Uber Central Product Addendum to the Uber for Business General Terms and Conditions - Australia
The company identified within this sign-up page (“Company”) hereby accepts and agrees to this Uber Central Product Addendum (“Product Addendum”) to the Uber for Business General Terms and Conditions (“General Terms”) which constitutes a legally binding agreement by and between Company and Uber Pacific Pty Ltd, an Australian company registered in New South Wales (ABN 96 622 366 116), registered at PKF Lawler Sydney, Level 8, 1 O’Connell Street, Sydney NSW 2000, Australia (“Uber”); and with respect to Uber Connect only, a legally binding agreement by and between Company, Uber and Portier Pacific Pty Ltd, an Australian company registered in NSW South Wales (ABN 28 622 365 459) (“Portier Pacific”). Capitalised terms used but not otherwise defined herein shall have the meaning ascribed to such terms in the General Terms. In the event of any conflict between the terms of the General Terms and this Product Addendum, the terms of this Product Addendum shall govern.
This Product Addendum sets forth the terms under which a Company may utilise the Dashboard to enable Uber Central. Company’s use of Uber Central is subject to this Product Addendum, as may be modified or updated by Uber as set forth in section 12.10 (‘Modifications’) of the General Terms.
1. Definitions
The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below:
“Active User” means an individual with an active personal Uber user account for the Uber Service, the creation of which includes (i) registering with Uber or its Affiliate for an account for the Uber Service; and (ii) accepting the End User Terms.
“Central User” means an Active User or Guest User.
“Central User Data” has the meaning set forth in section 2.2.
“Connect Delivery Services” has the meaning set forth in section 3.1.2.
“Delivery Person” has the meaning set forth in section 3.1.3.
“Designated Recipient” means an individual authorised by a Central User to provide information to Uber or its Affiliate and receive notifications from Uber or its Affiliate, including but not limited to SMS messages, regarding such Central User’s trip.
“Guest User” means an individual who is not an Active User.
“Package” means a package which includes both the content and the materials for its containment.
“Uber Central” means the Uber for Business product that, in connection with the Uber Service, enables Company to request rides, or deliveries through Uber Connect when available, for or on behalf of Company’s customers, clients, or other authorised individuals.
“Uber Central Services” means the administrative services provided by Uber or its Affiliates to facilitate Company’s access to Uber Central including account and customer management, billing, onboarding, and training services.
“Uber Connect” means the Uber product (also known as ‘Uber Package’) that, in connection with the Uber Service, enables Company to request delivery services from Portier Pacific through the Uber Central product.
2. Provision of Services to Company
2.1. Access to Services. (a) Upon Company’s acceptance of this Product Addendum, Uber or its Affiliate will enable Company to access Uber Central via the Dashboard. For the avoidance of doubt, access to the Dashboard is provided by an Uber Affiliate. (b) In addition to the Dashboard features described in the General Terms, the Dashboard will enable Company to (i) request rides for or on behalf of Central Users; (ii) request deliveries in geographic locations within Australia where Uber Connect is available (“Territory”), and (iii) view a monthly statement setting forth trips and deliveries requested for or on behalf of Central Users. (c) Company expressly acknowledges and agrees that: (i) any and all transportation services provided to Central Users are provided neither by Uber nor by Company, but by independent third party transportation providers; (ii) Company relays requests for transportation services or delivery services for or on behalf of Central Users; and (iii) Uber is not a provider of items or delivery services and that Portier Pacific provides delivery services. (d) Company acknowledges that any Administrator utilising Monthly Billing will incur User Charges to the account of Company, and not to the applicable Central User's personal account or credit card.
2.2. Active Users; Guest Users; Designated Recipients. (a) Prior to requesting the Uber Service for or on behalf of any Central User, Company shall obtain from the Central User and submit to Uber the following information with respect to such Central User: (i) first and last name; (ii) active telephone number; (iii) pick-up and drop-off location; and (iv) pick-up time and other optional trip related data (e.g. billing code, room number, trip purpose, and message to Delivery Person or driver partner) (“Central User Data”), in order to permit Uber to confirm whether such Central User is an Active User or a Guest User and for purposes described in this Product Addendum, including in relation to the Connect Delivery Services. Company shall ensure that all data provided to Uber is accurate and complete, and Uber and Portier Pacific shall not be liable to Company, any Central User or any other party with respect to inaccurate or incomplete data supplied by Company. (b) Company shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Company requests the Uber Service. Neither Uber nor Portier Pacific shall have responsibility for contacting or providing messaging of any sort pursuant to this Product Addendum to any individual who is not an Active User. (c) Company acknowledges that any Central User may be suspended or banned from use of the Uber Service due to future or past violations of the End User Terms or the Community Guidelines, as may be updated by Uber from time to time, ("Violations"), and that in those circumstances Uber shall have no obligation or liability to provide any such Central User access to utilise the Uber Service. (d) Company may provide to Uber or its Affiliate the name and phone number of Designated Recipient(s) in order for Uber or its Affiliate (at Uber’s or its Affiliate’s sole discretion) to provide notifications and detailed trip information, including real-time trip status, regarding a Central User’s trip or a delivery to such Designated Recipient, including via SMS. Neither Uber nor Portier Pacific shall be liable to Company, any Central User, any Designated Recipient, or any other party with respect to inaccurate or incomplete information supplied by Company related to any Designated Recipient.
2.3. Restrictions. Company agrees to, and to take all reasonable steps to ensure all Central Users, use the Uber Service and Uber App solely as set forth in this Product Addendum, the General Terms, and the End User Terms. In the event of a conflict between this Product Addendum, the General Terms and the End User Terms with respect to Company or any authorised Central User or an Administrator employing Monthly Billing with the Uber Service, the terms of this Product Addendum shall control, followed by the General Terms, then the End User Terms. Uber reserves the right to suspend Company’s use or any Administrator’s use of Uber Central and the Corporate Account for violations of this Product Addendum, the General Terms or the End User Terms.
3. Uber Connect Terms
3.1. Uber Connect Services
3.1.1. Company acknowledges that the availability of and Company’s access via Uber Central to Uber Connect is at Uber’s sole discretion and Uber may, acting reasonably, cease Company’s access to Uber Connect via Uber Central at any time and for any legitimate business reason.
3.1.2. Where Uber Connect is made available to Company via Uber Central, Company may place requests to Portier Pacific to deliver a Package to a designated address within the Territory (“Connect Delivery Services”). Company may request Connect Delivery Services for a ‘Package’ or a ‘Small Package’.
3.1.3 Portier Pacific may subcontract a third party service provider (“Delivery Person”) who will collect Packages from Company’s selected pick up location and deliver those Packages to the designated address. A Delivery Person is not an employee of Portier Pacific or any of its Affiliates and may delegate to another person to provide such delivery services on their behalf.
3.1.4 Connect Delivery Services are offered in designated areas as communicated via Uber Central from time to time (“Connect Active Area”). Neither Portier Pacific nor Uber guarantee that the Connect Delivery Services will be available in the Connect Active Area at all times.
3.1.5 For each Connect Delivery Service requested, Portier Pacific will endeavour to ensure that the Packages will be picked up and delivered as soon as reasonably possible. Unfortunately, independent factors such as traffic and weather, as well as the actions or inactions of a Delivery Person may cause delays in the provision of delivery services.
3.1.6 Company acknowledge and agree that Connect Delivery Services are available for sending Packages up to AUD $100 in value. The disclaimers, limitations and exclusions set out in sections 9 and 11 of the General Terms apply to the use of Connect Delivery Services, including any loss or damage to Packages provided for delivery. If a Package is lost or damaged in transit, the Uber Connect loss or damage policy available here may apply.
3.1.7 Subject to section 3.1.8, but otherwise notwithstanding anything else in this section 3 and to the maximum extent permitted by law, in no event shall Uber, Portier Pacific or their Affiliates’ total liability to Company in connection with the Connect Delivery Services for all damages, losses and causes of action (whether in contract, in tort (including negligence), in equity, by operation of law or otherwise) exceed one hundred Australian dollars (AUD $100) plus the value of the Connect Delivery Services requested by Company at the relevant time.
3.1.8 The limitations on Uber, Portier Pacific or their Affiliate's liability for Connect Delivery Services under section 3.1.7 do not apply to any damages, losses and causes of action (whether in contract, in tort (including negligence), in equity, by operation of law or otherwise) that arise from death, personal injury or damage to tangible property directly caused by the fraud, negligence or wilful misconduct of Uber, Portier Pacific or any of their Affiliates, or their employees, agents or contractors, including a Delivery Person.
3.1.9 Uber, Portier Pacific and their Affiliates do not maintain insurance for loss, damage or theft. Company should contact an insurance agent or broker if insurance coverage is desired. Uber, Portier Pacific and their Affiliates do not provide insurance coverage.
3.2. Central Users and Uber Connect. Prior to requesting a delivery through Uber Connect, Company must collect and submit to Uber information about the primary third party sender(s) and/or recipient(s) of the items, including first and last name, active telephone number, pick-up and drop-off location, and other optional trip related data (e.g. billing code, room number, trip purpose, and message to a Delivery Person) in accordance with section 2, and such individual(s) will be considered Central User(s) and such information will be considered Central User Data.
3.3. Prohibited Items. Company may not use or access Connect Delivery Services to send any prohibited items (“Prohibited Items”). The current list of Prohibited Items is published online here by Uber, Portier Pacific or their Affiliates (as updated from time to time). Uber, Portier Pacific or their Affiliates retain the discretion to prohibit additional items from time to time. It is Company’s responsibility to check the current list of Prohibited Items each time Company uses the Connect Delivery Services. Depending on the location of the request for Connect Delivery Services, there may be additional Prohibited Items or restrictions on the use of Connect Delivery Services for specific categories of items.
3.4 Delivery Restrictions and Obligations.
3.4.1 Company must ensure that the Package(s), together, for a request selecting the ‘Package’ delivery request option: (i) are not greater than 20 kilograms; (ii) fit comfortably in the boot of a mid-size motor vehicle; and (iii) do not have a total value greater than AUD $100.
3.4.2 Company must ensure that the Package(s), together, for a request selecting the ‘Small Package’ delivery request option: (i) are not greater than 5 kilograms; (ii) fit comfortably in the delivery bag of a motorbike or bicycle; and (iii) do not have a total value greater than AUD $100.
3.4.3 Company must prepare, appropriately package and securely close and seal the Package(s) for safe delivery. Company acknowledges that Portier Pacific is not responsible for packaging items.
3.4.4. Company must ensure that Packages are readily available for pickup upon arrival of a Delivery Person at the requested pickup location.
3.4.5. Company acknowledges that Delivery Persons are not responsible for leaving their vehicles or loading or unloading Packages from their vehicles.
3.4.6. Company agrees to instruct the applicable personnel or Central Users at the pickup and dropoff locations to meet the Delivery Person at their vehicle and load or unload the Package from the vehicle. Company agrees that it is responsible for communicating with applicable personnel or Central Users at the pickup and dropoff locations to inform them of the Delivery Person’s arrival in order to facilitate timely pickups and dropoffs.
3.4.7. Company understands that the Delivery Person will not purchase items requested for delivery.
3.4.8. If Company uses Uber Connect to arrange delivery services and send food or beverages not otherwise prohibited by this Product Addendum, Company assumes full responsibility for such items after delivery, including any damage due to temperature sensitivity and/or tampering. Company further assumes full responsibility for chilling any perishables immediately upon delivery to help maintain the safety and quality of such items.
3.5. Refusal or Rejection of Deliveries.
3.5.1 Company acknowledges and agrees that there may be circumstances where a delivery may be cancelled after acceptance for any reason, including where a Delivery Person declines to pick up or deliver the Package(s). Company acknowledges and agrees that Company is responsible for ensuring that anyone who has contact with a Delivery Person or any other person as part of the Connect Delivery Services requested by Company, complies with the Community Guidelines and for Company, this Agreement.
3.5.2. Company understands that if a Delivery Person refuses to accept a Package because it does not meet the package requirements in section 3.4, or the Package contains a Prohibited Item, or because the Delivery Person is asked to purchase such item, Company may be responsible for: (1) a cancellation fee; and (2) any Return Fees. Cancellation fees will be considered User Charges.
3.6. Delivery, Redelivery, and Undeliverable Packages.
3.6.1. If a delivery is not able to be completed because, for example, the recipient is not at the delivery location to accept the delivery, the Delivery Person is not able to contact Company, or the delivery otherwise cannot be completed according to Company’s dropoff instructions, Portier Pacific will attempt to arrange for the return of the items to Company. Company acknowledges and agrees that Company may be charged by Portier Pacific for any costs associated with a delivery failure or a return delivery (“Return Fees”) except where the return, redelivery or disposal arises from any fraudulent, unlawful or negligent act or omission by Uber or Portier Pacific or a Delivery Person. Return Fees will be considered User Charges.
3.6.2. If the Delivery Person is not able to return the Package, Company acknowledges and agrees that the Package may be left at the original pickup location, an alternative location as instructed by Company, or, provided Company sends the Delivery Person written instruction via the Uber Service, at the delivery location. To the extent feasible and if requested by Company, Portier Pacific will also attempt to facilitate an exchange of the undelivered items between Company and the Delivery Person. Company acknowledges and agrees that Company may be charged additional reasonable fees by Portier Pacific in connection with the return, redelivery or disposal of the Package, which will also be considered Return Fees, except where the return, redelivery or disposal arises from any fraudulent, unlawful or negligent act or omission by Uber or Portier Pacific or a Delivery Person.
3.6.3 Company acknowledges that neither Uber, Portier Pacific nor any of their Affiliates nor any Delivery Person takes any title to Packages. Portier Pacific will have control and care of the Package in accordance with this Product Addendum, until the Connect Delivery Services are completed, end or are cancelled, including where the Package is returned, redelivered or disposed of.
4. Fees and Payments
4.1. Service Fees and User Charges. (a) Where applicable, Company will pay a monthly fee to Uber for the Uber Central Services (a “Service Fee”), which shall equal the amount set forth during the account creation (if any) or as otherwise assessed by Uber after providing at least thirty (30) days’ prior written notice of such fee to Company. During this notice period, Company has the right to terminate the Agreement or any Product Addendum in accordance with section 3 (‘Term and Termination’) of the General Terms. (b) Company shall pay all User Charges in respect of transportation services and delivery services procured by Company from independent third party transportation providers and Portier Pacific respectively via its use of Uber Central. Such User Charges shall be paid for through the payment card associated with the Corporate Account, unless Company participates in Monthly Billing, in which case Company shall pay such User Charges in accordance with section 5 of the General Terms. Company acknowledges and agrees that (i) Company makes payment of User Charges for transportation or other services that are obtained for or on behalf of Central Users through the use of the Uber Service; and (ii) unless otherwise indicated in the Agreement, the User Charges are not consideration for any service or other supply provided by Uber.
4.2. Billing Options. (a) Pursuant to section 5 of the General Terms, Uber may, in its sole discretion, elect to qualify Company to participate in Monthly Billing. (b) If Company does not participate in Monthly Billing (i) User Charges incurred in connection with this Product Addendum shall be paid through the payment card associated with the Corporate Account; and (ii) if applicable, Uber shall charge Company for Service Fees incurred during each calendar month of the Term in which Monthly Billing was not utilised (each a “Service Fee Invoice”). All fees under each Service Fee Invoice (if any) shall become due and payable upon the issuance of such Service Fee Invoice.
4.3. Nonpayment. Uber reserves the right to immediately charge the Company card in the event that any Monthly Statement has not been paid as of the applicable due date. Uber reserves the right to immediately suspend Company's account and suspend any or all Monthly Billing in the event of any unpaid fees by Company due to past due Monthly Statements (as applicable), an invalid card on the Corporate Account, or a rejected Company card transaction. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Company to applicable credit reporting agencies, in the event of any unpaid fees hereunder. Reestablishing the Corporate Account after full payment of late fees shall be at Uber's sole discretion (acting reasonably).
5. Privacy and Data Security
5.1. Lawfulness. Company agrees to inform, and have an applicable legal basis to Process Personal Data, and, where necessary, obtain consent from each Central User: (i) to provide Central User Data to Uber; (ii) for Uber to provide Company and any Designated Recipients with detailed information on, and real-time trip status of, the rides or deliveries charged to Company's Corporate Account; and (iii) to receive short message services (“SMS”) and emails from Uber, and for Uber to otherwise contact each Central User for the purpose of providing the Uber Service or to provide any communications pursuant to the General Terms and this Product Addendum.
5.2. Restrictions. Uber shall Process the Central User Data solely for the purposes described in this Product Addendum and in the General Terms.
5.3. Damages. Damages arising from Company’s- breach of this “Privacy and Data Security” section shall not be subject to the limits of liability set forth in the General Terms.
6. Effect of Termination
All outstanding payment obligations and sections 4-8 shall survive the termination of this Product Addendum.
7. Warranty
7.1. Warranties. In addition to the warranties set forth in the General Terms, Company represents and warrants that Company has obtained rights, permission and legally adequate consent from Central Users: (a) to share such Central User’s personal data with Uber; (b) to receive SMS messages from Uber in connection with Uber Central and the Uber Service; and (c) for Uber to provide Company and any Designated Recipients with detailed trip information, including real-time trip status, for the rides or deliveries charged to Company’s account. In addition to the warranties set forth in the General Terms, Company represents and warrants that Company has obtained the rights, permission and legally adequate consent from Designated Recipients (i) to share such Designated Recipient’s personal data with Uber and (ii) to receive SMS messages from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum. Company acknowledges that it may elect to utilise the Dashboard to request the Uber Service for, and provide access to Monthly Billing on behalf of, Guest Users. Any such election is at Company's sole discretion, and, in addition to Company’s indemnity obligations under the General Terms, Company therefore will indemnify, defend and hold harmless Uber, its Affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney's fees) with respect to any third party claim arising out of or related to the use of the Uber Service by any Guest User.
7.2. Limitation of liability. Damages arising from Company’s breach of this “Warranty” section shall not be subject to the limits of liability set forth in section 11 of the General Terms.
8. Indemnification
8.1. Indemnity. In addition to Company’s indemnity obligations set forth above and in the General Terms, Company will also indemnify, defend and hold harmless Uber, Portier Pacific and their Affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses (including reasonable attorney's fees) with respect to any third party claim arising out of or related to: (a) the use of Uber Connect by any Central User or Designated Recipient; (b) any personal injury or damage to property arising from the items requested by Company for delivery using Uber Connect; or (c) Company’s inclusion of a Prohibited Item in a package for delivery using Uber Connect (together “Losses”).
8.2. Claims. Uber shall provide prompt notice to Company of any potential claim subject to indemnification hereunder. Company will assume the defense of the claim through counsel designated by it and reasonably acceptable to Uber. Company will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of Uber, which will not be unreasonably withheld. Uber will reasonably cooperate with Company in the defense of a claim, at Company’s expense.
8.3. Proportionate liability. Company’s liability under this section 8 shall be reduced proportionately if, and to the extent that, Uber, its Affiliates or their respective employees, agents or contractors directly caused or contributed to any such Losses.
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