The Terms of Our Relationship

1. General

“www.simbaexpress.com” (hereinafter, the “Website”) and “simba Express” (hereinafter the “Application”) is a brand name operated by Sewani Logistics Pty Ltd, (ACN 623 140 876) (“simba Express”). Access to and use of the Application, or any of its associated products or services, is provided by Simba Express. Please read these General Terms and Conditions (the “General Terms”) carefully. By using the Services or by clicking to accept or agree to the General Terms and Additional Terms (as applicable), this signifies that you have read, understood and agree to be bound by the General Terms and Additional Terms (as applicable). If you do not agree with the General Terms and Additional Terms (as applicable), you must cease usage of the Application immediately.

You are advised to read and understand these Terms carefully as moving past the home page, or using any of the services shall be taken to mean that You have read and agreed to all of the policies, which constitute a legally binding agreement between you and the App and/or Website. These terms are to be read along with the Privacy Policy and any other policies on the App.

In addition, certain areas of the Application (and your access to or use of certain aspects of the Application) may have additional terms and conditions posted or may require you to agree with and accept additional terms and conditions (each, “Additional Terms”). Where the Additional Terms state that the General Terms will be incorporated into the Additional Terms, the General Terms apply to the extent that they are not inconsistent with any of the Additional Terms. The Additional Terms shall prevail over the General Terms in the event of a conflict. The Additional Terms constitutes separate and distinct terms from any other Additional Terms.

simba Express reserves the right to review and change any of the General Terms and any Additional Terms by updating their respective pages. When simba Express updates the General Terms and any Additional Terms, it will use reasonable endeavours to provide you with notice of same. Any changes to the General Terms and any Additional Terms shall take immediate effect from the date of their publication. Your access and use of the Application and/or Services after Simba Express makes any changes constitute your acceptance of any such changes and you will be bound by those changes. If you do not agree to any changes, you must cease usage of the Application and Services immediately.

simba Express’s collection and use of personal information in connection with the Application and Services is described in simba Express’s Privacy Policy at www.simbaexpress.com/privacy-policy For the purpose of these Terms of Use, along with any amendments to the same, and wherever the context so requires “You”, “Your” “Yourself” or “User” shall mean and refer to the person visiting, accessing, browsing through and/or using the App and/or Website at any point in time.

The term “We”, “Us”, “Our” shall mean and refer to the App and/or Website and/or the Company, depending on the context.

The terms “Services” shall include and refer the services provide by Us.

The headings of each section in this Agreement are only for the purpose of organizing the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained under them in any manner. Further, the headings have no legal or contractual value.We hold the sole right to modify the Terms of Service without prior permission from You or providing notice to You. The relationship creates on You a duty to periodically check the Terms of Service and stay updated on its requirements. If You continue to use the App and/or Website or avail any of its services without registration following such change, this is deemed as consent by You to the so amended policies. Your continued use of the App and/or Website is conditioned upon your compliance with the Terms of Service, including but not limited to compliance with the Terms of Service even after alterations, if any.

2. About Us

“simba Express” is a web and mobile application-based platform, which can be found on the website via www.simbaexpress.com and can be downloaded onto your mobile phone (the “Application”) that connects individuals or organisations who require courier services (the “Senders”) with individuals or organisations who wish to offer their courier service (the “Runners”). It also aims to evolve a cultural change to make it more transparent and accessible to You. Subject to the applicable terms and conditions, the Runners can provide the Senders with the following types of courier services:

i. Senders may as and when required by them can book courier services at any time

ii. Senders with an account has an advantage of booking a courier service that aim to deliver the goods on the same day

iii. Senders may book a Runner for a shift where the Runner will deliver multiple orders during the shift, (collectively referred to as the “Services”)

3. Registration

To use the services provided on the App and/or Website effectively, it is advisable to create an account and register Yourself on the Website.

You understand that by supplying simba Express with your personal information such as email address and phone number, you may receive regular emails, telephone calls, SMS updates or in-app notifications from simba Express in order to keep you updated on the job delivery status, to keep you informed about invoices or other matters regarding the Application and/or Services.

You may not register for an Account and may not use the Application and Services if:

a. You are not of legal age to form a binding contract with simba Express

b. You are a person barred from using the Application and/or Services under the laws of Australia or other countries including the country in which you are resident or from which you use the Application and/or Services

By registering for an Account or using the Application and/or Services, you represent and warrant to simba Express that:

a. You have reached the legal age in your jurisdiction

b. You have the right, authority and capacity to agree to and abide by the General Terms and any Additional Terms

c. If you are registering with Simba Express or using the Application and/or Services on behalf of a business, that business is taken to have accepted the General Terms and any Additional Terms and you are taken to have been duly authorised to bind the business and

d. you will use the Application and Services in a manner consistent with any and all applicable laws, regulations and all other Simba Express policies

3.1 Information from the Sender:

You may choose to register for an account on the Application (an “Account”). If you do, you are required to provide simba Express with:

a. Your personal information such as your name, mobile number, email address, location

b. A user name

c. A password and

d. Make an initial deposit. The deposit amount may be subject to change and simba Express will use reasonable endeavours to notify you of the change. You warrant that any personal and/or registration information you provide to Simba Express will always be accurate, correct and up to date.

3.2 Information from the Runner:

In order to access the Application, you will need to register for an account on the Application (an “Account”). If you do, you are required to provide simba Express with:

a. Your personal information such as your name, mobile number, email address, location

b. A user name

c. A password

d. A confirmation on whether or not you are registered for GST and if you are not registered for GST the GST will be withheld by simba Express

e. An Australian Business Number (“ABN”) or Australian Company Number (“ACN”)

f. The type or model of the vehicles you will use to deliver the goods and

g. A valid driver’s licence

You represent warrant that any personal and/or registration information (including your driver’s licence details and vehicle details) you provide to simba Express will always be accurate, correct and up to date. Should there be any changes to your personal and/or registration information (such as the status of your driver’s licence or your vehicle details), you must notify simba Express of the changes as soon as practicable.

4. USER OBLIGATION:

4.1 GENERAL OBLIGATION

As a user of the Application and Services, you agree to comply with the following:

a. You will only use the Application and Services for purposes that are permitted by

b. You will not share your Account with any other person and you acknowledge that you are responsible for maintaining the confidentiality of your username and password and for restricting access to your computer to safeguard such confidentiality and prevent any misuse of your Account

c. You will notify simba Express immediately following any unauthorised use of your Account or any other breach of security

d. You will not use the Application and Services for any illegal and/or unauthorised use, including, but not limited to, collecting email addresses of other users by electronic or other means for the purpose of sending unsolicited communication or unauthorised framing of or linking to the Application

e. You will not copy, or distribute the Software or other content without written permission from the Company and You will only use the Software and Service for your own use and will not resell it to a third party.

f. You will keep secure and confidential your account password or any identification we provide you which allows access to the Service.

g. You will provide us with whatever proof of identity we may reasonably request.

h. You will only use an access point or 3G data account (AP) which you are authorized to use.

i. You will not use the Application and Services in connection with any commercial endeavours except those that are specifically endorsed or approved by the General Terms and any Additional Terms (as applicable);

j. You will only use the Service or Software for lawful purposes; you will not use the Services for sending or storing any unlawful material or for fraudulent purposes.

k. You will not use the Service or Software to cause nuisance, annoyance or inconvenience.

l. You will not impair the proper operation of the network and You will not try to harm the Service or Software in any way whatsoever.

m. You agree that commercial advertisements, affiliate links, and other forms of solicitation may be removed from user profiles without notice and may result in termination of the Services. Appropriate legal action may be taken by simba Express for any illegal or unauthorised use of the Application

n. You will not broadcast, publish, transmit, post or upload content to the Application which is false, misleading; contains sexually explicit material, references or innuendos; contains disparaging comments or statements that might bring simba Express into disrepute; or contains any other unlawful, defamatory, threatening, harassing, discriminatory, abusive or libellous materials

o. You will not harass, impersonate, stalk, threaten, or use inappropriate or offensive language and/or behaviour towards the Senders, recipients, our employees, agents, servants, contractors and/or other users of the Application and/or Services

p. Access and use of the Application and/or Services is limited, non-transferable and allows for the sole use of the Application and/or Services by you for the purposes specified in the General Terms any Additional Terms (as applicable) and

q. You agree that any automated use of the Application are prohibited.

simba Express will use commercially reasonable endeavours to moderate your conduct and content in your use of the Application and your provision of the Services. If simba Express reasonably determines that you breach any of the obligations mentioned herein, simba Express may, depending on the severity of the conduct, do any one or a combination of any of the following:

a. Remove content that is misleading/deceptive or that is in breach of the General Terms and Additional Terms (as applicable)

b. Provide a warning to you

c. Suspend your Accoun

d. terminate your Account and/or

e. In serious cases or where obliged by the law to do so, report your conduct to the relevant authorities.

4.2 SPECIAL OBLIGATION OF THE RUNNER:

You acknowledge that, in using the Application, you are not employed by simba Express in any capacity and, accordingly, you do not have any rights as an employee of simba Express. In offering your services as a Runner, you must:

a. Comply with all laws and regulations which apply to your provision of the Services. This includes, but is not limited to:

i. The Consumer Guarantees with respect to services, that being that your Services will be offered and completed with due care and skill; it will be fit for a particular purpose; and that your Services will be supplied within a reasonable period of time if no time is set

ii. You not misleading or deceiving the Senders regarding your experience, ability and skills to provide the Services, any facet of the Services such as the length, scope, longevity, nature, quality or any other matters

iii. If applicable, you working with a valid visa and not work in breach of your visa conditions

b. Comply with any licensing or permit requirements should you require a licence or permit to provide the Services

c. Obtain professional indemnity insurance if you are engaging in conduct which require professional indemnity insurance

d. Comply with all applicable workplace and industrial relations laws to which you may be subject which includes obtaining your own workers compensation insurance in compliance with the Work Health and Safety Act 2011

e. Provide simba Express with a copy of your professional liability insurance policy within seven (7) days upon request by simba Express

f. Provide simba Express with evidence of your permit or licence number (if required by law) within seven (7) days upon request by simba Express

g. Keep and maintain accurate and complete record relating to the Services, including but not limited to, hours worked, jobs completed, income received and GST for the purposes of complying with your obligations under any applicable law such as the Migration Act (if applicable)

h. You must not expressly or impliedly impersonate another Runner or use the profile or password of another Runner at any time

5. TYPES OF GOODS

5.1 Restricted Goods

a. You must not use the Application and Services to transport any illegal, prohibited, stolen, explosive, inflammable, or otherwise dangerous or hazardous goods and live animals (the “Restricted Goods”)

b. If you are unsure whether the goods you wish to transport are considered Restricted Goods, you should contact Simba Express on 02 4277 0300

c. If simba Express, the Runner and/or the Courier believe on reasonable grounds that the goods you wish to deliver consists of or contains Restricted Goods, then:

i. Simba Express, the Runner and/or the Courier are not obliged to deliver the goods to the intended recipient or return the goods to you

ii. You will be liable to pay a cancellation fee or a return fee (if applicable) to return the goods from the recipient to you, (as specified in each Additional Terms)

iii. Simba Express, the Runner and/or the Courier may deal with the goods in accordance with any applicable laws, which may include rendering safe, destroying the goods or delivering the goods to the police, defence or emergency services. If Simba Express, the Runner and/or the Courier does so on reasonable grounds and in accordance with the law, then simba Express, the Runner and/or the Courier shall not be liable to reimburse you in full or in part for the goods so dealt with. In addition, any costs incurred by simba Express, the Runner and/or the Courier in relation to rendering safe or destroying the goods pursuant to this clause shall be recoverable from you.

5.2 Perishable Goods

a. Where the goods to be delivered are perishable, the sender must ensure that they are properly packed for carriage and delivery.

b. Where the perishable goods are not delivered to the intended recipient due to the Sender’s failure to nominate a correct delivery address or to arrange for the collection of the perishable goods at the nominated address, then:

i. simba Express will notify you of the delivery issue and you must provide instructions to simba Express, the Runner and/or the Courier within 1 hour of such notification

ii. simba Express, the Runner and/or the Courier may hold onto the perishable goods, and if they do, they shall not be obliged to hold onto the perishable goods for more than 24 hours and

iii. If simba Express, the Runner and/or the Courier do not receive any instructions from you within 24 hours from request, then simba Express, the Runner and/or the Courier have the right to dispose the perishable goods and you consent to such disposal.

c. Where the perishable goods are not delivered to the intended recipient due to the Runner and/or the Courier’s failure to deliver at the correct/nominated delivery address, then:

i. The Sender needs to notify simba Express of the delivery issue within 24 hours of the time of the delivery and must provide further instructions to simba Express, the Runner and/or the Courier.

ii. simba Express, the Runner and/or the Courier would get the goods collected from the incorrect address and get them delivered to the correct/nominated delivery address at their cost.

iii. If the Sender fails to notify the delivery issue within 24 hours of the time of the delivery, simba Express, the Runner and/or the Courier would not be held liable for any damage to these perishable goods.

5.3 Alcohol/Tobacco

a. Where the goods to be delivered consists of or contains alcohol and/or tobacco, you must notify simba Express, the Runner and/or the Courier of same in the delivery instructions.

b. It is against the law to sell or supply alcohol to, or to obtain alcohol on behalf of, a person under the age of 18 years.

c. We do not allow purchase of alcohol products via simba Express mobile App or website. You must be over the age of 18 years; and any person that you are obtaining the products for, or supply the products to, are over the age of 18 years.

d. simba Express may request supporting documentation to verify personal information in its absolute discretion.

e. simba Express reserves the right to refuse or reverse any transaction at our discretion where we reasonably suspect that unlawful activity has been, is being or may be engaged in.

f there is no one at the Delivery Address or no one over the age of 18 to receive the order when the order is delivered Sewani Logistics Pty Ltd may charge you and you may be required to pay an additional fee.

g. We may change these Website Terms at any time without notice. Please review these Website Terms regularly to ensure you are aware of any changes made.

6. PAYMENT TERMS

a. All prices and Delivery Charges and Additional Delivery Charges quoted are in Australian dollars and are inclusive of GST.

b. Any fees which the Company may charge you for the Software or Service, are due immediately and are refundable at the company discretion.

c. This refund policy shall apply at all times regardless of your decision to terminate your usage, our decision to terminate your usage, disruption caused to our Software or Service either planned, accidental or intentional, or any reason whatsoever.

7. DELIVERY ISSUES

To prevent any delivery issues from arising, you must ensure that:

a. All delivery information (such as recipient’s address, name and contact details) provided to simba Express is accurate and complete and

b. All delivery orders (including any delivery instructions) are given to the particular Runner assigned to you for a particular delivery order.

If the delivery information provided to simba Express is not accurate or if the delivery order is given to a Runner that is not assigned for that particular order, simba Express, the Runner and/or the Courier shall not be liable for any additional costs and expenses that may be incurred in relation to the delivery (and if applicable, re-delivery) of the goods.

You must ensure that the goods to be delivered are packaged to withstand handling, transport and storage. The Runner and/or the Courier may refuse to deliver the goods if they deem that the goods are packaged in a way that there is a risk of the goods being damaged during the delivery process. If so, the Delivery Services Fee will not be refundable and in addition you will be liable for any additional costs and expenses (such as cancellation fee) that may be incurred in relation to the delivery goods.

In addition, you must ensure that the sizes of the delivery goods to be handed over to the Runner and/or the Courier match the description of the sizes as specified by you when placing the delivery requests. The Runner and/or the Courier may refuse to deliver the goods if the sizes of the delivery goods do not match your description. If so, the Delivery Services Fee will not be refundable and in addition you will be liable for any additional costs and expenses (such as cancellation fee) that may be incurred in relation to the delivery goods.

Where you have provided your contact details and/or the recipient’s contact details, you authorise simba Express to disclose your contact details and/or the recipient’s contact details to the Runner and/or the Courier for the sole purpose of contacting you and/or the recipient to seek further instructions or assistance in the event of any delivery issues. Where the Runner and/or the Courier are not able to contact you and the recipient, to prevent the loss of the delivery goods, you authorise the Runner and/or the Courier to return the delivery goods to you and you will be liable for any additional costs and expenses that may be incurred in relation to the delivery (and if applicable, re-delivery) of the goods.

Where you have provided for an authority to leave the goods at the location nominated by you, simba Express, the Runner and/or the Courier shall be allowed do so without incurring any liability, except to the extent where simba Express, the Runner and/or the Courier have acted negligently or wrongfully.

As part of the provision of the Services, you are given the opportunity to use the Application to track the location and the delivery of the goods. You must only use the GPS location service for the sole purpose of tracking the delivery of the goods and you must not use it for any other purposes. Further, by agreeing to the Terms, you acknowledge and understand that Simba Express uses Google Maps and Google Earth as a third party service provided. Accordingly, by agreeing to these Terms or by receiving the Services, you are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy).

You represent and warrant that:

a. You alone own the goods or if there are other owners, you at as their agent and they agree to the General Terms and Additional Terms (as applicable)

b. You have complied with all laws in connection with the goods to ensure that they can be lawfully handled, transported and stored

c. You have not asked us to handle, transport or store the goods in any way that may be unlawful and

d. you agree to only send goods that are properly packaged and send goods that we can transport; If the goods are not properly packaged or do not comply with the General Terms and Additional Terms (as applicable), you may be liable for additional fees as applicable.

You give us authority to:

a. You alone own the goods or if there are other owners, you at as their agent and they agree to the General Terms and Additional Terms (as applicable)

b. You have complied with all laws in connection with the goods to ensure that they can be lawfully handled, transported and stored

c. You have not asked us to handle, transport or store the goods in any way that may be unlawful and

d. You agree to only send goods that are properly packaged and send goods that we can transport; If the goods are not properly packaged or do not comply with the General Terms and Additional Terms (as applicable), you may be liable for additional fees as applicable

In the event where there is a dispute or disagreement regarding the estimated distance required to be travelled, all relevant parties agree that the estimated distance that will apply to the relevant transaction is the distance as estimated by Google Map.

8. REVIEW AND RATING

As part of the Services, the Application provides the Senders with the opportunity to review and rate the Runners whom they have engaged previously in order to assist other Senders to assess whether they want to engage a particular Runner and to assist simba Express in determining which Runners to assign to the Senders. The reviews and ratings will be listed on the respective Runner profile for view by Senders and recipients of goods.

The Senders may rate the Runners as good or bad. The rating for a Runner will then be aggregated from all ratings provided by the Senders (the “Review and Rating System”).

Simba Express will use commercially reasonable endeavours to moderate the content of and to manage any dispute regarding the Review and Rating System in accordance with the Moderation Policy which can be found at moderation policy. However, Simba Express cannot assume any responsibility or liability of any kind for any content or any use or reliance of such content in the Review and Rating System. Any use or reliance of such content is solely at your own risk. In addition, the Review and Rating System does not constitute a guarantee, warranty, or prediction regarding the Runner or the outcome of any delivery.

9. NON-SOLICITATION

Where you have engaged a Runner via the Application, you and/or your employees, agents, representatives, related entities or associated entity (as defined in the Corporations Act 2001) will not, during the period of your registration with simba Express and during the subsequent 12 months after first being introduced to the Runner by simba Express, either directly or indirectly, without written consent from simba Express, employ, solicit, or engage or attempt to engage with that Runner for performance of services, other than via the Application. If you contravene this clause, you will be liable to simba Express for an introduction fee equivalent to 25% of the amount which would have been charged to you by the Runner (excluding GST) over a 12-month period commencing on the date the Runner begins its Services to you (the “Introduction Fee”).

For the avoidance of doubt, you must use the Application and/or Services as your exclusive method to engage any Runner you have been introduced to via the Application unless simba Express agrees otherwise in writing. Under no circumstances will simba Express grant you the right to employ, solicit or engage the Runner without Simba Express receiving the Success Fee or Introduction Fee.

Where simba Express agrees to release you from this clause 8 for consideration of the Success Fee or Introduction Fee, you are required to pay Simba Express the Success Fee or Introduction Fee in advance prior to the Runner performing the services to you, unless agreed otherwise. This amount shall be due and payable no later than 30 days after the start date of the engagement, unless agreed otherwise.

In the event of a Success Fee or Introduction Fee dispute and if you can establish that you had an Active Process as defined above with the Runner before using the Application and/or Services, you may be exempted from paying the Success Fee or Introduction Fee. However, the final determination as to whether a Success Fee or Introduction Fee is owed by you will be at the sole discretion of simba Express, which shall not be unreasonably made.

Active Process means continuous direct, interactive communication, in an active recruiting or hiring context where a decision to put a candidate on hold or reject has not been made, within the three (3) months prior to using the Application and/or Services.

If you do not agree with any of these provisions, please terminate your Account immediately and cease usage of the Application and Services. Your obligation to pay any Success Fee and/or Introduction shall survive any termination or modification of the General Terms any Additional Terms (as applicable).

You grant simba Express the right to examine your books, accounts and records at such reasonable times as may be reasonably requested by simba Express for the sole purpose of ascertaining whether you are in breach of this clause 8. You further agree to deliver up a copy of any engagement agreement between you and the Runner (if any) within 7 days from simba Express’s written request, such request not to be unreasonably made.

You acknowledge and agree that this clause 8 is fair and reasonable under the circumstances and these restraints are reasonably necessary to protect Simba Express’s business interests as it has expended significant resources in advertising, marketing and staffing to make its Application and Services possible.

10. USER CONTENT

a. In this clause, “User Content” means any and all information and content that a user or visitor of the Application submits to or uploads to the Application.

b. simba Express does not claim ownership of the User Content. simba Express makes no guarantees about the User Content and simba Express does not endorse or accept any responsibility for the User Content.

c. You are solely responsible for the User Content and you assume all risks associated with the use of the User Content, including any reliance on its accuracy or completeness.

d. You represent and warrant that your User Content does not violate any third party licenses.

e. By posting a content to the Application, you expressly grant to Simba Express and its successors an irrevocable, non-exclusive, transferable, sub-licensable, perpetual, royalty-free, worldwide license to broadcast, republish, up-load to a third party, transmit, post, distribute, publicly display, and otherwise use and exploit the User Content.

11. THIRD PARTY INTERACTIONS

a. During use of the Software and Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of third party service providers, advertisers or sponsors showing their goods and/or services through the Software or Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party.

b. The Company and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase, transaction or promotion between you and any such third-party.

c. The Company does not endorse any sites on the Internet that are linked through the Service or Software, and in no event shall the Company or its licensors be responsible for any content, products, services or other materials on or available from such sites or third party providers.

d. The Company provides the Software and Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of goods and/or services may require your agreement to additional or different terms and conditions prior to your use of or access to such goods or services, and the Company disclaims any and all responsibility or liability arising from such agreements between you and the third party providers.

e. The Company may rely on third party advertising and marketing supplied through the Software or Service and other mechanisms to subsidize the Software or Service.

f. By agreeing to these terms and conditions you agree to receive such advertising and marketing.

g. If you do not want to receive such advertising you should notify us in writing.

h. The Company reserves the right to charge you a higher fee for the Services or Software should you choose not to receive these advertising services. This higher fee, if applicable, will be posted on the Company’s website located at www.simbaexpress.com. The Company may compile and release information regarding you and your use of the Software or Service on an anonymous basis as part of a customer profile or similar report or analysis You agree that it is your responsibility to take reasonable precautions in all actions and interactions with any third party you interact with through the Service.

12. COPYRIGHT AND INTELLECTUAL PROPERTY

a. The Application, the Services and all of the related products of simba Express are subject to copyright, trademark and/or other proprietary rights. The material on the Application is protected by copyright under the laws of Australia and through International treaties. Unless otherwise indicated, all rights (including copyright) in the site content and compilation of the Application (including but not limited to text, graphics, logos, button icons, video images, audio clips, software, code, scripts, design elements and interactive features) (the “Content”) are owned or controlled for these purposes, and are reserved by Simba Express or its contributors

b. All trademarks, service marks and trade names are owned, registered and/or licensed by simba Express, who grants to you a worldwide, non-exclusive, royalty-free, revocable license whilst you are a user to:

a. Download the Application to a mobile device via a web browser and/or app store

b. Use the Application and Services pursuant to the General Terms any Additional Terms (as applicable)

c. Copy and store the Application and the material contained in the Application in your phone’s cache memory

d. Print pages from the Application for your own personal and non-commercial use.

simba Express does not grant you any other rights whatsoever in relation to the Application or the material on the Application. All other rights are expressly reserved by simba Express.

c. simba Express retains all rights, title and interest in and to the Application and all related content. Nothing you do on or in relation to the Application will transfer any:

a. Business name, trading name, domain name, trade mark, industrial design, patent, registered design or copyright

b. A right to use or exploit a business name, trading name, domain name, trade mark or industrial design

c. A thing, system or process that is the subject of a patent, registered design or copyright (or an adaptation or modification of such a thing, system or process), to you.

d. You may not, without the prior written permission of simba Express and the permission of any other relevant rights owners: broadcast, republish, up-load to a third party, transmit, post, distribute, show or display in public, adapt or change in any way the Content or third party contact for any purpose. This prohibition does not extend to materials on the Application which are freely available for re-use or are in the public domain.

e. simba Express may identify you (and the account holder) as a customer of simba Express and a user of the Services facilitated by simba Express. simba Express may publish non-confidential information about you to the Runners or use this information in the public domain for marketing and advertising purposes. You grant simba Express a licence during the term of these Terms to use, and publish your business name and logo for the above purposes.

13. GENERAL DISCLAIMER

a. Nothing in the General Terms and/or any Additional Terms (as applicable) limits or excludes any guarantees, warranties, representations or conditions implied or imposed by law, including the Australian Consumer Law (or any liability under them) which by law may not be limited or excluded.

b. Subject to this clause 10, and to the extent permitted by law:

a. all terms, guarantees, warranties, representations or conditions which are not expressly stated in the General Terms any Additional Terms (as applicable) are excluded

b. simba Express will not be liable for any special, indirect or consequential loss or damage (unless such loss or damage is reasonably foreseeable resulting from our failure to meet an applicable Consumer Guarantee), loss of profit or opportunity, or damage to goodwill (including as a result of not being able to use the Services or the late supply of the Services), whether at common law, under contract, tort (including negligence), in equity, pursuant to statute or otherwise.

c. Use of the Application, the Services, and any of the products of simba Express, is at your own risk. Everything on the Application, the Services, and the products of simba Express, are provided to you “as is” and “as available” without warranty or condition of any kind. None of the affiliates, directors, officers, employees, agents, contributors, third party content providers or licensors of simba Express make any express or implied representation or warranty about its Content or any products or Services (including the products or services of simba Express) referred to on the Application. This includes (but is not restricted to) loss or damage you might suffer as a result of any of the following:

a. Failure of performance, error, omission, interruption, deletion, defect, failure to correct defects, delay in operation or transmission, computer virus or other harmful component, loss of data, communication line failure, unlawful third party conduct, or theft, destruction, alteration or unauthorised access to records

b. The accuracy, suitability or currency of any information on the Application, the Service, or any of its Content related products (including third party material and advertisements on the Application)

c. Costs incurred as a result of you using the Application, the Services or any of the products of simba Express

d. The Content or operation in respect to links which are provided for your convenience

e. Any failure to complete a transaction, or any loss arising from e-commerce transacted on the Application or

f. Any defamatory, threatening, offensive or unlawful conduct of third parties or publication of any materials relating to or constituting such conduct.

14. LIMITATION OF LIABILITY

a. Subject to sub-clause h, Simba Express is not and will not be liable for any loss or damage to goods during the carriage and while the goods are in the possession of simba Express or the Runners. Please read the terms carefully.

b. Subject to sub-clause h, simba Express’s total liability arising out of or in connection with the Services, however arising, including under contract, tort (including negligence), in equity, under statute or otherwise, will not exceed the most recent delivery fee received by simba Express for the delivery job for the most recent delivery job or where simba Express has not received delivery fee, then the total liability of simba Express is the resupply of the Services to you.

c. Subject to sub-clause h, simba Express, its affiliates, employees, agents, contributors, third party content providers and licensors shall not be liable to you for any direct, indirect, incidental, special consequential or exemplary damages which may be incurred by you, however caused and under any theory of liability. This shall include, but is not limited to, any loss of profit (whether incurred directly or indirectly), any loss of goodwill or business reputation and any other intangible loss.

d. Subject to sub-clause h, simba Express is not responsible or liable in any manner for any claim arising out of your incorrect or improper use of the Application and Services, including but not limited to any use that does not comply with the General Terms any Additional Terms (as applicable), or any use that is not expected or not reasonable.

e. simba Express does not control and is not responsible for the behaviours and actions of its users, their comments, posts or information that they upload. Whilst simba Express will use commercially reasonable endeavours to moderate the content on the Application, simba Express is not responsible for any offensive, inappropriate, obscene or unlawful content you may encounter on the Application or in connection with any of the Services.

f. Nothing in the General Terms and any Additional Terms (as applicable) shall constitute an express or implied warranty by simba Express that the Services will be uninterrupted or error free. Furthermore, simba Express and its directors, officers, employees, agents, contractors and their respective personnel (“Personnel”) are not liable for any failure, delay, interruption, corruption, errors or faults which are a consequence of any governmental body, war, insurrection, sabotage, embargo, breakdown, civil disturbance, crime, lockout, riot, theft, tempest, war, earthquake, fire, flood, strike or labour disturbance, interruption or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or hardware or any other matter beyond Simba Express’s control (the “Force Majeure Event”), provided that simba Express and its Personnel takes all steps reasonably necessary to mitigate the effect of the Force Majeure Event and to recommence performance of the affected obligations.

g. Subject to sub-clause h, if simba Express is liable under the General Terms and any Additional Terms (as applicable), any payment made (including payment made under the Warranty) shall be calculated by reference to the cost price of the goods in question. Under no circumstances shall the payment be made by reference to the retail prices of the goods, unless reasonably determined otherwise by simba Express. You agree to provide simba Express with a receipt regarding the purchase price of the goods if requested, within 7 days from the request.

h. Notwithstanding anything else to the contrary in the General Terms and any Additional Terms (as applicable), simba Express does not exclude or limit liability to you in the following circumstances:

a. Any fraudulent or unlawful act or omission of simba Express

b. Any damage to or loss or destruction of real or personal property caused or contributed to by any negligent act or omission of simba Express

c. Any death or personal injury caused or contributed to by any act or omission of simba Express

d. Any matter for which it would be unlawful for simba Express to exclude or limit liability

i. simba Express does not represent itself as a courier service provider nor is this implied. simba Express does not provide or intend to provide any courier services. You are engaging the Runners directly for the courier services and simba Express is merely a facilitator.

15. INDEMNITY

a. You agree to indemnify simba Express and its Personnel from and against from and against any and all actions, suits, claims, demands, liabilities, losses, damages, settlements, costs and expenses (legal fees on a full indemnity basis) (the “Loss”) which arise out of or in connection with:

a. Any misuse of the Application and/or Services by you or your Personnel, including and without limitation, any dishonest, inaccurate, incomplete, fraudulent, negligent, wrongful, unlawful, or criminal act or omission by you

b. Any death or personal injury caused or contributed to by any act or omission by you or your Personnel

c. Any damage to or loss or destruction of real or personal property caused or contributed to by any negligent act or omission by you or your Personnel

d. Your breach of the General Terms and any Additional Terms (as applicable) or

e. The use of any intellectual property created in respect of the Services not contemplated by the General Terms and any Additional Terms (as applicable) or as a consequence of a breach of the General Terms and any Additional Terms (as applicable)

Except to the extent that the Loss is directly attributable to the negligence or wrongful act or omission of simba Express.

16. DISPUTE RESOLUTION

a. If a dispute arises out of or in connection with the General Terms and any Additional Terms (as applicable) (the “Dispute”), then you agree to comply with the following:

a. Either party may not commence any Tribunal or Court proceedings in relation to the dispute, unless the following clauses have been complied with (except where urgent interlocutory relief is sought)

b. The party claiming that a Dispute has arisen must give written notice to Simba Express within 72 hours from the completion of the delivery or if a delivery is not completed, from the expected completion time. In the written notice, you must detail the nature of the dispute, the desired outcome and the action required to settle the Dispute (“Notice”)

c. On receipt of the Notice by simba Express, Simba Express will attempt to provide a resolution within 14 days of the Notice

d. During this 14-day period, all relevant parties to the Dispute must endeavour in good faith to resolve the Dispute expeditiously by negotiation or such other means upon which they may mutually agree

e. In the interest of resolving the Dispute expeditiously, you agree that you will promptly respond to any correspondence and/or requests by Simba Express and in any event no later than 48 hours

f. If for any reason whatsoever, 14 days after the date of the Notice, the Dispute has not been resolved, all relevant parties must either agree upon selection of a mediator or request that an appropriate mediator be appointed by the President of the Law Society of New South Wales or his or her nominee

g. The mediation will be held in Sydney, Australia

h. Subject to clause 13.1(i), the relevant parties to the Dispute are equally liable for the fees and reasonable expenses of a mediator and the cost of the venue of the mediation and without limiting the foregoing undertake to pay any amounts requested by the mediator as a pre-condition to the mediation commencing. The parties must each pay their own costs associated with the mediation

i. If the dispute does not arise out of or in connection with negligence or wrongful act or omission of Simba Express, Simba Express shall not be liable for the fees and expenses of a mediator

j. All communications concerning negotiations made by the parties arising out of and in connection with this dispute resolution clause are confidential and to the extent possible, must be treated as “without prejudice” negotiations for the purpose of applicable laws of evidence

k. If thirty (30) days have elapsed after the start of a mediation of the Dispute and the Dispute has not been resolved, either party may ask the mediator to terminate the mediation and the mediator must do so

l. In the event that the Dispute is not resolved at the conclusion of the mediation, either Party may institute legal proceedings concerning the subject matter of the Dispute thereafter.

b. Where the Dispute arises out of or in connection with the delivery job, delivery goods or any other matter where the Runner may be held financially liable, simba Express may, in its discretion, which shall not be exercised unreasonably:

a. Freeze and suspend the Runner’s account

b. Withhold the security bond that the Runner has deposited with simba Express, if there is no security bond, simba Express will withhold a minimum of $100.00 from the Runner’s account (the “Withheld Amount”)

c. Not release the Withheld Amount until the dispute is resolved in accordance with this clause or there is a court order requesting the Withheld Amount to be released.

17. TERMINATION

a. The General Terms and any Additional Terms (as applicable) will continue to apply until terminated by either you or by simba Express as set out below.

b. You may, at any time, terminate the General Terms and any Additional Terms (as applicable) by:

a. Notifying simba Express by giving two (2) weeks’ notice of your intention to terminate the General Terms and any Additional Terms (as applicable) with simba Express

b. Closing your Account for all of the Services which you use, where simba Express has made this option available to you. Your notice should be sent, in writing, to simba Express.

c. simba Express may, at any time, terminate the General Terms and any Additional Terms (as applicable) with you if:

a. You have breached any provision of the General Terms and Additional Terms (as applicable) or intend to breach any provision

b. simba Express is required to do so by law

c. The partner with whom simba Express offered the Services to you has terminated its relationship with simba Express or ceased to offer the Services to you

d. simba Express is transitioning to no longer providing the Services in the country in which you are resident or from which you use the service

e. The provision of the Services to you by simba Express is, in the opinion of simba Express, no longer commercially viable

f. You disparage simba Express or bring simba Express into disrepute

g. Your Account has been inactive for a period of twenty-four (24) months.

d. Subject to local applicable laws, simba Express reserves the right to discontinue or cancel your Account at any time and may suspend or deny, in its sole discretion, your access to all or any portion of the Application and/or the Services without notice if you breach any provision of the General Terms and any Additional Terms (as applicable) or any applicable law or if your conduct impacts simba Express’s name or reputation or violates the rights of those of another party. simba Express will not exercise such discretion unreasonably.

e. When the General Terms any Additional Terms (as applicable) come to an end, all of the legal rights, obligations and liabilities that you and Simba Express have benefited from, been subject to (or which have accrued over time whilst the General Terms any Additional Terms (as applicable) have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this clause shall continue to apply to such rights, obligations and liabilities indefinitely.

18. VENUE AND JURISDICTION

The Services offered by simba Express are intended to be viewed by residents of Australia. In the event of any dispute arising out of or in relation to the Application and/or Services, you agree that the exclusive venue for resolving any dispute shall be in the courts of New South Wales, Australia.

19. GOVERNING LAW

The General Terms and any Additional Terms (as applicable) are governed by the laws of New South Wales, Australia. Any dispute, controversy, proceeding or claim of whatever nature arising out of or in any way relating the Application and/or Services and the rights created hereby shall be governed, interpreted and construed by, under and pursuant to the laws of New South Wales, Australia, without reference to conflict of law principles, notwithstanding mandatory rules. The validity of this governing law clause is not contested. This clause shall be binding to the benefit of the parties hereto and their successors and assigns.

20. SEVERANCE

The General Terms and any Additional Terms (as applicable) will be enforced to the fullest extent permitted by applicable law. If any part of the General Terms and any Additional Terms (as applicable) is found to be void or unenforceable by a Court of competent jurisdiction, that part shall be severed and the rest of the General Terms and any Additional Terms (as applicable) shall remain in force.

21. WAIVER

a. A waiver of any right, power or remedy under the General Terms and any Additional Terms (as applicable) must be in writing signed by the party granting it.

b. A waiver is only effective in relation to the particular obligation or breach in respect of which it is given. It is not to be taken as an implied waiver of any other obligation or breach or as an implied waiver of that obligation or breach in relation to any other occasion.

c. The fact that a party fails to do, or delays in doing, something the party is entitled to do under the General Terms and any Additional Terms (as applicable) does not amount to a waiver.

22. ASSIGNMENT

a. simba Express may not assign or transfer its rights or obligations under the Terms without your prior written consent. Such consent not to be unreasonably withheld or delayed. Notwithstanding same, simba Express may assign or transfer its rights or obligations under the Terms, without your consent, to:

a. Any third party service provider such as the Courier for the purpose of providing the Services to you. Further, any third service service provided engaged by simba Express may in turn subcontract part or all of their obligations to other third party

b. A third party that acquires all or a substantial amount of the assets of simba Express

c. Any simba Express’s Affiliates. In this clause, the term “Affiliates” means any person or entity that controls, is controlled by, or is under common control of such person.

b. In addition to the above, this Agreement may not be assigned by you without the prior written approval of the Company but may be assigned without your consent by the Company to

a. A parent or subsidiary

b. An acquirer of assets

c. A successor by merger

c. You may not assign or transfer your rights or obligations under the Terms without prior written consent of simba Express. Such consent not to be unreasonably withheld or delayed.

d. A purported assignment without written consent will be deemed to be void and convey no rights.

23. CONTACT INFORMATION

If you have any questions about this Agreement, the practices of, or your experience with the Service, you can e-mail us at support@simbaexpress.com.