Driver Agreement

The Company provides delivery services to support local businesses.

This Agreement sets out the terms and conditions on which Drivers can undertake Deliveries for Go-Loco.

Definitions

The following terms are used regularly throughout this Agreement and have a particular meaning:

  • ABN means Australian Business Number.
  • Account means a Driver’s registered account within Vromo.
  • Agreement means this Driver Agreement.
  • Application Form means the online application provided by the Company, as updated from time-to-time.
  • Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Perth, Australia.
  • Company means Go-Loco Pty Ltd ABN 21 640 538 156.
  • Company Account means the Company’s registered account within Vromo.
  • Confidential Information means any written or verbal information that:
    • Is about each party’s business or affairs;
    • Is about the conduct of each party under this Agreement and the during the term of this Agreement;
    • A party informs the other party that it considers it confidential and/or proprietary;
    • A party would reasonably consider to be confidential in the circumstances; and
    • Is personal information within the meaning of the Privacy Act.
      but does not include information that a party can establish:
    • Was in the public domain at the time it was given to that party;
    • Became part of the public domain, without that party’s involvement in any way, after being given to the party;
    • Was in party’s possession when it was given to the party, without having been acquired (directly or indirectly) from the disclosing party; or
    • Was received from another person who had the unrestricted legal right to disclose that information free from any confidentiality obligation.
  • Corporations Act means the Corporations Act 2001 (Cth).
  • Customer means a customer of Go-Loco that requests a Delivery.
  • Delivery means a request for delivery to be completed by Drivers.
  • Delivery Notification means a notification that a Delivery has been requested.
  • Delivery Fee means the fixed fee paid to the Driver for each completed Delivery, as notified to the Driver from time-to-time.
  • Driver means a driver registered with Go-Loco that holds an Account.
  • Driver Manual means the Company’s guidelines and policies for Drivers, as updated from time-to-time.
    Driver Profile means the profile of a Driver within Vromo.
  • Go-Loco means the “Go-Loco” digital delivery platform as found at the Site.
  • GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Precondition means each of the following conditions:
    • Being 18 years of age or older;
    • Having a working smartphone with ability to access and use Vromo;
    • Having a working vehicle suitable for completing Deliveries, in accordance with the reasonable opinion of the Company;
    • Holding a valid driver’s licence for use in the State(s) the Driver completes Deliveries;
    • Holding relative insurances to operate the particular vehicle used to complete Deliveries as mandated by the local government laws and regulations; and
    • Having a thermal bag suitable and of a standard for food delivery, in accordance with the reasonable opinion of the Company.
  • Privacy Act means the Privacy Act 1989 (Cth).
  • Privacy Policy means the Company’s privacy policy as updated from time-to-time, published on the Site.
  • Recipient Created Tax Invoice has the same meaning as in A New Tax System (Goods and Services Tax) Act 1999 (Cth).
  • Site means http://www.go-loco.com.au/ and any other URL where the Company makes Go-Loco available from time-to-time.
  • Vromo means the third-party delivery management software operated by Vromo Limited.
  • Vromo Terms & Conditions means the terms and conditions for use of Vromo as found at www.vromo.io/terms, as may be updated from time-to-time.

Agreement

Agreement

    1. The relationship between the Company and the Driver shall be governed by this Agreement until validly terminated.
    2. By submitting an Application Form, the Driver acknowledges that they have read, understood and agree to be bound by the terms and conditions of this Agreement.  
    3. By accepting this Agreement, the Driver shall be in no way restricted from providing delivery services for other third-party delivery businesses.

 

Application process and company approval

    1. The Driver must be expressly approved by the Company in order to undertake Deliveries.
    2. The Driver must complete the Application Form and provide the Company with such information the Company may reasonably require in order to approve the Driver to provide Deliveries.
    3. The Driver must ensure that any information provided as part of the Application Form is true, complete and current. The Driver must notify the Company if any information submitted in the Application Form changes, expires or would otherwise affect the appropriateness or eligibility of the Driver to provide Deliveries. 
    4. If the Driver is tax resident in Australia, in order to receive payments from the Company the Driver must provide the Company with their own ABN.
    5. The Driver must be available to have an interview with the Company as part of the application process if so requested, which in default will be conducted via online means.
    6. The Driver acknowledges that the approval of an Application is subject to the Preconditions being satisfied and accepts that the Company may undertake formal screening steps to verify any information as part of the review process.
    7. Where the Driver’s circumstances change, and in particular one or more of the Preconditions are no longer satisfied, the Driver must immediately notify the Company of the nature of the change in circumstances.
    8. The Company will assess all evidence of the Driver’s suitability to provide Deliveries, and either approve or decline the Driver’s application at its absolute discretion. The Company’s decision will be final and not subject to review.
    9. The Company may revoke the Driver’s authority to provide Deliveries at any time, if the Company forms the reasonable opinion that the Driver is unsuitable to provide Deliveries.

 

Account set up AND USING VROMO

    1. Where the Driver’s application is approved by the Company, the Company will send the Driver a welcome email confirming acceptance, including (without limitation):
        1. A copy of the Download Manual;
        2. A link to download and register with Vromo; and
        3. An invitation to join the Customer’s Account.
    2. The Driver must ensure that the contact information provided to the Company is accurate. The Company accepts no responsibility for incorrect contact information resulting in the failure to receive information, including the welcome email pursuant to clause 3.1.
    3. The Driver’s Account will be the primary means by which the Driver will complete Deliveries and communicate with the Company and/or Customers and will be where the Driver can set their availability, accept (or reject) a Delivery and manage their Driver Profile.
    4. It is a condition to providing Deliveries under this Agreement that the Driver register with Vromo, set up an Account and agree to the Vromo Terms and Conditions. 
    5. The Driver must comply with the Vromo Terms and Conditions at all times. Should the Driver’s access to Vromo cease (such as their Account being terminated for breach of the Vromo Terms and Conditions), they will not be able to provide Deliveries.
    6. The Driver acknowledges and agrees that the Company is not responsible for the operation and ongoing availability of Vromo, and the Driver should seek support from within Vromo (and not the Company) for any issues with access to and/or use of Vromo.

 

PROVIDING Deliveries

    1. Availability 
      1. The Driver must ensure that they keep their availability for Deliveries up to date and accurate on their Account. If the Driver has their availability turned off, they will not receive any Delivery Notifications.
      2. Subject to the Driver’s availability settings as per clause (a) above, the Driver may be offered or selected for Deliveries based on location, distance and other factors outside of the Company’s control. The Company makes no representation that the Driver will be offered or selected for Deliveries.
    2. Delivery
      1. The Company will notify the Driver of a Delivery Notification via Vromo.
      2. A Delivery Notification will include such details supplied by the Customer relative to the Delivery, including (without limitation):
          1. The location of pick up;
          2. The location of delivery; and
          3. Contact details of the Customer.
      3. Where a Delivery Notification is received, the Driver may either accept or reject the request within Vromo in their discretion.
      4. The Driver must respond to a Delivery Notification as soon as possible.
      5. The Driver agrees that it will only accept Deliveries that it can genuinely provide and must complete the Delivery once accepted, and where the Driver is unable to provide the Delivery, they must notify the Company and make it available to other Drivers to facilitate completion of the Delivery as required.
      6. The Driver may only provide Deliveries personally and not engage any third-party to complete the Delivery without the Company’s prior consent.
    3. Standard
      1. The Driver must comply with the Driver Manual with respect to Deliveries, and any other Company policies and guidelines notified to the Driver from time-to-time.
      2. As a representative of the Company, the Driver must ensure that when providing Deliveries that they:
        1. Act in a respectful and professional manner; 
        2. Be courteous, polite and friendly with Customers and its end customers;
        3. Agree to follow all road rules as mandated by law;
        4. Maintain appropriate personal hygiene; 
        5. Are fit, rational and capable, and in particular not sleep deprived or under the influence of alcohol or other substances;  
        6. Maintain thermal bags clean and hygienic at all times; and
        7. Refrain from making any representations on behalf of the Company about the Company’s products and services without the prior written approval of the Company.
      3. The Company reserves the right to inspect a Driver’s vehicle and thermal bag upon reasonable notice at any time to ensure such is being maintained in accordance with the standards of the Driver Manual. 
    4. Cancellations
      1. The Driver may be notified if they are no longer required to attend a Delivery at any time, which will be effective immediately. 
      2. The Company accepts no responsibility or liability for any Delivery that is cancelled.

 

Fees and Payments

    1. Fees
      1. The Driver agrees that the Company shall set the Delivery Fees in its absolute discretion.
      2. Unless agreed otherwise, all Delivery Fees shall be inclusive of GST.
      3. The Driver acknowledges that it is an independent contractor to the Company in respect of each Delivery it undertakes, and that the Delivery Fees are not increased or varied for weekends, public holidays or outside of normal business hours.
    2. Payments
      1. The Company shall pay the Delivery Fee for each Delivery.
      2. The Delivery Fee shall be calculated and paid on weekly basis.
      3. Unless otherwise notified, the Company will deposit the Delivery Fee (if any) into the Driver’s nominated bank account each Wednesday.
      4. The Company will issue the Driver a Recipient Created Tax Invoice (or if the Driver is not registered for GST, just a recipient created invoice) for its Delivery Fees in the payment period.
      5. The Driver warrants that it will not accept direct payment from the Customer to avoid payment of the Delivery Fees to the Company. The Driver agrees that it will not charge (or attempt to charge) the Customer for any Delivery, however it may accept additional tips where offered by the Customer. 
    3. Expenses & Taxation
      1. The Driver is responsible for all expenses incurred in undertaking a Delivery and shall not be entitled to seek reimbursement from the Company unless expressly agreed by the Company in writing. 
      2. The Driver acknowledges that it is solely responsible for the assessment and payment of their own taxes.

 

Direct contracting with Customers

    1. Without the written consent of the Company, the Driver shall not directly contract to provide services to a Customer outside of Go-Loco (and thereby exclude the Company) during the term of this Agreement and for a period within 6 months of the last day that the Driver completed a Delivery with the relevant Customer.
    2. Where the Driver contracts directly to provide a Delivery to a Customer outside Go-Loco, the Driver agrees that it shall pay the Company the equivalent of the Delivery Fee (as if the Delivery had been booked through Go-Loco) for the duration of the Driver’s commercial relationship with that Customer, whether or not consent is provided by the Company under clause 6.1.
    3. The Company will issue a Tax Invoice to the Driver for all such fees payable to the Company under clause 6.2.

 

Relationship

    1. The Driver agrees and acknowledges that:
      1. The Driver is a subcontractor of the Company; 
      2. The Driver is not an employee of the Customer; and
      3. The Company is not an agent of the Customer or the Driver.
    2. The Driver warrants that:
      1. All information submitted to the Company is true and accurate to the best of the Driver’s knowledge, including with regard to the Driver’s qualifications and experience; and
      2. The Driver holds all current qualifications and licences it represents as holding and necessary to undertake Deliveries.
      3. The Company is under no obligation to ensure that a Driver receives a Delivery and makes no warranty or representation that the Driver will receive a Delivery.

 

PRIVACY

    1. The Company maintains the Privacy Policy in compliance with the provisions of the Privacy Act for personal information that it collects. The Driver agrees and understands that Customers, and the Company, may have obligations under the Privacy Act.
    2. The Driver agrees to maintain all personal information that comes into their possession or knowledge (in particular, the names, addresses and contact details of Customers) as Confidential Information under this Agreement.
    3. The Driver authorises the Company to provide the Driver’s name and location to Customers for the purposes of completing Deliveries.

 

CONFIDENTIALITY

    1. A party shall not:
      1. Use any of the Confidential Information except to the extent necessary to exercise its rights and perform its obligations under this Agreement; or
      2. Disclose any of the Confidential Information except in accordance with clause 9.2.
    2. Subject to clause 9.3, a Party may disclose Confidential Information that a Party is required to disclose:
      1. By law or by order of any court or tribunal of competent jurisdiction; or
      2. By any Government Agency, stock exchange or other regulatory body.
    3. If a party is required to make a disclosure under clause 9.2, that party must:
      1. To the extent possible, notify the other party immediately after it anticipates that it may be required to disclose any of the Confidential Information; and
      2. Only disclose Confidential Information to the extent necessary to comply.
    4. The Driver and the Company must each assist the other to comply with its obligations under the Privacy Act 1988 (Cth) in relation to Confidential Information.

 

Termination

    1. Either party may terminate this Agreement by giving the other party written notice.
    2. Termination does not affect any of the rights accrued by a party prior to termination.

 

LIABILITY and INDEMNITY

    1. The Driver agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with:
      1. The Driver’s conduct during or in relation to a Delivery; and
      2. The Driver’s breach of this Agreement. 
    2. In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, personal injury, death, damage to property, loss of property, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the Driver’s access to, or use of, or inability to use any of the Company’s services and/or Go-Loco, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, loss, personal injury or death, or business interruption of any type, whether in tort, contract or otherwise.
    3. Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified.  Apart from those that cannot be excluded, the Company and the Company’s related entities exclude all conditions and warranties that may be implied by law.  To the extent permitted by law, the Company’s liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company’s option to:
      1. The re-supply of services or payment of the cost of re-supply of services; or 
      2. The replacement or repair of goods or payment of the cost of replacement or repair. 

 

Dispute Resolution

    1. If any dispute arises between the parties in connection with this Agreement (Dispute), then either party may notify the other of the Dispute with a notice (Dispute Notice) which:
      1. Includes or is accompanied by full and detailed particulars of the Dispute; and
      2. Is delivered within 10 Business Days of the circumstances giving rise to the Dispute first occurring.
    2. Within 10 Business Days after a Dispute Notice is given, a representative (with the authority to resolve the dispute) parties must meet (virtually or otherwise) and seek to resolve the Dispute.
    3. Subject to clause 12.4, a party must not bring court proceedings in respect of any Dispute unless it first complies with the requirements of the dispute resolution mechanism outlined in this clause.
    4. Nothing in this clause prevents either party from instituting court proceedings to seek urgent injunctive, interlocutory or declaratory relief in respect of a Dispute.
    5. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under this document and any related agreements.

 

ELECTRONIC COMMUNICATION, amendment and assignment

    1. The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
    2. The Driver can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement.  The Company will notify the Driver of a change of details from time-to-time.
    3. The Company will send the Driver notices and other correspondence to the Driver’s Account, or the details the Driver notifies the Company of from time-to-time. It is the Driver’s responsibility to update their contact details as they change.
    4. A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
    5. Notices must be sent to the parties’ most recent known contact details.
    6. The Driver may not assign or otherwise create an interest in this Agreement.
    7. The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the Driver.

 

General

  1. Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
  2. Prevalence. To the extent this Agreement is inconsistent with the Terms of Business, the terms of this Agreement will prevail. To the extent that any Special Conditions are inconsistent with the terms of this agreement, the Special Conditions will prevail.
  3. Disclaimer.  Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
  4. No Joint Venture or Partnership.  The relationship of the parties to this Agreement does not form a joint venture or partnership.
  5. Waiver.  No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
  6. Further Assurances.  Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
  7. Governing Law.  This Agreement is governed by the laws of the state of Western Australia, Australia.  Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
  8. Liability for Expenses.  Each party must pay its own expenses incurred in negotiating, executing, stamping and registering this Agreement.
  9. Counterparts.  This Agreement may be executed in any number of counterparts.  All counterparts together will be taken to constitute one instrument.
  10. Time.  Time is of the essence in this Agreement.
  11. Severability.  Any clause of this Agreement, which is invalid or unenforceable is ineffective to the extent of the invalidity or unenforceability without affecting the remaining clauses of this Agreement.
  12. Interpretation. The following rules apply unless the context requires otherwise:
    1. Headings are only for convenience and do not affect interpretation.  
    2. The singular includes the plural and the opposite also applies.
    3. If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
    4. A reference to a clause refers to clauses in this Agreement.
    5. A reference to legislation is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it.
    6. Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included. 
    7. A reference to a party to this Agreement or another agreement or document includes that party’s successors and permitted substitutes and assigns (and, where applicable, the party’s legal personal representatives).
    8. A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
    9. A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.