XpressThat Terms and Conditions

Welcome to XpressThat! We connect you to shipping and courier services through our web-based platform (Platform), as set out in more detail on our Platform.

In these Terms, when we say you or your, we mean you as an individual if you are accepting these Terms for yourself. If you are accepting these Terms on behalf of an entity (such as your employer) and you are authorised to do so, then you or your means that entity. When we say we, us, or our, we mean XpressThat Pty Ltd (ACN 694 629 117).

These terms and conditions (Terms) form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use the Platform unless you agree to these Terms.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

If you have any questions, contact us at: contact@xpressthat.com

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

• our privacy policy (on the Platform) which sets out how we will handle your personal information;

• clause 1.3 (Variations) which sets out how we may amend these Terms; and

• clause 10 (Liability) which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link in the Platform, or for featuring certain goods, services or couriers on the Platform.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1. Engagement and Term

• These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

• Subject to your compliance with these Terms, we will provide you with access to the Platform.

• We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Platform.
  

2. Account

• You must sign up for an Account in order to access and use the Platform.

• While you have an Account with us, you agree to:

  • keep your information up-to-date (and ensure it remains true, accurate and complete);

  • keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and

  • notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

• If you close your Account, you will lose access to the Platform.
  

3. Platform Summary

• The Platform facilitates connections between Carriers and you for the purposes of comparing and booking delivery services for shipments (Shipments).

• Carriers display their delivery services and pricing on the Platform and you can browse and interact with Carriers through our Platform. Carriers are responsible for the content they share, the availability and accuracy of their information displayed on the Platform.

• You may book services with a Carrier and a binding contract between Carriers and you is formed when:

  • you accept a delivery service by making payment through our Platform and reviewing and accepting the relevant Carrier’s terms and conditions; and

  • Carriers confirm acceptance of the order.

• You acknowledge and agree that:

  • we are not a party to the contract between you and the Carrier for the delivery service in relation to Shipments;

  • we are not responsible for the Carrier's performance of the delivery service; and

  • you agree to comply with the Carrier’s terms and conditions for the delivery service.

• The cancellation and refund of any amounts paid in respect of a Shipment is strictly a matter between Carriers and you. The Carrier’s terms and conditions will set out cancellation and refund rights (if any). We do not resolve or manage disputes or inquiries between you and a Carrier.
  

4. Payment

• Payment methods available to book Shipments through the Platform include:

  • Wallet: you may pre-load funds into your Wallet and use those funds to pay for Shipments. If your Wallet has insufficient funds for a transaction, you must top up your wallet before the transaction can be processed; and

  • Credit or debit card: you may link your credit or debit card directly to your Account for payment of Shipments. If you choose to pay using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

• You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Platform by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

• You may withdraw funds in your Wallet at any time via your Account settings. We will process withdrawal requests within 14 Business Days of receipt.

• You are responsible for paying any levies or taxes associated with your use of the Platform, for example, sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf).
  

5. Licence

1. During the Term, we grant you and your Authorised Users a right to use our Platform in accordance with these Terms. This right cannot be passed on or transferred to any other person.

2. You must not (and you must ensure that your Authorised Users do not):

1. access or use the Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;

2. interfere with or interrupt the supply of the Platform, or any other person’s access to or use of the Platform;

3. introduce any viruses or other malicious software code into the Platform ;

4. use any unauthorised or modified version of the Platform, including but not limited to for the purpose of building similar or competitive software or for the purpose of obtaining unauthorised access to the Platform ;

5. attempt to access any data or log into any server or account that you are not expressly authorised to access;

6. use the Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing;

7. circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party; or

8. access or use the Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

6. Availability, Disruption and Downtime

1. While we strive to always make the Platform available to you, we do not make any promises that these will be available 100% of the time. The Platform may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

2. The Platform may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

3. We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Platform.

7. Intellectual Property and Data

1. We own all intellectual property rights in the Platform. This includes how the Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on the Platform.

2. We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

3. We do not own any of Your Data, but when you enter or upload any of Your Data into the Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data for the duration of your use of the Platform (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

1. supply the Platform to you and your Authorised Users (for example, to enable you and your Authorised Users to access and use the Platform), and otherwise perform our obligations under these Terms;

2. diagnose problems with the Platform;

3. improve, develop and protect the Platform;

4. send you information we think may be of interest to you based on your marketing preferences;

5. perform analytics for the purpose of remedying bugs or issues with the Platform; or

6. perform our obligations under these Terms (as reasonably required).

4. You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks.

5. You are responsible for (meaning we are not liable for):

1. the integrity of Your Data on your systems, networks or any device controlled by you or your Authorised Users; and

2. backing up Your Data.

6. When you use the Platform, we may create anonymised statistical data from Your Data and usage of the Platform (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve the Platform, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

7. If you do not provide Your Data to us, it may impact your ability to receive the Platform.

8. This clause 7 will survive the termination or expiry of these Terms.

8. Confidential Information and Personal Information

1. While using the Platform, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any Authorised Users, employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

2. However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

3. We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws.

4. You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

5. We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

6. Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

7. This clause 8 will survive the termination or expiry of these Terms.

9. Consumer Law Rights

1. In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

2. If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

3. This clause 9 will survive the termination or expiry of these Terms.

10. Liability

1. To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with:

1. your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

2. any use of the Platform by a person or entity other than you or your Authorised Users.

2. Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law:

1. neither we or you are liable for any Consequential Loss;

2. 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 actions (or inactions) of the other party, including any failure by the other party to mitigate its loss; and

3. our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to the amount of any fees paid by you to us in respect of use of our Platform is limited to AU$1000.

3. This clause 10 will survive the termination or expiry of these Terms.

11. Suspension and Termination

Suspension

1. We may suspend your access to the Platform where we reasonably believe there has been any unauthorised access to or use of the Platform (such as the unauthorised sharing of login details for the Platform If we suspend your access to the Platform, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate these Terms and your access to the Platform will end.

Termination

2. We may terminate these Terms (meaning you will lose access to the Platform) if:

1. you fail to pay your fees when they are due;

2. you or your Authorised Users breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

3. you or your Authorised Users breach these Terms and that breach cannot be remedied; or

4. we decide to discontinue the Platform, in which case we will provide you with at least 90 days’ written notice; or

5. you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

3. You may terminate these Terms if:

1. we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

2. we breach these Terms and that breach cannot be remedied.

4. You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 12.8), and termination will take effect immediately.

5. Upon termination of these Terms, we will retain Your Data (including copies) as required by law or regulatory requirements.

6. Termination of these Terms will not affect any other rights or liabilities that we or you may have.

7. This clause 11 will survive the termination or expiry of these Terms.

12. General

1. Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

2. Disputes: Neither we or you may 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) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction.

If the Dispute is not resolved at that initial meeting:

1. where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

2. where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Melbourne, Victoria, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

3. Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including providing access to the Platform), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

4. Governing law: These Terms are governed by the laws of Victoria, and any matter relating to these Terms is to be determined exclusively by the courts in Victoria and any courts entitled to hear appeals from those courts.

5. Illegal Requests: We reserve the right to refuse any request for or in relation to the Platform that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

6. Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

7. Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

8. Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

9. Professional Services Disclaimer: The access to and use of the Platform does not constitute, and is not a substitute for, financial, legal or risk management advice.

10. Publicity: You agree that we may, with your written consent, advertise or publicise the fact you are a customer of ours, for example on the Platform or in our promotional material, and you grant us a right to display and use your logo and branding solely for that purpose.

13. Definitions

1. In these Terms:

Account means an account accessible to the individual or entity who signed up to the Platform, under which Authorised Users may be granted with access.

Authorised User means a user that you have invited to use the Platform through your Account.

Business Day means a day that is not a Saturday, Sunday or public holiday in Victoria, Australia.

Carrier means third-party courier providers including but not limited to Australia Post, TNT Express, Aramex Australia and Team Global Express.

Consequential Loss includes any consequential loss, special or 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. However, your obligation to pay us any amounts for access to or use of the Platform (including the Platform) will not constitute “Consequential Loss”.

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 us or you or otherwise.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Wallet means the payment facility available through the Platform which allows you to pre-authorise funds for the purpose of paying for Shipments. When you deposit funds into your Wallet, those funds are held on trust for you by us (or our nominated payment processor) solely for the purpose of facilitating payment for Shipments through the Platform. Your Wallet is not a bank account, does not earn interest, and funds held in your Wallet are not deposits or financial products.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you and your Authorised Users when receiving the Platform or stored by or generated by your use of the Platform, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with the Platform. Your Data does not include any data or information that is generated as a result of your usage of the Platform that is a back-end or internal output or an output otherwise generally not available to users of the Platform.