These Terms of Service (Terms) govern your access to and use of our services, including our software hosting and professional services (collectively, Services). By using the Services you agree to be bound by these Terms, which may be updated from time to time with reasonable notice.

1. Services

1.1 Shippit will provide the Services in accordance with these Terms and any applicable Statement of Work, Order Form, Software Services Rate Card and/or Partner Rate Services Rate Card made available by Shippit to the Customer or otherwise agreed between the parties from time to time. 

1.2 Shippit will perform the Services with all skill and diligence and in compliance with all applicable Laws.

1.3 Shippit makes no representation or warranty that:

(a) the Services will be defect or error free;

(b) Customer’s use of the Services will be uninterrupted;

(c) any Services will be fit for Customer’s purpose; or

(d) use of any Service will improve the financial performance or profitability of Customer or any other party. 

2. Term

2.1 These Terms commence on the Start Date and will remain in force without limit of period as long as Shippit provides the Services to the Customer unless:

(a) otherwise specified on any applicable Order Form or Statement of Work; or

(b) Customer is on a month-to-month no lock-in contract plan (self serve via the Shippit Website), in which case Customer can cancel the plan at any time and will only be charged for the remainder of the month in which Customer cancels the plan; or

(c) terminated earlier in accordance with these Terms. 

3. If under any Statement of Work or Order Form that is for a fixed term, Shippit continues to supply and Customer continues to receive Services beyond the expiry of the prescribed initial term, both parties must continue to comply with their obligations and, for so long as the parties make no objection, such Statement of Work and/or Order Form will be deemed to be extended for successive periods of 12 months. Services and Licence

3.1 Subject to payment of the relevant Fee, Shippit grants Customer a non-exclusive licence to:

(a) use, during the terms of this Agreement, the object code in the Software (other than the Hosted Software, which shall only be used by Shippit); and

(b) communicate with, via the API, the Hosted Software, for the purpose of obtaining the Services, in relation to the Customer’s own business only.

4. Customer Responsibilities

4.1 Customer must:

(a) hold all authorisations, permits and licences required to be held by Customer under applicable law to receive and utilise the Services; 

(b) comply with the requirements of all laws of any kind applying to Customer and the receipt and utilisation of the Services;

(c) not withhold any information in its possession which might adversely affect the supply of the Services; and

(d) not direct Shippit to do anything which may cause Shippit to breach any Laws. 

4.2 The Customer must ensure that no malicious or harmful code is transmitted to Shippit in connection with its use of the Services.

4.3 The Customer cannot use the Services in order to send Prohibited Items. Customer acknowledges that Prohibited Items could be subject to non-collection or return, in which case no refund of carriage will be given and return charges may be applicable. No claim for loss or damage can be made on a Prohibited Item and in addition, the Customer will be liable for any damages caused in transit to other shipments or property resulting from sending Prohibited Items. 

4.4 Customer acknowledges that a failure to declare any dangerous goods and/or Prohibited Items can lead to prosecution and that the responsibility for this rests solely on the Customer. 

4.5 Customer is responsible for checking that its contents can be shipped, including that the contents do not contain any Prohibited Items and/or dangerous goods.

5. Customer side integration

5.1 The Customer is responsible for integrating (and procuring that its 3PL Provider integrates) its e-commerce platform and other operations with Shippit’s Software and procedures.  Unless specifically agreed to in writing, Shippit is not required to perform any integration services other than provision of the API.

5.2 If the Customer or the 3PL Provider fail to perform sufficient integration to enable the Services to commence on the Go Live Date then Customer acknowledges that the Go Live Date may be postponed to a later date without affecting the relevant Start Date, and Shippit shall be entitled to receive from the Customer the monthly charges.

5.3 The Customer will use its reasonable endeavours to ensure that End Users agree to any content reasonably requested by Shippit, including terms and conditions, privacy notices, receipt instructions, links to Shippit websites and applications.

5.4 The Customer will ensure that its and its 3PL Provider’s systems provide all information required by Shippit’s Software in the manner contemplated by, and otherwise in conformance with, the API, and that such information is accurate and complete. 

5.5 The Customer will ensure that its and its 3PL Provider’s systems implement robust error handling and retry procedures in relation to communications via the API. 

5.6 Shippit shall not be liable for any costs, damage, losses, claims or other consequences to the extent caused or contributed to by any failure of the Customer or the 3PL Provider to do any of the following (regardless of whether or not another provision of this agreement imposes an absolute obligation to do those things or an obligation to use reasonable endeavours to do those things):

(a) prevent the transmission of harmful code;

(b) integrate as contemplated by clause 5.1;

(c) display the content contemplated by clause 5.3;

(d) provide the information contemplated by clause 5.4;

(e) implement robust error handling and retry procedures as contemplated by clause 6.6.

6. Carrier side integration

6.1 Shippit is currently capable of integrating with the Existing Carriers and can consider requests to integrate with additional Carriers at an additional cost.

6.2 The Customer must supply or ensure that the Carriers supply: 

(a) the rate cards and other parameters applicable to each relationship between the Customer and a Carrier, in a format reasonably requested by Shippit; and

(b) any changes to that information (in the same format) at least one Business Day before the change is to take effect.  

6.3 Shippit is not responsible for any error in the Services, extra expenses, delayed delivery or other damage, costs or expenses suffered as a result of such information being incorrect or not being updated (or formatted correctly).  

6.4 Shippit is not responsible for any error in the Services, extra expenses, delayed delivery, other damage, costs or expenses or other results suffered as a result of:

(a) any changes in a Carriers’ system disrupting Shippit’s integration with that Carrier; 

(b) any errors in a Carrier’s system or failure of a Carrier’s system to properly handle information submitted to it by Shippit in accordance with the integration measures agreed between Shippit and the Carrier; or

(c) any delays in a Carrier providing tracking information to Shippit. 

Such errors, expenses, delays, damage, costs, expenses and other results may include:

(a) tracking information being delayed or unavailable, and consequent delays or failures in providing that information to the Customer, 3PL Provider or End User;

(b) failure of the Carrier’s system to recognise the manifesting of a delivery even though delivery labels have been printed, and associated Carrier fees;

(c) failures to deliver and/or delays in delivery.  

7. Use of 3PL Providers

7.1 Customer must not use any 3PL Provider that has not been approved in writing by Shippit, such approval not to be unreasonably withheld. 

7.2 Where Customer uses any 3PL Provider:

(a) Customer must ensure 3PL Provider abides by this agreement in all respects as if 3PL Provider were itself the Customer;

(b) the provisions of this agreement relating to integration of the Customer with the Software apply equally to integration of the 3PL Provider with the Software;

(c) Customer must ensure any failures or errors in the provision of services by the 3PL Provider do not adversely affect the Software Services or Shippit. 

8. Fees and payment

8.1 Subject to clause 8.4, Customer must pay to Shippit the fees and any expenses (if applicable) set out in the relevant SOW or Order Form for providing the Services. Customer must make all payments to Shippit in accordance with the rates and charges set out in each Order Form or SOW and these Terms. 

8.2 During the Term, Shippit may, unless otherwise agreed in writing between the parties, vary any relevant Rate Cards on 7 calendar days’ written notice. 

8.3 Invoices are payable within seven (7) calendar days after the date of invoice, unless otherwise agreed. Customer acknowledges and agrees that Fees for some Services (such as hosted services) may be payable monthly in advance and that credit card fees may apply.

8.4 If any invoice is disputed in good faith by Customer, Customer must give written notice to Shippit of the dispute, which must include the reasons for the dispute (Dispute Notice), within 30 (thirty) calendar  days after the date of the invoice.  After this date, all invoices will be final. All paid invoices will also be treated as final. 

8.5 If Customer has issued a Dispute Notice by the due date for payment, Customer may withhold only those amounts that are directly related to disputed elements of the invoice. 

8.6 The parties will use reasonable endeavours to resolve any invoice dispute within thirty (30) days after a Dispute Notice is issued.  Any payment to be made following resolution is to be paid within seven (7) days after such resolution.

8.7 If the parties are unable to resolve the dispute within thirty (30) days, the dispute is to be resolved in accordance with the procedures set out in clause 22.

9. Late payment

9.1 If Customer fails to pay Shippit any amount payable for a Service when due, then:

(a) all money owing to Shippit by Customer becomes immediately payable; 

(b) Shippit may suspend the performance of the Service; 

(c) Customer must pay, in addition to the amount outstanding, interest at the rate equal to the cash rate target published by the Reserve Bank of Australia plus an additional 5% on the amount outstanding for each day during which the default continues; and

(d) Customer must pay all reasonable expenses incurred by Shippit in enforcing this clause, including, but not limited to, all expenses of any legal proceeding, and all reasonable attorneys’ fees incurred in connection with such action.

10. Fee indexation

10.1 In respect of each Order Form or SOW, on and from 1 July each year: 

(a) if there is an increase in the CPI over the twelve (12) month period ending 31 March of that year, the fees and hourly rates will be increased by an amount equivalent to the increase in the CPI over that twelve (12) month period; and

(b) if there is a decrease in the CPI over the twelve (12) month period ending 31 March of that year, the fees and hourly rates will stay the same.

11. Taxes

11.1 Customer must reimburse Shippit for all sales, use, transfer, privilege, excise or other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the transactions contemplated under these Terms, excluding income taxes on profits which may be levied against Shippit.

11.2 Without limiting clause 11.1, all consideration provided for any taxable supply under these Terms and each Order Form or SOW is exclusive of GST unless the contrary is clear.  The amount of that consideration must be increased by an additional amount equal to the GST on that taxable supply.  The party who has to pay the additional amount must pay it at the same time as the consideration in respect of that taxable supply becomes due or, if the supplier has to pay (or allow credit against) the relevant GST before then, the additional amount must be paid at that earlier time.

12. Intellectual Property

Shippit owns all rights in the Shippit IP, whether pre-existing or created during the provision of the Services. The licence granted to Customer in clause 3 of these Terms does not preclude Shippit from using, reproducing or creating derivative works based on the Shippit IP for other customers of Shippit. 

12.1 The Intellectual Property Rights in any improvements, additions or modifications to the Software made by the Customer, whether made with or without the authority of Shippit, are hereby assigned to Shippit.

12.2 Customer retains all Intellectual Property Rights held by Customer in any information, content and documentation provided by Customer to Shippit.  However, Customer irrevocably grants Shippit a royalty free licence to use, reproduce and create derivative works based on that information, content and documentation as needed to perform the Services.

12.3 Customer must not attempt to reverse engineer, disassemble, decompile or circumvent the Software or any part of the Software, and will ensure that its 3PL Provider and any other person who obtains exposure to the Software or the Services in connection with this agreement does not do so.

12.4 Customer agrees to notify Shippit promptly of any infringement, or suspected or threatened infringement, of the Shippit IP.

13. Confidential Information

13.1 The parties acknowledge that in the course of performing their responsibilities under these Terms, they each may be exposed to or acquire Confidential Information of the other party. The parties agree:

(a) to hold such information in strictest confidence; 

(b) not to copy, reproduce, sell, assign, license, market, transfer, give or otherwise disclose such information to third parties; 

(c) not to use such information for any purposes whatsoever, without the express written permission of the other party, other than for the performance of obligations under these Terms or as otherwise agreed; and

(d) to advise each of their employees, agents and representatives of their obligations to keep such information confidential. 

13.2 The parties acknowledge that any breach of a party’s obligations arising under this clause 13, may give rise to irreparable damage to the other party and that such breach may be inadequately compensable in damages. Accordingly, either party, reasonably believing the other party to be in breach of its obligations under this clause13, may seek and obtain injunctive relief or other equitable remedies against such breach or threatened breach, in addition to any other legal remedies which may be available. 

14. Privacy

14.1 Each party must comply with the Privacy Act and any other applicable laws and codes dealing with privacy.

14.2 Each party warrants to the other that:

(a) any Personal Information that it discloses to the other under these Terms has been collected in accordance with the Privacy Act;

(b) the individual to whom the information relates has been made aware of the recipient’s identity, of how to contact the recipient, and of the other matters of which the recipient is required to inform a person about whom it collects information under the Privacy Act; and

(c) the other is authorised to collect the information for the disclosure and use the information for the purposes of these Terms.

14.3 In relation to any Personal Information disclosed by a party under these Terms, the recipient must:

(a) not use, disclose, store, transfer or handle the information except in accordance with the Privacy Act;

(b) only use or disclose the information for a purpose connected with these Terms, or as required by law;

(c) co-operate with any reasonable request or direction of the discloser which relates to the protection of the information or the exercise of the functions of the Privacy Commissioner under the Privacy Act;

(d) ensure that access to its Personnel is limited to people required to access that information for the purposes of these Terms and that they comply with the requirements of this clause 19 and of the Privacy Act.

14.4 Each party must promptly inform the other in writing of any complaint that it receives concerning the use, disclosure, storage, transfer or handling of Personal Information and comply with any reasonable direction of the other in relation to a complaint concerning the use, disclosure, storage, transfer or handling of Personal Information.

15. Force Majeure

15.1 Customer acknowledges that the supply of the Services is dependent on a number of factors outside Shippit’s control.  For example, communication links are the property and responsibility of third parties and are subject to suspension without notice due to events beyond Shippit’s control.

15.2 Except for any payment obligations, neither party is liable for any delay or failure to perform any of its obligations under these Terms to the extent that the delay or failure is caused by reason of Force Majeure. 

16. Support

16.1 Shippit will provide reasonable technical support via Shippit’s online Help Centre, available on Shippit’s website. 

16.2 The Customer acknowledges that the provision of support may be interrupted by factors beyond the control of Shippit and Shippit will have no liability for any unavailability, outages or maintenances. 

17. Partner Rate Services

17.1 If Shippit offers Partner Rate Services to the Customer in relation to a Carrier:

(a) Shippit will agree rates, parameters and Carrier Terms with that Carrier; and

(b) Shippit will make that Carrier available as a Carrier in the Shippit platform and allocate deliveries to it where appropriate.

17.2 The Partner Rate Services Fee will be the amount calculated according to the relevant rate card and the information disclosed and confirmed by the Customer at the time of booking.

17.3 Shippit will pay the amounts due to the Carrier from the Partner Rate Services Fee. To the extent that there is a shortfall or additional delivery surcharge imposed, the Customer may be liable for additional charges at Shippit’s discretion. 

17.4 The actual delivery services will be governed by the Carrier Terms, being a contract between the Customer and the Carrier. Shippit shall not be liable for any failure by the relevant Carrier to perform its obligations. 

17.5 Certain surcharges may be payable by the Customer in addition to the Partner Rate Services Fee. When a surcharge is payable, it may be charged directly to the payment method used by the Customer to make the initial order.  By making a booking on Shippit, the Customer consents to this payment method being charged directly for relevant surcharges.

17.6 Any surcharges represent the additional charges which Shippit may incur from the Carriers from time to time and are not penalties imposed by Shippit.  

17.7 All Partner Rate Services will be provided in accordance with the detail, terms and conditions of these Terms and any relevant Order Form or SOW. 

18. Transit Protection Services

18.1 The Customer may elect to receive Transit Protection Services in return for paying the Transit Protection Services Fee. 

18.2 All Transit Protection Services will be provided in accordance with the terms and conditions at Transit Protection Terms & Conditions as may be amended from time to time. The Transit Protection Terms, if applicable, form part of and are to be read in conjunction with these Terms. To the extent of any inconsistency, the Transit Protection Terms will prevail. 

19. Limitation of liability

19.1 The maximum aggregate liability of Shippit to Customer in respect of any one claim or series of connected claims under these Terms during any 12 month period commencing on the relevant Start Date or on any anniversary of the Start Date is limited in aggregate to the minimum fees paid by Customer to Shippit during the relevant 12 month period (disregarding any fees received by Shippit for Partner Rate Services).

19.2 If Shippit is liable to Customer for a breach of a term, condition, guarantee or warranty implied into these Terms by statute, that liability is limited to:

(i) the supplying of the services again; or

(ii) the payment of the cost of having the services supplied again.

19.3  Shippit is not liable for any damage, economic loss, loss of revenue, loss of saving on overheads, loss arising from business interruption, loss of data, loss of business opportunities, loss of goodwill or loss of profits whether direct, indirect, general, special or consequential from any cause except as set out in this clause, even if Shippit has been advised of the possibility of such damages or loss. 

19.4 Any claims for loss or damage by Customer against Shippit must be made within two (2) years after the occurrence of the event giving rise to the loss or damage.

19.5 Shippit and Customer must each use reasonable efforts to mitigate any potential damages or other adverse consequences arising from or related to the Services.

20. Termination

20.1 Either party, as applicable, has the right, in addition and without prejudice to and use of any other rights or remedies, to terminate these Terms or any given Order Form or SOW as follows:

(a) by either party for any material breach of these Terms (including any Order Form or SOW) that is not cured within thirty (30) days after receipt by the party in default of a written Notice specifying the breach and requiring its cure;

(b) by either party, immediately upon receiving written Notice, if an Insolvency Event occurs in respect of the other party.

20.2 Without limitation to clause 20.1, Shippit may immediately terminate these Terms or a given SOW/Order Form by written notice to Customer if any of the following occurs:

(a) Customer fails to pay an amount that is due (and not under dispute under clause 15), within fourteen (14) days after receiving notice from Shippit that the amount is overdue;

(b) Customer engages in fraudulent, illegal or unauthorised use of the Services;

(c) Customer is in breach of an applicable law, licence, permit, authorisation or directive of any competent authority relating to Customer’s use of the Services;

(d) Shippit becomes aware or is advised by any regulatory authority that applicable or relevant laws, rules, regulations or authorities, or any decision of a court or government authority, prohibits the provision of the Service; or

(e) any application for a consent or permit required for the provision of the Service is rejected or is cancelled, lapses or is otherwise terminated and no further replacement, consent or permit can reasonably be obtained.

21. Effect of termination

21.1 On termination of these Terms or an Order Form or SOW: 

(a) Customer must immediately stop accessing and using the relevant Service supplied by Shippit;

(b) Customer must promptly delete or destroy, from all computers within its control, all copies of any software provided by Shippit to use or access the Service supplied by Shippit;

(c) Customer must immediately pay to Shippit any and all outstanding invoices or any charges or fees incurred; and

(d) if requested by Shippit, Customer must provide Shippit with a statement signed by an authorised officer of Customer, certifying that Customer has complied with clause 21.1(b). 

22. Dispute Resolution

22.1 Where a party claims that a dispute has arisen under or in relation to these Terms or a SOW/Order Form, it must give written notice to the Representative of the other party specifying the nature of the dispute.  The Representatives of each party must then endeavour to resolve the dispute. 

22.2 If the Representatives cannot resolve the dispute within fourteen (14) days after receipt of the notice given under clause 22.1, the dispute must be referred to the chief executive officer (or another senior executive offer nominated by the chief executive officer) of each party.

22.3 If the executive officers cannot resolve the dispute within fourteen (14) days after the dispute is referred under clause 22.2, the dispute must be submitted to mediation administered by ACDC.

22.4 The mediator must be selected from a panel suggested by ACDC.  The parties must ask the ACDC to appoint the mediator if they cannot agree on who it should be.  The mediation must be conducted in accordance with the ACDC Guidelines for Commercial Mediation and must be held in Sydney, unless otherwise agreed by both parties.

22.5 Nothing in this clause 22 prohibits a party from seeking injunctive relief if a breach or prospective breach of these Terms or a SOW/Order Form by the other party which would cause irreparable harm to the first party.

23. Subcontracting

Shippit may subcontract some or all of its obligations under these Terms or any SOW/Order Form to one or more third-parties.  Shippit remains responsible to Customer for the performance of its obligations despite any subcontract and is liable to Customer for the acts, defaults and negligence of each of the subcontractors, or personnel of each subcontractor as if they were the acts, defaults or negligence of Shippit.

24. Notices

All Notices to Shippit must be in writing and addressed to:

Shippit Pty Ltd

Company Secretary

Level 2, 4-6 Bligh Street Sydney 2000

legal@shippit.com

25. Assignment 

25.1 Neither these Terms nor any SOW/Order Form may be assigned, sublicensed or otherwise transferred by Customer, whether by operation of law or otherwise, without Shippit’s prior written consent, such consent not to be unreasonably withheld or delayed.  

25.2 Shippit may, at any time, novate, assign or transfer part or all of its rights and obligations under these Terms or any SOW/Order Form to any third party and to the extent required Customer consents to the novation, assignment or transfer.  Customer agrees to enter into a novation, assignment or transfer agreement on terms specified by Shippit.

26. Severability 

26.1 If any provision of these Terms or a SOW or an Order Form is held to be unenforceable, the parties agree to substitute the affected provision with an enforceable provision that approximates the intent and economic effect of the affected provision. 

27. No Waiver 

27.1 No failure or delay of either party in exercising any right, power, or privilege under these Terms or a SOW/Order Form (and no course of dealing between the parties) operates as a waiver or any such right, power of privilege. No waiver of any default on any one occasion constitutes a waiver of any subsequent default. No single or partial exercise of any right, power, or privilege precludes the further or full exercise of such right, power of privilege.

28. Variation

28.1 These Terms may be varied from time to time provided Shippit provides reasonable notice of any variation to the Customer. 

29. Customer identification 

29.1 Customer agrees that Shippit may use the name of and identify Customer as a customer, in advertising, publicity, or similar materials distributed to prospective customers.

30. Applicable law

30.1 This MSA and each SOW/Order Form and all matters regarding the interpretation and/or enforcement of each of them, are governed exclusively by the laws in force in New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts of New South Wales.

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31. Definitions and Interpretation

31.1 In these Terms and each SOW (unless expressly indicated otherwise) the following definitions apply: 

3PL Provider means any entity which provides warehousing or non-Carrier logistics services to the Customer.

API means the application programming interface provided by Shippit for interaction with the Hosted Software, as reviewed and amended from time to time. 

Business Day means any day that is not a Saturday, Sunday or public holiday in the State of New South Wales, Australia. 

ACDC means the Australian Commercial Disputes Centre Limited.

Carrier means a physical delivery business engaged by the Customer to deliver orders to Customer’s End Users and includes the Existing Carriers. 

Carrier Terms means the contractual terms between the Customer and the Carrier (and in respect of deliveries in relation to which Shippit provides Partner Rate Services, means the terms agreed between Shippit and the Carrier and made available by the Carrier to Shippit’s customers on request)

Customer means the party identified above and any parent company of that party and each subsidiary of that party (being an entity in which the party holds at least 50% of the ordinary shares or common stock) as may be notified by the party to Shippit, and only for so long as the parent company or subsidiary remains a parent company or subsidiary of the party.  

Confidential Information of a party is information of a party or its customers which the party identifies as confidential or which would reasonably be regarded as confidential and includes without limitation information relating to the party’s Intellectual Property Rights, organisational structure, financial position, personnel, policies and business strategies. 

CPI means the Consumer Price Index published by the Australian Bureau of Statistics from time to time or the index officially substituted for it and if no such index is available, such published price index agreed by the parties acting reasonably.

Shippit IP means all rights, including Intellectual Property Rights, in any software, formulae, algorithms, know-how, ideas, concepts, techniques, data compilations, documentation, trade marks, trade secrets, copyright, inventions, instructions, directions, or technical process developed and owned by Shippit or its licensors, including all rights in the Deliverables (excluding any Intellectual Property Rights held by Customer),

Dispute Notice has the meaning given to it in clause 8.4.

End User means a retail customer of the Customer who orders goods via the Customer’s online sales site. 

Existing Carriers are carriers that Shippit is capable of integrating with at any given point in time, as may vary from time to time (a current list is available upon Customer’s request). 

Force Majeure means any event caused by occurrences beyond a party’s reasonable control, including, but not limited to, acts of God, fire or flood, war, terrorism, pandemic, system malfunction,cyber attack, failure of or material adverse changes in any supplier systems (including Carriers and Australia Post), industrial action, governmental regulations, policies or actions enacted or taken subsequent to execution of these Terms or any SOW/Order Form, or any labour, telecommunications or other utility shortage, outage or curtailment.  

GST Act means A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Hosted Software means the software used by Shippit to provide the Software Hosting Services.

Insolvency Event, in respect of a party, means any one or more of the following events: 

(a) the appointment of a receiver or receiver and manager to the party;

(a) the appointment of an administrator to the party;

(b) an order being made or a resolution being passed for the winding up of the party, other than for the purpose of an amalgamation or reconstruction;

(c) the party is, or states that it is, unable to pay its debts as and when they fall due for payment;

(d) the party is or states that it is insolvent within the meaning of the Corporations Act; 

(e) the party ceases or threatens to carry on business or

(f) the party resolves to enter into a scheme of arrangement or composition with or an assignment for the benefit of its creditors.

Intellectual Property Rights means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, trade marks, know-how, confidential information, patents, inventions and discoveries and all other rights (including moral rights) resulting from intellectual activity in the industrial, scientific, literary or artistic fields.

Notice has the meaning given to it in clause 24. 

Online Order means a direct order from the Customer’s End User via the Customer’s online sales site.

Order Form means an order between Shippit and the Customer containing the specific commercial detail of their agreement, whether made via Shippit’s online platform (including as ‘self serve’) or signed by both parties on a separate order form. 

Prohibited Items mean the items listed at Prohibited items. 

MSA means this Master Services Agreement.

Personal Information has the meaning given to it under the Privacy Act.

Personnel of a party means the officers, employees, contractors, sub-contractors and agents of that party.

Privacy Act means the Privacy Act 1988 (Cth) as amended and any regulations made under it.

Rate Card means the rate card agreed between the parties, as amended from time to time, and if no rate card has been agreed, the rate card made available by Shippit to the Customer. 

Representative means any director, officer, employee or agent appointed by a party.

Shippit Website means Shippit’s public-facing website at shippit.com, the domain of which may be amended from time to time;

Software means:

(g) the API;

(h) any software development kit or other software, including html code, provided to the Customer or the 3PL Provider by Shippit to assist in the utilisation of the Services; and

(i) the Hosted Software,

as reviewed and amended form time to time, and includes all improvements to and modifications to that software from time to time. 

Services means the services to be provided by Shippit to Customer, including as indicated in the any applicable SOW/Order Form.

Statement of Work or SOW means a signed statement of work between Shippit and the Customer containing the specific commercial detail of their agreement.

Start Date means the start date indicated on the relevant Order Form or Statement of Work, as applicable.