Terms And Conditions

Commercial In Confidence - Rendr Pty Ltd Terms and Conditions

This is an agreement between Rendr Pty Ltd and

KEY INFORMATION PAGE

Rendr Details (Rendr, we, us, our)

Rendr Pty Ltd ACN 624 723 691

Address: Level 3/7 Howard Street, Richmond, VIC, 3121

Our Contact details: merchants@rendr.delivery

Term

Ongoing until terminated under paragraph 14

Services

‘Last Mile/On Demand’ Delivery Services for online orders placed by Customers via your website or app or Platform, as further described in Schedule 1.

‘SaaS’ Platform Subscription Services providing you with access to the Rendr Platform.

(together called Merchant Partner Site Services)

Fees

Fees are:

SaaS Platform Subscription Fees

SAAS Platform Subscription Fees applicable for access to the Rendr Technology & Services

Tier Transactions P/M

Monthly Subscription

Rendr Lite

0 – 49 transactions = $9.99

Rendr Starter

50 - 99 transactions = $49.00
100-299 transactions = $129.00

30-day free trial (Nil SaaS Subscription Fees) or a period as otherwise agreed in writing (Trial Period) after which the above SaaS Subscription Fees will automatically be payable for the Merchant Partner Site Services for the ongoing Term in accordance with this Agreement.

plus

Last Mile / On-Demand Delivery Fees (Rendr Carrier Network) and additional delivery charges actually incurred (e.g., futile, etc) which are determined by the prevailing rates indicated in the Rendr Platform at the time of acceptance by the Customer or you in connection with a Product Purchase Transaction (which may be payable by you or a customer).

plus 10% GST and subject to any agreed additions or deductions in accordance with this Agreement.

Note, as at the commencement of the term of this contract the negotiated rates are as follows:

Metro Only Locations

Rendr Fast (<3 Hour Delivery) - Store/DC to Door

0-2km = $12.99 (ex. GST)

+ $1.75 (plus GST) per km thereafter between 3-20km

Rendr Same Day Delivery - Store/DC to Door

0-2km = $11.99 (ex. GST)

T&Cs

Up to a max of 22kgs for Fast & Flexible deliveries
Up to 30 kg for multiple parcels (max 2) being delivered to the same location on a Rendr Fast and Flexible service.
Maximum Dimensions per parcel: 150cm x 150cm x 150cm
Transit times do not include merchant prep time which is defined by each merchant
All returns are charged in full
All cancellations (futile charge) are charged in full
Waiting time charges will apply after 10 minutes
The above pricing excludes GST
Cut-off for Same Day Delivery is 12pm for collection and delivery on the current day
Service is Monday - Sunday
Metro vs Regional Location Guide - Please refer to Australia Post's Postcode definitions to see which postcode ranges are considered metro or regional

Rendr Fast / Flexible Delivery of Items Over 22 kilograms – Store to Door

For merchants seeking delivery services for products exceeding 22 kilograms, pricing details will be available upon request. Please be aware that pricing for these specific items is determined based on the following factors:

- Product weight

- Product dimensions

- Pickup and delivery locations

Despite anything else in this Agreement, we may propose an adjustment to the Fees as outlined in Clause 6.3

Delivery Price Adjustments

In the event the cost price quoted to Rendr by a carrier for a specific delivery exceeds 20% of the aforementioned quoted rates, Rendr reserves the right to take the following actions:

1. Rendr may opt to cancel the delivery.

2. However, before initiating the cancellation, Rendr commits to contacting the merchant to request approval for a “one-time price” adjustment. If a price adjustment is deemed necessary, Rendr will exclusively invoice the merchant for the actual cost of the delivery without any additional margin.

(i) Please note that all price adjustments require written authorization from the merchant before proceeding with the delivery, unless otherwise agreed.

Remittance

Merchant Partner Site Services

You will collect the Product Purchase Transaction Price and Delivery Price, any applicable surcharges and additional delivery charges from Customers (or you may agree to bear some or all of the Delivery Price), and you will remit to us, on the basis of invoices provided by us:

the applicable SaaS Fees; and
the Delivery Price,

subject to any agreed additions or deductions in accordance with this Agreement.

GENERAL TERMS

INTRODUCTION

These terms apply to provision and receipt of the Merchant Partner Site Services.
The Agreement between you and us incorporates these General Terms as supplemented by the Merchant Partner Site Terms.
To the extent of any inconsistency between these General Terms and the Merchant Partner Site Terms, the General Terms prevail (except to the extent expressly set out otherwise in the Merchant Partner Site Terms).
For the purpose of this Agreement, you acknowledge that you represent and act on behalf of the Merchants. Any reference to ‘you’ or ‘your’ in this Agreement refers to both the entity listed on the Key Information Page and any Merchants obtaining the Services, as the context requires. You assume all responsibility for any acts or omissions by the Merchants and performance by the Merchants of its or their obligations under this Agreement.
DEFINITIONS

Capitalised words used in these General Terms are defined in the section of this Agreement marked “Definitions”, located at the end of the Agreement.

TERM

This Agreement commences on the Start Date and continues for the Term unless terminated earlier under paragraph 14.

OUR ROLE
We will provide the Services set out on the Key Information Page. These are further detailed in the Merchant Partner Site Terms.
Without limiting any Service Specific Terms, we will provide the Services:
with due care, diligence and skill;
in a timely and professional manner;
using appropriately trained, qualified and skilled personnel; and
in compliance with all applicable laws.
You acknowledge and agree that our performance of the Services is and will be dependent on:
you performing your obligations under this Agreement, including meeting Your Commitments; and
in the case of Delivery Services, any request for Delivery Services (by you or a Customer) being a Qualifying Delivery Request.
You may request us to provide Additional Services from time to time during the Term. Any agreement regarding Additional Services must be in writing and signed by each of us, and only entered into subject to this Agreement.
YOUR ROLE
General obligation

You must:

without limiting the Service Specific Terms:
comply with all laws and regulations that apply to your receipt of the Services, use of the Platform, sale of Products or fulfilment of your obligations under this Agreement; and
not through any act or omission place us or our Related Entities in breach of any laws or regulations;
not make any misrepresentation about us, the Services or the Platform to any person;
provide us with complete, accurate and up to date information for the purposes of us providing the Services, and not provide us with any information that is misleading;
act reasonably and in good faith at all times and give us such assistance and co-operation as we reasonably request in a timely manner;
comply with any of our policies, as notified to you from time to time, including any procedures and protocols required for the delivery of prescription-only medicine or products which contain alcohol;
not incur any liability on our behalf or in any way make any contract binding upon us or give or make or purport to give or make any promises, representations, warranties or guarantees on our behalf except as we expressly authorise in writing;
immediately bring to our attention any improper or wrongful use of the Platform or any possible infringement of our Intellectual Property Rights which you become aware of;
notify us as soon as practicable after becoming aware that you are subject to any investigation by a government agency or regulator that may be relevant to the Services; and
where the Delivery Services are to be provided in respect of Products which do or may constitute or contain liquor:
hold and maintain a current licence or registration authorising the sale and delivery of liquor to consumers in each state or territory in which such Products are to be offered for sale;
operate at all times, including in respect of any Delivery Transactions, orders or directions to us, in strict compliance with the terms of such licence or registration, including any and all restrictions and conditions attached to that licence;
immediately inform us of any changes to such liquor licence(s), including in respect of the licensee entity, premises, conditions, or any other material information;
immediately inform us of any circumstances constituting breach of your licences or registrations or law applicable to the sale and/or delivery of alcohol, as well as any investigations for or allegations or convictions in respect of such a breach;
ensure that every Customer who orders Products to which the Delivery Services will be applied has confirmed that they are over the age of 18 and are legally permitted to purchase liquor and have it delivered to their nominated address, and that the Customer has been notified that it may be required to produce identification/proof of age as a condition of delivery; and
comply with any lawful conditions, restrictions or directions that we issue or notify to you from time to time in respect of the application of the Delivery Services to liquor Products and not represent to any person that the Delivery Services will or may be provided in any manner inconsistent with applicable law and regulation.
RENDR CARRIERS
Relationship
Rendr Carriers are a network of carriers that we are able to access through the Platform, in order to facilitate provision of the Delivery Services.
Our Platform enables engagement of Rendr Carriers for you or the Customer.
You acknowledge that Rendr Carriers are not employees, agents or contractors of Rendr.
The Customer or you are responsible for paying the Delivery Price to us.
Other than ensuring that the Delivery Services are provided in accordance with this Agreement, we are not in any way responsible for any acts, omissions or conduct of Rendr Carriers.
Not a courier service

You acknowledge that we are not, and do not represent or hold ourselves out to be, a courier service provider or common carrier.

FEES
Fees are payable by you
In exchange for us providing the Services, you agree to pay the Fees to us.
The Delivery Price, Monthly Subscription, and where applicable the Per Delivery SaaS fees. The payment process of Fees is detailed in the Key Information Page and the Service Specific Terms.
Each of us acknowledges that:
you set the Product Purchase Transaction Price in your absolute discretion; and
we set the Delivery Price in our absolute discretion (which will be based on a number of variables, including, Collection Point, Delivery Point, Delivery Time and Delivery Service, Product Dimensions, Vehicle and Carrier Selection.

(d) If either party fails to make a payment of monies due to be paid by either of them under the terms of this Agreement on the due date required for payment, the non- defaulting party may charge the defaulting party interest on any outstanding sum a default charge in relation to the unpaid amount calculated by applying an interest rate being the rate prescribed from time to time by the Commonwealth Bank of Australia’s commercial lending rate plus 2% to the unpaid amount on a daily basis from the date the unpaid amount became due until the date that it is paid in full.

(e) If either party fails to make a payment to the other party as required under the terms of this Agreement, the non- defaulting party may declare any amounts actually or contingently owing by the defaulting party to the non- defaulting party to be immediately due and payable.

(f) If either party fails to pay any amounts when due, then in addition to any other amount payable under this Agreement, the defaulting party must pay to the non- defaulting party upon demand any costs incurred in connection with enforcement of any of the non- defaulting party’s rights under this Agreement including without limitation:

(i) any legal costs (on a solicitor and own client basis) incurred by the non- defaulting party and

(ii) any dishonor or bank fees incurred by the non- defaulting party in connection with payments or remittances that are made or which should have been made by the defaulting party under the terms of this Agreement.

(g) A certificate of the defaulting party’s liability under this Agreement, signed by an officer of the non- defaulting party, is prima facie evidence of the defaulting party’s liability to the non- defaulting party under this Agreement as at the date of the certificate.

(h) Any payment or remittance to be made under this Agreement must be made in full and in clear funds without set-off or deduction, and made by direct electronic transfer into the nominated bank account of the payee.

(i) If either of us in good faith disputes any amount that the other party claims is payable (whether in whole or part), then the paying party will notify the other party of the disputed amount, and each party will use reasonable endeavours to resolve the disputed amount (and adjust applicable payment amounts, as agreed), in the next payment cycle. If we are unable to resolve the dispute in the next payment cycle, either of us may refer the dispute for resolution in accordance with paragraph 16. For clarity, nothing in this paragraph permits a party to set-off or deduct any amounts without the other party’s written agreement and all undisputed amounts must be paid by the due date in the ordinary course.

6.2 Time

Time is of the essence for payment of any monies owed by either party under this Agreement.

6.3 Fee adjustments

Despite anything else in this Agreement, we may propose an adjustment to the Fees:
at any time if there is a material increase in our costs in providing the Services (for reasons including carriers increasing their delivery, waiting time, toll and futile charges or additional fuel surcharges); or
at any time if there is or is contemplated to be any change in applicable law that is likely to increase our costs in providing the Services.
If the circumstances in paragraph 6.3(a) apply, they will be indicated in the Platform at the time of acceptance and displayed either on the Merchant’s website (if applicable) at the time or alternatively reflected in a Merchant’s weekly invoice provided under clause 6 of the Merchant Site Terms we will provide you with at least 7 days’ notice of the proposed adjustment to the Fees (Fee Adjustment Notice).
If you continue to use the Services on and from the effective date of the Fee adjustment as specified in the Fee Adjustment Notice, then you will be deemed to have accepted the Fee Adjustment Notice.
For clarity, this paragraph 6.3 does not apply to any changes to the Delivery Price.

6.4 Credit Agreement

We may in our discretion agree to grant you extended payment terms, through entry into a separate credit agreement with us or our authorised third parties (Credit Agreement).
If requested by us in accordance paragraph 6.3(a), you acknowledge that entry into the Credit Agreement will form a condition of this agreement and us providing the Delivery Services to you.
GST
Terms used in this paragraph 7 (including capitalised terms) have the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Except where this Agreement states otherwise, each amount payable by a party under this Agreement in respect of a taxable supply by the other party is expressed as a GST exclusive amount and the recipient of the supply must, in addition to that amount, and at the same time, pay to the supplier the GST payable in respect of the supply.
A party’s obligation to pay an amount under paragraph 7(b) is subject to a valid tax invoice being delivered by the other party.
CUSTOMERS
Product Purchase Transactions
All Product Purchase Transactions are entered into between you and a Customer.
You acknowledge and agree that we are not a party to a Product Purchase Transaction, nor are we responsible for completion of a Product Purchase Transaction or liable for any failure to complete a Product Purchase Transaction. This paragraph applies irrespective of whether a Product Purchase Transaction is facilitated through the Merchant Partner Site. Save as otherwise specified by us in writing, we provide the Delivery Services in connection with a Product Purchase Transaction for Products as your agent only.
You agree that any Product Purchase Transaction that you enter into must not conflict with your obligations to us (and that this Agreement will prevail to the extent of any inconsistency with an individual Product Purchase Transaction).
Delivery Transactions

All Delivery Transactions are contracts between us and a Customer.

Customer Terms
You acknowledge that access to and use of the Platform by a Customer, a representative of yours, or any other person will be subject to the Customer Terms.
We are not liable for any failure to provide the Services to the extent caused or contributed to by a failure by any Customer or user of the Platform to comply with the Customer Terms.
Customer Assistance

Customer Assistance will be dealt with in accordance with the Customer Assistance Protocol.

RELATIONSHIP
Representatives

Each of us will nominate an individual as our respective representative during the Term. The initial representatives are specified in the Key Information Page as Our Contact and Your Contact. Each of us may change representative by written notice to the other.

Responsibilities

The representatives are responsible for the operational coordination and management of this Agreement between us.

USE OF BRANDS
Your Brands
You agree that during the Term we may use Your Brands, and you grant us a non-exclusive and royalty-free licence to use Your Brands:
on the Platform;
for marketing purposes as described in paragraph 10.1(b); and
otherwise as necessary for us to provide the Services.
Provided we obtain your prior written consent, we may use Your Brands in our marketing materials and on the Platform, and may expressly indicate in such marketing that:
the Merchant and Products are available to Customers on the Platform; and/or
we provide Delivery Services in relation to the Merchant and Products.
Our Brands
We agree that during the Term you may use Our Brands, and we grant you a non-exclusive and royalty-free licence to use Our Brands:
on the Merchant Partner Site;
to notify Customers that we provide the Services; and
as required to facilitate performance of the Services.
Provided you obtain our prior written consent, you may use Our Brands in your marketing materials and may expressly indicate in such marketing that:
the Merchant and Products are available to Customers via the Platform; and/or
we provide Delivery Services in relation to the Merchant and Products.
Consent and Guidelines
Except as specified above, neither of us may use the other’s Brands without obtaining prior written consent.
The owner of a Brand may specify use guidelines with which the other party must comply as a condition of use of the Brand.
INTELLECTUAL PROPERTY
No transfer

This Agreement does not transfer or assign ownership of any Intellectual Property Rights from one of us to the other (or any other person).

Platform
All Intellectual Property Rights in the Platform, including all future enhancements, additions, modifications and variations of the Platform, are owned by us or our licensors.
To the extent necessary, we grant you a non-exclusive, revocable licence for the Term to access the Platform to enable you to receive the benefit of the Services. Your access to the Platform must be in accordance with this Agreement and any directions we notify to you from time to time.
You agree not to, and must procure that your Related Entities and Customers on the Merchant Partner Site do not:
reverse engineer, disassemble, decompile, modify, copy or otherwise attempt to derive the source code of the Platform;
enable or develop methods to enable unauthorised persons to use the Platform; or
purport to sell, distribute, provide, licence, lease, lend, share or otherwise make available the Platform or any performance information or analysis of the Platform to or with any third party.
Products

All Intellectual Property Rights in the Products are owned by you or your licensors.

Brands
Each of us licences the other to use our respective Brands in accordance with paragraph 10.
Neither of us may seek to register any of the Brands of the other party in its name as a trademark without the first party’s prior written consent.
CONFIDENTIALITY
Ownership

All Confidential Information of a party remains the property of that party at all times.

Restrictions

A party must not use or disclose the other party’s Confidential Information except by:

using it as necessary to perform that party’s obligations under this Agreement;
disclosing it to that party’s professional advisors provided that those persons are subject to obligations of confidence at least as strict as the obligations under this paragraph 12.2;
using or disclosing it as required by law, provided the receiving party has given the disclosing party prior written notice sufficient to contest such requirement and provides the disclosing party with all reasonable assistance in contesting such requirement; or
using or disclosing it in accordance with the other party’s prior written consent. The other party may withhold consent at its discretion.
Confidentiality of this Agreement

The contents and subject matter of this Agreement is deemed to be Confidential Information of both parties.

Privacy

Each of us will comply with all applicable law (including the Privacy Act 1988 (Cth) (Privacy Act)) in dealing with any Personal Information (as defined in the Privacy Act). Without limiting the previous sentence, we will at all times collect, use, hold, destroy and disclose Personal Information in accordance with our privacy policy which can be found here https://rendr.delivery/information/privacy-policy

Publicity

Neither of us may make any public announcement or statement regarding this Agreement or the Services without the prior written approval of the other party.

WARRANTIES & LIABILITY
Warranties
We warrant that:
we have the authority to enter into and perform this Agreement;
we hold all permits and authorisations necessary to perform the Services;
in providing the Services, we will comply with all applicable laws;
performance of our obligations under this Agreement, including licensing Our Brands to you in accordance with this Agreement, does not infringe the Intellectual Property Rights of any person;
we will take all reasonable precautions to ensure that no viruses or malicious code will be introduced to or into your systems in providing the Services;
we will maintain physical networks and data security consistent with reasonable commercial practices of the industry;
we will use our best efforts to provide the Delivery Services by the Delivery Time in accordance with the Delivery Procedures;
we and our employees or agents will not represent themselves as your employee or agent, and we will use reasonable endeavours to procure that Rendr Carriers do not represent themselves as your employee or agent;
we will use reasonable endeavours to avoid unplanned interruptions to your access to the Services and to notify you in advance of planned Service interruptions (where reasonably practicable); and
the Rendr Carriers:
are over the age of 18 years;
are authorised to provide the Delivery Services;
will be required to act in a conscientious, expeditious, competent and professional manner with reasonable skill and care;
are competent and have all necessary skills and qualifications to carry out their intended function in accordance with this agreement;
have received training as part of a carrier induction process;
will be required to hold all licences, permits and authorisations necessary at law for the services performed by Rendr Carriers;
will be required s to comply with all laws applicable to the services performed by Rendr Carriers; and
will be required to comply with any reasonable handling requests in respect of Products.
You warrant that:
you have the authority to enter into and perform this Agreement;
you hold all licences, permits and authorisations necessary to receive the Services;
you have procured and will maintain at all material times any permits, registrations, licences, and approvals required by law to facilitate the provision of the Delivery Services by us (including where we do so as your agent or representative) in accordance with these terms, and comply with all laws, regulations, and industry standards in respect of such permits, registrations, licences or approvals (and the supply of any Products which are regulated by a specific permit, registration, licence, or approval system, including liquor, tobacco, OTC medicine or prescription drugs, chemicals or substances or Dangerous Goods);
you will not at any time do or omit to do any thing which may cause us to breach or infringe any permits, registrations, licences, or approvals required by we may hold in connection with the Delivery Services or laws, regulations, or industry standards in respect of such permits, registrations, licences or approvals (or the supply of any Products which are regulated by a specific permit, registration, licence, or approval system, including liquor, tobacco, OTC medicine or prescription drugs, (as above) chemicals or substances or Dangerous Goods);
where you wish for us to provide Delivery Services in relation to Dangerous Goods, you hold all necessary licences, permits and registrations and will notify us at the time of request of any transit requirements for the Dangerous Goods, and you acknowledge that we may in our absolute discretion elect not to provide Delivery Services for any Dangerous Goods or Products that we otherwise consider may be unsafe or unfit to deliver;
in receiving the Services, you will comply with all applicable laws;
all Products comply with all applicable laws, including in terms of their condition and packaging and instructions for use to Customers;
you have all necessary rights and authority to make the Products available to us and Customers for the purposes of the Services; and
performance of your obligations under this Agreement, including licensing Your Brands to us in accordance with this Agreement, does not infringe the Intellectual Property Rights of any person.
Subject to the ACL, you acknowledge that the Platform is provided on an “as is” basis without warranties of any kind, either express or implied, and we make no warranties or representations:
that the Platform or Services is or will be error free, that the Platform will be accessible on your or Customer’s systems, or that your or Customer’s access to the Platform will be uninterrupted or continuously available; and
as to or in connection with the Platform, or the information, software, materials, goods, products, or services (including Products) available from time to time on or via the Platform.
To the maximum extent permitted by law, all conditions, warranties, guarantees, rights, remedies, liabilities and other terms not expressly set out in this Agreement (including as implied by law) are excluded.
Customer Claims and Delivery Failure
You acknowledge that, as between you and us, you are solely responsible and liable for Customer Claims.
Subject to paragraph 13.2(c), where a Customer brings a Claim that the Delivery Services do not comply with the Customer Terms (Delivery Failure):
our liability for such Delivery Failure is limited to a refund of the Delivery Price for the delivered Products in question; and
your remedies for Delivery Failure are those in the Customer Assistance Protocol, which are your sole remedies against us in relation to Delivery Failure.
You acknowledge that we exclude all liability and will not be responsible for performing our obligations to the extent caused or contributed by:
a failure by you to meet your obligations under this Agreement or at law, including a failure to meet Your Commitments (e.g., failure by you to pick and pack each order, ready for collection by the Rendr Carrier at the Collection Point by the Collection Time);
any act or omission by anyone other than us or Rendr Carriers; or
an Exceptional Event.
Limitation of liability
Neither party is liable to the other for any Indirect Loss.

For the purpose of this paragraph, Indirect Loss means any Loss not arising naturally (i.e., according to the usual course of things) from the relevant breach, whether or not such Loss may reasonably be supposed to have been in either party’s contemplation at the time we made this Agreement as the probable result of the relevant breach, and without limitation Indirect Loss expressly includes:

any indirect or consequential loss, loss of opportunity, loss of revenue, loss of profit, loss of value, expectation loss, wasted overheads, loss or corruption of data and/or loss or reduction of goodwill; and
any penalties, damages, fees or expenses payable by you to a Customer or any other person as a result of the relevant breach.
Subject to paragraphs 13.3(a), (c) and (d) but despite anything else in this Agreement:
our maximum aggregate liability to you and any Merchant together (whether in contract, tort, statute or for any other cause of action) under or in connection with this Agreement is limited to the lesser of:
the Fees paid to us by you in the 12 months prior to the event giving rise to the relevant liability; and
$500,000; and
your maximum aggregate liability to us (whether in contract, tort, statute or for any other cause of action) under or in connection with this Agreement, but excluding any liability for payment of Fees, is limited to the lesser of:
the Fees paid to us by you in the 12 months prior to the event giving rise to the relevant liability; and
$500,000.
If the ACL applies in relation to a particular Claim, then our liability in respect of that Claim is limited to re-supplying the relevant services or payment of the cost of having the relevant services re-supplied.
Nothing in paragraphs 13.3(b) or (c) will limit a party’s liability in respect of:
injury to, illness, disease or death of persons caused by that party’s negligence;
unlawful or fraudulent acts or omissions or wilful misconduct;
any Claim under the indemnity in paragraph 13.4(a) or 13.4(b)(i);
any liability which by law cannot be limited or excluded;
any Customer Claim or any Claim that a Product is defective or non-compliant in any way or does not meet requirements under the ACL; or
any breach by you of paragraph 13.1(b).
Indemnities
We indemnify you against all Losses suffered or incurred by you arising out of any Claim that your receipt of the Services and use of the Platform or Our Brands in accordance with this Agreement infringes the Intellectual Property Rights of any person.
You indemnify us and our Related Entities against all Losses suffered or incurred by us and our Related Entities arising out of:
any Claim that our receipt and use of Your Brands in accordance with this Agreement infringes the Intellectual Property Rights of any person;
any investigations by a regulator or government agency in relation to Products or your conduct;
any failure by you to comply with paragraphs 4, 12 or 13.1(b); and
any Customer Claim or any Claim that a Product is defective or non-compliant in any way or does not meet requirements under the ACL.
The liability of an indemnifying party under this paragraph will be reduced proportionally to the extent that any act or omission of the other party or its Related Entities caused or contributed to the Loss.
Insurance

Each of us must maintain, during the Term, adequate insurance (with a reputable insurer) that is:

appropriate and reflective of the scope of the relevant party’s obligations under this Agreement, including at a minimum the coverage specified on the Key Information Page;
in accordance with industry standards; and
compliant with all legal requirements.
TERMINATION
Termination for convenience

Either of us may terminate this Agreement or the provision of the Services, in whole or in part, at any time and for any reason by providing at least 30 days written notice to the other party, provided such notice may not become effective until at least 3 months after the Start Date.

Termination for cause
Either of us may immediately terminate this Agreement (in whole or in part) by written notice to the other party if a Default Event occurs in relation to the other party.
Without limiting paragraph 14.2(a), we may terminate this Agreement (in whole or in part) by written notice to you if you breach paragraphs 4, 12 or 13.1(b) of this Agreement.
Accrued rights

Termination of this Agreement or any Services does not affect any rights of the parties that may have accrued prior to termination.

Obligations on termination

Upon termination of this Agreement for any reason:

you must immediately stop using the Platform;
all licences granted under this Agreement terminate and you will not be permitted to use the Services;
each of us must immediately pay or remit to the other any amounts accrued in respect of the period prior to termination; and
upon request by the other party, a party must return or permanently destroy all documents in its possession that embody or contain any Confidential Information of the requesting party.
Survival

Paragraphs 11.1,11.2(c), 12, 13.3, 13.5, 14.5, 15, 16, 17 and any other paragraph expressed to survive or intended by its nature to survive, survive the termination of this Agreement.

TRANSACTION RECORDS
Each of us must maintain records of all Product Purchase Transactions and Delivery Transactions carried out under this Agreement or through utilisation of the Services (Transaction Records).
Within 14 days of receiving a request from the other party, a party must provide details of the Transaction Records to the requesting party. A requesting party may exercise this right no more than twice in each year of the Term.
If a review of Transaction Records indicates a discrepancy between the amounts remitted or paid between the parties and the amounts that ought to have been remitted or paid, then we will both take appropriate steps to rectify the discrepancy. If we cannot agree then the matter will be managed under paragraph 16 below.
Nothing in this paragraph 15 requires either of us to disclose our input or component costs to the other.
DISPUTES
Disputes
Customer Assistance will be dealt with in accordance with the Customer Assistance Protocol.
If a dispute or disagreement (other than a Customer Complaint) relating to this Agreement (Dispute) arises between us, then both of us will follow the process in this paragraph.
Neither of us may commence court proceedings or arbitration relating to a Dispute unless we have complied with this paragraph, except where one of us seeks urgent injunctive relief.
A party claiming that a Dispute has arisen must notify the other party setting out the nature of the Dispute (Dispute Notice).
Negotiation
Within 14 days of receipt of a Dispute Notice, Our Contact and Your Contact must meet to seek to resolve the Dispute.
If Our Contact and Your Contact are unable to resolve the Dispute within 21 days of the Dispute Notice, executive officers from each party must meet to seek to resolve the Dispute.
Mediation

If the Dispute is not resolved within 10 days of the executive officers meeting, either party may instruct the President of the Law Institute of Victoria to appoint an independent mediator to resolve the dispute by mediation and each of us must participate in the mediation in good faith and equally share the costs of the mediation.

Continued performance

Each of us must continue performance of its obligations under this Agreement pending resolution of any Dispute.

MISCELLANEOUS
Subcontractors
You agree that we may engage subcontractors in connection with the provision of the Services.
We assume responsibility for the acts and omissions of our subcontractors, as if they were our own acts and omissions.
You acknowledge that Rendr Carriers are not our subcontractors, employees, independent contractors or agents for the purposes of this Agreement and the Services.
Entire agreement

This Agreement is the entire agreement between us, and supersedes any prior agreements, representations, or negotiations in relation to its subject matter.

Governing law and jurisdiction

This Agreement is governed by the laws in force in Victoria, Australia and each of us irrevocably submits to the non-exclusive jurisdiction of the courts of Victoria and their courts of appeal.

Legal relationship
The relationship between us does not constitute a partnership, joint venture, employment or fiduciary relationship.
Except as expressly provided otherwise in this Agreement, neither of us may bind the other party to any agreement, obligation or undertaking, waive any obligation for which the other party may be responsible, or incur any liability on behalf of the other party.
No assignment
Subject to paragraph 17.5(b), neither of us may assign our rights or novate our obligations under this Agreement without the other party’s prior written consent, not to be unreasonably withheld.
We may, without your prior consent, assign this Agreement and our rights under it in connection with a sale or other disposition of all or substantially all of our business or assets.
Notices
Any notice under this Agreement must be in writing and signed by the relevant party. Unless a party nominates new contact details, the contact details for service are those outlined in the Key Information Page.
A notice will take effect when it is received by the recipient. A notice will be deemed to be received:
if delivered by hand, on delivery;
if sent by pre-paid post, 3 Business Days after the date of posting if sent within the same country as the recipient, and 10 Business Days if sent from a different country by airmail to the recipient; and
if sent by email, at the time the email is sent provided that the recipient or their email server does not generate a message showing unsuccessful transfer.
Severability

If any provision of this Agreement is invalid, illegal or unenforceable then that provision may be severed from this Agreement without affecting the enforceability of the remaining provisions.

Exceptional Events
If by reason of an Exceptional Event, either party is unable to perform any or all of its obligations under this Agreement (other than a failure to pay), that party:
must within 5 Business Days after the start of the Exceptional Event notify the other party setting out full details and an estimate of the likely duration of the Exceptional Event;
is relieved of those obligations to the extent and for the period that they are unable to be performed;
will not be liable to the other party in respect of such inability; and
must use all possible efforts to remove or stop the Exceptional Event as quickly as possible.
If an Exceptional Event occurs, and that event precludes the performance by a party of its obligations under this Agreement for more than 30 days, then either party may terminate this Agreement on 5 Business Days written notice to the other party.
Variations

This Agreement may only be varied by the parties in writing.

Waiver

Waiver of a breach of this Agreement or of any right, power, authority, discretion or remedy arising upon a breach of this Agreement, must be in writing and signed by the party granting the waiver and rights in relation to any breach of this Agreement are not waived by delay.

Counterparts

This Agreement may be executed in counterparts and each original counterpart, taken together, will form a single agreement.

Electronic execution

A party may execute this Agreement (and any variations to this Agreement) with an electronic signature generated by a generally accepted and lawful form of technology agreed by the parties in writing, as satisfactory for execution by electronic signature of the Agreement. A party who receives such an electronic signature may assume that such execution was validly and lawfully permitted by the other party.

MERCHANT PARTNER SITE TERMS

INTRODUCTION

These terms apply to provision and receipt of the Merchant Partner Site Services.
The Merchant Partner Site Services are governed by and entered into under our General Terms. The agreement between the parties comprises the General Terms and the Merchant Partner Site Terms below. The Merchant Partner Site Terms supplement the General Terms.
To the extent of any inconsistency between the Merchant Partner Site Terms and the General Terms, the General Terms will prevail (except to the extent expressly set out otherwise in these Merchant Partner Site Terms).
DEFINITIONS

Capitalised words used in these Merchant Partner Site Terms are defined in the section of this Agreement marked ‘Definitions’, located at the end of the Agreement.

MERCHANT PARTNER SITE SERVICES

The Merchant Partner Site Services will be provided as follows:

we will provide you with access to our APIs to integrate the Merchant Partner Site with the Platform and facilitate provision of Delivery Services via the Merchant Partner Site;
Customer accesses Merchant Partner Site and selects Products for purchase;
once Products are selected and ready for purchase, Customer may select Rendr as a delivery option;
upon Customer inputting relevant details (for example relating to Delivery Point, requested Delivery Time), a Delivery Price will be generated and added to the total purchase price. The Delivery Price will be itemised and separate from the Product Purchase Transaction Price;
any request for Delivery Services must be a Qualifying Delivery Request, and we are under no obligation to make available Delivery Services or offer a Delivery Price in relation to any actual or prospective Product Purchase Transaction;
if Customer proceeds with a Product Purchase Transaction together with an associated Delivery Transaction:
you will process the Product Purchase Transaction, issue an order confirmation to Customer and collect all fees associated with the Product Purchase Transaction, including the Product Purchase Transaction Price and Delivery Price;
we will provide the Delivery Services in accordance with the Delivery Transaction, Delivery Procedures, this Agreement and the Customer Terms, subject always to you complying with your obligations under this Agreement; and
we will use our best endeavours to provide the Delivery Services by the Delivery Time in accordance with the Delivery Procedures.
CUSTOMER RELATIONSHIP
Each of us acknowledges and agrees that a Product Purchase Transaction is a contract between you and the Customer. We are not a party to the Product Purchase Transaction.
Our only liability in connection with a Product Purchase Transaction is any failure to provide Delivery Services in accordance with the Delivery Transaction and this Agreement.
Subject to the terms of the Customer Assistance Protocol:
you are responsible for all Customer interactions with a Customer in relation to a Product Purchase Transaction; and
our interaction with a Customer is limited to the extent required:
in order to provide the Delivery Services; and
to provide Customer Assistance.
OUR ROLE
General commitments

Subject to you meeting your obligations under this Agreement, we will:

provide the Onboarding Activities, which will include access to our APIs to integrate with the Platform for the provision of Delivery Services as contemplated by paragraph 1 of these Merchant Partner Site Terms;
provide the Delivery Services in accordance with the Delivery Procedures, and subject always to a Qualifying Delivery Request;
provide the Customer Assistance; and
provide the Support Services.
Our Delivery Services

(a) In carrying out the Merchant Partner Site Services, we will use best endeavours to perform the Delivery Services in accordance with this Agreement.

(b) You acknowledge that we will not be responsible for performing any Services (including Delivery Services):

to the extent caused or contributed by:
a failure by you to meet your obligations under this Agreement, including a failure to meet Your Commitments;
any act or omission by anyone other than us or Rendr Carriers; or
an Exceptional Event;
to the extent the relevant failure relates to anything other than Delivery Services;
to the extent specified in the Customer Assistance Protocol; or
where doing so would cause a reasonable likelihood of us, you or any other person contravening any law.
Election not to provide Merchant Partner Site Services

You acknowledge and agree that we may, in our absolute discretion and without any liability to you, elect not to provide Merchant Partner Site Services in relation to certain Products or categories of Products.

YOUR ROLE
General commitments

You agree to:

manage and assume responsibility for the entirety of the Merchant Partner Site;
procure and maintain in force such permits, certificates, registrations, licences and approvals as are required for, and comply with all applicable law and industry best practices in connection with, the sale of your Products;
provide us with accurate descriptions of Products that may be the subject of the Delivery Services;
ensure that the relevant Products are available to be ordered by a Customer, unless otherwise notified;
accept and reject Product Purchase Transactions (as appropriate and in accordance with Your Commitments);
ensure that all Products that are the subject of a Product Purchase Transaction are promptly packed and in any case are made available for collection by us at the Collection Point by the Collection Times;
facilitate or procure our access to the Collection Point for the purposes of collection of the Products for Delivery;
ensure that all Products to be collected by us:
are in good condition at the time of packaging;
are packaged and labelled appropriately (including as reasonably required to withstand the delivery process), in compliance with all applicable laws and in accordance with best industry practice;
correspond with the product descriptions on the Merchant Partner Site and are safely, securely and otherwise appropriately packaged and labelled at all times (including as reasonably required to withstand the delivery process);
have a printed label with the order number clearly affixed on the Product packaging that corresponds with the order number generated through the Platform; and
includes within or affixed to its packaging an official receipt (and a GST receipt, if applicable) for the benefit of the Customer; and
use reasonable skill, care and diligence in carrying out your obligations under this Agreement.
Your Commitments

In obtaining the Merchant Partner Site Services, you will use reasonable endeavours to meet Your Commitments.

FEES & PAYMENT
In consideration for the Merchant Partner Site Services, you agree to pay us the Fees. The Fees are subject to GST. All amounts are exclusive of GST unless otherwise expressly stated.
On each Monday during the Term, we will provide to you:
a report detailing the Delivery Services made during the previous week (ending Sunday 11.59 pm) utilising the Platform, including the Delivery Price in respect of any Delivery Service; and
an itemised tax invoice for Fees relating to such Delivery Transactions, comprising the Delivery Price, together with any applicable surcharges and additional delivery charges (whether borne by Customer or you, or Customer and you in proportion(s), as notified to us),

subject to any agreed additions or deductions in accordance with this Agreement.

For clarity, the report and tax invoice referred to above may be consolidated into a single document.

You must pay the Delivery Fees and any applicable surcharges and additional delivery charges to us within 7 days of receipt of our invoice referred to in paragraph 6(b)(ii).

On the first day of each month during the Term after the Trial Period (30 Day free), we will provide to a tax invoice for the applicable Monthly Subscription and where applicable the Per Delivery SaaS Fee for the following month and we may charge you for any additional fees payable if you have exceeded the threshold for the relevant transaction tier i.e. the difference between the upfront Subscription Fee paid for the previous month and the applicable fee payable for the actual transaction tier reached during that month. You must pay the SaaS Subscription Fees within 21 days of receipt of our invoice.
We may agree to arrange for the automatic disbursement of Fees to us via an arrangement with a third-party payment platform, but any such arrangement will not abrogate your obligations to pay the remaining amount of any monies owing to us.
CUSTOMER ASSISTANCE
Each of us agrees to undertake our responsibilities as set out in the Customer Assistance Protocol.
Despite the above, each of us acknowledges and agrees that:
you are solely responsible and liable for any Product-related enquiries or Claims from Customers, including in respect of compliance with the ACL or any other applicable laws;
you are responsible for the management of any Product exchanges, refunds, returns or similar issues or complaints related to the Product (other than if such issue or complaint arises as a direct result of our failure to provide Delivery Services in accordance with this Agreement). In this case, no Fees (including the Delivery Price) will be refunded to you or a Customer.
you may set your returns and warranty policy in your own discretion (other than in respect of Delivery Services), subject always to compliance with all applicable laws; and
we are liable to you only to the extent that we fail to provide the Merchant Partner Site Services in accordance with this Agreement, subject always to the terms of this Agreement.

DEFINITIONS

DEFINITIONS

In this Agreement capitalised terms have the meaning given to them in context, or otherwise as set out below:

ACL means the law contained in Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Additional Services means any services provided by us under this Agreement that are outside the scope of the Merchant Partner Site Services.

Agreement means this Merchant Partner Agreement comprising the Key Information Page, General Terms, Merchant Partner Site Terms and any schedule or annexure.

Brand means Our Brand or Your Brand, as applicable.

Business Day means any day that is not a Saturday, Sunday or public or bank holiday in:

for the purposes of Delivery Services, the city in which the Collection Point is located; and
for all other purposes, Melbourne, Australia.

Claims means any and all claims, actions, demands or proceedings threatened or instituted against a party, together with all loss, cost, expense or damage relating to the same.

Collection Point means the collection points for Products as specified in the Key Information Page.

Collection Times means the times by which Products must be available for collection by us from the Collection Point, as set out in the Key Information Page.

Confidential Information means, in relation to a party, information (in whatever form) regarding that party or provided by that party that is known by or in the possession of the other party at any time, excluding information that:

is already known (without breach of this Agreement or an obligation of confidence) at the time the party first discloses the information to the other party; or
is public, or becomes public after the time the party first discloses the information to the other party, otherwise than by breach of this Agreement or any obligation of confidence.

Customer means a person who is browsing the Merchant Partner Site and/or who may enter into a Product Purchase Transaction and Delivery Transaction, provided that a Customer’s Delivery Location must be located in the Delivery Radius.

Customer Assistance means assistance that we provide to Customers in relation to Delivery Services or Platform support. Customer Assistance will be provided in accordance with the Customer Assistance Protocol and will include redirecting Product Enquiries to you.

Customer Assistance Protocol means the document of that name as made available by us from time to time and agreed with you that details the agreed processes for the management of Customer Assistance (including management of Customer complaints). The key principles of the Customer Assistance Protocol as at the Start Date are set out at Schedule 3.

Customer Claim means any Claim made by a Customer in respect of a Product.

Customer Terms means the terms of use of the Platform as made available through the Platform from time to time (and as may be updated).

Dangerous Goods means any Products that are or may be classified as ‘dangerous goods’, ‘hazardous substances’ or equivalent in any Australian state or territory, and includes (without limitation): flammable liquids, corrosives, flammable gases, non-flammable toxic gases; asbestos and explosives.

Default Event means if either of us has:

breached a material term of this Agreement which:
is by its nature not capable of remedy; or
has not been remedied after receiving at least 10 Business Days’ notice from the other party requiring it to do so;
assigned or purported to assign our rights otherwise than in accordance with this Agreement;
entered or attempted to enter or proposed to enter a change in control, compromise or other arrangement with its creditors or any class of its creditors;
a liquidator, provisional liquidator, administrator, insolvency officer or any other similar official appointed to it or has a receiver, receiver and manager or other controller or similar official appointed over its property or part of its property;
a winding up order made against it, is deregistered, dissolved or has any steps taken against it to enforce a judgment of a court or an arbitral award; or
caused or undergone something having substantially similar effect to any of the events specified in paragraphs (c) to (e) above under or in respect of any existing or future legislation.

Delivery means delivery of the Products from the Collection Point to the Delivery Point in accordance with the Delivery Procedures.

Delivery Point means the location to which the Products will be delivered by Rendr Carriers, as submitted by the Customer, which must be in the Delivery Radius.

Delivery Price means the price agreed by the Customer or you for Delivery Services in relation to Products, as confirmed in a Delivery Transaction. The Delivery Price is set solely by us.

Delivery Procedures means the delivery procedures set out in the Annexure to Schedule 1 or as otherwise agreed between us.

Delivery Radius means the geographical radius within which Delivery Services will be provided, as measured from the applicable Collection Point.

Delivery Services means the services described as such in Schedule 1.

Delivery Time means the window during which a Customer requests Delivery, which may be an option set out in the Annexure to Schedule 1 or as otherwise agreed between us.

Delivery Transaction means a contract for the delivery of Products by Rendr Carriers from the Collection Point to the Delivery Point for the Delivery Price, which may be effected through the Merchant Partner Site. A Delivery Transaction is separate from a Product Purchase Transaction.

Exceptional Event means anything which is not reasonably within the control of the party affected including any act, omission or imposition by federal or national government authorities, fire, flood, earthquake and other natural disasters, acts of god, war, revolution, strike, fuel shortages and shortage of raw materials, pandemics, quarantines, strikes and industrial actions, but does not include a lack of funds.

Fees means the Fees set out in the Key Information Page.

General Terms means the terms and conditions in this Agreement under the heading ‘General Terms’ and which apply to all Services.

Intellectual Property Rights means copyright (including future copyright), any rights in relation to inventions (including patent rights), industrial designs, registered and unregistered trade-marks, registered designs and circuit layouts and any other rights throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields, and includes any rights in and to applications to register such rights and renewals and extensions of such rights.

Key Information Page means the ‘Key Information Page’ at the start of this Agreement.

Loss means any loss, damage, cost, claim or expense.

Merchant means an online retail vendor represented by you for the purposes of this Agreement which:

is listed as a ‘Merchant’ on the Key Information Page or otherwise agreed in writing between us; or
otherwise receives the benefit of the Services.

Merchant Partner Site means your website and/or app through which a customer may purchase Products from you and which is managed by you or on your behalf. Merchant Partner Sites are listed on the Key Information Page.

Merchant Partner Site Services means the services described as such in the Key Information Page.

Merchant Partner Site Terms means the terms and conditions in this Agreement under the heading ‘Merchant Partner Site Terms’. For clarity, the Merchant Partner Site Terms supplement the General Terms in respect of the Merchant Partner Site Services.

Rendr Portal means the portal of the Platform available for Merchant use, as notified by us from time to time, including any updates, improvements and enhancements.

Monthly SaaS Subscription Fee means the applicable Monthly Fee set out under ‘Fees’ on the Key Information Page.

Onboarding Activities means the activities described as such in Schedule 1.

Our Brand means our trade marks, common law marks or other brand names, and any logos or embodiments of the same, which we use in our business or in respect of the Platform or Services.

Our Contact means our representative as named in the Key Information Page or notified otherwise in writing by us from time to time.

Per Delivery SaaS Fee means the applicable fee set out under ‘Fees’ on the Key Information Page.

Platform means our delivery platform that integrates with the Merchant Partner Site and includes any updates and improvements to such platform or any component from time to time.

Product Dimensions means the applicable physical dimensions of a Product, including packaging and having regard to storage requirements for transit.

Product Enquiries means enquiries made by Customers in relation to Products (as opposed to in relation to Delivery Services).

Product Purchase Transaction means a contract for the purchase of Products between you and a Customer for the Product Purchase Transaction Price, which may be facilitated through the Merchant Partner Site. A Product Purchase Transaction is separate from a Delivery Transaction.

Product Purchase Transaction Price means the price for purchase of Products by Customers, as set by you. The Delivery Price is in addition to the Product Purchase Transaction Price.

Products means the goods (including packaging) and services that may be purchased by Customers from you via the Merchant Partner Site. For clarity, Products exclude Delivery Services and any other services we provide to you under this Agreement.

Qualifying Delivery Request means the delivery request conditions that need to be satisfied in order for us to provide the Delivery Services, as set out in the Annexure to Schedule 1.

Related Entities of a person means:

any “associate”, “related body corporate” or “related entity” of the person as those terms are defined in the Corporations Act 2001 (Cth); and
the person’s officers, directors, employees, consultants, subcontractors or agents.

Rendr Partner Carrier Network means the network of third-party carriers engaged or made available by us from time to time to provide Delivery Services from the Collection Point to the Delivery Point.

Service Specific Terms means the Merchant Partner Site Terms.

Services means the Merchant Partner Site Services

SMS Connect means the services allowing you to send and process SMS communications via the Rendr Platform

Start Date means the start date set out in the Key Information Page.

Support Services means the Platform support services described in Schedule 1.

Term means the period specified under clause 2.

Vehicle Selection means the vehicle allocated by the Platform to perform Delivery.

Your Brand(s) means your (and/or each Merchant’s) trademarks, common law marks or other brand names, and any logos or embodiments of the same, which you or a Merchant use in your business.

Your Commitments means your obligations and commitments that we need you to perform in order for us to provide the Services, as set out in this Agreement and specifically including those in Schedule 2.

Your Contact means your representative as named in the Key Information Page or otherwise notified in writing by you from time to time.

INTERPRETATION

In the interpretation of this Agreement, unless the context otherwise requires:

words importing the singular include the plural and vice versa;
headings are for convenience only and do not affect interpretation of this Agreement;
the use of the word includes or including is not to be taken as limiting the meaning of the words preceding it;
a reference to a paragraph, paragraph or schedule is a reference to a paragraph, paragraph or schedule of this Agreement;
where any word or phrase is given a definite meaning in this Agreement, any part of speech or other grammatical form of that word or phrase has a corresponding meaning;
an expression importing a natural person includes a body corporate, partnership, joint venture, association or other legal entity;
a reference to a statute, statutory provisions or regulation includes all amendments, consolidations or replacements thereof;
a reference to a party to a document includes that party’s legal personal representatives, successors and permitted assigns;
a covenant or agreement on the part of or for the benefit of two or more persons binds or benefits them jointly and severally; and
a reference to a body, whether statutory or not which ceases to exist or whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions.
– Services

MERCHANT PARTNER SITE SERVICES

Overview: ‘Last Mile’ Delivery Services for online orders placed by Customers via your website or app.

Service Description:

The Merchant Partner Site Services consist of the following:

Onboarding Activities

We will provide you with access to our API to integrate into the Platform or credentials to activate Rendr’s plug in on your Merchant Partner Site.
Customers are given the following Delivery Times for Delivery Services:
FAST – a Delivery Service within the shortest possible pick-up time and delivery window from receipt by Rendr of a Qualifying Delivery Request (i.e. a Delivery Time of no more than 3 hours)
SAME DAY – a Delivery Service with a same day or next day pick-up and delivery window from receipt by Rendr of a Qualifying Delivery Request.
Onboarding Activities will be further detailed in the Onboarding Documentation to be separately provided to you. This will include, without limitation, the instruction manual for the Rendr Platform, implementation recommendations such as asset guidelines, step by step ‘how to use’ videos.
Unique login credentials per site to access the Merchant site dashboard.
Access tokens and authorisation to use Rendr’s API’s and credentials to activate Rendr’s plug in.
Onboarding Documentation (require email address, financials, serviceable postcodes, primary contact, pickup locations (e.g. – site addresses) etc)

Delivery Services

Upon receipt of a Qualifying Delivery Request (see Annexure to Schedule 1) and successful processing of a Delivery Transaction, we will undertake ‘Last Mile’ delivery, i.e., deliver the Products from the Collection Point to the Delivery Point in accordance with the Delivery Procedures.
Based on the Delivery Radius, the Platform will look up if the Products are available at the designated Collection Point (Merchants may elect to manage look up functionality themselves).
Once an order is placed with Rendr selected as the delivery fulfilment method, we will generate a Rendr branded ‘Order Captured’ email or SMS to Customer.
The Platform will locate the closest Rendr Carrier with the appropriate vehicle requirements able to meet the delivery request.
Real time updates of Product order status (and ability to view order), from carrier assignment through to delivery completed:
Available to you via the Rendr Platform:
Includes relevant order information, customer information, ability to print labels, site address, ability to raise customer support ticket, ability to cancel order, ability to label order picked / unpicked.

Customer Assistance

See Schedule 3.

Support Services

Available during Collection Times, via the Rendr Platform.

Annexure to Schedule 1: DELIVERY PROCEDURES

Qualifying Delivery Request

A Qualifying Delivery Request is a request for delivery submitted by a Customer (or you) which must:

contain a clear and accurate Delivery Location, which must be within the Delivery Radius;
relate to Products that you have legal authority to sell and deliver;
relate to Products in respect of which you have provided us with all necessary details, in particular without limitation any Dangerous Goods packaging, storing and transit requirements (and necessary certifications), refrigerated vehicle requirements, two (or more) person delivery requirements or similar instructions, products requiring ID checks; and
relate to Products that are legally compliant in terms of their nature, condition and packaging, and labelling and that you can and will pick and pack so as to maintain legal compliance and that can withstand the ordinary risks of delivery and storage.

Delivery Time (options) - Aligned with the operating hours of the Merchant

Customers are given the following Delivery Times for Delivery Services:

FAST – a Delivery Service within the shortest possible pick-up time and delivery window from receipt by Rendr of a Qualifying Delivery Request (i.e. a Delivery Time of no more than 3 hours).
SAME DAY– a Delivery Service with a same day or next day pick-up and delivery window from receipt by Rendr of a Qualifying Delivery Request.

Delivery process / requirements

The Delivery Services are provided on the basis that, if a customer is not at the delivery address at the Delivery Time, the Customer grants us an authority to leave the Products in a safe place at the Delivery Address. Customers may provide details of any specific safe place to leave the Products. In this case, proof of delivery will be provided to Customers (excluding any prescription medicine and alcohol).
If Customer completes Product Purchase Transaction outside of a Merchant’s nominated Cut-off/Collection Times, earliest Delivery Time option will be within the during the Merchant’s next Collection Times.
A Delivery is considered ‘complete’ when the Rendr Carrier presses delivered on their device, or the order is updated by Rendr on behalf of the Rendr Carrier and the status of the order changes to ‘delivered’ on our site and the Merchant’s dashboard.
Issue ‘Delivery complete’ confirmation when the carrier presses delivered on their device, and the status of the order changes to ‘delivered’ on our site and the Merchant’s dashboard.

Delivery Protocols

For all deliveries, Customers and you will be provided with an estimated delivery time; for certain deliveries (e.g. alcohol or prescription medications) you and your customers must be available to accept physical delivery of the relevant Product and comply with the necessary ID and age checks (as applicable).
Unfortunately, despite our and the Rendr Carrier Network’s (RCN) best efforts, things do not always go to plan and factors such as traffic, demand and weather conditions may prevent us from delivering orders on time. However, we will always endeavour to work with you and also your customers to make things right.
The Rendr Carrier partner will attempt delivery at the address you provided to us when your customers place their order. If your customer needs to change the delivery location after they have placed their order, schedule availability and time permitting, we may be able to change the address to an alternative one if you let us know before the Rendr Carrier Network has been dispatched, and the new address is within the same zone and sufficiently proximate to the original address. If we cannot change the delivery address, you have the option to cancel the order, but you will be charged the full Delivery Price.
You will still be charged for the delivery in the event of a failed delivery if you or your customer has caused such failure for any reason. Reasons a delivery may fail include (but are not limited to):
Your customer does not come to the door within a reasonable time or does not pick up the phone when Rendr’s Delivery Experience team contacts them using the contact information you have provided us and/or your Customer picked up the phone but then failed to provide access within a reasonable amount of time, if the Rendr Carrier is unable to find a safe location to leave the parcel.

The Rendr carrier partner refuses to deliver the parcel to your customer in accordance with our below Age Restricted Product guidelines.

Age Restricted Product Guidelines [where applicable to the products being delivered]

Age restricted products (including, but not limited to alcohol, cigarettes and prescription medications) can only be sold and delivered to persons aged 18 or over.
By requesting a delivery for an age restricted product, you confirm that your customer is at least 18 years old. Rendr Carrier partners operate an age verification policy whereby customers ordering age restricted products will be asked by the Rendr carrier partner to provide proof that they are aged 18 or over before the delivery is completed.
Note, Rendr carrier partners may refuse to deliver any age restricted product to any person unless they can provide valid photo ID proving that they are 18 or over. Rendr Carriers will refuse to deliver alcohol to any person who is or appears to be under the influence of either alcohol or drugs. If delivery of any age restricted product is refused, you will still be charged for the cost of the original delivery as well as the cost of the return delivery to the location the delivery was picked up from.
Rendr Pty Ltd and Rendr Carriers support the responsible service of alcohol. (Victoria Liquor Licence No. 36307468)

Vehicle Selection

The Platform will generate vehicle selection.
Vehicle requirements/types will be based on product data Merchants provide to Rendr.
Vehicle requirements/types will be based on product data Merchants have internally on the Merchant’s website, only if Merchant is managing their own items.
If we are managing product data for transactions on the Merchant Partner Site, this will be determined based on product data the Merchant provides to Rendr.

DELIVERY TERMS & CONDITIONS FOR PRESCRIPTION-ONLY MEDICINES (S2 Only) [where applicable to products being delivered]

1) Rendr Delivery Services Available

Rendr is offering the following non-refrigerated delivery services for prescription-only medicines (S2 only):

Rendr Fast (30 min to 3 hours)
Rendr Same Day (Same Day)

2) Pre-Launch Requirements

Rendr requires the following information prior to facilitating the deliveries of prescription-only medicines:

A list of each specific class of drug intended to be delivered
Confirmation of delivery services required
Confirmation vehicle type required i.e. non refrigerated, refrigerated or both

3. Prescription Packaging Requirements

Packaging

By law, prescription-only medicines are required to be sent in sealed, non-transparent (so the contents are not visible) packaging. When a carrier/driver receives items in a sealed package, it’s important that the seal remains intact for the delivery recipient.

Labelling

All freight MUST have a pharmaceuticals label affixed to it.

3. Prescription Medication Deliveries

For Rendr Fast and Rendr Same Day deliveries, drivers/carriers will be instructed by Rendr to only collect prescription/medicine (S2 only) deliveries directly from dispensary counters which have been checked by a pharmacist and appropriately packaged for delivery.

4. Customer Delivery Requirements for Rendr Fast and Rendr Flexible Deliveries (not Aus Post+)

In order for your customers to receive delivery of prescription/medicines (S2 only) via Rendr, the following requirements must be adhered to:

ID Verification - Carriers/drivers will be instructed on their device to sight the ID of the receiver and ensure it matches the nominated recipient as well as the name on the sealed packaging. In the event that an ID cannot be sighted or does not match, the carrier/driver will be instructed to return the delivery directly to the dispatch location.

In this case, Rendr will also invoice the full charge of the returned delivery to the merchant (together with any new charges associated with a re-booking).

Unattended Deliveries / No Authority to Leave (ATL) - In the event the recipient is not present at the nominated delivery address the carrier/driver will be instructed to return the delivery to the dispatch location.

Note, the Authority to Leave (ATL) feature will always be disabled for all prescription/ medicine deliveries. In this case. Rendr will also invoice the full charge of the return delivery to the merchant (together with any new charges associated with a re-booking).

5. Prescription / Medicine Delivery Cut-Off Times (S2 only)

Due to the need in some circumstances to return prescription /medicine deliveries (S2 only) to merchants, we will need to ensure that there is a sufficient return window. Rendr will set the pickup cut-off time for all prescription/medicine (S2 only) deliveries to 3 hours prior to the merchant partner's closing time.

DELIVERY TERMS & CONDITIONS FOR ALCOHOL &/OR TOBACCO RELATED MERCHANTS [where applicable to products being delivered]

1) Rendr Delivery Services Available

Rendr can offer the following non-refrigerated delivery services for alcohol and/or tobacco related deliveries:

Rendr Fast (30 min to 3 hours)
Rendr Same Day (Same Day)

2) Rendr Terms & Conditions in Relation to Alcohol & Tobacco Related Deliveries

Rendr requires the following terms & conditions agreed to by a merchant prior to facilitating any Alcohol deliveries for the merchant:

Liquor License Numbers (Legal Requirement)
All stores/locations and any new stores/locations must provide their liquor license number(s).

Rendr requires the following terms & conditions agreed to by a merchant prior to facilitating any Alcohol and/or Tobacco deliveries for the merchant:

Product Weights & Dimensions (Tech Requirement)
The weights and dimensions of each package intended to be delivered so to always ensure the right vehicle is turning up for orders.
ID check flow/API parameters (Tech Requirement)
Ensure that "requires ID" and "min age" parameters are always passed through in the API for alcohol and/or tobacco orders
Ensure that if no one is available to collect the order at drop-off then the item(s) will be returned and not left at the door (note - ATL is not permitted by liquor and tobacco laws)
Website ID Check / Privacy Compliance (Carrier Requirement)
On the checkout page, merchant’s must prominently display the following copy:

"By placing this order, you must present a valid ID to the delivery person, which may be securely scanned through the delivery person's app to verify that you are aged 18 or over. For more information please visit [link to the Merchant’s privacy policy]"

Customer Delivery Requirements (Legal Requirement)

In order for a merchant’s customers to receive a delivery of alcohol and/or tobacco related products via the Rendr platform, the following requirements must be adhered to:

ID Verification - Carriers/drivers will be instructed on their device to sight (& in some cases scan) the ID of the receiver & ensure it matches the nominated recipient
In the event that an ID cannot be sighted, scanned or does not match, the carrier/driver will be instructed to return the delivery directly to the dispatch location, subject to the below conditions.
In this case, Rendr will also invoice the full charge of the returned delivery to the merchant (together with any new charges associated with a re-booking).
Unattended Deliveries / No Authority to Leave (ATL) - In the event the recipient is not present at the nominated delivery address the carrier/driver will be instructed to return the delivery to the dispatch location.
Note, the Authority to Leave (ATL) feature will always be disabled for all alcohol and/or tobacco related deliveries. In this case, Rendr will also invoice the full charge of the return delivery to the merchant (together with any new charges associated with a re-booking).
Cross Border Deliveries (Legal Requirement)
Rendr cannot allow for cross-border alcohol deliveries such as NSW into QLD. This means that a merchant must not:
create any delivery requests that originate from the NSW portion of the Gold Coast geo; and
create any delivery requests that originate in QLD (store location) and end in NSW (recipient location).
Gifting (Legal / Operational Requirement)
Rendr does not allow delivery for gifting if a recipient is different from the purchaser - mainly due to the ID check disclaimer needing to be served to the recipient before the order arrives.
Gifting is permitted in the case the recipient details provided to Rendr match the ID of the recipient.
Hours of Operation / Cut-Off Times (Legal / Operational Requirements)

Hours for alcohol and/or tobacco related deliveries with Rendr vary based on location and store opening and closing times. These hours are also set considering a range of factors, including local laws, delivery person safety and responsible consumption principles.

Note, Rendr will set the cut off 2 hours before the store closes in the event a merchant’s customer is not at the drop off location or does not meet the ID check requirements.

Your Commitments

To enable us to perform our obligations in accordance with this Agreement, you must:

Pick and pack each order, ready for collection by the nominated Rendr Carrier at the Collection Point by the Collection Time. To enable this, Merchant will be provided with a Rendr Carrier ETA through the Rendr Portal, which will notify Merchant the maximum amount of time it has to pick and pack for collection.
The Merchant must select “booked” when the order is ready for collection, in order to book the Delivery. If a Merchant receives an order after Opening Hours, then the Merchant will use its best endeavours to ensure that the order is appropriately packed and labelled and ready for collection at the earliest possible time the next day during Opening Hours.
Rendr’s nominated carriers will wait on site up to 10 minutes. Each additional 5 minutes waiting will incur a fee of $4.00 per 5 minutes after the first 10 minutes (for clarity, this excludes loading time). This fee will be charged to Merchant.
On at least a fortnightly basis, Rendr will provide Merchants with the average wait time at the Collection Point.
Provide up to date and accurate details of site available/opening hours.
Provide up to date and accurate details of site-specific phone number and email.
Print delivery labels via Rendr Platform or Rendr API, to be provided by Rendr (label printing to be configured by Merchant).

Customer Assistance Protocol

This document sets out the key principles which will form the basis of the Customer Assistance Protocol agreed between us. These are:

The purpose of this Customer Assistance Protocol is to document procedures agreed between you and us to deliver the best user experience and service to Customers.
Customers may contact Rendr’s Delivery Experience Team for support; however, all Product related enquiries will be directed to you for management and resolution. Contact via email, by phone, Help Centre. Rendr Delivery Experience Operating Hours: Mon – Fri 9:00 AM – 9 PM; Saturday and Sunday 10 AM – 8 PM
You are solely responsible and liable for any Product-related enquiries or Claims from Customers, including in respect of compliance with the ACL or any other applicable laws.
You are responsible for the management of any Product exchanges, refunds, returns or similar issues or complaints related to the Product (other than if such issue or complaint arises as a direct result of our failure to perform Delivery Services in accordance with this Agreement). In this case, no Fees (including the Delivery Price) will be refunded to you or a customer.
You may set your returns and warranty policy in your own discretion (other than in respect of Delivery Services), subject always to compliance with all applicable laws.
If a Product is to be re-delivered, the Merchant must pay the initial Delivery Price, any fee for the return of the Product to store and then a new Delivery Price will apply (which is payable by you).
We will manage enquiries in relation to Delivery Services as well as Platform performance matters within 2 hours of receipt of any query.
If:
Product damage occurs in transit as part of the Delivery Services, we will compensate the customer.
Insurance - transit insurance coverage for loss and damage. (up to $500 per delivery)
Product damage occurs prior to transit or after delivery, Merchant will compensate Customer
Products are late or unavailable for delivery due to Merchant’s failure, Merchant will compensate Customer
Products are late due to Rendr Carrier failure, Rendr will compensate Customer.
The Merchant must notify Rendr and provide sufficient written evidence of any lost, undelivered or damaged Products within 72 hours after the actual or scheduled delivery (as the case may be) of the Product to the Customer. Rendr will not be liable to cover the costs associated with any Customer Claim in these circumstances where the merchant fails to notify and submit a claim to Rendr with this specified time limit.
Order cancellation:
Customer will be required to contact Rendr to complete cancellation.
Up until the nominated Rendr carrier has been assigned, a customer can cancel free of charge. After this, Customer will still incur the Delivery Price.
Merchant can cancel any time up until the nominated Rendr carrier has arrived at any site, after which time the Merchant will incur a futile charge plus any applicable BNPL/merchant fees charged in respect of the transaction.
Deemed cancellation by Customer due to incorrect information provided or non-compliance by Customer, Rendr to return Product to Merchant and Customer to receive refund for Product purchased but not the Delivery Price.
Incorrect Product – Merchant’s responsibility to amend (further delivery fees payable).
Missing Product – Customer to contact Rendr support, for redirection to Merchant.
Data Input error – Customer incurs fee to amend.
Deliver to incorrect location – Rendr’s responsibility.
Incorrect delivery information – Rendr’s Delivery Experience Team to manage (Customer to incur fees).
Authority to Leave – The Delivery Services are provided on the basis that the Customer grants Rendr an authority to leave the Products in a safe place at the Delivery Address if the Customer is not at the Delivery Location. Customers may provide details of any specific safe place to leave the Products. In this case, proof of delivery will be provided to Customers (excluding prescription drugs and alcohol).

On this date May 26, 2025

Signed & Agreed By

Name

Role

Phone

Signature

I agree to the above T&Cs.