Terms & Conditions

1. This agreement

This agreement consists of this document and the Software Services Rate Card and, if applicable, Delivery Payment Services Rate Card, attached to this agreement or otherwise agreed between the parties from time to time (and if not agreed by the parties, made available by Shippit to the Merchant). Definitions and rules of interpretation can be found at the end of this document.

2. Term and Rate Cards

This agreement will continue until it is terminated pursuant to clause 3.2. During this term, Shippit may, unless otherwise agreed in writing between the parties, vary the Rate Cards on 7 days written notice.

3. Termination

3.1 Termination during Initial Fixed Term

  1. This clause 3.1 only applies if Shippit and the Merchant have agreed an Initial Fixed Term.
  2. During the Initial Fixed Term, the Merchant can terminate this agreement by notice in writing to Shippit if:
    1. an Insolvency Event occurs in relation to Shippit;
    2. Shippit breaches this agreement in a material way and either:
      1. 30 days has elapsed since the Merchant gave Shippit notice of the breach and required Shippit to remedy the breach, and Shippit has failed to remedy the breach; or
      2. the breach is not capable of being remedied.
  3. During the Initial Fixed Term, Shippit can terminate this agreement by notice in writing to the Merchant if:
    1. an Insolvency Event occurs in relation to the Merchant; or
    2. the Merchant breaches this agreement in a material way and either:
      1. 30 days has elapsed since Shippit gave the Merchant notice of the breach and required the Merchant to remedy the breach, and the Merchant and Franchisee has failed to remedy the breach; or
      2. the breach is not capable of being remedied;
    3. without prejudice to paragraph (ii) above, the Merchant is persistently late in paying any amounts due from it under this agreement; or
    4. the Merchant is subject to a Change of Control without Shippit’s prior written consent.

3.2 Termination after the Initial Fixed Term

Following the Initial Fixed Term, or if no Initial Fixed Term was agreed, the Merchant and Shippit can each terminate this agreement:

  1. in the circumstances and in the manner in which clause 3.1 permits them to terminate this agreement during the Initial Fixed Term; or
  2. without cause by 30 days notice in writing to the other (and if there is an Initial Fixed Term then may give such notice prior to the expiry of the Initial Fixed Term, provided it does not take effect until after the expiry of the Initial Fixed Term).

4. Software Services and licence

4.1 Provision of services

Subject to payment in accordance with clause 5, Shippit must provide the Software Services until termination of this agreement.

4.2 Licence

Subject to payment in accordance with clause 5, Shippit grants the Merchant a non-exclusive licence to:

  1. use, during the term of this agreement, the object code in the Software (other than the Hosted Software, which shall only be used by Shippit); and
  2. communicate with, via the API, the Hosted Software,

for the purpose of obtaining the Software Services.

4.3 Intellectual Property Rights

The Intellectual Property Rights in the Software and in all systems, procedures and confidential information related to the Software, the Software Services or the Delivery Services vest wholly and exclusively in Shippit. Nothing in this agreement confers any Intellectual Property Rights on the Merchant, other than pursuant to the express terms of the limited licence above.

4.4 Improvements

The Intellectual Property Rights in any improvements, additions or modifications to the Software made by the Merchant, whether made with or without the authority of Shippit, are hereby assigned to Shippit.

4.5 No reverse engineering

The Merchant must not attempt to reverse engineer, disassemble, decompile or circumvent the Software or any part of the Software.

4.6 No malware

The Merchant must take reasonable care to ensure that no malicious or harmful code is transmitted to Shippit in connection with its use of the Software Services or Delivery Services.

4.7 Changes

Shippit may change, modify and improve the Software from time to time, but where any such action would require the Merchant to materially modify the way it delivers information to the Hosted Software via the API, must give the Merchant as least 7 days notice before the change is implemented.

5. Payment for Software Services

5.1 Payment according to rate card

The Merchant must pay Shippit for the Software Services amounts calculated according to the Software Services Rate Card. For the avoidance of doubt, the amounts set out in the Software Services Rate Card are GST-exclusive, and the Merchant must also pay any applicable GST.

5.2 Payment terms for Software Services

Shippit must provide the Merchant with a tax invoice for all amounts owing to it under this clause 5 in respect of Software Services provided over the Merchant’s predetermined billing cycle period. The Merchant must pay that invoice in line with the Merchant’s predetermined payment terms (and if it fails to do so then Shippit will be entitled to interest calculated at the Commonwealth Bank of Australia’s ‘overdraft index rate’, or if there is no such rate the most equivalent rate published by the Commonwealth Bank of Australia, from time to time).

5.3 Establishment Fee

If an Establishment Fee has been agreed between the Merchant and Shippit, Shippit may invoice it at any time and the Merchant must pay that invoice in line with the Merchant’s predetermined payment terms, and in any case before Shippit commences any integration activities (and if it fails to do so then Shippit will be entitled to interest calculated at the Commonwealth Bank of Australia’s ‘overdraft index rate’, or if there is no such rate the most equivalent rate published by the Commonwealth Bank of Australia, from time to time).

6. Delivery Payment Services

If it chooses to in relation to the Merchant, Shippit may also offer Delivery Payment Services in relation to some Carriers. If Shippit offers Delivery Payment Services to the Merchant in relation to a Carrier:

  1. Shippit will agree rates and parameters and Carrier Terms with that Carrier which are available to Shippit’s customers;
  2. Shippit will make that Carrier available as a Carrier in the Shippit platform, and allocate deliveries to it where appropriate;
  3. in addition to payment under clause 5, the Merchant must pay to Shippit in respect of deliveries allocated to that Carrier, with Delivery Payment Services, a Delivery Fee;
  4. the Delivery Fee will be the amount calculated according to the Delivery Payment Services Rate Card and the information disclosed and confirmed by you at time of booking;
  5. Shippit must pay the amounts due to the Carrier from the Delivery Fee. To the extent that there is a shortfall or additional Delivery Surcharges imposed, the Merchant may be liable for additional charges at Shippit’s discretion;
  6. for the avoidance of doubt, the contract for delivery services shall be between the Merchant and the Carrier, and Shippit shall not be liable for any failure by the relevant Carrier to perform its duties.

7. Payment for Delivery Payment Services

7.1 Payment according to rate card

The Merchant must pay Shippit for the Delivery Payment Services amounts calculated according to the Delivery Payment Services Rate Card. For the avoidance of doubt, the amounts set out in the Delivery Payment Services Rate Card are GST-exclusive, and the Merchant must also pay any applicable GST.

7.2 Payment terms for Delivery Payment Services

7.2.1 Certain surcharges may be payable by you in addition to the Delivery Fee calculated according to the Delivery Services Rate Card. When a surcharge is payable, it may be charged directly to the payment method used to make the initial order. By making a booking on Shippit, you consent to your payment method being charged directly for relevant surcharges.

7.2.2 Any Surcharges represent the additional charges which Shippit may incur from the Carriers and are not penalties imposed by Shippit. This information is made available to you prior to placing your order.

8. Software integration, scope of agreement, Carriers and 3PL Providers, role re deliveries

8.1 Software integration and scope of agreement

  1. The Merchant is responsible for integrating its e-commerce platform and other operations with the Shippit Software and procedures. Shippit is not required to perform any integration services other than provision of the API and loading of the Carrier paramaters provided by the Merchant.
  2. The Merchant must utilise the Software Services in relation to each End Customer’s online order which has a delivery destination in the Territory (and not utilise it in relation to any orders which do not).
  3. The Merchant must do all things reasonably requested by Shippit to ensure that End Customers are exposed to any content reasonably requested by Shippit, including terms and conditions, privacy notices, receipt instructions, links to Shippit websites and applications and the like.
  4. The Merchant must ensure that its systems provide all information required by Shippit’s Software in the manner contemplated by, and otherwise in conformance with, the API.
  5. The Merchant will use its reasonable endeavours to ensure that its and its 3PL Provider’s systems implement robust error handling and retry procedures in relation to communications via the API.
  6. Shippit shall not be liable for any costs, damage, losses, claims or other consequences to the extent caused or contributed to by any failure of the Merchant or the 3PL Provider to do any of the following things (regardless of whether or not another provision of this agreement imposes an absolute obligation to do those things or an obligation to use reasonable endeavours to do those things):
    1. prevent the transmission of harmful code;
    2. integrate as contemplated by this clause 8;
    3. utilise the Software Services for the deliveries contemplated by, and only the deliveries contemplated by, this clause 8;
    4. display the content contemplated by this clause 8;
    5. provide the information contemplated by this clause 8 in the manner contemplated by this clause 8;
    6. implement robust error handling and retry procedures as contemplated by this clause 8.

    This clause shall affect the Merchant’s rights under, and take priority over, the remainder of this agreement (except clause 9.6).

8.2 Carrier side integration

  1. Shippit confirms that it is currently capable of integrating with the Existing Carriers. Unless otherwise agreed in writing, Shippit has no responsibilities to provide Software Services in respect of other Carriers.
  2. If it wishes to utilise the Software Services using its own rates agreed with Carriers or without using the Delivery Payment Services for any deliveries, the Merchant must or, must ensure that the Carriers:
    1. supply the rate cards and other parameters applicable to each relationship between the Merchant and a Carrier, in a format reasonably requested by Shippit; and
    2. provide Shippit with any changes to that information (in the same format) at least one Business Day before the change is to take effect.
  3. Shippit is not responsible for any error in the Software Services, extra expenses, delayed delivery or other damage, costs or expenses suffered as a result of such information being incorrect or not being updated (or formatted correctly).
  4. Shippit is not responsible for any error in the Software Services or Delivery Payment Services, extra expenses, delayed delivery, other damage, costs or expenses or other results suffered as a result of:
    1. any changes in a Carriers’ system disrupting Shippit’s integration with that Carrier;
    2. 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;
    3. any delays in a Carrier providing tracking information to Shippit; or
    4. any other act or omission of a Carrier.

    Such errors, expenses, delays, damage, costs, expenses and other results may include:

    1. tracking information being delayed or unavailable, and consequent delays or failures in providing that information to the Merchant or End User (including organisations, staff members and informants);
    2. failure of the Carrier’s system to recognise the manifesting of a delivery even though delivery labels have been printed, and associated Carrier fees;
    3. failures to deliver.

8.3 3PL Providers

  1. The Merchant must not use any 3PL Provider that has not been approved in writing by Shippit. Shippit must not unreasonably withhold such approval.
  2. Where the Merchant uses any 3PL Provider:
    1. the Merchant must ensure that the 3PL Provider abides by this agreement in all respects as if the 3PL Provider were itself the Merchant;
    2. the provisions of this agreement relating to integration of the Merchant with the Software apply equally to integration of the 3PL Provider with the Software;
    3. the Merchant may nominate the 3PL Provider as an authorised point of contact or recipient of certain communications under this agreement (to the exclusion of the Merchant until the Merchant withdraws that nomination);
    4. the 3PL Provider is an authorised user for the purposes of the licence in clause 4.2;
    5. except where unreasonable in the context, references in this agreement to the Merchant will be read as references to both the Merchant and the 3PL Provider; and
    6. the Merchant must ensure that any failures or errors in the provision of services by the 3PL Provider do not adversely affect the Software Services or Shippit.

8.4 Role re deliveries

  1. The Merchant appoints Shippit as its agent to conclude contracts with Carriers for the delivery of goods in accordance with the instructions of the End Customers, in accordance with the Carrier Terms (including in respect of deliveries in relation to which Shippit provides Delivery Payment Services).
  2. For the avoidance of doubt, Shippit is not a courier company, and the Merchant’s rights in respect of the physical delivery of orders shall arise under a direct contract between the Merchant and the relevant Carrier (including in respect of deliveries in relation to which Shippit provides Delivery Payment Services). Shippit is not liable for any breach of contract by a Carrier (including in respect of deliveries in relation to which Shippit provides Delivery Payment Services).
  3. For the avoidance of doubt, and without limiting paragraph (b) above, Shippit shall not be liable for any failure by the relevant Carrier to perform its duties, including any failure by a Carrier to meet a booked or predicted collection or delivery window, and including any such failure that is due to weather or traffic conditions (including in respect of deliveries in relation to which Shippit provides Delivery Payment Services).

9. Risk and liability

9.1 Limit on Shippit’s liability

Subject to clause 9.6, Shippit’s maximum aggregate liability for Claims under or in connection with this agreement, the Software Services or the Delivery Services, including Claims from the Merchant and Claims from any other party including the Merchant’s customers, is limited to, in respect of a Claim arising in any calendar year, the GST-exclusive fees received by it for Software Services (disregarding the fees received by it for Delivery Payment Services) under this agreement in that calendar year.

9.2 Notice of claims

The Merchant must give notice to Shippit as soon as possible upon becoming aware of events or circumstances which may give rise to a Claim against Shippit under or in connection with this agreement or the Software Services.

9.3 Consequential Loss

Subject to clause 9.6, but despite anything else in this agreement, Shippit shall in no circumstances be liable for any Consequential Loss in respect of any Claims arising under or in connection with this agreement or the Software Services.

9.4 Implied terms

Subject to clause 9.6, all conditions, warranties, guarantees, rights, remedies, liabilities or other terms that may be implied by custom, under the general law or by statute are expressly excluded under this agreement.

9.5 Software

Subject to clause 9.6, Shippit does not warrant that the Software will operate with any particular hardware or software, will be error free or operate without interruption or disruption or will provide any particular function or meet any particular requirements other than those set out in the definition of Software Services.

9.6 Non-excludable Claims

To the extent that the operation of this clause 9 would contravene or be rendered void under any provision of the Australian Consumer Law or any similar legislation, then the relevant part of this clause 9 shall be read down to the extent necessary to avoid that result. If such a reading down occurs in a manner that prevents the limits on Shippit’s liability above operating then, to the extent permitted by law, Shippit’s liability shall still be limited to supplying the relevant services again or the cost of having the relevant services supplied again.

10. Force Majeure

10.1 Force Majeure Event

In this clause 10 Force Majeure Event means anything outside the reasonable control of a party, including but not limited to:

  1. war, acts of God or the public enemy, national emergencies, radioactive contamination, insurrection, riot, hostile or warlike action, sabotage, terrorism, cyber attack, cyber activism, cyber sabotage, cyber terrorism, telecommunications failure, telecommunications congestion, failure of or material adverse changes in any supplier systems (including Australia Post or Carriers) or malware;
  2. industrial action (including a picket); and
  3. any legislation or regulation and any action or inaction of any government or government agency.

10.2 Consequences

If a party is wholly or partially unable to perform its obligations because of a Force Majeure Event then:

  1. as soon as reasonably practicable after the Force Majeure Event arises, that party must notify the other party of the extent to which the notifying party is unable to perform its obligations; and
  2. that party’s obligation to perform those obligations will be suspended for the duration of the delay arising directly out of the Force Majeure Event.

If the delay arising directly out of a Force Majeure Event continues or is likely to continue for more than 60 days, either the Merchant or Shippit, may terminate this agreement by notice in writing to the other.

11. Credit terms – Merchant

  1. If the Merchant persistently delays or defaults in the payment of amounts due under this agreement Shippit may, if it chooses to, require that party to pay monies to Shippit in advance to create a reasonable credit balance before further use of the Software Services.
  2. If the Merchant fails to pay any amount due under this agreement within 2 Business Days of its being due then Shippit may, if it chooses to, suspend the performance of its obligations under this agreement until all overdue invoices have been paid.

12. Capacity

Each party represents and warrants to each other party that:

  1. it is validly existing under the laws of its place of incorporation or registration;
  2. it has the power to enter into and perform its obligations under this agreement and to carry out the transactions contemplated by this agreement;
  3. it has taken all necessary action to authorise its entry into and performance of this agreement and to carry out the transactions contemplated by this agreement;
  4. its obligations under this agreement are valid and binding and enforceable against it in accordance with their terms; and
  5. the execution, delivery and performance by it of this agreement (and any other agreement required to be entered into by it in connection with this agreement) will not:
    1. result in a breach of, or constitute a default under, any agreement or arrangement to which it is party or by which it is bound; or
    2. result in a breach of any law or order, judgment or decree of any court, governmental agency or regulatory body to which it is a party or by which it is bound.

13. Support

Shippit will provide reasonable technical support via email.

14. GST

14.1 Interpretation

Words or expressions used in this clause 14 which are defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) (GST Act) have the same meaning in this clause.

14.2 Consideration is GST exclusive

Any consideration to be paid or provided for a supply made under or in connection with this agreement, unless specifically described in this agreement as ‘GST inclusive’, does not include an amount on account of GST.

14.3 Gross up of consideration

Despite any other provision in this agreement, if a party (Supplier) makes a supply under or in connection with this agreement on which GST is payable (not being a supply the consideration for which is specifically described in this agreement as ‘GST inclusive’):

  1. the consideration payable or to be provided for that supply under this agreement but for the application of this clause 14 (GSTexclusive consideration) is increased by, and the recipient of the supply (Recipient) must also pay to the Supplier, an amount equal to the GSTexclusive consideration multiplied by the prevailing rate of GST (GST Amount); and
  2. subject to clause 14.6, the GST Amount must be paid to the Supplier by the Recipient without set off, deduction or requirement for demand, at the same time as the GSTexclusive consideration is payable or to be provided.

14.4 Reimbursements (net down)

If a payment to a party under this agreement is a reimbursement or indemnification or otherwise calculated by reference to a loss, cost or expense incurred by that party, then the payment will be reduced by the amount of any input tax credit to which that party, or the representative member of the GST group that party is a member of (as the case may be), is entitled in respect of that loss, cost or expense.

14.5 Revenue (net down)

If the consideration for a supply under this agreement is calculated by reference to the consideration for another supply, in performing that calculation, the consideration payable or to be provided for the supply under this agreement excludes any GST payable included in the consideration payable for that other supply.

14.6 Tax invoices

The Recipient need not pay the GST Amount in respect of a taxable supply made under or in connection with this agreement until the Supplier has given the Recipient a tax invoice in respect of that taxable supply.

14.7 Adjustment events

  1. If an adjustment event arises in respect of a supply made under or in connection with this agreement, then:
  2. if the Supplier’s corrected GST Amount is less than the previously attributed GST Amount, the Supplier will refund the difference to the Recipient; or
  3. if the Supplier’s corrected GST Amount is greater than the previously attributed GST Amount, the Recipient will pay the difference to the Supplier; and
  4. the Supplier must issue an adjustment note to the Recipient.

15. Notices and other communications

15.1 Service of notices

A notice, demand, consent, approval or communication under this agreement (Notice) must be:

  1. in writing, in English and signed by a person duly authorised by the sender; and
  2. hand delivered or sent by prepaid post, facsimile or email to the recipient’s address for Notices specified in the Details, as varied by any Notice given by the recipient to the sender.

15.2 Effective on receipt

A Notice given in accordance with clause 15.1 takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

  1. if hand delivered, on delivery;
  2. if sent by prepaid post, two Business Days after the date of posting (or seven Business Days after the date of posting if posted to or from a place outside Australia);
  3. if sent by facsimile, when the sender’s facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice; and
  4. if sent by email, when transferred to the recipient’s mail server with the correct address details,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

16. Assignment

The Merchant may only assign this agreement or a right under this agreement with the prior written consent of the other party. Shippit may only assign this agreement or a right under this agreement if it does so in the course of assigning all such agreements or rights related to its business, or related to its business in a particular area.

17. Miscellaneous

17.1 Alterations

We reserve the right to amend these Terms and Conditions at any time. All amendments to these Terms and Conditions will be posted online. However, continued use of Shippit will be deemed to constitute acceptance of the new Terms and Conditions.

17.2 Approvals and consents

Except where this agreement expressly states otherwise, a party may, in its discretion, give conditionally or unconditionally, or withhold, any approval or consent under this agreement.

17.3 Costs

Each party must pay its own costs of negotiating, preparing and executing this agreement.

17.4 Survival

Any indemnity or any obligation of confidence under this agreement is independent and survives termination of this agreement. Any other term by its nature intended to survive termination of this agreement survives termination of this agreement.

17.5 Counterparts

This agreement may be executed in counterparts. All executed counterparts constitute one document.

17.6 No merger

The rights and obligations of the parties under this agreement do not merge on completion of any transaction contemplated by this agreement.

17.7 Entire agreement

This agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

17.8 Further action

Each party must do, at its own expense, everything reasonably necessary (including executing documents) to give full effect to this agreement and any transactions contemplated by it.

17.9 Severability

A term or part of a term of this agreement that is illegal or unenforceable may be severed from this agreement and the remaining terms or parts of the term of this agreement continue in force.

17.10 Waiver

A party does not waive a right, power or remedy if it fails to exercise or delays in exercising the right, power or remedy. A single or partial exercise of a right, power or remedy does not prevent another or further exercise of that or another right, power or remedy. A waiver of a right, power or remedy must be in writing and signed by the party giving the waiver.

17.11 Relationship

Except where this agreement expressly states otherwise, it does not create a relationship of employment, trust, agency or partnership between the parties.

17.12 Confidentiality

A party may only use confidential information of another party for the purposes of this agreement, and must keep (and must procure that its related bodies corporate also keep) the existence and the terms of this agreement, related agreements annexed to this agreement, the transactions contemplated by those agreements and any other confidential information of another party confidential except where:

  1. the information is public knowledge (but not because of a breach of this agreement) or the party has independently created the information;
  2. disclosure is required by law or a regulatory body (including a relevant stock exchange) and (if practicable) the notifying party has taken reasonable action to minimise the extent of such disclosure and has given the other party a reasonable opportunity to comment on the contents of, and the requirement for, the disclosure; or
  3. disclosure is made to an employee or service provider of that party who must know for the purposes of this agreement on the basis that the person keeps the information confidential.

Shippit may disclose that it provides services to the Merchant and the general nature of those services and use the Merchant’s logos and trade marks for that purpose in promotional materials with the prior written consent of the Merchant.

Shippit may also use any information gathered in the operation of its service for the following purposes:

  1. analysis and improvement of the Software Services provided by Shippit generally (not just the Software Services provided to the Merchant or related end users including organisations, staff members and informants);
  2. using non-identifiable information to better inform marketing activities.

17.13 Announcements

A public announcement in connection with this agreement or a transaction contemplated by it must be agreed by the parties before it is made, except if required by law or a regulatory body (including a relevant stock exchange), in which case the party required to make an announcement must, to the extent practicable, first consult with and take into account the reasonable requirements of each other party.

17.14 Governing law and jurisdiction

This agreement is governed by the law of New South Wales, Australia and each party irrevocably and unconditionally submits to the nonexclusive jurisdiction of the courts of New South Wales, Australia.

18. Defined terms & interpretation

18.1 Defined terms

In this agreement:

3PL Provider means any entity which provides warehousing or non-Carrier logistics services to the Merchant
API means the application programming interface provided by Shippit for interaction with the Hosted Software, as reviewed and amended from time to time
Carrier means a business providing delivery services to the Merchant
Carrier Terms means the contractual terms between a Merchant and a Carrier (and in respect of deliveries in relation to which Shippit provides Delivery Payment Services, means the terms agreed between Shippit and the Carrier and made available by the Carrier to Shippit’s customers)
Change of Control means, in relation to a party, that either:

  1. a person who Controls the party at the date of this agreement stops having Control; or
  2. a person who does not Control the party at the date if this agreement begins to have Control.
Consequential Loss means any indirect, special or consequential loss and any loss of profits, loss of revenue, loss of goodwill, loss or damage due to business interruption or loss of production
Control means,

in relation to a company by a person:

  1. the person controls the company within the meaning of section 50AA of the Corporations Act, disregarding section 50AA(4);
  2. the person determines the composition of the board of directors of the company;
  3. the board of directors of the company is accustomed to act in accordance with the instructions, directions or wishes of the person; or
  4. the person holds or owns (alone or with its associates or related bodies corporate):
    1. the majority of the issued shares of the company;
    2. the majority of the issued shares of the ultimate holding company of the company; or
    3. the majority of any securities or other rights granted by the company entitling holders to distributions based on the profits, earnings or net liquidation proceeds of the company; and

in relation to a trust by a person:

  1. the person controls the trust within the meaning of section 50AA of the Corporations Act, disregarding section 50AA(4);
  2. the person is the sole trustee of the trust;
  3. the composition of the board of directors of any trustee company of the trust is determined by the person;
  4. the board of directors of any trustee company of the trust is accustomed to act in accordance with the instructions, directions or wishes of the person; or
  5. the person holds or owns (alone or with its associates or related bodies corporate):
    1. the majority of the issued Shares of any trustee company of the trust;
    2. the majority of the issued Shares of the ultimate holding company of any trustee company of the trust; or
    3. the majority of the units, securities or other rights entitling holders to distributions from the trust.
Delivery Fee means the amount described in clause 6.1(d)
Delivery Payment Services means the payment of Carriers for their services by Shippit, on behalf of the Merchant
Delivery Payment Services Rate Card means the rate card agreed between the parties, as amended from time to time in accordance with this agreement, and if no rate card has been agreed the rate card made available by Shippit to the Merchant.
End Customer means a retail customer of the Merchant that orders goods via the Merchant’s online sales site.
Establishment Fee means any fee agreed between the Merchant and Shippit for establishment of the Merchant account and initial integration
Hosted Software means the software used by Shippit to provide the Software Services and Delivery Services and not provided by Shippit to the Merchant for installation on equipment controlled by the Merchant.
Initial Fixed Term means any period agreed in writing between Shippit and the Merchant as the Initial Fixed Term.
Insolvency Event affects a person if:

  1. a receiver, liquidator, provisional liquidator or administrator is appointed to that person or that person’s undertakings or assets;
  2. if that person is not solvent, within the meaning of s.95A of the Corporations Act 2001;
  3. that person enters into any arrangement with its creditors as a general body; or
  4. any of those things occur in relation to a related body corporate (within the meaning of the Corporations Act 2001) of that person.
Intellectual Property Rights means all intellectual property rights, including the following rights:

  1. patents, copyright, rights in circuit layouts, designs, moral rights, trade and service marks (including goodwill in those marks), domain names and trade names and any right to have Confidential Information kept confidential;
  2. any application or right to apply for registration of any of the rights referred to in paragraph 16.1(a); and
  3. all rights of a similar nature to any of the rights in paragraphs 16.1(a) and 16.1(b) that may subsist anywhere in the world (including Australia),

whether or not such rights are registered or capable of being registered.

Local Software means the software provided by Shippit to the Merchant for installation on equipment controlled by the Merchant
Software means the:

  1. the API;
  2. any software development kit or other software, including html code, provided to the Merchant by Shippit to assist Shippit to utilise the Software Services; and
  3. the Hosted Software,

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

Software Services
  1. The receipt of communications setting out order and delivery details in accordance with Shippit’s API.
  2. The processing of those details via Shippit’s Hosted Software, using the cost, delivery area, package dimensions, package weight and other parameters supplied to Shippit by the Merchant or by the Merchant’s supported Carriers on the Merchant’s behalf (and when determined by Shippit, in limited circumstances only, the communication of delivery details or acquisition of parameters from Carriers on a real-time basis).
  3. The automated selection of a carrier whose parameters are consistent with the delivery details.
  4. Communication to the relevant Carrier that it has been awarded the delivery, via ‘manifesting’ an order with that Carrier.
  5. The generation of delivery labels to be printed by the Merchant.
  6. Receipt of order tracking information from the Carrier and provision to the Merchant and End Customer, for most events via the Shippit portal; to the End Customer via email; and for one event (to be selected by the Merchant on a contract-wide basis) via SMS to the Customer.
  7. The creation of tickets in the Merchant’s Zendesk customer support system when certain events (or omissions) indicating a possible problem with the delivery occur. For example, if tracking information received from the Merchant’s Carriers indicate that a delivery has been in one phase of a delivery process for longer than a certain time.
Software Services Rate Card means the rate card agreed between the parties, as amended from time to time in accordance with this agreement, and if no rate card has been agreed the rate card made available by Shippit to the Merchant.
Territory means the territory specified in Shippit’s ‘Standard Territory’ link on the webpage setting out these terms and conditions

19. International Deliveries

Please check that your contents can be shipped before creating your consignment. Items that are strictly

Prohibited are listed as such and CANNOT be sent through our services.

Prohibited items could be subject to non-collection, delay or return. If a Prohibited item is collected and then later returned, no refund of carriage will be given and return charges may be applicable.

In the event of damage, a Prohibited item may be discarded depending on the condition of the parcel. No claim for loss or damage can be made on a Prohibited item.

In addition, the sender will be liable for any damages caused in transit to other shipments or property resulting from sending a Prohibited item.

Shippit Pty Ltd operates an automated booking service. If you chose to purchase additional transit cover on a Prohibited item the cover is invalidated.

Shippit Pty Ltd has a checkbox that must be ticked to state the Prohibited items & Terms and Conditions list have been read before an order can be completed.

Please note – Hazardous / Dangerous goods are strictly prohibited from our services. Failure to declare Dangerous goods can lead to prosecution where unlimited fines and imprisonment is possible.

The Prohibited Items be read and understood as part of these Terms and Conditions.

19.1 Prohibited Items

The following items are strictly prohibited from shipment, and must not be sent through our services under any circumstance. Any of these items being sent may result in prosecution, heavy fines and imprisonment.

  1. Any item that is not currently packaged or in a box
  2. Aerosol cans/sprays
  3. Tobacco and tobacco products
  4. Animal skins / Furs on the cities list of endangered species. (certificate required; refer to www.cities.org)
  5. Ivory and ivory products
  6. Articles of exceptional value (eg, works of art, antiques, precious stones, gold and silver).
  7. Box with Hazardous label – Items sent with a Hazardous label attached will be classed as such. DO NOT REUSE OLD HAZARDOUS BOXES
  8. Car Batteries
  9. Airbag Modules
  10. Dangerous goods – eg Explosives / Fireworks / Christmas Crackers / Radioactive Materials / Deactivated
  11. Engines / Generators / Gearboxes or any part containing or having contained oil/petrol unless flushed through
  12. Fire Extinguishers / Life Jackets
  13. Gold & Silver & precious metal Jewellery
  14. Goods moving under ATA Carnet and all temporary exports and imports; goods moving under FCR, FCT and CAD (Cash Against Document)
  15. Hazardous materials eg Paint / Adhesives / Chemicals / Flammable resins/ solvents/ liquids / Compressed Air & Empty cylinders / Items containing any gases – See Also Household goods
  16. Household goods containing flammable or corrosive liquids, such as oven or drain cleaners / perfume, aftershave/ hairspray/ nail varnish and remover/ antiseptic wipes …
  17. Human Remains / Body Fluids
  18. Liquids / Adhesives / Paint / Oil / Creams / Gels
  19. Living animals or plants
  20. Dead animals
  21. Magnets or items containing ferro-magnetic material
  22. Milk Powder to China, Singapore & Hong Kong
  23. Mobile Phone with Sim card / Mobile phone with or without Sim to any Residential address in Turkey
  24. Currency
  25. Antiques, works of art or valuable documents.
  26. Glass or glass related products
  27. Personal Effects
  28. Pornographic materials (Please check country)
  29. Toner / Ink Cartridges / Printers / Fax Machines or Photocopiers to any destination outside of the UK.
  30. Wet or Lithium Batteries or any item containing them (Such as, but not limited to, an iPhone (Not including Dry Cell)
  31. Prescribed Drugs / Medication / Any Controlled and Illegal substance including Khat to all countries.

Shippit – Transit Protection Terms and Conditions

1. Terms and Conditions

1.1 Terms

(a)  These Terms and Conditions set out the basis on which Shippit Pty Ltd ACN 169 407 747 (we, our and us) agrees to provide Transit Protection to You to protect Your goods from loss or damage whilst they are in our possession and during the period we provide the Services to You.

(b)  These Terms and Conditions form part of and are to be read in conjunction with our standard Terms and Conditions (Standard Terms) for the provision of the Services. To the extent there is any conflict in relation to the provision of Transit Protection under these Terms and Conditions and the Standard Terms, these Terms and Conditions prevail.

(c)  By engaging us to provide Transit Protection in connection with the Services, You warrant that You have read, understood and agree to be bound by these Terms and Conditions.

(d)  You agree and acknowledge that the level of Transit Protection varies depending on the Transit Protection Limitation Amount You select. The Transit Protection Limitation Amount will affect the maximum value that You can claim from us in respect of any loss or damage to your goods whilst we provide the Services.

1.2 Changes to these terms

We reserve the right to amend these Terms and Conditions at any time. All amendments to these Terms and Conditions will be posted online. However, continued use of Shippit will be deemed to constitute acceptance of the new Terms and Conditions.

2. Transit Protection Services

2.1 Transit Protection

(a)  Transit Protection commences when

  • (i)  the goods are received by us; and
  • (ii)  You have paid the Transit Protection Fee

(b)  Transit Protection is non-transferable to other goods or third parties.

(c)  You agree and acknowledge that:

  • (i) the Transit Protection and these Terms and Conditions are not an insurance certificate or the Transit Protection does not constitute insurance coverage; and
  • (ii) You are responsible for ensuring that all packaging of the goods You supply to us comply with our Transit Packaging Guidelines which can be found at: https://support.shippit.com/hc/en- us/articles/115012372847- Packaging-Guidelines.

2.2 Limit Type

(a)Unless You have elected for us to provide You Transit Protection and agreed to be bound by these Terms and Conditions, we do not provide You with protection against loss or damage to goods during carriage or while we are providing the Services (subject to any liability that cannot be excluded by law).

(b)  If You elect to have Transit Protection but do not select a Limit Type, each shipment will be limited by the Transit Protection at the lowest Transit Protection Limitation Amount and You will be charged accordingly.

(c)  You may select the Limit Type of protection You require by selecting the options available on the SN.

(d)  You may change your Limit Type at any time by providing us notice in writing and paying any difference in the Transit Protection Fee (as required).

2.3 Transit Protection Fee

(a) In consideration for us providing You with Transit Protection, You will pay the Transit Protection Fee.

(b) The Transit Protection Fee must be paid prior to the provision of the Services by us

2.4  Opt-out

(a)  You are required to opt in to receive Transit Protection from us.

(b)  Once You have opted in, You will receive Transit Protection for all future goods You ship with us and will be charged the Transit Protection Fee per shipment (unless You opt out or fail to declare a good’s value).

(c)  You may expressly opt out of Transit Protection by using our online portal.

(d)  If You opt out of receiving Transit Protection and You have already paid the Transit Protection Fee in respect of the goods, You acknowledge that You are not entitled to a refund of the Transit Protection Fee in respect of those goods.

2.5  Cancellation

(a)  You agree and acknowledge that we may, unless otherwise provided by applicable law, cancel Your Transit Protection:

  • (i)  at any time for fraud or material misrepresentation by You; or
  • (ii)  in the event of your breach any of these Terms and Conditions.

(b)  We reserve the right to cease providing the Transit Protection service at any time by providing notice to You in writing.

(c)  In the event we cease providing Transit Protection, You have already paid the Transit Protection Fee in respect of Your goods and we have commenced providing the Services to You, You will still receive the benefit of the Transit Protection in respect of those goods.

(d)  In the event we cease providing the Transit Protection, You have already paid the Transit Protection Fee in respect of Your goods and we have not commenced providing the Services to You, we may elect (in our discretion) to either refund the Transit Protection Fee You have paid or provide You with the benefit of the Transit Protection in respect of those goods.

 

3. Transit Protection Claims

3.1 Transit Protection Claim

(a)  You may make a claim in connection with Your Transit Protection in writing in a form reasonably specified by us on our website (Transit Protection Claim). The Transit Protection Claim must be:

  • (i)  sent to our address at: Shippit – Level 10, 130 Pitt St, Sydney, 2000 NSW; or
  • (ii)  emailed to us at: transit_protection@shippit.com.

(b)  You agree and acknowledge that You may only make (1) Transit Protection Claim per shipment/good.

(c)  Subject to applicable law, we may decide in our discretion whether to replace or repair the goods under the Transit Protection Claim.

3.2 Time Limits

In order to be eligible to receive Your Transit Protection, You must notify us of any Transit Protection Claim and provide us with a completed Transit Protection Claim form within the following time frames:

(a)  where the Recipient has confirmed in writing that damage has occurred in relation to the goods within 7 days from the date of the delivery of the goods to the Shipping Address; and

(b)  in relation to any claim for non-delivery, within 14 days after the Shipping Date.

3.3 Required claim information

(a)  Where You submit a Transit Protection Claim, You must provide us with:

  • (i)  evidence of the damage caused to the goods the subject of your claim (including photos) or a statement confirming that the goods have not been received; and
  • (ii)evidence (to our reasonable satisfaction) detailing the value of
    the goods (being the full retail price paid by the Recipient of a delivery) and substantiating the basis for your Transit Protection Claim.

(b)  You agree to provide us with all information, documents or evidence that we reasonably request for the purpose of considering or processing your Transit Protection Claim

3.4 Claim acceptance or rejection

(a) We will use reasonable endeavours to notify You within 72 hours from the receipt of Your Transit Protection Claim, whether Your Transit Protection Claim has been accepted or rejected by us.

(b)  In the event Your Transit Protection Claim is rejected, we will provide You with written reasons as to why Your Transit Protection Claim was rejected.

(c)  If You require further information from us regarding why Your Transit Protection Claim has been accepted or rejected, You can contact us at: transit_protection@shippit.com.

4. Excluded claims

(a)Unless otherwise agreed by us or required by applicable law, Transit Protection does not apply to your goods or our Services if:

  • (i)You fail to comply with these Terms and Conditions;
  • (ii)  the loss, damage or injury relates to Excluded Goods;
  • (iii)  the loss damage or injury relates to Prohibited Items;
  • (iv)  the loss, damage or injury caused to goods is as a result of fair wear and tear, loss in weight or volume or shrinkage;
  • (v)  we determine, acting reasonably, that the damage, loss, or injury caused to the goods could not have been caused by the provision of the Services;
  • (vi)  the Shipping Address provided by You is incorrect or incomplete;
  • (vii)  the Shipping Address is a post office box, roadside drop or postal mail box;
  • (viii)  the goods packaging does not comply with our Transit Packing Guidelines;
  • (ix)  the damage, loss or injury to the goods was caused by a third party;
  • (x)  You do not pay the Transit Protection Fee;
  • (xi)  the loss, damage or injury to the goods was caused by a Force Majeure Event;
  • (xii)  You fail to provide any evidence reasonably requested by us for the purpose of processing or considering your Transit Protection Claim;
  • (xiii)  we of the opinion, acting reasonably, that the goods had the damage prior to the commencement of our Services; or
  • (xiv)  You fail to establish the value of the goods claimed and the loss suffered in connection with your Transit Protection Claim.

(b) Transit Protection is offered subject to the Terms and Conditions stated in this document and in accordance with the goods manufacturer’s instructions. We reserve the right to refuse, suspend or withdraw the Transit Protection at any time without prior notice (acting reasonably).

5. Payment of Claim

(a)  The maximum amount that You may recover from us under the Transit Protection Claim will be the lesser of:

  • (i)  the value of the goods, being the full retail price paid by the
    Recipient of a delivery;
  • (ii)  the Transit Protection Limitation Amount; and
  • (iii)  the cost to repair the goods (if applicable),

which we will determine in our discretion, (acting reasonably).

(Recovery Amount).

(b)  Subject to these Terms and Conditions, the Recovery Amount will be paid into Your nominated bank account as provided in Your Transit Protection Claim.

(c)  Applicable taxes, if any will not be included in any payments made by us to You.

6. Your obligations

(a)  You warrant that You:

  • (i)  have full power and authority to enter into and perform your obligations under these Terms and Conditions;
  • (ii)  will comply with all relevant laws and reasonable instructions of us in connection with the provision of the Services by us (including packaging and delivery instructions);
  • (iii)  all applicable customs, imports and exports laws have been complied with in connection with the goods; and
  • (iv)  will not directly or indirectly alter or tamper with the goods, which would change the specification of the goods. In such circumstances, the Transit Protection shall not cover include any service or repair and decision by us shall be final and binding.

(b)  In the event any of the warranties You have provided are false or misleading, we may, in our discretion (acting reasonably) terminate your Transit Protection and/or fulfil a Transit Protection Claim (acting reasonably).

7. General

7.1  Assignment

You agree and acknowledge that You may not assign Your rights or obligations under these Terms and Conditions.

7.2  Limitations

(a)  To the fullest extent permitted by law, the Transit Protection expressly provided in this document is the sole and exclusive Transit Protection provided in connection with the goods and no other warranties, representations, endorsements or conditions of any kind, whether oral, written, express, implied or statutory, including without limitation any implied warranties of acceptable quality or fitness for a particular purpose, and warranties against hidden or latent defects, are provided. In so far as any warranties cannot be excluded, such warranties shall be limited to these Terms and Conditions and for the period of Transit Protection provided to you.

(b)  To the fullest extent permitted by law, we shall not be in any way liable for any consequential, incidental, indirect, special or similar damages whatsoever arising from or in connection with the use, inability to use or performance of the goods or Services and/or in relation to us and/ or our partners, including without limitation loss of revenue, loss of profits, loss of opportunity, loss of business, loss of goodwill, loss of reputation, failure to realize savings or other benefits, loss of use of the goods or any associated equipment, loss of or damage to other property due to the malfunction of the goods, costs of substitute equipment, loss due to downtime cost, costs of recovering, reprogramming or reproducing any program or data stored in or used with a system containing the goods, or loss, damage, corruption or compromise of data, whether due to breach of warranty, strict liability, goods liability, the negligence of us and/ or its partners, or otherwise, even if we and/ or our partners is aware of the possibility of such damages.

(c)  It is Your responsibility to secure and/or back up or remove any programs, data or other materials and content stored in or for the goods. We assume no responsibility for any loss, damage, destruction, alteration or failure to maintain confidentiality of programs, data, information or other materials or content left in the goods, howsoever caused, whether during servicing of the goods, through use of synchronisation software for the goods, or otherwise.

7.3 Set off

Where You make a valid Transit Protection Claim and there are outstanding amounts owed by You to us, we reserve the right to set off any amount payable to us against any amounts payable to You.

7.4 Privacy

You acknowledge and agree that we may collect your personal information in order to provide the Services, the Transit Protection or process your Transit Protection Claim. We may use and disclose some or all of Your personal information as outlined in our Privacy Policy which is available from our website at https://www.shippit.com/privacy/.

7.5 Entire Agreement

These Terms and Conditions represent the entire agreement between You and us.

7.6 Severance

Any provision of these Terms and Conditions which are invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining provisions of the Terms and Conditions or the validity of that provision in any other jurisdiction.

7.7 Governing Law

These Terms and Conditions are governed by the laws of Victoria. The parties irrevocably submit to the non-exclusive jurisdiction of the courts having jurisdiction in that state.

8. Definitions

In these Terms and Conditions unless the context otherwise requires:

Excluded Goods means:

(a) Any item that is not currently packaged or in a box;

(b) Aerosol cans/sprays;

(c) Tobacco and tobacco products;

(d) Animal skins / Furs on the cities list of endangered species. (certificate required; refer to www.cities.org);

(e) Ivory and ivory products;

(f) Articles of exceptional value (e.g., works of art, antiques, precious stones, gold and silver);

(g) Box with Hazardous label – Items sent with a Hazardous label attached will be classed as such. DO NOT REUSE OLD HAZARDOUS BOXES;

(h) Car Batteries;

(i)  Airbag Modules;

(j)  Dangerous goods – e.g. Explosives / Fireworks / Christmas Crackers / Radioactive Materials / Deactivated;

(k)  Engines / Generators / Gearboxes or any part containing or having contained oil/petrol unless flushed through;

(l)  Fire Extinguishers;

(m)  Life Jackets;

(n)  Gold & Silver & precious metal Jewellery;

(o)  Goods moving under ATA Carnet and all temporary exports and imports; goods moving under FCR, FCT and CAD (Cash Against Document);

(p)  Hazardous materials e.g. Paint / Adhesives / Chemicals / Flammable resins/ solvents/ liquids / Compressed Air & Empty cylinders / Items containing any gases – See Also Household goods;

(q)  Household goods containing flammable or corrosive liquids, such as oven or drain cleaners / perfume, aftershave/ hairspray/ nail varnish and remover/ antiseptic wipes;

(r)  Human Remains, Body Parts or Body Fluids;

(s)  Liquids / Adhesives / Paint / Oil / Creams / Gels;

(t)  Living animals or plants;

(u)  Dead animals;

(v)  Magnets or items containing ferro-magnetic material;

(w)  Currency;

(x)  Antiques, works of art or valuable documents;

(y)  Glass or glass related products;

(z)  Personal Effects;

(aa)  Pornographic materials;

(bb) Wet or Lithium Batteries or any item containing them (Such as, but not limited to, an iPhone (Not including Dry Cell); or

(cc) Prescribed Drugs / Medication / Any Controlled and Illegal substance including Khat to all countries.

Force Majeure Event means any circumstances that is beyond our reasonable control, which includes but is not limited to:

(a)  war;

(b)  accident, civil commotion;

(c) riot;

(d) military action;

(e) sabotage;

(f) act of terrorism;

(g) vandalism;

(h) embargo;

(i) judicial action;

(j) labour dispute;

(k) an act of a government or a government authority;

(l) acts of God;

(m) earthquake;

(n) fire;

(o) flood;

(p) pandemic;

(q) epidemic, plague or other natural calamity;

(r) computer viruses, hacker attacks or failure of the internet or delay; or

(s) failure or default by any other supplier.

Limit Type means the level of warranty protection cover selected by You in connection with Transit Protection.

Prohibited Items means items that must not be sent using our Services, including dangerous, hazardous, illegal or prohibited items.

Recipient means the company, partnership, trust, joint venture, business or individual who receives the goods delivered by us on your behalf.

Services means the transportation, delivery, operations and services we provide in connection with your goods.

Shipping Address means the address nominated by You for delivery of the goods to the Recipient.

Shipping Date means the date the goods are dispatched from our premises following receipt of the goods from you.

SN means an electronic copy shipment note in a form approved by us and completed by you.

Terms and Conditions means the terms and conditions contained in this document.

Transit Protection means the warranty protection services provided to You to protect your goods from loss, damage or injury whilst they are in our possession or control.

Transit Protection Fee means the fee payable to us by You for the provision of the Transit Protection which is calculated based on the Transit Protection Limitation Amount selected by you.

Transit Protection Limitation Amount means the maximum amount that can be recovered under the Transit Protection pursuant to the Limit Type selected by You before commencement of the Services.

Transit Packaging Guidelines means the Shippit transit packaging guidelines, published on our website.

We, us our means Shippit Pty Ltd (ACN 169 407 747), our related bodies corporate, agent, employees and contractors.

You or Your means the company, partnership, trust, joint venture, business or individual who engages us to provide the Services and we enter into a contract with for the provision of the Services and Transit Protection.