“Criteria”) and Retailer is responsible for ensuring that all Items meet the applicable Criteria. If Retailer fails to prepare Items in accordance with Food Safety Standards or if any Item fails to meet the Criteria (each, a “Substandard Item”), Daily Delivery may, in its sole discretion, remove such Item from the Daily Delivery App. Items that contain (or may contain) an endangered species may not be made available for purchase through, and will be removed from, the Daily Delivery App. Retailer represents and warrants that all nutritional information for Items, including calorie count or allergen information, that is made available through the Daily Delivery App is, and at all times will remain, accurate. In addition, Retailer will ensure that the contents of its menu (including any notifications about ingredients, nutritional information, allergen information, etc.) are accurate and comply with all applicable laws and regulations.4.2 Product and services Responsibility.
Retailer acknowledges and agrees that neither Daily Delivery nor the Delivery Person takes title to any Item at any time. Notwithstanding, Retailer shall be responsible for any reimbursement costs related to Customer refunds for Substandard Items or other related issues within Retailer’s control (including any costs associated with retrieving any such Substandard Items or otherwise unsatisfactory Item(s), if applicable)), including by way of example, missing or incomplete Items, Items not cooked thoroughly, and Items not prepared in accordance with Retailer’s internal standards. Daily Delivery may, in its sole discretion, deduct reimbursement costs from the payment Daily Delivery remits to Retailer in accordance with this Section 4. To the extent required by applicable law, and only for the purpose of the expedited provision of Items, Items are sold to Customers under Retailer’s retail and food delivery license privileges.4.3 Devices (Android POS).
If Daily Delivery supplies an Android POS or other mobile device ("Device") to Retailer to use in connection with the availability of Items via the Daily Delivery App, Retailer agrees that: (i) Device(s) may only be used for the purpose of accepting orders via the Daily Delivery App, and (ii) Device(s) may not be transferred, loaned, sold or otherwise provided in any manner to any third party. Devices(s) will at all times remain the property of Daily Delivery and/or its affiliates, and upon expiration or termination of the Agreement, or the extended absence of all of Retailer’s location(s) from the Daily Delivery App for longer than forty-five (45) days, Retailer will return all applicable Device(s) to Daily Delivery within ten (10) days. If Retailer receives a wireless data plan for the Device, Daily Delivery may require a weekly reimbursement Retailer for the costs associated with the wireless data plan of each applicable Device. Retailer agrees that the loss or theft of a Device, the failure to timely return a Device, or any damage to a Device outside of normal wear and tear, may result in a fee (“Damage Fee”). Retailer agrees that Daily Delivery may deduct the reimbursement or Damage Fee from the Item Revenue prior to remittance of such Item Revenue to retailer.4.4 Restrictions.
In connection with the access to and use of the Daily Delivery Services and Daily Delivery Tools, Retailer will not (and will not allow any third party to): (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms used to provide the Daily Delivery Services (except to the extent applicable law prohibits reverse engineering restrictions); (ii) provide, lease, lend, disclose, or otherwise use or allow others to use, in each case, for the direct benefit of any third party, the Daily Delivery Tools or Daily Delivery Services (except as otherwise authorized by Daily Delivery); or (iii) possess or use, or allow the transfer, transmission, export, or re-export of any software or portion thereof in violation of any export control laws or regulations administered by the Australian Commerce Department, Australian Treasury Department's Office of Foreign Assets Control, or any other government agency. Retailer will not (and will not allow any third party to) use the Daily Delivery Services or any other transactional, operational, performance or other data or information that is related to the sale of Items to Customers through the Daily Delivery App to directly or indirectly compete with Daily Delivery or its affiliates or the Daily Delivery Services. Furthermore, orders cannot weigh (in the aggregate) more than 15 Kilograms. The following restricted Items may not be featured or sold via the Daily Delivery App: people or animals of any size, illegal items, alcohol, fragile items, dangerous items (like weapons, explosives, flammables, etc.), stolen goods, Items containing endangered species or any items that Retailer does not have permission to send.4.5 Tips.
For the sale of Items via the pickup and retailer Managed Delivery Sales Channels, unless otherwise selected by Retailer, Retailer agrees to allow Customers to provide tips through the Daily Delivery App. Daily Delivery shall remit to Merchant the full value of any Tips provided by Customers. It is the sole responsibility of the Retailer to comply with all applicable laws (including tax, social security and employment laws where applicable) regarding the distribution of any tips.
For each Item sold by Retailer via the Daily Delivery App, Retailer will pay Daily Delivery as follows: the Retail Price (as defined below) of all Items that Retailer sells via the Daily Delivery App (excluding any Sales Tax collected on Retailer’s behalf) multiplied by the applicable fee percentage for the Sales Channel used to sell each such Item ("Fee"). The Fee does not include any applicable taxes or other fees. Daily Delivery will remit to Retailer the total Retail Price collected for all products and services retailer sells via the Daily Delivery App (including any Sales Tax and other fees collected on its behalf) less: (a) the applicable retained Fee; and (b) any refunds given to Customers (such final remitted amount being “Item Revenue”). All Item Revenue that is duly owed to retailer will be remitted within fourteen (14) business days of the sale of the Item. Subject to the foregoing, Daily Delivery will typically make such payment on a weekly basis.
Unless otherwise agreed to by the parties, the Fee shall be calculated as follows:
i) Marketplace Sales Channel: Daily Delivery will charge Retailer a fee percentage of 20% for each Item sold via the Daily Delivery App through the Marketplace Sales Channel;
ii) Pickup Sales Channel: Daily Delivery will charge retailer a fee percentage of 15% for each Item sold via the Daily Delivery App through the Pickup Sales Channel;
iii) Retailer Managed Delivery Sales Channel: Daily delivery will charge Merchant a fee percentage of 15% for each Item sold via the Daily Delivery App through the Retailer Managed Delivery Sales Channel. Further, Daily Delivery will charge Retailer a Fee of 20% for each Item sold via the Daily Delivery App through the Marketplace Sales Channel.
All Fees under this Agreement will be paid in Australian Dollars. Daily Delivery or its affiliates will deduct the Fee from the payment Daily delivery collects on Retailer’s behalf, as detailed in Section 5.3 below. Daily Delivery reserves the right to suspend Retailer’s ability to make Items available for purchase by Customers through the Daily Delivery App if Retailer’s account is in arrears. If you are paid for an Item, you are responsible for the Fee even if a Delivery Person is unable to complete the delivery of such Item. Except as may be expressly agreed in this Agreement, each party will be responsible for its expenses and costs during its performance under this Agreement.5.2 Activation Fee.
Unless otherwise agreed to by the Parties, in consideration of Daily Delivery’s work to activate Retailer on the Daily Delivery App, Retailer will pay to Daily Delivery a Fee of $350.00 ("Activation Fee"). Retailer agrees that Daily Delivery may deduct the Activation Fee from Retailer's Item Revenue.5.3 Retail Prices; Taxes; Other Fees.
Retailer is responsible for determining and setting the retail price for each Item to be made available for sale via the Daily Delivery App (the "Retail Price"). As the Retailer of Record, Retailer is the “retailer” or “seller” of all Items and is solely responsible for the collection and remittance of all applicable Sales Taxes and other fees. The term “Sales Tax” includes any sales, sellers use, transaction privilege, privilege, general excise, gross receipts, Item taxes and similar transaction taxes. For the sake of clarity, the Retail Price for each Item excludes Sales Tax or any other fees. Retailer is solely responsible for determining all applicable Sales Tax and other fees and identifying and informing Daily Delivery of the appropriate Sales Tax and other fee amount for Daily Delivery to charge Customers on Retailer’s behalf for Items available on the Daily delivery App. Further, Retailer expressly authorizes Daily Delivery, at Retailer’s direction, to collect such Sales Taxes and other fees on Retailer’s behalf. Notwithstanding the foregoing, from time to time Daily Delivery may request that Retailer review Sales Taxes and other fees provided to Daily Delivery and certify that such Sales Taxes and other fees comply with applicable law or regulation. If Daily Delivery determines that Sales Taxes and other fees determined by Retailer are not in accordance with (or in violation of) any law or regulation, Daily Delivery expressly reserves the right to, upon prior notice to Retailer: (a) adjust Sales Tax and other fees collected on behalf of Retailer, (b) remove affected Items from Retailer’s menu on the Daily Delivery Platform, and/or (c) deactivate Retailer from the Daily Delivery Platform. To the extent that applicable Sales Tax and other fees are not determined by Retailer, Retailer expressly authorizes Daily Delivery to make such determination on its behalf and Retailer hereby acknowledges and agrees that Daily Delivery will have no liability for the accuracy of any such determination. Certain legislation applying to state administered sales taxes, commonly known as “marketplace facilitator” laws (“Marketplace Facilitator Laws”) may require Daily Delivery to collect and remit Sales Taxes directly to the taxing authority. In jurisdictions with Marketplace Facilitator laws in effect (each a “Marketplace Facilitator Jurisdiction” beginning the effective date of such legislation), Daily Delivery may determine, as of a date specified by Daily Delivery (“Switchover Date(s)”), the amount of applicable Sales Tax which Daily Delivery will collect and remit to the taxing authority based on Item descriptions provided by Retailer. For the avoidance of doubt, for each Marketplace Facilitator Jurisdiction: (i) Daily Delivery will continue to collect Sales Taxes on behalf of, and remit Sales Taxes to, Retailer until the applicable Switchover Date and (ii) beginning on the applicable Switchover Date, any covered Sales Taxes will be collected by Daily Delivery and remitted to the applicable tax authority on Daily Delivery’s own account, and not on behalf of Retailer.5.4 Pricing
Notwithstanding anything to the contrary in this Section 5, Retailer may not make any Item available to Customers through the Daily Delivery App at a price that is higher than the price that Retailer charges in-store for similar Items. Retailer agrees that they will not make an Item available under this Agreement at a price higher than the amount Retailer is charging for similar Items through any comparable platform for delivery services.5.5 Appointment of Limited Payment Collection Agent.
Daily Delivery may provide Retailer aggregate information regarding the number of Items picked up by Delivery People and sold by Retailer to Customers pursuant to an Agreement. Daily Delivery will also provide reasonable information regarding any refunds given to Customers, including the date of the transaction, the Item ordered, the reason for the refund and any other information Daily Delivery is permitted to provide under applicable privacy laws and terms with Customers. To the extent applicable, Retailer agrees that Daily Delivery may share Retailer’s transactional data regarding ordered products and services, including sales data, with Retailer’s parent company or Franchisor.
We are in this together. Daily delivery is here to enhance your business and give them more opportunities to reach out to the locals. Subject to this Agreement, each party here by grants to the other party (and, in the case of Daily delivery, to its affiliates) a limited, non-exclusive and non-transferable license during the Term to use such party’s respective customers in the territory, on a royalty-free basis, in connection with the activities related to this Agreement or any other activities relating to the DD Services. For purposes of this Agreement, the term "customers" will mean the goodwill you have created in the market to get all those customers, service marks, trade names, copyrights, logos, slogans, content, media, materials, identifying symbols and indicia of the applicable party. All uses of a party’s goodwill in the market by the other party will be in the form and format specified or approved by the retailers. Other than as specifically set forth in this Agreement, neither party will use the other party’s customers without the prior, express, written consent of the other party (by email is sufficient). For the avoidance of doubt, however, any use or display of retailer’s logo by DD or its affiliates in connection with making Items available through the Daily Delivery App in the ordinary course of business will not require any such prior, express, written consent. Retailers further agrees that any use or display of Daily Delivery’s logo will conform to the current version of Daily delivery. All goodwill related to the use of a retailer’s logo by the other party will inure to the benefit of the owner of such logos. Except as expressly set forth herein, neither party will be deemed to grant the other party any license or rights under any intellectual property or other proprietary rights. All rights not granted are expressly reserved. Without limiting anything in the Agreement, Retailer represents and warrants that Retailer’s logo do not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. Retailer agrees that Daily Delivery or its affiliates may remove Retailer’s logo from the DD App if Daily delivery or its affiliates receive notice or otherwise reasonably believe that such Retailer’s Logo may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.7.2 Copying.
EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO COPYING OF TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT TO THIS AGREEMENT. Any copying activities relating to any technology, content, media or other intellectual property must be the subject of a separate written agreement between Daily Delivery and Company prior to the commencement of any such activities.7.3 Promotional Activities.
Daily Delivery and its affiliates may showcase the availability of Retailer’s products and services via the DD App through various promotional activities (e.g., through social media channels, websites, advertisements, or blogs). Daily Delivery (or a party designated by DD acting on DD’s behalf) may take video and still images for marketing and other efforts related to the DD’s App. Both Retailers and Daily delivery and its associates agrees that Photographs (including all intellectual property rights therein) can be used for promotional activities and there will not be any limitations to the usage. Additionally, Merchant may provide videos, still image or other materials to Daily Delivery or its affiliates for use in connection with the display of Retailer’s Items on the DD App or the marketing and promotion of Daily Delivery and the availability of your products and services via the DD App. Retailer hereby grants Daily Delivery and its affiliates a non-exclusive, perpetual, fully paid-up and royalty free license to use and display such Retailer Marketing Materials in connection with Retailer’s Items and other promotional activities relating to DD’s Services. Without limiting anything in the Agreement, Retailer represents and warrants that the Retailer Marketing Materials do not infringe, misappropriate, or otherwise violate any third party’s intellectual property or other proprietary rights. To the extent that the Retailer Marketing Materials contain any third party materials, Retailer is solely responsible for and will secure any and all rights, licenses, consents and permissions necessary for Daily Delivery to be able to use the Retailer Marketing Materials in accordance with this Section. Retailer agrees that Daily Delivery or its affiliates may remove Retailer Marketing Materials from DD App if we receive notice or otherwise reasonably believe that such Retailer Marketing Materials may infringe, misappropriate, or otherwise violate any intellectual property or other proprietary rights.7.4 Specials.
"Special(s)" means short-term offers that are available through DD App to stimulate Customer demand. When a Special is successfully applied to an order, Retailer authorizes Daily delivery to charge Customers for the post-Promotional value of an Item (not including taxes and applicable fees). Subject to DD App functionality, we may, at its sole discretion, provide enhanced Special placement or other visual treatment for a Special. DD or its affiliates will not have any control over your specials. Retailers are solely responsible for their promotional activities. If you have any concerns please feel free to contact the customer service by sending us an email at firstname.lastname@example.org Publicity.
Except as may be expressly set forth in this Agreement or otherwise agreed by the parties in writing, neither party may issue a press release or otherwise refer to the other party in any manner with respect to this Agreement or otherwise, without the prior written consent of such other party.
"Proprietary Information" means any confidential, proprietary or other non-public information disclosed by or on behalf of one party (“Discloser”) to the other (“Recipient”), whether disclosed verbally, in writing, or by inspection of tangible objects, and includes transactional, operational, performance and other data or information that is related to the sale of Retailer’s products and services to Customers through the DD App and the terms and conditions of this Agreement. Proprietary Information will not include information that: (i) was previously known to the Recipient without an obligation of confidentiality; (ii) was acquired by the Recipient without any obligation of confidentiality from a third party with the right to make such disclosure; or (iii) is or becomes publicly available through no fault of the Recipient. Each Recipient agrees that it will not disclose to any third parties other than Representatives, or use in any way other than as necessary to perform this Agreement, the Discloser’s Proprietary Information. Each Recipient will ensure that Proprietary Information will only be made available to Recipient’s affiliates and Recipient’s and Recipient’s affiliates officers, directors, employees and agents who have a need to know such Proprietary Information and who, prior to any disclosure of such Proprietary Information, are bound by written obligations of confidentiality with respect to such Proprietary Information that are no less stringent than those set forth in this Agreement (each, a “Representative”). Recipient will cause its Representatives to comply with the terms of this Agreement and will be solely responsible for any breach of this Agreement by any of its Representatives. Each Recipient will not, and will not authorize others to, remove or deface any notice of copyright, trademark, logo, legend, or other notices of ownership from any originals or copies of the Discloser’s Proprietary Information. The foregoing prohibition on use and disclosure of Proprietary Information will not apply to the extent: (i) the Discloser has authorized such use or disclosure (and Retailer hereby authorizes DD and its Affiliates to disclose the terms of this Agreement to Retailer’s franchisees and/or franchisor as applicable in connection with executing contracts that reference this Agreement) and (ii) a Recipient is required to disclose certain Proprietary Information of the Discloser as a matter of law or by order of a court, provided that the Recipient gives the Discloser prior written notice of such obligation to disclose and reasonably assist in obtaining a protective order prior to making such disclosure. Upon expiration or termination of this Agreement and as requested by Discloser, each Recipient will deliver to the Discloser (or destroy at the Discloser’s election) any and all materials or documents containing the Discloser’s Proprietary Information, together with all copies thereof in whatever form.8.2 Privacy.
Retailer agrees to use, disclose, store, retain or otherwise process Personal Data solely for the purpose of providing products and services under this Agreement. Retailer will maintain the accuracy and integrity of any Personal Data provided by DD and in Retailer’s possession, custody or control. Retailer agrees to retain Personal Data provided to Retailer by DD solely by using the software and tools provided by DD. "Personal Data" means any information obtained in connection with this Agreement (i) relating to an identified or identifiable natural person; (ii) that can reasonably be used to identify or authenticate an individual, including name, contact information, precise location information, persistent identifiers, and (iii) any information that may otherwise be considered “personal data” or “personal information” under the applicable law.8.3 Passwords.
Retailer is responsible for maintaining the integrity of information related to Retailer’s access and use of the DD Tools and related DD Services, including any password, login or key information. Retailer represents and warrants that Retailer will not share such information with any third party.8.4 Data Re-Identification Restriction.
Without limiting any other provision of this Agreement, including any provision in this Section 8, Retailer will not merge any of the data collected or otherwise obtained in connection with this Agreement, including any Personal Data, with other data collected from any source or otherwise use any of the data collected or otherwise obtained in connection with this Agreement, including any Personal Data, for the purpose of re-identification, targeted marketing, or any other similar purpose.8.5 Feedback.
Retailer may, but is not obligated to, provide or otherwise make available to DD or its affiliates certain feedback, suggestions, comments, ideas, or other concepts relating to DD’s and its affiliate’s products and services ("Feedback"). However, to the extent that Retailer provides or otherwise makes available Feedback to DD or its affiliates, Retailer hereby grants to DD and its affiliates a perpetual, irrevocable, worldwide, royalty free, fully sub licensable right to use and otherwise exploit such Feedback.
Retailer acknowledges and agrees that, after receiving Item(s), a Customer may be prompted by the DD App to provide a rating of such Item(s) and, at such Customer’s option, to provide comments or feedback related to the Customer’s experience with Merchant and the relevant Item(s) on the DD App ("Customer Feedback"). DD and its affiliates reserve the right to use, share, and display Customer Feedback in any manner in connection with the business of DD and its affiliates without attribution to or approval of Retailer. Retailer acknowledges that DD and its affiliates are distributors (without any obligation to verify) and not publishers of Customer Feedback, provided that DD 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 Data, violate any privacy or other applicable laws, or DD’s or its affiliates’ content policies.
Each party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with or performing under this Agreement; (iv) it will comply with all applicable laws and regulations in the performance of this Agreement and any activities hereunder (including all applicable consumer protection, data protection and privacy laws and, in the case of retailer, all applicable Food Safety Standards); and (v) the goodwill/logo used or provided by one party to the other pursuant to this Agreement shall not infringe or otherwise violate the intellectual property rights, rights of publicity, or other proprietary rights of any third party. In addition, retailer further represents and warrants that to the extent retailer has franchisees who participate in any activities under this Agreement, retailer will ensure that such franchisees will comply with, and be subject to, the applicable provisions of this Agreement when participating in such activities.10.2 Disclaimer.
Except as set forth herein, each party makes no representations, and hereby expressly disclaims all warranties, express or implied, regarding its services or products or any portion thereof, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance.
Each Party ("Indemnifying Party") will indemnify, defend and hold harmless the other, its affiliates and respective directors, officers, employees and agents (the "Indemnified Party") from and against any and all claims, damages, liabilities, causes of action, and losses (including reasonable attorney's fees) (collectively, "Losses") with respect to any third party claim arising out of or related to: (i) the negligence or wilful misconduct of the Indemnifying Party or its employees or agents in their performance of this Agreement; (ii) any claims that, if true, would be a breach of any of the Indemnifying Party's representations, warranties or covenants in this Agreement; or (iii) any claims that the goodwill/logo provided by the Indemnifying Party infringe a third party's intellectual property rights, to the extent the Indemnified Party used such logos in accordance with the manner approved by the Indemnifying Party. In addition, you will indemnify, defend and hold harmless the DD Indemnified Parties from and against any and all Losses with respect to any third party claim arising out of or related to: (A) Retailer's violation or alleged violation of any applicable retail food or other health and safety code, rule or regulation; (B) Retailer's failure to determine the applicable Sales Tax and other fees charged, except to the extent relating to sales in Marketplace Facilitator Jurisdictions; (C) Retailer's failure to apply correct sales tax rates, including those rates adjusted by DD on Retailer behalf, except to the extent relating to sales in Marketplace Facilitator Jurisdictions; (D) Retailer's failure to provide accurate descriptions of Items in Marketplace Facilitator Jurisdictions; or (E) Sales Tax, other fees, penalties, interest and other costs related to retailers obligations, except in the case of each of (A)-(E) above, to the extent such harm was directly caused by the gross negligence or wilful misconduct of DD or its employees, agents or Delivery People.11.2 Procedure.
We will provide retailers prompt written notice of any potential claim subject to indemnification hereunder. You will assume the defence of the claim through counsel you designate, however, such counsel must be reasonably acceptable to the Indemnified Party. You will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defence of a claim, at Indemnifying Party’s expense.
Except for liability arising from a party’s gross negligence, wilful misconduct, indemnification obligations or a breach of confidentiality obligations: (a) in no event will either party be liable for any claim for any indirect, wilful, punitive, incidental, exemplary, special or consequential damages, for loss of business profits, or damages for loss of business of retailer or any third party arising out of this agreement, or loss or inaccuracy of data of any kind, whether based on contract, tort or any other legal theory, even if such party has been advised of the possibility of such damages; and (b) each party’s total cumulative liability of each and every kind under this agreement will not exceed $1000. The foregoing limitation of liability and exclusion of certain damages will apply regardless of the success or effectiveness of other remedies.
During the Term and for one (1) year thereafter, each party will maintain Commercial General Liability and, if required by law, Worker’s Compensation insurance. The Commercial General Liability insurance policy limits will be One Million Dollars ($1,000,000) combined single limit per occurrence for bodily injury, death and property damage liability, and Two Million Dollars ($2,000,000) in aggregate. In addition, Daily delivery agrees to maintain Commercial Automobile Liability insurance with limits of One Million Dollars ($1,000,000) per accident for bodily injury or property damage arising out of the ownership, maintenance or use of owned, hired, and non-owned vehicles. All policies will be written by reputable insurance companies with a Best’s policyholder rating of not less than A-. Such insurance will not be cancelled or materially reduced without thirty (30) days’ prior written notice to the other party. Upon a party’s request, the other party will provide evidence of the insurance required herein. In no event will the limits of any policy be considered as limiting the liability of a party under this Agreement.
This Agreement will commence on the Effective Date and, unless earlier terminated as provided below, will continue for a period of one (1) year from the Effective Date ("Initial Term") and will automatically renew for successive one (1) year periods (each, a “Renewal Term” and together with the Initial Term, the “Term”). Either party may terminate this Agreement, in whole or in part (i.e., with respect to any Sales Channel), in the event of a material breach by the other party with two (2) days’ prior written notice thereof by the non-breaching party. Either party may terminate this Agreement, in whole or in part (i.e., with respect to any Sales Channel), at any time without cause by giving sixty (60) days’ prior written notice of termination to the other party, with the exception being that should either party attempt to terminate this Agreement during an active Promotion period, such termination will not take effect until such Promotion period has ended. Notwithstanding the foregoing, the termination of this Agreement will not relieve either party of its obligations to fulfil any promotional offer that has been redeemed by Customers in accordance with its terms.
Any and all notices permitted or required to be given here under will be sent to the address 15 Gracehill Mews Cranbourne VIC 3977. We will respond to you within 2 business days of receiving the document.
Retailer will not, in its use of the DD Services or the DD Tools under this Agreement, discriminate against any customer, employee, contractor or other person or individual on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between DD and retailer. Retailer acknowledges and agrees that upon DD’s receipt of evidence of Retailer’s discrimination under any of these categories, DD will have the right to immediately terminate this Agreement following notice to Retailer.
Products may vary from store to store and are subject to availability. Savings calculated based on supplier suggested retail and not necessarily previous in store price. Always read the label. This medicine ‘product may not be right for you. Read the label/instructions for use before purchase. Follow the directions for use. If symptoms worsen or change unexpectedly, talk to your health care professional. Vitamin supplements are in no way superior to and should not be replaced a balance diet. Derived from seafood.
We support the responsible service of alcohol. Available in each state from date specified in sale unless sold out prior. Savings are based on stores standard selling prices. Multi buy offers apply to the quantity advertised only. Limit rights reserved. Specials may not be available in all stores. Wine varieties in stock may vary by store. Wine is 750ml unless otherwise stated. At this great price no further discounts apply.
This Agreement is governed by Australian Laws, and all payments issued under this Agreement must be in Australian dollars. Retailer agrees to receive calls, SMS messages and other communications, including those made available by autodialer, sent by or on behalf of DD or its affiliates. In this Agreement, “**including” means “including, without limitation,” and examples are illustrative and not the sole examples of a particular concept. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, will not be construed as a waiver of such provision or option and will in no way affect that party’s right to enforce such provisions or exercise such option. This Agreement may not be assigned, transferred, delegated or subcontracted, in whole or in part, by a party without the prior written consent of the other party, provided that each party may assign this Agreement, upon written notice to the other party, (a) to an affiliate of such party, or (b) in connection with the sale of all or substantially all of such party’s equity, business or assets to which this Agreement relates; provided that in the event of any such transfer by Retailer, Retailer explicitly consents that any such transferee will have access to and control of all Retailer accounts related to such transfer, including its accounts with DD, access to historical reporting information about Items related to such transfer, and other account data relating to such transfer. In the event of a change of ownership involving Retailer’s Location(s), the parties will need to execute a Change of Ownership form and Retailer acknowledges and agrees that the Location will not be able to accept or process any Customer orders on the DD App until the Change of Ownership is executed. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of each party hereto and its respective successors and assigns. Any purported assignment, transfer, delegation or subcontract in violation of this Section will be null and void. In the event any provision of this Agreement is determined to be invalid or unenforceable by ruling of an arbitrator or a court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) will remain in full force and effect. Any delay in or failure by either party in the performance of this Agreement will be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected party including decrees or restraints of Government, acts of God, strikes, work stoppage or other labour disturbances, war or sabotage (each being a “Force Majeure Event**”). The affected party will promptly notify the other party upon becoming aware that any Force Majeure has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement. Nothing in this Agreement will be deemed to create any joint venture, joint enterprise, or agency relationship among the parties (except as otherwise expressly set forth above), and no party will have the right to enter into contracts on behalf of, to legally bind, to incur debt on behalf of, or to otherwise incur any liability or obligation on behalf of, the other party hereto, in the absence of a separate writing, executed by an authorized representative of the other party. Each party will be solely responsible for its employees and contractors used in connection with such party’s performance obligations under this Agreement. This Agreement contains the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. This Agreement may be executed in one or more counterparts and by exchange of electronically signed counterparts transmitted by pdf format, each of which will be deemed an original and all of which, when taken together, will constitute one and the same original instrument.
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