This Technology Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”) and NuWe Pty Ltd A.C.N 610 920 253, a company registered in Australia (“Company”).
The Company, trading as NuWe (“NuWe”), provides lead generation to independent providers of rideshare passenger transportation services using the NuWe Services (as defined below).
The NuWe Services enable an authorised transportation provider to seek, receive and fulfill requests for transportation services from an authorised user of NuWe’s mobile applications. You desire to enter into this Agreement for the purpose of accessing and using the NuWe Services.
You acknowledge and agree that the Company is a technology services provider that does not provide transportation services.
In order to use the NuWe Services, you shall agree to the terms and conditions that are set forth herein.
Upon your execution (electronic or otherwise) of this Agreement, you and the Company shall be bound by the terms and conditions set forth herein.
“Agreement” means this document and as amended from time to time by NuWe.
“Associated Company” means in relation to a company, a company which is (directly or indirectly) a subsidiary or a holding company of that company or a subsidiary of a holding company of that company, other than itself.
“Company Data” means all data related to the access and use of the NuWe Services hereunder, including all data related to Users (including User Information), all data related to the provision of Transportation Services via the NuWe Services and the Driver App, and the Driver Access Credentials.
“Device” means Your Device.
“Driver App” means the mobile application provided by the Company that enables transportation providers to access the NuWe Services for the purpose of seeking, receiving and fulfilling on demand requests for transportation services by Users, as may be updated or modified from time to time.
“Fare” has the meaning set forth in Paragraph 4.1.
“Service Fee” has the meaning set forth in Paragraph 4.4.
“Territory” means the city or metro areas in Australia in which you are enabled by the Driver App to receive requests for Transportation Services.
“Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the NuWe Services based on available information.
“Transportation Services” means your provision of P2P passenger transportation services to Users via the NuWe Services in the Territory using the Vehicle.
“NuWe Services” mean NuWe’s on-demand lead generation and related services which may be owned or licensed by the Company that enable transportation providers to seek, receive and fulfill on-demand requests for transportation services by Users seeking transportation services; such NuWe Services include access to the Driver App and NuWe’s software, websites, payment services as described in Paragraph 4 below, and related support services systems, as may be updated or modified from time to time.
“User” means an end user authorised by NuWe to use the NuWe mobile application for the purpose of obtaining Transportation Services offered by the Company’s transportation provider customers.
“User Information” means information about a User made available to you in connection with such User’s request for and use of Transportation Services, which may include the User’s name, pick-up location, contact information and photo.
“Vehicle” means your vehicle that:
(a) meets the then-current the Company requirements for a vehicle on the NuWe Services; and
(b) the Company authorises for your use for the purpose of providing Transportation Services.
“Your Device” means a mobile device owned or controlled by you:
(a) that meets the then current Company specifications for mobile devices as set forth at www.nuwe.com.au; and
(b) on which the Driver App has been installed as authorised by Company solely for the purpose of providing Transportation Services.
Use of the NuWe Services
To use the Rideshare Service, you are required to register for an account with NuWe. NuWe will issue a login credential to enable you to access and use the Driver App on a Device in accordance with this Agreement.
The Company reserves the right to deactivate your access if you have failed to comply with our requirements.
You agree that you will maintain your Driver Credential/Login details in confidence and not share your Driver Credential with any third party.
You will immediately notify the Company of any actual or suspected breach or improper use or disclosure of your Driver Credential/Login details or the Driver App..
Provision of Transportation Services.
When the Driver App is active, User requests for Transportation Services may be presented to you via the Driver App if you are available and in the vicinity of the User. If you accept a User’s request for Transportation Services, the NuWe Services will provide you with certain User Information via the Driver App, including the User’s first name and pickup location. In order to enhance User satisfaction with the NuWe mobile application and your Transportation Services, it is recommended that you wait at least ten (10) minutes for a User to show up at the requested pick-up location. You will obtain the destination from the User, either in person upon pickup or from the Driver App if the User elects to enter such destination via NuWe’s mobile application. You acknowledge and agree that once you have accepted a User’s request for Transportation Services, NuWe’s mobile application may provide certain information about you to the User, including your name, contact information, photo and location, and your Vehicle’s make and license plate number. You shall not contact any Users or use any User’s personal data for any reason other than for the purposes of fulfilling Transportation Services. As between the Company and you, you acknowledge and agree that:
(a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Transportation Services; and
(b) except for the NuWe Services, you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Transportation Services.
(c) you shall conduct yourself in a professional way and you are responsible for your own behaviour.
(e) you comply with all the applicable road regulations as a Rideshare driver.
Your Relationship with Users.
You acknowledge and agree that your provision of Transportation Services to Users creates a direct business relationship between you and the User.
The Company is not responsible or liable for the actions or inactions of a User in relation to you, your activities or your Vehicle.
You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of Transportation Services.
You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party.
You acknowledge and agree that the Company may release your contact and/or insurance information to a User upon such User’s reasonable request. You acknowledge and agree that, unless specifically consented to by a User, you may not transport or allow inside your Vehicle individuals other than a User and any individuals authorised by such User, during the performance of Transportation Services for such User.
You acknowledge and agree that all Users should be transported directly to their specified destination, as directed by the applicable User, without unauthorised interruption or unauthorised stops.
Your Relationship with The Company.
You acknowledge and agree that the Company’s provision to you of the Driver App and the NuWe Services creates a direct business relationship between the Company and you. The Company does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Transportation Services, your acts or omissions, or your operation and maintenance of your Vehicle.
You retain the sole right to determine when, where, and for how long you will utilise the Driver App or the NuWe Services. You retain the option, via the Driver App, to attempt to accept or to decline or ignore a User’s request for Transportation Services via the NuWe Services, or to cancel an accepted request for Transportation Services via the Driver App, subject to the Company’s then-current cancellation policies.
You understand that repeated and/or unreasonable cancellations may result in financial penalty and/or disqualification.
You shall comply with signage required by local law or permit/license requirements, and such signage shall be approved by the Company beforehand. No other signage is necessary.
You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities.
For the sake of clarity, you understand that you retain the complete right to;
(i) use other software application services in addition to the NuWe Services; and
(ii) engage in any other occupation or business.
The Company retains the right to deactivate or otherwise restrict you from accessing or using the Driver App or the NuWe Services in the event of a violation or alleged violation of this Agreement, your disparagement of the Company or any of its Associated Company(ies), your act or omission that causes harm to the Company’s or its Associated Company(ies)’ brand, reputation or business as determined by the Company in its sole discretion.
You acknowledge and agree that:
(a) after receiving Transportation Services, a User may be prompted by NuWe’s mobile application to provide a rating of you and such Transportation Services and, optionally, to provide comments or feedback about you and such Transportation Services; and
(b) after providing Transportation Services, you may be prompted by the Driver App to provide a rating of the User and, optionally, to provide comments or feedback about the User. You shall provide your ratings and feedback in good faith.
You acknowledge that the Company desires that Users have access to high-quality services via NuWe’s mobile application.
In order to continue to receive access to the Driver App and the NuWe Services, you shall maintain an average rating by Users that exceeds the minimum average acceptable rating established by the Company for your Territory, as may be updated from time to time by the Company in its sole discretion (“Minimum Average Rating”). Your average rating is intended to reflect Users’ satisfaction with your Transportation Services rather than your compliance with any of Company’s policies or recommendations.
In the event your average rating falls below the Minimum Average Rating, the Company will notify you and may provide you, in the Company’s discretion, a limited period of time to raise your average rating above the Minimum Average Rating.
If you do not increase your average rating above the Minimum Average Rating within the time period allowed (if any), the Company reserves the right to deactivate your access to the Driver App and the NuWe Services. Additionally, you acknowledge that your repeated failure to accept User requests for Transportation Services while you are logged in to and press “start shift” in the Driver App creates a negative experience for Users of NuWe’s mobile application.
If you do not wish to accept User requests for Transportation Services for a period of time, you agree that you will log off of or press “end shift” in the Driver App.
The Company and its Associated Company(ies) reserve the right to use, share and display your and User ratings and comments in any manner in connection with the business of the Company and its Associated Company(ies) without attribution to you or your approval.
You acknowledge and agree that the Company and its Associated Company(ies) are distributors (without any obligation to verify) and not publishers of your and User ratings and comments, provided that the Company and its Associated Company(ies) reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or the Company’s or its Associated Company(ies) content policies.
The Company encourages you to use Your Device in providing Transportation Services.
If you elect to use Your Devices:
(i) you are responsible for the acquisition, cost and maintenance of Your Devices; and
(ii) the Company shall make available the Driver App for installation on Your Device. The Company hereby grants you a personal, non-exclusive, non-transferable license to install and use the Driver App on Your Device solely for the purpose of providing Transportation Services.
You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Driver App (or any data associated therewith) with any third party.
The foregoing license grant shall immediately terminate and you will delete and fully remove the Driver App from the Driver-Provided Device in the event that you cease to provide Transportation Services using Your Device. You agree that:
(i) use of the Driver App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and
(ii) use of the Driver App on Your Device as an interface with the NuWe Services may consume very large amounts of data through the data plan. COMPANY ADVISES THAT YOUR DEVICE ONLY BE USED UNDER A DATA PLAN WITH UNLIMITED OR VERY HIGH DATA USAGE LIMITS, AND COMPANY SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY FEES, COSTS, OR OVERAGE CHARGES ASSOCIATED WITH ANY DATA PLAN.
Location Based Services.
You acknowledge and agree that your geo-location information shall be provided to the NuWe Services via a Device in order to provide Transportation Services. You acknowledge and agree that: (a) your geo-location information may be obtained by the NuWe Services while the Driver App is running; and (b) the approximate location of your Vehicle will be displayed to the User before and during the provision of Transportation Services to such User. In addition, the Company and its Associated Company(ies) may monitor, track and share with third parties Driver’s geo-location information obtained by the Driver App and Device for safety and security purposes.
You and Your Vehicle
You acknowledge and agree that at all times, you shall comply with the minimum requirements as stated below, but not limited to (see www.nuwe.com.au for updated requirements):
You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Transportation Services. You acknowledge and agree that the Company reserves the right, at any time in the Company’s sole discretion, to deactivate or otherwise restrict you from accessing or using the Driver App or the NuWe Services if you fail to meet the requirements set forth in this Agreement.
You acknowledge and agree that your Vehicle shall at all times comply with the minimum requirements as stated below, but not limited to (see www.nuwe.com.au for updated requirements):
To ensure your compliance with all requirements in Paragraphs 3.1 and 3.2 above, you shall provide the Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Transportation Services. Thereafter, you shall submit to the Company written evidence of all such licenses, permits, approvals, authority, registrations and certifications as they are renewed. The Company shall, upon request, be entitled to review such licenses, permits, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. The Company reserves the right to independently verify your documentation from time to time in any way the Company deems appropriate in its reasonable discretion.
At the discretion of The Company, you may be elected to be a ‘mentor’ driver. This entitlement allows you to refer another driver to register with NuWe. This referral program entitles you to a financial benefit which increments along with the earning of your members’ earning. The financial gain of ‘mentor’ driver does not impact the gross earnings of member drivers.
The Company expects that you build a knowledge-sharing community with your member driver.
The Company reserves all rights to remove this entitlement under the grounds of non-compliance.
a. If you receive a booking request through the NuWe platform, you will be offered a fixed fare from the pick-up location to the destination specified in the booking request. The fixed fare is the amount you are entitled to receive for the trip in addition to other fees, tolls, extras and surcharges. You should charge any tolls separately to the passenger.
b. If you accept a booking request, you agree that you will pick up the passenger at the requested pick-up location and you will deliver the passenger to the destination specified in the booking request.
c. If the passenger specifically directs you to take a significant diversion from the direct route between the pick-up location and the destination submitted with the booking request, or to extend the trip past the destination submitted with the booking request, this is not covered by the fixed fare amount and you may seek an additional amount from the passenger and apply the ‘extra’ charge into the mobile application at the end of the trip. On your behalf, NuWe will then deduct the additional amount from the passenger’s account. The additional amount must be discussed and agreed with the passenger and, if you are a taxi Driver, must not be more than your reasonable estimate of the metered fare for the additional time and distance. Any other circumstances where you believe you have suffered loss must be raised with NuWe and must not be raised with the passenger.
d. You must not provide cash out to passengers. If you do, you will be liable for any resulting charge back.
e. NuWe does not determine tolls or other road or airport or any other usage or access fees that may be incurred during the trip – it is your responsibility to add those to the total fare, or to ensure that you enter the correct payment amount into the NuWe platform.You:
(i) appoint the Company as your limited payment collection agent solely for the purpose of accepting the Fare, applicable Tolls and, depending on the region and/or if requested by you, applicable taxes and fees from the User on your behalf via the payment processing functionality facilitated by the NuWe Services; and
(ii) agree that payment made by User to the Company (or to an Associated Company of the Company acting as an agent of the Company) shall be considered the same as payment made directly by User to you. The Company agrees to remit, or cause to be remitted, to you on at least a weekly basis:
(a) the Fare less the applicable Service Fee;
(b) the Tolls; and
(c) depending on the region, certain taxes and ancillary fees. If you have separately agreed that other amounts may be deducted from the Fare prior to remittance to you (e.g., vehicle financing payments, lease payments, mobile device usage charges, etc.), the order of any such deductions from the Fare shall be determined exclusively by The Company.
In consideration of the Company’s provision of the Driver App and the NuWe Services for your use and benefit hereunder, you agree to pay the Company a service fee on a per Transportation Services transaction basis calculated as a percentage of the Fare determined by the Fare Calculation, as provided to you via email or otherwise made available electronically by the Company from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be calculated on the Fare, the Company shall calculate the Service Fee based on the Fare net of such taxes. The Company reserves the right to change the Service Fee at any time in the Company’s discretion based upon local market factors, and the Company will provide you with notice in the event of such change.
Continued use of the NuWe Services after any such change in the Service Fee calculation shall constitute your consent to such change.
You acknowledge and agree that Users may elect to cancel requests for Transportation Services that have been accepted by you via the Driver App at any time prior to your arrival. In the event that a User cancels an accepted request for Transportation Services, the Company may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Fare for the cancelled Transportation Services for the purpose of remittance to you hereunder (“Cancellation Fee”).In the event, where:
(i) you cancel an accepted request for Transportation Services from a User, you shall not charge any fees, including Cancellation Fee; or
(ii) you repeatedly cancels a trip that you have accepted, NuWe may decide to apply a financial penalty and/or suspension on your account.
As part of the NuWe Services, the Company provides you a system for the delivery of receipts to Users for Transportation Services rendered. Upon your completion of Transportation Services for a User, the Company prepares an applicable receipt and issues such receipt to the User via email on your behalf. Such receipts are also provided to you via email.Receipts include the breakdown of amounts charged to the User for Transportation Services and may include specific information about you, including your name, contact information and photo, as well as a map of the route you took. Any corrections to a User’s receipt for Transportation Services shall be submitted to the Company in writing within three (3) business days after the completion of such Transportation Services. In absent of such a notice, the Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.
No Additional Amounts.
You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, the Company and its Associated Company(ies) may seek to attract new Users to NuWe and to increase existing Users’ use of NuWe’s mobile application. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set out in this Agreement.
You acknowledge and agree that you are required to:
(a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Transportation Services as required by applicable law; and including but not limited to, federal and provincial taxes and Goods and Services Tax (“GST”).
(b) provide The Company with all relevant tax information. You further acknowledge and agree that you are responsible for taxes on your own income arising from the performance of Transportation Services. Notwithstanding anything to the contrary in this Agreement, the Company may in its reasonable discretion based on applicable tax and regulatory considerations, collect and remit taxes resulting from your provision of Transportation Services and/or provide any of the relevant tax information you have provided pursuant to the foregoing requirements in this Paragraph 5.8 directly to the applicable governmental tax authorities on your behalf or otherwise.
Proprietary Rights License
Subject to the terms and conditions of this Agreement, the Company hereby grants you a non-exclusive, non-transferable, non-sub licensable, non-assignable license, during the term of this Agreement, to use the NuWe Services (including the Driver App on a Device) solely for the purpose of providing Transportation Services to Users and tracking resulting Fares and Fees. All rights not expressly granted to you are reserved by the Company, its Associated Company(ies) and their respective licensors.
You shall not, and shall not allow any other party to:
(a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the NuWe Services or Driver App in any way;
(b) modify or make derivative works based upon the NuWe Services or Driver App; (c) improperly use the NuWe Services or Driver App, including creating Internet “links” to any part of the NuWe Services or Driver App, “framing” or “mirroring” any part of the NuWe Services or Driver App on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the NuWe Services or Driver App;
(d) reverse engineer, decompile, modify, or disassemble the NuWe Services or Driver App, except as allowed under applicable law; or
(e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the NuWe Services or Driver App to:
(i) design or develop a competitive or substantially similar product or service;
(ii) copy or extract any features, functionality, or content thereof;
(iii) launch or cause to be launched on or in connection with the NuWe Services an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the NuWe Services; or
(iv) attempt to gain unauthorised access to the NuWe Services or its related systems or networks.
The NuWe Services, Driver App and Company Data, including all intellectual property rights therein, are and shall remain (as between you and the Company) the property of the Company, its Associated Company(ies) or their respective licensors. Neither this Agreement nor your use of the NuWe Services, Driver App or Company Data conveys or grants to you any rights in or related to the NuWe Services, Driver App or Company Data, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the NuWe Services, you are not permitted to use or reference in any manner the Company’s, its Associated Company(ies)’, or their respective licensors’ the Company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "NUWE Marks and Names") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the NUWE Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.
Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information").
Confidential Information includes, but is not limited to, Company Data, Driver Credential, User Information, and the transaction volume, marketing and business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.
Each party acknowledges and agrees that:
(a) all Confidential Information shall remain the exclusive property of the disclosing party;
(b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement;
(c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") as necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and
(d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to The Company, its internal record-keeping requirements).
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it:
(a) is or becomes part of the public domain through no act or omission on the part of the receiving party;
(b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality;
(c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or
(d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
Disclosure of Your Information.
Subject to applicable law, the Company and its Associated Company(ies) may, but shall not be required to, provide to you, a User, an insurance the Company and/or relevant authorities and/or regulatory agencies any information (including personal information (e.g., information obtained about you through any background check) and any Company Data) about you or any Transportation Services provided hereunder if:
(a) there is a complaint, dispute or conflict, including an accident, between you and a User;
(b) it is necessary to enforce the terms of this Agreement;
(c) it is required, in the Company’s or any Associated Company’s sole discretion, by applicable law or regulatory requirements (e.g., The Company or its Associated Company(ies) receive a subpoena, warrant, or other legal process for information); (d) it is necessary, in the Company’s or any Associated Company’s sole discretion, to – (1) protect the safety, rights, property or security of the Company or its Associated Company(ies), the NuWe Services or any third party; (2) to protect the safety of the public for any reason including the facilitation of insurance claims related to the NuWe Services; (3) to detect, prevent or otherwise address fraud, security or technical issues; (4) to prevent or stop activity which The Company or any of its Associated Company(ies), in their sole discretion, may consider to be, or to pose a risk of being, an illegal, unethical, or legally actionable activity); or
(e) it is required or necessary, in the Company’s or any Associated Company’s sole discretion, for insurance or other purposes related to your ability to qualify, or remain qualified, to use the NuWe Services. You understand that The Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.
Collection of Your Information.
The Company and its Associated Company(ies) may collect your personal data during the course of your application for, and use of, the NuWe Services, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by the Company and its Associated Company(ies), third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with the Company’s and its Associated Company(ies)’ legitimate business needs. You expressly consent to such use of personal data.
You agree to maintain during the term of this Agreement on all Vehicles operated by you under this Agreement motor vehicle liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a private passenger vehicle on the public roads within the Territory. This coverage shall also include any no-fault coverage required by law in the Territory that may not be waived by an insured. You agree to provide the Company and its Associated Company(ies) a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this Paragraph 8.1 upon request. Furthermore, you shall provide the Company with written notice of cancellation of any insurance policy required by the Company. The Company shall have no right to control your selection or maintenance of your policy. You shall be a named insured or individually rated driver, for which a premium is charged, on the insurance policy required in this Paragraph 8.1 at all times.
You agree to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory.
You understand and acknowledge that your personal automobile insurance policy may not afford liability, comprehensive, collision, medical payments, personal injury protection, uninsured motorist, underinsured motorist, or other coverage for the Transportation Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not that of the Company, to resolve them with your insurer(s).
The Company may maintain during the term of this Agreement insurance related to your provision of Transportation Services as determined by the Company in its reasonable discretion, provided that the Company and its Associated Company(ies) are not required to provide you with any specific insurance coverage for any loss to you or your Vehicle.
You are required to promptly notify the Company of any accidents that occur while providing Transportation Services and to cooperate and provide all necessary information related thereto.
Representations and Warranties; Disclaimers
You hereby represent and warrant that:
(a) you have full power and authority to enter into this Agreement and perform your obligations hereunder;
(b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and
(c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide -
(i) Transportation Services using the Vehicles pursuant to this Agreement, and
(ii) passenger transportation services to third parties in the Territory generally.
Disclaimer of Warranties.
The Company and its Associated Company(ies):
(a) Provide, and you accept, the NuWe Services and Driver App on a “as is” and “as available” basis
(b)Do not represent, warrant or guarantee that your access to or use of the NuWe Services or Drive App -
(i) will be uninterrupted or error free; or
(ii) will result in any requests for Transportation Services.Make no presentations, warranties or guarantees as to the actions or omissions of the Users who may request or receive Transportation Services from you.
(d) Do not screen or otherwise evaluate Users.
(e) Disclaim all liability for any act or omission of you, any User or other third party
You, by using the NuWe Services and Driver App, acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You shall take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the NuWe Services or Driver App.
No Service Guarantee.
The Company and its Associated Company/ies do not guarantee the availability or uptime of the NuWe Services or Driver App.
You acknowledge and agree that:
(a) the NuWe Services or Driver App may not be available at any time and for whatever reason, including but not limited to, scheduled maintenance or network failure; and
(b) the NuWe Services or Driver App may be subject to limitations, delays and other problems relating to the use of the internet and electronic communications; and (c) the Company and its Associated Company(ies) will not be responsible in relation to Paragraphs 9.3(a) and (b) above and, you indemnify each of them against any direct or indirect loss or damage as result to you or a third party.
You shall indemnify, defend (at the Company’s option) and hold harmless the Company and its Associated Company(ies) and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to:
(a) your breach of your representations, warranties or obligations under this Agreement; or
(b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of the NuWe Services. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor and, continues after the expiry or termination of this Agreement with you.
Limits of Liability.
You acknowledge and agree that the Company and its Associated Company(ies) will not be liable under or related to this Agreement for any of the following, whether in law or equity: (a) any incidental, consequential or other indirect loss or damage of any kind; or
(b) your or any third party’s property damage, loss or inaccuracy of data, loss of business, revenue, profits, use or other economic advantage,
except for the Company’s obligations to pay amounts due to you under Paragraph 4 above. The above sentence under Paragraph 11 above is, subject to, any applicable limitations or other provisions stated in this Agreement and, in no circumstances shall the liability of the Company or its Associated Company(ies) under this Agreement exceed the amount of the Service Fees actually paid to or due to the Company in this Agreement in the six (6) months period immediately prior to the event giving rise to such a claim against the Company or its Associated Company(ies).
Term and Termination
This Agreement shall commence on the date accepted by you and shall continue until terminated as set out herein.
Either party may terminate this Agreement:
(a) without cause at any time upon seven (7) days prior written notice to the other party;
(b) immediately, without notice, for the other party’s material breach of this Agreement; or
(c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party.
In addition, the Company may terminate this Agreement or deactivate your access to the mobile app immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of the Company and its Associated Company(ies), to provide Transportation Services or to operate the Vehicle, or as otherwise set out in this Agreement.
Effect of Termination.
Upon termination of the Agreement, you shall immediately delete and fully remove the Driver App from any of Your Devices. Outstanding payment obligations and Paragraphs 1, 2.3, 2.5.3, 4.7, 4.8, 5.3, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.
Relationship of the Parties
Except as otherwise expressly provided herein with respect to the Company acting as the limited payment collection agent solely for the purpose of collecting payment from Users on your behalf, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that:
(a) this Agreement is not an employment agreement, nor does it create an employment relationship, between the Company and you; and
(b) no joint venture, partnership, or agency relationship exists between the Company and you.
You have no authority to bind the Company or its Associated Company(ies) and you undertake not to hold yourself out as an employee, agent or authorised representative of the Company or its Associated Company(ies). Where, by implication of mandatory law or otherwise, you may be deemed an agent or representative of the Company, you undertake and agree to indemnify, defend (at the Company’s option) and hold the Company and its Associated Company(ies) harmless from and against any claims by any person or entity based on such implied agency or representative relationship.
In the event the Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. The Company reserves the right to modify any information referenced at hyperlinks from this Agreement from time to time. You hereby acknowledge and agree that, by using the NuWe Services, or downloading, installing or using the Driver App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the NuWe Services or Driver App after any such changes shall constitute your consent to such changes. You acknowledge and agree that modification of this Agreement does not create a renewed opportunity to opt out of dispute resolution Paragraph 15.
Supplemental terms may apply to your use of the NuWe Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). You may be presented with certain Supplemental Terms from time to time. Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement. Supplemental Terms shall prevail over this Agreement in the event of a conflict.
If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.
Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that the Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement from time to time without consent: (a) to an Associated Company; or (b) to an acquirer of all or substantially all of the Company’s business, equity or assets.
This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
No Third Party Beneficiaries.
There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.
Any notice delivered by the Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the NuWe Services. Any notice delivered by you to the Company under this Agreement will be delivered by contacting the Company at email@example.com.
Governing Law; Dispute resolution
This Agreement will be governed by and construed in all respects in accordance with the laws in force in New South Wales, and each party hereby submits to the exclusive jurisdiction of the New South Wales Courts as regards any claim or matter arising under this Agreement
If a dispute arises out of, or relates to, this Agreement the parties will endeavour to settle the dispute by mediation administered by a mutually acceptable mediator. If the parties are unable to agree as to a suitable mediator, the mediation will be administered by Australian Commercial Disputes Centre Ltd A.C.N. 003 042 840 ("ACDC ").
If the dispute has not been settled within twenty-eight (28) days (or such other period as is agreed in writing by the parties) after the appointment of the mediator, the dispute will be submitted to expert determination administered by ACDC, and subject to the ACDC Rules for Expert Determination operating at the time the dispute is referred to ACDC.
The parties will accept the determination of the expert as final and binding. The expert will be a person agreed between the parties but, failing agreement, the expert will be a person appointed by ACDC. The expert will not be the same person as the mediator.
Any disputes regarding this Agreement will be heard in Sydney, New South Wales.
The costs of any dispute resolution will be borne by the parties to that dispute as agreed at the mediation or as determined by the expert (as applicable).
Until a party has complied with the preceding provisions of this clause that party may not commence court proceedings relating to the dispute except that nothing in this clause precludes a party seeking injunctive relief from an appropriate court.