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Shipper Terms of Use

Tipaload Shipper Terms of Use  

These Tipaload Shipper Terms of Use (the Agreement) are a legally binding contract between you (you or the Shipper) and Tipaload Pty Ltd (ABN 98 639 734 679) (Tipaload). 

Tipaload helps to match Shippers and Carriers for the transport of goods by providing a platform on which Shippers can post details of job requests and independent Carriers can accept and complete those jobs. Tipaload only provides to Shipper the Services as set out in this Agreement, and does not provide Transportation Services. 

Please read the terms and conditions of this Agreement carefully. Certain features of the Services may be subject to additional guidelines, policies, terms or rules, which will be provided to you in conjunction with this Agreement. All such additional guidelines, policies, terms and rules are incorporated by reference into this Agreement. 

In order to use the Services, you must agree to the terms of this Agreement. Upon your execution (electronic or otherwise) of this Agreement, you agree to be bound by the terms of this Agreement. If you do not agree with any of the terms and conditions of this Agreement, you must not use the App or the Services. We recommend that you print and keep a copy of this Agreement for future reference. 

If you are entering into this Agreement on behalf of an entity or organisation, you represent and warrant that you have the full authority as at the time of entering into this Agreement to bind that entity or organisation to the terms of this Agreement. You will provide evidence of such authority on request by Tipaload. 

You agree as follows. 

1. Services 

a) Tipaload provides the following services: 

i. makes available the App to Shipper; and 

ii. it facilitates the matching of Shipper, as and when it requires the transport of waste (Waste), with Carriers who are available to transport that Waste (Carriers), 

 

iii. hosts a platform whereby tip site owners (Tip Site Owners) can list their tip site as willing to receive Waste, including what type of waste and what amount of waste, 

  

(collectively, the Services). 

b) Shipper acknowledges and agrees that Tipaload is a technology services provider and does not provide transportation services or job site services. 

2. Shipper 

a) To access and use the Services, a Shipper must have a registered Shipper account (Shipper Account). 

b) Tipaload has sole discretion as to whether to provide Shipper with a Shipper Account. Without limiting the foregoing, Tipaload will only activate a Shipper Account if Shipper has provided any information reasonably required by Tipaload, including payment details. 

c) A Shipper Account is personal to Shipper and can only be accessed and used by Shipper and their approved personnel.  

d) Once a Shipper Account has been activated by Tipaload, Shipper will also be provided with Access Credentials. Shipper must keep their Access Credentials secure and confidential, and only provide their Access Credentials to their approved personnel. Shipper must not use another party’s Access Credentials. 

e) All activity, including activity in breach of the provisions of this Agreement, undertaken using Shipper’s Access Credentials will be deemed to be the activity of Shipper. 

f) Shipper must notify Tipaload immediately if it becomes aware of any unauthorised use, or suspected unauthorised use, of the Shipper Account. 

g) Tipaload may suspend or deactivate a Shipper Account in the following circumstances: 

i. a material breach of the terms of this Agreement by Shipper; 

ii. failure to make any payment due under this Agreement or for the provision of Transportation Services, including any payment for Completed Jobs or Cancellation Fees; 

iii. Shipper fails to comply with the requirements set out in clause 3.5 in relation to damage and injury claims; 

iv. Shipper receives negative ratings or reviews from a Carrier which, upon investigation by Tipaload, demonstrate that Shipper is or has been in breach of the terms of this Agreement; or 

v. Shipper uses the Services to be matched to a Carrier and then obtains or attempts to obtain Transportation Services independently of the App and/or Services, in order to circumvent the App, Shipper’s obligation to pay any amount for Completed Jobs or Cancellation Fees or for any other reason. 

h) For clarity, a suspension or deactivation under clause 2(g)(ii) does not relieve Shipper of the obligation to make any payment due under this Agreement. 

i) Tipaload may run a credit check and/or request a credit report on the Shipper and/or appropriate Personnel. You hereby consent to credit check and/or credit report and agree to provide any necessary details to allow Tipaload to run the credit check. You agree that Tipaload will provide your details including ABN to one or more credit check services in order to run the credit check and/or request a credit report 

j) Users are responsible for maintaining the confidentiality and security of their Tipaload account credentials and any device used to access the App. You must not share login details or allow any unauthorized person to access your account. If you suspect any unauthorized access to your account or any loss or theft of credentials, you must immediately notify Tipaload and change your password. Tipaload shall not be liable for any unauthorized access to or use of your account or data, except to the extent caused by Tipaload’s proven breach of its security obligations under law. To the fullest extent permitted by law, Tipaload disclaims liability for any loss or corruption of data, or any breach of privacy or data security, occurring through unauthorized access or cyber intrusion, provided that Tipaload has implemented reasonable security measures. 

k) The User represents and warrants that all information and documentation it provides to Tipaload or through the Tipaload App (whether during account registration, profile setup, job requests, site listings, or any communication) is true, accurate, current, and not misleading. The User must promptly update any information that has become inaccurate or out-of-date. This obligation applies to (without limitation) information about the User’s identity, contact details, qualifications (such as licenses, permits, or insurance coverage), the nature or characteristics of any materials or loads (for Shippers), and the features or capacity of any equipment or site. If Tipaload suffers any Loss or incurs any liability due to the User’s provision of false, misleading, or outdated information, the User shall indemnify Tipaload for such Loss. Tipaload reserves the right to verify any information provided and to suspend or terminate the User’s access to the Services in the event any representation is found to be false or misleading. 

3.1. Making Job Requests 

a) When Shipper wishes to post a Job, Shipper must provide the following information: 

Cart and Dispose – Load Rate job 

  1. Type of job (cart and dispose - load rate) 

  1. date for the job 

  1. confirm the unit rate (load rate) 

  1. confirm the vehicles needed for the job 

  1. a photograph of the Waste 

  1. the pick-up location 

  1. the time for the job to begin 

  1. the time spacing between trucks  

  1. approximate time to load each truck 

  1. driving method to enter and exit the site (driving in or reversing) 

  1. Waste description and type 

  1. Geotechnical report, development application and waste classification reports  

  1. Site communication details including the mobile number and UHF channel for the contact personnel  

  1. Additional information as required to post the job 

Cart and Dispose – Rate per tonne job 

  1. Type of job (cart and dispose – rate per tonne) 

  1. date for the job 

  1. confirm the unit rate (rate per tonne) 

  1. confirm the vehicles needed for the job and how many tonnes to be moved by each vehicle  

  1. a photograph of the Waste  

  1. the pick-up location 

  1. the time for the job to begin 

  1. the time spacing between trucks  

  1. approximate time to load each truck 

  1. driving method to enter and exit the site (driving in or reversing) 

  1. Waste and material description and type 

  1. Geotechnical report, development application and waste classification reports  

  1. Site communication details including the mobile number and UHF channel for the contact personnel  

  1. Additional information as required to post the job 

Truck Hire – Hourly Hire 

  1. Type of job (truck hire – hourly rate) 

  1. date for the job 

  1. confirm the unit rate (hourly rate) 

  1. confirm the vehicles needed for the job  

  1. a photograph of the Waste  

  1. the pick-up location/s and drop off location/s for the trucks 

  1. the time for the trucks to be on site 

  1. the time spacing between trucks  

  1. how many hours the trucks will be hired for (a four-hour minimum applies to all truck hires plus a minimum of one hour travel time) 

  1. approximate time expected to load each truck 

  1. driving method to enter and exit the site (driving in or reversing) 

  1. Waste and material description and type 

  1. Geotechnical report, development application and waste classification reports  

  1. Site communication details including the mobile number and UHF channel for the contact personnel  

  1. Additional information as required to post the job 

Truck Hire – Load rate 

  1. Type of job (truck hire - load rate) 

  1. date for the job 

  1. confirm the unit rate (load rate) 

  1. confirm the vehicles needed for the job  

  1. a photograph of the Waste  

  1. the pick-up location/s and drop off location/s for the trucks 

  1. the time for the trucks to be on site 

  1. the time spacing between trucks  

  1. how many hours the trucks will be hired for (a four-hour minimum applies to all truck hires plus a minimum of one hour travel time) 

  1. approximate time expected to load each truck 

  1. driving method to enter and exit the site (driving in or reversing) 

  1. Waste and material description and type 

  1. Geotechnical report, development application and waste classification reports  

  1. Site communication details including the mobile number and UHF channel for the contact personnel  

  1. Additional information as required to post the job 

Truck Hire – Rate per tonne 

  1. Type of job (truck hire – rate per tonne) 

  1. date for the job 

  1. confirm the unit rate (rate per tonne) 

  1. confirm the vehicles needed for the job and how many tonnes taken by each truck  

  1. a photograph of the Waste  

  1. the pick-up location/s and drop off location/s for the trucks 

  1. the time for the trucks to be on site 

  1. the time spacing between trucks  

  1. how many hours the trucks will be hired for (a four-hour minimum applies to all truck hires plus a minimum of one hour travel time) 

  1. approximate time expected to load each truck 

  1. driving method to enter and exit the site (driving in or reversing) 

  1. Waste and material description and type 

  1. Geotechnical report, development application and waste classification reports  

  1. Site communication details including the mobile number and UHF channel for the contact personnel  

  1. Additional information as required to post the job 

 

b) Shipper represents and warrants, and is solely responsible for ensuring, that all information provided under this clause is accurate. 

c) If a Job is deemed inappropriate or unsuitable by the App or Tipaload, then Tipaload is not required to post a Job on the Tipaload platform.  

3.2. Bidding for a Job  

a) Once the Shipper posts a Job, the Job will be displayed on the Carriers’ dashboard, where it will be available for bidding on the job card. Carriers have the option to bid on either specific parts of the job on the entire job, depending on their capabilities and preferences.  

b) Shipper will receive bids from the Carriers through the Tipaload platform. The bids provided to the Shippers are made up of the Carrier’s bid plus the Tipaload Service Fee, including GST.  The Shipper is provided with the bid(s) received from the Carrier(s) for approval to confirm the Carrier bid. Upon approval of a Carrier bid, the Shipper must make a pre-payment through the Tipaload app for the cost of the Job.  At this time the Job is confirmed for both Carrier and the Shipper.  

3.3. Cancellation of a Job 

a) If a Shipper cancels a Job after it approves a bid from the Carrier but before the start of the Job (as defined on the job card), the, Shipper will not be charged a Cancellation Fee. 

b) For a Truck Hire (Hourly Rate) job, the Shipper will be charged a cancellation fee if it cancels the Job after the Job has started (as defined by the time and date nominated in the job card).    

c) There are no cancellation fees if a Shipper cancels the following orders at any time; Cart and Dispose (Load Rate or Rate Per Tonne), Truck Hire (Load Rate or Rate Per Tonne).  

3.4. Undertaking a Job 

a) Undertaking a Job will typically include, but is not limited to: 

i. Tipaload providing notification, if necessary, to the Shipper of arrival of the Carrier truck at the pick-up location; 

ii. the provision of transportation and waste disposal services by Carrier in accordance with the information provided by Shipper; 

iii. timely submission of all documentation required by Tipaload and Shipper (including Proof of Delivery); and 

iv. Tipaload providing notification, if necessary, to Shipper of delivery of the Goods at each delivery location. 

c) Shipper is responsible for ensuring that all Waste and materials for disposal are packed in a safe and transportable manner ready for loading at the Pick-up Location. 

d) Carrier is not responsible for loading the Waste onto the Truck.    

e) Both, Carrier and Shipper are solely responsible for ensuring the load is secure and has adequate load restraint in accordance with applicable Laws. 

f) Notwithstanding this clause 3.4, Carrier will be solely responsible for the provision of Transportation Services, and, in case of a Cart and Dispose job, for identifying a suitable tip site for the Waste to be disposed. 

g) If the dimension of the Waste and the weight of the Waste at the pickup location do not match the Waste described in the Job card, and as a consequence the Waste exceeds the permitted carrying capacity of the Truck, or a Carrier reasonably considers that the goods are illegal or Dangerous Goods or that the goods are unsafe to carry, a Carrier is entitled to reject the Job and Shipper will be charged a Cancellation Fee. 

h) Shipper may request that the Carrier transport additional Goods or add an additional drop-off location (Job Change) once the Carrier has arrived at the pick-up location. Additional fees may apply. Shipper must not propose a Job Change if it would result in Shipper breaching any provisions of this Agreement. Carrier is under no obligation to accept any proposed Job Change. If the Carrier does not accept the Job Change, and Shipper does not wish to continue with the Job, a Carrier is entitled to reject the Job and Shipper will be charged a Cancellation Fee. 

 

i) The Truck used by Carrier may be tracked using the global positioning system on the device used by Carrier from the time a Job Request is accepted until Carrier has submitted the final Proof of Delivery, and this information may be made available to Shipper. 

j) Carrier will be solely responsible for any and all liability which results from the provision of the Transportation Services, including any Loss, damage, injury or delay. To the extent permitted by Law, Tipaload disclaims any liability to Shipper or any third party arising from or in connection with the provision of Transportation Services. 

k) Shipper agrees and acknowledges that payment of a Cancellation Fee in accordance with clauses 3.4(a) or 3.4(g) is a genuine pre-estimate of the Loss suffered by Tipaload and/or Carrier. The payment of a Cancellation Fee does not derogate from any of Tipaload’s rights under this Agreement and does not relieve Shipper from any of its obligations and liabilities.  

3.4. Completed Jobs 

a) A Job will be completed at the final delivery point once the goods have been unloaded in accordance with clause 3.3(c). Carrier must ensure that the receiver of the Goods (the Receiver) provides Proof of Delivery in order to finalise payment. 

b) Shipper is solely responsible for all directions or instructions given to Carrier by Receiver (including any directions or instructions given in relation to unloading of Goods or delivery of Goods to unattended Delivery Sites). 

c) The Shipper is responsible for ensuring that the Receiver is available to accept delivery of the Goods. For clarity, Shipper will remain responsible for all costs and expenses associated with redelivery, and will incur additional charges, if re- delivery of goods is required. 

d) Once Carrier has delivered the Goods and has obtained Proof of Delivery, Tipaload will calculate the cost of the Job (the Job Calculation) using an algorithm which will take into account: 

i. the quote provided by the Carrier; 

ii. the type of Truck used during the course of the Job; 

iii. the time taken by Carrier to complete the Job from acceptance of the Job Request to the issuance to Carrier of Proof of Delivery; 

iv. the distance travelled by Carrier to complete the Job; 

v. all tolls properly incurred in the course of completing the Job; and 

vi. the GST (if any) payable by Shipper in respect of the Job. 

e) The algorithm for the Job Calculation may also include the weight of the Goods and any other parameters considered relevant by Tipaload. 

f) Tipaload will issue the Shipper by email with a tax invoice setting out the Job Calculation, any applicable Cancellation Fees, the Service Fee and details about the Carrier and the Job (the Invoice). 

g) Shipper may dispute the Invoice within the Permitted Dispute Period. Shipper must provide written notice of a disputed Invoice to Tipaload and set out the reasons for such dispute. Tipaload will use reasonable endeavours to resolve the dispute. 

h) For clarity, clause 3.4(g) is not subject to the dispute resolution procedure set out in clause 24 and Tipaload is under no obligation to amend or withdraw an Invoice which has been disputed under clause 3.4(g). If the Invoice is not amended or withdrawn following the process set out in clause 3.4(g), the Job will become a Completed Job. 

i) If the Invoice is not disputed within the Permitted Dispute Period, the Job will become a Completed Job. 

3.5. Damage and injury claims 

a) Shipper will notify Tipaload of any damage to Goods or other property or injury caused or incurred in the course of providing Transportation Services as soon as practicable after the damage or injury occurs. 

b) Without limiting clause 3.3(j), Shipper agrees and acknowledges that Carrier will be responsible for any damage to Goods or other property or injury caused or incurred in the course of providing Transportation Services, and Shipper will need to resolve any Claim directly with Carrier or a third party (including any dispute over insurance coverage). 

c) Shipper agrees to fully co-operate with the Carrier and/or Tipaload to resolve damage or injury claims as quickly as possible. 

3.6 Environmental Compliance & Indemnity 

Shipper represents and warrants that all materials for transport are accurately described, properly classified, and packaged in compliance with all applicable environmental and waste management laws. Shipper shall not tender for transport any hazardous or regulated waste unless fully compliant with applicable law and with full disclosure to the Carrier. Shipper assumes full responsibility for any environmental harm, contamination, misclassification, or regulatory penalties arising from the nature of the materials provided. Shipper shall indemnify and hold harmless Tipaload from any Claims, Losses, fines or penalties resulting from: 

(i) Shipper’s violation of environmental protection laws or regulations in connection with a Job, 

(ii) misclassification or misrepresentation of any waste or material, 

(iii) environmental contamination caused by the materials supplied by Shipper, or 

(iv) any unauthorised or unlawful disposal caused by Shipper’s instructions or omissions. 

Tipaload disclaims all liability for environmental damage or regulatory breach caused by Shippers. 

3.7 Safe Loading & Site Access Warranty 

Shipper shall ensure that any premises under its control where a Carrier is requested to load or pick up materials are safe and suitable for the Carrier’s entry, parking, and loading operations. The Shipper warrants that it will comply with all applicable work health and safety laws in relation to the preparation and loading of materials. Any personnel or subcontractors engaged by Shipper to assist in loading or supervision must be qualified and operate safely. Shipper assumes all liability for any injury, death, or property damage to any person (including Carriers and Shipper’s own workers) arising from conditions or activities at the pickup location, except to the extent caused solely by the Carrier’s negligence. Shipper agrees to indemnify Tipaload for any Claims or Losses arising from Shipper’s breach of this clause or any failure to maintain a safe loading environment. 

3.8 Authorized Agents Only & Responsibility for Third Parties 

A Shipper who engages any employee, agent, or subcontractor to interact with the Tipaload Service or the Carrier on the Shipper’s behalf (for example, a site manager overseeing the pickup or a broker arranging the service) must ensure such person has authority to act for the Shipper and complies with these Terms. The Shipper remains liable for all acts and omissions of any such representatives. Any instructions or communications provided to Tipaload or a Carrier by the Shipper’s representative will be deemed instructions of the Shipper. The Shipper shall indemnify Tipaload for any Loss or Claim arising from the conduct of the Shipper’s agents, contractors, or other third parties involved in the execution of a Job on the Shipper’s side. 

3.9 Insurance Acknowledgment 

The Shipper acknowledges that Tipaload does not provide any insurance coverage for the Shipper’s benefit. It is the Shipper’s sole responsibility to obtain any insurance it deems necessary to cover its own risks arising from the transportation services arranged through Tipaload. This may include, for example, insurance for loss or damage to the materials being transported, delay or business interruption insurance, or public liability insurance for any loading activities under the Shipper’s control. Tipaload makes no warranty or representation that Carriers have any particular insurance in place (although Tipaload may require Carriers to hold certain insurances as a condition of using the platform), and any claims for loss or damage to the Shipper’s goods must be pursued directly against the Carrier or the Carrier’s insurers. The Shipper agrees that it will not hold Tipaload responsible for any failure by a Carrier to have insurance or for any uninsured losses.  

3.10 Duty to Report Incidents or Hazards 

In addition to the duty to provide accurate information, each User agrees to promptly notify Tipaload of any material incident or change in circumstances that occurs in connection with a Job or the User’s use of the Services, which a reasonable person would expect to impact the responsibilities or risks under these Terms. This includes (without limitation): any accident, injury, property damage, or spill occurring during a Job; any notice of violation or fine from a government authority related to a Job; any loss of or damage to materials in transit; or any change in the status of a required license, permit, or insurance (such as suspension, revocation, or cancellation). The User’s notification under this clause shall not relieve the User of any liability, but is required so that Tipaload may take appropriate steps (for example, assisting with communication or preventing further harm). Failure to report such incidents or changes may be deemed a breach of these Terms. 

4. Ratings 

a) Shipper may be given a rating by the Carrier for each Job (Shipper Ratings). 

b) Shipper will be requested to provide a rating for the Carrier for each Completed Job (Carrier Ratings). 

 

c) Carrier Ratings and Shipper Ratings will be used by Tipaload to monitor and improve the standard of the Services. 

d) Where Shipper is dissatisfied with the Shipper Rating provided by a particular Carrier for a particular Job, Shipper may contact Tipaload and the parties will engage in good faith discussions in order to resolve the issue. This clause 4(d) is not subject to the dispute resolution procedure set out in clause 24. Tipaload is under no obligation to amend or remove Shipper Ratings following such discussions and will not do so where such amendment is contrary to Law, including the Australian Consumer Law. 

e) If Shipper consistently receives Shipper Ratings considered unacceptable by Tipaload, Tipaload may, at its sole and absolute discretion, deactivate a Shipper Account and/or terminate this Agreement without notice or liability to Shipper. 

5.1. Payment 

a) The parties agree and acknowledge that Shipper will be charged for Completed Jobs in accordance with the Job Calculation, and that Shipper may be charged Cancellation Fees in accordance with clauses 3.3(a), 3.3(g) and 3.3(h). 

b) Shipper agrees to pay Tipaload the Service Fee for each Completed Job and any applicable Cancellation Fees. 

c) Tipaload reserves the right to change the Service Fee at any time in Tipaload’s discretion based upon local market factors, and Tipaload will provide Shipper with notice in the event of such change. Continued use of the Services after any such change in the Service Fee calculation shall constitute Shipper’s consent to such change. 

d) Subject to clause 3.4(g), Shipper must pay all Invoices properly issued upon completion of the Job, or if the Shipper meets Tipaload’s requirement to set up an account, within 7 days of receipt of Invoice, unless otherwise agreed. 

e) Tipaload collects payment from Shipper for Completed Jobs and Cancellation Fees as a collection agent for Carrier. 

f) Shippers may apply for credit through the Tipaload app to facilitate payments for transportation services. The credit application process requires Shippers to provide certain financial and business-related information, including but not limited to company name and Australian Business Number (ABN) or Australian Company Number (ACN). Approval of credit is subject to Tipaload’s review and discretion based on our credit policies. Terms of credit, including repayment obligations and interest rates, will be specified upon approval of the credit application.  

5.2. GST 

a) If GST is payable on a supply made under or in connection with this Agreement, the party providing the consideration for that supply must pay as additional consideration an amount equal to the amount of GST payable on that supply. 

b) Unless otherwise stated, all amounts referred to in this Agreement are stated on a GST exclusive basis. 

c) Any reference in this Agreement to value, sales, revenue or a similar amount is a reference to that amount exclusive of GST. 

d) Where any indemnity, reimbursement or similar payment under this Agreement is based on any cost, expense or other liability, it shall be reduced by any input tax credit entitlement, or notional input tax credit entitlement, in relation to the relevant cost, expense or other liability. 

e) If an adjustment event occurs in relation to a supply made under or in connection with this Agreement, the GST payable on that supply will be recalculated to reflect that adjustment and an appropriate payment will be made between the parties. 

f) If required to provide an invoice, a party shall provide proper tax invoices if GST is applicable. 

g) This clause will not merge upon completion and will continue to apply after expiration or termination of this Agreement. 

h) Terms which have a defined meaning in the A New Tax System (Goods and Services Tax) Act 1999 shall have that meaning in this Agreement. 

5.3 Service Fee 

Tipaload charges a Service Fee of 20% on top of the quotes provided by Carriers for each Job. When a Shipper posts a request for quotes, the prices displayed to the Shipper will include this 20% Service Fee. If a Shipper approves a quote and proceeds with the Job, this Service Fee is retained by Tipaload. In addition, Tipaload also deducts a 1% Service Fee from the total quote submitted by the Carrier, which is also retained by Tipaload. Tipaload reserves the right to change this Service Fee at any time, or to introduce additional service fees or charges for the use of the Tipaload app.  

5.4 Data Security and Downtime 

Tipaload does not guarantee continuous or error-free operation of the App or Services. Tipaload disclaims all liability for any loss of data, unauthorised access, data breach, or service outage, except to the extent required by law. Any uptime commitments or technical support are provided on an “as is” and “as available” basis. It is the User’s responsibility to implement their own data security, backup systems, and contingency plans to safeguard against disruptions or data loss. 

5.5 Limited Payment Agent & No Guarantee 

Shipper acknowledges that Tipaload acts only as a limited payment collection agent on behalf of Carriers and Tip Site Owners to collect amounts owed under Completed Jobs and related charges. Tipaload does not act as trustee or escrow agent and assumes no liability for amounts reversed, disputed, or unpaid by the Shipper. Tipaload will use reasonable efforts to collect outstanding amounts, but Carriers and Tip Site Owners bear the risk of non-payment or chargebacks. Tipaload may deduct or recover funds in cases of payment failure, fraud, overpayment, or error. No fiduciary relationship arises from Tipaload’s role as collection agent, and funds may be co-mingled except where otherwise required by law. 

5.6 No Extra Warranties or Indemnities 

Except as expressly set out in this Agreement or as required by law, Tipaload provides no warranty, representation, or indemnity in relation to the Services, the App, or any associated outcomes. To the maximum extent permitted by law, all implied terms and warranties (including fitness for purpose, merchantability, or performance guarantees) are excluded. Tipaload does not assume any obligations beyond those required by statute. Users acknowledge that their sole entitlements are limited to any consumer guarantees that cannot lawfully be excluded. 

6. Use of App and Services 

a) (licence restrictions) Shipper must: 

i. not copy the App except where such copying is incidental to normal use of the App; 

ii. not rent, lease, sub-license, loan, translate, merge, adapt, vary or modify the App; 

iii. not make alterations to, or modifications of, the whole or any part of the App, or permit the App or any part of it to be combined with, or become incorporated in, any other programs; 

iv. not disassemble, decompile, reverse- engineer or create derivative works based on the whole or any part of the App or attempt to do any such thing; 

v. not provide or otherwise make available the App in whole or in part (including object and source code), in any form to any person without the prior written consent of Tipaload; and 

vi. comply with all technology control or export laws and regulations that apply to the technology used or supported by the App. 

b) Shipper must: 

i. not use the App or Services in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, including viruses, or harmful data, into the App or any operating system; 

ii. not infringe Tipaload’s Intellectual Property Rights or those of any third party in relation to Shipper’s use of the App or Services; 

iii. not transmit or submit using the App or Services any material or User Content that is defamatory, offensive or otherwise objectionable; 

iv. not use the App or Services in a way that could damage, disable, overburden, impair or compromise Tipaload’s systems or security or interfere with other users; and 

v. not collect or harvest any information or data, or attempt to decipher any transmissions to or from the servers used by Tipaload. 

c) Tipaload may, at any time and in Tipaload’s sole discretion, prohibit, suspend or otherwise restrict Shipper from accessing the App or the Services for any reason whatsoever. 

d) Users shall not engage in any activity that could compromise the security, integrity, or proper functioning of the Tipaload App or Services. Prohibited conduct includes, without limitation:  

i. introducing or transmitting any viruses, malware, Trojan horses, harmful code or any other material that is malicious or technologically harmful;  

ii. attempting to gain unauthorized access to the App, other users’ accounts, or Tipaload’s systems;  

iii. conducting any vulnerability scanning or penetration testing of the platform without Tipaload’s written consent;  

iv. using any automated means (such as bots or scripts) to extract data or content from the platform (scraping) not authorized by Tipaload;  

v. any action that imposes an unreasonable or disproportionately large load on the platform’s infrastructure; or  

vi. circumventing or attempting to circumvent any security features of the App. Any breach of this clause by a User constitutes a material breach of the Terms, and in addition to termination of access, may result in legal action. The User shall be liable for any Loss or damage incurred by Tipaload (including the costs of rectifying any security issue) as a result of such prohibited conduct. 

7. Audit 

a) During the Term and for 12 months after the end of the Term, Tipaload will have the right to, or engage an independent third party auditor to, conduct an audit of Shipper to verify that Shipper is complying with the terms of this Agreement (including the review of any licences, permits or other information required to comply with any applicable Law). 

b) Each audit must be conducted during normal business hours and in a manner designed to not unreasonably interfere with Shipper’s ordinary business. 

c) Tipaload will bear its own costs associated with any audit conducted under this clause 7. 

8. Intellectual Property Rights App and Services 

8.1. App and Services 

a) (ownership) The parties acknowledge that all rights, title and interest in the App and Services, including in any improvements to the App and Services (including any Intellectual Property Rights in the App and Services, and any improvements to them) remain with Tipaload and/or its licensors at all times and nothing in this Agreement is intended to transfer such right, title or interest to Shipper. 

b) (licence) Subject to clause 8.1(c) and Shipper’s compliance with the terms of this Agreement, Tipaload grants to Shipper and its Personnel a non- transferable and non-exclusive licence to install, view, use and display the App on the Device during the Term for personal and business purposes (to the extent that the business purpose is solely and directly related to the provision to Shipper of Transportation Services by Carrier) only. 

c) The licence granted under clause 8.1(b) does not include a right to sub-license or otherwise provide the App or Services to any third party. 

d) Shipper acknowledges and agrees that the availability of the App is dependent on the third party from which Shipper obtains the App (the App Store). Each App Store may have its own terms and conditions which Shipper agrees to comply with, and the licence granted under clause 8.1(b) is conditional on Shipper’s compliance with any such terms and conditions. 

8.2. Feedback 

a) Shipper agrees and acknowledges that any feedback, suggestions, bug reports, system errors and other information or ideas in relation to the App or the Services (Feedback) may be used by Tipaload in any manner it deems appropriate (and will not be regarded as being confidential or proprietary information). 

b) Shipper will ensure that any existing or future Intellectual Property Rights in any Feedback vest in Tipaload absolutely. Shipper agrees to assign, and procure the assignment of, such Intellectual Property Rights in any Feedback to Tipaload immediately on their creation. 

8.3. User Content 

a) Shipper agrees and acknowledges that it is solely responsible for any User Content. To the extent permitted by Law, including the Australian Consumer Law, Tipaload will not be responsible for any User Content and provides no guarantees regarding the accuracy, currency, suitability or quality of any User Content. 

b) Shipper grants Tipaload a perpetual, worldwide, transferable, non-exclusive right to access, use, adapt, modify, reproduce, reformat, transform, process, commercialise and exploit, and create Derivative Materials from, User Content to the extent necessary to undertake such activities. 

c) Tipaload may disclose User Content to third party service providers, if Tipaload merges with or is acquired by a third party, or to comply with applicable Laws. Tipaload may also use User Content to investigate or prevent any breach or potential breach of any applicable Law or this Agreement. 

8.4. Data and Derivative Materials 

a) Shipper grants Tipaload a perpetual, worldwide, transferable, non-exclusive right to access, use, adapt, modify, reproduce, reformat, transform, process, commercialise and exploit, and create Derivative Materials from, the Data to the extent necessary to undertake such activities. 

b) Shipper agrees and acknowledges that Tipaload intends to use and/or aggregate the Data in conjunction with other information collected or obtained by Tipaload, and Shipper agrees that Tipaload is permitted to make full use of, commercialise and exploit the Data for those purposes. 

c) Shipper will ensure that any existing or future Intellectual Property Rights in any Derivative Materials immediately vest in Tipaload absolutely. Shipper agrees to assign, and procure the assignment of, such Intellectual Property Rights in any Derivative Materials to Tipaload immediately on their creation. 

d) Without limiting the foregoing, Shipper agrees and acknowledges that Tipaload may disclose Data and Derivative Materials to any third party in its sole discretion. 

8.5 Privacy Compliance & Use of Personal Info  

Each User shall comply with all applicable privacy and data protection laws in relation to Personal Information obtained through the Tipaload platform. Users agree to use Personal Information of other users only for the legitimate purposes of the Tipaload-facilitated transaction and not for any unrelated purpose (including marketing or disclosure to third parties) without the data subject’s consent. Users must handle all Personal Information confidentially and securely. If a User is provided with or otherwise obtains Personal Information (such as names, contact details, job details) via Tipaload, that User must not retain it longer than necessary for the transaction, must not copy or store it outside the platform in violation of law, and must promptly delete it upon Tipaload’s request or completion of the transaction, except as required by law to retain. Each User shall indemnify Tipaload for any Loss, Claim or penalty arising from that User’s misuse of Personal Information or breach of applicable privacy laws. 

8.6 Consent to Data Handling & Privacy Policy Acknowledgment 

The User (Shipper/Owner) acknowledges that personal information necessary for the use of the Tipaload service (including identity, contact information, and transaction details) will be collected and used by Tipaload in accordance with Tipaload’s Privacy Policy. By using the service, you consent to Tipaload’s collection, use, and disclosure of your personal information and that of any individuals you provide (such as your employees or agents’ details) as required to facilitate the Services. You represent that any personal information of third parties you input into the platform has been collected and disclosed to Tipaload with the necessary consents or authority. Tipaload’s Privacy Policy is incorporated by reference into these Terms, and you agree to abide by it. 

8.7 No Assignment of Agreement 

No User may assign or transfer any of its rights or obligations under these Terms to any third party without the prior written consent of Tipaload. Any purported assignment in breach of this clause is void. Tipaload may assign its rights and obligations under this Agreement to a successor or third party as part of a business reorganization or sale, by providing notice to Users. 

9. Third party content 

The App and/or Services may contain links to third party websites, services or advertisements for third parties (Third Party Content). Those links are provided for convenience and may not remain current or be maintained. Unless expressly stated otherwise, Tipaload does not endorse and is not responsible for any Third Party Content and has no control over or rights in Third Party Content. 

 

10. Confidentiality 

10.1. Subject to clause 10.2, a party must not disclose, or use for a purpose other than as contemplated by this Agreement, the existence of and terms of this Agreement or any other Confidential Information. 

10.2. Permitted disclosure. A party may disclose any Confidential Information: 

a) to the other party to this Agreement; 

b) under corresponding obligations of confidence as imposed by this clause, to persons which control or are controlled by the party within the meaning of the Corporations Act 2001 (Cth), and the employees, legal advisors or consultants of such persons; 

c) which is at the time lawfully in the possession of the proposed recipient of the Confidential Information through sources other than the other party, or a Related Body Corporate of the other party, to this Agreement; 

d) in enforcing this Agreement or in a proceeding arising out of or in connection with this Agreement; 

e) if required under a binding order of a Governmental Agency or under a procedure for discovery in any proceedings; 

f) if required under any Law or any administrative guideline, directive, request or policy whether or not having the force of law; 

g) as required or permitted by this Agreement; 

h) to its legal advisers, its insurers and its consultants; or 

i) with the prior written consent of the other party to this Agreement. 

10.3. Publicity 

a) Shipper agrees that, notwithstanding this clause 10, Tipaload may: 

i. disclose to third parties the fact that Shipper has entered into this Agreement with Tipaload; and 

ii. use de-identified information about Shipper, in any marketing or other material used by Tipaload. 

b) For the avoidance of doubt, marketing material may include (but is not limited to) case studies regarding Shipper’s involvement with Tipaload, however Tipaload will only identify Shipper in marketing material (including in case studies) with Shipper’s prior written consent. 

10.4 Non-Reliance by Users 

Each User acknowledges that, in entering into this agreement and using the Tipaload Services, it has not relied on any representations, warranties, or statements made by Tipaload or its representatives other than those expressly set out in these Terms. To the extent any descriptive or promotional material (including any FAQs, summaries, or advertisements) was made available, the User agrees that such material is for general informational purposes only and does not form part of this agreement or create additional warranties. No statement or assurance by Tipaload staff or support (whether oral or written) shall be binding unless incorporated into a written contract or these Terms. The User agrees that its decision to use the Service is based on its own assessment and not on any promise of outcome or revenue from Tipaload. 

11. Privacy 

a) Tipaload may collect personal information about Shipper or its Personnel in order to provide the Services and for other purposes set out in the Privacy Policy. 

b) Shipper agrees and acknowledges that personal information may be disclosed to third parties (including to Carriers to assist in the resolution of any dispute between Shipper and a Carrier), and that the Privacy Policy sets out how Tipaload collects, uses, stores and discloses personal information and the consequences if that information is not provided. 

c) The Privacy Policy sets out the manner in which Shipper or its Personnel may access personal information, seek correction of personal information or complain about a breach of the Privacy Act. 

12. Representations and warranties 

a) Each party represents and warrants that: 

i. it has full power, authority and legal capacity to enter into this Agreement and perform its obligations under this Agreement; 

ii. execution and performance of this Agreement will not result in a breach of any terms or conditions of any instrument or agreement to which it is a party; and 

iii. it shall obtain and maintain all Consents applicable or necessary in order to perform its obligations under this Agreement. 

b) Shipper represents and warrants to Tipaload that: 

i. Shipper will enter into a separate consignment note with Carrier for the carriage of Goods or, if the Shipper is not the consignor of the Goods, it will procure the consignor to enter into a consignment note with Carrier; and 

ii. Shipper will take all reasonable steps to prevent breaches of any applicable Laws (including in relation to road transport mass, dimension, loading, speed compliance, work hours and occupational health and safety). 

13. No Consequential Damages & Service Availability  

 

To the maximum extent permitted by law, in no event shall Tipaload be liable to any User for any indirect, incidental, special or consequential losses or damages, or for any loss of profit, loss of business, loss of revenue, loss of data, or business interruption, arising out of or in connection with the use of the App or the Services, even if Tipaload has been advised of the possibility of such damages. The User acknowledges that the Tipaload Services may be subject to limitations, delays, and other issues inherent in the use of the internet and electronic communications. Tipaload shall not be responsible for any delays, delivery failures, or other damage or loss resulting from such issues, or from any scheduled maintenance or unforeseen downtime of the App.  

 

14. Technical Support and No Guarantee Clause 

Tipaload will use reasonable efforts to maintain the availability of the App and to protect the integrity of data transmissions. However, Tipaload does not guarantee that the Services will be free from technical errors, disruptions, or vulnerabilities at all times. The User agrees that any technical support or assistance provided by Tipaload is on an “as is” and “as available” basis, and Tipaload makes no warranty that any particular issue or defect will be corrected. Users are responsible for adopting their own contingency plans (such as backups or alternate arrangements) for managing their needs in the event of App unavailability or errors. 

 

15. Compliance 

a) Shipper must comply with all applicable Laws, including any Laws in relation to the use of heavy vehicles or in relation to fatigue management, speeding, restraint of goods, occupational health and safety and any other Laws that may impact upon a Shipper’s ability to comply with this Agreement. 

b) Shipper must obtain and maintain all Consents necessary to enable it to perform its obligations under this Agreement without infringing any Law or the rights of any person. 

16. Updates 

a) Tipaload may make Updates available to Shipper from time to time. Shipper must install any Updates as soon as reasonably practicable upon receipt. Once installed, Updates will be deemed to form part of the App. 

b) To the extent permitted by Law (including the Australian Consumer Law if applicable), Tipaload shall not be liable for any failure of the App or the Services to operate in accordance with this Agreement, or to otherwise meet any warranties or representations set out in this Agreement or required under Law, unless Shipper has installed all Updates pursuant to this clause 14. 

17. Force Majeure 

a) Subject to the requirement to give notice under this clause, if the performance by any party (Affected Party) of all or any of its obligations under this Agreement is prevented or delayed in whole or in part due to any Force Majeure Event, this Agreement will continue and remain in effect but the Affected Party will not be in breach of this Agreement for that reason only, and the Affected Party will be granted a reasonable extension of time to complete performance of its affected obligations. 

b) The Affected Party must promptly after becoming aware of a Force Majeure Event, give written notice to the other party of the nature of the Force Majeure Event and the way and the extent to which its obligations are prevented or delayed and notify the other party of any material change in these matters and use its reasonable endeavours to limit the effects of the Force Majeure Event, and promptly carry out its obligations as soon as, and to the extent that, it is able to do so. 

c) After 14 days (or earlier if agreed by the parties) of being given notice, either party may terminate the Agreement or negotiate to allow part fulfilment or deferment of the obligations of either party under this Agreement. 

18. Variation 

a) Tipaload may amend these terms and conditions from time to time to reflect changes in market conditions, changes in technology used to provide the products and services under this Agreement, changes in payment methods, changes in relevant Laws and regulatory requirements and changes in the capabilities of Tipaload’s system. 

b) Tipaload will notify Shipper of any amendment to this Agreement in writing. Shipper must accept the amended terms in order to continue its use of the Services. If Shipper does not agree to the amended terms, Shipper will be deemed to have exercised its right to terminate the Agreement pursuant to clause 19.2(e) below. 

b) Tipaload will notify the Shipper of any amendment to this Agreement in writing. By continuing to use the Services after such notification, the Shipper is deemed to have accepted the amended terms. If the Shipper does not agree to the amended terms, they must cease using the Services and will be deemed to have exercised their right to terminate the Agreement pursuant to clause 19.2(f) below.  

 

19. Term and termination 

19.1. Term. This Agreement commences on the Commencement Date and shall continue until terminated in accordance with its terms. 

19.2. Termination 

a) (for cause) Either party may terminate this Agreement with immediate effect by giving written notice to the other party at any time if the other party: 

i. breaches any warranty in this Agreement or any other provision of this Agreement which is incapable of being remedied, or where the breach is capable of being remedied, fails to remedy the breach within seven days after receiving written notice from the terminating party requiring it to do so; or 

ii. on the occurrence of an Insolvency Event. 

b) (termination for failure to comply with requirements) Without limiting clause 19.2(a)(i), Tipaload may suspend Shipper’s access to the Services or terminate this Agreement with immediate effect if Shipper breaches clauses 6 or 13 of this Agreement. 

c) (suspension or termination for unacceptable Shipper Ratings) Tipaload may suspend Shipper’s access to the Services or terminate this Agreement with immediate effect in accordance with clause 4(e). 

d) (termination for Regulatory Event) If a Regulatory Event that, in the reasonable opinion of Tipaload, may affect the subject matter of this Agreement occurs or is likely to occur during the Term, Tipaload may immediately suspend the performance of this Agreement or terminate this Agreement without liability to Shipper. 

e) (termination for refusal of new terms) If Shipper elects not to accept variations to these terms made pursuant to clause 16, Shipper will be deemed to have terminated this Agreement with immediate effect. 

f) (termination for convenience) Either party may terminate this Agreement for convenience and without incurring liability to the other party at any time by giving at least 30 days’ written notice to the other party. 

 

20. Consequences of termination 

a) On termination of this Agreement for any reason: 

i. all rights granted to Shipper under this Agreement shall cease; 

ii. any Shipper Account will be deactivated and any User Content may be deleted; 

iii. Shipper must cease all activities authorised by this Agreement; and 

iv. Shipper must immediately delete or remove the App from all Devices, and immediately destroy all copies of the App in its possession. 

b) Shipper must, within 20 Business Days of termination, pay to Tipaload all fees incurred and/or owing under the Agreement up to and including the date of termination or expiry. 

21. Accrued rights and remedies and survival 

Without limiting any other provision of this Agreement, clauses 6 (Use of App and Services), 8 (Intellectual Property), 10 (Confidentiality), 11 (Privacy), 18 (Consequences of termination), this clause 19 (Accrued rights and remedies and survival), 20 (Disclaimer), 21 (Indemnities), and any other clauses which should by their nature survive termination of this agreement, survive termination or expiration of this Agreement for any reason. 

22. Disclaimer 

Shipper agrees and acknowledges that, to the extent permitted by Law (including the Australian Consumer Law if applicable), Tipaload: 

a) does not represent, warrant or accept any liability in relation to the accuracy, currency, reliability or quality of the App or the Services; 

b) does not represent or warrant that the App or the Services are free from errors or omissions, or that they are exhaustive; 

c) without limiting clause 20(a) or 20(b), does not represent, warrant or accept any liability in relation to the information provided by Shipper in the course of commencing a Job Request or information or estimates provided by Tipaload as part of the Services; 

d) does not represent or warrant that the App or the Services will be available on an uninterrupted, timely or secure basis; 

e) does not represent or warrant that the App or services will be free of viruses or other harmful code; and 

f) disclaims any warranties, representations or endorsements, express or implied, with regard to the App or the Services, including all implied warranties of merchantability, fitness for a particular purpose, or non-infringement. 

23. Indemnities 

23.1. Indemnity by Tipaload. Tipaload shall defend, hold harmless and indemnify Shipper from and against any Loss suffered or incurred by Shipper arising out of or in connection with any Claim that the Services infringe any Intellectual Property Right or other right of any third party, except to the extent that such Loss is caused or contributed to by an act or omission of Shipper. 

23.2. Indemnity by Shipper. Shipper shall defend, hold harmless and indemnify Tipaload and its Related Bodies Corporate and Personnel (the Tipaload Indemnified Parties) from and against any Loss suffered or incurred by the Tipaload Indemnified Parties arising out of or in connection with: 

a) any breach of this Agreement or any applicable Laws; 

b) the death or injury of any person arising out of or otherwise in connection with any negligence or wrongful act or omission of Shipper or its Personnel; 

c) any fraud (including intentional and/or fraudulent misrepresentation), criminal activity, negligence or wilful misconduct of Shipper or its Personnel; 

d) any Claim by any person (including Shipper) in connection with any Feedback, User Content or data used or disclosed by Tipaload in connection with this Agreement; 

e) any Claim by any person (including Shipper) that is connected with use by Shipper of the Services; or 

f) any loss or damage to property arising out of or otherwise in connection with any wrongful act or omission of Shipper. 

24. Role of Tipaload 

a) Tipaload acts solely as an intermediary platform that connects Shippers with Carriers. Tipaload is not a transportation service provider, contractor, or party to the transportation contracts between Shippers and Carriers. Tipaload disclaims all liability for the actions, omissions, or compliance of Shippers and Carriers, including but not limited to any accidents, delays, or damages that occur during the execution of a transportation job facilitated through the Tipaload app.  

25. Limitation of liability 

a) To the extent permitted by Law, (including the Australian Consumer Law if applicable), and subject to clause 22(d), in no event will the aggregate liability of Tipaload for any Loss, direct or otherwise, exceed the Liability Cap, regardless of the cause or form of action. For the avoidance of doubt, the limitation of liability under this clause 22(a) is cumulative and not per incident or Claim. 

b) To the extent permitted by Law, (including the Australian Consumer Law if applicable), under no circumstances will Tipaload be liable for any Consequential Loss. 

c) The limitations and exclusions in this clause 22 shall apply whether the action, claim or demand arises from breach of contract, tort (including negligence) or under any other theory of liability. 

d) Clause 22(a) does not apply to, and shall not limit, any party’s liability: 

i. for death or personal injury caused by that party or its Personnel; 

ii. for fraud (including fraudulent misrepresentation); or 

iii. under any indemnity given in this Agreement. 

e) Users agree not to sue Tipaload individuals (directors, officers, employees) and all claims must be brought against the company. 

f) Shipper acknowledges that certain losses (delay, spoilage, misdescription, hazardous goods) may not be insured. Shipper waives any claim against Tipaload for cargo loss/damage, agrees such claims lie solely against the Carrier.  

26. No Partnership or Employment 

Independent Parties. The relationship between Tipaload and each User is that of independent contracting parties. Nothing in these Terms shall be construed as creating any partnership, joint venture, fiduciary relationship, or employment relationship between Tipaload and any User. Carriers and Tip Site Owners act as independent service providers to Shippers (and not as employees or agents of Tipaload), and Shippers are customers of those independent providers. Tipaload’s role is limited to providing the platform and payment facilitation as an agent on behalf of the Carrier or Owner for the sole purpose of collecting payments from Shippers and remitting them (less applicable fees) – this limited agency for payment does not create any other form of agency or authority. Users have no authority to bind Tipaload in any manner, and shall not represent themselves as having such authority. 

27. Assignment 

a) The contract between Tipaload and Shipper is binding on the parties and their respective successors and assigns. 

b) Shipper must not transfer, assign, charge, sub- contract or otherwise dispose of this Agreement, or any of its rights or obligations arising under it, without Tipaload’s prior written consent. 

c) Tipaload may transfer, assign, charge, sub- contract or otherwise deal with an Agreement, or any of its rights or obligations arising under it, at any time during the term of the Agreement. 

28. Dispute resolution 

a) Neither party may commence any court or arbitration proceedings relating to a Dispute unless it has complied with the provisions of this clause 24, except to seek urgent interlocutory relief. 

b) A party claiming that a Dispute has arisen must promptly notify the other party in writing by giving details of the Dispute. The parties must use reasonable endeavours to resolve any Dispute. 

c) If the parties are not able to resolve the Dispute in accordance with clause 24(b) within 20 Business Days from the date of notification, either party may immediately refer the Dispute to mediation and the parties will use reasonable endeavours to resolve the Dispute following the ACDC Guidelines. Each party must bear its own costs in relation to complying with this clause 24(c), except for the costs and expenses of the mediation, which will be borne by the parties equally. 

29. Notices 

29.1. Provision of notices 

Any notice, demand, consent or other communication (a Notice) given or made under this Agreement: 

a) must be in writing and signed by the Shipper or a person duly authorised by the Shipper; 

b) must be addressed and delivered to the address, email address or fax number last notified by the intended recipient to the Shipper after the date of this Agreement; and 

c) will be conclusively taken to be duly given or made when delivered, received or left at the above email address, fax number or address. If delivery or receipt occurs on a day that is not a business day in the place to which the Notice is sent or is later than 4pm (local time) at that place, it will be conclusively taken to have been duly given or made at the commencement of business on the next business day in that place. 

30. Relationship of the parties 

Shipper’s relationship with Tipaload under this Agreement is solely one of service provider and service recipient (including, as part of that relationship, a licensor and licensee relationship). Nothing in this Agreement constitutes a relationship of employer and employee, partnership, joint venture or agency and, except as stated in this Agreement, neither party has any authority or power to: 

a) bind the other; or 

b) create a liability against the other. 

31. General 

31.1. Further assurances 

Each party agrees to do all things and execute all deeds, instruments, transfers or other documents as may be necessary or desirable to give full effect to the provisions of this Agreement and the transactions contemplated by it. 

31.2. Entire agreement 

This Agreement contains the entire agreement between the parties with respect to its subject matter. It sets out the only conduct, representations, warranties, covenants, conditions, agreements or understandings (collectively Conduct) relied on by the parties and supersedes all earlier Conduct by or between the parties in connection with its subject matter. 

None of the parties has relied on or is relying on any other Conduct in entering into this Agreement and completing the transactions contemplated by it. 

31.3. Waiver 

No failure to exercise or delay in exercising any right, power or remedy under this Agreement operates as a waiver. A single or partial exercise or waiver of the exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing. 

31.4. Remedies cumulative 

The rights, powers and remedies provided to a party in this Agreement are in addition to, and do not exclude or limit, any right, power or remedy provided by law or equity or any agreement. 

31.5. No merger 

The rights and obligations of the parties will not merge on the completion of any transaction contemplated by this Agreement. They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing a transaction. 

31.6. Severability 

If any provision of these Terms (or part thereof) is found to be invalid or unenforceable under applicable law, it shall be read down or severed to the minimum extent necessary so that it becomes valid and enforceable, and the remaining provisions shall remain in full force and effect. Risk Allocation. The provisions of these Terms which limit liability, exclude warranties, or allocate risk between the User and Tipaload (including indemnities, disclaimers, and limitations of liability) are agreed by the parties to be fair and reasonable and shall survive the termination or expiration of this Agreement. In the event of any inconsistency between these Terms and any other document or policy referenced herein, the terms of this Agreement shall prevail to the extent of the inconsistency. 

31.7. Costs and duty 

Each party must bear its own costs arising out of the negotiation, preparation and execution of this Agreement. 

31.8. Governing law and jurisdiction 

This Agreement and, to the extent permitted by law, all related matters including non-contractual matters, is governed by the laws of New South Wales and of the Commonwealth of Australia applying there. In relation to such matters each party irrevocably accepts the non- exclusive jurisdiction of courts with jurisdiction there and waives any right to object to the venue on any ground. 

31.9. Counterparts 

This Agreement may be executed in any number of counterparts. All counterparts will be taken to constitute one agreement. 

32. Definitions and Interpretation 

32.1. Definitions 

The following definitions apply unless the context requires otherwise. 

Access Credentials means the necessary security measures provided by Tipaload to Shipper to access its Shipper Account. 

ACDC means the Australian Commercial Disputes Centre Ltd (or, if that organisation ceases to exist, a similar organisation nominated by the party referring the Dispute to mediation). 

ACDC Guidelines means ACDC Guidelines for Commercial Mediation (or if the ACDC ceases to exist, the guidelines for mediation of any similar organisation nominated by the party referring the Dispute to mediation) in force from time to time, the terms of which are incorporated into this Agreement. 

App means the mobile or desktop application described as the “Tipaload App” (as updated from time to time) or any other application used to provide the Services. 

App Store has the meaning given in clause 8.1(d). 

Business Day means a weekday on which banks are open in Sydney, New South Wales. 

Cancellation Fee means the fees charged to a Shipper in the circumstances set out in clauses 3.3(a), 3.3(g) or 3.3(h). The Cancellation Fee will be equal to the amount equivalent to the call out rate for the Truck from the time that Carrier accepted the Job Request until the time that the Job has been cancelled. 

Claim means, in relation to a party, a demand, claim, action or proceeding made or brought by or against the party, however arising and whether present, unascertained, immediate, future or contingent. 

Commencement Date means the date the parties enter into this Agreement. 

Completed Job has the meaning given in clause 3.4(i). 

Confidential Information means all information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into this Agreement and includes, without limitation, any information and material concerning the contractual or commercial dealings, financial details, products or services (current or proposed), customers, employees, internal policy, the Intellectual Property Rights of a party or dealings under this Agreement. 

Consents means any licences, clearances, permissions, certificates, permits, authorities, declarations, exemptions, waivers, approvals or consents. 

Consequential Loss means any: 

a) loss of profits, loss of income or revenue, loss of data, loss of or damage to reputation, loss of or damage to goodwill, loss of business opportunities (including opportunities to enter into or complete arrangements with third parties), loss of management time, damage to credit rating, or loss of business; and 

b) any loss, not arising naturally (that is according to the usual course of things), from the relevant breach, whether or not such loss is reasonably supposed to have been in the contemplation of both parties, at the time they made the Agreement, as the probable result of the relevant breach. 

Dangerous Goods means any good that is classified as a dangerous good in any Australian Commonwealth or State based legislation. 

Data means data (excluding Personal Information) that Shipper inputs into the App or provides to Tipaload or its Personnel by any other means or that is otherwise obtained by or on behalf of Tipaload or its Personnel via the App or by any other means. 

Delivery Site means any physical location to which Goods must be delivered by Carrier in order to complete a Job. 

Derivative Materials means materials, data and insights derived or created by or on behalf of Tipaload or its Personnel in accordance with clause 8.4, which are based on, or created or derived from, the Data. 

Device means the device provided and used by Shipper to access the App. 

Dispute means a dispute between the parties arising in connection with this Agreement. 

Carrier means a Carrier who is matched to Shipper using the Services, and who provides Transportation Services for Shipper. 

Carrier Ratings has the meaning given in clause 4(b). 

Feedback has the meaning given in clause 8.2(a). 

Force Majeure Event means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party: 

a) act of God, lightning, storm, flood, fire, earthquake or explosion; 

b) strike, lockout or other labour difficulty; 

c) act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic; 

d) the effect of any applicable laws, orders, rules or regulations of any government or other competent authority; 

e) embargo, power or water shortage, lack of transportation, lack of public or private telecommunications networks; and 

f) breakage or accident or other damage to machinery. 

Goods has the meaning given in clause 1(a)(ii). 

Governmental Agency means any government or any governmental, semi-governmental or judicial entity or authority. It also includes any self-regulatory organisation established under statute or any stock exchange. 

Insolvency Event means where: 

a) a party ceases, suspends or threatens to cease or suspend the conduct of all or a substantial part of its business or disposes of or threatens to dispose of a substantial part of its assets; 

b) a party becomes unable to pay its debts when they fall due, or stops or suspends or threatens to stop or suspend payment of all or a class of its debts; 

c) a party becomes or is (including under legislation) deemed or presumed to be insolvent; 

d) a party has a receiver, manager, administrator, administrative receiver or similar officer appointed in respect of it or the whole or any part of its assets or business; 

e) any composition or arrangement is made with any one or more classes of its creditors; 

f) except for the purpose of solvent amalgamation or reconstruction, an order, application or resolution is made, proposed or passed for its winding up, dissolution, administration or liquidation; 

g) a party enters into liquidation whether compulsorily or voluntarily; or 

h) any analogous or comparable event takes place in any jurisdiction. 

Intellectual Property Rights means all industrial and intellectual property rights of any kind including but not limited to copyright (including rights in computer software), trade mark, service mark, design, patent, trade secret, semi- conductor or circuit layout rights, trade, business, domain or company names, moral rights, rights in Confidential Information, know how or other proprietary rights (whether or not any of these are registered and including any application, or right to apply, for registration) and all rights or forms of protection of a similar nature or having equivalent or similar effect to any of these which may subsist anywhere in the world. 

Invoice has the meaning given in clause 3.4(f). 

Job has the meaning given in clause 3.2(e). 

Job Calculation has the meaning given in clause 3.4(d). 

Job Change has the meaning given in clause 3.3(h). 

Job Request means a request by Shipper to transport Goods which has been matched with Carrier, and which can be accepted or declined by Carrier using the App. 

Law means all laws including rules of common law, principles of equity, statutes, regulations, proclamations, ordinances, by-laws, rules, regulatory principles, requirements and determinations, mandatory codes of conduct, writs, orders, injunctions and judgments. 

Liability Cap means the amount equal to the fees paid by Shipper in the preceding six month period from the time the event occurred that gave rise to the Claim. 

Loss means any loss, liability, Claim, damage, cost, charge, expense or diminution in value, however arising, and whether present or future, fixed or unascertained, actual or contingent. 

Permitted Dispute Period means the period of time in which Shipper may dispute the Job Calculation, as notified by Tipaload to Carrier and Shipper from time to time. 

Permitted Timeframe means the period of time in which Carrier may accept or decline a Job Request once it has been notified to Carrier, as notified by Tipaload to Carrier from time to time. 

Personal Information means “personal information” as defined in the Privacy Act that either party has collected, received or otherwise has access to in connection with this Agreement. 

Personnel means in respect of a person any employee, contractor, servant, agent, or other person under the person’s direct or indirect control and includes any sub- contractors. 

Pick-up Location means any physical location to which Goods must be picked-up by Carrier in order to complete a Job. 

Privacy Act means the Privacy Act 1988 (Cth). 

Privacy Policy means the privacy policy of Tipaload available at www.tipaload.com.au, as amended from time to time. 

Proof of Delivery means the proof of delivery document signed by Receiver or Shipper. For the avoidance of doubt, this proof of delivery document includes an electronic version of the document signed by Receiver or Shipper on Carrier’s Device. 

Receiver has the meaning set out in clause 3.4(a). 

Regulatory Event means: 

a) an amendment, repeal or change in Law, the enactment of a new Law, or a change in the interpretation or application of a Law (including Privacy Laws); or 

b) a direction, notice or order of a Governmental Agency which is binding on Tipaload or Shipper. 

Related Body Corporate has the meaning given in the Corporations Act 2001 (Cth). 

Shipper Account has the meaning given in clause 2(a). 

Shipper Rating has the meaning given in clause 4(a). 

Service Fee means the amount calculated as a fixed percentage of the amount of the Job Calculation exclusive of GST, or the GST-exclusive amount charged for the Cancellation Fee (as applicable). 

Shipper means Shipper. 

Tax includes any tax, levy, impost, deduction, charge, rate, duty, compulsory loan or withholding that is levied or imposed by a Governmental Agency, and any related interest, penalty, charge, fee or other amount. 

Term means the period described in clause 17. 

Third Party Content has the meaning given in clause 9. 

Tipaload Service Fee means a 12.5% charge added to a Carrier’s bid, prior to being provided to a Shipper for approval.    

Transportation Services means the transportation of Goods by Carrier for Shipper (including, if applicable, the loading and unloading of the Goods under the instruction of Shipper or Receiver). 

Truck means any vehicle used by a Carrier to provide Transportation Services. 

Update means any update or upgrade to the App issued by Tipaload from time to time. 

User Content means any and all information, data and other content that a Carrier or Shipper submits to, or uses with, the App or Services. 

28.2. Interpretation 

The following rules apply unless the context requires otherwise: 

a) headings are for convenience only and do not affect interpretation; 

b) the singular includes the plural, and the converse also applies; 

c) nothing in this Agreement is to be interpreted against a party solely on the ground that the party put forward this Agreement or a relevant part of it; 

d) if a word or phrase is defined, its other grammatical forms have a corresponding meaning; 

e) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity; 

f) a reference to a clause or Schedule is a reference to a clause of, or Schedule to, this Agreement; 

g) a reference to an agreement or document (including a reference to this Agreement) is to the agreement or document as amended, supplemented, novated or replaced, except to the extent prohibited by this Agreement or that other agreement or document; 

h) a reference to a party to this Agreement or another agreement or document includes the party’s successors, permitted substitutes and permitted assigns (and, where applicable, the party’s legal personal representatives); 

i) a reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it; 

j) a reference to writing includes any method of representing or reproducing words, figures, drawings or symbols in visible or tangible form; 

k) a reference to conduct includes an omission, statement or undertaking, whether or not in writing; 

l) a reference to an agreement includes any undertaking, deed, agreement and legally enforceable arrangement, whether or not in writing, and a reference to a document includes an agreement (as so defined) in writing and any certificate, notice, instrument and document of any kind; 

m) mentioning anything after includes, including, for example, or similar expressions, does not limit what else might be included; 

n) a reference to dollars and $ is to Australian currency or such other currency set out in the relevant Order; and 

o) a month means a calendar month. 

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