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Neighbour Terms and Conditions

Last updated: 17/12/2021

ABOUT US

dropd provides an online Platform that connects Shoppers with Neighbours who receive Packages on their behalf.

AGREEMENT

1. ABOUT THESE TERMS

1.1 In these Terms, “we”, “us” or “our” means dropd Pty Ltd ACN 639 786 315 and includes its subsidiaries, and their respective directors, employees and agents. “You” or “your” means the Neighbour who accepts these Terms. Additional definitions are set out in clause 19.

1.2 You should read these Terms carefully. They apply to your use of our Platform.

1.3 By registering with us or listing goods or services on the Platform, you indicate your acceptance of these Terms. By accepting these Terms, you agree to the obligations imposed on you under these Terms and, in exchange, we agree to provide you with access to the Services. If you do not agree to these Terms, you should immediately cease accessing the Platform and using the Services.

1.4 We reserve all rights to alter these Terms at our discretion. Each time you use the Platform or Services, it is your responsibility to be aware of our current terms. Your continued use of the Platform and/or Services following the posting of changes to these Terms will be deemed your acceptance of those changes.

1.5 These Terms, as amended by us from time to time, continue to apply for the duration of your use of the Platform and Services or until terminated in accordance with clause 9.

2. OVERVIEW OF SERVICES

2.1 The dropd Platform provides Retailers, Shoppers, and Neighbours a platform to connect and assist each other. Retailers offer Shoppers the option to pick up Packages using dropd. Neighbours have the opportunity to earn money by picking up and storing Packages on behalf of Shoppers, and Shoppers can use the dropd Platform to pick up Packages at a time that is convenient for them. We do not supply or sell goods and/or services on, or via, the Platform.

2.2 As a Neighbour, you will have:

(a) the ability to create an Account on the Platform which includes, but is not limited to:

(i) a profile summary, including a profile picture and nickname;

(ii) Account details including bank account and contact details; and

(iii) a display of Payments made to date, including Cash Out amounts.

(b) an on-boarding checklist to complete, including a verification of identity process;

(d) the ability to turn on/off your profile to receive Shipment requests;

(e) the ability to receive Payments and Cash Out Payments;

(f) the opportunity to access performance data in relation to your profile which was created, or has come into existence, as a result of your use of the Platform, including an average rating received from Shoppers regarding their experience with your services (but not specific comments left by Shoppers);

(g) the ability to contact our support services directly; and

(h) the ability to contact Shoppers directly in order to Handover Packages.

2.3 For the avoidance of doubt, all purchases and/or payments made pursuant to any agreement which utilises the Services is between you, the Retailer and the end User to the exclusion of us.

3. USING THE SERVICES

3.1 Any information we provide to Users is supplied in good faith, but we do not guarantee the accuracy or completeness of any information provided by us or any third party, including any User, Retailer or other Neighbour. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information which we receive from you or third parties.

3.2 You agree that you will bear the sole responsibility for any activity that occurs on your Account. You must keep your Account details and password secure, as you are responsible for any activity on your Account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or account.

3.3 The Services may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform, or external websites that advertise the Platform, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.

3.4 You must take precautions to ensure that when accessing the Services, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Platform and use of the Services.

3.5 You acknowledge that we have no obligation to provide you with customer support of any kind. However, we may provide you with customer support from time to time, at our sole discretion, provided that you submit your enquiries via the app’s ‘help function’ or to support@dropd.shop.

3.6 We may, at our absolute discretion, terminate, suspend or delete your Account or restrict your access to the Services (or any part of the Services) for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing all or parts of the Services, your Account details or other content contained in your Account. We will not be liable to you for doing so.

4. REGISTRATION

4.1 To access the Services, you must register with us by providing us with Registration Data as requested. You may not use one email address or phone number to register for multiple accounts.

4.2 We reserve the right to decline your registration request if you do not pass our verification process.

4.3 Neighbours must be over the age of 18 years to use our Services.

4.4 We reserve the right to take legal action and seek compensation from a parent or guardian of a User under 18 years of age for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Platform by that User.

4.5 You warrant that persons providing the Registration Data to us have the relevant authority to provide such information and to enter contracts on behalf of the Neighbour seeking registration with us, and that you have the capacity to offer the goods and/or services listed by the Neighbour on the Platform.

4.6 If you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and/or as required by us.

4.7 If you provide us with Registration Data, you consent to the following:

(a) we may provide your Registration Data to Users for the purposes of providing you with the Services;

(b) some Registration Data, including your first name, address (approximate location only), performance rating, profile picture and availability will be displayed on the Widget to potential Shoppers;

(c) your exact address, full name and contact details will be shared with a Shopper after an Order is confirmed for the purposes of completing Handover;

(d) you may receive emails from us confirming the details of your registration and any subscriptions to the Services made through your Account, providing you with necessary information relating to your access and use of the Services and any subscriptions to the Services made through your Account; and

(e) from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, services, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and/or provide customised email communications to you.

4.8 You allow us to refer to you in any publicity we engage in after we have provided you with the Services or during our provision to you of the Services.

4.9 You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy.

5. HOW MUCH WE PAY YOU

5.1 You will receive Payments after we confirm that a Handover has been Fulfilled (defined in clause 8 below).

5.2 To receive Payment for an Order, you must complete Fulfilment of Handovers.

5.3 The Payments are inclusive of GST unless otherwise specified.

6. HOW DO YOU CASH OUT?

6.1 Provided that you have supplied us with valid bank account details in your name, you will receive all applicable Payments in Australian Dollars via electronic funds transfer.

6.2 Payments will be credited to your account within 1 business day after successful Fulfillment of Handover using the PIN exchange function. You can request Cash Out when you have accrued any amount of money greater than $0.00 in Payments. Cash Out requests will be processed by bank transfer within 5 business days of a valid request being submitted.

6.3 We are entitled to accrue all applicable Payments and withhold a Cash Out until a Cash Out payment is due under clause 6.2.

6.4 If payment by a User for a transaction via the Platform is rejected or does not settle, you will not be entitled to a Payment on that transaction.

6.5 If we receive a complaint from a User about the Fulfillment of Handovers provided by you:

(a) we are entitled to withhold the applicable Payment for that Order and refund it to the User at our sole discretion; or

(b) if the applicable Payment has already been paid to you, we may require you to immediately refund the Payment as directed by us.

6.6 You indemnify us for any loss, liability or cost that we directly or indirectly suffer in relation to any tax laws or rulings as a result of, or in connection with your use of the Platform, the Services or your obligations under these Terms.

7. WHAT ARE YOUR OBLIGATIONS?

7.1 You must at all times comply with your obligations under these Terms and fulfil your obligations in a timely manner, including Fulfilling Handover.

7.2 Your obligations include, but are not limited to, the following:

(a) Fulfilling Handover

To fulfill an order (“Fulfillment”), you must:

(i) set your Account with pick up availability details to indicate you are available to take Orders;

(ii) regularly check your Account for any active Orders, including new Orders that have been assigned within your availability windows;

(iii) update an Order to notify the Shopper the Package has been delivered, including going to the post office or third party location to pick up the Package if you missed the delivery in-person and taking a picture of the Order once delivered;

(iv) schedule in Handover availability windows on the Platform and coordinate times for Handover with Shoppers;

(v) respond to Shoppers on the Platform’s chat function in a timely manner, including to align on alternative Handover arrangements, if needed;

(vi) handover the Package while ensuring you are satisfied as to the identity of the Shopper, including using the PIN Exchange feature on the Platform;

(vii) mark the Order as complete; and

(viii) you must not otherwise be in breach of this Agreement.

(b) Creation and Maintenance of Profile

You bear sole responsibility for signing up and maintaining your Account profile, which is to be displayed via the Platform with your first name, address (approximate location only), performance rating, profile picture and availability. Your profile must be reflective of your actual Handover Fulfillment availability times, be kept up-to-date at all times and must not be misleading or deceptive. You must ensure that content uploaded to your profile does not infringe any Intellectual Property Rights.

You must not upload any content to the Platform that promotes intolerance, racism, illegal behaviour or contains defamatory content. We reserve the right (but not the obligation) to amend or remove any content uploaded to the Platform without the uploader’s consent and without notice to the uploader (including for the purposes of attempting to avoid the upload of content prohibited by this clause 7.2).

(d) Viruses and Hacking

You must not misuse any part of the Platform by introducing viruses, trojans or other material which is malicious or technologically harmful. You must not attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform. You must not engage in any activity that interferes with or disrupts the Services or the servers and networks which host the Services and you must not attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features which prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform. You will promptly re-install and update and use the newest versions of the Platform as they become available.

(e) Interactions with Users

You must not advocate, support or practise discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical handicap. Any complaints regarding abuse or derogatory behaviour on the part of any Neighbour may see such Neighbour(s) removed from the Platform, result in the termination or suspension of their Account and/or lead to restricted access to the Services, at our absolute discretion.

You must regularly check the Platform for upcoming deliveries, notifications and details for Orders you have accepted for Fulfillment. You must be available at the times you indicate for Order pick up and Handover.

(f) Service Quality

You must ensure that all Handover Fulfillments that you provide the Platform are provided to Users with acceptable care and skill and in compliance with any applicable obligations under the Competition and Consumer Act 2010 (Cth).

You must ensure that the correct Package is given to the correct Shopper during Handover.

You agree to immediately photograph the Package as prompted on the Platform once received. You must immediately report suspected damage, theft of loss of a Package via the help function on the Platform. You must not damage, steal or intentionally cause loss to a Shopper or any Packages.

(g) Willing and Able

At the time that you list your Fulfillment availability via the Platform, you must be willing and able to provide Handover Fulfillment to Users. All prices listed on the Platform should be in Australian Dollars and include goods and services tax (GST), unless otherwise specified. You are expected to regularly check the Platform to confirm Orders, and provide updates for Orders within 24 hours or within such other timeframe as specified by us from time to time.

7.3 You acknowledge and agree that, in order for us to be able to provide the Services to you without interruption you will, at your cost, at all times:

(a) co-operate with and reasonably assist us to provide the Services;

(b) promptly provide us with full and accurate information, data and explanations with regard to any dispute, complaint, issue or otherwise that may arise, as and when required; and

(d) inform us of any abusive or allegedly abusive behaviour from any User or Neighbour on the Platform.

7.4 You must procure all necessary consents or authorisations from any third parties which may be required from time to time in order for us to be able to provide the Services to you.

7.5 If we are delayed, obliged to spend additional time or incur additional expenses in order to provide you with the Services or otherwise perform any of our obligations under these Terms by reason of your act, omission, failure to provide information (in a timely manner or at all) or your instructions, you will compensate us by reimbursing us for any additional reasonable costs and expenses incurred by us or on our behalf. In this situation, any agreed delivery or action times specified or implied by us regarding any of our obligations to you will be extended accordingly. This compensation may be paid by withholding Payments from you in a Cash Out request.

7.6 It is your obligation to ensure that any written communication we send to you correctly reflects your details. If any changes occur to your details, you must give us written notice of these changes so that we may update your details (which change will be made within a reasonable period of time).

7.7 Any Handovers Fulfilled on, or via, the Platform is an acknowledgement by you that you meet the specified age requirement to transact with the User, accept these Terms and agree that these Terms are binding.

7.8 We reserve the right to cancel, suspend or delete your Account at any time for any reason, including for obtaining a number of poor user ratings from Shoppers.

8. CANCELLATION OF ORDERS

8.1 Cancellations by you

(a) Once the Handover time and date is scheduled on the Platform, you or the relevant Shopper may not cancel or reschedule the Handover unless exceptional circumstances arise.

(b) If you are required to cancel or reschedule the Handover, due to exceptional circumstances, and after a Handover time has been scheduled:

(i) You must submit a request to reschedule Handover directly to the Shopper, using the Platform’s chat function;

(ii) You are solely responsible for making and confirming alternative Handover arrangements;

(iii) If the Shopper cannot be contacted or is unresponsive, you may contact us at support@dropd.shop for escalation and support, upon which we will endeavour to assist with arranging a suitable time for Handover; and

(iv) In any case, you must confirm alternative pickup arrangements within 3 business days of becoming aware that you need to cancel or reschedule the initial Handover availability window.

8.2 Cancellations outside of your control

In some cases, there are cancellation that are completely out of your control. In such case, and in cases of emergencies, you may contact us at support@dropd.shop to assist with organising alternative arrangements for Handover. In all other cases you are expected to follow the process outlined in clause 8.1(b) above, and directly attempt to reschedule Handover with the Shopper.

9. TERMINATION

9.1 In addition to our rights under clause 3, we may, at our absolute discretion, terminate these Terms or cease to supply you with the Services, if:

(a) it transpires that you have provided false or misleading information on the Platform;

(b) you are found by us to be offensive or abusive to a User or other Neighbour;

(d) you do not comply with your obligations under these Terms.

9.2 Without limiting any other clause in these Terms, if you fail to show up at the agreed place and time to fulfil a Handover made with a User and you did not follow the process outlined in clause 8 above or the relevant User to communicate your inability to show up, you will receive a warning from us. If you engage in this behaviour a second time, we may immediately terminate these Terms or cease to supply you with the Services.

9.3 If your access to the Services is terminated for any reason, you will forfeit any Payments owed to you up to the date of termination and any Payments incurred during any applicable notice period or otherwise specified in these Terms.

10. WARRANTIES

10.1 We will, within a reasonable period of time, investigate any alleged error or other issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or other issue and give us all necessary information to be able to investigate the error or other issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to you or $100, at our sole discretion.

10.2 You agree to use your reasonable endeavours to ensure that the information you supply to any User or to us is complete and accurate and notify us (and, if relevant, the User(s)) in writing if there is any change to the information supplied.

10.3 Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise, as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.

10.4 Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

11. LIABILITY

11.1 To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of any part of the Platform or downloading of any material or content posted on it, or on any Platform linked to it. We recommend that you have up-to-date virus checking software installed.

11.2 You acknowledge that we provide a service for connecting Shoppers, Neighbours and Retailers to use the Services, and are in no way involved in purchases or payments in relation to goods and/or services displayed on Retailers’ websites. To the fullest extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you or any User in relation to the goods or services sold on, or via, third party websites (including any dispute or complaint regarding refunds, payment, goods or services).

11.3 You agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities or any loss of profits, loss of revenue, economic loss, loss of goodwill, loss, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production arising out of, or in connection with, the provision or use of the Services, the Platform or these Terms.

11.4 You agree that, in any event, our maximum aggregate liability to you under these Terms will be $100 per Order.

11.5 You acknowledge and agree that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

11.6 This clause 11 survives termination or expiry of these Terms.

12. INDEMNITY

12.1 To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Platform and your use of the Services.

12.2 You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Platform, the Services and any breach by you of these Terms.

12.3 You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any User due to your actions, and you will indemnify us from and against any and all claims by any User in relation to any and all content created by you or any actions by you.

12.4 This clause 12 survives termination or expiry of these Terms.

13. INTELLECTUAL PROPERTY

13.1 You acknowledge that all Intellectual Property Rights in the Services and the Platform are the property of us (or our licensors) and your use of, and access to, the Services and Platform does not give you any rights, title or interest in or to the Services and Platform. Unless expressly authorised either under these Terms or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Services or Platform or any part of the Services or Platform.

13.2 You may not modify or copy the layout or appearance of the Services or any computer software or code contained in the Services, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Services.

13.3 We grant you, for the duration of these Terms as determined in accordance with clause 1.5, a non-exclusive, non-transferable and revocable licence to use the Intellectual Property Rights embodied in the Services to the extent necessary for you to use the Services and Platform for your business purposes.

13.4 By uploading, posting, transmitting or otherwise making available any Material via the Services or Platform, you:

(a) grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use, publish, reproduce and otherwise exploit that Material in any form to enable us to provide the Services, Platform and Platform and unconditionally waive any moral rights that you might have in respect of that Material; and

(b) represent and warrant that you either own the Intellectual Property Rights in that Material or have the necessary permission to upload, post, transmit or otherwise make available that Material via the Platform.

14. PRIVACY

14.1 We are committed to protecting your privacy and personal information. Further details about our practices relating to the collection, use, disclosure and storage of your personal information can be found in our Privacy Policy.

15. UNAVOIDABLE EVENTS

15.1 We will not be liable to you if we are prevented from, or delayed in, providing the Services due to acts, events, omissions or accidents beyond our reasonable control (“Unavoidable Events”). Where an Unavoidable Event occurs, we will attempt to recommence provision of the Services as soon as reasonably practicable.

16. DISPUTE RESOLUTIONS

16.1 If you have a complaint about the performance of these Terms or the Services, you will contact us at support@dropd.shop in the first instance and allow us reasonable time to consider your complaint, determine a possible solution and notify you of the solution.

16.2 If we receive a complaint from you, we will review the complaint and respond back to you within a reasonable timeframe with an outcome based on our investigation.

16.3 You agree you will not commence formal legal proceedings against us until you have first raised the issue with us in accordance with this clause, and allowed us a reasonable time to provide a satisfactory outcome to you.

16.4 This clause survives the expiry or termination of these Terms.

17. LINKING TO THE PLATFORM

17.1 You may link to the Platform, provided that you do so in a way that is fair and legal and does not damage, or take advantage of, our goodwill. You must not establish a link in such a way as to suggest any form of association, approval or endorsement by us where none exists.

17.2 You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).

17.3 The Platform must not be framed on any other website, with the exception of Widgets which may be framed with our prior consent and following Retailer guidelines.

17.4 We reserve the right to withdraw linking permission under this clause by updating these Terms on the Platform.

18. PROMOTIONAL OFFERS

18.1 dropd, at its sole discretion, may make promotional offers with different features and different rates to any of our Users. These promotional offers, unless made to you, shall have no bearing whatsoever on your offer or contract. We encourage you to check back at our Website periodically if you are interested in learning more about how we charge for the Software or Services.

18.2 Monies will be applied to the Neighbours dropd wallet. dropd reserves the right to withhold or invalidate Monies obtained through Promotional Offers if dropd determines or believes that the Monies was received through error, fraudulent, illegal, or in violation of these terms and conditions or any other applicable agreement between you and dropd.

19. REFERRAL PROGRAM

19.1 Under the Referral Program, dropd offers its registered neighbours in good standing the opportunity to earn money as promotional rewards by inviting their eligible friends to register as new neighbours through the Service by using a unique referral ID code. For each qualified referral generated through a User’s Code, the User may receive a monetary amount as specified on the Company’s Referral Program page.

19.2 You agree we may change the terms and conditions of the Referral Program or terminate the Referral Program at any time. If you do not agree to these changes, you should immediately cease participating in the Referral Program.

19.3 Existing neighbours ("Referrer") who refer friends and family as new neighbours ("Neighbour") to the dropd platform, may be eligible to receive a designated monetary amount (“Monies”). Monies are inclusive of tax unless otherwise specified. Neighbour must sign up using the unique code ("Code") provided to them by Referrer.

19.4 Referrer is prohibited from posting referral codes on sites including, but not limited to Google, Craigslist, Gum Tree, Trading Post, Twitter and other similar publicly accessible sites. dropd reserves the right to deactivate or invalidate any monies obtained through these channels.

19.5 Referrer will only receive Monies for the first 50 Neighbours they refer that are located in the same country as the Referrer (i.e. a Referrer in the Australia cannot successfully refer a Neighbour in Malaysia). Neighbour will receive Monies when they sign up using the Code, are one of the 50 Neighbours, and meet the requirements as indicated in the offer. dropd reserves the right to deactivate or invalidate any Monies obtained by either Neighbour or Referrer in excess of these amounts.

19.6 Monies amounts vary based on regions, and Referrer location will determine the application region and Monies amount. Monies amounts will be stated in Referrer's dropd account and in the offer received by Neighbour. Select regions require a minimum expectation that Neighbours must complete a package handover in order for both Neighbour and Referrer to receive Monies.

19.7 Neighbour will be disqualified and will not receive Monies if dropd determines that Neighbour has previously created a dropd account. dropd reserves the right to withhold or invalidate Monies obtained through the dropd Friends and Family Referral Program if dropd determines or believes that the Monies was received through error, fraudulent, illegal, or in violation of these terms and conditions or any other applicable agreement between you and dropd.

19.8 Monies will be applied into the Referrers and Neighbours dropd wallet. dropd reserves the right to withhold or invalidate Monies obtained through the dropd Friends and Family Referral Program if dropd determines or believes that the Monies was received through error, fraudulent, illegal, or in violation of these terms and conditions or any other applicable agreement between you and dropd.

19.9 dropd is not a retailer or seller. Subject to change by dropd at any time. Void where restricted or prohibited by law.

20. GENERAL

20.1 We may assign, sub-contract, or otherwise transfer any or all of its rights and/or obligations under these Terms. You may only assign, subcontract, or otherwise transfer any or all of your rights and/or obligations with our prior written consent, which can be refused at our absolute discretion.

20.2 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.

20.3 If you are using the Services for the supply of goods and/or services directly to a third party, then you will:

(a) procure that such third party will comply with these Terms; and

(b) indemnify us for any claim, loss, damage or expense incurred by us as a result of any breach of these Terms by such third party.

20.4 We and you are independent. No contractor, agency, partnership, joint venture, fiduciary or employment relationship is created by these Terms. Neither we nor you will have, nor represent that we or you have, any authority to make any commitments on the other party's behalf except expressly pursuant to these Terms.

20.5 Any provision of these Terms that is found to be void or unenforceable will, to the extent that it is void or unenforceable, be severed from these Terms without affecting the enforceability or validity of any other provisions.

20.6 These Terms are governed by the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there.

20.7 These Terms and any document expressly incorporated in it contains the whole agreement between us and you in respect of the subject matter of these Terms and supersedes and replaces any prior written or oral agreements, representations or understandings between the parties. The parties confirm that they have not relied on any representation that is not expressly incorporated into these Terms.

21. DEFINITIONS

21.1 In these Terms, the following expressions have the following meanings, unless otherwise stated:

“Account” means a User’s personalised account on the Platform;

“Cash Out” means the Neighbour requesting release of funds accrued on their Account to their nominated bank account;

“Fulfilment” is set out in clause 7.2;

“Handover” means the Shopper picking up a Package from the Neighbour by exchanging PIN codes;

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including, but not limited to, all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

“Material” means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Platform, or otherwise displayed, uploaded or published on, or via, the Platform;

“Order” means an order for goods placed by a Shopper on a Retailer’s shop;

“Package” means a parcel, box, letter, or other goods shipped from a Retailer to a Neighbour;

“Payments” means the Payments set out in clause 5, calculated at the rates set out in clause 5 or as otherwise published by us on the Platform from time to time, and are inclusive of any Goods and Services Tax that may be payable;

“Payment Processing Services” means any services that we provide pursuant to these Terms which are to be used to process payments in relation to subscription fees or listings on the Platform, including third-party payment gateways and integrations;

“Platform” means the online platform located on or via the website located at dropd.shop or any other website nominated by us from time to time, our mobile application available on the iOS App Store and Google Play store, our Retailer Widgets and any associated services, software, networks or processes through which Neighbours, Retailers and Shoppers can connect and receive Packages;

“Privacy Policy” means our privacy policy, available at: https://dropd.shop/privacy;

“Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Platform including, but not limited to, your name, date of birth, gender, your business or trading name, Australian Business Number, Australian Company Number, business address and contact details;

“Retailer” means companies operating retail shops (whether online or in-store) that use the Widget as a way for their customers to access our Services;

“Services” refers to the Platform and any associated services we provide pursuant to these Terms;

“Shipment” means the shipment of a Package from the Retailer to a Neighbour;

“Shopper” means any person or entity that uses the Platform to pick up Packages ordered via Retailers from Neighbours;

“Terms” means these Neighbour Terms, as may be amended by us from time to time, at our discretion;

“User” means any person or entity using the Services, whether they are a Neighbour, Shopper or a person who browses, visits or otherwise uses the Platform or the Services; and

“Widget” means third party plugins designed for Retailers and embedded in a Retailer’s sales and checkout process.

Shopper Terms and Conditions

Last updated: 3/11/2012

ABOUT US

dropd provides an online Platform that connects Shoppers with Neighbours who receive Packages on their behalf.

AGREEMENT

1. ABOUT THESE TERMS

1.1 In these Terms, “we”, “us” or “our” means dropd Pty Ltd ACN 639 786 315 and includes its subsidiaries, and their respective directors, employees and agents. “You” or “your” means the User who accepts these Terms. Additional definitions are set out in clause 20.

1.2 You should read these Terms carefully. They apply to your use of our Platform.

1.3 By using or accessing the Platform, including the Widget, you indicate your acceptance of these Terms. By accepting these Terms, you agree to the obligations imposed on you under these Terms and, in exchange, we agree to provide you with access to the Platform. If you do not agree to these Terms you should immediately cease accessing and using the Platform.

1.4 We reserve all rights to alter these Terms at our discretion. Each time you use the Platform, it is your responsibility to be aware of our current terms. Your continued use of the Platform following the posting of changes to these Terms will be deemed your acceptance of those changes.

1.5 These Terms, as amended by us from time to time, continue to apply for the duration of your use of the Platform and Services or until terminated in accordance with clause 10.

2. OVERVIEW OF SERVICES

2.2 To use the Services, a User must register for an Account in accordance with clause 4. An unregistered User may search for Neighbours and place Orders through the Platform and via Retailer Widgets but will not be able to complete a Handover.

2.3 If you register for an Account in accordance with clause 4 and your registration is accepted by us, you will have access to the Services and will be able to:

(a) create an Account and maintain a profile on the Platform including your full name, nickname, mobile number, email address and optional profile picture;

(b) book and schedule Orders and Handovers, including chatting directly with a Neighbour to organise rescheduled Handovers;

(d) schedule Handovers on the app;

(e) view PIN numbers to authenticate Handover;

(f) confirm Handovers when complete;

(g) rate and review a Neighbour and their Fulfillment;

(h) access your Order history;

(i) contact our support directly; and

(j) contact Neighbours directly to make inquiries and requests.

2.4 Registered Shoppers may rate and review a Neighbour once a Handover is completed and will:

(a) have the option to provide a rating regarding the Fulfillment of an order after they complete a Handover with a Neighbour; and

(b) be able to rate a Neighbour’s Fulfilment (based on a rating system of 1 to 5 stars), as well as give feedback regarding the goods and/or services sold by the Neighbour.

Ratings and reviews provided by Users must be honest and non-biased and at all times comply with these Terms.

3. USING THE SERVICES

3.1 You must ensure that your access to, and use of, the Services is not illegal or otherwise prohibited by laws that apply in your jurisdiction.

3.2 Any information on the Platform or otherwise provided to Users is supplied in good faith but we do not guarantee its accuracy or completeness. You agree that it is your responsibility to make enquiries as to the accuracy or completeness of any information.

3.3 You are responsible for verifying the identity and authenticity of a Neighbour, Retailer, the content of Packages and satisfactory Fulfillment of an Order, when you engage them. Despite our use of reasonable endeavours to verify the identity of Neighbours and Retailers on the Platform, you acknowledge that, to the extent permitted by law, we do not warrant the reliability, legitimacy, repute, or credibility of any Neighbour, nor the capacity, ability or willingness of the Neighbour or Retailer to deliver or transact with you.

3.4 You agree that you have sole responsibility for any activity that occurs on your Account. You must keep your Account details and password secure, as you are responsible for any activity on your Account (whether undertaken by you or anyone else). You agree to notify us immediately if you become aware of or suspect any security breach or unauthorised use of your password or Account.

3.5 The Services may contain links to other websites. Those links are provided for convenience only and may not be current. Any hyperlinks or banners advertising other websites on the Platform, or external websites that advertise the Platform, are not subject to our control or privacy standards, policies and procedures. We will not be responsible for the content or privacy practices associated with such linked websites and we recommend that you make your own enquiries as to the privacy and other policies of those third parties.

3.6 You must take precautions to ensure that when accessing the Services, you do not expose your telecommunications or computer systems to viruses, malware or other forms of interference that may damage your telecommunications or computer systems. We are not responsible for any such damage to your telecommunications or computer systems which may arise in connection with your access to the Platform and use of the Services.

3.7 While using the Platform, and any associated Services, you must not:

(a) misuse any part of the Platform by introducing viruses, trojans or other material that is malicious or technologically harmful;

(b) attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform;

(c) engage in any activity that interferes with or disrupts the Services or the servers and networks that host the Services;

(d) attempt to circumvent, disable or otherwise interfere with any security-related features of the Services or any features that prevent or restrict the use or copying of any content or enforce limitations on the use of the Services or the content of the Platform;

(e) engage in any abusive or derogatory behaviour; or

(f) advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap.

3.8 We may contact you by email or provide you with information by posting notices on the Platform. It is your responsibility to ensure that you have correct contact details registered with us including your phone number and email address, that you give us written notice of any changes to your contact details, and that you check your nominated email address regularly for any correspondence.

3.9 We may, at our absolute discretion, terminate, suspend or delete your Account or restrict your access to the Services (or any part of the Services) for any reason without notice. This includes for security, technical, maintenance, legal or regulatory reasons or due to any breach of these Terms. If we do this, you may be prevented from accessing your Account details or other content contained in your Account. We will not be liable to you or any third party for doing so.

3.10 If you fail to comply with these Terms, we may, in our absolute discretion and without liability:

(a) immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your Account);

(b) take any other legal action against you; or

4. REGISTRATION

4.1 To access certain parts of the Services, including completion of a Handover, you must register with us by providing us with Registration Data as requested. You may not use one email address or phone number to register for multiple accounts.

4.2 IMPORTANT! You must ensure that the same phone number and email address are used to sign up for our Services and complete orders on Retailer websites. Failure to do so means your Package may not be correctly identified and you may be prevented from completing Handover.

4.3 We reserve the right to decline your registration request if you do not pass our verification process.

4.4 You must be over the age of 18 years to use our Services. You may not use our Services, even with the consent of your parent or guardian, if you are under the age of 18 years.

4.5 We reserve the right to take legal action and seek compensation from a parent or guardian of a User under 18 years of age for any loss or damage we may suffer as a result of, or in connection with, any transaction entered into on, or via, the Platform by that User.

4.7 If you provide us with Registration Data, you consent to the following:

(a) we may provide your Registration Data to Neighbours for the purposes of providing you with the Services;

(b) you may receive emails from us regarding details of your registration, orders and/or purchases made through your Account, and/or information relating to your access and use of the Services and your Account; and

(c) from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and/or provide customised email communications to you.

4.8 You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy.

4.9 You allow us to refer to you in any publicity we engage in after we have provided you with the Services or during our provision to you of the Services.

5. YOUR OBLIGATIONS

5.1 You must at all times comply with your obligations under these Terms and fulfil your obligations in a timely manner.

5.2 Your obligations include, but are not limited to, the following:

(a) Creation and Maintenance of Profile

While you may place an Order on a Retailer Widget, you will not be able to complete a Handover until you have registered for our Services and created an Account with a user profile. You must ensure that you use the same email address and phone number on the Retailer’s website and on our Platform. Failure to do so means that your Orders may be delayed and subject to manual verification.

(b) Defamatory Content

(d) Interactions with Users

You must not advocate, support or practise discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical handicap. Any complaints regarding abuse or derogatory behaviour on the part of any Shopper may see such Shopper(s) removed from the Platform, result in the termination or suspension of their Account and/or lead to restricted access to the Services, at our absolute discretion.

You must regularly check the Platform for upcoming deliveries, notifications and details for Orders you have ordered. You must be available at the times you indicate for Order pick up and Handover.

(e) Conduct at Handover

You must ensure that you show up for a booked Handover promptly, and ensure you communicate any foreseeable delays to the Neighbour. You must not share your PIN code with any third parties or allow third parties to attend a Handover on your behalf.

In any case, you must pick up a Package at Handover within 7 days or risk forfeiture of the package. If Packages are not successfully collected through Handover within 7 days of the date the Neighbour received the Package, we or the Neighbour can return the Package to the original Retailer or other third-party, as applicable, and reserve the right to abandon, dispose of, donate, or keep the Package without any further notice to you.

5.3 You acknowledge and agree that, in order for us to be able to provide the Services to you without interruption you will, at your cost, at all times:

(a) co-operate with and reasonably assist us to provide the Services;

(b) promptly provide us with full and accurate information, data and explanations with regard to any dispute, complaint, issue or otherwise that may arise, as and when required; and

5.4 You must procure all necessary consents or authorisations from any third parties which may be required from time to time in order for us to be able to provide the Services to you.

5.5 It is your obligation to ensure that any written communication we send to you correctly reflects your details. If any changes occur to your details, you must give us written notice of these changes so that we may update your details (which change will be made within a reasonable period of time).

5.6 Any Orders placed on, or via, the Platform is an acknowledgement by you that you meet the specified age requirement to transact with the Neighbour, Retailer, accept these Terms and agree that these Terms are binding.

5.7 We reserve the right to cancel, suspend or delete your Account at any time for any reason, including for obtaining a number of poor user ratings from Neighbours.

6. PURCHASES

6.1 As a Shopper you will not pay us any fees directly. Any charges that are payable by you are at the sole discretion of the Retailer, and subject to the Retailer’s terms of use.

6.2 You acknowledge and agree that a listing on the Platform for the provision of services by a Neighbour constitutes mere information, and does not form part of any offer to sell goods and/or services. The Neighbour Fulfills Orders through our Platform only after you have confirmed an Order on a Retailer’s Widget.

6.3 A registered User may communicate with Neighbours via the Platform for the purpose of organising Handovers only. For the avoidance of doubt, all purchases and/or payments made pursuant to any agreement which utilises the Services is between you and the Neighbour to the exclusion of us.

6.4 You are responsible for checking the suitability of services offered by Neighbours via the Platform with Neighbours directly.

6.5 All prices displayed on the Platform are subject to change without notice.

6.6 All prices listed on the Platform are in Australian Dollars and inclusive of goods and services tax (GST) unless otherwise specified.

7. PAYMENT

7.1 Payments are not payable by Shoppers on our Platform. However, Retailers may choose to pass on the cost of their services to Shoppers. We accept no responsibility for transactions that occur outside the Platform, any costs passed on from a Retailer to a Shopper is subject to the Retailer’s terms of use and constitutes payment for services provided by the Retailer and not by us.

7.2 The User bears sole responsibility for verifying any terms and conditions imposed by the Neighbour or Retailer in relation to the sale of goods and/or services.

8. CANCELLATION OF ORDERS

8.1 Orders will be processed in accordance with Retailer’s terms of use. Neither we, nor any Neighbours, are responsible for facilitating order cancellations with the Retailer on your behalf.

8.2 You are solely responsible for communicating any Order cancellations to the Retailer and to the Neighbour. We are not responsible for organising refunds or replacements of goods shipped in Orders.

8.3 If you have been notified via the Platform that a Package is awaiting Handover, you must complete the Handover with the Neighbour regardless of whether you wish to cancel or refund the Package contents. After completing Handover, you may then contact the Retailer directly to discuss cancelling or refunding the Package contents.

9. REFUNDS AND EXCHANGES

9.1 Refunds and exchanges are processed in accordance with your Retailer’s terms of use. Neither we nor the Neighbour are responsible for facilitating a refund or exchange.

9.2 You must communicate directly with the Retailer to organise a refund or exchange and are responsible for shipping any refunds to the Retailer directly.

10. TERMINATION

10.1 In addition to our rights under clause 3, we may, at our absolute discretion, terminate these Terms or cease to supply you with access to the Platform and/or the Services, if:

(a) it transpires that you have provided false or misleading information on the Platform, including false information about your age;

(b) you are found by us to be offensive or abusive to a Neighbour or other User;

(d) you do not comply with your obligations under these Terms.

10.2 Without limiting any other clause in these Terms, if you fail to show up at the agreed place and time to fulfil a Handover made with a Neighbour and you did not follow the process outlined in clause 8 above or inform the relevant Neighbour to communicate your inability to show up, you will receive a warning from us. If you engage in this behaviour a second time, we may immediately terminate these Terms or cease to supply you with the Services.

10.3 If your access to the Platform and/or the Services is terminated for any reason, we will be entitled to payment for any outstanding fees or charges properly incurred by us up to the date of termination and any fees or charges incurred during any applicable notice period or otherwise specified in these Terms.

11. WARRANTIES

11.1 We do not provide any warranties relating to the goods purchased by you from the Retailer. All warranties are provided in relation to the service we provide on the Platform only. You must contact the Retailer for any queries about the warranties provided for the goods purchased.

11.2 We will, within a reasonable period of time, investigate any alleged error or issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or issue with all necessary information to be able to investigate the error or issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to you or to $100 per Package, whichever is greater.

11.3 You agree to use your reasonable endeavours to ensure that the information that you supply us or any Neighbour is complete and accurate and notify us (and, if relevant, the Neighbour(s)) in writing if there is any change to the information supplied.

11.4 Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.

11.5 Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

12. LIABILITY

12.1 In the event you complete a Handover and find the Package is damaged, missing goods or is otherwise defective:

(a) You must provide valid evidence that the Package was damaged or missing goods prior to your accepting the Package at Handover and further evidence that shows the damage may have been caused by the Neighbour. This evidence may include a picture of the Package that is compared against the picture taken by the Neighbour upon delivery of the Package, with applicable timestamps;

(a) Evidence must be provided within the seven (7) day period referred to in clause 11.1 and emailed to support@dropd.shop;

(b) The evidence will be reviewed by our team and a response will be provided to you as soon as reasonably practicable;

(c) We may, in our sole discretion, provide compensation for loss and damage up to a maximum of $100 per Package. Any compensation provided by us does not indicate liability by us or the Neighbour.

12.2 You must not delay or refuse to complete Handover due to any damaged Package and you agree to follow the process as set out in clause 11.1.

12.3 In any case, we accept no responsibility or liability for:

(a) Loss or damage caused or contributed in any way by you or your agents or representatives; and

(b) Packages that are damaged, spoiled or stolen in transit.

12.4 You acknowledge that we provide a Platform service for connecting Shoppers, Neighbours and Retailers to use the Services, and are in no way involved in purchases or payments in relation to goods and/or services displayed on Retailers’ websites. To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Platform or downloading of any material posted on it or on any website linked to it. We recommend Users ensure they have up-to-date virus checking software installed.

12.5 To the extent permitted by law, we are not responsible for dealing with, and not liable for, any disputes or complaints made by you in relation to goods or services sold, or advertised, via the Platform (including any dispute or complaint regarding refunds, payment, goods or services) or any linked or related third party websites. You should address such complaints directly with the Neighbour or Retailer, as the case may be.

12.6 You agree that we will not be liable for any indirect, consequential, special or exemplary losses, expenses or liabilities, or loss of profits, loss of revenue, economic loss, loss of goodwill, corruption or alteration of data, failure to realise anticipated savings, loss of opportunity, expectation loss or loss of production, arising out of, or in connection with, the provision or use of the Services, the Platform or these Terms.

12.7 You agree that, in any event, our maximum aggregate liability to you under these Terms will be no more than AUD $100.

12.8 The User acknowledges and agrees that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

12.9 This clause 12 survives termination or expiry of these Terms.

13. INDEMNITY

13.1 To the fullest extent permitted by law, you agree that you waive, release, discharge and relinquish any and all claims that you have now or may have against us which are connected with, arise out of, relate to or are incidental to the provision of the Platform and your use of the Services.

13.2 You indemnify us, and hold us harmless, from and against any and all claims, loss, damage, taxes, liabilities and/or expenses that may be incurred by us arising out of, or in connection with, your use of the Platform, the Services and any breach by you of these Terms.

13.3 You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any Neighbour or Retailer due to your actions, and you indemnify us from and against any and all claims by any Neighbour and Retailer in relation to your actions (including content created and posted by you).

13.4 This clause 13 survives termination or expiry of these Terms.

14. INTELLECTUAL PROPERTY

14.1 You acknowledge that all Intellectual Property Rights in the Services, Platform and Widget are the property of us (or our licensors) and your use of, and access to, the Services, Platform and Widget does not give you any rights, title or interest in or to the Services, Platform or Widget. Unless expressly authorised either under these Terms or otherwise by the licensors, you may not reproduce, adapt, modify, display, perform or distribute the Services, Platform or Widget or any part of the Services, Platform or Widget.

14.2 You may not modify or copy the layout or appearance of the Services or any computer software or code contained in the Services, nor may you decompile or disassemble, reverse engineer or otherwise attempt to discover or access any source code related to the Services.

14.3 You may access and use the Platform for personal and commercial use. You must not in any form or by any means reproduce, modify, distribute, store, transmit, publish, use or display the Services, Platform or Widget on another website or commercialise any information obtained from any part of the Services, Platform or Widget without our prior written consent.

14.4 By uploading, posting, transmitting or otherwise making available any Material via the Services or Platform, you:

(a) grant to us a non-exclusive, worldwide, royalty-free, perpetual, irrevocable licence to use, publish, reproduce and otherwise exploit the Material in any form for any purpose and unconditionally waive any moral rights that you might have in respect of the Material; and

15. UNAVOIDABLE EVENTS

16. DISPUTE RESOLUTIONS

16.2 If we receive a complaint from you, we will review the complaint and respond back to you within a reasonable timeframe with an outcome based on our investigation.

16.4 This clause 16 survives the expiry or termination of these Terms.

17. LINKING TO THE PLATFORM

17.1 You may link to the Platform, provided that you do so in a way that is fair and legal and does not damage, or take advantage of, our reputation. You must not establish a link in a way that suggests any form of association, approval or endorsement by us where none exists.

17.2 You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).

17.3 The Platform must not be framed on any other website, with the exception of Widgets which may be framed with our prior consent and following Retailer guidelines.

17.4 We reserve the right to withdraw linking permission under this clause 17 by updating these Terms on the Platform.

18. PRIVACY

18.1 We are committed to protecting your privacy and personal information. Further details about our practices relating to the collection, use, disclosure and storage of your personal information can be found in our Privacy Policy.

19. GENERAL

19.1 Any provision of these Terms that is found to be void or unenforceable will, to the extent that it is void or unenforceable, be severed from these Terms without affecting the enforceability or validity of any other provisions.

19.2 A party’s failure or delay to exercise a power or right does not operate as a waiver of that power or right. The exercise of a power or right does not preclude its future exercise or the exercise of any other power or right.

19.3 These Terms are governed by the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there.

20. DEFINITIONS

20.1 In these Terms, the following expressions have the following meanings, unless otherwise stated:

“Account” means a User’s personalised account dashboard on the Platform;

“Cash Out” means the Neighbour requesting release of funds from their Account to their nominated bank account;

“Fulfilment” means the completion of Handover by a Neighbour, including the completion of the Handover to you as a Shopper;

“Handover” means the Shopper picking up a Package from the Neighbour by exchanging PIN codes;

“Order” means an order for goods placed by a Shopper on a Retailer’s shop;

“Package” means a parcel, box, letter, or other goods shipped from a Retailer to a Neighbour;

“Payments” means the Payments set out in clause 7, calculated at the rates set out in clause 7 or as otherwise published by us on the Platform from time to time, and are inclusive of any Goods and Services Tax that may be payable;

“Privacy Policy” means our privacy policy, available at: https://dropd.shop/privacy;

“Retailer” means companies operating retail shops (whether online or in-store) that use the dropd Widget as a way for their customers to access our Services;

“Services” refers to the Platform and any associated services we provide pursuant to these Terms;

“Shipment” means the shipment of a Package from the Retailer to a Neighbour;

“Shopper” means any person or entity that uses the Platform to pick up Packages ordered via Retailers from Neighbours;

“Terms” means these Neighbour Terms, as may be amended by us from time to time, at our discretion;

“User” means any person or entity using the Services, whether they are a Neighbour, Shopper or a person who browses, visits or otherwise uses the Platform or the Services; and

“Widget” means third party plugins designed for Retailers and embedded in a Retailer’s sales and checkout process.

Retailer Terms and Conditions

Last updated: 25/11/2021

ABOUT US

dropd provides an online Platform that connects Shoppers with Neighbours who receive Packages on their behalf.

AGREEMENT

1. ABOUT THESE TERMS

1.1 In these Terms, “we”, “us” or “our” means dropd Pty Ltd ACN 639 786 315 and includes its subsidiaries, and their respective directors, employees and agents. “You” or “your” means the User who accepts these Terms. Additional definitions are set out in clause 20.

1.2 You should read these Terms carefully. They apply to your use of our Platform.

1.5 These Terms, as amended by us from time to time, continue to apply for the duration of your use of the Platform and Services or until terminated in accordance with clause 10.

2. OVERVIEW OF SERVICES

2.2 To use the Services, a Retailer must install the dopd Widget or Platform app from the relevant e-commerce platform app store, agree to these terms, register for an Account, accept the app charges and integrate the Widget into their e-commerce purchasing page by configuring the app settings. You may also be required to complete a sign up process with dropd at the commencement of the relationship, or at a later date as reasonably requested by you.

2.3 If you register for an Account, and your registration is accepted by us, you will have access to the Services and will be able to:

(a) create an Account on our Platform;

(b) configure app settings;

(d) allow your customers to access the dropd Platform as a shipping option on your e-commerce purchasing page;

(e) update and change payment methods; and

(f) contact our support directly.

3. USING THE SERVICES

3.1 You must ensure that your access to, and use of, the Services is not illegal or otherwise prohibited by laws that apply in your jurisdiction.

3.3 You are responsible for verifying the identity and authenticity of a Shopper who purchases from your e-commerce shop, the content of Packages and prompt shipment of Packages. Despite our use of reasonable endeavours to verify the identity of Neighbours and Shoppers on the Platform, you acknowledge that, to the extent permitted by law, we do not warrant the reliability, legitimacy, repute, or credibility of any Shopper, nor the capacity, ability or willingness of the Shopper to transact with you.

3.7 While using the Platform, and any associated Services, you must not:

(a) misuse any part of the Platform by introducing viruses, trojans or other material that is malicious or technologically harmful;

(b) attempt to gain unauthorised access to any part of the Platform, the server on which the Platform is stored or any server, computer or database connected to the Platform;

(c) engage in any activity that interferes with or disrupts the Services or the servers and networks that host the Services;

(e) engage in any abusive or derogatory behaviour; or

(f) advocate, support or practice discrimination based on race, religion, age, national origin, language, gender, sexual orientation or mental or physical handicap.

3.10 If you fail to comply with these Terms, we may, in our absolute discretion and without liability:

(a) immediately, temporarily or permanently withdraw your right to access and use the Services and the Platform (including deletion of your Account);

(b) take any other legal action against you; or

4. REGISTRATION DATA

4.1 To access the Services you must register for an Account which will allow you, and us, to access your Registration Data from the Platform.

4.2 If you provide Registration Data to us, you represent and warrant to us that the Registration Data provided is true, complete, accurate and up to date, and you undertake to maintain the truthfulness, completeness and accuracy of your Registration Data as necessary and/or as required by us.

4.3 If you provide us with Registration Data, you consent to the following:

(d) you may receive emails from us regarding details of your registration, orders and/or purchases made through your Account, and/or information relating to your access and use of the Services and your Account; and

(e) from time to time, we may email you regarding our Services or third-party products and services which we believe may be of interest to you, such as new products, features, special offers and updated information. The emails may contain code that enables our database to track your usage of the emails, including whether the email was opened and/or what links (if any) were clicked. We may combine that information with other information which we have about you and may use that information to improve your site experience and/or provide customised email communications to you.

4.4 You acknowledge that we may use your Registration Data and any other personal information provided to us in accordance with our Privacy Policy.

4.5 You allow us to refer to you in any publicity we engage in after we have provided you with the Services or during our provision to you of the Services.

5. YOUR OBLIGATIONS

5.1 You must at all times comply with your obligations under these Terms and fulfil your obligations in a timely manner.

5.2 Your obligations include, but are not limited to, the following:

(a) Installation and configuration of the Widget

To use the Services, you must have the Widget installed on your e-commerce site, and the Widget must be updated to the newest version available at any given time. You are responsible for configuring the Widget to your preferred settings and regularly testing the Widget to ensure it is functioning properly on your e-commerce purchasing page.

(b) Business operating in Australia

You must, at all times, be a business operating lawfully within Australia. We may ask for evidence, including company searches and credit checks, where we have a reasonable suspicion that you may not be operating lawfully.

You must keep up-to-date contact details on your Account and promptly update your phone number and email address on your Account as soon as those details are changed.

(d) Prompt shipment

You must, in accordance with these terms and your terms of use, promptly ship packages to Neighbours in the event an Order is placed on the Widget on your page. You must promptly notify us of any prospective or actual delays in shipment. Tracking will be provided in the Platform. You must insure that Packages are not damaged prior to being shipped to the Neighbour.

(e) Support investigations

If any delivery issues arise, you must promptly notify us as soon as you become aware of the issues, by contacting us at retailersupport@dropd.shop. If we contact you for assistance in investigating a delivery issue, you must promptly provide support and respond to any questions we have to determine the issue with the delivery.

(f) Defamatory Content

(g) Viruses and Hacking

(h) Interactions with Users

You must not advocate, support or practise discrimination based on race, religion, age, national origin, language, gender, sexual orientation, or mental or physical handicap. Any complaints regarding abuse or derogatory behaviour on the part of any User, including Retailers, may see such Users removed from the Platform, result in the termination or suspension of their Account and/or lead to restricted access to the Services, at our absolute discretion.

5.3 You acknowledge and agree that, in order for us to be able to provide the Services to you without interruption you will, at your cost, at all times:

(a) co-operate with and reasonably assist us to provide the Services;

(b) promptly provide us with full and accurate information, data and explanations with regard to any dispute, complaint, issue or otherwise that may arise, as and when required; and

5.4 You must procure all necessary consents or authorisations from any third parties which may be required from time to time in order for us to be able to provide the Services to you.

5.6 Placing the Widget on your e-commerce page is an acknowledgement by you that you will ship the Package to the Neighbour’s address, accept these Terms and agree that these Terms are binding.

5.7 We reserve the right to cancel, suspend or delete your Account at any time for any reason.

6. FEE

6.1 Each month you use the Widget, a monthly subscription fee and usage charge is payable. Charges are billed through the Widget and in accordance with the e-commerce subscription agreement provided to you upon Account registration.

6.2 You will be charged a usage charge for every Order Fulfillment. You acknowledge and agree that the use of the Widget for the provision of services by a Neighbour for a Shopper constitutes mere information, and does not form part of any offer to sell goods and/or services. The Neighbour Fulfills Orders through our Platform only after a Shopper has purchased an Order and selected the use of the Platform through the Widget.

6.3 To the extent possible, fees will be automated through the Widget and on our Platform. It is your responsibility to check your Account for fees payable and ensure that there are sufficient funds in your selected payment methods to cover the cost of the fees for that particular billing cycle.

6.4 For the avoidance of doubt, all purchases and/or payments made pursuant to any agreement which utilises the Services is between you and the Shopper, to the exclusion of us.

6.5 All prices displayed on the Platform are subject to change without notice.

6.6 All prices listed on the Platform are inclusive of goods and services tax (GST) unless otherwise specified.

6.7 We may, in our sole discretion, waive some or all of the fees payable by Retailers, on a case-by-case basis.

7. PAYMENT

7.1 We accept no responsibility for transactions that occur outside the Platform, any costs passed on from you to a Shopper is subject to your terms of use and constitutes payment for services provided by you and not by us.

7.2 We use Payment Processing Services provided by Shopify, Woocommerce and other third party sites. Payments submitted via Shopify are subject to the terms and conditions published on the Shopify website and Payments submitted via Woocommerce are subject to the terms and conditions published on the Woocommerce website (collectively, the “Third Party Payment Services Agreements”). By placing an order and using Shopify or Woocommerce to process payments you agree to be bound by the Third Party Payment Services Agreements, which may be modified by Shopify or Woocommerce from time to time. As a condition of enabling Payment Processing Services through Shopify or Woocmmerce, you agree to provide us with accurate and complete information about you and your business, and you authorise us to share it and transaction information related to your use of the Payment Processing Services provided by Shopify or Woocommerce in accordance with our Privacy Policy.

8. CANCELLATION OF ORDERS

8.1 Orders will be processed in accordance with your terms of use. Neither we, nor any Neighbours, are responsible for facilitating order cancellations with the Shopper on your behalf.

8.2 You are solely responsible for communicating any Order cancellations to the Shopper, for whatever reason, including supply or stock issues. We are not responsible for organising refunds or replacements of goods shipped in Orders.

9. REFUNDS AND EXCHANGES

9.1 Refunds and exchanges are processed in accordance with your terms of use and are a matter to be determined between you and the Shopper. Neither we nor the Neighbour are responsible for facilitating a refund or exchange.

9.2 You must communicate directly with the Shopper, as set out in your terms of use, to organise a refund or exchange and are responsible for organising the shipping of any refunds and exchanges.

10. TERMINATION

10.1 You may terminate your Account with us by uninstalling the Widget.

10.2 In addition to our rights under clause 3, we may, at our absolute discretion, terminate these Terms or cease to supply you with access to the Platform and/or the Services, if:

(a) it transpires that you have provided false or misleading information on the Platform, including false information about your age;

(b) you are found by us to be offensive or abusive to a Neighbour, Shopper or other User; or

10.4 If there are any orders outstanding following termination of your Account, you must ensure that any orders assigned to a dropd Neighbour are assigned and fulfilled prior to uninstalling the Widget. This clause survives the termination of this Agreement.

11. WARRANTIES

11.1 We will, within a reasonable period of time, investigate any alleged error or issue regarding any of the Services, provided that you notify us in writing within seven (7) days of becoming aware of the error or issue with all necessary information to be able to investigate the error or issue. Notwithstanding, you agree that our liability will be limited in any event to the right to attempt redelivery of the Services to a User or to $100 per Package, whichever is lesser.

11.2 You agree to use your reasonable endeavours to ensure that the information that you supply us or any User is complete and accurate and notify us (and, if relevant, the User(s)) in writing if there is any change to the information supplied.

11.3 Except as provided in these Terms, no further warranty, condition, undertaking or term, express or implied, statutory or otherwise as to the condition, quality, performance or fitness for purpose of the Services provided in accordance with these Terms is given by us, other than as required by law. All implied warranties are hereby excluded.

11.4 Nothing contained in these Terms excludes, restricts or modifies the application of any condition, warranty or other obligation, the exercise of any right or remedy, or the imposition of any liability under the Competition and Consumer Act 2010 (Cth) or any other national, state or territory legislation where to do so is unlawful.

12. LIABILITY

12.1 In the event a Shopper and Neighbour complete a Handover and find the Package is damaged, missing goods or is otherwise defective:

(a) They must provide valid evidence that the Package was damaged or missing goods at either the stage prior to the Handover, OR prior to the Neighbour accepting the Package. This evidence may include a picture of the Package that is compared against the picture taken by the Neighbour upon delivery of the Package, with applicable timestamps;

(b) Evidence must be provided within the seven (7) day period referred to in clause 11.1 and emailed to retailersupport@dropd.shop;

(c) The evidence will be reviewed by our team and a response will be provided to the Neighbour and/or Shopper as soon as reasonably practicable; and

(d) The Shopper must contact you directly to organise for any redelivery of damaged, defective or missing goods.

12.2 We may, in our sole discretion, provide compensation for loss and damage up to a maximum of $100 per Package. Any compensation provided by us does not indicate liability by us.

12.3 We accept no responsibility or liability for:

(a) Loss or damage caused or contributed in any way by you or your agents or representatives; and

(b) Packages that are damaged, spoiled or stolen in transit.

12.4 You acknowledge that we provide a Platform service for connecting Shoppers, Neighbours and Retailers to use the Services, and are in no way involved in purchases or payments in relation to goods and/or services displayed on your website. To the extent permitted by law, we will not be liable for any loss, expenses, liabilities, costs or damage caused by viruses, system failures or other technologically harmful material that may infect your computer equipment, programs, data or other material due to your use of any part of the Platform or downloading of any material posted on it or on any website linked to it. We recommend Users ensure they have up-to-date virus checking software installed.

12.7 You agree that, in any event, our maximum aggregate liability any party under these Terms will be no more than AUD $100.

12.8 The User acknowledges and agrees that the limitations of liability contained in this clause are a fair and reasonable allocation of the commercial risk between the parties.

12.9 This clause 12 survives termination or expiry of these Terms.

13. INDEMNITY

13.3 You agree and acknowledge that we will not be liable or responsible for any loss or damage suffered by any Neighbour or Shopper due to your actions, and you indemnify us from and against any and all claims by any Neighbour and Shopper in relation to your actions (including content created and posted by you).

13.4 This clause 13 survives termination or expiry of these Terms.

14. INTELLECTUAL PROPERTY

14.4 By uploading, posting, transmitting or otherwise making available any Material via the Services or Platform, you:

15. UNAVOIDABLE EVENTS

16. DISPUTE RESOLUTIONS

16.2 If we receive a complaint from you, we will review the complaint and respond back to you within a reasonable timeframe with an outcome based on our investigation.

16.4 This clause 16 survives the expiry or termination of these Terms.

17. LINKING TO THE PLATFORM

17.2 You must not establish a link to the Platform from any website that is not owned by you (except with the website owner’s express permission).

17.3 The Platform must not be framed on any other website, with the exception of Widgets which may be framed with our prior consent.

17.4 We reserve the right to withdraw linking permission under this clause 17 by updating these Terms on the Platform.

18. PRIVACY

19. GENERAL

19.3 These Terms are governed by the laws of Victoria, Australia. The parties unconditionally submit to the exclusive jurisdiction of the courts exercising jurisdiction there.

19.4 These Terms, and the relationship between the parties contemplated by it, is not intended to be exclusive.

19.5 If either party chooses to waive or ignore a breach of the Terms, this will not prevent that party from taking action in respect of the same type of breach at a future date.

19.6 Nothing in these Terms is intended to create or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in these Terms. Neither we nor you will have, nor represent that it has, any authority to make any commitments of this kind on the other party's behalf.

20. DEFINITIONS

20.1 In these Terms, the following expressions have the following meanings, unless otherwise stated. Some defined terms may not be used in this Agreement, and apply to the Neighbour and Shopper terms of use only:

“Account” means a User’s personalised account dashboard on the Platform;

“Cash Out” means the Neighbour requesting release of funds from their Account to their nominated bank account;

“Fulfilment” means the completion of Handover by a Neighbour, including the completion of the Handover to you as a Shopper;

“Handover” means the Shopper picking up a Package from the Neighbour by exchanging PIN codes;

“Intellectual Property Rights” means all present and future intellectual and industrial property rights throughout the world of whatever nature (whether or not registered or registrable), including, but not limited to, all rights in respect of technical information, know-how, copyright, trade marks, designs, patents, domain names, business names, logos, drawings, trade secrets, the right to have confidential information kept confidential or other proprietary rights, or any rights to registration of such rights;

“Material” means any information, data, source codes, drawings, content, text or images in any form (whether visible or not), audio recordings, video recordings, lists, sound, video, links, layout, look and feel, control features and interfaces contained on the Platform, or otherwise displayed, uploaded or published on, or via, the Platform;

“Order” means an order for goods placed by a Shopper on a Retailer’s shop;

“Package” means a parcel, box, letter, or other goods shipped from a Retailer to a Neighbour;

“Payments” means the Payments set out in clause 7, calculated at the rates set out in clause 7 or as otherwise published by us on the Platform from time to time, and are inclusive of any Goods and Services Tax that may be payable;

“Payment Processing Services” means any services that we provide pursuant to these Terms which are to be used to process payments in relation to subscription fees or listings on the Platform, including third-party payment gateways and integrations;

“Platform” means the online platform located on or via the website located at dropd.shop or any other website nominated by us from time to time, our mobile application available on the iOS App Store and Google Play store, our Retailer Widgets and any associated services, software, networks or processes through which Neighbours, Retailers and Shoppers can connect and receive Packages;

“Privacy Policy” means our privacy policy, available at: https://dropd.shop/privacy;

“Registration Data” means information provided by you to us for the purposes of your registration to access certain sections of the Platform including, but not limited to, your name, your business or trading name, Australian Business Number, Australian Company Number, business address and contact details;

“Retailer” means companies operating retail shops (whether online or in-store) that use the dropd Widget as a way for their customers to access our Services;

“Services” refers to the Platform and any associated services we provide pursuant to these Terms;

“Shipment” means the shipment of a Package from the Retailer to a Neighbour;

“Shopper” means any person or entity that uses the Platform to pick up Packages ordered via Retailers from Neighbours;

“Terms” means these Neighbour Terms, as may be amended by us from time to time, at our discretion;

“User” means any person or entity using the Services, whether they are a Neighbour, Shopper or a person who browses, visits or otherwise uses the Platform or the Services; and

“Widget” means third party plugins designed for Retailers and embedded in a Retailer’s sales and checkout process.