1.1 This agreement applies to all purchases of Run4me limited Products by you from the Run4me limited or website and replaces all previous agreements between you and us.
1.2 We may change the terms of this agreement from time to time using the process set out in clause 17.
1.3 This agreement is important. You should ensure that you have read it thoroughly prior to purchasing any products on our website.
2.1 In this agreement unless the context otherwise requires: “agreement” means this agreement and includes any other terms incorporated into it by reference; “information” means all information supplied by you to us via the website or otherwise and includes, for example, your name, contact details, credit card details and your payment and transactions history;
“GST” means goods and services tax;
“late payment interest rate” means 1.5%;
“products” means all products available for purchase on our website;
“website” means our website, accessible via the www.run4me.world domain name or Mobile App RUN4ME.
3. PURCHASE TERMS
3.1 When purchasing products on the website you confirm and acknowledge that: (a) you are legally entitled to purchase alcohol (if products you purchase include alcohol) and that you can produce sufficient evidence (e.g. NZ Driver’s Licence or Passport) of that entitlement on request prior to or upon delivery of the products;
(b) all information supplied by you to us is true and correct at the time you make any purchase on the website;
(c) notwithstanding the above, we may refuse to accept your order at our sole discretion;
(d) we may disclose your information to your bank or credit card company and for the purposes of any debt recovery proceedings we may issue against you;
(e) we may restrict your ability to purchase products via the website by imposing a credit limit on your account.
4.1 Product prices quoted on our website are inclusive of GST. You must pay us the full price quoted.
4.2 We reserve the right to vary prices without notice.
4.3 Product prices are quoted exclusive of transit costs. Any courier or handling charges in relation to your order will be notified to you at the time you place your order and be added to the price.
MISTAKES IN PRICE ARISING FROM COMPUTER ERROR
4.4 In the event that computer error results in a material misstatement of the price of your order we may, prior to your receipt of the order or at any time thereafter, require that you pay us the different between the amount actually paid by you in respect of your order and the correct amount payable.
4.5 In the event that we become aware of any misstatement prior to delivery, we will make reasonable endeavours to contact you and advise you accordingly. You may elect to cancel your order to the extent of the misstatement.
5. PRODUCT AVAILABILITY
5.1 All products are sold subject to their availability. Promotional items may be limited as to quantity. We shall not be responsible for our inability to supply products to you where they are not presently available or where our stock of the relevant product(s) has been exhausted.
5.2 In the event that we are unable to supply products in the quantities specified in your purchase order you may elect to cancel or vary your order by agreement with us.
6. DELIVERY & TRANSIT
6.1 We will use our best endeavours to despatch orders no later than two business days after the day your order is received by us and you have received confirmation of your order from us via email or equivalent. We are not responsible for any failure to deliver or delay in delivery caused by any event outside of our reasonable control.
6.2 In the event that we fail to deliver any products, you may elect to cancel your order in respect only of the products not delivered unless we have contacted you and you have agreed to delivery at a later date.
6.3 Where we fail to deliver or delay delivery of your order or part of your order or where any loss is incurred by you in relation to such delivery and is within our control, our liability shall be restricted to payment of the cost of replacing the order or part of the order, as we may determine (in our sole discretion).
6.4 Advice regarding order shortages or damage in transit must be given to our customer service team no later than three days after receipt of products.
6.5 Delivery is complete when the products reach the address you have specified for delivery. We will be responsible for arranging the delivery of products unless you arrange otherwise with us.
6.6 Nothing in these terms entitles you to return the products as being surplus to your needs, or for any other reason other than set out herein.
7. PAYMENT TERMS
CHARGES & INVOICING
7.1 You must pay us in full and in cash or by credit card (as applicable) at the time that you submit your order unless we have agreed to give you credit.
7.2 If we agree to give you credit, you are required to pay us in full no later than the 19 days following the date of your order (“due date”), provided that if in our sole opinion an unsatisfactory feature develops in our trading relationship with you, we reserve the right to cancel the credit period and require that you pay us immediately.
7.3 If the merchant has sent the incorrect order of fulfilled the order in error at no fault of the cardholder then a full refund is required to be offered to the cardholder and the return of goods is the merchants responsibility and cost.
(a) After we have accepted your order for the products, you may not cancel the order without our consent;
(b) We will not consent to cancellation if we have processed documentation in fulfilment of your order;
(c) Returns for credit will be given at our discretion. The cost of return is your responsibility;
(d) In the event that we consent to cancellation, we may require you to pay a minimum handling charge of $4.00 exclusive of GST per case or part thereof or a maximum of 15% of the total value of your order.
REMEDIES FOR NON-PAYMENT
7.4 We will charge you interest at the rate of 1.5% per month if your account is unpaid after the due date. Interest will accrue on a daily basis and will continue to be payable even if we obtain a court judgement.
7.5 We reserve the right to recover any products for which you have not paid by the due date. You agree that we shall not be responsible for any loss or damage arising as a result of recovery and resale of the products save where such loss or damage arises from our negligence including that of our employees and contractors.
7.6 All costs associated with collection of any unpaid amounts will be charged to you in the event that your account remains unpaid.
8.1 We represent and warrant to you that:
(a) We have the right to sell the products to you;
(b) The products are not be subject to any undisclosed security or charge;
(c) You have the right to undisturbed possession of the products.
8.2 We represent and warrant to you that the products:
(a) Are of acceptable quality having regard to their nature, the price, representations made by us and any statements made on packaging or labels;
(b) Are reasonably fit for the purpose that we represent;
(c) Supplied by description correspond with their description.
9. CANCELLATION, RETURN AND REPLACEMENT
9.1 Subject to clause 8 of this agreement: (a) After we have accepted your order for the products, you may not cancel the order without our consent;
(b) We will not consent to cancellation if we have processed documentation in fulfilment of your order;
(c) Returns for credit will be given at our discretion. The cost of return is your responsibility;
(d) In the event that we consent to cancellation, we may require you to pay a minimum handling charge of $4.00 exclusive of GST per case or part thereof or a maximum of 15% of the total value of your order.
10. USE OF YOUR INFORMATION
10.1 During the term of this agreement your use of the website will generate certain information that will be recorded electronically by us. Information of this type may include, for example, your IP address, your usage statistics, etc. We will also record your contact details, credit information and any related personal details that you supply or that we obtain independently.
10.2 You acknowledge that we, our employees, carriers, contractors and agents may use or disclose any of the information identified in the previous paragraph for purposes connected with the supply of the services to you. Examples of purposes connected with supply include, for example: (a) administration of your account with Run4me Limited App or on the website;
(b) carrying out credit checks;
(c) keeping you up to date with new offers/changes at respected alcohol sites;
(d) sharing with contractors to enable you to use or facilitate your use of the website.
10.3 You may at any time make a written request to see any personal information that we hold or to ask us to correct any mistakes in that information.
11. CONSENT TO RECEIPT OF ELECTRONIC MESSAGES
11.1 You agree by registering on this website that you expressly consent to your inclusion in our direct marketing database and accept that you may, as a result, receive regular electronic communications and promotional communications from us. You have the right to ask us at any time to stop sending online communications and promotional offers to you.
12. INTELLECTUAL PROPERTY RIGHTS
12.1 We own, control or have the right to use and provide the website and all content on the website, including text, images, articles, photographs, illustrations, audio and video clips. You may electronically reproduce and store the content of the website solely for the purposes of viewing, using the services or saving website content, for your own personal use. You may not display or distribute the content of any part of the website or its content in public, including any reproduction in any form on the Internet, without our express permission.
12.2 Any infringement of our intellectual property rights will be fully enforced under New Zealand law.
13. GENERAL TERMS
13.1 No delay, neglect or forbearance in taking enforcement action in relation to any provision of these terms will be a waiver, or in any way prejudice any right, of that party.
13.2 If any part of these terms is held to be invalid, illegal or unenforceable, that part will be severed and the remainder of the terms will remain in full force and have full effect.
13.3 Third parties may take the benefits of rights expressed to be for their benefit in accordance with the Contracts (Privity) Act 1982.
14.1 The website is provided for use by New Zealand residents. We make no representations that the website complies with the laws of any country outside of New Zealand. If you access the website from outside New Zealand, you do so at your own risk and you are responsible for complying with the laws in the place where you use the website when purchasing products online.
14.2 This agreement is governed by New Zealand law and any legal action against us must be taken in a Court in New Zealand.
15.1 You may not assign any rights under this agreement except with our prior written consent.
15.2 We may assign our rights under this agreement without seeking your prior consent.
16.1 We will send all invoices and notices required under this agreement to the address (postal, fax or email) that you have nominated as your preferred method of contact. It is your responsibility to ensure that you keep up us informed of any changes to your contact details.
16.2 You will be deemed to have received a notice:
(a) sent by email or fax, at the time that we send it;
(b) sent by post, four days after we send it.
17.1 We may change the terms of this agreement by sending you notice (“amendment notice”) to that effect by your preferred contact method and supplying you with the amended agreement.
17.2 The agreement, as modified, will take effect from the date stated on the amendment notice but no later than 30 days following the date that we send the amendment notice
Temporary data storage
We run Typeform on Amazon Web Services (AWS) for temporary to collect data. The AWS cloud infrastructure is designed to be one of the most secure cloud computing environments in the world.
As well as the security features built into the AWS service, we have:
128-bit SSL encryption for all data transfer on our platform.
Daily backups of all your data, in case anything goes wrong.
Security protocols where we work.
SERVICE FEE – NEW ZEALAND
You entered into an agreement (“Agreement”) with Run 4 Me Limited New Zealand (“Run4me”), a New Zealand company with Company Number 8057261and SVM Groups Limited company number 7473776. This Service Fee is made the Agreement and sets forth additional terms and conditions that are applicable in the region in which you provide Delivery Services. By clicking “Yes, I agree”, you agree to be bound by the additional terms below. Capitalized terms used herein but not defined shall have the meanings set forth in the Agreement.
1. Delivery Fee. You agree that the Delivery Fees for providing Delivery Services in New Zealand are posted and updated online athttps://run4me.world/riders.
2. Service Fee. In consideration of Run 4 Me Limited provision of the Run4me Services to you, you agree to pay SVM Groups a Service Fee on a per Delivery Services transaction basis, currently calculated as the below percentage of the Delivery Fee determined by the Delivery Fee Calculation: Service Fee (GST inclusive) 10%
3. Miscellaneous Terms. Nothing in the limits or excludes (nor is intended to limit or exclude) any statutory rights that you may have under applicable law that cannot be lawfully limited.
Consent to share information
Your information is being collected for the purposes of assisting you to complete the requirements to drive with Run4me. Your information will be used by Run4me and provided to third parties to: ● Assist you in meeting your logbook requirements using the Logmate app;
● Confirm your vehicle registration and certificate of fitness status via third-party solutions such as Carjam and/or Motocheck;
● Submit a request to the Transport Agency’s Driver Check service;
● Assist you in submitting a request for information held by the Ministry of Business,
Innovation and Employment (MBIE) where relevant. If you do not agree to Run4me using and sharing your information with third parties for these purposes, you may not be able to become a driver-partner with Run4me. All your information is collected, used and disclosed in accordance with Run4me’s
Medical Self-Declaration & Acknowledgement
I acknowledge that the purpose of this Declaration & Acknowledgement is to help ensure my personal safety and the safety of others around me, including road users, when I am performing the Delivery Services under the Technology Services Agreement between me and Run4meSVM Groups ., (“Agreement”). I expressly consent to Run4me. and its related and affiliated entities (collectively “Run4me”) collecting this information and acknowledge that its collection is necessary for Run4me to assess my fitness to provide Delivery Services and to help ensure my own health and safety and general public safety in performing the Delivery Services.
I acknowledge that I am not an employee of Run4me and that the collection of this information does not deem Run4me to be my employer or agent when performing the Delivery Services. Capitalised terms used in this Declaration & Acknowledgment but not defined have the same meanings set out in the Agreement. If performing the Delivery Services using a moped or motorbike, I declare:
a) I do not have any known medical conditions that may affect my fitness to drive or ride a moped or motorbike, or I hold a medical fitness certificate that has been issued by a doctor within the last 12 months certifying that I comply with the required medical standards for driving/riding. For examples of such medical conditions, please see https://www.ta.govt.
If perform the Delivery Services using a bicycle, I declare:
a) I have a good level of physical health, so I am capable of riding a bicycle to provide the Delivery Services;
b) I do not suffer from colour blindness (if cyclist), other vision impairment, balance impairment, epilepsy, cardio-respiratory or any other physical or mental condition which could adversely affect my ability to safely control a bicycle to provide the Delivery Services, including in variable traffic and weather conditions; and
c) I am physically able to lift and carry a package(s) with a total weight of up to 13kg.
I acknowledge and agree that in performing the Delivery Services using a bicycle, I:
a) will routinely carry parcels using a backpack held by shoulder straps;
b) will be required to ride my bicycle and provide the Delivery Services in variable traffic and weather conditions; and
c) when riding a bicycle to provide the Delivery Services:
i. will at all times wear a New Zealand Standard-compliant helmet.
ii. confirm that my bicycle is roadworthy (including front and back lights if riding after sunset) and compliant with all requirements application to bicycles in the location where I will be providing Delivery Services. Please be aware: It is important for Users to be able to clearly identify you. This can be confusing if you’re wearing or displaying large corporate logos or branding.
By clicking “Yes I agree” you represent that you have reviewed, and make, each of the applicable Declarations above. You acknowledge that you must make these Declarations in order to be eligible to become an Run4me delivery partner As a Delivery Driver, I hereby agree to the following:
1. I agree to comply with the standards and procedures set forth by my employer and with all other guidelines from time to time established for my Delivery Driver position.
2. I will attend all scheduled driver meetings if Required
3. I will use due care and caution in the operation of my delivery vehicle and will strictly comply with all safe driving rules of the road, including all speed limits, posted directional signs and parking regulations. Under no circumstances will I operate my delivery vehicle while under the influence of drugs or alcohol or when my physical or mental condition may be otherwise impaired.
4. The vehicle I use for delivery services will: ➢ Not be used for personal errands while going to, during, or returning from a delivery, unless directed by Run4me. ➢ Be maintained in good condition and repair. ➢ Comply with all rules and regulations governing safe and unlawful operation. ➢ Comply with all the guidelines established by Run4me.
5. Attached to this Agreement is a true and complete copy of my current DMV report. I agree to provide updated DMV reports upon request and will immediately notify you if I am involved in any accidents or receive any subsequent citations during the course of Run4me delivery Period.
6. I understand that any violation of this Agreement or of any of the standards, procedures or guidelines applicable to my Delivery Driver position may result in suspension or termination. In particular, I acknowledge the need for utmost safety and due care in the operation of my delivery vehicle and in the conduct of delivery services.
7. I understand and I am prohibited from carrying any passengers without management authorization. I will uphold the high driver standards of a Delivery Driver.
8. I agree to only operate the vehicle approved by the insurance company and will not drive a substitute vehicle without carrier’s prior approval.
9. I agree to maintain my automobile insurance (including coverage for Bodily Injury, Property Damage and Personal Liability) AT ALL TIMES while using my vehicle for delivery and will inform my Operator if my insurance coverage is changed, canceled or not renewed.
10. I understand that MY insurance is responsible if I am involved in an accident that causes injury or damage to another person and/or their property. I am also aware that Run4me insurance DOES NOT cover my vehicle for comprehensive or collision coverage.
11. I am aware that some insurance companies attach a “Delivery Exclusion” on their auto policies and if I sign this exclusion I will have no insurance while I use my vehicle for delivery. I am also aware that if I am involved in an accident my Operator insurance don’t cover me for any kind of injuries, and does not cover my liability if I cause bodily injury or damage to another person and/or their property, or for any collision damage to my vehicle. I will immediately notify my operator if I have signed this exclusion or receive such exclusion.
This Services Agreement (“Agreement”) constitutes a legal agreement between you, an individual (“you”), Run4me Ltd.
Run4me Ltd will procure and facilitate the provision of the lead generation services, being on-demand intermediary and related services rendered via a digital technology application that enables independent providers of delivery services to seek, receive and fulfill on-demand requests for Delivery Services (“Run4me Services”) to you, an independent provider of Delivery Services. Run4me will license you the Provider App (as defined below) and will facilitate payment of the Delivery Fee. The Run4me Services and Provider App enable you to seek, receive and fulfill requests for Delivery Services from authorized users of the Run4me App (as defined below). In order to use the Run4me Services and Provider App, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you, Run4me and Run4me Ltd shall be bound by the terms and conditions set forth herein. References herein to “Run4me Group” shall be taken as a reference to Run4me, Run4me Ltd and each of their Affiliates.
If you receive services from an Affiliate of Run4me Ltd ) that enable you to seek, receive and fulfil requests for passenger transportation services, the services provided by Run4me Ltd ‘s Affiliate are separate and independent of the services provided by Run4me Ltd under this Agreement and are subject to separate terms with Run4me Ltd ‘s Affiliate.
You acknowledge and agree that Run4me is a technology services provider and that neither Run4me, Run4me Ltd nor their Affiliates provide delivery services.
1.1 “Addendum” means an addendum to this Agreement setting forth additional Territory-specific and/or service-specific terms, as made available and as updated by Run4me or Run4me Ltd from time to time.
1.2 “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on winding up.
1.3 “Cancellation Fee” has the meaning set forth in clause 4.6.
1.4 “Delivery Fee” has the meaning set forth in clause 4.1.
1.5 “Delivery Recipient” means the intended recipient of goods being delivered by you in connection with your Delivery Services.
1.6 “Delivery Recipient Information” means information about a Delivery Recipient made available to you in connection with a request for and use of Delivery Services, which may include delivery drop-off location, a Delivery Recipient’s name, a Delivery Recipient’s contact information, a Delivery Recipient’s signature, and a Delivery Recipient’s photo, as well as any other relevant details specific to the items to be delivered.
1.7 “Delivery Services” means your provision of delivery services on behalf of Users via the Run4me Services in the Territory using the applicable Transportation Method.
1.8 “Negotiated Cancellation Fee” has the meaning set forth in clause 4.6.
1.9 “Provider App” means the mobile application licensed to you by Run4me that enables you to access the Run4me Services for the purpose of seeking, receiving, fulfilling and cancelling on-demand requests for delivery services by Users, as may be updated or modified from time to time.
1.10 “Provider ID” means the identification and password key assigned to you that enables you to use and access the Provider App.
1.11 “Service Fee” has the meaning set forth in clause 4.5.
1.12 “Territory” means the city or metro areas within New Zealand in which you are enabled by the Provider App to receive requests for Delivery Services.
1.13 “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees, including inner-city congestion, environmental or similar charges as reasonably determined by the Run4me Services based on available information.
1.14 “Transportation Method” means a mode of transportation that: (a) meets the then-current Run4me Ltd requirements for the delivery of the applicable items by you when using the Run4me Services or Provider App (e.g., if Delivery Services require a motor vehicle, then “Transportation Method” shall mean a motor vehicle); and (b) Run4me Ltd authorizes for your use for the purpose of providing Delivery Services.
1.15 “Run4me App” means the mobile application provided to authorized Users seeking on-demand requests for delivery services.
1.16 “Run4me Data” means all data related to the access and use of the Run4me Services hereunder, including all data related to Users (including User Information), all data related to Delivery Recipients (including Delivery Recipient Information), all data related to the provision of Delivery Services via the Run4me Services and the Provider App, and the Provider ID.
1.17 “User” means an end user (an individual or an entity) authorized by Run4me or an Affiliate of Run4me to use the Run4me App for the purpose of requesting Delivery Services from you to deliver goods to Delivery Recipients.
1.18 “User Information” means information about a User made available to you in connection with a request for and use of Delivery Services, which may include delivery pick-up location, delivery drop-off location, the User’s name, the User’s contact information, the User’s signature, and the User’s photo, as well as any other relevant details specific to the items to be delivered.
1.19 “Your Device” means a mobile device owned or controlled by you: (a) that meets the then-current system requirements to support the Provider App; and (b) on which the Provider App has been installed as authorized by Run4me solely for the purpose of providing Delivery Services.
Use of the Run4me Services
2.1 Provision of Delivery Services. When the Provider App is active, User requests for Delivery Services may appear to you via the Provider App if you are available and in the vicinity of the User. The User request may also specify the User’s required deadline for your completion of the Delivery Services. If you accept a User’s request for Delivery Services, you will be provided with certain User Information, Delivery Recipient Information, and User instructions via the Provider App, including (as applicable) the User’s first name and the pickup and drop-off location of the applicable goods to be delivered. In order to enhance User satisfaction with the Provider App and your Delivery Services, it is recommended that you follow the User instructions for pickup and drop-off, including details of the location within the building address to pick-up/drop-off goods. You acknowledge and agree that once you have accepted a User’s request for Delivery Services, the Run4me App may provide certain information about you to the User and Delivery Recipient, including your first name, contact information, photo and location, and as applicable, information about your Transportation Method. You shall not contact any Users or Delivery Recipients or use any User’s personal information made available to you by Run4me or Run4me Ltd , via the Provider App or otherwise, for any reason other than for the purposes of fulfilling Delivery Services. You acknowledge and agree that: (a) you shall be solely responsible for determining the most effective, efficient and safe manner to perform each instance of Delivery Services; and (b) except for the Run4me Services, you shall provide all necessary equipment, tools and other materials, at your own expense, necessary to perform Delivery Services. Additionally, depending on the type of Delivery Services you are providing, you acknowledge that you may need to acquire third party inventory (e.g., food in the case of Run4me Eats) from various locations from time to time in order to fulfill certain requests for Delivery Services. In order to provide Delivery Services, you may need to accept from time-to-time, certain additional terms, as set forth in an Addendum.
2.2 Your Relationship with Users and Delivery Recipients. You acknowledge and agree that your provision of Delivery Services to Users creates a direct business relationship between you and the User, to which Run4me, Run4me Ltd and their Affiliates are not a party. Run4me, Run4me Ltd , and their Affiliates are not responsible or liable for the actions or inactions of a User or Delivery Recipient in relation to your activities or your Transportation Method. You shall have the sole responsibility for any obligations or liabilities to Users, Delivery Recipients or other third parties that arise from your provision of Delivery Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of any applicable laws) regarding any acts or omissions of a User, a Delivery Recipient or other third party.
2.3 Your Relationship with Run4me Group. You acknowledge and agree that Run4me Ltd ‘s provision of the Run4me Services creates a legal and direct business relationship between Run4me Ltd and you. You also acknowledge and agree that
You acknowledge and agree that: (a) after completion of an instance of Delivery Services, a User and/or Delivery Recipient may be prompted by the Run4me App to provide a rating of you and such Delivery Services and, optionally, to provide comments or feedback about you and such Delivery Services; and (b) after providing Delivery Services, you will be prompted by the Provider App to provide a rating of the User and the Delivery Recipient and, optionally, to provide comments or feedback about the User and Delivery Recipient. You shall provide your ratings and feedback in good faith. Run4me, Run4me Ltd and their Affiliates reserve the right to use, share and display your, User and Delivery Recipient ratings and comments in any manner in connection with the business of Run4me, Run4me Ltd and their Affiliates without attribution to you or your approval. You acknowledge and agree that Run4me, Run4me Ltd and their Affiliates are distributors (without any obligation to verify) and not publishers of User, Delivery Recipient and your ratings and comments, provided that Run4me, Run4me Ltd and their Affiliates reserve the right to edit or remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws, or Run4me’s, Run4me Ltd ‘s or their Affiliates’ content policies. There is no obligation on you, a User or a Delivery Recipient to provide ratings or comments nor is there any consequence for not providing a rating.
2.5 Your Device.
You are responsible for the acquisition, cost and maintenance of Your Device as well as any necessary wireless data plan that you use to access the Provider App. Run4me grants you a personal, non-exclusive, non- transferable, non-sublicensable right to install and use the Provider App on Your Device solely for the purpose of providing Delivery Services. You agree to not provide, distribute or share, or enable the provision, distribution or sharing of, the Provider App (or any data associated therewith) with any third party. The foregoing right shall immediately terminate and you will delete and fully remove the Provider App from Your Device in the event that this Agreement terminates, your access to the Run4me App is deactivated or you otherwise cease to provide Delivery Services using Your Device. You agree that: (i) use of the Provider App on Your Device requires an active data plan with a wireless carrier associated with Your Device, which data plan will be provided by you at your own expense; and (ii) use of the Provider App on Your Device as an interface with the Run4me Services may consume very large amounts of data through the data plan. Run4me and Run4me Ltd recommends that Your Device only be used under a data plan with unlimited or very high data usage limits, and neither Run4me, Run4me Ltd , nor their Affiliates, shall be responsible or liable for any fees, costs, or overage charges associated with any data plan.
You and Your Transportation Method
Run4me’s licence to you of the Provider App creates a legal and direct business relationship between Run4me and you. Neither Run4me nor Run4me Ltd shall be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Delivery Services, your acts or omissions, or your operation and maintenance of your Transportation Method. Except as expressly set out herein, you retain the sole right to determine when, where, and for how long you will utilize the Provider App or the Run4me Services. You retain the option, via the Provider App, to attempt to accept or to decline or ignore a User’s request for Delivery Services via the Run4me Services, or to cancel an accepted request for Delivery Services via the Provider App, subject to Run4me’s then-current policies (including the Community Guidelines located at https://www.Run4me.com/legal/community-guidelines/a-en-Run4me-eats/). You will not:
(a) display Run4me’s, Run4me Ltd ‘s or any of their Affiliates’ names, logos or colors on your Transportation Method; or (b) wear a uniform or any other clothing displaying Run4me’s, Run4me Ltd ‘s or any of their Affiliates’ names, logos or colors. The foregoing does not apply if you and Run4me or Run4me Ltd (as applicable) have agreed otherwise or if so required by law. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in any business or employment activities. For the sake of clarity, you understand that you retain the complete right to:
(i) use other software application services in addition to the Run4me Services and the Provider App; and
(ii) engage in any occupation or business. Run4me Ltd retains the right, at any time at its sole discretion, to restrict you from using the Run4me Services in the event of a violation of this Agreement or any relevant Run4me policy, your disparagement of Run4me, Run4me Ltd or any of their Affiliates, or your act or omission that causes harm to Run4me’s, Run4me Ltd ‘s or their Affiliates’ brand, reputation or business as determined by Run4me Ltd in its sole discretion. Run4me Ltd also retains the right to restrict you from using the Run4me Services for any other reason at the sole and reasonable discretion of Run4me Ltd . Run4me retains the right to, at any time at its sole discretion, deactivate or otherwise restrict you from accessing the Provider ID and/or Provider App, in the event of a violation of this Agreement, any relevant Run4me policy, including the Community Guidelines your disparagement of Run4me, Run4me Ltd or any of their Affiliates, your act or omission that causes harm to Run4me’s Run4me Ltd ‘s or their Affiliates’ brand, reputation or business as determined by Run4me in its sole discretion. Run4me also retains the right to deactivate or otherwise restrict you from accessing the Provider ID and/or Provider App, for any other reason at the sole and reasonable discretion of Run4me.
3.1 Your Requirements.
You acknowledge and agree that at all times, you shall:
(a) hold and maintain
(i) a valid applicable licence with the appropriate level of certification to operate your Transportation Method (e.g., a driver’s licence if your Transportation Method is a motor vehicle),
(ii) all licenses, permits, work entitlements, approvals and authority applicable to you that are necessary to provide Delivery Services to third parties in the Territory; and (iii) a
3.1 citizenship, residency or visa status that allows you the right to work in New Zealand; (b) provide Delivery Services in a professional manner with due skill, care and diligence; and (c) maintain high standards of professionalism, service and courtesy. You acknowledge and agree that you may be subject to certain background and driving record checks from time to time in order to qualify to provide, and remain eligible to provide, Delivery Services. You acknowledge and agree that Run4me Ltd reserves the right to restrict you from using the Run4me Services, if you fail to meet the requirements in this Agreement. You also acknowledge and agree that Run4me reserves the right, at any time in its sole discretion to deactivate or otherwise restrict you from accessing the Provider ID and/or Provider App, if you fail to meet the requirements in this Agreement.
3.2 Transportation Method Requirements.
You acknowledge and agree that your Transportation Method will at all times: (a) meet the then-current Run4me Ltd requirements for a vehicle to provide the Delivery Services and must be authorised by Run4me Ltd for this use; (b) be properly registered and licensed to operate as a delivery vehicle in the Territory (if your Transportation Method is a vehicle); (c) be owned or leased by you, or otherwise in your lawful possession; and (d) operate and be maintained in a manner consistent with any applicable industry safety and maintenance standards for a Transportation Method of its kind and any additional standards or requirements in the applicable Territory for its use in the performance of the Delivery Services contemplated by this Agreement.
To ensure your compliance with all requirements in clauses 3.1 and 3.2, you must provide Run4me Ltd (or a Run4me Ltd Affiliate) with written copies of all such licenses, permits, work entitlements, approvals, authority, registrations and certifications prior to your provision of any Delivery Services. Thereafter, you must submit to Run4me Ltd written evidence of all such licenses, permits, work entitlements, approvals, authority, registrations and certifications as they are renewed. Run4me Ltd (or a Run4me Ltd Affiliate) shall, upon request, be entitled to review such licenses, permits, work entitlements, approvals, authority, registrations and certifications from time to time, and your failure to provide or maintain any of the foregoing shall constitute a material breach of this Agreement. Run4me Ltd reserves the right to independently verify your documentation from time to time in any way Run4me Ltd deems appropriate in its reasonable discretion. Your failure to meet any of the requirements in this clause 3.3 or clauses 3.1 and 3.2 shall constitute a material breach of this Agreement.
4.1 Delivery Fee Calculation and Your Payment. You can charge a delivery fee for each instance of completed Delivery Services provided to a User that are obtained via the Run4me Services (“Delivery Fee”), where such Delivery Fee is, as applicable (a) calculated based upon a base delivery fee amount plus distance (as determined by Run4me Ltd ) and/or time amounts; or (b) a flat fee, each as detailed at http://Run4memovement.com/ for the applicable Territory (“Delivery Fee Calculation”). Distance and time amounts may be based on the expected, not actual, trip distance and duration as reasonably determined by Run4me. You acknowledge that the Delivery Fee is the only payment you will receive in consideration for your provision of Delivery Services to a User and that neither the Delivery Fee nor the Delivery Fee Calculation includes any gratuity. You can also charge Users for any Tolls, taxes and/or fees incurred during the provision of Delivery Services, if applicable, whether charged by a third party or Run4me Ltd .
4.2 To facilitate collection of the Delivery Fee, Run4me will accept initial payment from a User (and you authorise Run4me to do so whether inside or outside New Zealand or via its Affiliates). Run4me’s role is solely to accept the Delivery Fee, applicable Tolls and, depending on the region and/or if requested by you, applicable taxes and fees from the User. You agree that payments made by Users to Run4me or any Affiliate shall be considered the same as payment made directly by Users to you.
4.3 The parties acknowledge and agree that as between you and Run4me Ltd , the Delivery Fee is a recommended amount, and the primary purpose of the pre-arranged Delivery Fee is to act as the default amount in the event you do not negotiate a different Delivery Fee. You shall always have the right to charge a delivery fee that is less than the pre- arranged Delivery Fee (a “Negotiated Delivery Fee”). Run4me Ltd shall consider all such requests from you in good faith. Run4me or its Affiliate agrees to remit, or cause to be remitted, to you on at least a weekly basis: (a) the Delivery Fee less the applicable Service Fee and other fees charged by Run4me Ltd ; (b) the Tolls (where applicable); (c) any incentive payments; and (d) depending on the region, certain taxes and ancillary fees (where applicable). If you have separately agreed that other amounts may be deducted from the Delivery Fee prior to remittance to you (e.g., vehicle financing payments, lease payments, government fees and charges, etc.), the order of any such deductions from the Delivery Fee is to be determined by Run4me at the direction of Run4me Ltd (as between you and the parties).
4.4 Changes to Delivery Fee Calculation.
Run4me Ltd reserves the right to change the Delivery Fee Calculation at any time in Run4me Ltd’s discretion. Run4me Ltd will provide you with notice in the event that any such change would result in a change in the recommended Delivery Fee. Continued use of the Run4me Services after any such change shall constitute your consent to such change.
4.5 Delivery Fee Adjustment.
Run4me Ltd reserves the right to: (i) adjust the Delivery Fee for a particular instance of Delivery Services (e.g., you failed to properly end a particular instance of Delivery Services in the Provider App, technical error in the Run4me Services, etc.); or (ii) cancel the Delivery Fee or if the Delivery Fee has already been paid, require reimbursement of the Delivery Fee from you for a particular instance of Delivery Services (e.g., a communicated deadline for completion of delivery services was not met, User is charged for Delivery Services that were not provided, in the event of a User or Delivery Recipient complaint, fraud, etc.). Run4me Ltd ‘s decision to reduce or cancel the Delivery Fee in any such manner shall be exercised in a reasonable manner.
4.6 Processing Errors.
Run4me Ltd reserves the right, in its sole discretion, to seek reimbursement from you if Run4me Ltd discovers payment processing errors. Run4me Ltd may obtain reimbursement of any amounts owed by you to Run4me Ltd by deducting from future Delivery Fees owed to you, debiting your card on file or your bank account on record, or seeking reimbursement from you by any other lawful means. You authorise Run4me Ltd to use any or all of the above methods to seek reimbursement.
4.7 Service Fee.
In consideration of Run4me Ltd ‘s provision of the Run4me Services to you, you agree to pay Run4me Ltd a service fee on a per Delivery Services transaction basis, which as at 1 December 2018 is calculated as a percentage of the Delivery Fee determined by the Delivery Fee Calculation (regardless of any Negotiated Delivery Fee) (“Service Fee”). Run4me Ltd will provide you with notice via email or via the Provider App, of the Service Fee that applies to each Delivery Service that you provide. You acknowledge that, unless regulations applicable to your Territory require otherwise, and unless otherwise stated, the Delivery Fee Calculation is inclusive of taxes (in particular GST), and Run4me Ltd shall calculate the Service Fee on an amount equal to the Delivery Fee Calculation. You acknowledge and agree that Run4me Ltd may adjust: (i) the Service Fee; or (ii) introduce a new model to determine the Service Fee payable to you. Run4me Ltd will provide you with at least 14 days’ notice in the event of an increase to the Service Fee under (i) above or the introduction of a new Service Fee model under (ii) above. If either of these occurs, you have the right to terminate the Agreement immediately, without notice. Continued use of the Run4me Services after any such change in the Service Fee calculation shall constitute your consent to such change.
4.8 Cancellation Charges.
You acknowledge and agree that Users may elect to cancel requests for Delivery Services that have been accepted by you via the Provider App at any time prior to your arrival at the drop-off location. In the event that a User cancels an accepted request for Delivery Services or the package is not available for your pick-up based on Run4me Ltd ‘s then-current policies with respect to the foregoing, Run4me Ltd may charge the User a cancellation fee on your behalf (“Cancellation Fee”)and a Service Fee will be payable by the User to Run4me Ltd on the Cancellation Fee. The parties acknowledge and agree that as between you and Run4me Ltd , this Cancellation Fee is a recommended amount, and the primary purpose of such Cancellation Fee is to act as the default amount in the event you do not negotiate a different amount. You shall always have the right to charge a cancellation fee that is less than the Cancellation Fee (“Negotiated Cancellation Fee”). If charged, the Cancellation Fee (regardless of any Negotiated Cancellation Fee) shall be deemed the Delivery Fee for the cancelled Delivery Services for the purpose of remittance to you hereunder.
As part of the Run4me Services, Run4me Ltd (or an Affiliate on its behalf) provides you with a system for delivering receipts to Users for Delivery Services rendered. Upon your completion of Delivery Services for a User, Run4me Ltd (or an Affiliate on its behalf) prepares and issues a receipt to the User via email on your behalf. Such receipts are also provided to you via email or the online portal available to you through the Run4me Services. Receipts include the breakdown of amounts charged to the User for Delivery Services and may include certain information about you, including your name, contact information and photo, and the route taken. Any corrections to a User’s receipt for Delivery Services must be submitted to Run4me Ltd in writing within three (3) days after the completion of such Delivery Services. Absent such a notice, Run4me Ltd shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Delivery Fee.
4.10 No Additional Amounts.
You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Run4me, Run4me Ltd and their Affiliates may seek to attract new Users and to increase existing Users’ use of the Run4me App. You acknowledge and agree such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement. You acknowledge that the Run4me Services do not provide Delivery Recipients or Users the ability to apply a gratuity through the Run4me Services, as the Delivery Fees are full payment for your Delivery Services. In the event that a User pays Run4me Ltd valid gratuity on your behalf, Run4me Ltd will transmit such gratuity to you and will not retain any portion of that gratuity. With regard to cash gratuities provided by a User or Delivery Recipient directly to you, no portion of that gratuity is owed to or should be paid to Run4me Ltd .
You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Delivery Services as required by applicable law; and (b) provide Run4me Ltd with all relevant tax information requested of you by Run4me, Run4me Ltd and/or each of their Affiliates (including, confirmation of your Goods and Services Tax (GST) registration status, and a valid New Zealand GST registration number under which you provide Delivery Services, if obtaining such a valid GST registration number is required of you by applicable law). You further acknowledge and agree that you are responsible for taxes on your own earnings arising from your provision of Delivery Services, including income tax and GST. Notwithstanding anything to the contrary in this Agreement, Run4me Ltd may in its reasonable discretion based on applicable tax and regulatory considerations, or as required under the law, collect and remit taxes resulting from your provision of Delivery Services and/or provide any of the relevant tax information you have provided pursuant to the requirement mentioned in this clause 4.9, directly to the applicable governmental tax authorities on your behalf or otherwise.
Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement by you to Run4me Ltd are exclusive of GST. If GST is payable on any supply by Run4me Ltd made under this Agreement, for which the consideration is not expressly stated to include GST, you agree to pay Run4me Ltd an additional amount equal to the GST at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. In this Agreement, GST that is payable by Run4me Ltd includes GST that is payable by the representative member of Run4me Ltd ‘s GST group.
4.13 GST Law.
The parties agree that, for the purposes of the GST law, Run4me Ltd supplies to you the Run4me Services in sole consideration for the Service Fee. In addition, Run4me supplies to you a licence to use the Provider App under clause 5 for no consideration.
From time to time, Run4me Ltd may make an incentive payment(s) to you as consideration for your satisfaction of certain conditions as determined by Run4me Ltd in its discretion (“Conditions”). These Conditions may be included in promotional materials, and/or may be communicated to you, including via text message and email. You acknowledge and agree that any incentive payment(s) is made to you at Run4me Ltd ‘s sole discretion, subject to the Conditions. Any tax payable on such incentive payment(s) is solely your responsibility.
5. Intellectual Property.
Subject to the terms and conditions of this Agreement, Run4me hereby grants you, for no consideration, a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable license, during the term of this Agreement, to use the Provider App in connection with the provision of the Run4me Services by Run4me Ltd solely for the purpose of providing Delivery Services to Users and tracking resulting Delivery Fees and fees. Run4me, its Affiliates and respective licensors reserve all rights not expressly granted in this Agreement. The Provider App and Run4me Data (including all intellectual property rights in all of the foregoing) are and remain the property of Run4me, its Affiliates and respective licensors. You shall not improperly use the Run4me Services or Provider App. You shall not use any of Run4me’s names, logos or marks for any commercial purpose except as Run4me expressly allows, nor shall you try to register or otherwise use or claim ownership over any of Run4me or its Affiliates’ names, logos or marks. You shall not copy, modify, distribute, sell or lease any part of the Provider App or Run4me Data, nor shall you reverse engineer or attempt to extract the source code of Run4me’s software, except if allowed by law.
This Agreement and any information provided by Run4me or Run4me Ltd or their Affiliates to you, which Run4me or Run4me Ltd or their Affiliate’s designates as confidential or which you should reasonably know should be treated as confidential, should be treated accordingly.
8.1 You agree that before entering into this Agreement you will obtain the coverage required by clause 8.2 below at your sole cost and expense. You agree to review the terms and conditions of such coverage to ensure that it provides the amounts of coverage required by clause 8.2 while you are using a motor vehicle to provide Delivery Services. As between you, Run4me and Run4me Ltd , it is your sole responsibility to inform your insurer of the use of your motor vehicle while providing Delivery Services.
8.2 You agree to maintain during the term of this Agreement motor vehicle liability insurance on all vehicles which you operate under this Agreement at insurance levels that satisfy the minimum requirements to operate a private vehicle on the public roads within the Territory (if any), as well as any other minimum motor vehicle liability insurance cover which Run4me Ltd requests you hold. Where applicable, you must be the policyholder or a individually rated driver, for which a premium is charged or calculated, on the insurance policy required in this clause 8.2 at all times. You agree to provide Run4me Ltd with a copy of any such insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this clause 8.2 upon request. Furthermore, you must provide Run4me Ltd with written notice of cancellation of any insurance policy required by Run4me Ltd . Run4me and Run4me Ltd shall have no right to control your selection or maintenance of your policy.
8.3 You agree that you are not an employee, independent contractor, a worker or a deemed worker of Run4me and/or Run4me Ltd for the purposes of New Zealand workers compensation laws or occupational accident injury insurance and therefore acknowledge that Run4me and/or Run4me Ltd does not, and is not required to, maintain or provide you with workers’ compensation insurance or maintain other occupational accident injury insurance on your behalf. You agree to maintain at your cost during the term of this Agreement workers’ compensation insurance or other occupational accident injury insurance (or the local equivalent) as required by any applicable law in the Territory (provided that the foregoing shall have no impact on the mutual understanding between you, Run4me and Run4me Ltd that you are a self-employed individual (including from a labour, social security and taxation perspective)) and otherwise comply with all statutory workers compensation requirements. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.
8.4 You understand and acknowledge that your private motor vehicle insurance policy, including any insurance coverage held via a commercial arrangement you have with a vehicle rental or leasing provider, may not afford liability, comprehensive, collision, medical payments, first or third party no fault personal injury protection, uninsured motorist, underinsured motorist or other coverage for any this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance
8.5 Run4me Ltd may maintain during the term of this Agreement motor vehicle insurance related to your provision of Delivery Services as determined by Run4me Ltd in its reasonable discretion, provided that Run4me Ltd and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your motor vehicle. Should Run4me Ltd procure insurance related to your provision of Delivery Services, Run4me Ltd may cancel such coverage at its sole discretion at any time. You are required to promptly notify Run4me Ltd of any accidents that occur while providing Delivery Services and to cooperate and provide all necessary information related thereto.
9. Representations and Warranties; Disclaimers
9.1 By You. You hereby represent and warrant that:
(a) you have full power and authority to enter into this Agreement and perform your obligations hereunder;
(b) you have not entered into, and during the term will not enter into, any agreement that would prevent you from complying with this Agreement; and
(c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licenses, registrations and other governmental authorizations necessary to provide
(d) Delivery Services using the Transportation Method pursuant to this Agreement, and (ii) delivery services to third parties in the Territory generally.
This clause 9.2 applies only to the maximum extent permitted by applicable law and does not (and is not intended to) override any rights that you have pursuant to applicable law, including New Zealand consumer law. Run4me, Run4me Ltd and their Affiliates (as applicable) provide, and you accept, the Run4me Services and Provider App on an “as is” and “as available” basis. Run4me, Run4me Ltd and their Affiliates do not represent, warrant or guarantee that your access to or use of the Run4me Services or Provider App: (a) will be uninterrupted or error free; or (b) will result in any requests for Delivery Services. Run4me, Run4me Ltd and their Affiliates function as on-demand lead generation and related service providers only and Run4me, Run4me Ltd and their Affiliates make no representations, warranties or guarantees as to the actions or inactions of Users or Delivery Recipients who may request or receive Delivery Services from you, and Run4me, Run4me Ltd and their Affiliates do not screen or otherwise evaluate Users or Delivery Recipients. By using the Run4me Services and Provider App, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Run4me Services or Provider App. Run4me and Run4me Ltd do not represent, warrant or guarantee the safety of any items provided to you for Delivery Services. Notwithstanding the Delivery Fee collection facilitation provided by Run4me (or its Affiliates), Run4me, Run4me Ltd and their Affiliates expressly disclaim all liability for any act or omission of you, any User, any Delivery Recipient or other third party.
9.3 No Service Guarantee.
This clause 9.3 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including New Zealand consumer law. Run4me, Run4me Ltd and their Affiliates do not guarantee the availability or uptime of the Run4me Services or Provider App. You acknowledge and agree that the Run4me Services and Provider App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Run4me Services and Provider App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Run4me, Run4me Ltd and their Affiliates are not responsible for any delays, delivery failures, or other damages, liabilities or losses resulting from such problems.
you provide pursuant to coverage, it is your responsibility, not Run4me’s or Run4me Ltd ‘s, to resolve them with your insurer(s).
Youshall indemnify,defend(atRun4me’sandRun4me Ltd’soption)andholdharmlessRun4me,Run4me Ltdand their Affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, losses, costs, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, Delivery Recipients, regulators and governmental authorities) directly or indirectly related to your provision of Delivery Services or use of the Run4me Services (“Losses”). Your liability under this clause shall be reduced proportionately if, and to the extent that, Run4me or Run4me Ltd directly caused or directly contributed to any such Losses.
10.2 Tax Indemnity.
You shall comply with all of your obligations under tax and social security laws to the extent applicable to this Agreement. You shall indemnify Run4me, Run4me Ltd and their Affiliates from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on Run4me, Run4me Ltd and/or their Affiliates as a result of your failure to comply with any of your tax obligations. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) (“Tax Liabilities”) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between Run4me or Run4me Ltd and you by the Dutch or New Zealand taxation, fiscal or social security authority or the taxation, fiscal or social security authority of any other country or labour authority. The indemnity set out in this clause 10.2, insofar as it relates to a finding by a judicial body or legislative authority of competent jurisdiction that there is an employment relationship between you and Run4me, Run4me Ltd or an Affiliate of Run4me or Run4me Ltd , applies only to that proportion of Run4me’s or Run4me Ltd ‘s liability that directly or indirectly relates to or arises from you holding yourself out to be an employee of Run4me, Run4me Ltd or any of their Affiliates, or any other act or omission by you that is not expressly authorised by Run4me or Run4me Ltd and would reasonably suggest to a third party that you are an employee of Run4me, Run4me Ltd or any of their Affiliates.
Limitation of Liability.
This clause 11 applies only to the maximum extent permitted by applicable law and does not (and is not intended to) override any rights that you have pursuant to applicable law, including New Zealand consumer law. Run4me, Run4me Ltd and each of their Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage or loss, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for the obligations on Run4me Ltd to pay amounts due to you pursuant to clause 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of Run4me, Run4me Ltd and/or their Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Run4me Ltd hereunder in the six (6) month period immediately preceding the event giving rise to such claim. You acknowledge and agree that any and all claims you have or purport to have against Run4me, Run4me Ltd and/or their Affiliates should be notified to Run4me, Run4me Ltd and/or their Affiliates within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so. These limitations do not purport to limit liability that cannot be excluded under applicable law.
Term and Termination
This Agreement shall commence on the date executed by you (electronically or otherwise) and shall continue until terminated as set forth herein.
Either party may terminate this Agreement: (a) without cause at any time upon thirty (30) days’ prior notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Run4me Ltd may restrict you from using the Run4me Services and/or Run4me may deactivate or otherwise restrict you from accessing or using the Provider ID and/or Provider App immediately, without notice, in the event you no longer qualify, under applicable law or the standards and policies of Run4me, Run4me Ltd , and their Affiliates, to provide Delivery Services or to operate your Transportation Method, or as otherwise set forth in this Agreement.
12.3 Effect of Termination.
Upon termination of the Agreement, you shall immediately delete and fully remove the Provider App from Your Devices. Outstanding payment obligations and clauses 1, 2.2, 2.3, 2.4, 4.8, 4.9, 4.10, 5, 6, 7, 9, 10, 11, 12.3, 13, 14 and 15 shall survive the termination of this Agreement.
13.1 Run4me Ltd and Run4me are providing the limited payment services set out in the Recitals above, except as otherwise expressly provided herein. This Agreement is not an employment agreement, and does not create an employment, independent contractor or worker relationship (including from a labour law, tax law or social security law or insurance perspective), joint venture, partnership or agency relationship. You have no authority to bind Run4me, Run4me Ltd and/or their Affiliates, or hold yourself out as an employee, independent contractor, worker, agent or authorized representative of Run4me, Run4me Ltd and/or their Affiliates. Run4me’s facilitation of Delivery Fee payments from users to you does not alter this relationship at all.
13.2 Where, by implication of mandatory law or otherwise, you may be deemed an employee, worker, agent or representative of Run4me, Run4me Ltd or an Affiliate of Run4me or Run4me Ltd , you undertake and agree to indemnify, defend (at Run4me’s, Run4me Ltd ‘s or the applicable Affiliate’s option) and hold Run4me, Run4me Ltd and their Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship. The indemnity set out in this clause 13.2 , insofar as it relates to a finding by a judicial body or legislative authority of competent jurisdiction that there is an employment relationship between you and Run4me, Run4me Ltd or an Affiliate of Run4me or Run4me Ltd , applies only to that proportion of Run4me’s or Run4me Ltd ‘s liability that directly or indirectly relates to you holding yourself out to be an employee of Run4me, Run4me Ltd or any of their Affiliates, or any other act or omission by you that is not expressly authorised by Run4me or Run4me Ltd and would reasonably suggest to a third party that you are an employee of Run4me, Run4me Ltd or any of their Affiliates. You expressly agree that where required or implied by applicable law or otherwise, you may be deemed an employee, agent or representative of Run4me, Run4me Ltd or an Affiliate of Run4me or Run4me Ltd , any payments made to you will be taken to be inclusive of (i) superannuation contribution amounts; and (ii) amounts equivalent to all taxes (including but not limited to income taxes) payable by you in respect of those payments, in each case that Run4me, Run4me Ltd (or any of their Affiliates) may otherwise be required to pay under applicable law.
Run4me and Run4me Ltd reserve the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the online portal available to you on the Run4me Services. Run4me and Run4me Ltd reserve the right to modify any policies or information referenced at hyperlinks from this Agreement from time to time. Run4me Ltd or Run4me will provide you with at least fourteen (14) days’ notice in the event of a material change to any clause of this Agreement, provided that in such event you have the right to terminate the Agreement immediately upon receiving notice from Run4me Ltd or Run4me. You hereby acknowledge and agree that, by using the Run4me Services, or the Provider App, you are bound by any future amendments and additions to information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Delivery Fee Calculations. Continued use of the Run4me Services or Provider App after any such changes shall constitute your consent to such changes.
14.2 Supplemental Terms and Addenda.
Supplemental terms may apply to your use of the Run4me Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Addenda to this Agreement (individually “Addendum” as defined above) may also apply, as made available and as updated by Run4me or Run4me Ltd from time to time. You may be presented with certain Supplemental Terms and/or Addenda from time to time which shall be deemed a part of, this Agreement. Run4me Ltd or Run4me will provide you with fourteen (14) days’ notice in the event that it adds or modifies Supplemental Terms or Addenda in a manner that materially alters your rights under the Agreement, provided that in such event you shall have the right to terminate the Agreement immediately upon receiving notice from Run4me Ltd . Supplemental Terms and Addenda shall prevail over this Agreement in the event of a conflict.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the remainder of this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable (part of the) provision with a (part of a) provision that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable (part of the) provision, given the contents and purpose of this Agreement.
You may not assign or transfer this Agreement or any of your rights or obligations hereunder, in whole or in part, without the prior written consent of Run4me and Run4me Ltd . Each of Run4me and Run4me Ltd may assign or transfer this Agreement or any or all of their respective rights or obligations hereunder, in whole or in part, under this Agreement without consent or notification. Should Run4me or Run4me Ltd do so, you have the right to terminate this Agreement immediately, without prior notice.
14.5 Entire Agreement.
This Agreement, including the recitals, terms contained in any hyperlinks referenced in this Agreement and all applicable Supplemental Terms and Addenda, together constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.
14.6 No Third Party Beneficiaries except for Run4me’s and Run4me Ltd ‘s Affiliates.
You acknowledge that there are no third party beneficiaries to this Agreement, except for Run4me’s and Run4me Ltd ‘s Affiliates. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims and the provisions of sections 10 to 20 of the Contract and Commercial Law Act 2017 shall not apply to this Agreement (to the extent permitted by law), except with respect to Run4me’s and Run4me Ltd ‘s Affiliates.
Any notice delivered by Run4me or Run4me Ltd to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Run4me Services. Any notice delivered by you to Run4me or Run4me Ltd under this Agreement must be delivered by contacting Run4me or Run4me Ltd at t.Run4me.com/partner-contact. Additional Territory-specific notices may be required from time to time.