Last updated June 2022
Our complete terms and conditions are contained below, but here are some important points to know, before you start using the Platform and Marketplace:
Note: Nothing in these Terms limit the rights you may have under the Australian Consumer Law.
1.1. Shipz - Verifai Pty Ltd (ABN 97 620 284 479) - (we, us or our) owns or licenses this Platform, known as Shipz, (including any software as a service or Marketplace solution and any software, instructions in hard copy or electronic form and any update, modification or release of any part of the preceding), accessible at https://app.shipz.com/ or through other addresses and channels (Platform).
1.2. These terms and conditions, including the Marketplace Terms, to the extent they apply, (Terms) are between us and you, together the Parties and each a Party.
1.3. Subject to clause 1.4, where you are invited by an account holder (Account Holder) to access the Platform, we will create a user account for you as an end user (User Account), these Terms set out the terms and conditions upon which we agree to grant you, as an end user, a right to use the Platform, and provide any other services to you as set out in these Terms. This will be subject to the terms of your Account Holder’s agreement with us and any privileges and permissions they grant to you.
1.4. Other than where clause 1.3 applies, in order to access the Platform, you will need to create a User Account. These Terms set out the terms and conditions upon which we agree to grant you a right to use the Platform, and provide any other services to you as set out in these Terms.
1.5. You accept these Terms by creating a User Account and/or using the Platform.
1.6. These Terms will commence on the date on which you accept these Terms and will continue until the date these Terms are terminated in accordance with the termination clause below (Term).
1.7. If you are using the Platform as an Account Holder, in addition to these Terms, the Account Holder agreement will govern your access and use of the Platform. To the extent of any ambiguity or inconsistency, the Account Holder agreement will take precedence over these Terms.
1.8. By accepting these Terms, you are agreeing to these Terms on behalf of a company, your employer, an organisation, government or other legal entity (Entity), then “you” means the Entity and you are binding that Entity to these Terms. If you are accepting these Terms on behalf of an Entity, you as an individual represent and warrant that you are authorised by the Entity to do so.
2.1. In consideration of the payment of the fees in respect of the Platform by the Account Holder, if applicable, and for your compliance with these Terms, we grant you a non-exclusive, non-transferable, non-sublicensable (except with our express written permission), personal and revocable licence to access and use the Platform for the Term in accordance with any Authorised User limits, for your business purposes (Licence).
3.1. An Account Holder may invite you via an email invite containing a link (generated by the Platform) to use the Platform. You will be required to choose a username and password for your User Account. You will have access to the Platform as determined by the Account Holder. To the extent the Marketplace Terms apply, you may be required to specify that your User Account is a (service provider) ‘Seller’ account.
3.2. You must provide basic information when registering for a User Account including contact details and a valid email address and you must choose a username and password. If you are intending to use the Marketplace, you will be asked to enter details into a Know Your Customer (KYC) process before being able to use all of the features of your account, and in particular, before you can accept a Booking Request.
3.3. If you are intending to use the Marketplace and your User Account will be a Seller account, we may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, quality of services and threshold of reviews.
3.4. You must ensure that any information you provide to us, or we request from you, for your User Account, is complete and accurate and you are authorised to provide this information to us.
3.5. You are the User Account owner and regardless of any change in any contact details, you will remain responsible for your User Account, as set out in these Terms. If you wish to change the User Account owner, you must provide us with a written request to transfer the ownership of the User Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the User Account, in a form acceptable to us.
3.6. It is your responsibility to keep your User Account details confidential. You are responsible for all activity on your User Account, including activity by Authorised Users and for ensuring that any activities on your User Account comply with these Terms.
3.7. We are not responsible for the management or administration of your User Account or your Authorised Users.
4.1. You must not (and must ensure your Authorised Users do not) access or use the Platform except as permitted by the Licence and you must not (and must not permit any other person to) use the Platform in any way which is in breach of any applicable Laws or which infringes any person’s rights, including Intellectual Property Rights, including to:
(a) use the Platform to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
(b) use the Platform in any way that damages, interferes with or interrupts the supply of the Platform;
(c) introduce malicious programs into our hardware and software or Systems, including spam, viruses, ransomware, malware, trojan horses and e-mail bombs;
(d) reveal or allow others access to your User Account’s password or authentication details or allow others to use your User Account or authentication details (other than Authorised Users);
(e) carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, ping floods, packet spoofing, (dedicated) denial of service or forged routing information for malicious purposes;
(f) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Platform;
(g) if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Platform in breach of any person’s privacy (such as by way of identity theft or phishing), or
(h) circumvent user authentication or security of any of our Platform, networks, accounts or hosts or those of our other users.
5.1. You agree that the Licence only permits you and your Authorised Users to access and use the Platform.
5.2. You warrant and agree that you will:
(a) ensure your Authorised Users are aware of and fully comply with these Terms, and you are solely responsible for the acts or omissions of your Authorised Users in relation to their use of the Platform; and
(b) only grant access to the Platform to Authorised Users on a strictly need to use basis and to not grant access to the Platform to any third party.
6.1. You agree that the provision of the Platform may be contingent on, or impacted by, Third Party Inputs.
6.2. You agree that the Platform may include Third Party Inputs that may interface, or interoperate with, the Platform, including third party software or services.
6.3. To the extent that you choose to use such Third Party Inputs, and to the extent to which charges may apply, you are responsible for:
(a) the purchase of;
(b) the requirements; and
(c) the licensing obligations,
related to the applicable Third Party Input, including third party software and services.
6.4. You agree that the benefit of the Third Party Input’s interface, or interoperation with, the Platform, is subject to your compliance with clause 6.3.
7.1. You are responsible for the collection, use, storage and otherwise dealing with Personal Information related to your business and all matters relating to the User Data.
7.2. You must, and must ensure that your Personnel and Authorised Users, comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any privacy or anti-spam Laws applicable to you in respect of all Personal Information collected, used, stored or otherwise dealt with under or in connection with these Terms.
7.4. We may contact you via the Platform, using in-Account notifications or via off-Platform communication channels, such as text messages or email with functional notifications.
7.5. We may also send marketing and promotional material which may be of interest to you, using your contact details. You may opt out of receiving direct marketing messages at any time. Where you opt-out we will continue to send you functional communications relevant to your use of the Platform.
8.1. To the extent the notifiable data breaches scheme under Part IIIC of the Privacy Act 1988 (Cth) (Notifiable Data Breaches Scheme) applies to us, if we become aware of a User Data incident (User Data Incident) we will:
(a) retain system logs and other information that may be relevant to the User Data Incident, or to assessing the cause or impact of the User Data Incident; and
(b) within 30 days, prepare an assessment to determine whether there are reasonable grounds to believe that a User Data Incident has occurred.
8.2. Where you suspect that a User Data Incident has occurred, we will, within 30 days of receiving notice from you that you suspect that a User Data Incident has occurred, prepare an assessment to determine whether there are reasonable grounds to believe that a User Data Incident has occurred, and the costs of such assessment must be paid by you.
8.3. If, as a result of our assessments as set out in clauses 8.1(b) or 8.2, we believe a User Data Incident has occurred that we consider to be notifiable under the Notifiable Data Breaches Scheme, we will notify you of the User Data Incident by telephone or email and provide notice to the Office of the Australian Information Commissioner of such User Data Incident in accordance with the Notifiable Data Breaches Scheme and we will be the sole Party to notify the individuals who are likely to be at risk of serious harm arising from the User Data Incident. Alternatively, where we do not have the contact details of affected individuals, we will provide you with a statement to provide to affected individuals.
9.1. Each Receiving Party agrees:
(a) not to disclose the Confidential Information of the Disclosing Party to any third party;
(b) to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
(c) to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.
9.2. The obligations in clause 9.1 do not apply to Confidential Information that:
(a) is required to be disclosed in order for the Parties to comply with their obligations under these Terms;
(b) is authorised to be disclosed by the Disclosing Party;
(c) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms; or
(d) must be disclosed by Law or by a regulatory authority, including under subpoena.
9.3. Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 9. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 9.
9.4. This clause 9 will survive the termination of these Terms.
10.1. You agree that all Intellectual Property Rights:
(a) in the Platform;
(b) in the Intellectual Property developed, adapted, modified or created by us, or our Personnel (including in connection with these Terms, the Platform, and any machine learning algorithms output from the Platform); and
will at all times vest, or remain vested, in us (or, if applicable, our third party service providers). To the extent that ownership of the Intellectual Property Rights do not automatically vest in us, you agree to do all acts necessary or desirable to assure our title to such rights.
10.2. You agree that we may use Feedback in any manner which we see fit (including to develop new features) and no benefit will be due to you as a result of any use by us of any Feedback.
10.3. You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Your Materials, solely for the purposes for which they were developed and for the performance of our obligations under these Terms, as contemplated by these Terms.
10.4. You must not whether directly or indirectly, without our prior written consent:
(a) copy or use, in whole or in part, any of our Intellectual Property;
(b) reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any of our Intellectual Property to any third party;
(c) reverse assemble, reverse engineer, reverse compile or enhance the Platform;
(d) attempt to discover the source code or object code or underlying structures, ideas, know-how or algorithms, the data or documentation, in relation to the Platform;
(e) breach any Intellectual Property Rights connected with the Platform, including altering or modifying any of our Intellectual Property;
(f) cause any of our Intellectual Property to be framed or embedded in another website; or create derivative works from any of our Intellectual Property;
(g) resell, assign, lease, hire, sub-license, transfer, distribute or make available the Platform to third parties;
(h) “frame”, “mirror” or serve any of the Platform on any web server or other computer server over the Internet or any other network; and
(i) alter, remove or tamper with any trademarks, any patent or copyright notices, any confidentiality legend or notice, any numbers or any other means of identification used on or in relation to the Platform.
10.5 This clause 10 will survive the termination or expiry of these Terms.
11.1. Despite anything to the contrary, we may monitor, analyse and compile statistical and performance information based on and/or related to your use of the Platform, in an aggregated and anonymised format (Analytics). You agree that we may make such Analytics publicly available, provided that it:
(a) does not contain identifying information; and
(b) is not compiled using a sample size small enough to make the underlying User Data identifiable.
11.2. We, and our licensors own all right, title and interest in and to the Analytics and all related software, technology, documentation and content used or provided in connection with the Analytics, including all Intellectual Property Rights in the foregoing.
12.1. You grant us a limited licence to copy, transmit, store and back-up or otherwise access the User Data during the Term and for a reasonable period after the Term to:
(a) supply the Platform (including for back-ups) to you (including to enable you and your Authorised Users to use the Platform);
(b) diagnose problems with the Platform;
(c) develop other services, provided we de-identify the User Data;
(d) enhance and otherwise modify the Platform, and
(e) as reasonably required, to perform our obligations under these Terms.
12.2. You must, at all times, ensure the integrity of the User Data and that your provision of, and use of the User Data is compliant with all Laws.
12.3. You represent and warrant that:
(a) you have obtained all necessary rights, releases and permissions to provide all your User Data to us and to grant the rights granted to us in these Terms;
(b) the User Data is accurate and complete;
(c) the User Data (and its transfer to and use by us as authorised by you) under these Terms does not violate any Laws (including those relating to export control and electronic communications) or rights of any third party, including any Intellectual Property Rights, rights of privacy, or rights of publicity; and
(d) any use, collection and disclosure authorised in these Terms is not inconsistent with the terms of any applicable privacy policies.
12.4. We assume no responsibility or Liability for the User Data. You are solely responsible for the User Data and the consequences of using, disclosing, storing or transmitting it. It is your responsibility to back up the User Data.
12.5. You acknowledge and agree that the operation of the Platform is reliant on the accuracy of the User Data, and the provision of inaccurate or incomplete User Data by you, your Personnel or your Authorised Users, or any data of the Account Holder or any other third party users, may affect the use, output and operation of the Platform, for which we assume no responsibility or Liability.
13.1. You warrant and agree that:
(a) there are no legal restrictions preventing you from entering into these Terms;
(b) you are not and have not been the subject of an Insolvency Event;
(c) you will cooperate with us and provide us with all assistance, resources, data, people, information, facilities, access and documentation that is reasonably necessary to enable us to provide the Platform and as otherwise requested by us, from time to time, and in a timely manner;
(d) all information and documentation that you provide to us in connection with these Terms is true, correct and complete and that we will rely on such information and documentation in order to provide the Platform;
(e) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Terms;
(f) the Platform is provided to you solely for your benefit and you will not (or you will not attempt to) disclose, or provide access to, the Platform to third parties (other than Authorised Users) without prior written consent;
(g) you will be responsible for the use of any part of the Platform, and you must ensure that no person uses any part of the Platform to break any Law or infringe any person’s rights (including Intellectual Property Rights) or in any way that damages, interferes with or interrupts the supply of the Platform;
(i) you have the authority to action on behalf of any person or entity for whom you are using the Platform and you are deemed to have agreed to these Terms on behalf of any entity for whom you use the Platform; and
(j) you have all the hardware, software and services which are necessary to access and use the Platform, including any required operating systems as set out on the Platform.
14.1. Certain legislation, including the ACL, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of our services which cannot be excluded, restricted or modified (Statutory Rights).
14.2. If the ACL applies to you as a consumer, nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our Liability for the provision of the Platform provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.
14.3. Subject to your Statutory Rights, we exclude all express and implied warranties, and all material, work and services (including the Platform) are provided to you without warranties of any kind, either express or implied, whether in statute, at Law or any other basis.
14.4. This clause 14 will survive termination or expiry of these Terms.
15.1. Except to the extent that a Liability was contributed to by our or any of our Personnel’s negligent acts or negligent omissions, you indemnify us and our Personnel against all Liability that we or any of our Personnel may sustain or incur as a result, whether directly or indirectly, of:
(a) your or your Personnel’s breach of clauses 4, 6, 7, 9, 10, 12 and 13; and
(b) your, or your Personnel’s negligent, unlawful or wilful acts or omissions in connection with these Terms.
16.1. Despite anything to the contrary (except for clause 15) and to the maximum extent permitted by law:
(a) we will not be liable for any Consequential Loss;
(b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including a failure to mitigate its loss; and
(c) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us paying you $100, except where the Marketplace Terms apply, in which case our aggregate liability for any Liability arising from or in connection with these Terms will be limited to us resupplying the Marketplace Services to you or, in our sole discretion, to $100.
16.2. This clause 16 will survive termination or expiry of these Terms.
17.1. Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, caused or contributed to by, arising from or connected with:
(a) loss, damage, theft or delay of any shipment, cargo, commodity, product or asset;
(b) loss of, or damage to, any property or any injury to or loss to any person;
(c) the Computing Environment;
(d) your, your Personnel’s or an Account Holder’s acts or omissions;
(e) any aspect of the interactions between a Buyer and a Seller, including the goods and/or services offered, the description of the goods and/or services requested or offered, any advice provided, the performance of services or supply and delivery of goods by any Marketplace participant;
(f) any use or application of the Platform by a person or entity other than you, or other than as reasonably contemplated by these Terms;
(g) any work, services, goods, materials or items which do not form part of the Platform (as expressed in these Terms), or which have not been provided by us;
(h) any Third Party Inputs;
(i) the Platform being unavailable, or any delay in us providing the Platform to you, for whatever reason;
(j) any inaccuracies in information available via the Platform that is obtained from publicly available sources, or any reliance by you on the Platform as the sole means of monitoring and tracking the movement of your shipments; and/or
(k) any event outside of our reasonable control.
17.2. You acknowledge and agree that:
(a) the information available via the Platform is general in nature and is obtained from publicly available sources. We provide no warranties or guarantees as to the accuracy of such information. You further acknowledge and agree that the Platform is intended to be a shipment management resource, including to assist you in managing, monitoring and tracking the movement of shipments, communicating and transferring documents in relation to shipments, but it is ultimately your responsibility to manage, monitor and track the movement of shipments by whatever means necessary;
(b) you are responsible for all users using the Platform, including any Authorised Users;
(c) you use the Platform and any associated programs and files at your own risk;
(d) the technical processing and transmission of the Platform, including User Data, may be transferred unencrypted and involves:
(1) transmissions over various networks; and
(2) changes to conform and adapt to technical requirements of connecting networks or devices;
(e) we may use third party service providers to integrate with the Platform or to host the Platform. If the providers of third party applications or services cease to make their services or programs available on reasonable terms, we may cease providing any affected features without Liability or entitling you to any refund, credit, or other compensation;
(f) the Platform may use third party products, facilities or services. We do not make any warranty or representation in respect of the third party products, facilities or services;
(g) we do not guarantee that any file or program available for download and/or execution from or via the Platform is free from viruses or other conditions which could damage or interfere with data, hardware or software with which it might be used;
(h) we are not responsible for the integrity or existence of any data on the Computing Environment, network or any device controlled by you, your Authorised Users or your Personnel, or an Account Holder; and
(i) we may pursue any available equitable or other remedy against you if you breach any provision of these Terms.
17.3 This clause 17 will survive termination or expiry of these Terms.
18.1. We may terminate these Terms at any time by giving 30 days’ notice in writing to you. You may terminate these Terms at any time via the “cancel User Account” (or similar) feature in your User Account.
18.2. If you have been invited to the Platform by an Account Holder, the Account Holder may terminate your access to your User Account or change your access privileges at any time at their discretion. If the Account Holder's account is suspended or terminated, we may also suspend your User Account, your accessor terminate your User Account.
18.3. If we have reason to believe you are misusing the Platform or are otherwise in breach of these Terms, we may suspend and/or terminate your User Account at any time, by providing you with notice, in which case we will immediately cease providing the Platform to you.
18.4. Upon expiry or termination of these Terms:
(a) we will immediately cease providing the Platform to you;
(b) we may cancel any existing Confirmed Bookings or Shipments being managed or tracked;
(c) where we terminate these Terms for any reason other than a termination for our convenience, you also agree to pay us our reasonable additional costs directly arising from such termination (including legal fees, debt collector fees and mercantile agent fees);
(d) we will be entitled to permanently delete all User Data within a reasonable period of time (as determined by us) from expiry or termination of these Terms; and
(e) immediately return (where possible) or delete or destroy (where not possible to return), any of our property (including any of our Confidential Information and Intellectual Property).
18.5. Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
18.6. This clause 18 will survive the termination or expiry of these Terms.
19.1. Access: The Platform may be accessed in Australia and overseas. We make no representation that the Platform complies with the Laws (including Intellectual Property Laws) of any country outside of Australia. If you access the Platform from outside Australia, you do so at your own risk and you are responsible for complying with the Laws in the place you access the Platform.
19.2. Amendment: We may update these Terms at any time. Where we update these Terms we will notify you via an in-Account notification or via email. If you do not agree with any amendment you may terminate these Terms in accordance with clause 18.1.
19.3. Assignment: A Party must not assign or deal with the whole or any of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
19.4. Dispute (Australia): This clause 19.4 applies if both Parties are located in Australia. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.
19.5. Disputes (Overseas): This clause 19.5applies if one or both of the Parties are located outside of Australia. A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith)to resolve the Dispute. If the relevant Parties are unable to resolve the Dispute or agree on an alternate method to resolve the Dispute, the Dispute maybe referred by either Party (by notice in writing to the other Party) to arbitration in accordance with the Australian Centre for International Commercial Arbitration (ACICA) rules. Once a Dispute has been referred to the ACICA, the Parties agree to be bound by the decision of the ACICA. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be one.
19.6. Email: You agree that we are able to send electronic mail to you and receive electronic mail from you. You release us from any Liability you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
19.7. Entire agreement: These Terms contain the entire understanding between the Parties, and supersede all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.
19.8. Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control (including but not limited to epidemics, pandemics, and Government sanctioned restrictions and orders, whether known or unknown at the time of entering into these Terms (Force Majeure Event).
19.9. Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to these Terms and their obligations under it.
19.10. Governing law: These Terms are governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
19.11. Notices: Any notice given under these Terms must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of3 Business Days in the case of post, or at the time of transmission in the case of transmission by email.
19.12. Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.
19.13. Severance: If a provision of these Terms is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from these Terms without affecting the validity or enforceability of the remainder of that provision or the other provisions.
In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in these Terms, and:
ACL or Australian Consumer Law means the Australian consumer laws set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth), as amended, from time to time;
Authorised User, if applicable, means a member of your Personnel who uses the Platform;
Business Day means a day on which banks are open for general bank business in New South Wales, excluding Saturdays, Sundays and public holidays;
Buyer means a Buyer (usually a shipper or beneficial cargo owner – BCO) of freight-forwarding services or other goods or services being offered via the Platform and Marketplace;
Buyer Listing means all of the information supplied by a Buyer in order to receive quotes for bookings and other related services. This information must be accurate and up-to-date, and include all paperwork, data, comments or notes that may be required by a Seller in to provide a quote or complete a service request;
Computing Environment means your computing environment including all hardware, software, information technology and telecommunications services and Systems;
Confidential Information includes information which:
(a) is disclosed to the Receiving Party in connection with these Terms at any time;
(b) is prepared or produced under or in connection with these Terms at any time;
(c) relates to the Disclosing Party’s business, assets or affairs; or
(d) relates to the subject matter of, the terms of and/or any transactions contemplated by these Terms,
whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information;
Confirmed Booking means a booking request that has been processed by a Seller, and then confirmed by the Buyer as the most agreeable offer available. A Confirmed Booking also triggers the payment of Platform Service Fees and/or other commissions;
Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that any other amounts due and payable by you to us under these Terms will not constitute “Consequential Loss” for the purposes of this definition;
Disclosing Party means the party disclosing Confidential Information to the Receiving Party;
Feedback means any idea, suggestion, recommendation or request by you or any of your Personnel or Authorised Users, your customers, whether made verbally, in writing, directly or indirectly, in connection with the Platform;
Insolvency Event means any of the following events or any analogous event:
(a) a Party disposes of the whole or any part of the Party’s assets, operations or business other than in the ordinary course of business;
(b) a Party ceases, or threatens to cease, carrying on business;
(c) a Party is unable to pay the Party’s debts as the debts fall due;
(d) any step is taken by a mortgagee to take possession or dispose of the whole or any part of the Party’s assets, operations or business;
(e) any step is taken for a party to enter into any arrangement or compromise with, or assignment for the benefit of, a Party’s creditors or any class of a Party’s creditors; or
(f) any step is taken to appoint an administrator, receiver, receiver and manager, trustee, provisional liquidator or liquidator of the whole or any part of a Party’s assets, operations or business;
Intellectual Property means any copyright, registered and unregistered trade marks, designs (whether or not registered or registrable), domain names, know-how, inventions, processes, trade secrets or Confidential Information; or circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing;
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property;
Laws means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any person with the authority to bind the relevant Party in connection with these Terms or the provision of the Platform, and includes the Privacy Act1988 (Cth) and the Spam Act 2003 (Cth);
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise;
Licence is defined in clause 2.1;
Listing Fees means all of the fees and charges associated with the booking and handling of a shipment, cargo or other requested service;
Marketplace means the Marketplace available via the Platform where Sellers can interact and transact with Buyers;
Marketplace Services means services provided by us to you in accordance with the Marketplace Terms;
Marketplace Terms means the terms attached to these Terms governing the Marketplace;
Personal Information is defined in the Privacy Act 1988 (Cth) and also includes any similar term as defined in any other privacy law applicable to you;
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, and in respect of you includes your Authorised Users;
Platform means the application, software, Marketplace and other goods or services offered on our Website;
Receiving Party means the party receiving Confidential Information from the Disclosing Party;
Seller means an account that has been set up by the provider of a service. A Service Provider is usually a freight-forwarder, third-party logistics provider (3PL), Non-Vessel Owning Common Carrier or similar;
Seller Listing means the response from a Seller to a booking or shipment handling request, including all of the information, documentation, fees, charges and other items required in order to identify the full service offering of a Seller and to complete requests from Buyers;
Service Fees means the Fees that we charge Platform participants for booking requests and the supply of goods and services. These Fees are listed on the Platform or on our Website;
System means all hardware, software, networks and other IT systems used by a Party from time to time, including a network;
Third Party Inputs means third parties or any goods and services provided by third parties, including customers, end users, suppliers, transportation or logistics providers or other subcontractors which the provision of the Platform may be contingent on, or impacted by;
User Account means an account accessible to you and/or your Authorised Users to use the Platform;
User Data means the information, materials, logos, documents, qualifications and other Intellectual Property or data inputted by you, your Personnel or Authorised Users into the Platform or stored by the Platform or generated by the Platform as a result of your use of the Platform;
Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned, licensed or developed by or on behalf of you or your Personnel before the Effective Date and/or developed by or on behalf of you or your Personnel independently of these Terms, and
Website means shipz.com, app.shipz.com or any other online location or domain, related to the software, platform, marketplace, goods and services offered by Shipz.
In these Terms, unless the context otherwise requires:
(a) a reference to these Terms or any other document includes the document, all schedules and all annexures as novated, amended, supplemented, varied or replaced from time to time;
(b) a reference to any legislation or law includes subordinate legislation or law and all amendments, consolidations, replacements or re-enactments from time to time;
(c) a reference to a natural person includes a body corporate, partnership, joint venture, association, government or statutory body or authority or other legal entity and vice versa;
(d) no clause will be interpreted to the disadvantage of a Party merely because that Party drafted the clause or would otherwise benefit from it;
(e) a reference to a party (including a Party) to a document includes that party’s executors, administrators, successors, permitted assigns and persons substituted by novation from time to time;
(f) a reference to a covenant, obligation or agreement of two or more persons binds or benefits them jointly and severally;
(g) a reference to time is to local time in New South Wales; and
(h) a reference to $ or dollars refers to the currency of Australia from time to time.
For any questions and notices, please contact us at:
Shipz - Verifai Pty Ltd (ABN 97 620 284 479)
Last updated: 16th June 2022
1.1. These terms and conditions (Marketplace Terms) are entered into between us and you, together the Parties and each a Party.
1.2. Capitalised terms in these Marketplace Terms not defined herein have the meanings given to them in the End User Licence Agreement.
1.3. The Platform contains a Marketplace where Sellers and Buyers connect, manage and complete transactions on shipments and other cargo, through the provision of freight forwarding, shipment management and other goods or services. You may be a Seller or a Buyer.
1.4. Buyers and Sellers can find each other on the marketplace, and advertise, buy and sell goods and/or services online. We provide thePlatform to users (including hosting and maintaining the Platform), and facilitate the interchange or information, and the processing of payments between Buyers and Sellers (together the Marketplace Services).
1.5. You understand and agree that we only make available the Marketplace Services. We are not party to any agreement entered into between a Buyer and a Seller and we have no control over the conduct of Sellers, Buyers or any other users of the Platform.
2.1. A Seller wanting to provide goods and/or services creates a User Account on the Platform and responds to Buyer requests with accurate and complete descriptions of the goods and/or services they can provide, including the fees for the goods and/or services (Listing Fees) and any other details e.g. relevant shipment information, specific terms and conditions that may apply, a booking expiry notification and other information such as their location, capacity and available ancillary services (Seller Listing).
2.2. A Buyer wanting to buy goods and/or services creates an Account on the Platform to manage their shipments, make bookings and view quotes and other Seller responses.
2.3. A Buyer may request goods and/or services from a Seller by sending a request through the Platform. The request is an offer from the Buyer to the Seller to buy or book the goods and/or services (commonly referred to as a Booking Request).
2.4. The Booking Request also contains an accurate and complete description of the goods and/or services they require through the Platform (Buyer Listing).
2.5. If a Seller desires to provide goods and/or services to a Buyer in accordance with a Buyer Listing, the Seller will make an offer through the Platform detailing the goods and/or services to be provided and the cost for the services, including any GST or other tax payable (Offer).
2.6. When a Buyer accepts an Offer through the Platform, it becomes a Confirmed Booking. By accepting a Booking Request or making an Offer, the Seller confirms that it is legally entitled to and capable of supplying the goods and/or services described in the Booking Request or the Offer.
2.7. Buyers and Sellers may enter into written agreements in relation to the goods and/or services. To the extent there is inconsistency between any additional terms and conditions and these Marketplace Terms, these Marketplace Terms will prevail.
2.8. Sellers must include all additional terms and conditions relating to their goods and/or services in the relevant Seller Listing or Buyer Listing or must clearly state that there are additional terms and conditions that may apply, prior to confirming a booking. By sending a Booking Request or accepting an Offer, a Buyer is accepting the additional terms and conditions of the relevant Seller.
3.1. Buyers and Sellers can communicate privately using our private messaging service. Buyers and Sellers must not communicate outside of the Platform until a Confirmed Booking has been made and the Service Fees or any other commission has been paid. Buyers and Sellers must not use supplied contact details to organise the provision of the goods and/or services off the Platform, or otherwise to attempt to circumvent the payment of the Service Fees / commission to us.
4.1. If we choose to conduct identity verification or background checks on any Buyer or Seller, to the extent permitted by law, we disclaim all warranties of any kind, either express or implied, that such checks will identify prior misconduct by a Buyer or Seller or guarantee that a Buyer or Seller will not engage in misconduct in the future. Any verification of Sellers on the Platform is not an endorsement or recommendation that the Seller is trustworthy or suitable. A Buyer should do its own due diligence before using a Seller’s services or buying goods from a Seller.
5.1. As a Buyer, you agree to pay (and your chosen payment method will be charged) to the Seller, the Listing Fees or other fees in the Seller’s Offer at the time when a Confirmed Booking is made, or in accordance with the payment terms negotiated with the Seller.
5.2. In consideration for providing the Platform, we will charge Services Fees (including any third-party payment processing fees) as set out on the Platform. Service Fees may include additional commissions. These fees will be calculated and paid to us as soon as a booking, or any other service offering has been confirmed.
5.3. The Listing Fees or fees in the Seller’s Offer - minus any Service Fees or commission that applies - will be deposited in the Seller’s nominated merchant account upon payment by the Buyer.
5.4. You must not pay, or attempt to pay, the Listing Fees, the fees in the Seller’s Offer, Service Fees or commission by fraudulent or unlawful means. If you make a payment by debit card or credit card, you warrant that you are authorised to use the debit card or credit card to make the payment.
5.5. After a booking has been confirmed, a Seller may grant access to the tracking part of the Platform, so as to allow the Buyer to track the shipment, and to correspond with the Seller and any other users of the Platform, in relation to the particular shipment in the Confirmed Booking. This access maybe revoked once the Confirmed Booking or any required final correspondence has been completed.
5.6. You agree that we may set-off or deduct from any monies payable to you under these Marketplace Terms, any amounts which are payable by you to us (whether under these Marketplace Terms or otherwise).
5.7. We do not store any credit card details, and all payment information is collected and securely stored through our third-party payment processor.
6.1. The cancellation, variation or refund of any goods and/or services ordered on this Platform is strictly a matter between the relevant Buyer and Seller. The terms and conditions agreed to between the Seller and the Buyer must be set out clearly in the relevant listings or specific terms and conditions that govern the shipment. Should the Seller and Buyer agree to a refund of the Listing Fees or other fees or charges in the Seller’s Offer, both the Seller and Buyer acknowledge and agree that to the maximum extent permitted by law, the Service Fee or any other commissions are not refundable.
6.2. For disputes between Buyers and Sellers, we encourage the Buyers and Sellers to attempt to resolve disputes (including claims for returns or refunds) with the other party directly and in good faith, either on the Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, the Parties may choose to resolve the dispute in any manner agreed between the Parties or otherwise in accordance with applicable laws.
6.3. This clause 6 will survive the termination or expiry of these Marketplace Terms.
7.1. Sellers may review their experience with the Buyer on the Platform, and Buyers may review with the Seller on the Platform, including the goods and/or services (each a Review).
7.2. Reviews can be viewed by any user and will remain viewable until the relevant Account or User Account is removed or terminated.
7.3. You agree to provide true, fair and accurate information in your Review. If we consider that the Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting the Review. We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Reviews.
7.4. You can write a Review about a Seller if you have had an experience with that Seller, which means that (1) you have engaged the Seller through the Platform; or (2) you can otherwise document your interaction with the Seller in relation to the Platform, including via correspondence (collectively referred to as a Buyer Experience).
7.5. You can write a Review about a Buyer if you have had an experience with that Buyer, which means that (1) you have been engaged by the Buyer through the Platform; or (2) you can otherwise document your interaction with the Buyer in relation to the Platform, including via correspondence (collectively referred to as a Seller Experience).
7.6. You may not write a review about a Seller you have previously owned, currently own, or which an immediate family member currently owns, or if you are an executive or employee of that Seller, or work for the Seller. Similarly, you may not write a Review about a direct competitor to the Seller that you own, are employed by or work for.
7.7. Your Buyer Experience or Seller Experience must have occurred in the 6 months prior to you writing a Review.
7.8. You may only write about your own Buyer Experience or Seller Experience. You are not permitted to write a Review about somebody else’s Buyer Experience or Seller Experience, such as that of a family member or friend.
7.9. You are encouraged to be specific and factual in your Reviews. If you have been offered an incentive by a Seller to write a Review, you should include information about this in your Review. Incentives include the Seller offering you a gift, reward, discount or advantage for writing a Review about the Seller on the Platform.
7.10. This clause 7 will survive the termination or expiry of these Marketplace Terms.
8.1. You may be permitted to post, upload, publish, submit or transmit relevant information and content including Reviews (User Content) on the Platform. We may run campaigns via the Platform and via social media that encourage you to post User Content on social media using specific hashtags (#) (Tag).
8.2. If you make any User Content available on or through the Platform, including on social media using a Tag, you grant to us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, license, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access, or otherwise exploit such User Content on, through or by means of the Platform and our social media platforms. You may request that any of your User Content is removed from the Platform or social media by sending us an email to the address at the end of these Marketplace Terms. We will endeavour to action any removal requests within a reasonable time.
8.3. You agree that you are solely responsible for all User Content that you make available on or through the Platform, including on social media using a Tag. You represent and warrant that:
(a) you are either the sole and exclusive owner of all User Content or you have all rights, licences, consents and releases that are necessary to grant to us the rights in such User Content (as contemplated by these Marketplace Terms); and
(b) neither the User Content nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of our Platform (including on social media) will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
8.4. We do not endorse or approve, and are not responsible for, any User Content. We may, at any time (at our sole discretion), remove any User Content.
8.5. This clause 8 will survive the termination or expiry of these Marketplace Terms.
You represent, warrant and agree that:
(a) you have not relied on any representations or warranties made by us in relation to the Platform (including as to whether the Platform is or will be fit or suitable for your particular purposes), unless expressly stipulated in these Marketplace Terms;
(b) where you are a Seller, you are responsible for complying with all laws, rules and regulations which apply to providing the goods and/or services in your Seller Listings; and
(c) where you are a Seller, you are appropriately qualified, and have any required skills, knowledge or training, to provide the goods and/or services.
For any questions and notices, please contact us at:
Shipz - Verifai Pty Ltd (ABN 97 620 284 479)
Last update: 16th June 2022