CUSTM CONTRACT CARRIER AGREEMENT
SCHEDULE 1 – Contract Details
TERM
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MEANING
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Custm, we, us or our
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Name: Customised Group Pty Ltd
ACN: 604 789 513
Business Address: Suite 67/574 Plummer Street, Port Melbourne VIC 3207
Key Contact: Frank Menay
Position: Operations Manager
Email: frank@custm.com.au
Mobile: +61 406 120 453
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Contract Carrier, you or your
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Contractor Carrier: ABN/ACN
Registered Address:
-- please select --,
Contact:
Phone:
Email:
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Nominated Driver(s)
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At all times during the Term, you agree to inform us of the relevant details for all Nominated Drivers, and agree to continue to provide to Custm any updated information, variations or changes to the individuals information, licences, documents, or a substitution of a Nominated Driver, and agree to have each and every Nominated Driver comply and undertake each Special Condition and other requirements relevant to those individuals to lawfully conduct Custm Services, in order that they perform services to Custm, as procured by you.
Nominated Driver:
Address:
-- please select --,
Phone:
Email:
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Start Date
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[ ]
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Custm Services
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You agree to procure and facilitate services in the Region, which includes the following:
- Delivery Services: the Nominated Driver performs services for the delivery of Goods, with use of the Vehicle, in the form of delivery, courier, taxi truck (as applicable) and of product and customer distribution services for Clients;
- both during normal working/business hours and day, and or outside of those times and days, as necessary and as requested; and
- including all other activities, work, deliverables or services not particularised in this Schedule that are otherwise reasonable, necessary or incidental for the proper performance of Custm Services.
When the Provider App (or other similar digital communication tool for Delivery Services) is active, Client requests for Custm Services may appear to you via the Provider App, which Custm refers to as a Delivery Service. For the purposes of this Agreement, each is a separate performance of Custm Services.
The Client may request deadlines or requirements for your completion of the Delivery Services. If you accept a request for Delivery Services, you will be provided with certain Client information, delivery recipient information, and Client instructions via the Provider App, including (as applicable) the pickup and drop-off location of the applicable goods to be delivered.
You acknowledge and agree that once you have accepted a Delivery Services Job, Custm may provide certain information about you to the Client and the delivery recipient, including your first name, contact information, photo, and as applicable, information about your Vehicle. You shall not contact any Clients or delivery recipients or use any 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 Custm Services , you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform the Delivery Services.. In order to provide the Delivery Services, you may need to accept from time-to-time, certain additional terms, as set out in any Addendum we may provide to you.
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Price
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At the time of this Agreement, the “Price” is the Fee that we pay you to perform Delivery Services, as set out and calculated in Annexure A – Contract Carrier Price.
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Custm Service Fee
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Custm will deduct a Custm Service Fee from any moneys owing during a Payment Period. This fee is calculated as $0.67 per hour for Services, pro rata. The fee is at the discretion of Custm.
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Payment Terms
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During each Payment Period, Custm will calculate the Price and Custm Services, less the Custm Service Fee, to determine the payment for the Contract Carrier, and will remit an invoice.
Payment Period: each 7 days for services performed (or as otherwise agreed in writing between the Parties)
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Vehicle
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At no expense to Custm, all Nominated Drivers must supply or procure a suitable vehicle to perform Custm Services, in accordance with the terms of this Agreement and any schedule or addendum.
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Insurance
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At a minimum, you are required to effect and maintain throughout the term of this Agreement, the following insurances and with a reputable insurance provider, at your own expense:
- a motor vehicle Comprehensive Insurance Policy;
- a minimum third party vehicle insurance policy, or equivalent, to prevent you from loss if you have an unintentional accident or collision where it is claimed that damage is caused to someone else’s vehicle or property when you’re at fault;
- a Public Liability Insurance Policy in the sum of $20 million;
- a Workers Compensation Insurance Policy to cover the Contract Carrier and all Nominated Drivers and any other person who may from time to time be employed by the Contract Carrier; and;
- all other insurances required by Law in order for you to provide Custm Services.
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Special Conditions for Nominated Drivers
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- This Agreement is conditional on the following requirements in order that a Nominated Driver may fulfil any inherent requirements of Custm Services. The Nominated Driver must:
- read and agree to the terms and conditions of this agreement, including any schedule or policies, in the Deed of Accession in the form attached at Schedule 2 to this Agreement.
- obtain and maintain for the duration of the Term a valid and relevant Drivers Licence (for the purpose of driving all necessary and relevant vehicles to perform Custm Services, in the state);
- provide certified documents relevant to provide Services, such as relevant qualifications or certificates, as requested by Custm;
- submit and provide all necessary documentation required for Custm to perform any background check and any specific police or security related check;
- provide documents proving their eligibility to legally work in Australia, including visas and immigration requirements (if relevant); and
- provide any other relevant documentation required by Custm.
- You agree that Nominated Driver(s) will undertake the following specifications, as a condition to this agreement, which will be conducted in their own time, at no cost or expense to Custm:
- Read over this agreement and sign Nominated Drivers must agree to comply and assist us with the prompt provision of documents in accordance with our annual compliance requirements for your engagement with us, in accordance with “Done Safe”.
- Nominated Drivers attend an initial Driver Assessment Orientation Job. This is a Job which is unpaid and is conducted like an interview with our Ambassador Driver. The Ambassador will ensure that they have appropriate customer service skills and can perform Custm Services in accordance with our requirements for all contractors. The Ambassador will provide practical assistance and training to ensure they are ready to commence Services for Custm, with all necessary orientation for their onboarding and benefit, as well as answer any questions they may have. Our Ambassador will also perform a check of the Vehicle by eye, and be a helpful point of contact for drivers in their performance of Services with Custm. All Nominated Drivers are required to have a successful orientation session in order for their engagement to be processed with us.
- Additionally, this Agreement is conditional on Custm being satisfied of the following:
- all background checks and any police and/or any security check;
- any Driver Assessment Orientation Job; and
- the Vehicle and all qualifications and licence to operate the Vehicle.
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Region
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-- please select --
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EXECUTION
EXECUTED for and on behalf Customised Group Pty Ltd (ACN 604 789 513) by a duly authorised representative:
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EXECUTED for and on behalf (ABN/ACN by a duly authorised representative:
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![](https://custm.bzb.pl/wp-content/uploads/2022/08/sig.png)
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Signature
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Signature
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Arman Arseven (Chief Financial Officer)
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Name
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Name
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Date
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Date
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TERMS AND CONDITIONS
These terms and conditions are between the parties described in the Schedule, together the Parties and each a Party. These terms and conditions and any Schedules or any Addendum, form the entire agreement under which we will engage you to provide Custm Services to us (together, the Agreement).
- Engagement
- This Agreement is conditional on the requirements set out in Schedule 1, Conditions.
- During the Term, you agree to procure Nominated Drivers who are engaged or employed by you, to provide Custm Services to us as set out in Schedule 1, for the Price:
- in accordance with this Agreement and all applicable Laws;
- in accordance with any specifications, legal requirements as provided by you and accepted by us;
- with due care, skill and diligence;
- with due expedition and without delay;
- in a proper and professional manner, and in accordance with best industry practice and Custm policies; and
- in accordance with our reasonable instructions or requirements.
- Contract for Services
- In providing the Custm Services under this Agreement, it is expressly agreed that you are acting as an independent subcontractor to Custm and not as an employee, and you agree and acknowledge that this Agreement does not create a partnership or joint venture between the parties and is exclusively an independent contract for services, and expressly not a contract for employment services.
- Except as otherwise provided in this Agreement, you and your Nominated Drivers will have full control over working time, methods, and decision making in relation to the provision of Custm Services, in accordance with this Agreement.
- Custm agrees to facilitate Jobs for Clients, to your Nominated Drivers to perform Custm Services, and acceptance or rejection of any such offer of Services is at the Nominated Drivers discretion.
- For the avoidance of any doubt, Custm does not guarantee of Services or of any availability or frequency of Jobs or any minimum provision of Services will be available for you or your Nominated Drivers to perform.
- There is no guarantee of services under this Agreement. For the avoidance of any doubt, the guaranteed minimum number of hours of services or income level that the Contract Carrier and/or any Nominated Driver will receive is zero (0) hours, equalling $0 income level.
- Nominated Drivers have autonomy to perform Custm Services (as they are required to be performed) in accordance with the offer and will perform Custm Services autonomously and not at the supervision of Custm to the extent that you perform Custm Services. However, Nominated Drivers will be responsive to the reasonable needs and concerns of Custm at all times.
- Except as expressly set out herein, You (and Nominated Drivers) retain the sole right to determine when, where, and for how long you will utilise the Provider App or the Custm Services.
- Custm retains the right to, at any time at its sole discretion, to restrict you or suspend you from providing the Custm Services, or to deactivate or otherwise restrict you from accessing the Provider App, if you fail to meet the requirements in this Agreement.
- The parties acknowledge that this Agreement is non-exclusive and that either party and its Personnel will be free, during and after the Term to engage or contract with third parties for the provision of services similar to Custm Services, at their discretion.
- The Parties agree that it is a condition of this agreement that you will provide all relevant and necessary updates with respect to the details of all Nominated Drivers, who may change from time to time subject to the consent of Custm and on the condition that all Nominated Drivers will meet the Special Conditions set out in Schedule 1.
- The Parties agree that you, or your Nominated Drivers as procured by you:
- are required to perform Custm Services (and cannot substitute or subcontract unless they have the written consent of Custm);
- are required to perform Custm Services with the Vehicle (as set out in Schedule 1) in accordance with the relevant Job details as stipulated at the relevant time by Custm;
- ensure at all times that the Vehicle is road worthy and in a safe condition and well maintained by you at no expense to Custm;
- agree to perform Custm Services in accordance with the details and Job processes required and in accordance with the Provider App and other schedule or Custm Service information supplied to you by Custm Personnel or otherwise, which provides details on the performance of the delivery services for location and by the delivery time, as notified by us; and
- are required to report at the start of each Job at the specified collection location on and from the collection time, as notified by us.
- You (and Nominated Drivers) agree:
- to follow all Custm directives for Jobs, and to use the Provider App as directed by Custm for its business operations;
- to notify us as to any matter which may change the nature, scope or timing of the delivery or performance of Custm Services with us, with time of the essence;
- to immediately inform us of any license, vehicle, medical or health issue that may impact your ability to perform Custm Services, at any time;
- to immediately inform us of any damage, loss or defect caused to any or part of Goods of a Client which are in your possession to provide Custm Services;
- to immediately inform us of any impediment to your legal ability to perform Custm Services, such as and not limited to, loss or suspension of vehicle licence, right to work, loss or suspension of any relevant insurance, criminal charges of any sort issued to you, any police investigation of any sort in respect of any conduct being made in relation to you;
- Custm is not liable to pay for any costs and expenses associated with the performance of Services (including but not limited to meals, rest breaks or meal breaks), and any time spent for meal or rest breaks is not time spent performing the Custm Services and will not be paid, including any that may apply to the Vehicle (including but not limited to fuel, maintenance, insurance, fines, penalties, licences, or otherwise), subject to any agreement to provide reimbursement as set out in Schedule 2; and
- to seek reimbursement only for expenses which have been costs that Custm has agreed to reimburse you for prior to incurring those costs, or limited to those costs stipulated in a Schedule or Policy to this Agreement.
- Your responsibilities
- You agree to (your Nominated Drivers where applicable, agree to):
- perform Custm Services within the timeframes and budgets as notified by us to you;
- not commit any act or omission, directly or indirectly, which may bring us into breach of any Law, the subject of any Liability, or into disrepute;
- comply with the provisions of this Agreement and all applicable Laws (including all applicable Employment Legislation and Work Health and Safety Legislation);
- comply with any of our reasonable policies and procedures as notified by us to you;
- provide or assign to us the benefit of any third party warranties that you obtain or receive in connection with Custm Services;
- when using Custm operating IT and providing Job records to Custm, to do so fully, accurately and legibly;
- promptly provide to Custm all documents, information and assistance required or requested, in order that Custm may comply with the requirements of any Reporting Obligation, Regulator, Government Authority, or other legal requirement Custm may be subject to;
- promptly notify Custm in the event of any accident or incident that occurs during the performance of your Services in order that Custom Personnel attend and assist;
- enable us to comply with our obligations under this Agreement, and obligations to our Clients, without delay or disruption and free from harm or injury; and
- promptly provide us with all information in connection with Custm Services and this Agreement that we may reasonably request.
- Both you (and your Nominated Drivers) and Custm acknowledge that,
- You have read and understood Schedule 2: Drivers Handbook, and agree to those business operation requirements, including any variations or Addendum as notified from time to time;
- while Custm’s policies, annual compliance requirements, and procedures are not all incorporated into this Agreement or Schedule 2, they constitute a lawful and reasonable direction with which you must comply at all times; and
- Custm’s policies and procedures are not binding on Custm.
- Warranties & Representations
- You agree and warrant that you are liable for the acts or omissions of your Nominated Drivers which are set out in the terms and conditions of this agreement and any schedules or polices referred to herein.
- You (and your Personnel and any Nominated Drivers) represent, warrant and agree:
- you have not relied upon representations or warranties made by us, unless expressly stipulated in this Agreement;
- we have not provided any guarantee to you or your Nominated Drivers that there will be a minimum or ongoing provision of Jobs with respect to the provision of Services;
- there are no legal restrictions preventing you (or Nominated Drivers) entering into this Agreement or to perform Custm Services or obligations under this Agreement;
- this Agreement does not conflict with any Law or any other instrument binding on you;
- each part of Custm Services will be free of any error, omission or defect, and will be safe, suitable and fit for use and/or purpose;
- without limiting any of our other rights, you agree your Nominated Drivers will promptly re-perform or re-supply any part of Custm Services that is not performed or provided to us in accordance with this Agreement, or, to refund us any amounts paid by us for it;
- you are an independent subcontractor not our employees, and accordingly, are not entitled to any Employee Benefits. For the avoidance of any doubt, you are responsible for paying any Superannuation Guarantee contributions that may be required in relation to work performed by your Personnel or Nominated Drivers under your ACN as an independent subcontractor, under this Agreement.;
- you will exercise reasonable care in the performance of Services and comply with all of Custm's reasonable instructions to protect your own health and safety and the health and safety of others;
- to deliver the Goods of our Clients:
- in their original state of merchantable quality and free from defects, loss or damage; and
- new and free from encumbrances.
- to effect and maintain (at a minimum) the Insurance (as set out in Schedule 1), provide us with sufficient evidence of the Required Insurances or Certificates of Currency, on demand;
- you are fit and healthy and meet medical requirements to perform Custm Services;
- you will have the ability to perform Custm Services with the necessary Vehicle at all times, which you warrant will be legally suitable to perform Custm Services;
- at all times you will remain, employed or engaged howsoever by the Contract Carrier, and nothing in this Agreement gives rise, or is intended to give rise, to you or your Nominated Driver being our employee, partner, contractor, joint venture party or agent;
- you have a valid ACN/ABN which has been advised to us and which will be maintained during the Term of this Agreement; and
- if applicable, you are registered for GST purposes.
- General Obligations
You (and your Nominated Drivers) must at all times during the Term of this Agreement:
- act in good faith and in the best interests of Custm;
- use your best endeavours to promote the development, profitability, interests and welfare of Custm;
- not misuse Custm’s property or services, or allow such misuse by other persons;
- ensure there is no conflict between Custm’s interests and your personal interests, and immediately disclose to Custm full details of any conflict of interest or potential conflict of interest that may arise;
- keep the terms of Price and Payment confidential;
- not, in performing Services, accept a financial or other benefit from someone other than Custm, except with Custm's written and informed consent;
- if a regulator or authority imposes a fine or other penalty on you, because of any intentional, reckless or negligent conduct by you (by act of driving or related), subject to the applicable law, you agree and confirm that you are personally liable to pay the penalty;
- not do anything which does or may, in Custm's opinion, damage the reputation of Custm; and
- not use Custm's IT Systems: (i) for excessive or unreasonable personal use; (ii) to view or distribute unlawful material, or material which may be regarded as offensive or inappropriate; or (iii) to copy, disclose or use material in breach of this Agreement.
- Fitness & Medical Responsibilities
- You (and your Nominated Drivers) acknowledge that they are at all relevant times fit to fulfil Custm Services and do not suffer from any relevant health, physical or physiological condition that may affect their ability to perform Custm Services.
- If a Nominated Driver becomes aware of a physical or psychological condition that affects their ability to perform Services, they must notify Custm immediately.
- You (and your Nominated Drivers) acknowledge that following a reasonable direction by Custm, Custm may direct a Nominated Driver to undergo a medical examination by a medical practitioner selected and paid for by Custm. The Nominated Driver agrees to authorise that a medical practitioner may share and discuss the reports and results of medical examinations with Custm or an authorised representative of Custm.
- Price & Payment Terms
- In consideration of the supply of Custm Services, Custm agrees to pay the Contract Carrier the Price (or the relevant part thereof) in accordance with Schedule 1. Payment is in accordance with the Payment Terms suitable of the specific Fee, subject always to the terms of this clause 7, and any deduction, fee or set off pursuant to clause 7.4 and clause 7.5.
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- The parties agree that Custm will pay the Price on the relevant calculations as applicable for the Contract Carrier as stated in the Annexure.
- Custm’s calculation of the Price is as stated in the Annexure from the date of the Annexure Version. Custm may amend and vary the Price, or parts of, or a components of the calculation of Price, from time to time at the reasonable discretion of Custm. Custm will notify the Contract Carrier of Price changes by notice of an updated version of the Annexure by email. The Annexure current at the date notified, takes precedence over all other Annexures, Price calculations and or notifications subject to this agreement.
- Any payment made by us in respect of any Custm Services, is not taken to constitute any approval of the performance of the Job or Services provided.
- Custm may, from time to time at its absolute discretion, pay the Contract Carrier a Fuel Bonus or other levy or additional discretionary payment, as part of the calculated Price.
- You agree that the Price paid for Delivery Service in accordance with the rate specified by us to fulfill the specific Job, notwithstanding that Custm Services for the Job may have been performed with a vehicle of lesser carrying capacity. We will not direct any Nominated Driver to accept a reduced rate.
- You agree that we may set-off or deduct from you, any monies payable to you under this Agreement in relation to any Dispute, Complaint in relation to performance (in whole or in part) or any attempt, of Custm Services. You agree that we may also withhold payment for a Delivery Services or any Custm Services where there is an unresolved dispute, or complaint until the matter has been resolved.
- You agree that we may deduct from any reasonable amounts which are payable by you to us, including each payment period, we may deduct:
- a Custm Service Fee, the calculation of which is set out in Schedule 1. The fee is attributed to the use of our administration for the provision of Services. Custm Service Fee may be varied at the discretion of Custm with four (4) weeks written notice to you. You agree that the payment of the Custm Service Fee is reasonable in the circumstances for our administration of the provision of Custm Services. And;
- any hire fees for the use of Specialised Equipment fitted to the Vehicle, as set out in Schedule 2.
- Intellectual Property
- As between the Parties, all Intellectual Property Rights developed, adapted, modified or created by or on behalf of a Party (or its Personnel), in connection with this Agreement or the provision of Custm Services, whether before or after the date of acceptance of this Agreement, will at all times vest, or remain vested, in us.
- You grant us a non-exclusive, irrevocable, worldwide, sublicensable and transferable right and licence to use any materials provided by you to us under this Agreement and your Intellectual Property Rights in the Provider App or the Custm Services (if any), for us to derive the benefits from the Provider App or the Custm Services.
- If you or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with this Agreement or the provision of the Custm Services, you agree to (and you agree to ensure that your Personnel) consent to our use or infringement of those Moral Rights.
- You agree that we own all Intellectual Property Rights in all Intellectual Property owned, licensed or developed by or on behalf of us or our Personnel before the Start Date and/or developed by us or our Personnel independently of this Agreement, and nothing in this Agreement constitutes a transfer or assignment of any of our Intellectual Property Rights under this clause 8.4.
- Confidentiality & Privacy
- Subject to clause 9.2, you must (and must ensure that your Personnel do) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.
- Clause 9.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that you ensure the adviser complies with the terms of clause 9.1.
- You agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (as if you were an “APP entity” as defined in the Privacy Act 1988 (Cth)).
- You acknowledge and agree that you have read and understood the Custm Privacy Policy in its published form current at the date of this Agreement, and agree to our collection and storage of your Personal Information, as well as the collection and storage of any Sensitive Personal Information and its associated use for permitted purposes, is permitted for the purposes of administration and our legal safety and compliance requirements.
- Liability
- Despite anything to the contrary, to the maximum extent permitted by law, you are liable for, and agree to indemnify us and hold us harmless in respect of, any Liability that we may suffer, incur or otherwise become liable for, arising from or in connection with:
- any property loss or damage, or personal injury or loss, arising from or in connection with Custm Services;
- your (or any Nominated Drivers) provision of Custm Services, including any damage, loss or defect to our Clients Goods;
- any breach by you of any provision of this Agreement;
- a claim that our use or enjoyment of any part of Custm Services infringes the rights of any third party (including Intellectual Property Rights);
- you or any of your Personnel claiming that it is one of our employees or is entitled to any Employee Benefits; or
- any court, tribunal or authority whatsoever determining that you, or any of your Personnel, are deemed our employees or entitled to any Employee Benefits.
- Termination
- This Agreement will apply from the Start Date and continue unless terminated in accordance with this Clause 11.
- We may terminate this Agreement at any time by giving two (2) weeks notice in writing to you.
- If this Agreement is terminated in accordance with Clause 11.2, Custm may immediately suspend all Services from the Contract Carrier and or Nominated Driver, and exercise any interim measures stipulated in Clause 11.4 at its discretion.
- Upon expiry or termination of this Agreement, you agree to:
- immediately cease accessing the Provider App, programs, applications and business operational materials and/or online programs;
- stop performing Custm Services and return to us all of our property (including any of our Confidential Information and any of our Intellectual Property) in your possession;
- immediately deliver or provide for our collection any Goods for which are in your possession for the purposes of performing Custm Services and all works in progress; and
- immediately pay any amounts due and payable to us by you under this Agreement if there are any overpayments made to you.
- Subject to clause 7.3, upon expiry or termination of this Agreement, we will pay to you that portion of the Price payable to you for any Services properly provided by you in accordance with this Agreement, up until the date of termination.
- Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.
- General
- The parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
- Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the law society of the State to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
- Nothing in this agreement makes ineffective, or reduces, the protection at law from liability which either party is entitled to in the State or Territory of the applicable law.
- This agreement and any subsequent versions provided to the Contract Carrier, supersedes all prior agreements, representations or understanding between the Contract Carrier and Custm, in relation to the Services and constitutes the entire agreement.
- This agreement applies to all services delivered by the Contract Carrier, before the formal execution of this agreement.
- A notice or other document that is sent in connection with this agreement by email after 5:00pm, the email will be deemed to have been delivered at the beginning of the next business day.
- Unless otherwise stated, all figures are in Australian dollars and are exclusive of GST.
- GST: If and when applicable, GST payable on the Price will be set out in your invoice. Subject to you complying with this Agreement, we agree to pay the GST amount at the same time as we pay the Price.
- Notices: Any notice given under this agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 72 hours in the case of post, or at the time of transmission in the case of transmission by email.
- Online execution: This agreement may be executed by means of such third party online document execution service as we nominate subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
- Variation: This agreement (and any Schedule or Annexure) may only be changed by us. We may change the agreement or Annexures from time to time by bringing the updated version(s) to your attention when you next use the Custm platform or we will notify you of any changes by sending you an email.
- Version: This version of the agreement and any Schedule or Annexure referred to, is current from the date stated at the end of this document.
- If you do not agree with the updated version or any changes to it, you must immediately notify us. By you continuing Services, the updated versions will apply from that point forward.
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- Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.
- Survival: Clauses 8, 9, 10, 11.4 and 12 will survive the termination or expiry of this Agreement.
- 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.
- Governing law: This Agreement is governed by the laws of Victoria, Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria.
- Interpretation & Definitions
- In this Agreement, unless the context otherwise requires, capitalised terms have the meaning given to them in any Schedule, within these terms and conditions and:
ACN/ABN means an Australian Company Number or Australian Business Number.
Addendum means an addendum to this Agreement setting out additional Region-specific and/or service-specific terms, as made available and as updated by Custm from time to time.
Client means a third party customer of Custm which you provide subcontracting services namely Custm Services.
Complaint means any formal complaint by a Client associated with Custm Services and which Custm has advised you is being assessed or under review.
Confidential Information includes information which:
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- is disclosed to you or your Personnel in connection with this Agreement at any time;
- is prepared or produced under or in connection with this Agreement at any time;
- relates to our business, assets or affairs; or
- relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the you or your Personnel receive that information.
Contract Carrier means the legal entity set out in Schedule 1, and is registered and recognised ABN or ACN holder.
Custm means Customised Group Pty Ltd and its related entities and Personnel.
Custm Service Fee means the fee set out in Schedule 1.
Employee Benefits means all benefits owing to employees under the Employment Legislation including minimum wage, superannuation, workers compensation, leave entitlements or any other employee benefit.
Employment Legislation means the Fair Work Act 2009 (Cth), Fair Work Regulations 2009 (Cth), Superannuation Guarantee Charge Act 1992 (Cth) and Superannuation Guarantee (Administration) Act 1992 (Cth).
Goods means any goods including materials, items and or packages supplied by a Client for the purposes of performing the Delivery Services.
Insurance means the insurance policy requirements set out in Schedule 1.
Intellectual Property means any copyright, registered or unregistered design, patent or trade mark rights, domain names; know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means, for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.
Job means the time and activity at which a Nominated Driver performs the Custm Delivery Services, including any part of the performance of services or any ‘job’ or the ongoing performance of the same.
Laws means all applicable laws, orders, judgments, rules, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with this Agreement or the provision of the Goods and Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.
Moral Rights has the meaning given in the Copyright Act 1968 (Cth).
Nominated Driver means the individual driver who performs Custm Services in accordance with the terms of this Agreement and any Schedules hereto, who may be listed expressly in Schedule 1 as procured for services by the Contract Carrier, and includes any substituted or relief driver who may be varied by the Owner Driver, but is limited to three (3) drivers listed with Custm to perform services for the Contract Carrier at any one time.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, contractors, subcontractors or agents and representatives.
Price means the calculation of payment rates as is current in the Annexure – Contract Carrier Price, as stipulated in Schedule 1.
Provider App means the web based software, or application tool, or mobile application, or digital provision of a job schedule, which is licensed to you by Custm that enables Contract Carriers and/or Nominated Drivers to access the Custm Services for the purpose of seeking, receiving and fulfilling on-demand requests for services by Clients, as may be updated or modified from time to time.
Region means the city or metro areas, or regional areas within Australia in which you are enabled by the Provider App to receive requests for Delivery Services, as set out in Schedule 1.
Schedule means any schedule to this Agreement (or any update to an existing schedule) attached or supplied to you or Nominated Driver(s).
Services means Services set out in Schedule 1.
Term means the period commencing on the Start Date set out in Schedule 1 of this agreement and will remain in full force and effect indefinitely until terminated as provided by the terms of this Agreement.
Vehicle means the vehicle used of the performance of services, set out in Schedule 1, together with any vehicle information provided for in Schedule 2.
Work Health and Safety Legislation means all applicable work health and safety legislation, including that legislation which is applicable in the location in which the Goods and Services are provided by you.
Agreement Version: current at April 2022.