Pronti Terms and Conditions for Drivers

Welcome to Pronti! We provide a hyper-local, on-demand delivery platform to connect Retailers and Customers who require fast, same-day delivery of goods, using independent Drivers to fulfil orders (Platform).

In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Pronti Co Pty Ltd (ACN 684 730 596).

These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a user. You cannot use our Services unless you agree to these Terms. The obligations in these Terms apply to Drivers only. If you are a Retailer or a Customer, please refer to the relevant terms for those users.

Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.

For questions about these Terms, or to get in touch with us, please email: admin@pronti.au

These Terms were last updated on 21 March 2025.

OUR DISCLOSURES

Please read these Terms carefully before you accept. We draw your attention to:

●     our privacy policy (on our website) which sets out how we will handle your personal information;

●     clause 1.6 (Variations) which sets out how we may amend these Terms;

●     clause 4 (Account) which sets out all the information you must provide to us to become a Driver;

●     clause 7 (Insurance) which sets out the insurances you must hold to provide the Driver Services; and

●     clauses 6.1(g) and 17 (Liability) which sets out exclusions and limitations to our liability under these Terms.

We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform.

These Terms do not intend to limit your rights and remedies at law, including any of your Consumer Law Rights.

1.              Platform Licence and Term

1.1           These Terms apply from when you sign up for an Account, until the date on which your Account is terminated in accordance with these Terms. We grant you a right to use our Services for this period of time only.

1.2           These Terms apply where you are a Driver only.

1.3           You must be at least 18 years old to use our Platform.

Platform Licence

1.4           While you have an Account, we grant you a right to use our Platform (which may be suspended or revoked in accordance with these Terms). This right cannot be passed on or transferred to any other person.

1.5           You must not:

(a)            access or use our Platform in any way that is improper or breaches any laws, infringes any person's rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability; 

(b)           interfere with or interrupt the supply of our Platform, or any other person’s access to or use of our Platform; 

(c)            introduce any viruses or other malicious software code into our Platform; 

(d)           attempt to access any data or log into any server or account that you are not expressly authorised to access; 

(e)           use our Platform to send unsolicited electronic messages;

(f)             use dating mining, robots, scraping or other data gathering and extraction tools on our Platform; or

(g)            access or use our Platform to transmit, publish or communicate material that is, defamatory, offensive, abusive, indecent, menacing, harassing or unwanted.

1.6           Variations: We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use our Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you may close your Account with effect from the date of the change in these Terms by providing written notice to us. If you close your Account, you will no longer be able to access our Services (including our Platform) on and from the date of cancellation.

2.              Platform Summary

2.1           Our Platform is a place where Customers can purchase items from Retailers, and Drivers deliver these items to the Customer. We only provide our Services and are not a party to any transaction or agreement entered into between Retailers, Customers and Drivers (see the “Our Services” section below for more information about the services we provide to you).

2.2           Drivers use the Platform to accept any Orders from a Customer and receives a Fee for the Driver Services.

2.3           All monies paid for the Driver Services by Customers or Retailers (as applicable) will be held by our third-party payment processor, and will be distributed to Drivers (less any amounts to be deducted in accordance with these Terms) at the frequency selected by the Driver on our Platform. Drivers will only be paid for the Driver Services where the Customers or Retailers (as applicable) have made payment.

2.4           The Platform may generate the tax invoices on behalf of the Driver issued to the Customer or the Retailer for the Driver Services provided for the Order by the Driver, depending on the arrangement between us and the Customer or Retailer.  

2.5           Communication: You can contact the Retailer or the Customer in connection with an Order privately using our private messaging service. You agree to not use our Platform to obtain the Retailer’s or the Customer’s contact details for the purpose of circumventing any fees payable to us for the use of our Platform and our Services or otherwise to infringe on any individuals privacy or rights under law.

3.              Our Services

3.1           We provide the following services to you:

(a)            access to our Platform; and

(b)           access to our troubleshooting support (Support Services),

(collectively, our Services).

3.2           If you require Support Services, you may request these by getting in touch with us through our Platform.

3.3           Unless we agree otherwise, Support Services cannot be used to support any other products or services, and does not include training, installation of software or hardware, software development or the modification, deletion or recovery of data or any on-site services.

3.4           We will not be responsible for any other services unless expressly set out on in these Terms or on our Platform.

3.5           Additional Services: If you require additional services, we may, in our sole discretion, provide such additional services (to be scoped and priced in a separate contract provided by us).

3.6           Beta Services: If we provide you with access to any new or beta services, you acknowledge that because of the developmental nature of such services, you use them at your own risk and we have no obligation to maintain or provide error corrections. Any new or beta services we provide you with access to are for evaluation purposes only and not for production use, and we may discontinue those services at any time at our sole discretion.

4.              Account

4.1           You must register on the Platform as a Driver and create an account (Driver Account) to access the Platform’s features. You may not create multiple Driver Accounts.

4.2           When registering for an Account, you must provide basic information to us, including your full name, phone number and email address.

4.3           You acknowledge and agree that you must undergo the application and review process set out in this clause 4 before your Driver Account is active and you can provide the Driver Services.

4.4           You acknowledge and agree that we reserve sole discretion as whether we approve or reject your request to open a Driver Account and may limit, suspend or remove your Driver Account at any time.

4.5           While you have a Driver Account with us, you agree to:

(a)            keep your information up-to-date (and ensure it remains true, accurate and complete) and notify us immediately if your information is not up-to-date;

(b)           keep usernames and passwords secure and confidential, and protect them from misuse or being stolen;

(c)            not share your Driver Account, username or password with any third party; and

(d)           notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Driver Account.

4.6           We may make access to and use of certain parts of the Platform subject to conditions or requirements, including identity verification, cancellation history, quality of Driver Services and threshold of reviews.

4.7           You acknowledge and agree that we may conduct spot checks to confirm your compliance with this clause 4 at any time.

Applications

4.8           Once you create an Account, you must go through our online application process to become a verified Driver (Application).

4.9           All payments in relation to the Driver Services are processed through our third-party payment processor, Stripe. You must create an account with Stripe when creating an Account in order for you to receive your fees from the Customers or Retailers (as applicable) for the Driver Services.

4.10        You must hold a valid Australian Business Number (ABN) or New Zealand Business Number (NZBN) in order to provide the Driver Services.

4.11        You must provide us (or the relevant Third-Party Verification Provider) with the following information to complete the Application:

(a)            your full name (as listed on your chosen identification documentation);

(b)           your date of birth;

(c)            your proof of identity documentation;

(d)           your valid and current unrestricted drivers’ licence: (i) if you are a Driver in Australia, issued in an Australian state or territory appropriate for your Vehicle; and (ii) if you are a Driver in New Zealand, issued in New Zealand;

(e)           your Vehicle details, including vehicle registration details, conditions, dimensions and capacity;

(f)             your Driving History Report;

(g)            your Criminal History Report;

(h)           certificate of currency of your valid and current Driver Insurance;

(i)             your Technology and Equipment details;

(j)             your Company Number;

(k)            your Stripe account details;

(l)             any other requirements listed in the Application from time to time;

4.12        Once you have submitted the Application and provided the information in clause 4.11, we will assess your Application and conduct any necessary Background Checks (whether by us or our Third-Party Verification Provider). By submitting your Application, you consent to us sharing your Personal Information with our Third-Party Verification Provider. You agree that we are not responsible for delays or errors caused by a Third-Party Verification Provider.

4.13        We will accept or reject the Application in our sole discretion.

4.14        If we accept the Application, your Account information will be used to create a profile which you may then curate.

4.15        You acknowledge and agree that all information you provide to us in connection with the Application is true, accurate, up-to-date and not misleading.

Onboarding

4.16        Once the Application has been processed, you will hold a valid Driver Account.

4.17        You agree to undertake any onboarding requirements listed on our Platform or notified to you from time-to-time before you can provide the Driver Services.

Verifications

4.18        Drivers who pass an Identity Check will be permitted to use a verification symbol on our Platform (Verified Status). You acknowledge and agree that we may revoke or update your Verified Status if we suspect you are in breach of these Terms or our Policies.

5.              Driver Services

5.1           You acknowledge and agree that you provide the Driver Services directly to the Customer or the Retailer (as applicable), in compliance with these Terms and our Policies we provide to you from time to time.

5.2           The Platform may notify you of the opportunity to perform Driver Services in accordance with Orders placed by Customers (Booking Request). You agree that by creating an Account, you are making yourself available to receive Booking Requests, which you may accept or reject.

5.3           Booking Requests will include a description of the Order, any delivery instructions, including how the delivery address is accessed, the vehicle required, any vehicle features required if applicable, the Customer’s authorisation to collect the Order, and other information relevant to the Driver Services.

5.4           You acknowledge and agree that you will only accept a Booking Request if you are able to meet all the requirements of that Booking Request.

5.5           If you accept the allocated Booking Request through the Platform, it becomes a Confirmed Booking.

5.6           Subject to clause 5.3, by accepting a Booking Request, you agree:

(a)            that you are legally entitled to and capable of supplying the Driver Services described in the Booking Request;

(b)           to retrieve the Products in a safe and timely fashion, including in accordance with any timeframes set out in the Booking Request;

(c)            to ensure the Booking Request is accurately performed according to the instructions, specifications, or guidelines of the Order, Customer, Retailer, or any other party requesting the Driver Services; and

(d)           to complete the delivery of the Products to the Customer in a safe and timely fashion without taking any action that would change the quality of the Products.

5.7           You agree to take a photo of each of the Products upon collection from the Retailer and upon delivery to the Customer as proof of collection, delivery and condition.

5.8           Risk in the Products will pass to you when you collect the Products. Risk in the Products will pass to the Customer when you have delivered the Products to the Delivery Location.

5.9           You acknowledge and agree that the responsibility for loading the Products into your Vehicle is on the Retailer and the responsibility for unloading the Products is on the Customer. If the Customer is not available for unloading, you may unload the Products in a secure location at the Delivery Location, provided you reasonably deem the location to be safe. You agree to be responsible for, and waive us from, any Liability you may suffer as a result of loading or unloading the Products.

5.10        If the Customer, or a person nominated by the Customer as set out in the Booking Request, is not available to collect the Products directly from you, you must leave the Products in a secure location at the Delivery Location, take a photo of the delivered Products at the Delivery Location and upload this photo to the Platform to confirm delivery. The risk in the Products will pass to the relevant Customer once the photo has been uploaded. The Customer must then confirm delivery of the Products on the Platform.

5.11        If the Customer has specific unloading instructions, they must provide them in the Booking Request. You agree that you are not required to provide any lifting or unloading services for Products that require special handling or put your health or safety at an unreasonable risk.

5.12        You acknowledge and agree that we are not liable for any Liability arising from Products that are left in a secure location where the Customer was unavailable for collection.

5.13        Where available through the Platform, you may provide Driver Services in relation to multiple Booking Requests simultaneously, dependent on the size of the Order, collection and delivery locations and your Vehicle capacity.

6.              Driver Obligations

6.1           You represent, warrant and agree that:

(a)            you will not use our Platform, including Our Intellectual Property, in any way that competes with our business;

(b)           there are no legal restrictions preventing you from entering into these Terms; 

(c)            all information and documentation that you provide to us in connection with these Terms is true, correct and complete (including any information in connection with your Application); 

(d)           you are responsible for complying with all laws, rules and regulations which apply to providing the Driver Services in your Confirmed Booking;

(e)           you are appropriately qualified, and have the required skills, knowledge or training, to provide the Driver Services; and

(f)             you will perform the Driver Services in a timely, efficient, safe and lawful manner. You are solely responsible for determining which Booking Requests to accept, the type, timing, manner and means, methods or processes of providing your Driver Services. We do not supervise, direct or control any of the Driver Services you offer. We do not provide you with training, equipment or tools or any materials to provide your Driver Services. You are responsible for any taxes payable on any fee you receive for your Driver Services;

(g)            you are solely responsible for exercising due care and managing health and safety risks when performing the Driver Services. You acknowledge and agree that you are not our employee and are not entitled to any employment benefits. You understand and voluntarily accept any risk that may arise from your performance of the Driver Services. To the maximum extent permitted by law, we exclude our liability, and you hereby indemnify us, for any Liability we incur, arising from, or in connection with this clause 6.1(g); and

(h)           you must not do or attempt to do anything that is unlawful or inappropriate when using the Platform, including using the Platform for unlawful purposes.

6.2           You acknowledge and agree that while performing the Driver Services you:

(a)            will ensure that you remain active on the Platform by keeping your device and location services on (for the purposes of customer tracking in accordance with clause 8.4);

(b)           will use reasonable endeavours to ensure that the Products will not be lost or damaged, and you will not cause or contribute to any loss of, or damage to, any of the Products; and

(c)            will not perform any services the same or similar to the Driver Services for any other delivery platforms or businesses while actively fulfilling a delivery through the platform.

7.              Driver Insurance

7.1           As a Driver, at a minimum, you are required to always effect and maintain the following insurances with a reputable insurance provider:

Compulsory Third Party (CTP) Insurance – as required by law for all registered vehicles in Australia;

(a)            Commercial or Rideshare Vehicle Insurance – covering delivery services, including liability for third-party property damage;

(b)           Public Liability Insurance – with a minimum coverage of AUD $5,000,000, covering liability for injury or damage arising from deliveries;

(c)            Goods in Transit Insurance (optional but recommended) – covering loss, theft, or damage to goods transported;

(d)           any other insurance set out on the Platform; and

(e)           all other insurances required by Law in order for you to provide the Driver Services in accordance with these Terms

(collectively, Driver Insurance).

7.2           Where we request you to provide evidence of any licence or insurance you are required to hold in accordance with clause 7.1, we are not confirming that the licence or insurance you have is sufficient or suitable for the services you choose to provide to Customers. If we do not ask you to provide evidence of licence or insurance this does not indicate that you do not require the licence or insurance. You acknowledge and agree it is your responsibility to make your own investigations and receive professional advice on the licences and insurances you require and we make no warranty to you or Customers or Retailers in this respect.

7.3           We reserve the right to suspend your Account at any time if we suspect or become reasonably aware that you are in breach of this clause 7.

8.              Communication

8.1           We may contact you via the Platform using in-Account notifications, or via off-Platform communication channels, such as text message, phone call or email.

8.2           Customers and Drivers can communicate privately using:

(a)            our private messaging service once a Booking Request has become a Confirmed Booking; and

(b)           their telephone numbers which are privately displayed on the Platform between the Driver and the Customer once the Driver accepts a Booking Request and whilst the Driver Services are being performed.

8.3           Customers will receive notifications on the Platform, by email or text message updating them on the status of their Booking Request.

8.4           You acknowledge and agree that your live location will be shared with the Customer through the Platform during your performance of the Driver Services to allow the Customer to track your location and determine when you will arrive at the Delivery Location.

8.5           Customers and Drivers must not use the contact details to organise the provision of the Driver Services off the Platform, or otherwise to attempt to circumvent the payment of any fees to us.

9.              Payment for Driver Services

9.1           To register as a Driver on our Platform, you are required to link your Stripe account to your Account. By making or accepting payment through Stripe, you accept Stripe’s terms and conditions.

9.2           A Customer or Retailer (as applicable) must pay the fee set out on the Platform to you via the Platform to make a Booking Request in accordance with the payment terms set out on the Platform.

9.3           As a Driver, when you create an Account and accept a Booking Request, you agree that:

(a)            the Delivery Fee is the total fee the Customer or Retailer (as applicable) pays for Driver Services as determined by the Retailer;

(b)           upon completion of the Driver Services of a Confirmed Booking, Stripe will pay you the Delivery Fee; ;

(c)            we may set-off or deduct from the Delivery Fee any amounts payable by you to us under these Terms, including transaction and onboarding fees, and the costs associated with third-party background verification checks;

(d)           before any payment to you of the Delivery Fee, Stripe will, as per your directions, deduct from the Delivery Fee any fees and charges payable to us under these Terms;

(e)           the costs associated with you performing the Driver Services are your sole responsibility. Without limitation, you are responsible for payment of all tolls and like charges for the Confirmed Booking route; and

(f)             we are not be required to pay you any amount for the Driver Services or otherwise.

9.4           Upon receipt of the Delivery Fee from the Customer or Retailer (as applicable), Stripe will hold the Delivery Fee on your behalf until such time as it is paid to you in accordance with these Terms, refunded to the Customer or Retailer (as applicable) (if the Customer or Retailer (as applicable) is entitled to a refund in accordance with clause 12 of these Terms).

9.5           Where a Customer or Retailer (as applicable) disputes a charge via their payment processor, our third-party payment processor may hold funds for up to 10 days. If this dispute is successful, we (or the third-party payment processor) reserve the right to deduct the amount credited to the Customer or Retailer (as applicable) from any amounts payable to you in connection with the Driver Services, pursuant to clause 9.3(c).   

9.6           Taxes: You are responsible for paying any levies or taxes associated with your use of our Services, for example sales taxes, value-added taxes or withholding taxes (unless we are required by law to collect these on your behalf). You are solely responsible for your tax reporting requirements. You agree to, at all times, comply with all applicable tax laws (including registering for goods and services tax, where applicable).

10.           Reviews

10.1        Drivers and Customers may review their experiences with each other on our Platform (Review). We may remove Drivers and Customers from our Platform (in our sole discretion) who receive a high number of negative Reviews.

10.2        You agree to provide true, fair and accurate information in your Review. If we consider that your Review is untrue, unfair, inaccurate, offensive or inappropriate, we may delete the Review or ban you from posting further Reviews (at our discretion). We do not undertake to review each Review. To the maximum extent permitted by law, we are not responsible for the content of any Review.

10.3        You may only write a Review about your own experience. You must not write a Review about another person’s experience.

10.4        You agree to not accept or offer an incentive (such as a gift, reward, discount or payment) for leaving or receiving a Review.

10.5        To the maximum extent permitted by law, you agree that we reserve sole discretion to remove any Review.

10.6        You must not disclose any Personal Information in your Review.

10.7        Reviews can be viewed by any Retailer, Customer or Driver and will remain viewable until the relevant Account is removed or terminated.

10.8        Where you have a negative experience performing the Driver Services to a Customer, you may flag that Customer (as set out on the Platform), and we may respond on a case-by-case basis.

11.           Disputes

11.1        We encourage Drivers, Customers and Retailers to attempt to resolve disputes (including claims for refunds or remedies) directly and in good faith, either through our Platform or through external communication methods. In the event that a dispute cannot be resolved through these means, Drivers, Customers and Retailers may choose to resolve disputes through other means, such as mediation. We are not responsible for mediating or resolving disputes between Drivers, Customers and Retailers.

12.           Refunds and Cancellation Policy

12.1        A Customer may cancel a Booking Request before it becomes a Confirmed Booking with no charge.

12.2        A Customer may cancel or vary the  Driver Services where you have accepted a Confirmed Booking but you have not yet collected the Order from the Retailer, and the Customer will pay a Cancellation Fee, which will be paid to you by the Customer in accordance with clause 9.

12.3        Subject to clause 12.4, once you pick up the Product of a Confirmed Booking, the Confirmed Booking cannot be cancelled and the Customer must pay the Delivery Fee.

12.4        In the event the Booking Request made by a Customer is inaccurate and does not comply with any delivery restrictions, you may, in your sole discretion, cancel the Confirmed Booking. You will not receive the Delivery Fee for any Confirmed Booking cancelled by you.

12.5        You acknowledge and agree that Customers or Retailers (as applicable) may request a full refund of the Delivery Fee if:

(a)            you have not completed the Driver Services in accordance with clause 5;

(b)           the Confirmed Booking was not completed due to reasons caused or contributed to by your fault, including delivery of the Products not in accordance with the details of the Confirmed Booking or where you fail to complete the Driver Services;

(c)            the Products were severely damaged upon delivery; and/or

(d)           the delivery exceeded the estimated time (as set out on the Platform) by more than 2 hours, unless this was due to a Force Majeure Event.

12.6        Any refunds requested by a Customer under clause 12.5 will be handled in accordance with clause 11.1.

13.           Availability, Disruption and Downtime

13.1        While we strive to always make our Services available to you, we do not make any promises that these will be available 100% of the time. Our Services may be disrupted during certain periods, including, for example, as a result of scheduled or emergency maintenance.

13.2        Our Services (including our Platform) may interact with, or be reliant on, products or services provided by third parties, such as cloud hosting service providers. To the maximum extent permitted by law, we are not liable for disruptions or downtime caused or contributed to by these third parties.

13.3        We will try to provide you with reasonable notice, where possible, of any disruptions to your access to our Services.  

14.           Confidential Information and Personal Information

14.1        While using our Services, you may share confidential information with us, and you may become aware of confidential information about us. You agree not to use our confidential information, and to take reasonable steps to protect our confidential information from being disclosed without our permission, and we agree to do the same for your confidential information. This also means making sure that any employees, contractors, professional advisors or agents of ours or yours only have access to confidential information on a ‘need-to-know basis’ (in other words, the disclosure is absolutely necessary), and that they also agree to not misuse or disclose such confidential information.

14.2        However, either you or we may share confidential information with legal or regulatory authorities if required by law to do so.

14.3        We collect, hold and disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on our website, and applicable privacy laws. Where we or you provide your Personal Information to a Third-Party Verification Provider, the Personal Information will be treated in accordance with that Third-Party Verification Provider’s privacy policy.

14.4        You must only disclose Personal Information to us if you have the right to do so (such as having the individual’s express consent).

14.5        You must not disclose Personal Information about a Customer or any Retailer (or the Retailer’s Personnel) to third parties unless authorised by these Terms or by law.

14.6        We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors). As part of our Services, we will also need to disclose information about Customers to Retailers, and vice versa, so that they can connect and transact.

14.7        Where we are required by law to report on our activities, you acknowledge that from time to time we may request certain information from you in order to meet our requirements, and you agree to provide us with such information within the timeframes reasonably requested by us.

15.           Consumer Law Rights

15.1        In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights). To the extent you maintain Consumer Law Rights at law, these Terms do not restrict or exclude your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms. Our liability for a breach of your Consumer Law Rights is, unless the laws of your jurisdiction state otherwise, limited to either resupplying our Services, or paying the cost of having our Services resupplied.

15.2        Subject to your Consumer Law Rights, we provide all material, work and services (including the Services) to you without conditions or warranties of any kind, implied or otherwise, whether in statute, at Law or on any other basis, except where expressly set out in this Agreement.

15.3        If you are a business using our Platform in New Zealand, you agree and represent that you are using our Platform for the purpose of trade, and we and you both agree that:

(a)     the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to our Services and these Terms; and

(b)     it is fair and reasonable that we and you are both bound by these Terms, including this clause.

15.4        Customers may have Consumer Law Rights in respect of Driver Services provided by you.

16.           Intellectual Property and Data

16.1        We own all intellectual property rights in our Services (including our Platform). This includes how our Platform looks and functions, as well as our copyrighted works, trademarks, inventions, designs and other intellectual property. You agree not to copy or otherwise misuse our intellectual property without our written permission (for example, to reverse engineer or discover the source code of our intellectual property), and you must not alter or remove any confidentiality, copyright or other ownership notice placed on our Platform.

16.2        We may use any feedback or suggestions that you give us in any manner which we see fit (for example, to develop new features), and no benefit will be owed to you as a result of any use by us of your feedback or suggestions.

Your Data

16.3        We do not own any of Your Data, but when you enter or upload any of Your Data into our Platform, you grant us the right to access, analyse, backup, copy, store, transmit, and otherwise use Your Data while you have an Account with us (and for a reasonable period of time afterwards). We may use Your Data (or disclose it to third party service providers) to:

(a)            supply our Services to you (for example, to enable you to access and use our Services), and otherwise perform our obligations under these Terms;

(b)           diagnose problems with our Services;

(c)            improve, develop and protect our Services;

(d)           send you information we think may be of interest to you based on your marketing preferences;

(e)           perform analytics for the purpose of remedying bugs or issues with our Platform; or

(f)             perform our obligations under these Terms (as reasonably required).

16.4        You acknowledge and agree that because of the nature of the internet, the processing and transmission of Your Data by us may occur over various networks, and may be transferred unencrypted.

16.5        You are responsible for (meaning we are not liable for):

(a)            the integrity of Your Data on your systems, networks or any device controlled by you; and

(b)           backing up Your Data.

16.6        When you use our Services, we may create anonymised statistical data from Your Data and usage of our Services (for example, through aggregation). Once anonymised, we own that data and may use it for our own purposes, such as to provide and improve our Services, to develop new services or product offerings, to identify business trends, and for other uses we communicate to you. This may include making such anonymised data publicly available, provided it is not compiled using a sample size small enough to make underlying portions of Your Data identifiable.

16.7        If you do not provide Your Data to us, it may impact your ability to receive our Services.

17.           Liability

17.1        To the maximum extent permitted by law, we will not be liable for, and you release us from liability for, any Liability caused or contributed to by, arising from or in connection with: 

(a)            any aspect of the interactions between Drivers and Retailers, and Drivers and Customers, including in relation to any Products, Orders, Driver Services, and Confirmed Bookings;

(b)           your performance of the Driver Services and the use of your Vehicle;

(c)            your computing environment (for example, your hardware, software, information technology and telecommunications services and systems); or

(d)           any use of our Services by a person or entity other than you. 

17.2        Regardless of whatever else is stated in these Terms, to the maximum extent permitted by law: 

(a)            neither we or you are liable for any Consequential Loss;

(b)           a party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the actions (or inactions) of the other party, including any failure by the other party to mitigate its loss;

(c)            (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and

(d)           our aggregate liability to you for any Liability arising from or in connection with these Terms will be limited to AU$1,000. 

18.           Notice Regarding Apple

18.1        To the extent that you are using or accessing our Platform on an iOS device through a mobile application from the Apple App Store, you further acknowledge and agree to the terms of this clause. You acknowledge that these Terms are between you and us only, not with Apple Inc. (Apple), and Apple is not responsible for our Platform and any content available on our Platform.

18.2        Apple has no obligation to furnish you with any maintenance and support services with respect to our Platform.

18.3        If our mobile application fails to conform to any applicable warranty, you may notify Apple and Apple will refund the purchase price of the mobile application to you. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the mobile application and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be our responsibility.

18.4        Apple is not responsible for addressing any claims by you or any third party relating to our mobile application or your use of our mobile application, including but not limited to: (1) product liability claims; (2) any claim that our mobile application fails to conform to any applicable legal or regulatory requirement; and (3) claims arising under consumer protection or similar legislation.

18.5        Apple is not responsible for the investigation, defence, settlement and discharge of any third-party claim that our mobile application infringes that third party’s intellectual property rights.

18.6        You agree to comply with any applicable third-party terms when using our mobile application.

18.7        Apple and Apple subsidiaries are third-party beneficiaries of these Terms, and upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as a third-party beneficiary of these Terms.

18.8        You hereby represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (2) you are not listed on any U.S. Government list of prohibited or restricted parties.

19.           Suspension and Termination

19.1        We may suspend your access to our Services where we reasonably believe there has been any unauthorised access to or use of our Services (such as the unauthorised sharing of login details for our Platform) or breach of these Terms. If we suspend your access to our Services, we will let you know within a reasonable time of doing so, and we will work with you to resolve the matter, or if it cannot be resolved, then we may terminate your Account and your access to our Services will end.

19.2        We may terminate these Terms (meaning you will lose access to our Services, including access to your Account) if:

(a)            you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;

(b)           you breach these Terms and that breach cannot be remedied; or

(c)            you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

19.3        You may terminate these Terms if:

(a)            we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or

(b)           we breach these Terms and that breach cannot be remedied.

19.4        You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 20.8), and termination will take effect immediately.

19.5        Upon termination of these Terms we will retain Your Data (including copies) as required by law or regulatory requirements.

19.6        Termination of these Terms will not affect any other rights or liabilities that we or you may have. 

20.           General

20.1        Assignment: You may not transfer or assign these Terms (including any benefits or obligations you have under these Terms) to any third party without our prior written consent. We may assign or transfer these Terms to a third party, or transfer any debt owed by you to us to a debt collector or other third party.

Disputes with Pronti: Neither we or you may commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, these Terms (including any question regarding its existence, validity or termination) (Dispute) unless we and you first meet (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent us or you from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction. If the Dispute is not resolved at that initial meeting:

(a)            where you are resident or incorporated in Australia, refer the matter to mediation, administered by the Australian Disputes Centre in accordance with Australian Disputes Centre Guidelines for Commercial Mediation; or

(b)           where you are not resident or incorporated in Australia, refer the matter to arbitration administered by the Australian Centre for International Commercial Arbitration, with such arbitration to be conducted in Sydney, New South Wales, before one arbitrator, in English and in accordance with the ACICA Arbitration Rules.

20.2        Events Outside Our Control: We will not be liable for any delay or failure to perform our obligations (including our Services), if such delay or failure is caused or contributed to by an event or circumstance beyond our reasonable control.

20.3        Governing law: These Terms are governed by the laws of New South Wales, and any matter relating to these Terms is to be determined exclusively by the courts in New South Wales and any courts entitled to hear appeals from those courts.

20.4        Illegal Requests: We reserve the right to refuse any request for or in relation to our Services that we deem inappropriate, unethical, unreasonable, illegal or otherwise non-compliant with these Terms.

20.5        Marketing: You agree that we may send you electronic communications about our products and services. You may opt-out at any time by using the unsubscribe function in our electronic communications.

20.6        Nature of Legal Relationship: These Terms do not create, and should not be interpreted so as to create, a partnership, joint venture, employment or agency relationship between us and you.

20.7        Notices: Any notice you send to us must be sent to the email set out at the beginning of these Terms. Any notice we send to you will be sent to the email address registered against your Account.

20.8        Survival: Clauses 7 and 10 to 20 will survive the termination or expiry of these Terms.

20.9        Third Party Sites: Our Platform may contain links to websites operated by third parties. Unless we tell you otherwise, we do not control, endorse or approve, and are not responsible for, the content on those websites. We recommend that you make your own investigations in relation to the suitability of those websites. If you purchase goods or services from a third party website linked from our Platform, those goods or services are being provided by that third party, not us. We may receive a benefit (which may include a referral fee or a commission) should you visit certain third party websites through a link on our Platform, or for featuring certain goods or services on our Platform. We will make it clear by notice to you which (if any) goods or services, or website links, we receive a benefit from by featuring them on our Platform.  

21.           Definitions

21.1        In these Terms:

Account means an account accessible to the individual or entity who signed up to our Services.

Background Checks means any due diligence, identification, vehicle, driving history, criminal checks or other background checks we conduct to assess your Application and your compliance with these Terms at all times.

Cancellation Fee means the fee payable where a Customer cancels a Confirmed Booking under clause 12.2, as set out on our Platform.

Customers means a customer who purchases Products from a Retailer via our Platform.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us any amounts for access to or use of our Services (including our Platform) will not constitute “Consequential Loss”.

Delivery Fee means the fee payable by a Customer or Retailer (as applicable) to you for the Driver Services.

Delivery Location means the location indicated by the Customer for Products to be delivered in accordance with a Completed Booking.

Drivers means third-party drivers that perform Driver Services to Customers or Retailers (as applicable) via our Platform.

Driver Services means the delivery services provided in connection with an Order between a Retailer and Customer, conducted via our Platform.

Driving History Report means a report detailing a Driver’s driving history, including but not limited to any traffic or road violations.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or us or you or otherwise.

Orders means the delivery of Products to the Customer.

Personal Information means any information or opinion about an identified individual, or an individual who is reasonably identifiable, whether the information or opinion is true or not, and whether the information or opinion is recorded in a tangible form or not.

Platform means our cloud-based platform that we provide you with access to as part of the Services.

Policies means our procedures and policies for the use of our Platform and/or the Driver Services, provided by us from time to time.

Products means the goods purchased by a Customer from the Retailer, the subject of an Order.

Retailers means the retail stores that make Products available for sale to Customers on our Platform.

Services means the services we provide to you, as detailed in clause 3.1.

Technology and Equipment means a smartphone (iOS or Android) that has the capability to run the most recent versions of our application, GPS navigation and other delivery equipment compliant with applicable laws and regulations.

Third-Party Verification Provider means a third-party provider that conducts Background Checks and verifications in connection with your Application.

Vehicle means a registered and road worthy (in compliance with local state or territory laws) car, van, ute, truck or other motor vehicle specified on our Platform that you either own or have all necessary legal rights to use or operate to perform the Driver Services.

Your Data means the information, materials, logos, documents, qualifications and other intellectual property or data supplied by you when receiving our Services or stored by or generated by your use of our Services, including any Personal Information collected, used, disclosed, stored or otherwise handled in connection with our Services. Your Data does not include any data or information that is generated as a result of your usage of our Services that is a back-end or internal output or an output otherwise generally not available to users of our Services.