Fleetree and Vendor Agreement

DIGITAL AGREEMENT BETWEEN FLEETREE PTY LTD AND VENDOR

Fleetree Vendor Agreement

I. Introduction

1.1 Overview

This Vendor Agreement (“Agreement”) is entered into between Golden Deer Solutions Pty Ltd, trading as Fleetree, ACN 653 825 382, a company registered in Australia (“Fleetree”), and you (“Vendor”). This Agreement outlines the terms and conditions under which the Vendor may use Fleetree’s online fleet management platform and associated services.

1.2 Purpose

The purpose of this Agreement is to define the roles, responsibilities, and obligations of both Fleetree and the Vendor in relation to the services provided by Fleetree’s online platform.

1.3 Effective Date

This Agreement becomes effective upon the Vendor’s acceptance of these terms and conditions, either by clicking “I Accept” , checking the box during the online registration/Login process or by using Fleetree’s services.

1.4 Definitions

“Vendor” refers to the individual or entity entering into this Agreement with Fleetree.
“Driver” refers to the individual who uses the Vendor’s services facilitated through Fleetree’s platform.
“Platform” refers to Fleetree’s online fleet management system, accessible via web portal or mobile application.
“Services” refers to the functionalities provided by Fleetree’s platform, including but not limited to fleet management, payment processing, and record-keeping.
“Third-Party Service Providers” refers to external companies or individuals that provide services to Fleetree or the Vendor, such as payment gateways or identity verification systems.

II. Acceptance of Terms

2.1 Agreement Acceptance

By using the Fleetree platform, services, or software provided through or in connection with the service, including through a mobile device (“Service”), you signify your agreement to comply with all of the terms and conditions contained herein (“Vendor Agreement”).

2.2 Modifications to the Agreement

Golden Deer Solutions Pty Ltd, trading as Fleetree, reserves the right, at its sole discretion, to modify or replace this Vendor Agreement at any time. If a revision is material, Fleetree will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Fleetree’s sole discretion.

2.3 Continued Use

Your continued use of the Service after any such changes constitutes your acceptance of the new Vendor Agreement. If you do not agree to abide by these or any future Vendor Agreement, do not use or access (or continue to use or access) the Service.

2.4 Electronic Acceptance

Your electronic acceptance of this Agreement, either by clicking on the “I Agree” button during the registration process, clicking on checkboxes, or through other electronic means, as well as by otherwise using the Fleetree Platform, shall have the same legal effect as if you had physically signed this Agreement.

III. Parties Involved

3.1 Fleetree

This Vendor Agreement (“Agreement”) is entered into by and between Golden Deer Solutions Pty Ltd, trading as Fleetree, with its principal place of business at [Address], ACN 653 825 382 (“Fleetree”).

3.2 Vendors

The term “Vendor” refers to the individual or legal entity that has registered for an account on the Fleetree platform to use the Service for managing their fleet.

3.3 Drivers

The term “Driver” refers to the individual who has registered for an account on the Fleetree platform to use the Service for renting vehicles from Vendors.

3.4 Third-Party Service Providers

The term “Third-Party Service Providers” refers to any other parties involved in the provision of the Service, including but not limited to payment gateways and identity verification systems (“DVS”).

3.5 Agreement Binding on Related Parties

This Agreement is binding on all parties involved, including Fleetree, Vendors, Drivers, and Third-Party Service Providers.

IV Applying for Membership

4.1 Membership Application Process

You can apply for Membership using the online application form available on the Fleetree website or mobile application. By submitting a Membership Application, you agree to the following:

a) You meet the Eligibility Requirements as outlined in Section V (Member Eligibility Criteria) of this Agreement at the time of submitting the Membership Application.
b) Fleetree or its third-party payment processor may provide credit to you for the use of the Service. As such, you consent to Fleetree or its third-party payment processor communicating with a credit reporting agency as described in Schedule 1.

4.2 Notification of Changes in Eligibility

You must inform Fleetree immediately if you cease to meet any of the Eligibility Requirements.

4.3 Discretionary Acceptance or Rejection of Membership

Fleetree reserves the right to accept or reject any Membership Application at its sole discretion.

4.4 Accuracy of Information

You warrant that all information provided by you to Fleetree in your Membership Application or at any time while you are a Member, including but not limited to your name, address, email address, and information about your Driving History or credit record, is true and correct. You must ensure that all information provided by you is current and up to date.

4.5 Identity Verification

You permit Fleetree and its Affiliates to verify your identity, including using the Document Verification Service (‘DVS’) to confirm that the personal information you provide in your identity documents matches the information held by the agency that issued that document. The use of DVS may involve third-party systems and services.

4.6 Indemnification for Incorrect Information

You must indemnify Fleetree and its Affiliates for any claim or loss suffered as a result of any information that you provide being incorrect or misleading in any way, whether intentionally or otherwise.

4.7 Corporate Memberships

If you agree to these terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these terms. In such an event, “you” and “your” will refer to that company or other legal entity.

4.8 Agreement Applicability

This clause 4 and clause 5 (Member Eligibility Criteria) apply from the time you submit a membership application. The rest of this Agreement applies when Fleetree gives you notice that your Membership Application is accepted.

V Member Eligibility Criteria

5.1 General Criteria for All Members

All members, whether vendors or drivers, must meet the following general criteria:

a) Be at least 18 years of age.
b) Possess a valid email address and mobile phone number.
c) Agree to all terms and conditions outlined in this Agreement.
d) Successfully complete the Fleetree identity verification process.

5.2 Additional Criteria for Vendors

In addition to the general criteria, vendors must also:

a) Be a registered business entity, either as a sole proprietor, partnership, or corporation.
b) Provide all necessary business and tax identification numbers.
c) Possess a valid commercial driving license and any other required permits.
d) Own or have legal authority over the vehicles to be listed on the Fleetree platform.
e) Maintain all necessary insurances, including but not limited to vehicle insurance and liability insurance.

5.3 Additional Criteria for Drivers

In addition to the general criteria, drivers must also:

a) Possess a valid driving license.

b) Have a clean driving record, free of any major traffic violations for the past three years.

c) Agree to undergo periodic driving record checks.

d) Maintain personal auto insurance that meets or exceeds the minimum requirements set by law.

e) not have been convicted of, or have any pending convictions for, a criminal offence in any jurisdiction;

f) hold a full unrestricted driver licence (unless, if you are an Owner, otherwise agreed in writing)

5.4 Right to Update Criteria

Fleetree reserves the right to update or modify the Member Eligibility Criteria at any time. Existing members may be required to meet any new criteria to continue using the service.

5.5 Disqualification

Failure to meet any of the above criteria may result in the rejection of your Membership Application or the termination of your existing membership.

VI. Incorporation of Policies; Changes to this Agreement

6.1 Incorporation of Policies

By agreeing to this Vendor Agreement, you also agree to comply with all of Fleetree’s policies, including but not limited to:

a) Privacy Policy
b) Payment Policy
c) Vehicle Usage Policy
d) Data Security Policy
e) Dispute Resolution Policy

These policies are incorporated by reference and form an integral part of this Agreement. Failure to comply with any of these policies may result in termination of your membership.

6.2 Notification of Changes

Fleetree reserves the right to modify or amend this Agreement and any of its policies at any time. Members will be notified of any changes through:

a) Email notifications
b) Updates on the Fleetree platform
c) SMS alerts

6.3 Effective Date of Changes

Changes to this Agreement or any incorporated policies will become effective immediately upon notification, unless otherwise specified. Continued use of the Fleetree platform after such changes constitutes your acceptance of the new terms.

6.4 Member’s Responsibility

It is the member’s responsibility to regularly review this Agreement and all incorporated policies. Ignorance of any changes will not serve as a basis for non-compliance.

6.5 Severability of Policies

If any policy or portion of a policy is found to be unenforceable, it will be amended to achieve as closely as possible the same effect as originally drafted. All other policies and portions of policies will remain in full force and effect.

VII. Scope of Services

7.1 Description of Fleetree’s Online Platform

Fleetree provides an online platform accessible via a website that facilitates fleet management for vendors and offers a range of services for drivers. The platform currently operates as a Software as a Service (SaaS) for vendors and drivers, with plans to evolve into a marketplace in the future.

7.2 Fleet Management Functionalities

The Fleetree platform offers the following fleet management functionalities to vendors:

a) Maintenance Scheduling

b) Driver Management

c) Reporting and Analytics
d) Document Management, including Insurance Policy Documents, Fines, Tolls, and Insurance Claims
e) Optional integration with vendor-owned vehicle tracking devices (if available)

7.3 Payment Processing and Wallet Features

a) Payment Gateway: Fleetree uses a third-party payment gateway for secure payment processing.
b) Digital Wallet: Vendors will have a digital wallet within the Fleetree platform where all transactions are recorded.
c) Payouts: Vendors can initiate payouts from their digital wallet to their bank accounts.

7.4 Transaction and Payout Fees

a) Transaction Fees: Fleetree charges a percentage or flat fee per transaction. The specific fee structure is available on the vendor’s dashboard and may be subject to change with prior notice.
b) Payout Fees: One free payout is allowed per day. Additional payouts within the same day will incur a fee.

7.5 Penalty Fees and Conditions

a) Late Payment by Drivers: A penalty fee will be charged to drivers for late payments, accruing daily up to 7 days.
b) Penalty Details: The specific penalty rates and conditions are available in the vendor’s profile on the Fleetree platform.

7.6 Changes to Fees

Fleetree reserves the right to modify its fee structure at any time. Vendors will be notified of any changes through their registered email or via notifications on the Fleetree platform.

7.7 Service Limitations

Fleetree makes no guarantee regarding the uptime of the online platform or the availability of specific features and shall not be liable for any downtime or unavailability.

VIII. Account Creation and Verification

8.1 Information Required for Signup

To create an account on the Fleetree platform, vendors and drivers are required to provide the following information:

Name: Legal name as per government-issued identification.
Email Address: A valid email address for communication and notifications.
Business Information: For vendors, additional business-related information may be required, such as business name and ACN.
Other Information: As defined in the Privacy Policy and sign-up forms, additional information may be required for enhanced functionality and verification.

8.2 Approval Process

After the initial signup, the account will undergo the following approval process:

Preliminary Review: Fleetree will review the submitted information for completeness and accuracy.
Notification: Vendors and drivers will be notified via email about the approval or rejection of their account.
Conditional Use: Until approval, certain features of the Fleetree platform may be restricted.

8.3 Identity Verification

Document Submission: Valid government-issued identification must be submitted for verification.
Document Verification Service (DVS): Fleetree may use DVS or other third-party services to confirm the validity of the submitted identification.
Verification Confirmation: Upon successful verification, vendors and drivers will receive a confirmation email and full access to the Fleetree platform will be granted.

IX. User Representations and Warranties

9.1 Vendor’s Responsibilities

Accurate Information: Vendors must ensure that all information provided during signup and throughout the use of the Fleetree platform is accurate and up-to-date.
Compliance with Laws: Vendors are responsible for complying with all applicable laws and regulations, including but not limited to, vehicle registration, insurance, and safety standards.
Payment Obligations: Vendors are responsible for all transaction fees, payout fees, and any other financial obligations as outlined in this Agreement.
Quality of Service: Vendors must maintain a high standard of service and ensure that all vehicles listed are in good condition and meet all safety requirements.

9.2 Driver’s Responsibilities

Accurate Information: Drivers must provide accurate and current information during signup and while using the Fleetree platform.
Eligibility: Drivers must meet all eligibility criteria as specified in this Agreement.
Safe Driving: Drivers are responsible for operating the vehicle in a safe and lawful manner at all times.
Payment Obligations: Drivers are responsible for timely payments, and any penalties incurred due to late payments will be borne by the driver.

9.3 General Warranties

Authority: By using the Fleetree platform, both vendors and drivers represent and warrant that they have the legal authority to enter into this Agreement.
No Conflicts: Vendors and drivers warrant that their participation in the Fleetree platform does not conflict with any other agreement or obligation.
Indemnification: Vendors and drivers agree to indemnify and hold harmless Fleetree from any claims, damages, or losses resulting from their breach of these representations and warranties.

X. Use of the Service

10.1 Description of Fleetree’s Online Platform and Its Functionalities

Platform Overview: Fleetree provides an online SaaS platform designed to facilitate fleet management, payment processing, and other related services between vendors and drivers.
Fleet Management: Vendors can manage their fleet, including vehicle details, service records, and insurance policies.
Payment Processing: The platform facilitates payments between drivers and vendors, deducting applicable fees before transferring funds to the vendor’s digital wallet.
Digital Wallet: Vendors and drivers can view transaction history, manage payouts, and access other financial functionalities through their digital wallet on the Fleetree platform.

10.2 Use of Platform and Vehicles

Vendor Responsibilities: Vendors are responsible for listing accurate vehicle details, setting appropriate pricing, and ensuring vehicle availability. Vendors assign vehicles to drivers.
Driver Responsibilities: Drivers are responsible for adhering to all terms and conditions set forth by the vendor and making timely payments. Drivers can view records of their vehicle, payments, and other related information but cannot initiate bookings.
Platform Guidelines: All users must adhere to the guidelines and policies set forth by Fleetree, including but not limited to, the terms of this Agreement.

10.3 Driver Limitations

Age Requirement: Drivers must meet the minimum age requirement as specified in the Member Eligibility Criteria.
Driving Record: Drivers must have a clean driving record and meet all other eligibility criteria set forth in this Agreement.
Vehicle Usage: Drivers are limited to using the vehicle for the purposes outlined in the vehicle’s listing and must adhere to any restrictions set by the vendor.

10.4 Liability and Disclaimers

No Liability for Member Actions: Fleetree and its affiliates are not liable for the actions or inactions of any member, including vendors and drivers. All interactions and transactions are at the members’ own risk.
Consumer Guarantees: The service comes with consumer guarantees under the Australian Consumer Law that cannot be excluded. Fleetree gives no additional warranties beyond these consumer guarantees.

10.5 Additional Provisions

Future Changes: Fleetree reserves the right to modify the platform’s functionalities, introduce new features, or transition into a marketplace model in the future.

XI. Use of Vehicle Keys

11.1 Policies Regarding the Use of Vehicle Key

Key Handover: The vehicle key will be handed over to the driver by the vendor at the start of the rental period.
Key Responsibility: Drivers are responsible for the safekeeping of the vehicle key during the rental period.
Lost Key: In the event of a lost key, drivers must report the loss to the vendor immediately. The cost of replacing the key may be charged to the driver.
Unauthorized Duplication: Unauthorized duplication of the vehicle key is strictly prohibited and may result in termination of the driver’s membership.

XII. Member/User Profiles; Use of the Website and Booking, Listing System

12.1 License and Access

License Grant: Subject to the terms of this Agreement, Fleetree grants vendors and drivers a non-exclusive, non-transferable, non-sublicensable, royalty-free license to use the website and associated systems for the purpose of accessing Fleetree services.
Ownership: All intellectual property rights in the website and associated systems remain the property of Fleetree or its licensors.

12.2 Account Creation and Verification

Unique IDs: Upon successful account creation, vendors and drivers will be issued unique identifiers such as VendorID, DriverID, VehicleID, and Vehicle AssignID.
Login Credentials: Users will use their email address and password to log in. These credentials must be kept confidential and secure.

12.3 Use of Booking and Listing Systems

Dashboard Access: Vendors have access to a dashboard for fleet management, transaction history, and initiating payouts.
Driver Access: Drivers can view records related to their assigned vehicles and payments but cannot initiate bookings.

12.4 Profile Management

Profile Creation: A profile will be created using the information provided during the signup process. This profile will be accessible via a user specific section of the website/web-portal.
Profile Updates: Vendors and drivers are responsible for keeping their profile information up-to-date and accurate.

12.5 Intellectual Property and Content

User Content: Vendors and drivers warrant that any content they include in their profiles does not infringe on any third-party intellectual property rights.
License to Fleetree: Users grant Fleetree a non-exclusive, irrevocable, worldwide, assignable, sub-licensable perpetual license to use any content they provide for the purpose of operating and marketing the service.

12.6 Restrictions and Prohibitions

Prohibited Actions: Users may not engage in actions that impair the functionality of the website or associated systems, including but not limited to reverse engineering, data scraping, and unauthorized access attempts.

12.7 Disclaimers and Limitations

Verification: While Fleetree takes reasonable steps to verify information, it does not guarantee the completeness or accuracy of user-provided information and will not be liable for any inaccuracies or misrepresentations.

XIII. Assigning, Accepting and Cancellation of Vehicle Bookings or Assignments

13.1 Vehicle Assignments

Vendor’s Role: Vendors are responsible for assigning vehicles to drivers through the Fleetree dashboard.
Driver’s Role: Drivers cannot initiate bookings but can view details of their assigned vehicles on their dashboard.
Future Changes: The current assignment system may evolve into a reservation system where drivers can initiate bookings.

13.2 Assignment Confirmation

Notification: Once a vehicle is assigned, a confirmation notification will be sent to the driver’s registered email.
Assignment Details: The notification will include essential details such as VehicleID, Vehicle AssignID, and assignment duration.

13.3 Assignment Periods

Minimum Assignment Period: The minimum assignment period is one day.
Maximum Assignment Period: The maximum assignment period is subject to vendor policies and vehicle availability.

13.4 Cancellation Policies

Vendor-Initiated Cancellation: Vendors can cancel vehicle assignments through the dashboard. Cancellation fees may apply.
- Payment Issues: Assignments may be cancelled if PayTo payment agreements are not accepted on time or PayTo agreements are cancelled by drivers before the end date of assignment/mistakenly/ or before returning the vehicle. This is done to ensure accuracy of the system records in relation to payment. Possession of vehicles after cancellations and/or without Vendor’s written permission might be considered illegal and can be reported as theft by Vendor or Fleetree.
Driver-Initiated Cancellation: Currently, drivers cannot cancel assignments. Any cancellation requests must go through the vendor.

13.5 Assignment Modifications

Changes: Any changes to vehicle assignments, such as extension or early termination, must be made by the vendor through the Fleetree dashboard.
Notification: Both vendors and drivers will receive notifications for any changes made to the assignment.

13.6 No-Shows and Penalties

Vendor No-Show: If a vendor fails to assign a vehicle as agreed, penalties may apply as per the terms outlined in the agreement.
Driver No-Show: If a driver fails to take possession of an assigned vehicle, penalties may apply as per the terms outlined in the agreement.

13.7 Dispute Resolution

Disputes: Any disputes related to vehicle assignments or cancellations will be handled as per the “Dispute Resolution” section of this agreement.

XIV. Liability for Damage and Loss

14.1 Vendor Liability

Vehicle Condition: Vendors must ensure that vehicles are in the same condition at the end of the assignment as they were at the beginning.
Damage Reporting: Vendors are responsible for inspecting the vehicle upon its return and reporting any damages to Fleetree and the driver, in accordance with the Damage Policy.
Max Liability: The maximum liability for vendors is the fee paid for that specific month of service.

14.2 Driver Liability

Vehicle Inspection: Drivers must take photographs of the vehicle at the start and end of their assignment, as per the Damage Policy. Failure to do so may result in the driver being held liable for any damages.
Damage Responsibility: Drivers are responsible for all damages and losses that occur during their assignment, regardless of fault.
Max Liability: The maximum liability for drivers is the fee paid for that specific month of service.

14.3 Shared Liability

Immediate Reporting: Both vendors and drivers must report any damages or losses immediately to Fleetree and each other.
Internal Agreements: Vendors and drivers should have their own internal agreements outlining liabilities, which should be in compliance with this agreement.

14.4 Limitations

Force Majeure: Fleetree will not be liable for damages caused by events beyond their reasonable control, such as natural disasters.

14.5 Indemnification

Indemnity Clause: Both vendors and drivers agree to indemnify and hold harmless Fleetree from any claims, damages, or losses arising from their use of the service.

14.6 Notifications and Reporting

Documentation: All incidents must be documented with relevant evidence, such as photographs and police reports, for insurance and dispute resolution purposes.

XV. Use of Vehicles

15.1 Pre-Assignment Checks

Vehicle Inspection: Before starting an assignment, both drivers and vendors are required to take photographs that clearly show all exterior surfaces of the vehicle. These photographs must be uploaded to the Fleetree platform in accordance with the Damage Policy. Vendors should upload the pick-up and drop-off photos immediately at the time of pickup/dropoff. Drivers have 24 hours to raise issues or concerns by commenting on these images, after which the images will be locked permanently. Fleetree serves only as a record-keeping service provider for these images and does not guarantee their authenticity or assume any liability related to them.
Fuel Level: Vendor and Drivers must ensure the fuel gauge shows at least 1/4 full. If not, a photograph of the fuel gauge must be submitted to Fleetree and exchanged between vendor and drivers using their personal means such as SMS, Email or any other.

15.2 Restrictions on Vehicle Use

Valid Assignment: Drivers must not access a vehicle without a valid assignment from the vendor.
Authorized Drivers: Only drivers with a valid DriverID and Driver Licence are permitted to drive the assigned vehicle.

15.3 License Requirements

License Validity: Drivers must not operate the vehicle if their driver’s license has expired, is suspended, or is not of the appropriate category.

15.4 Prohibited Activities

Device Usage: No use of handheld devices while driving.
Cargo Limit: Do not exceed the vehicle’s carrying capacity.
Passenger Limit: Do not exceed the number of available seat belts.
Illegal Activities: No use of the vehicle for illegal activities.
Substance Abuse: No driving under the influence of alcohol or drugs.
Reckless Driving: No reckless or dangerous driving.

15.5 Safety and Compliance

Traffic Regulations: Drivers must adhere to all traffic regulations.
Vehicle Condition: No use of the vehicle in an unsafe or unroadworthy condition.

15.6 Miscellaneous

Smoking and Vaping: No smoking, vaping, or use of e-cigarettes in the vehicle.
Animals: Only certified assistance animals are allowed, and even then, only in appropriate carriers.

15.7 Vendor Responsibilities

Vehicle Assignment: Vendors are responsible for assigning vehicles to drivers and must ensure that all vehicles are in a condition that adheres to the guidelines set forth in this agreement.

15.8 Additional Provisions

Authorized Use: Vehicles can only be used by authorized drivers who have been approved by the vendor and meet all eligibility criteria set forth in this Agreement.
Vehicle Condition: Drivers are responsible for inspecting the vehicle before use and reporting any damage or issues to the vendor immediately.
Prohibited Uses: Vehicles may not be used for illegal activities, racing, towing, or any purpose that violates the terms of this Agreement or the law.
Maintenance: Routine maintenance and repairs are the responsibility of the vendor. Drivers must report any maintenance issues to the vendor immediately.
Fuel Policy: Drivers are responsible for returning the vehicle with the same level of fuel as at the start of the rental period, unless otherwise agreed upon with the vendor.
Vehicle Tracking: While Fleetree does not currently offer fleet tracking devices, vendors may use their own tracking devices. Any such use must comply with applicable laws and regulations.

Emergency Procedures: In case of an accident, theft, or breakdown, drivers must follow the procedures outlined in the “Accidents, Theft, and Breakdowns” section of this Agreement.
Vehicle Return: Drivers must return the vehicle to the agreed-upon location by the end of the rental period, in the same condition as received, barring normal wear and tear.

XVI. Accidents, Theft, and Breakdowns

16.1 Procedures in Case of Accidents

Immediate Actions: Drivers must ensure the safety of all involved, contact emergency services if necessary, and report the accident to the vendor and Fleetree immediately.
Documentation: Drivers must take photographs of the damage, obtain witness statements, and submit all information to Fleetree and the vendor within 48 hours.
Legal and Insurance Cooperation: Drivers and vendors must assist in any legal actions, cooperate with insurance providers, and not make any admission of liability without prior consent from Fleetree.

16.2 Procedures in Case of Theft

Immediate Reporting: Report the theft immediately to local authorities, the vendor, and Fleetree.
Information Sharing: Provide all requested information within 48 hours and cooperate with law enforcement and insurance providers.

16.3 Procedures in Case of Breakdowns

Immediate Actions: Move the vehicle to a safe location, turn on hazard lights, and contact the vendor and Fleetree’s support.
Roadside Assistance: Drivers must report the breakdown to Fleetree and call the designated Roadside Assistance provider. They must wait with the vehicle until assistance arrives.
Warning Lights and Mechanical Issues: If warning lights are illuminated or mechanical faults are detected, drivers must stop driving and contact Fleetree and the vendor for further instructions.

16.4 Financial Responsibilities

Roadside Assistance Charges: Costs will be allocated to the responsible party as determined by Vendor.
Towing Costs: The cost of towing will be charged to the party responsible for the need for towing, as determined by Vendor.

16.5 General Responsibilities

Driver Responsibilities: Adhere to all procedures and do not abandon the vehicle.
Vendor Responsibilities: Ensure vehicles are in good condition and respond promptly to incidents.

16.6 Fleetree’s Role

Record-Keeping: Fleetree will store all submitted documentation but assumes no liability for resolving disputes related to accidents, theft, or breakdowns.
No Compensation: Fleetree will not provide compensation for costs or losses incurred due to vehicle unavailability. It is recommended to have suitable private travel insurance.

XVII. Refuelling

17.1 General Refuelling Policy

Initial Fuel Level: All vehicles must have at least a 1/4 tank of fuel at the start of each assignment. Drivers are responsible for ensuring this and must report to the vendor and Fleetree if this is not the case.
End of Assignment: Drivers are required to return the vehicle with the same level of fuel as at the start of the assignment. Failure to do so may result in additional charges.

17.2 Fuel Type and Quality

Approved Fuel Types: Drivers must use only the type of fuel approved for the specific vehicle they are operating.
Fuel Quality: Drivers are responsible for ensuring that the fuel used meets the quality standards set by the vehicle manufacturer.

17.3 Fuel Receipts

Submission: Drivers must keep all fuel receipts and submit them to the vendor and upload them to the Fleetree platform within 24 hours of refuelling.
Verification: Vendors are responsible for verifying the fuel receipts and ensuring they match the fuel level of the returned vehicle.

17.4 Fuel Cards

Usage: If a fuel card is provided, it should only be used for the assigned vehicle and only for fuel purchases.
Unauthorized Use: Unauthorized use of the fuel card for other purchases will result in penalties.

17.5 Emergency Refuelling

Procedure: In case of emergency refuelling needs, drivers should contact the vendor and Fleetree for instructions.
Costs: Emergency refuelling costs will be handled as per the agreement between the driver and the vendor.

17.6 Fleetree’s Role

Record-Keeping: Fleetree will store all submitted fuel receipts but is not responsible for verifying their authenticity.
Disputes: Fleetree will not be involved in disputes between drivers and vendors regarding refuelling. All such disputes should be resolved directly between the driver and the vendor.

XVIII. Returning the Vehicle

18.1 General Return Policy

Timely Return: Drivers are required to return the vehicle at the end of the assignment period to the designated location specified by the vendor.
Condition: The vehicle must be returned in the same condition as it was at the start of the assignment, barring normal wear and tear.

18.2 Vehicle Inspection

Post-Assignment Checks: Upon return, vendors must perform a thorough inspection of the vehicle, including taking photographs that clearly show all exterior surfaces of the vehicle. These should be uploaded to the Fleetree platform immediately.
Damage Reporting: Any damage or issues must be reported within 24 hours of the vehicle’s return. After this period, the images will be locked permanently on the Fleetree platform.

18.3 Fuel Level

Final Fuel Check: The fuel level upon return should match the level at the start of the assignment. Failure to adhere to this may result in additional charges.

18.4 Key Return

Key Handover: The vehicle key must be returned to the designated location or person as specified by the vendor.
Lost Keys: Lost keys must be reported immediately, and the driver may be liable for the cost of replacement.

18.5 Late Returns

Notification: Drivers must notify the vendor and Fleetree if they anticipate a late return.
Penalties: Late returns may result in additional charges as per the agreement between the driver and the vendor.

18.6 Unauthorized Extensions

Prohibition: Unauthorized extensions of the assignment period are not allowed and may result in penalties.

18.7 Fleetree’s Role

Record-Keeping: Fleetree will keep records of the vehicle’s return status but is not responsible for verifying the condition of the returned vehicle.
Disputes: Fleetree will not be involved in disputes between drivers and vendors regarding the return of vehicles. All such disputes should be resolved directly between the driver and the vendor.

XIX. Reviews

19.1 Review Submission

Eligibility: Only drivers and vendors who have completed an assignment are eligible to leave a review.
Timeframe: Reviews must be submitted within 7 days following the completion of an assignment.

19.2 Review Content

Accuracy: All reviews must be accurate, honest, and reflect the user’s own experiences.
Prohibited Content: Reviews should not contain any discriminatory language, hate speech, threats, or any form of harassment.

19.3 Review Display

Visibility: Reviews will be publicly displayed on the Fleetree platform, associated with the respective driver or vendor profile.
Anonymity: Reviews will be displayed anonymously to protect the privacy of the reviewers, unless the reviewer chooses otherwise.

19.4 Review Moderation

Monitoring: Fleetree reserves the right to monitor and remove reviews that violate the terms of this agreement or any applicable laws.
Disputes: In case of a dispute regarding a review, Fleetree may act as a mediator but will not be responsible for determining the accuracy of any review.

19.5 Review Impact

Ratings: Reviews may impact the overall rating of a driver or vendor on the Fleetree platform.
Assignment Eligibility: Consistently poor reviews may affect a driver’s or vendor’s eligibility for future assignments.

19.6 Fleetree’s Role

Platform: Fleetree provides the platform for reviews but is not responsible for the content of the reviews.
No Endorsement: The presence of a review on the Fleetree platform does not constitute an endorsement by Fleetree of the driver, vendor, or any services provided.

XX. Liability for Parking and Driving Infringements

20.1 Vendor Liability

Vendor Responsibility: Vendors are responsible for any parking or driving infringements that occur during the time the vehicle is not assigned to a driver.
Notification: Vendors must notify Fleetree within 48 hours of receiving notice of any infringement.
Payment: Vendors are responsible for paying all fines and penalties associated with infringements that occur when the vehicle is not assigned.

20.2 Driver Liability

Driver Responsibility: Drivers are responsible for any parking or driving infringements that occur during the time the vehicle is assigned to them.
Notification: Drivers must notify both the vendor and Fleetree within 48 hours of receiving notice of any infringement.
Payment: Drivers are responsible for paying all fines and penalties associated with infringements that occur during their assignment.

20.3 Fleetree’s Role

Record-Keeping: Fleetree will maintain records of vehicle assignments, which may be used to determine liability for parking and driving infringements.
Notification Support: Fleetree may facilitate the notification process between vendors and drivers but is not responsible for the payment of any fines or penalties.

20.4 Disputes

Resolution: In the event of a dispute regarding liability for an infringement, Fleetree may act as a mediator but will not be responsible for determining the final liability.
Legal Action: Both vendors and drivers agree to cooperate fully with any legal actions taken by authorities regarding infringements.

20.5 Additional Charges

Administrative Fees: An administrative fee may be charged by Fleetree for handling notifications and disputes related to infringements.
Late Fees: Failure to pay fines or penalties in a timely manner may result in additional late fees.

XXI. Liability for Tolls

21.1 Vendor Liability

Vendor Responsibility: Vendors are responsible for toll payments that occur when the vehicle is not assigned to a driver.
Notification: Vendors must notify Fleetree within 48 hours of receiving notice of any toll charges.
Payment: Vendors are responsible for paying all toll charges incurred when the vehicle is not assigned.

21.2 Driver Liability

Driver Responsibility: Drivers are responsible for toll payments that occur during the time the vehicle is assigned to them.
Notification: Drivers must notify both the vendor and Fleetree within 48 hours of passing through a toll.
Payment: Drivers are responsible for paying all toll charges incurred during their assignment.

21.3 Fleetree’s Role

Record-Keeping: Fleetree will maintain records of vehicle assignments, which may be used to determine liability for toll payments.
Toll Management: Fleetree may offer a toll management service that facilitates the payment and reconciliation of toll charges, but is not responsible for the payment of any tolls.

21.4 Disputes

Resolution: In the event of a dispute regarding liability for a toll, Fleetree may act as a mediator but will not be responsible for determining the final liability.
Legal Action: Both vendors and drivers agree to cooperate fully with any legal actions taken by authorities regarding toll payments.

21.5 Additional Charges

Administrative Fees: An administrative fee may be charged by Fleetree for handling notifications and disputes related to tolls.
Late Fees: Failure to pay toll charges in a timely manner may result in additional late fees.

XXII. Fees and Charges

22.1 Transaction Fees for Vendors

Per Transaction Fee: Fleetree charges vendors on a per-transaction basis. The fee is automatically deducted from the transaction amount.

22.2 Late Fees

Late Return Fee: A penalty fee will be charged to drivers for late vehicle returns. This fee is charged per day up to 7 days and is available for reference on the dashboard.

22.3 Payment Methods

Accepted Forms: Payments are processed using BSB and Account Number through PayTo, Direct Debit, or Bank Transfer.
PayTo Agreements: The PayTo agreement needs to be accepted by the payer, which could be either the vendor or the driver, depending on the scenario, before Fleetree can start processing payments.

22.4 Refunds

Vendor-Initiated Refunds: Vendors can initiate refunds to drivers, which may sometimes require approval from Fleetree.

22.5 Taxes

GST Inclusive: All fees are inclusive of GST.

XXIII. Payment Authorization

23.1 Authorization Process

PayTo Authorization: For transactions processed via PayTo, the payer must accept the PayTo Agreement within their banking app or internet banking under the “PayTo Agreements” section. This serves as the formal authorization for Fleetree to process payments.
Direct Debit Authorization: Direct Debit transactions are initiated automatically and do not require formal acceptance. By agreeing to rent a vehicle from a vendor through Fleetree, drivers implicitly agree to the terms of Direct Debit.
Bank Transfer Authorization: For transactions processed via Bank Transfer, the driver must initiate the payment. Payment details, including PayID and PaymentID, will be available in the “Payments Due” section of the portal.

23.2 Payment Gateways

Secure Transactions: All payments are processed through secure and verified payment gateways to ensure the safety and integrity of financial information.

23.3 Recurring Payments and Penalties

Subscription-Free: Fleetree operates on a per-transaction basis and does not require a subscription. Penalties for late fees or other violations do not require separate authorization and will be automatically processed.

23.4 Payment Confirmation

Receipts and Invoices: Upon successful completion of a payment, receipts and invoices will be generated and made available in the portal for record-keeping.

23.5 Disputes and Chargebacks

Resolution Process: Any payment disputes or chargebacks must be reported to Fleetree immediately. Fleetree will assist in the resolution process but does not guarantee any specific outcome.

XXIV. Taxes

24.1 General Tax Responsibility

GST Inclusive: All fees and charges listed on Fleetree, including penalties, are inclusive of Goods and Services Tax (GST).

24.2 Vendor Tax Responsibility

Vendor Tax Obligations: Vendors are responsible for all tax obligations arising from transactions conducted through Fleetree. This includes, but is not limited to, income tax, corporate tax, and any other applicable local, state, or federal taxes.

24.3 Driver Tax Responsibility

Driver Tax Obligations: Drivers are responsible for any tax obligations related to income and/or expenses generated through Fleetree. This includes, but is not limited to, income tax and any other applicable local, state, or federal taxes.

24.4 Tax Documentation

Invoices and Receipts: Fleetree will provide invoices and receipts for all transactions, which will include a breakdown of taxes. These documents are accessible through the portal for record-keeping and tax filing purposes.

24.5 Tax Compliance

Compliance with Laws: Both vendors and drivers are expected to comply with all relevant tax laws and regulations. Failure to do so may result in termination of the Fleetree account and legal action.

24.6 Tax Disputes

Resolution and Liability: In the event of a tax dispute, Fleetree is not liable for any back taxes, penalties, or interest levied against vendors or drivers. All parties are responsible for resolving their own tax disputes.

XXV. Payment Terms

25.1 Payment Processing

Third-Party Gateway: All payments made through Fleetree are processed via a secure third-party payment gateway. Fleetree does not store any sensitive financial information.

25.2 Fee Deductions

Transaction Fees: Fleetree charges a per-transaction fee, which is deducted from the vendor’s payment.

25.3 Digital Wallet

Wallet Functionality: Fleetree offers a digital wallet feature where both vendors and drivers can store funds for future transactions. The digital wallet is subject to terms and conditions outlined in a separate agreement.

25.4 Penalty for Late Payments

Late Fee: Drivers are subject to a penalty for late payments, charged per day up to 7 days. The specific amount and details are available in the dashboard for reference.

25.5 Payment Modes

BSB and Account Number: Payments are processed using BSB and Account Number and can be made through PayTo, Direct Debit, or Bank Transfer.

25.6 PayTo Agreements

Agreement Acceptance: PayTo payments require the acceptance of a PayTo Agreement, which can be done within the payer’s banking app or internet banking under the PayTo Agreements section.

25.7 Direct Debit Authorization

Automatic Initiation: Direct Debits are initiated automatically and do not require formal acceptance. Drivers agree to Direct Debit terms by accepting to rent a vehicle from a vendor through Fleetree.

25.8 Bank Transfers

Manual Initiation: Bank Transfers require manual initiation by the driver. Payment details, including PayID and PaymentID, are available in the Payments Due section.

25.9 Receipts and Invoices

Documentation: Receipts and invoices are generated upon successful payment and are available in the portal for both vendors and drivers.

XXVI. Deposits, Invoicing, and Payment

26.1 Security Deposit (Bond)

Deposit Amount: The security deposit or bond amount can vary based on the driver and the vehicle involved. The vendor has the discretion to determine the deposit amount.
Usage of Deposit: The deposit may be used by the vendor for covering damages, late returns, or other violations of this agreement. Therefore, it is mandatory for drivers to maintain clear communication about pick-up and drop-off images.
Facilitation by Fleetree: While Fleetree does not make judgments or decisions regarding the amount to be refunded, we act as facilitators to enable the deposit feature.

26.2 Invoicing

Invoice Generation: Invoices are generated automatically at the end of each transaction and are available for both vendors and drivers in the portal.
Invoice Details: Invoices include a breakdown of all fees, including transaction fees and any applicable penalties.
GST Inclusive: All prices mentioned in the invoice are inclusive of GST.

26.3 Payment Processing

Payment Modes: Payments can be made via PayTo, Direct Debit, or Bank Transfer. The details for making payments are available in the Payments Due section.
Payment Authorization: For PayTo payments, acceptance of the PayTo Agreement is mandatory. Direct Debits are initiated automatically, and Bank Transfers require manual initiation by the driver.

26.4 Payment Terms

Due Date: Payments are due as per the terms agreed upon at the time of vehicle assignment. Late payments are subject to penalties as outlined in Section 25.4.

26.5 Late Payment Consequences

Handling Fee and Interest: Failure to make timely payments may result in a handling fee and interest calculated daily at a rate determined by Fleetree.
Service Suspension: Fleetree reserves the right to suspend services, including access to the platform, until the outstanding amount is settled.

26.6 Refunds

Vendor-Initiated Refunds: Vendors can initiate refunds to drivers, which may sometimes require approval from Fleetree.

26.7 Payment Records

Record-Keeping: Fleetree maintains a record of all transactions, which can be accessed by both vendors and drivers for accounting and auditing purposes.

XXVII. Communication Between Fleetree and Members and Between Members

27.1 Communication Channels

Commenting on Pickup and Drop-off Images: Fleetree provides a commenting feature on pickup and drop-off images for secure and traceable communication between vendors and drivers.
Dashboard Notifications: Vendors can initiate notifications to drivers, which will be delivered and displayed in the drivers’ dashboard.
Email and Notifications: Official communications from Fleetree, including updates and announcements, will be sent via email or through notifications in the dashboard.

27.2 Guidelines for Communication

Professional Conduct: All members are expected to maintain a professional tone and respectful language while using the commenting feature or any other form of communication.
Confidentiality: Members should not disclose any confidential information unless necessary for the transaction.

27.3 Data Privacy and Security

Data Retention: Fleetree retains communication records, including comments and notifications, for a specified period for compliance and dispute resolution purposes.

27.4 Communication for Dispute Resolution

Evidence: In the event of a dispute, the comments and notifications within the platform may be used as evidence.
Fleetree’s Role: Fleetree may facilitate communication between disputing parties but does not take sides or make judgments.

27.5 Emergency Communication

Emergency Contacts: In case of emergencies, Fleetree provides a helpline that can be accessed by both vendors and drivers.
Immediate Reporting: Any incidents, accidents, or emergencies must be reported immediately through the appropriate channels provided by Fleetree.

27.6 Marketing and Promotions

Opt-in/Opt-out: Members have the option to opt-in or opt-out of marketing communications from Fleetree.
Third-Party Communications: Fleetree will not share your contact information with third parties for marketing purposes without your explicit consent.

27.7 Feedback and Reviews

Feedback System: Fleetree encourages members to leave feedback and reviews to enhance the quality of service and user experience.
Review Moderation: Fleetree reserves the right to moderate reviews to ensure they comply with our guidelines and policies.

XXVIII. Privacy

28.1 Data Collection

Personal Information: Fleetree collects personal information such as name, email address, phone number, and driver’s license details during the registration process.
Transaction Data: Information related to vehicle bookings, payments, and other transactions are collected and stored.
Usage Data: Fleetree collects data on how members use the platform, including but not limited to, login times, features accessed, and device information.

28.2 Data Storage

Secure Storage: All collected data is stored in secure, encrypted databases.
Data Retention: Fleetree retains personal and transactional data for a period as required by law and as necessary for the provision of services.

28.3 Data Usage

Service Provision: Data is primarily used to facilitate and improve the services offered by Fleetree.
Communication: Personal contact information may be used for communication related to services, updates, and promotions unless the member opts out.
Legal Compliance: Data may be used to comply with legal obligations, including but not limited to, tax requirements and regulatory mandates.

28.4 Data Sharing

Third-Party Services: Fleetree may share data with third-party services solely for the purpose of enhancing the services provided, such as payment processors and customer support.
No Unauthorized Sharing: Fleetree will not share your personal information with third parties for marketing purposes without explicit consent.

28.5 User Rights

Access and Correction: Members have the right to access their personal data and correct any inaccuracies.
Data Portability: Upon request, members have the right to receive their personal data in a structured, commonly used, and machine-readable format.
Deletion: Members have the right to request the deletion of their personal data, subject to legal obligations and the terms of any existing contracts.

28.6 Data Security

Encryption: All data transmitted to and from Fleetree is encrypted using industry-standard encryption algorithms.
Regular Audits: Fleetree conducts regular security audits to ensure the integrity and security of all stored data.

28.7 Changes to Privacy Policy

Notification: Any changes to this privacy policy will be communicated to members through the platform and/or via email.
Consent: Continued use of the Fleetree platform after changes to the privacy policy constitutes acceptance of those changes.

A detailed copy of Privacy Policy can be found at https://fleetree.com.au/privacy-policy/

XXIX. Legal Protections and Liabilities

29.1 Limitation of Fleetree’s Liability

General Limitation: Fleetree shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to, loss of profits, data, or other intangibles, even if Fleetree has been advised of the possibility of such damages.
Cap on Liability: Fleetree’s total liability in any matter arising out of or related to this agreement is limited to the aggregate amount that the member paid for services during the one-month period preceding the event giving rise to the liability.

29.2 Vendor’s Responsibilities and Liabilities

Service Level Commitments: Vendors are responsible for any breach of service level commitments and may be held liable for losses or damages incurred due to such breaches.
Intellectual Property: Vendors are responsible for any infringement or unauthorized use of Fleetree’s intellectual property rights.
Confidentiality: Vendors are obligated to maintain the confidentiality of information as per this agreement and may be held liable for any breaches.
Reputation and Goodwill: Vendors are responsible for any harm to the reputation and goodwill of Fleetree directly attributable to them.

Vehicle Condition: Vendors are responsible for ensuring that all vehicles are in a condition that adheres to the guidelines set forth in this agreement.
Legal Compliance: Vendors are responsible for complying with all applicable laws and regulations concerning vehicle rentals.
Disputes: Vendors are responsible for resolving any disputes with drivers, including but not limited to, issues related to vehicle condition, payments, and security deposits.

29.3 Indemnification Clauses

By Vendor: Vendor agrees to indemnify and hold harmless Fleetree from any losses, damages, liability, claims, costs, penalties, and expenses incurred due to any breach of this agreement by the vendor, including but not limited to, deficient transport services and unauthorized use of intellectual property.
By Fleetree: Fleetree agrees to indemnify and hold harmless members from claims, damages, liabilities, and expenses arising out of Fleetree’s gross negligence or willful misconduct, subject to the cap on liability as mentioned above.

29.4 No Employment Relationship

Independent Contractors: Both vendors and drivers are independent contractors and are not employees, partners, or agents of Fleetree. Therefore, Fleetree is not liable for any obligations or liabilities arising between vendors and drivers.
No Employee Benefits: Neither vendors nor drivers are entitled to any benefits, including employment insurance, retirement plans, or other benefits that might be expected in an employer-employee relationship.

29.5 Specific Indemnity

Accidents/Incidents: The driver shall be solely liable for any and all accidents/incidents involving the vehicle. Fleetree shall not be held liable for any such occurrences.
Miscellaneous Expenses: All miscellaneous expenses pertaining to the vehicle shall be borne solely by the driver, and Fleetree shall not be held liable or responsible for the same.

XXX. Insurance

30.1 Insurance Requirements for Vendors

Comprehensive Coverage: Vendors must maintain comprehensive insurance coverage for all vehicles listed on the Fleetree platform. Coverage should include, but is not limited to, collision, liability, and property damage.
Proof of Insurance: Before listing a vehicle, vendors are required to furnish Fleetree with valid proof of insurance. Non-compliance may result in the delisting of the vehicle from the platform.
Additional Insured: For the duration of this agreement, Fleetree should be named as an additional insured on the vendor’s insurance policy.

30.2 Insurance Requirements for Drivers

Minimum Coverage: Drivers must possess at least the minimum insurance coverage required by law, generally encompassing third-party liability insurance.
Optional Coverage: Drivers are advised to consider additional insurance options such as personal injury protection and uninsured motorist coverage for enhanced protection.
Proof of Insurance: Prior to renting a vehicle, drivers must provide valid proof of insurance. Failure to do so may prevent them from renting vehicles on the Fleetree platform.

30.3 Additional Provisions

Claims: Should an accident or damage occur, both vendors and drivers are obligated to report the incident to their respective insurance providers and to Fleetree within the timeframe specified in this agreement.
Deductibles: Any deductibles related to insurance claims that arise from using the Fleetree platform will be the responsibility of the vendors and drivers.
Insurance Lapses: In the event of an insurance lapse, vendors and drivers must immediately notify Fleetree. Such a lapse may lead to temporary or permanent removal from the platform.
Subrogation: Fleetree reserves the right of subrogation to recoup costs from vendors or drivers in instances where they are determined to be at fault.

XXXI. Termination and Renewal

31.1 Fleetree’s Rights to Terminate

Breach of Agreement: Fleetree reserves the right to terminate this agreement immediately if the vendor or driver breaches any terms or conditions outlined herein.
Non-Compliance: Fleetree may terminate the agreement if the vendor or driver fails to comply with legal or insurance requirements.
Operational Reasons: Fleetree may also terminate the agreement for operational or business reasons, provided that reasonable notice is given.

31.2 Vendor’s Notice Requirements

Termination Notice: Vendors must provide a written notice of 7 (seven) business days to Fleetree if they wish to terminate the agreement without specifying any reason.
Immediate Notice: In cases of immediate termination due to breach or non-compliance, vendors are required to notify Fleetree immediately.

31.3 Conditions for Renewal

Automatic Renewal: This agreement will automatically renew for successive periods of the same length as the initial term unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.
Review of Terms: Upon renewal, the terms of the agreement may be reviewed and amended by mutual consent of both parties.

31.4 Additional Provisions

Data Retention: Upon termination, Fleetree will retain any data or records for a period as mandated by law or as necessary for operational reasons.
Settlement of Accounts: All outstanding payments, fees, or charges must be settled before the termination of the agreement.
Liabilities Post-Termination: Termination of this agreement will not relieve either party from any liability or obligation incurred prior to the termination.

XXXII. Confidentiality

32.1 Non-Disclosure of Confidential Information

Definition: Confidential information refers to any data or information relating to the business of Fleetree, vendors, or drivers that is not generally known to the public, whether in tangible or intangible form.
Obligation: Both vendors and drivers are obligated to keep all confidential information in strict confidence and shall not disclose, disseminate, or use it for any purpose other than the performance of their duties under this agreement.
Exceptions: The obligation of confidentiality does not apply to information that is publicly available, previously known to the party, or independently developed outside the scope of this agreement.

32.2 Non-Compete Clauses

Duration: Vendors and drivers agree not to engage in any business that competes with Fleetree for a period of one year following the termination of this agreement.
Geographical Scope: The non-compete clause is applicable within the geographical regions where Fleetree operates.

32.3 Prohibition on Reverse Engineering and Unauthorized Use

Reverse Engineering: Vendors and drivers are strictly prohibited from reverse engineering, decompiling, or disassembling any software, technology, or other proprietary items provided by Fleetree.
Unauthorized Use: Any unauthorized use, modification, or distribution of Fleetree’s proprietary technology is strictly prohibited and may result in immediate termination of the agreement and legal action.

32.4 Additional Provisions

Return of Information: Upon termination of this agreement, vendors and drivers must return all confidential information and any copies thereof to Fleetree.
Penalties: Breach of confidentiality may result in immediate termination of the agreement and legal action for damages.
Survival: The obligations under this section shall survive the termination or expiration of this agreement.

XXXIII. Governing Law and Jurisdiction

33.1 Applicable Laws

Governing Law: This agreement shall be governed by and construed in accordance with the laws of Australia.
Compliance: Both vendors and drivers are responsible for complying with all local, state, and federal laws and regulations applicable to their activities under this agreement.

33.2 Jurisdiction

Exclusive Jurisdiction: Any disputes arising out of or in connection with this agreement shall be subject to the exclusive jurisdiction of the courts located within Australia.

33.3 Alternative Dispute Resolution

Mediation: Before resorting to formal legal proceedings, both parties agree to attempt to resolve any disputes through mediation.
Arbitration: If mediation is unsuccessful, the parties may agree to resolve the dispute through binding arbitration in accordance with the rules of an arbitration body mutually agreed upon.

33.4 Legal Representation

Right to Counsel: Both parties have the right to be represented by legal counsel at their own expense in any dispute resolution proceedings.

33.5 Severability

Clause Validity: If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

33.6 Waiver

Non-Waiver: Failure by either party to exercise any of its rights under this agreement shall not constitute a waiver of such rights.

XXXIV. Dispute Resolution

34.1 Fleetree’s Role in Disputes

Facilitator: Fleetree acts solely as a facilitator between vendors and drivers. While Fleetree may assist in resolving disputes, it does not take responsibility for the outcome of any dispute.
Documentation: Fleetree may provide necessary documentation or records to assist in dispute resolution, subject to privacy and data protection laws.

34.2 Arbitration or Court Proceedings

Initial Steps: Before initiating any arbitration or court proceedings, parties are required to attempt to resolve the dispute through mediation, as outlined in Section XXXIII.
Arbitration Agreement: If mediation is unsuccessful, parties may opt for arbitration. The arbitration will be conducted in accordance with the rules of an arbitration body mutually agreed upon, and the decision will be binding.
Court Proceedings: If either party chooses not to opt for arbitration, or if arbitration is not successful in resolving the dispute, parties may take the matter to court. Jurisdiction and governing laws are as outlined in Section XXXIII.

34.3 Time Limitation

Statute of Limitations: Any claim or dispute must be filed within one year of the event causing the dispute, unless otherwise mandated by law.

34.4 Costs

Legal Fees: Each party is responsible for its own legal fees and costs incurred during the dispute resolution process, unless otherwise stated by law or court order.

34.5 Confidentiality

Non-Disclosure: All proceedings and documentation related to the dispute resolution process shall be confidential and not disclosed to any third party, except as required by law.

34.6 Finality

Binding Decision: The outcome of the arbitration or court proceedings shall be considered final and binding on both parties.

XXXV. Data Privacy

35.1 Data Collection

Personal Information: Fleetree collects personal information from both vendors and drivers, including but not limited to, names, contact details, and payment information.
Vehicle Information: For vendors, additional information related to the vehicles listed on the platform is also collected.
Usage Data: Fleetree collects data related to the usage of the platform, including but not limited to, login times, features used, and transaction history.

35.2 Data Usage

Service Provision: The primary use of collected data is to facilitate the services offered through the Fleetree platform.
Communication: Data may be used to communicate important information, updates, and offers to vendors and drivers.
Compliance and Legal Obligations: Data may be used or disclosed to meet legal requirements and compliance obligations.
Improvement and Analytics: Data may be used for improving the platform’s features, user experience, and for analytical purposes.

35.3 Data Storage and Security

Secure Storage: All collected data is stored securely, and access is restricted to authorized personnel only.
Data Retention: Data is retained for as long as necessary to fulfill the purposes for which it was collected, or as required by law.

35.4 User Rights

Access and Correction: Users have the right to access their personal data and request corrections.
Deletion: Users have the right to request the deletion of their data, subject to legal obligations and compliance requirements.

35.5 Third-Party Sharing

Limited Sharing: Fleetree does not sell or share user data with third parties for marketing purposes without explicit consent.
Service Providers: Data may be shared with third-party service providers strictly for the purpose of facilitating services on the Fleetree platform.

A detailed copy of privacy policy can be found at https://fleetree.com.au/privacy-policy/

XXXVI. Intellectual Property

36.1 Ownership of Content

User-Generated Content: Any content uploaded by vendors or drivers, such as vehicle photos or reviews, remains the intellectual property of the respective user. However, by uploading such content, the user grants Fleetree a non-exclusive, royalty-free, worldwide license to use, display, and distribute said content for the purpose of providing services through the Fleetree platform.
Fleetree Content: All content generated by Fleetree, including but not limited to, text, graphics, logos, and software, is the exclusive property of Fleetree and is protected by applicable copyright laws.

36.2 Ownership of Software

Software Rights: All software used in the operation of the Fleetree platform, including mobile applications and backend systems, is the property of Fleetree or its software suppliers and is protected by international copyright laws.
License to Use: Fleetree grants vendors and drivers a limited, non-exclusive, non-transferable license to use the Fleetree platform and its software solely for the purpose of accessing and using Fleetree services.

36.3 Prohibitions

Reverse Engineering: Users are strictly prohibited from reverse engineering, decompiling, or disassembling any part of the Fleetree software.
Unauthorized Use: Unauthorized copying, modification, or distribution of Fleetree content or software is strictly prohibited.
Trademark: The Fleetree name, logo, and other brand elements may not be used in any manner that is likely to cause confusion or in any manner that disparages or discredits Fleetree.

XXXVII. Third-Party Interactions

37.1 General

Third-Party Services: The Fleetree platform may integrate with or offer features and services provided by third parties, such as payment processors, insurance providers, or mapping services. Fleetree is not responsible for the content or services provided by these third parties.

37.2 User Responsibility

Due Diligence: Vendors and drivers are responsible for conducting their own due diligence and making their own judgments regarding interactions with third-party service providers. Fleetree does not endorse or assume responsibility for any third-party services.

37.3 Liability

Limitation of Liability: Fleetree shall not be liable for any damages, losses, or issues arising from the use of or reliance on third-party services.

37.4 Data Sharing

Information Exchange: By using the Fleetree platform, users consent to the sharing of information between Fleetree and third-party service providers, as necessary for the provision of services, and as governed by Fleetree’s Privacy Policy.

37.5 Terms and Conditions

Third-Party Terms: Users are responsible for reviewing and agreeing to any terms and conditions governing third-party services. Failure to comply with these terms may result in actions taken against the user’s Fleetree account.

XXXVIII. Miscellaneous

38.1 Future Changes to the Business Model

Notification: Fleetree reserves the right to make changes to its business model, including but not limited to, pricing, features, and services. Users will be notified of such changes in a timely manner.
User Acceptance: Continued use of the Fleetree platform after such changes have been notified will constitute acceptance of the new business model terms.

38.2 Amendments to the Agreement

Right to Amend: Fleetree reserves the right to amend this Agreement at any time. Any amendments will be effective upon posting the updated Agreement on the Fleetree platform or website.
User Notification: Users will be notified of any amendments to this Agreement, and it is the user’s responsibility to review any such amendments.
Acceptance of Amendments: Continued use of the Fleetree platform following the posting of any amendments will constitute acceptance of the new terms.
Archived Versions: Previous versions of this Agreement will be archived and made available upon request for users who wish to review changes.

XXXIX. Entire Agreement

39.1 Superseding Clause

Entire Understanding: This Agreement, along with any exhibits, appendices, and addenda, constitutes the entire understanding and agreement between Fleetree and the user, superseding all prior and contemporaneous understandings, agreements, or representations, both written and oral, with respect to the subject matter herein.
No Reliance: The parties acknowledge that they have not relied on any promise, representation, or warranty, express or implied, not contained in this Agreement.
Invalid Provisions: If any provision of this Agreement is found to be invalid or unenforceable, such provision shall be severed from this Agreement and the remainder of the Agreement shall remain in full force and effect.

XL. Severability

40.1 Unenforceable Provisions

Severance: In the event that any provision of this Agreement is found to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement, and the remaining provisions shall continue to be valid and enforceable.
Effect on Agreement: The severance of any unenforceable provision shall not affect or impair any remaining part of the Agreement, nor shall it affect the validity or enforceability of that provision in any other jurisdiction.
Replacement Clause: To the extent possible, any severed provision shall be replaced with a similar provision that is valid and enforceable and which achieves, to the extent possible, the original objectives and intent of the parties as reflected in the original provision.

XLI. Waiver

41.1 Conditions for Waiver

Explicit Waiver: No failure or delay by either party in exercising any right, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege.
Written Requirement: Any waiver of any provision of this Agreement, to be effective, must be in writing and signed by the party against whom such waiver is to be enforced.
Limited Scope: A waiver by either party of any term or condition of this Agreement in any instance shall not be deemed or construed as a waiver of such term or condition for the future, or of any subsequent breach thereof.
Non-Reliance: All rights, remedies, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be a limitation of any other remedy, right, undertaking, obligation, or agreement.

XLII. Assignment

42.1 Transferability by Fleetree

Fleetree reserves the right to assign or transfer this Agreement, in whole or in part, without requiring the Vendor’s or Driver’s consent. Such assignment or transfer shall not affect the rights and obligations of the Vendor or Driver under this Agreement.

42.2 Vendor and Driver Restrictions

The Vendor and Driver may not assign, transfer, or delegate any rights or obligations under this Agreement without the prior written consent of Fleetree. Any unauthorized assignment or transfer shall be null and void.

42.3 Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

42.4 Change of Control

In the event of a change of control or sale of all or substantially all of the assets of Fleetree, this Agreement shall continue to be in effect and shall be binding upon the new controlling entity.

XLIII. Notices

43.1 Method of Notice

All notices, requests, demands, and other communications under this Agreement shall be in writing and shall be deemed to have been given on the date of delivery if delivered personally, or on the date of sending if sent by email, unless otherwise specified in this Agreement.

43.2 Contact Information

For Fleetree:
Email: support@fleetree.com.au

For Vendor and Driver:
As provided during the registration process on the Fleetree platform.

43.3 Electronic Mail

Notices sent by electronic mail shall be deemed delivered when the email is sent, provided that no “bounce-back” or delivery failure message is received by the sender.

43.4 Receipt Acknowledgment

For notices delivered by hand or registered mail, an acknowledgment of receipt must be obtained from the receiving party.

43.5 Change of Contact Details

Any change in the contact details for the receipt of notices must be communicated in writing to the other party within a reasonable time frame.

43.6 Legal Requirements

All notices must comply with any legal requirements and procedures that may be applicable, including but not limited to the manner of service and record-keeping.

XLIV. Feedback and Complaints

44.1 Providing Feedback

Both Vendors and Drivers are encouraged to provide feedback about their experiences with the Fleetree platform. Feedback can be submitted through the designated section within the Fleetree user dashboard or by contacting Fleetree’s customer support.

44.2 Filing Complaints

If a Vendor or Driver has a complaint regarding the Fleetree service, the following steps should be taken:

Initial Contact: Reach out to Fleetree’s customer support via email at support@fleetree.com.au or through the Help Center on the Fleetree platform.
Details: Provide a detailed account of the issue, including any relevant documentation or evidence.
Response Time: Fleetree aims to acknowledge and investigate all complaints within a reasonable time frame, typically within 5 business days.

44.3 Resolution Process

Fleetree will make reasonable efforts to resolve any complaints to the satisfaction of both parties involved. If a resolution cannot be reached, the matter may be escalated as outlined in the “Dispute Resolution” section of this Agreement.

44.4 Record-Keeping

All feedback and complaints will be recorded and may be used to improve the Fleetree platform and services. Personal information will be handled in accordance with the “Data Privacy” section of this Agreement.

44.5 Non-Retaliation

Fleetree prohibits any form of retaliation against any Vendor or Driver for filing a complaint or providing feedback. Any such retaliation is a violation of this Agreement and may result in termination of the offending party’s account.

Schedule 1: Credit Information and Reporting

(Section 18(E)(1) Privacy Act 1988)

NOTICE OF DISCLOSURE OF YOUR CREDIT INFORMATION TO A CREDIT REPORTING AGENCY

Our Affiliate, Fleetree Support, may provide credit to you.

Fleetree Support may collect, hold, and use information related to your commercial and consumer creditworthiness from credit reporting agencies, including Equifax (Equifax Contact), for all purposes permitted by law. Fleetree Support may also disclose information to them. This activity is conducted for the purpose of assessing your credit capacity, eligibility, or history in connection with an application or an obligation as a guarantor, collecting payments from you, and managing Fleetree Support’s credit relationship.

Creditworthiness information includes information that is both positive (like payment information) and negative (like defaults or serious credit infringements that Fleetree Support may disclose to credit reporting agencies if you fail to pay us).

Fleetree’s privacy policy and the credit reporting agencies’ privacy policies (see our websites) have more information on how your personal information, including creditworthiness information, is managed. The policies also include how you can access, correct, and make complaints about personal information, request that your information is not used for credit pre-screening, and request a ban on the use of credit information where you have been a victim of fraud.

PERIOD TO WHICH THIS UNDERSTANDING APPLIES

This information may be given before, during, or after the provision of credit to you.

STATEMENT BY APPLICANT(S) FOR CREDIT

You agree to Fleetree Support’s exchange of creditworthiness information with credit reporting agencies and agree that Fleetree Support will obtain (and to the extent permitted by law, provide) information about both consumer and commercial credit to credit reporting agencies as stated above.

Your ticking of the checkbox on the online application form constitutes a binding statement equivalent to your signature under Sections 8 and 9 of the Electronic Transactions Act 1999 (Cth).