1. Definitions

Approved Charge Organisation means Cabcharge Payments Pty Ltd, Diners Club, American Express, Motor Pass, CUP card, JCB, Visa, MasterCard and such other organisations or charge schemes as may be authorised from time to time by the Network pursuant to the terms of the merchant agreement between the Network and Cabcharge Payments Pty Ltd.

Cabcharge Payment System means the Cabcharge account payment system under which the Network and other authorised merchants accept charge, credit and debit cards from Approved Charge Organisations pursuant to merchant agreements between the merchants and Cabcharge Payments Pty Ltd.

Confidential Information means the terms and existence of the Agreement and all information belonging or relating to a party to the Agreement, whether oral, graphic, electronic, written or in any other form, that is:

(a) or should reasonably be regarded as, confidential to the party to whom it belongs or relates; or

(b) not generally available to the public at the time of disclosure other than by reason of a breach of the Agreement.

Docket means a Docket from the Network and/or from an Authorised Charge Organisation.

Equipment means one or more of any of the following:

(a) dispatch tablet, associated mounting equipment and wiring harnesses;

(b) payment equipment, associated mounting equipment and wiring harnesses;

(c) camera system, associated mounting equipment and wiring harnesses;

(d) decals and stickers;

(e) Subleased Taxi Plates (if applicable);

(f) any other equipment supplied by the Network; and

any changes (which to avoid doubt include additions) to the items referred to in this clause which is deemed by the Network to be necessary or helpful to provide the Network System and any of the services provided to You under the Agreement.

Equipment Drop Box Fee is the fee payable by You to the Network under the clause 5.3, as updated by the Network from time to time.

GST Law means the same as “GST Law” in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Insolvency Event means, in relation to a party to the Agreement, any one or more of the following events or circumstances occurring in relation to that party (or any person comprising the party):

(a) being in liquidation or provisional liquidation or under administration;

(b) having a controller (as that term is defined in the Corporations Act 2001 (Cth) or analogous person appointed to it or any of its property;

(c) being unable to pay its debts or being otherwise insolvent;

(d) if the party is a natural person, that person becomes bankrupt in accordance with the relevant provisions of the Bankruptcy Act 1966 (Cth);

(e) entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; and/or

(f) any analogous event or circumstance under the laws of any jurisdiction.

Intellectual Property Rights means all of the Network’s present and future intellectual and industrial property rights conferred by law and wherever existing, including:

(a) trade marks, service marks, symbols, branding, logos and other trade indicia (whether registered or not) owned or controlled by the Networkor any of its related bodies corporate and used in connection with the business conducted by the Network and its related bodies corporate;

(b) patents, designs, copyright, rights in circuit layouts, know-how, domain names, inventions, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;

(c) any application, registration or right to apply for registration of any of these rights; and

(d) all renewals and extensions of these rights.

Licence means the licence set out in clause 2.2.

M7 Account means the account authorised, opened and operated by the Network on Your behalf in accordance with the Agreement.

Payment Period means the period referred to in the Schedule or such other periods advised by the Network to You from time to time.

Subleased Taxi Plates means taxi plates that the Network subleases to You under the terms of the Agreement.

Tax means a tax duty, charge, deduction or withholding (including GST), however it is described, that is imposed by law or by a government agency, together with any related interest, penalty, fine or other charge.

Vehicle means the vehicle specified in the Application.

2. Interpretation

14. Acceptance of the Dockets

14.1 The Network may supply You with the Network branded paper Dockets (Dockets).

14.2 You must take all necessary steps to accept, and use Your best endeavours to ensure that every driver of Your Vehicles accepts, the Dockets in payment of vehicle hire charges.

15. Acceptance of Cabcharge Payment System

Your Vehicles will have a Cabcharge Payment System installed, You will display the name and logo of all Approved Charge Organisations and take all necessary steps to accept, and use Your best endeavours to ensure that every driver of the Vehicle accepts all cards and Dockets of Approved Charge Organisations in payment of vehicle hiring charges (Approved Charge Organisation Dockets).

16. Authority to Operate an M7 Account

16.1 You hereby authorise and direct the Network to open an M7 Account on Your behalf and to make all credits and debits from Your M7 Account required for Your operation on the Network System and as otherwise required under the Agreement. In particular and without limitation, the Network is authorised to do all of the following:

(a) debit Your M7 account with any monies owed to the Network and/or its related bodies corporate by You including without limitation fees under the Agreement, chargebacks, insurance fees, premiums or excesses, fuel, tyres or other purchases, motor vehicle services, spare parts or repairs or any Equipment, and

(b) credit fare payments made using the Cabcharge Payment System and pay You the credit balance (if any) at the end of each Payment Period as well as any monies owed by the Network to You.

16.2 You will pay to the Network the debit balance (if any) of Your M7 Account at the end of each Payment Period, and You will pay interest on any debit balance of the M7 Account that remains unpaid beyond the due date noted on Your invoice at the reasonable rate determined by the Network.

16.3 If You fail to pay the debt in Your M7 account when due, then the Network may engage a debt collection agency to recover any monies owed by You to the Network. You indemnify the Network for the costs incurred to recover monies owed by You to the Network including without limitation any debt collection fees.

17. Lodgment of Dockets

17.1 You will lodge as soon as reasonably practicable (but not longer than 30 days after the trip date) at the office of the Network, all Dockets received by You in accordance with this clause 16.

17.2 On lodgement of the Dockets with the Network will credit Your M7 Account with the face value of valid Dockets presented.

17.3 the Network is not obliged to pay the face value of the Docket or, if it has paid an amount, is entitled to debit the Licensee’s M7 Account that amount, if the Docket:

(a) has been accepted by You or by Your driver or other agent for a hiring fare not directly carried out by You or Your driver or other agent, or

(b) is not stationery issued by the Approved Charge Organisation or the Network or is not completed or imprinted in the manner required by the Approved Charge Organisation or the Network, or

(c) is not accepted by the Approved Charge Organisation or the Network by reason of its being stale or out of date, or

(d) is not accepted by the Approved Charge Organisation or the Network because of anything done or omitted to be done to it, or

(e) appears to the Approved Charge Organisation or the Network to have been fraudulently altered, or

(f) appears to the Approved Charge Organisation or the Network to represent a fare resulting from the hiring of a vehicle not authorised to accept Dockets or not authorised to receive offloaded telephone bookings, or

(g) is rejected by the Approved Charge Organisation or the Network for any other reason.

18. Authority to Deal with Approved Charge Organisation Dockets

18.1 You hereby authorise and direct the Network to:

(a) deal with Approved Charge Organisation Dockets in the manner prescribed by the Approved Charge Organisations, and

(b) collate, store and deliver the Approved Charge Organisation Dockets presented by You to the Approved Charge Organisation and to receive payment therefore and to receive and hold such payment on general account before making payment to You in accordance with the Agreement.

19. Indemnity Against Loss

19.1 You hereby agree to indemnify the Network and related bodies corporate from and agents against any loss, costs, fees, or liability in connection with:

(a) the Network’sacceptance of an Approved Charge Organisation Docket;

(b) the refusal by an Approved Charge Organisation to accept a transaction arising because of the use of a charge, credit or debit card processed using the Cabcharge Payment System; and

(c) the acts and omissions of You and/or any of Your Personnel.

20. Termination for Convenience

Either party may terminate the Agreement at any time without cause or penalty by providing 30 days’ prior written notice to the other party.

21. Termination for Cause

21.1 The Network may immediately terminate the Agreement written notice to You if:

(a) You or any of Your Personnel breach the Agreement and/or the Policies;

(b) You have failed to pay the Licence Fee or any other fees and charges due and payable to the Network;

(c) Your or any of Your Personnel’s relevant licences to driver and operate Your Vehicles are withdrawn or cancelled;

(d) You give possession of Your Vehicle to a person to operate as a Taxi and that person is not an accredited driver or would otherwise be in breach of the Agreement personally if that person was a party to it; or

(e) You are subject to or threaten to become subject to an Insolvency Event.

21.2 You may immediately terminate the Agreement by written notice to the Network if:

(a) the Network has materially breached the Agreement and You have provided 30 days’ written notice to the Network of the breach and requested it to be remedied within 30 days, and the Network has not yet remedied the breach after such time;

(b) the Network unilaterally amends the Agreement under clause 35 to Your material detriment; or

(c) the Network is subject to or threatens to become subject to an Insolvency Event.

22. Consequences of Termination

22.1 Upon termination of the Agreement by any party:

(a) You will return to the Network all Equipment not purchased by You in full;

(b) if You fail to return all Equipment, the Network is entitled to enter Your Vehicles and repossess the Equipment and will not be liable for any claims, actions or proceedings arising out of such action;

(c) all costs and expenses incurred by the Network in repossessing the Equipment, recovering monies owed under the Agreement or remedying Your breach of the Agreement will be a debt due and payable by You to the Network;

(d) You will continue paying the Licence Fee until all Equipment and other items of the Network’s property have been returned to the Network; and

(e) You will pay the Network all monies that may be outstanding at the date of termination.

22.2 Termination of the Agreement does not waive any breach of the Agreement subsisting as at the date of termination.

23. Warranties or Guarantees

23.1 You acknowledge and warrant that:

(a) in choosing the Equipment and the Network System, You did not rely on anything that the Network or its representatives may have told You about the Equipment, the Network System or any information that the Network or its representatives may have given You unless specifically set out in the Agreement; and

(b) You have selected the Equipment and the Network System using Your own judgment, that both are suitable and fit for their intended purpose, and that You have satisfied Yourself as to the design, capacity, age, quality, description, function, condition, and merchantability of the Equipment and the Network System.

23.2 To the maximum extent permitted by Law, all conditions and warranties expressed or implied by Law, trade, custom, usage or otherwise are expressly excluded from the Agreement.

23.3 Except for any consumer guarantee, representation or assurance implied by Law so far as it cannot be excluded, the Network does not give any consumer guarantee, representation or assurance as to the quality, fitness for purpose or safety of Equipment.

23.4 You represent and warrant to the Network, as an inducement to enter into the Agreement, that as at the date of the Agreement, and during the term of the Agreement:

(a) You have full legal capacity and power, and hold all accreditations and authorisations necessary to enter into the Agreement and to carry out the transactions that the Agreement contemplates;

(b) the Agreement constitutes legal, valid and binding obligations, enforceable against You in accordance with its terms;

(c) to Your knowledge, there are no actions, claims, proceedings or investigations pending or threatened against You or by, against or before any person that may have a material effect on the subject matter of the Agreement; and

(d) You are not nor have been the subject of an Insolvency Event;

(e) Vehicles are services in line with manufacturer specifications and are otherwise maintained in good, mechanical working order and are clean, safe and free of hazards in accordance with the requirement of the Network; and

(f) You and Your Personnel:

(i) are suitably skilled, trained, qualified and competent for any work performed with respect to the provision of road taxi transportation services;

(ii) have and will continue to comply with the and all applicable laws;

(iii) complies strictly with any applicable government guidelines and other relevant information from any relevant government department or agency in relation to the provision of road taxi transportation services;

(iv) road taxi transportation services are provided competently in a safe, proper, efficient and professional manner and in accordance with the terms of the Agreement and all applicable laws;

(v) satisfactorily complete any training required by the Network;

(vi) provide full and prompt information to the Network regarding the Network System including any material issue or information within Your knowledge affecting the Network including but not limited to any actual or potential breach of the Agreement or relevant laws by You or Your Personnel;

(vii) use best endeavours to maintain and promote the goodwill of the business of the Network and its brands; and

(viii) act in good faith in all dealings with the Network, and not do anything harmful to the Network.

24. Road Taxi Transportation Services

(a) To the extent permitted by law, and unless otherwise stated in the Agreement, You are solely responsible for controlling the manner in which You or Your personnel provide road taxi transportation services to passengers.

(b) As an authorised booking service provider, You at all times will (subject to the terms of the Agreement):

(i) be responsible for Your drivers including their engagement (and the terms of their engagement); and

(ii) not be subject to any direction from the Network in respect of the manner in which You or Your Personnel provide road taxi transportation services to passengers.

25. No Indirect or Consequential Loss

Neither party will be liable to the other party in any way for any indirect or consequential loss or loss of profit, economic loss, loss of revenue, loss of opportunity, loss of time or any other indirect or consequential loss incurred by the other party including, without limitation, any loss because of delay, defective or faulty materials or workmanship, negligence or any act, matter or thing done, permitted or omitted to be done by a party or any network outages.

26. Procedure for Equipment Maintenance

26.1 The Network will maintain the Equipment and repair defects arising from normal wear and tear and usage. The obligation of the Network to repair and maintain is subject to the following conditions:

(a) You must immediately notify the Network of any defect and deliver the Equipment to any place which the Network may reasonably nominate; and

(b) You will not allow repair or maintenance work or additions or alterations to be carried out on the Equipment by any person other than the Network.

26.2 If the Equipment is defective or otherwise negatively affects the performance of the Network System, and the Network reasonably forms the opinion that the defect or propensity to cause damage to the Network System resulted from some act by You or Your Personnel or any persons authorised by You, You will pay the reasonable costs that the Network has incurred to remedy that defect or propensity to cause damage.

27. Indemnity for Damaged Equipment

The Network will not be liable for damage to the Equipment where such damage is caused or contributed to by any action, omission or negligence by You or Your Personnel or any third parties directed or engaged by You, and You hereby indemnify the Network in respect of any damage caused.

28. Operation and Severance

28.1 Any right that a person may have under the Agreement is in addition to, and does not replace or limit, any other right that the person may have.

28.2 Any provision of the Agreement which is unenforceable or partly unenforceable is, where possible, to be severed to the extent necessary to make the Agreement enforceable, unless this would materially change the intended effect of the Agreement. All other terms and conditions of the Agreement remain in full force and effect.

29. Goods and Services Tax

29.1 In addition to paying the Licence Fees or other consideration (which is exclusive of GST), You must:

(a) pay to the Network an amount equal to any GST payable on any taxable supply made by the Network in connection with the Agreement; and

(b) make that payment as and when You must pay or provide the Licence Fees or other consideration, or if You have already made a payment, within 28 days of receiving a written request from the Network.

29.2 The Network must refund You any overpayment by You to the Network in relation to GST within 30 days of the Network becoming aware of the overpayment and the Network must issue You with an adjustment note or tax invoice in relation to the overpayment.

29.3 If a party has a claim for a cost on which the party must pay GST, the claim is for the cost plus all GST (except any amounts in respect of GST for which that party is entitled to an input tax credit).

30. Intellectual property

30.1 You acknowledge and agree that the Intellectual Property Rights are owned or entitled to be owned by the Network or its Related Body Corporate and You have no right, title or interest in the Intellectual Property Rights, other than as set out in the Agreement.

30.2 You must:

(a) only use the Intellectual Property Rights in accordance with the reasonable written directions of the Network;

(b) not license the use of any Intellectual Property Rights to or allow the use of any of the Intellectual Property Rights by any other person in any circumstances without the prior written approval of the Network;

(c) immediately notify the Network of, and comply with the Network’sdirections in relation to, any issue, claim, demand, threat, notice of proceedings or cause of action (whether contingent, accrued or otherwise) against or involving You relating to any Intellectual Property Rights; and

(d) do all other acts and things that may be reasonably required by the Network to ensure the protection of Intellectual Property Rights.

31. Confidentiality

31.1 Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of any other party (Disclosing Party) acknowledges that the Disclosing Party’s Confidential Information is the property of and confidential to or a trade secret of the Disclosing Party. Subject to clause 2 the Receiving Party must:

(a) keep the Disclosing Party’s Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;

(b) take all reasonable steps to secure and keep secure all Disclosing Party’s Confidential Information coming into its possession or control;

(c) not deliberately memorise, use, modify, reverse engineer or make copies, notes or records of the Disclosing Party’s Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under the Agreement; and

(d) on request, destroy the Disclosing Party’s Confidential information.

31.2 The obligations of confidentiality under clause 1 do not apply to any information that:

(a) is generally available to the public (other than because of a breach of the Agreement); or

(b) is required to be disclosed by any applicable Law.

32. Privacy

32.1 Where You collect or have access to any Personal Information of an individual to fulfil Your obligations under the Agreement, You must:

(a) if, and to the extent, You are to provide Personal Information to the Network or the Network is to provide Personal Information to You, comply with the requirements of all applicable Laws in relation to the discharge of Your obligations under the Agreement as if You were the Network;

(b) if requested by the Network, provide a notice to the individual in the form and manner advised by the Network when collecting Personal Information; and

(c) without limiting the generality of the foregoing, and unless required or authorised by Law:

(i) not use Personal Information other than for the purposes of the Agreement;

(ii) not disclose Personal Information without the prior written consent of the Network, or any other persons authorised in writing by the Network; and

(iii) not transfer Personal Information outside Australia without the prior written consent of the Network.

(d) You must comply with all applicable data privacy Laws and regulations while using the Equipment and must implement and maintain appropriate technical and organisational measures or other protections for Personal Information, data and Confidential Information.

(e) You consent and warrant that You have obtained Your Personnel’s consent, to Your and Your Personnel’s Personal Information being disclosed by the Network to third parties for safety, security and information technology purposes, where required by law, or where required by the Network for the performance of its obligations under the Agreement including without limitation to undertake criminal history check, credit checks and other financial checks to ensure You and Your Personnel can comply.

(f) If You suspect or believe (acting reasonably) that Personal Information has been subject to misuse, interference or loss, or unauthorised access, modification or disclosure (Data Breach), You must

(i) as soon as reasonably practical:

(ii) take all reasonable steps to contain the Data Breach; and

(iii) notify the Network of the Data Breach in writing and provide it with all the information that You have about the Data Breach;

unless required by law, comply with the Network’s directions in relation to the steps taken to respond to the Data Breach including any notification requirements under the Privacy Act.

33. Payment of legal fees and stamp duty

You will pay all legal charges fees or duties applicable in connection with the preparation and execution of the Agreement and in particular will pay any stamp or other duty or for any fine ever charged in connection therewith.

34. Entire Agreement

34.1 The Agreement constitutes the entire Agreement and understanding between the parties with respect to the subject matter of the Agreement and there are no agreements, understandings, conditions, warranties, representations oral or written or implied which are not explicitly referred to in it.

34.2 The Agreement supersedes and extinguishes all prior agreements and understandings between the parties with respect to the matters covered by the Agreement and all representations or warranties previously given.

35. Updates

The Network may update the Agreement (including without limitation any increase to the Licence Fee and any amendment to the Policies) at any time on 30 days’ prior written notice to You including without limitation email. Where such amendment results in Your material detriment, then You may provide written notice to terminate the Agreement immediately under clause 20.2(b). For the avoidance of doubt, You acknowledge and agree that a CPI increase in the Licence Fee shall not constitute a change that results in Your material detriment.

36. Subcontracting

Except as set out in the Agreement, You must not subcontract the performance of the Agreement without the Network’s prior written consent.

37. Assignment

37.1 You may not assign, novate or otherwise transfer any of Your rights or obligations under the Agreement without obtaining the Network’s prior written consent.

37.2 Any change in Your shareholding or effective control will be deemed to be an assignment of the Agreement and will require the Network’s prior written consent.

38. No liability

38.1 To the maximum extent permitted by law, the Network is not responsible for, and is not liable for:

(a) anything that may have been said to You or Your Personnel, or any information which may have been given to You, about the Equipment or the Agreement or its effect, by any other person;

(b) any injury or Loss that You, Your Personnel or any third parties directly or indirectly engaged by You suffer or causes to others;

(c) any breaches of law by You or Your Personnel;

(d) any damage to, or loss or destruction of, property belonging to You, Your Personnel or any third parties directly or indirectly engaged by You, arising out of the improper operation or use of the Equipment; or

(e) any monies owed to You or Your Personnel as a result of any Network System outage that is out of the Network control,

except to the extent that such liability arises directly as a result of the Network’s wilful misconduct or negligence.

38.2 To the maximum extent permitted by Law, the Network’sliability to You under the Agreement is limited to:

(a) repairing the Equipment or paying for its repair;

(b) replacing the Equipment with the same or equivalent equipment; or

(c) where in the Network’s reasonable opinion 2(a) and 38.2(b) are not possible, the Licence Fees paid by You under the Agreement in the 12 months preceding the relevant cause of action.

38.3 Clause 2 does not apply for any liability that cannot be limited by law.

39. Agreement not effective until accepted by the Network

The Agreement will not be effective until Your Application is formally accepted by the Network and You are onboarded as an operator on the Network System.

40. Agreement extends to additional Vehicles

The Agreement shall be deemed to apply to any Vehicle operated by You on the Network System whether or not that Vehicle(s) is provided for in Your Application.

41. No warranties or guarantees of the Network bookings

You are aware of the procedures applied by the Network in the operation of the Network System and that no warranty, guarantee or representation has been made to You regarding or concerning the number or amount of the bookings that You or Your drivers will or may receive at any time.

42. Waiver

42.1 A right may only be waived in writing, signed by the party giving the waiver, and:

(a) no other conduct of a party (including a failure to exercise, or delay in exercising, the right) operates as a waiver of the right or otherwise prevents the exercise of the right;

(b) a waiver of a right on one or more occasions does not operate as a waiver of that right or as an estoppel precluding enforcement of that right if it arises; and

(c) the exercise of a right.

43. Set-off

If You are in breach of the Agreement, the Network may, without notice, combine any account that You or any of the Network’s related bodies corporate hold with the Network, and set off or deduct any amount that is or may become owing under the Agreement. This clause overrides any other document or agreement to the contrary.

44. Clawback

From time to time, the Network may run promotions or provide incentives to You or Your Personnel. The terms and conditions of such promotions and incentives are communicated by the Network at the time of launching the same. If You do not comply with the terms and conditions of such promotions and incentives, then You acknowledge and agree and hereby authorised the Network to clawback and recover the promotion benefits or incentives that were provided to You, and will be a debt due by You to the Network.

45. Governing law

The Agreement is governed by the laws of the state or territory specified in Your Application. Each party submits to the jurisdiction of the courts of in that state/territory and of any court that may hear appeals from any of those courts, for any proceedings in connection with the Agreement.

46. Giving effect to the Agreement

Each party must do anything (including execute any document) and must ensure that its employees and agents do anything (including execute any document), that the other party may reasonably require to give full effect to the Agreement.

47. Force Majeure

Failure or delay in performance of any obligation under the Agreement (other than by the payment of money) by either party will not be deemed to be a breach of the Agreement if that failure or delay is due to any cause beyond the reasonable control and without the fault or negligence of that party, but in order to excuse its default on this basis, a party will notify the other of the occurrence or the cause specifying the nature, particulars and expected duration thereof. If a force majeure event continues for a period of 3 months or more, a party may terminate the Agreement by giving 30 days written notice to the other. Any such termination will not affect the accrued rights and obligations of the parties as at the date of termination.

48. Relationship of parties

(a) Unless the Agreement expressly provides otherwise, nothing in the Agreement may be construed as creating a relationship or partnership or any kind including without limitation principal and agent, employment, contractor or trustee and beneficiary. For the avoidance of doubt, You nor any of Your Personnel are deemed to be the employees, contractors or agents of the Network. You and Your Personnel are independent third parties to the Network, and the Network has no liability whatsoever for any acts or omissions of You or Your Personnel.

(b) Your drivers are Your responsibility, and You must ensure that appropriate contracting arrangements are in place to ensure that You and Your drivers comply with the Agreement and any relevant laws.

49.  Notices

Any notice or other communication to or by a party under the Agreement:

(a) May be given by personal service, post, facsimile or email; and

(b) must be in writing, legible and in English addressed (depending on how it is given):

(c) to You, as set out in Your Application; and

(d) to the Network registered office.

50. Stand-by vehicle

If the Network or its related bodies corporate damage Your vehicle to the point that it is not roadworthy or cannot be used to operate as a taxi, then You may request to use stand-by vehicles from the Network. Subject to availability, the Network will provide You with a replacement taxi vehicle for a duration and for an amount approved by the Network, acting reasonably.