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:

   5. 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);
   6. failure of the Carrier’s system to recognise the manifesting of a delivery even though delivery labels have been printed, and associated Carrier fees;
   7. 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:

4. 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);
5. 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: a person who Controls the party at the date of this agreement stops having Control; or 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: the person controls the company within the meaning of section 50AA of the Corporations Act, disregarding section 50AA(4); the person determines the composition of the board of directors of the company; the board of directors of the company is accustomed to act in accordance with the instructions, directions or wishes of the person; or the person holds or owns (alone or with its associates or related bodies corporate): the majority of the issued shares of the company; the majority of the issued shares of the ultimate holding company of the company; or 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: the person controls the trust within the meaning of section 50AA of the Corporations Act, disregarding section 50AA(4); the person is the sole trustee of the trust; the composition of the board of directors of any trustee company of the trust is determined by the person; 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 the person holds or owns (alone or with its associates or related bodies corporate): the majority of the issued Shares of any trustee company of the trust; the majority of the issued Shares of the ultimate holding company of any trustee company of the trust; or the majority of the units, securities or other rights entitling holders to distributions from the trust.
Delivery Fee	means the amount described in clause 6.4
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: a receiver, liquidator, provisional liquidator or administrator is appointed to that person or that person’s undertakings or assets; if that person is not solvent, within the meaning of s.95A of the Corporations Act 2001; that person enters into any arrangement with its creditors as a general body; or 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: 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; any application or right to apply for registration of any of the rights referred to in paragraph 16.1(a); and 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: the API; 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 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	The receipt of communications setting out order and delivery details in accordance with Shippit’s API. 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). The automated selection of a carrier whose parameters are consistent with the delivery details. Communication to the relevant Carrier that it has been awarded the delivery, via ‘manifesting’ an order with that Carrier. The generation of delivery labels to be printed by the Merchant. 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. 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

Products that will be excluded from Transit Protection are:

1. Narcotics, drugs not registered by [Australian drug Authority] drugs that must be accompanied by a prescription from the doctor
2. Firearms, accessories of firearms, replicas of firearms, airsoft guns, air guns, and bullets or bullets, sharp weapons, and other types of weapons
3. Government and travel documents
4. Human parts/organs.
5. Mailing lists and personal information
6. Items that harass certain parties/races or can offend others
7. Items related to the police
8. Stolen goods
9. Mystical items
10. Key openers and all accessories that support robbery/theft
11. Items that can and/or easily explode, ignite or burn themselves
12. Pornography, sex toys, tools for enlarging male vital organs, and other immoral items
13. Printed/recorded goods whose contents can interfere with security & order and national stability
14. CDs, DVDs and Pirates Software
15. All types of animals or pets
16. Trademarks
17. Automotive (Cars and Motorbikes)
18. Car Rims
19. Property (Houses, Land, etc.)
20. Non-physical products that cannot be sent through registered / unregistered courier services, including but not limited to e-books, game accounts, electric pulses or physical pulses/vouchers, internet quota vouchers, game vouchers, application vouchers, steam wallet, and others
21. Products that are not genuine products under the brand, or are related to registered brands
22. Replicas (cellphones, tablets, phablets, smartwatches and the like) or originating from the black market (black market)
23. Other items that are prohibited from being traded freely are based on applicable law in Australia.
24. All other types of goods that conflict with the Australian regulations for shipping goods
25. Other goods that violate the applicable legal provisions in Australia.
26. Fragile products that have a high chance of breaking during transit.

 

Limit of Liability

1. Max AUD $1500 anyone package include shipping cost (Actual value must be declared before shipment).

2. Definition of value of shipment:

Value of the shipment is the price per item stated in the invoice/invoice issued by the Client plus the applicable shipping cost. The cost. does not include the price of wood packing if the item sent uses the wood packing.

The value of the shipment in the above paragraph in this market represents the maximum compensation limit.

Packing materials must be in accordance with the standard-packing requirements for the shipment.

3. Total Loss and Partial loss definitions:

Damage and/or loss due to an event that is guaranteed by the Protection whereby the cost of repairs, replacements and/or recoveries to its original state shortly before the loss and/or damage is equal to or higher than 75% (seventy-five per cent) of the value of the shipment/ product.

Partial loss occurs if only a portion of the item has a total loss (damage or loss) in 1 invoice, then only part of the value of the goods will be replaced.

For condition of the box, cardboard of product got damaged during shipping (in condition, packaging of shipping is damaged):

a) Losses due to damages of the box, cardboard, some products, in the situation if Customer wants to keep the good in their own and not return the product, then the claim will not be covered.

b) Losses due to damages of the box, cardboard, some products, in the situation if Customer returns the goods to the seller, then the claim will not be covered.

c) Losses due to damages of the box, cardboard, some products, in the situation if a customer returns the good to the Insurer, then the claim will be covered.

4. For damaged goods with a value above AUD $1500.00, you may need to return products to Shippit (Axinan) for inspection. Except for foods, plants, dangerous chemicals or containing oil and water, other ingredients that are easily decayed.

5. Other Exclusions:

1. Loss or damage or loss caused or caused by intentional or embezzlement by people who work with the client or negligence by the client;
2. Loss or damage or loss caused or caused by nature of the items themselves including wear or shrinking;
3. Late arrivals arrive at the destination that exceeds the reasonable length of delivery;
4. Loss or damage or loss as a result of oxidation, pollution contamination and nuclear reaction;
5. Losses caused by collusion/conspiracy/fraud carried out in groups between buyers and sellers;
6. Damage to goods functions for electronic goods, if there is no physical damage to the insured goods, caused by the risks covered in the Policy;
7. Damage to the physical property and loss of some items that are not accompanied by damage of shipping package;
8. Pre-existing Damage for Secondhand Goods.

Trading Terms

Billing Cycle

• Your billing cycle will be daily. For booking fees, the billing cycle will be 30 days.

Payment Terms

Payment of all invoices will be within 7 days of invoice date by credit card.

The Applicant acknowledges that:

1. This Application is subject to assessment and approval by Shippit and therefore the Applicant may not necessarily be provided credit.
2. The Applicant may be required to agree to payment by way of bank account direct debit in order to be provided with credit. If the Applicant does not agree to payment by way of bank account direct debit, a Guarantee, Indemnity and Charge will be required.
3. Shippit reserves the right to change the billing method and frequency at any time.
4. The Applicant has reviewed Shippit’s Terms and Conditions of Carriage prior to signing this Application and agree to trade on the basis of those Terms and Conditions of Carriage.
5. Shippit is not a common carrier.
6. Shippit is not required to provide proofs of delivery to the Customer.
7. Freight charges are calculated on the basis of the number of items and/or dead weight and/or volumetric weight of the goods to be carried by Shippit where the volumetric weight is calculated on the basis of a cubic allowance of 250kg per cubic metre. Shippit reserves the right to adjust the freight charges in the event of any discrepancy between the Applicant’s declared number of items and/or dead weight and/or volumetric weight and the actual number of items and/or dead weight and/or volumetric weight of the goods to be carried following a re-weigh or re-measure by Shippit.
8. Payment of all invoices is to be made in full without deduction or deferment on account of any claim, counterclaim or set-off on the basis of the trading terms selected in this Application, which terms are binding upon the Applicant for all invoices.

Shippit Carrier Waiver

1. I have reviewed the shipping quotes generated by the Shippit platform for my own carrier accounts (listed in the “Carriers Configured” section above) and agree that all quotes are accurate.
2. I understand that the Shippit platform consumes and uses quotes or ETAs to allocate shipments to a chosen carrier based on lowest cost or fastest delivery speed, thus the quotes that are generated will affect how my orders are allocated to different shipping carriers. I also understand that I must inform Shippit of any changes to my contracts and shipping rates if these rates are being applied using a rate card.
3. I accept that variances can occur between the quotes generated in Shippit and the invoice I receive from my carrier due to any excess fees, changes to carrier rates or contracts and/or any difference between my declared parcel dimensions and actual parcel dimensions measured by the carrier. As a result, Shippit is not liable for any variance between the quotes generated in our platform and the invoices I receive from my carrier

Cash On Delivery:

Definitions

1. Courier Partners: Shippit’s Couriers (Aramex, Ninja Van)
2. Client: Shippits Customer.
3. Sender: User of the Shippit account.
4. Parties: Means the Client, Sender, Shippit and Courier partners.
5. COD: Cash on Delivery Service

1. Cash on Delivery Service:

1. In the event the client makes a request for Shippits courier partner to collect cash payment from the Sender’s customers during the delivery process (the “Cash on Delivery Service”), Parties agree that it shall be the responsibility of the Sender to:
   1. Enter correct information relating to the amount to be collected from the receiver into Shippit, which the Sender shall have access to.
   2. To check that correct receivers address information has been accurately entered into Shippit.
2. After 14 calendar days from the end of each calendar month, Shippit shall provide a COD statement detailing the respective amount of cash payments collected from each of the Shippers customers during the preceding month as well as the aggregate total of the cash payments collected. Upon receipt of such COD statement referred to in this the Client shall within 7 calendar days confirm or dispute the amounts provided in such payment schedule. If the Client fails to provide any reply in 7 working days, Parties agree that the amounts provided in such payment schedule shall be deemed accurate and final.
3. Parties agree that the client shall pay to Shippit for the COD Service the greater of: (i) USD 4.50 per COD Service or 3.5% of each COD Collection (“COD Service Fee”) whichever is higher. The COD service fee is subject to local sales taxes.
4. COD surcharge will be billed to the client once booked with the courier partner. The surcharge will apply regardless whether shipment is dispatched or not.
5. COD shipments refused by the receiver will be return to origin at client’s cost. This includes cases such as shipments refused by consignee due to damaged or wrong product types, wrong cash on delivery collectable amounts or amount in dispute and shipments incorrectly booked as COD.
6. If the client objects to the amounts stated in the COD statement, the Sender must notify Shippit of its objection within 7 calendar days, failing this the client is deemed to have accepted the COD statement as being accurate and final.
7. Shippit and its courier partner reserves the right to withhold all or any part of the COD collection if the Sender has not made full payment of the Fees and/or any additional charges applicable.
8. The client warrants that the bank account details provided to Shippit and/or any instruction on funds transfer to be made by Shippit in connection with the COD Service comply with the applicable Anti-Money laundering, Anti-Terrorism Financing and Proceed of Unlawful Activities Act 2001 and all the relevant policies (the “Rules”). Shippit or its courier partners reserves the right to terminate and/or suspend this Delivery Service (including the COD Service) with immediate effect if Shippit or its courier partners reasonably suspects that the Sender has breached such rules.
9. The client agrees that Shippit or it courier partners may reject any request to collect cash payment from the clients customers at its sole discretion should the Sender provide insufficient or incomplete information.