Discoverr.AI Pty Ltd (ABN: 50 640 133 259) owns and
operates this Website/App. Access to and use of this Website/App and
services available through this Website/App is subject to the following terms,
conditions (the agreement). By using the Services, you are agreeing to all
of the following terms and conditions as may be updated by us from time to
time. You should check this page regularly to take notice of any changes we may
have made to the agreement. If you do not agree to this agreement, then you
must not use this website/app or the Services.
Principal conducts the technology service known as www.brang.com.au and the
Branger Agent app by Discoverr.AI Pty Ltd which connects retailers with
independent delivery providers like you.
Principal has agreed to use the services of the Contractor and the Contractor
has agreed to provide those services on the terms and conditions set out in
This agreement is governed by the law of Victoria and
the parties submit to the non-exclusive jurisdiction of the courts of that
In the interpretation of this agreement:
References to legislation or provisions of
legislation include changes or re-enactments of the legislation and statutory
instruments and regulations issued under the legislation;
denoting the singular include the plural and vice versa, words denoting
individuals or persons include bodies corporate and vice versa, references to
documents or agreements also mean those documents or agreements as changed,
novated or replaced, and words denoting one gender include all genders;
Grammatical forms of defined words or phrases have
Parties must perform their obligations on the dates
and times fixed by reference to the city of Melbourne in the State if Victoria;
Reference to an amount of money is a reference to
the amount in the lawful currency of the Commonwealth of Australia;
If the day on or by which anything is to be done is
a Saturday, a Sunday or a public holiday in the place in which it is to be
done, then it must be done on the next business day;
to a party are intended to bind their executors, administrators and permitted
under this agreement affecting more than one party bind them jointly and each
of them severally.
Fee means the fee set out in the schedule.
Booking Request means a request to complete a
delivery of a Consignment made via the Branger app.
The Branger app means the Branger app or website.
Booking Fee means the fee paid to a Contractor for
the delivery of goods made by a Booking Request.
Consignment means the goods to be delivered in
respect of a Booking Request.
Customer means an entity that makes a Booking
Request for the delivery of a Consignment.
Specified Booking Request means a Booking Request
whereby a Customer has requested that a particular Contractor deliver their
Specified Contractor means the Contractor specified
in a Specified Booking Request.
engagement of the Contractor commences on the date on which the Contractor
begins using the Branger app and continues until terminated in accordance with
and the Contractor enter into the arrangements on the terms set out herein for
the provision by the Contractor of services to the Principal as described in the
warrants the provision of the services will not breach the terms of any other
will comply with all reasonable time limits imposed by the Principal for the
performance of the services.
will provide the services in a professional manner to the required standards
and be liable for rectification of any work not up to the required standard.
The Contractor must perform
the services in a diligent and professional manner according to any standards
that normally apply to the services.
of the services
is responsible for completion of the services described in the schedule.
must comply with the policies and procedures adopted by the Principal in the
conduct of its business including but not limited to the Booking Policy.
may at any time delegate any obligations to be performed under this contract to
an employee of the Contractor with prior written notice to the Principal. The
delegate must agree to be bound by the terms and conditions of this Agreement.
and will act with good faith in all of the Contractor’s dealings with the Principal
and, whilst performing the services, the Contractor will not intentionally do
anything which is harmful to the Principal.
The Principal may from time to
time make Booking Requests for the delivery of a Consignment by the Contractor.
The Contractor may only accept a
Booking Request by using the Branger app.
The Contactor in its sole
discretion may choose to accept a Booking Request.
The Principal will allocate the Contractor
a Booking Request either manually or by automatic algorithm at the Principal’s
discretion. Booking Requests will be made available to all available
Contractors and will be open for acceptance with the Contractor that accepts
earliest being entitled to carry out the delivery subject to the type of
vehicle they use for deliveries and the location of the Contractor.
By accepting a booking request
the Contractor acknowledges that they are directly forming a contract between
the Customer making the Booking Request and themselves. The Principal will not
be a party to that contract.
The Principal makes no guarantees
or representations about the quantity of Booking Requests that may be available
or the amount of Booking Fees that may be paid to the Contractor under this
The Principal may at any time at
its sole discretion stop making Booking Requests available to the Contractor.
The Principal may make the
Specified Booking Request available to the Specified Contractor via the Branger
The Specified Contractor will
have a period of 1 minute or other such period as determined from time to time
by the Principal from the time the Specified Booking Requests appears on the Branger
app to accept the Specified Booking Request.
If the Contractor accepts the Booking Request, they must make the delivery
as specified in the Booking Request
If the Specified Contractor does
not accept the Specified Booking Request within the time frame set out in
clause 3(c) then the Specified Booking request will immediately become a
standard Booking Request and be available for acceptance by other Contractors.
The contractor should only use
the vehicle as registered in the app for delivery.
Consignments and Incomplete Bookings
The Contractor acknowledges that
it is liable for any loss or damage caused to a Consignment whilst in the
possession or control of the Contractor.
Upon notification of any loss or
damage to a Consignment the Principal will conduct a reasonable investigation
to ascertain whether the loss or damage is the fault of the Contractor. The
Contractor must do all things reasonably necessary to assist in the Principals investigation.
If the Principal determines in
its sole discretion that the loss or damage referred to in clause 6(a) is the
fault of the Contractor, then the Principal shall be entitled to withhold any
Booking Fees payable to the Contractor up to and including the value of the
loss or damage. Nothing in this clause limits the liability of the Contractor
for the full loss or damage under clause 6(a).
If the amount withheld under
clause 6(c) is insufficient to rectify the loss or damage cause by the
Contractor, then the Contractor must pay an amount equal to the shortfall to
the Principal within 7 days of the Principal making its determination under
If the Contractor fails to pick
up a Consignment or does not attempt delivery of the Consignment, then the
Contractor shall not be paid the Booking Fee or part thereof.
If the Contactor fails to deliver
the Consignment to the correct location as described in the Booking Request,
then the Contractor must rectify the mistake by picking up the Consignment from
the incorrect location and delivering the Consignment to the correct location.
If the Contractor has an accident
that causes damage to a Consignment the Contractor acknowledges that clause
6(a) continues to apply and the Contractor will remain liable for any loss or
will provide their own equipment in the provision of the services under this
Consignment weighs more than 16kg the contractor must have the necessary
equipment to lift the order including but not limited to the equipment listed
in clause 7(f).
Contractor must use the vehicle that it registers on the Brang website/app.
acknowledges that it is expected to own, lease or otherwise have authorised
access to a registered motor vehicle or bicycle to be used in the performance
of this contract. The Principal will not under any circumstances provide any
mode of transport for the Contractor.
is responsible for any maintenance, up-keep and insurance of its vehicle(s) and
acknowledges that it shall not be reimbursed by the Principal for any expenses
or costs relating to the vehicle(s).
Contactor must ensure that they have the appropriate equipment for the delivery
of the Consignment including but not limited to:
containers for perishable goods;
end of each calendar week the Principal will calculate the Booking Fees payable
(if any) to the Contractor up to but not including that day. Payment will be
made on that day by direct deposit into the Contractor’s nominated bank
will only be entitled to the Booking Fee applicable to each delivery.
Contractor acknowledges that all Booking Fees are inclusive of GST and that the
Contractor must remit the GST amount to the Australian Taxation Office.
must provide the services at its own cost and, unless specified in the
Schedule, will not be reimbursed for any out of pocket expenses.
The Contractor acknowledges and agrees that Principal
shall have no obligation or liability to pay the Contractor for any Services
performed that are not in accordance with this Agreement. The Contractor
acknowledges that failure to comply with the terms of this Agreement may cause
delays in payment at no fault of Principal.
obligations, insurances and registrations
will comply with their statutory obligations in respect of the services,
including but not limited to compliance with:
Any applicable industrial awards and agreements;
Minimum terms and conditions of employment including
those in respect of long service leave, annual leave, parental leave and sick
Applicable industrial relations and
anti-discrimination legislation; and
Occupational health and safety and workers
to the date of this agreement the Contractor must obtain, and thereafter must
maintain during the period of this agreement, current policies of insurance including
those specified in schedule, in respect of the services, against:
risks in relation to persons and property including public liability insurance;
compensation claims; and
by the Contractor or an employee of the Contractor.
The Contractor acknowledges they are solely
responsible for all remuneration, expenses, taxes, leave entitlements,
superannuation, workers compensation and other insurances in respect of them or
will obtain and maintain until the termination of this agreement any licences
or registrations required for the Contractor or their employees to perform the
(e) The Contractor indemnifies
the Principal from and against all actions, costs, charges, claims and demands
in respect of any breach of clauses 9(a)-(d).
will be responsible for and indemnify the Principal against liability for all
loss, damage or injury to any person or property caused by the Contractor in
the course of providing the services.
amount of any claims, damages, interest, costs and expenses including without
limitation all related legal costs incurred by the Principal which may be paid,
suffered or incurred by the Principal in respect of such loss, damage or injury
must be made good at the Contractor’s expense and may be deducted from any
moneys due or becoming due to the Contractor.
shall not at any time or for any reason, whether during the term of this
agreement or after its termination, divulge any confidential information to any
third party and the Contractor hereby indemnifies the Principal and any related
entity against any loss or damage they may suffer as a result of the breach of
The Contractor shall cause any person assisting
them to sign an acknowledgement of their obligations to observe the
confidentiality to the same extent as the Contractor.
Confidential Information includes, but is not
limited to, any information that is:
(a) marked as confidential; or
(b) received or developed by the Contractor during the Term, which
relates to processes, equipment and techniques used by the Principal in the
course of the Principal’s business, including but not limited to all
information, data, drawings, specifications, documentation, source or object
code, designs, construction, workings, functions, features and performance
notes, techniques, concepts not reduced to material form, agreements with third
parties, schematics and proposals and intentions, technical data and marketing
information such as customer lists, financial information and business plans,
but does not include information which:
(a) is generally available in the public domain otherwise than as a
result of a breach of this agreement by the Contractor;
(b) was known by the Contractor prior to the Principal disclosing the
information to the Contractor; or
(c) the Contractor is required by law to disclose.
irrevocably appoints the Principal to be their attorney to do all things and
sign all documents that may be necessary to vest such intellectual property in
Termination by notice
Either party may terminate this agreement
by one week’s written notice to the other.
may immediately terminate this agreement if the Contractor:
Commits any serious or persistent breach of this
agreement which is in the reasonable opinion of the Principal incapable of
to remedy, to the Principal’s reasonable satisfaction, a breach of any
provision of this agreement within one weeks of receiving a notice from the Principal
identifying the breach and requiring the breach to be remedied; or
Becomes bankrupt or goes into liquidation or makes
any assignment arrangement or composition with creditors of the Contractor on
the happening of the event; or
Is subject to a finding of guilt for a criminal or
civil offence, other than an offence which, in the reasonable opinion only of
the Principal, does not affect the Contractor’s ability to perform their
nominated employee of the Contractor, in the performance of services, commits
any act of misconduct, fraud or dishonesty; or
Or a nominated employee of the Contractor for
delivery of the services becomes of unsound mind.
The Contractor may immediately terminate this
agreement by giving written notice to the Principal if the Principal:
Commits any serious or persistent breach of this
agreement, which is in the reasonable opinion of the Contractor incapable of
Commits any serious or persistent breach of this
agreement which the Principal fails to remedy for one week after the Principal
receives written notice from the Contractor of that breach; or
Is placed under some form of official management or
termination of this agreement, and after receipt of an appropriate invoice from
the Contractor, the Principal will pay to the Contractor the amount of any fee
owing pursuant to this agreement, up to and including the date of termination.
termination of this agreement will not prejudice any rights or remedies already
accrued to any party under, or in respect of any breach of, this agreement.
up on termination
Upon termination of this agreement, the Contractor
stop preforming the Services.
Immediately deliver to the Principal any hardware,
software, plant or equipment owned by the Principal in the possession of the Contractor
together with all documents, plans, lists, inventions, and intellectual
property arising out of the services undertaken by the Contractor or any other
person working for the Contractor for the Principal; and
Disclaim any association with the business of the Principal.
The Contractor agrees that for a period of 12 months
it will not directly or indirectly endeavour to entice away from the Principal
or any of their related entities any person or organisation who is a client,
employee, customer or Contractor of the Principal or any of its related
If a dispute arises out of or relates to this
agreement, including any dispute as to breach or termination of the agreement
or as to any claim in tort, in equity or pursuant to any statute, neither party
may commence any court or arbitration proceedings relating to the dispute
unless they have complied with this clause except where they seek urgent
specifying the nature of the dispute
The party to this agreement claiming that a dispute
has arisen under or in relation to this agreement must give written notice to
the other party to this agreement specifying the nature of the dispute.
On receipt of the notice referred to in this clause
by that party, both parties must endeavour to resolve the dispute expeditiously
using informal dispute resolution techniques such as mediation, expert
evaluation, determination or similar techniques agreed by them.
If the Contractor and the Principal do not agree
within 7 days of receipt of the notice, or such further period as agreed in
writing by them, as to:
The dispute resolution technique and procedures to
The timetable for all steps in those procedures;
The selection and compensation of the independent
person required for such technique,
then they must mediate the dispute in accordance
with the mediation rules of the Australian Disputes
The Australian Dispute Centre will select the
mediator and determine the mediator’s remuneration.
The mediation will take place in the State of
If the mediation referred to above is not completed
within four weeks of reference to a mediator, then either party may commence
any court or arbitration proceedings relating to the dispute as they see fit.
(e) Associated costs
The costs of the mediation will be borne equally by
of the parties
The parties acknowledge
that this agreement is intended as an agreement for the provision of
services and creates the relationship of Principal and Contractor and not any
other relationship and, in particular, not the relationship of employer and
employee, Principal and agent or the relationship of partnership.
The Contractor including any employees or delegates
consent to the Principal performing probity checks including but not limited
Front & Back of Valid
driver's license (excluding push bike)
Vehicle Registration Number
(excluding push bike)
Public Liability &
insurance certificate (excluding push bike)
One utility bill for
One Photograph holding your
driver’s license (front side only)
Only photograph required
for contractors with push bike
Police Background Check
VIVO (for temporary and
If the Principal is not satisfied with the outcome
of any of the above probity checks, the Principal may immediately terminate
20. Privacy and client information
The Contractor including
any employees or delegates must:
(a) Comply with all
relevant privacy legislation including but not limited to The Privacy Act 1988 (Cth) and the European
Union General Data Protection Regulation.
Comply with any privacy policies adopted by the Principal’s clients;
Only use information provided by the Principal or Principal’s clients for the
purposes of performing the services;
Not transfer any information provided by the Principal or Principal’s clients
outside of Australia without the written consent of the Principal;
Not disclose any information provided by the Principal or Principal’s clients
to any third party without the Principal’s written consent;
Notify the Principal of any suspected breach of any of this clause as soon as
is reasonably practicable;
Cooperate with any investigation by the Principal in relation to any suspected
breach of this clause;
Delete or return any information provided by the Principal or Principal’s
clients as soon as is reasonably practicable after being requested to do so by