Terms of Service

These Terms govern your access to and use of our Services. By using the Services you agree to be bound by these Terms.

1. Services

1.1. Shippit will provide the Services in accordance with these Terms and any applicable Statement of Work, Order Form, and/or Rate Card made available by Shippit to the Customer and agreed between the parties from time to time.

1.2. Shippit will perform the Services with the required level of skill and diligence and in compliance with all applicable laws.

1.3. Except for any Non-excludable Conditions, Shippit makes no representation or warranty that:

(a) the Services will be defect or error free;

(b) Customer’s use of the Services will be uninterrupted; or

(d) use of any Service will improve the financial performance or profitability of Customer or any other party.

2. Term

2.1. These Terms commence on the Start Date and will remain in force as long as Shippit provides the Services to the Customer, unless:

(a) if otherwise specified on any applicable Order Form or Statement of Work; or

(b) Customer is on a month-to-month, no lock-in, contract plan in which case Customer can cancel the plan at any time and will only be charged pro rata for the Customer’s use of the Services in the month in which Customer cancels the plan; or

2.2. Unless terminated earlier by either party in accordance with these Terms, or any Statement of Work or Order Form (as applicable), then where a fixed term applies to the relevant Statement of Work or Order Form:

(a) Shippit will provide as least 30 days’ notice prior to the end of the fixed term that the Services will automatically renew for a further 12 months, and set out details of any changes (including to pricing) to the Terms, or relevant Statement of Work or Order Form (as applicable);

(b) if Customer does not accept the new terms of, or does not want to renew, the Terms or the relevant Statement of Work or Order Form (as applicable), Customer may terminate these Terms or the relevant Statement of Work or Order Form (as applicable), without penalty, by notice to Shippit sent prior to the end of the fixed term, with such termination to take effect at the end of the fixed term;

(c) if Shippit sends notice to the Customer under clause 2.2(a) and Customer does not respond, then the Terms or relevant Statement of Work or Order Form (as applicable) will automatically renew for a further term of 12 months (as varied by the notice sent under clause 2.2(a) if applicable); and

(d) when the Terms, or the Statement of Work or Order Form (as applicable), renew in accordance with clause 2.2(c):

(i) Shippit will continue to supply and Customer will continue to receive Services;

(ii) both parties must continue to comply with their obligations under the Terms and the relevant Statement of Work or Order Form (as varied and as applicable); and

(iii) this clause 2.2 will also apply to any further terms.

3. Services and License

3.1. Subject to payment of the relevant Fee, Shippit grants Customer a non-exclusive licence to:

(a) use, during the term of these Terms, the object code in the Software (other than the Hosted Software, which shall only be used by Shippit); and

(b) communicate with, via the API, the Hosted Software, for the purpose of obtaining the Services, in relation to the Customer’s business only.

3.2. The Services (or part of them) allow the Customer (and by extension, its End Users) to place Bookings through the Shippit platform. Except where clause 17 (Partner Rate Services) applies, all Bookings are submitted to the Carrier through the Customer’s account with the Carrier via the Hosted Software, so the Shippit platform (and any related Software) merely facilitates the making of the Booking, and Shippit do not act as agent for or partner of the Customer in connection with a Booking.

4. Customer Responsibilities

4.1 Customer must:

(a) hold all authorisations, permits and licences required to be held by Customer under applicable law to receive and utilise the Services;

(b) comply with the requirements of all laws of any kind applying to Customer and the receipt and utilisation of the Services;

(d) not direct Shippit to do anything which may cause Shippit to breach any laws;

4.2. The Customer must ensure that no malicious or harmful code is transmitted to Shippit in connection with its use of the Services.

4.3. The Customer cannot use the Services in order to send Prohibited Items. Customer acknowledges that Prohibited Items could be subject to non-collection or return, in which case no refund of carriage will be given and return charges may be applicable. No claim for loss or damage can be made on a Prohibited Item and in addition, the Customer will be liable for any damages caused in transit to other shipments or property resulting from sending Prohibited Items.

4.4. Customer acknowledges that a failure to declare any dangerous goods and/or Prohibited Items can lead to prosecution and that the responsibility for this rests solely on the Customer.

4.5. Customer is responsible for checking that its contents can be shipped, including that the contents do not contain any Prohibited Items and/or dangerous goods.

5. Customer side integration

5.1. The Customer is responsible for integrating (and procuring that its 3PL Provider integrates) its e-commerce platform and other operations with Shippit’s Software and procedures. Unless specifically agreed to in writing, Shippit will not perform any integration services other than provision of the API.

5.2. If the Customer or the 3PL Provider fail to perform sufficient integration to enable the Services to commence on the Go Live Date and that failure was not caused or contributed to by Shippit, then Customer acknowledges that the Go Live Date may be postponed to a later date without affecting the relevant Start Date, and Shippit shall be entitled to receive from the Customer the monthly charges from the Start Date to the extent those charges are third party fees or charges incurred by Shippit for the purposes of being able to provide the Services to the Customer from the Go Live Date (except to the extent Shippit caused or contributed to that delay).

5.3. The Customer will use its reasonable endeavours to ensure that End Users agree to any content reasonably requested by Shippit, including terms and conditions, privacy notices, receipt instructions, links to Shippit websites and applications.

5.4. The Customer will ensure that its and its 3PL Provider’s systems provide all information required by Shippit’s Software in the manner contemplated by, and otherwise in conformance with, the API, and that such information is accurate and complete.

5.5. The Customer will ensure that its and its 3PL Provider’s systems implement robust error handling and retry procedures in relation to communications via the API.

5.6. Shippit shall not (except to the extent it causes or contributes to any of the following) be liable for any costs, damage, losses, claims or other consequences to the extent caused or contributed to by any failure of the Customer or the 3PL Provider to do any of the following:

(a) prevent the transmission of harmful code;

(b) integrate as contemplated by clause 5.1;

(d) provide the information contemplated by clause 5.4;

(e) implement robust error handling and retry procedures as contemplated by clause 5.5.

6. Carrier side integration

6.1. Shippit is currently capable of integrating with the Existing Carriers and can consider requests to integrate with additional Carriers at an additional cost.

6.2. Except where clause 17 (Partner Rate Services) applies, the Customer must supply or ensure that the Carriers supply (for the purposes of Shippit displaying the relevant fees in the Shippit platform):

(a) the Rate Cards and other parameters applicable to each relationship between the Customer and a Carrier, in a format reasonably requested by Shippit; and

(b) any changes to that information (in the same format) at least one Business Day before the change is to take effect.

6.3. Except to the extent caused or contributed to by Shippit, Shippit is not responsible for any error in the Services, extra expenses, delayed delivery or other damage, costs or expenses suffered as a result of the information to be provided by Customer under clause 6.2 being incorrect or not being updated (or formatted correctly).

6.4. Except to the extent caused or contributed to by Shippit, Shippit is not responsible for any error in the Services, extra expenses, delayed delivery, other damage, costs or expenses or other results suffered as a result of:

(a) any changes in a Carriers’ system disrupting Shippit’s integration with that Carrier;

(b) any errors in a Carrier’s system or failure of a Carrier’s system to properly handle information submitted to it by Shippit in accordance with the integration measures agreed between Shippit and the Carrier; or

6.5. 6.5 Customer acknowledges and agrees that such errors, expenses, delays, damage, costs, expenses and other results under clauses 6.3 or 6.4 may include:

(a) tracking information being delayed or unavailable, and consequent delays or failures in providing that information to the Customer, 3PL Provider or End User;

(b) failure of the Carrier’s system to recognise the manifesting of a delivery even though delivery labels have been printed, and associated Carrier fees; or

7. Use of 3PL Providers

7.1. Customer must not use any 3PL Provider that has not been approved in writing by Shippit, such approval not to be unreasonably withheld.

7.2. Where Customer uses any 3PL Provider:

(a) Customer must ensure 3PL Provider abides by these Terms in all respects as if 3PL Provider were itself the Customer;

(b) the provisions of these Terms relating to integration of the Customer with the Software apply equally to integration of the 3PL Provider with the Software; and

(c) Customer must ensure any failures or errors in the provision of services by the 3PL Provider do not adversely affect the Software Services or Shippit.

8. Fees and payment

8.1. Subject to clause 8.4, Customer must pay to Shippit the fees and any expenses (if applicable) set out in the relevant SOW or Order Form for providing the Services. Customer must make all payments to Shippit in accordance with the rates and charges set out in each Order Form or SOW and these Terms.

8.2. During the Term, and without limitation to Shippit’s rights under clause 10 (fee indexation), Shippit may:

(a) when clause 17 (Partner Rate Services) applies, vary any relevant Rate Cards used in the Partner Rate Services by written notice when a Carrier varies its rates, however if Customer does not agree to the revised Rate Card, Customer may terminate these Terms (or the relevant Order Form or SOW) immediately by written notice; or

(b) at all other times – vary the relevant Rate Card:

(i) on the Customer’s written instruction if agreed by Shippit; or

(ii) once per annum, by providing at least 7 days’ notice of such variation and provided Customer may immediately terminate these Terms if it does not accept such variation.

8.3. Invoices are payable on the same day the invoice is issued unless otherwise agreed. Customer acknowledges and agrees that, if notified prior to the commencement of the Services and agreed by the Customer, Fees for some Services as notified (such as hosted services) may be payable monthly in advance (provided that where the Terms or the relevant Order Form or SOW is terminated, the balance of the fees paid for the remainder of the month for services not rendered will be refunded to the Customer). Customer acknowledges and agrees that credit card fees or processing fees may apply to the payment of any fees, which are outside of Shippit’s control.

8.4. If any invoice is disputed genuinely and in good faith by Customer, Customer must give written notice to Shippit of the dispute, which must include the reasons for the dispute (Dispute Notice), within fourteen (14) days after the date of the invoice. After this date, all invoices will be final. All paid invoices will also be treated as final.

8.5. If Customer has issued a Dispute Notice by the due date for payment, Customer may withhold only those amounts that are directly related to genuinely disputed elements of the invoice.

8.6. The parties will use reasonable endeavours to resolve any invoice dispute within fourteen (14) days after a Dispute Notice is issued. Any payment to be made following resolution is to be paid within seven (7) days after such resolution.

8.7. If the parties are unable to resolve the dispute within fourteen (14) days of the Dispute Notice being issued, the dispute is to be resolved in accordance with the procedures set out in clause 22.

9. Late payment

9.1. If Customer fails to pay Shippit any amount payable for a Service when due that is not subject to a Dispute Notice, then:

(a) all money owing to Shippit by Customer becomes immediately payable; and

(b) Shippit may suspend (or in accordance with clause 20.2 terminate) the performance of the Service (and if it does, any further payment obligations of the Customer will also be suspended); and

(c) Customer must pay all reasonable expenses incurred by Shippit in enforcing this clause, including, but not limited to, all reasonable expenses of any legal proceeding, and all reasonable attorneys’ fees incurred in connection with any such action.

10. Fee indexation

In respect of each Order Form or SOW, on and from 1 July each year: if there is an increase in the CPI over the twelve (12) month period ending 31 March of that year, the fees and hourly rates will be increased by either (a) an amount equivalent to the increase in the CPI over the next twelve (12) month period or (b) an amount that is reflective of the market context in the relevant territory at the time, which may be higher than the amount equivalent to the increase in the CPI, provided however that Shippit will give Customer 30 days’ written notice of the change in fees or hourly rates and Customer may, if it does not accept the revised fees or rates, terminate the relevant Order Form or SOW.

11. Taxes

11.1. Customer must reimburse Shippit for all sales, use, transfer, privilege, excise or other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the transactions contemplated under these Terms, excluding income taxes on profits which may be levied against Shippit.

11.2. Without limiting clause 11.1, all consideration provided for any taxable supply under these Terms and each Order Form or SOW is exclusive of GST unless the contrary is clear. The amount of that consideration must be increased by an additional amount equal to the GST on that taxable supply. The party who has to pay the additional amount must pay it at the same time as the consideration in respect of that taxable supply becomes due or, if the supplier has to pay (or allow credit against) the relevant GST before then, the additional amount must be paid at that earlier time.

12. Intellectual Property

12.1. Shippit owns all rights in the Shippit IP, whether pre-existing or created during the provision of the Services. The licence granted to Customer in clause 3 of these Terms does not preclude Shippit from using, reproducing or creating derivative works based on the Shippit IP for other customers of Shippit.

12.2. Customer must not create any improvements, additions or modifications to the Software or the Shippit platform (except to the extent it changes the API to integrate the Software) without Shippit’s prior written consent.

12.3. Customer retains all Intellectual Property Rights held by Customer in any information, content and documentation provided by Customer to Shippit. However, Customer irrevocably grants Shippit a royalty free licence to use, reproduce and create derivative works based on that information, content and documentation as needed to perform the Services.

12.4. Customer must not attempt to reverse engineer, disassemble, decompile or circumvent the Software or Shippit platform or any part of the Software or Shippit platform, and will ensure that its 3PL Provider and any other person who obtains exposure to the Software or the Services in connection with these Terms does not do so.

12.5. Customer agrees to notify Shippit promptly of any infringement, or suspected or threatened infringement, of the Shippit IP.

12.6. Shippit is liable for the reasonable costs of any breach of third party Intellectual Property Rights that arises as a result of the Customer’s use of the Shippit IP in accordance with these Terms, provided:

(a) such use was not negligent, reckless, or fraudulent;

(b) such use was not contrary to any reasonable instructions or direction provided by Shippit;

(d) Customer complies with clause 12.5, allows Shippit control of the defence of any and all such claims, and does not settle any and all such claims without Shippit’s prior written consent.

13. Confidential Information

13.1.The parties acknowledge that in the course of performing their responsibilities under these Terms, they each may be exposed to or acquire Confidential Information of the other party. The parties agree:

(a) to hold such information in strictest confidence;

(b) not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information to third parties;

(c) not to use such information for any purposes whatsoever, without the express written permission of the other party, other than for the performance of obligations under these Terms or as otherwise agreed; and

(d) to advise each of their employees, agents and representatives of their obligations to keep such information confidential.

13.2. The parties acknowledge that any breach of a party’s obligations arising under this clause 13, may give rise to irreparable damage to the other party and that such breach may be inadequately compensable in damages. Accordingly, either party, reasonably believing the other party to be in breach of its obligations under this clause 13, may seek and obtain injunctive relief or other equitable remedies against such a breach or threatened breach, in addition to any other legal remedies which may be available.

13.3. Notwithstanding anything to the contrary, the parties agree that Shippit may from time to time share the Customer’s name (but not details of any commercial arrangements, pricing, or other commercially sensitive information or trade secrets) with a third party partner or referrer.

14. Privacy

14.1. Each party must comply with the Privacy Act and any other applicable laws and codes dealing with privacy.

14.2. Each party warrants to the other that:

(a) any Personal Information that it discloses to the other under these Terms has been collected in accordance with the Privacy Act;

(b) the individual to whom the information relates has been made aware of the recipient’s identity, of how to contact the recipient, and of the other matters of which the recipient is required to inform a person about whom it collects information under the Privacy Act; and

(c) the other is authorised to collect the information for the disclosure and use the information for the purposes of these Terms.

14.3. In relation to any Personal Information disclosed by a party under these Terms, the recipient must:

(a) not use, disclose, store, transfer or handle the information except in accordance with the Privacy Act;

(b) only use or disclose the information for a purpose connected with these Terms, or as required by law;

(c) co-operate with any reasonable request or direction of the discloser which relates to the protection of the information or the exercise of the functions of the Privacy Commissioner under the Privacy Act; and

(d) ensure that access to its Personnel is limited to people required to access that information for the purposes of these Terms and that they comply with the requirements of this clause 14 and of the Privacy Act.

14.4. Each party must promptly inform the other in writing of any complaint that it receives concerning the use, disclosure, storage, transfer or handling of Personal Information and comply with any reasonable direction of the other in relation to a complaint concerning the use, disclosure, storage, transfer or handling of Personal Information.

15. Force Majeure

15.1. Customer acknowledges that the supply of the Services is dependent on a number of factors outside Shippit’s control. For example, communication links are the property and responsibility of third parties and are subject to suspension without notice due to events beyond Shippit’s control.

15.2. Except for any payment obligations, neither party is liable for any delay or failure to perform any of its obligations under these Terms to the extent that the delay or failure is caused by reason of Force Majeure.

16. Support

16.1. Shippit will provide reasonable technical support via Shippit’s online Help Centre, available on Shippit’s website.

16.2. The Customer acknowledges that the provision of support may be interrupted by factors beyond the reasonable control of Shippit and Shippit will have no liability for any unavailability, outages or maintenances to the extent it did not cause or contribute to that outage or interruption.

17. Partner Rate Services

17.1. If Shippit offers Partner Rate Services to the Customer in relation to a Carrier (as notified to Customer and agreed by the parties, and which may be indicated to or selected by the Customer by the wording “billed by Shippit” or similar wording in the Shippit platform):

(a) Shippit will agree rates, parameters and Carrier Terms with that Carrier;

(b) Shippit will place the Booking on Customer’s behalf as its booking agent using Shippit’s own account with the Carrier; and

(c) Shippit will make that Carrier available as a Carrier in the Shippit platform and allocate deliveries to it where appropriate.

17.2. The Partner Rate Services Fee will be the amount calculated according to the relevant Rate Card and may be affected by the information disclosed to and confirmed by the Customer at the time of booking.

17.3. When the Partner Rate Services are selected by the Customer, Shippit will pay the amounts due to the Carrier for a Booking from the Partner Rate Services Fee (if any) on behalf of Customer. To the extent that there is any shortfall, or additional delivery surcharge or fee imposed by the Carrier and invoiced to Shippit by the Carrier due to any of the following reasons, the Customer agrees that it may be liable for and Shippit may charge any such additional surcharges or fees (as the following may be charged to Shippit):

(a) Customer’s or End User’s error or misinformation, including providing inaccurate or incomplete information in an Online Order, incorrect or incomplete address, or where any or all of the length, weight, volume, dimensions, or size of goods is found to be inaccurate, not accurately declared, or must be remeasured;

(b) where the good is a Prohibited Item;

(c) where the good is a dangerous or restricted item that is not a Prohibited Item but still incurs an additional restricted good carriage fee (for example, alcohol, tobacco, or vaping products);

(d) where the Carrier must attempt redelivery of the goods through no fault of the Carrier (for example, where the End User was not available to meet the Carrier as required to collect goods, or where the delivery address was incorrect or Incomplete);

(e) when the goods must be returned to the sender due to Customer or End User’s errors, negligence, or material breach of Carrier terms (including disposal fees);

(f) where, after submitting an Online Order, the Customer or End User:

(i) revise the delivery address; or

(ii) request that delivery be delayed (which could also result in storage costs);

(g) where the Customer fails to provide the goods to the Carrier in accordance with the Carrier Terms, including failing or delaying to provide goods to the Carrier, not identifying goods as ready for delivery, or mishandling or incorrectly or inappropriately packaging the goods;

(h) additional customs or duties fees chargeable under the laws of certain countries; and

(i) where a Booking is cancelled by the Customer or an End User but the Customer either fails to cancel the Booking in the appropriate timeframe in accordance with the Carrier’s Terms, or fails to remove the Online Order from the Customer’s collection point (being the point at which Online Orders are collected by the Carrier from the Customer to be carried and delivered) resulting in the Online Order being collected, carried and delivered;

(j) surcharges payable in the following circumstances (as required by the Carrier’s terms of service):

(i) when more than one person is required to deliver the goods;

(ii) when goods must be delivered to an address that is not a ground floor address;

(iii) items that are not conveyor compliant and so require manual handling and unloading by Carrier’s Personnel (such as liquids or fragile goods);

(iv) manual measuring fee which is payable when Carrier’s Personnel must manually measure a good as it is too big to be measured by any technology or machinery;

(v) residential delivery (as and when charged by the Carrier in accordance with its terms);

(vi) delivery made after business hours; or

(vii) fees related to the creation of a consignment note by the Carrier or review and facilitation of a manual consignment note prepared by Customer.

17.4. If payable, and once Shippit is notified by the Carrier, the above surcharges or fees will, if possible, be notified to the Customer when a Booking is made, or otherwise as soon as practicable. Once this notification is provided, such surcharges or fees may be charged directly to the payment method used by the Customer to make the initial Booking. As such, by placing or facilitating the placing by an End User of a booking through the Shippit platform, the Customer:

(a) consents to this payment method being charged directly for such relevant surcharges that arise due to the Customer or End User providing inaccurate or incomplete information in the Online Order or Booking; and

(b) agrees that any such surcharges represent additional charges which Shippit incur from the Carriers from time to time, are outside of Shippit’s reasonable control, and are not penalties imposed by Shippit.

17.5. Customer agrees that Shippit retains the benefit of and, subject to the exceptions set out in clause 17.3, bears the risk of, any difference between the Partner Rate Services Fee and the Carrier’s total actual rates, charges or fees (inclusive of taxes or duties or other surcharges) charged for completing a Booking.

17.6. Customer agrees that notwithstanding anything in this clause 17 (Partner Rate Services), the actual carriage and delivery services will still be governed by the Carrier Terms which must be entered into by the Customer (the terms of which will be made available to the Customer in the Shippit platform). Shippit shall not be liable for any failure by the relevant Carrier to perform its obligations or for any breach of Carrier Terms by the Customer or the Carrier.

17.7. All Partner Rate Services will be provided in accordance with the detail, terms and conditions of these Terms and any relevant Order Form or SOW.

18. Transit Protection Services

18.1. The Customer may elect to receive Transit Protection Services in return for paying the Transit Protection Services Fee.

18.2. All Transit Protection Services will be provided in accordance with the terms and conditions at Transit Protection Terms & Conditions as may be amended from time to time (where such amendments are notified to Customer and accepted in accordance with clause 28 of these Terms). The Transit Protection Terms, if applicable, form part of and are to be read in conjunction with these Terms. To the extent of any inconsistency, the Transit Protection Terms will prevail.

19. Limitation of liability

19.1. Without limiting clauses 17 and 18 and except to the extent related to a breach of a Non-excludable Condition, the maximum aggregate liability of either party under these Terms during any 12 month period commencing on the relevant Start Date or on any anniversary of the Start Date is limited in aggregate to the minimum fees paid by Customer to Shippit during the relevant 12 month period (disregarding any fees received by Shippit for Partner Rate Services).

19.2. Except to the extent a Non-excludable Condition cannot be limited, if Shippit is liable to Customer for a breach of a term, condition, guarantee or warranty implied into these Terms by statute, that liability is limited to:

(a) the supplying of the Services again; or

(b) the payment of the cost of having the Services supplied again.

19.3. Except to the extent prohibited by any Non-excludable Condition, neither party will be liable to the other for any damage, economic loss, loss of revenue, loss of saving on overheads, loss arising from business interruption, loss of data, loss of business opportunities, loss of goodwill or loss of profits whether direct, indirect, general, special or consequential from any cause except as set out in this clause.

19.4. Shippit and Customer must each use reasonable efforts to mitigate any potential damages or other adverse consequences arising from or related to the Services and neither party is responsible to the other to the extent the other fails to do so. The loss or damage each party may recover under these Terms is reduced to the extent that party caused or contributed to that loss or damage.

19.5. Customer acknowledges and agrees that:

(a) Shippit is not the entity responsible for completing the Booking and Shippit is merely a booking service provider which enables the Customer to place a Booking (or, if clause 17 (Partner Rate Services) applies, merely an agent that places a Booking on behalf of the Customer); and

(b) on this basis (and except to the extent caused or contributed to by Shippit, including if an error or defect in the Services caused or contributed to any of the following, and without limiting clauses 17 (Partner Rates Services) or 18 (Transit Protection Services)), Shippit is not liable for any loss, damage, or claim arising as a result of or in connection with the Online Order or Booking, including for any delay in delivery or damage to goods during carriage or delivery.

20. Termination

20.1. Either party, as applicable, has the right, in addition and without prejudice to and use of any other rights or remedies, to terminate these Terms or any given Order Form or SOW:

(a) for any material breach of these Terms (including any Order Form or SOW) that is not cured within thirty (30) days after receipt by the party in default of a written notice specifying the breach and requiring its cure; or

(b) immediately upon receiving written notice, if an Insolvency Event occurs in respect of the other party

20.2. Without limitation to clause 20.1, Shippit may immediately terminate these Terms or a given SOW/Order Form by written notice to Customer if any of the following occurs:

(a) Customer fails to pay an amount that is due (and subject to a Dispute Notice under clause 15), within fourteen (14) days after receiving notice from Shippit that the amount is overdue;

(b) Customer engages in fraudulent, illegal or unauthorised use of the Services;

(c) Shippit becomes aware or is advised by any regulatory authority that applicable or relevant laws, rules, regulations or authorities, or any decision of a court or government authority, prohibits the provision of the Service; or

(d) any application for a consent or permit required for the provision of the Service is rejected or is cancelled, lapses or is otherwise terminated and no further replacement, consent or permit can reasonably be obtained.

21. Effect of termination

21.1. On termination of these Terms or an Order Form or SOW:

(a) Customer must immediately stop accessing and using the relevant Service supplied by Shippit;

(b) Customer must promptly delete or destroy, from all computers within its control, all copies of any software provided by Shippit to use or access the Service supplied by Shippit;

(c) Customer must immediately pay to Shippit any and all outstanding invoices or any charges or fees incurred and to the extent those charges or fees were invoiced in advance Shippit must refund to Customer the balance of those fees or charges paid in advance for services not rendered; and

(d) if requested by Shippit, Customer must provide Shippit with a statement signed by an authorised officer of Customer, certifying that Customer has complied with clause 21.1(b).

22. Dispute Resolution

22.1. Where a party claims that a dispute has arisen under or in relation to these Terms or a SOW/Order Form, it must give written notice to the Representative of the other party specifying the nature of the dispute. The Representatives of each party must then endeavour to resolve the dispute.

22.2. If the Representatives cannot resolve the dispute within fourteen (14) days after receipt of the notice given under clause 22.1, the dispute must be referred to the chief executive officer (or another senior executive offer nominated by the chief executive officer) of each party.

22.3. If the executive officers cannot resolve the dispute within fourteen (14) days after the dispute is referred under clause 22.2, the dispute must be submitted to mediation administered by ACDC.

22.4. The mediator must be selected from a panel suggested by ACDC. The parties must ask the ACDC to appoint the mediator if they cannot agree on who it should be. The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation and must be held in Sydney, unless otherwise agreed by both parties.

22.5. Nothing in this clause 22 prohibits a party from seeking urgent injunctive relief.

23. Subcontracting

Shippit may subcontract some or all of its obligations under these Terms or any SOW/Order Form to one or more third-parties. Shippit remains responsible to Customer for the performance of its obligations despite any subcontract and is liable to Customer for the acts, defaults and negligence of each of the subcontractors, or Personnel of each subcontractor as if they were the acts, defaults or negligence of Shippit.

24. Notices

All Notices to Shippit must be in writing and addressed to:

Shippit Pty Ltd

Company Secretary

Level 2, 4-6 Bligh Street Sydney 2000

legal@shippit.com

25. Assignment

Neither these Terms nor any SOW/Order Form may be assigned, sublicensed, novated or otherwise transferred by either party, whether by operation of law or otherwise, without the prior written consent of the other party, such consent not to be unreasonably withheld or delayed.

26. Severability

If any provision of these Terms or a SOW or an Order Form is held to be unenforceable, the parties agree to substitute the affected provision with an enforceable provision that approximates the intent and economic effect of the affected provision.

27. No Waiver

No failure or delay of either party in exercising any right, power, or privilege under these Terms or a SOW/Order Form (and no course of dealing between the parties) operates as a waiver or any such right, power of privilege. No waiver of any default on any one occasion constitutes a waiver of any subsequent default. No single or partial exercise of any right, power, or privilege precludes the further or full exercise of such right, power of privilege.

28. Variation

These Terms may be varied from time to time provided Shippit provides reasonable notice of any variation to the Terms or a SOW or Order Form to Customer (and in any event at least 7 days’ notice of such changes) and Customer accepts such variations (provided that if Customer does not accept such variations, Customer may terminate these Terms or the relevant SOW or Order Form prior to the date those variations take effect).

29. Customer identification

Customer agrees that Shippit may use the name of and identify Customer as a customer, in advertising, publicity, or similar materials distributed to prospective customers.

30. Applicable law

These Terms and each SOW/Order Form and all matters regarding the interpretation and/or enforcement of each of them, are governed exclusively by the laws in force in New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

31. Definitions and Interpretation

31.1 In these Terms and each SOW or Order Form (unless expressly indicated otherwise) the following definitions apply:

3PL Provider means any entity which provides warehousing or non-Carrier logistics services to the Customer

ACDC means the Australian Commercial Disputes Centre Limited.

API means the application programming interface provided by Shippit for interaction with the Hosted Software, as reviewed and amended from time to time.

Booking means an order by the Customer or one of its End Users for the carriage and/or delivery of an Online Order by a Carrier that is placed through or using Shippit’s platform.

Business Day means any day that is not a Saturday, Sunday or public holiday in the State of New South Wales, Australia.

Carrier means a physical delivery business engaged by the Customer to carry and deliver Online Orders to Customers or End Users (and includes the Existing Carriers).

Carrier Terms means the contractual terms between the Customer and the Carrier for a Booking.

Customer means the party accessing and using Shippit’s Services and any parent company of that party and each subsidiary of that party (being an entity in which the party holds at least 50% of the ordinary shares or common stock) as may be notified by the party to Shippit, and only for so long as the parent company or subsidiary remains a parent company or subsidiary of the party.

Confidential Information of a party is information of a party or its customers which the party identifies as confidential or which would reasonably be regarded as confidential and includes without limitation information relating to the party’s Intellectual Property Rights, organisational structure, financial position, Personnel, policies and business strategies.

CPI means the Consumer Price Index published by the Australian Bureau of Statistics from time to time or the index officially substituted for it (and the international equivalent if the relevant territory is not Australia) and if no such index is available, such published price index agreed by the parties acting reasonably.

Dispute Notice has the meaning given to it in clause 8.4.

End User means a retail customer of the Customer who submits an Online Order via the Customer’s online sales site.

Existing Carriers are carriers that Shippit is capable of integrating with at any given point in time, as may vary from time to time (a current list is available upon Customer’s request).

Force Majeure means any event caused by occurrences beyond a party’s reasonable control, including, but not limited to, acts of God, fire or flood, war, terrorism, pandemic, system malfunction,cyber attack, failure of or material adverse changes in any supplier systems (including Carriers and Australia Post), industrial action, governmental regulations, policies or actions enacted or taken subsequent to execution of these Terms or any SOW/Order Form, or any labour, telecommunications or other utility shortage, outage or curtailment.

GST means the tax provided for in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) or the equivalent tax legislation if the relevant territory is not Australia.

Hosted Software means the software used by Shippit to provide the Software Hosting Services.

Insolvency Event, in respect of a party, means any one or more of the following events:

(a) the appointment of a receiver or receiver and manager to the party;

(a) the appointment of an administrator to the party;

(b) an order being made or a resolution being passed for the winding up of the party, other than for the purpose of an amalgamation or reconstruction;

(c) an order being made or a resolution being passed for the winding up of the party, other than for the purpose of an amalgamation or reconstruction;

(d) the party is, or states that it is, unable to pay its debts as and when they fall due for payment;

(e) the party is or states that it is insolvent within the meaning of the Corporations Act 2001 (Cth);

(f) the party ceases or threatens to carry on business or

(g) the party resolves to enter into a scheme of arrangement or composition with or an assignment for the benefit of its creditors.

Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trade marks, know-how, confidential information, patents, inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Non-excludable Conditions means an express or implied condition, warranty or guarantee the exclusion of which from a contract would contravene any statute or law (including Schedule 2 of the Competition and Consumer Act 2010 (Cth)) or cause any part of these Terms to be void.

Online Order means a direct order purchasing a good or goods from the Customer submitted by the Customer’s End User via the Customer’s online sales site.

Order Form means an order between Shippit and the Customer containing the specific commercial detail of their agreement, whether made via Shippit’s online platform (including as ‘self serve’) or signed by both parties on a separate order form.

Partner Rate Services means the service of Shippit providing a Rate Card to the Customer and booking delivery of Online Orders for and on behalf of Customer through Shippit’s account with the Carrier at the rate set out in the Rate Card provided to Customer.

Partner Rate Services Fee means the fee payable for the Partner Rate Services as disclosed on the relevant Rate Card to the Customer.

Personal Information has the meaning given to it under the Privacy Act.

Personnel of a party means the officers, employees, contractors, sub-contractors and agents of that party.

Privacy Act means the Privacy Act 1988 (Cth) as amended and any regulations made under it or any equivalent privacy laws if the relevant territory is not Australia.

Prohibited Items mean the items listed at Prohibited items.

Rate Card means the list of Carriers’ rates or charges for facilitating carriage and delivery of Online Orders, referred to as a “rate card”, as agreed between the parties and amended from time to time in accordance with these Terms, and if no rate card has been agreed or where the Partner Rate Service is provided, the Rate Card made available by Shippit to the Customer.

Representative means any director, officer, employee or agent appointed by a party.

Services means the services to be provided by Shippit to Customer, including as indicated in the any applicable SOW/Order Form, and which may include any or all of the following: providing access to the Shippit platform used to facilitate the making of Bookings, Software Hosting Services, Partner Rate Services, Transit Protection Services, or other professional services.

Shippit means Shippit Pty Ltd ACN 169 407 747 in reference to a Customer domiciled in Australia or New Zealand and Shippit Pte Ltd (UEN: 201806240K) in reference to a Customer domiciled in any other country in the APAC region (including without limitation Singapore, Malaysia, Indonesia, the Philippines and China).

Shippit IP means all rights, including Intellectual Property Rights, in any software, formulae, algorithms, know-how, ideas, concepts, techniques, data compilations, documentation, trade marks, trade secrets, copyright, inventions, instructions, directions, or technical process developed and owned by Shippit or its licensors, including all rights in the Services, Shippit Website, and Software (but excluding any Intellectual Property Rights held by Customer prior to the date this Terms commenced).

Shippit Website means Shippit’s public-facing website at shippit.com, the domain of which may be amended from time to time;

Software means:

(g) the API;

(h) any software development kit or other software, including html code, provided to the Customer or the 3PL Provider by Shippit to assist in the utilisation of the Services; and

(i) the Hosted Software,

as reviewed and amended form time to time, and includes all improvements to and modifications to that software from time to time.

Software Hosting Services means the cloud hosting and associated cloud maintenance services provided by Shippit to provide Customer with access to the Shippit platform or application.

Statement of Work or SOW means a signed statement of work between Shippit and the Customer containing the specific commercial detail of their agreement.

Start Date means the start date indicated on the relevant Order Form or Statement of Work, as applicable.

Terms means these terms of service.

Transit Protection Services means the service of compensating the Customer for the fees or costs of damage to the goods delivered by a Carrier under an Online Order.

31.2. In these Terms, except where the context otherwise requires:

(a) the singular includes the plural and vice versa, and a gender includes other genders;

(b) another grammatical form of a defined word or expression has a corresponding meaning;

(c) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;

(d) a reference to time is to the time in New South Wales, Australia;

(e) a reference to a person includes a natural person, partnership, body corporate, association, governmental or local authority or agency or other entity;

(f) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re enactments or replacements of any of them;

(g) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions;

(h) headings are for ease of reference only and do not affect interpretation;

(i) any agreement, representation, warranty, or indemnity in favour of two or more parties (including where two or more persons are included in the same defined term) is for the benefit of them jointly and severally; and

(j) a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of these Terms or any part of it.