Driver services agreement

This Driver Services Agreement (the “Agreement”) is entered into between:

  1. you, an individual (“you”); and
  2. Toodooloo Pty Ltd (the “Company”).

Whereas, the Company operates a website facilitating transportation services by independent providers of rideshare or peer-to-peer passenger transportation services using the Toodooloo Platform (as defined below) whereby the Toodooloo Platform enables an authorized transportation provider to seek, receive and fulfill requests for transportation services from an authorized User.

You seek to enter into this Agreement for the purpose of accessing and using the Toodooloo Platform and you acknowledge and agree that the Company is an online platform and does not provide transportation services itself and that in order to use the Toodooloo Platform, you must agree to the terms and conditions of this Agreement.

Upon your acceptance (electronic or otherwise) of this Agreement (whereby you will have acknowledged that you have read and understood all of the terms of this Agreement), you and Company shall be bound by the terms and conditions set forth herein.

If you have any questions, please contact us at support@toodooloo.com.

  1. YOUR USE OF THE TOODOOLOO PLATFORM

    1. To use the Platform you are required to register for an account with Toodooloo and undertake the Company’s verification and registration procedures.

    2. Once your registration on the Toodooloo Platform has been approved by the Company, Toodooloo will place your Profile on the Toodooloo Platform to be publically displayed.

    3. Users will be able to send you online enquiries and booking requests via the Toodooloo Platform for the provision of Transportation Services (where Transportation Services includes driving services and tour guide services according as required by Users and within the guidelines outlined by Toodooloo).

    4. Once you receive a booking request and the required information relating to the requested booking, you will either confirm the booking with the User or decline the booking by promptly informing the User.

    5. It is your sole responsibility to ensure that you comply with all laws, including without limitation, any applicable taxation laws (including GST and ABN laws) and laws which relate to Transportation Services and ridesharing in force from time to time in the Territory.

    6. You agree that at all times during this Agreement, you will:

      1. meet all the Driver and Vehicle Requirements outlined by Toodooloo from time to time, including without limitation, holding and maintaining all licences, permits, approvals and registrations required to provide Transportation Services;

      2. if requested, provide the Company with copies of the licences, permits, approvals and other reasonable information required to to provide Transportation Services; and

      3. provide the Transportation Services in the safest manner with a high level of effort and skill.

    7. The Company may, at any time, in its sole discretion remove your Profile from the Toodooloo Platform if you fail to meet any of the requirements set out in this Agreement or any of the rules or policies provided to you by the Company, and as may be updated from time to time.

    8. You acknowledge and agree that your provision of the Transportation Services to Users creates a direct business relationship between you and the User and that you are solely responsible and liable for the actions or inactions of Users in relation to a Booking. You shall have the sole responsibility for any obligations or liabilities to Users or third parties that arise from your provision of the Transportation Services.

    9. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws including motor vehicle financial responsibility laws) regarding any acts or omissions of a User or third party.

    10. If you accept a User’s request for Transportation Services, you may receive User information on the Toodooloo Platform, including the User’s first name and location. You shall not use any of the User’s personal data for any reason other than for the purposes of undertaking the Transportation Services. You acknowledge and agree that you (not the Company) shall be solely responsible for providing the Transportation Services to the User according to the User’s directions. Further, you shall provide all necessary equipment and resources, at your own expense, required to perform the Transportation Services.

    11. Your Relationship with Company. You acknowledge and agree that Company providing you access to the Toodooloo Platform creates a direct business relationship between the Company and you. The Company does not direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Transportation Services, your acts or omissions. Nor does the Company direct or control the operation and maintenance of your Vehicle.

    12. You retain the sole right to determine how you will provide Transportation Services to Users on the Toodooloo Platform and have the option to accept or to decline a User’s request for Transportation Services, or to cancel an accepted request for Transportation Services via the Toodooloo Platform in accordance with the Company’s then-current cancellation policies.

    13. You acknowledge and agree that you have complete discretion to provide services or otherwise engage in other business or employment activities, including but not limited to the right to use other platforms in addition to the Toodooloo Platform; and (ii) engage in any other occupation or business.

    14. The Company retains the right to remove your access to the Toodooloo` Platform in the event of a actual or suspected violation of this Agreement, or any act or inaction that adversely affects Company’s brand, reputation or business as determined in the sole discretion of the Company.

  2. Your obligation

    1. In order to be a registered Driver on the Toodooloo Platform, you must comply at all times with the Company’s driver and vehicle requirements. It is your responsibility to review your compliance with the driver and vehicle requirements.

    2. You are obligated to hold and maintain a valid driver's license in the Territory in addition to all licenses, approvals, permits necessary to provide the Transportation in the Territory.

    3. You shall provide the Transportation Services in a professional manner with due skill, care and diligence and maintain high standards of service and respect to your passengers. You acknowledge and agree that the Company reserves the right, at any time in the Company’s sole discretion, to restrict or prevent you from accessing or using the Toodooloo Platform if you fail to meet the requirements set forth in this Agreement.

    4. You acknowledge and agree that your Vehicle shall be in your lawful possession and at all times registered and licensed to operate as a passenger transportation vehicle in the Territory. Your vehicle shall be safe and suitable to carry passengers as contemplated under this Agreement and in good working order and otherwise in compliance with the requirements to carrier passengers as outlined by the Company.

    5. To prove that you have fully complied with the requirements outlined above, you shall provide the Company with written copies of all such licenses, permits, approvals, authority, registrations and certifications prior to your provision of any Transportation Services, when they are renewed or otherwise at any time reasonably requested by the Company. Failure to provide or maintain any of the above shall represent a material breach of this Agreement.

    6. During provision of the Transportation Services, you must:

      1. have a zero blood alcohol level;

      2. be drug free; and

      3. comply with all applicable laws and regulations, including without limitation, regulations in relation to the use of mobile devices whilst driving, transit lanes; and bus lanes.

    7. You acknowledge and agree that any of the following will result in the immediate termination of your account on the Toodooloo Platform:

      1. abusive or threatening behaviour towards a Passenger;

      2. any dishonest or fraudulent activity;

      3. contacting a Passenger via their mobile phone or text message after a trip has been completed.

    8. You undertake not to use the Toodooloo Platform to disseminate any content which is defamatory, obscene, or may have the effect of being harassing, threatening or abusive to an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age or disability or otherwise.

    9. You undertake not to use the Toodooloo Platform to advertise or promote third party or your own products or services (other than your Transportation Services in the normal course of using the Toodooloo Platform) or accept unauthorised cash payments for the Transportation Services.

    10. If, at any time during the provision of Transportation Services, an accident occurs, you should:

      1. notify us immediately by sending an email to support@toodooloo.com;

      2. take photos of the damage;

      3. seek help if necessary; and

      4. provide all information that we request in relation to the accident.

  3. RATINGS

    1. You understand that for the benefit of other Users to review and evaluate drivers, following your provision of Transportation Services, a User will be requested to provide a review and/or feedback of your provision of the Transportation Services. In addition, you will have the opportunity to provide a review and/or feedback of the User in good faith. The Company and its Affiliates may, without your approval, display such reviews and feedback on the Toodooloo Platform or other location.

    2. You acknowledge and agree that Company and its Affiliates are distributors and not publishers of your and User ratings and comments without any obligation to verify, provided that Company and its Affiliates maintain the right to edit or remove comments in the event that such comments include objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Company’s or its Affiliates’ content policies.

    3. You acknowledge and agree that, unless specifically consented to by a User, you may not transport or allow inside your Vehicle individuals other than a User and any individuals authorized by such User, during the performance of Transportation Services for such User. You acknowledge and agree that all Users should be transported to their specified destination in a manner that benefits the User and as directed by the applicable User, without unauthorized interruption or unauthorized stops.

    4. If you cannot or do not wish to accept User requests for Transportation Services on the Toodooloo Platform for a period of time, you will indicate the entire period of your unavailability on the Toodooloo Platform.

    5. You acknowledge and agree that you have an obligation to record Booking details and information in the format and in as much detail as is required by the Company and to accurately respond to any queries from the Company regarding the details of any confirmed or completed Booking with a User.

  4. PAYMENTS AND FINANCES

    1. You are permitted to charge a booking fee calculated on an hourly basis for provisions of the Transportation Services to be paid by the User (“Booking Fee”), where such Booking Fee is calculated per hourly increments commencing from the first to the last hour of a Booking. Only full hour periods are calculated towards the Booking Fee (“Booking Fee Calculation”). The Booking Fee provided under the Booking Fee Calculation is the only payment you will receive in connection with the provision of the Transportation Services, with the exception of any gratuity offered solely under the User’s initiative.

    2. You are required to charge Users for any agreed upon Parking or Tolls incurred during the provision of the Transportation Services, if applicable, whereby Users will pay you or reimburse you during the Booking directly in cash or via a payment app facility directed by the Company.

    3. In consideration of the Company’s provision of the Toodooloo Platform for your use and benefit, you agree to pay the Company a service fee for each Booking calculated as a percentage of the Booking Fee as provided to you via email or otherwise made available electronically to you by the Company from time to time for the applicable Territory (“Service Fee”). In the event regulations applicable to your Territory require taxes to be calculated on the Booking Fee, the Company shall calculate the Service Fee based on the Booking Fee net of such taxes.

    4. Service Fees may include payment processing fees and/or an account management fees. We reserve the right to update these charges at any time by informing you in advance.

    5. You may be responsible for any chargebacks where a Passenger disputes the services you provided and the Company reasonably believes you have not taken reasonable steps to avoid the dispute

    6. You appoint the Company as your limited payment collection agent solely for the purpose of accepting the Booking Fee from the User on your behalf through a third party payment processing gateway facilitated by the Toodooloo Platform. You agree that payments made by a User to the Company (or to an Affiliate of the Company acting as an agent of Company) shall be considered the same as payment made directly by a User to you.

    7. The Company agrees to remit, or cause to be remitted, to you on approximately a weekly basis the Booking Fee, less the applicable Service Fee.

    8. The Company reserves the right to change the Booking Fee Calculation at any time in the Company’s discretion based upon local market factors, and the Company will provide you with notice in the event of changes to the Booking Fee. Continued use of the LocalDriva Platform after any such change in the Booking Fee Calculation shall constitute your consent to such change.

    9. The Company reserves the right to adjust the Booking Fee for any specific instance of Transportation Services where the Transportation Services provided where determined by the Company to have been provided by you in a manner that was not according to the express wishes of the User. The Company also reserves the right to cancel the Booking Fee where the Transportation Services that were not provided at all or only partially provided or not provided in accordance with the Company’s guidelines. The Company’s decision to reduce or cancel the Booking Fee shall only be exercised in a reasonable manner.

    10. You acknowledge and agree that Users may elect to cancel Bookings that have been accepted by you in accordance with the Company’s Cancellation Policy, as provided to you via email or otherwise made available electronically to you by the Company from time to time for the applicable Territory. In the event that a User cancels an accepted request for Transportation Services, the Company may charge the User a cancellation fee on your behalf. If charged, this cancellation fee shall be deemed the Booking Fee for the cancelled Transportation Services for the purpose of remittance to you hereunder (“Cancellation Fee”).

    11. As part of the Toodooloo Platform, the Company provides you a system for the delivery of receipts to Users for Transportation Services rendered on your behalf. Any corrections to a User’s receipt for Transportation Services must be submitted to the Company in writing within three (3) business days after the completion of such Transportation Services. Absent such a notice, the Company shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Booking Fee.

    12. You acknowledge that you are solely responsibility for handling all your tax obligations and shall calculate and remit all tax liabilities, including but not limited to personal income tax, related to your provision of Transportation Services in accordance with the applicable laws and regulations.

  5. PROPRIETARY RIGHTS

    1. In accordance with the terms and conditions of this Agreement, the Company hereby grants you a non-exclusive, non-transferable, non-assignable right, during the term of this Agreement, to use the Toodooloo Platform solely for the purpose of providing Transportation Services to Users under the terms of this Agreement. You shall not, and shall not allow any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party access to the use of the Toodooloo Platform in any way; (b) modify or make derivative works based upon the Toodooloo Platform; (c) improperly use the Toodooloo Platform, including creating Internet “links” to any part of the Toodooloo Platform, “framing” or “mirroring” any part of the Toodooloo Platform on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Toodooloo Platform; (d) reverse engineer, decompile, modify, or disassemble the Toodooloo Platform, except as permitted under applicable law; or (e) send spam or otherwise duplicative or unsolicited messages. In addition, you shall not, and shall not allow any other party to, access or use the Toodooloo Platform to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features, functionality, or content thereof; (iii) launch or cause to be launched on or in connection with the Toodooloo Platform an automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burden or hinder the operation and/or performance of the Toodooloo Platform; or (iv) attempt to gain unauthorized access to the Toodooloo Platform or its related systems or networks.

    2. The Toodooloo Platform, including all intellectual property rights therein, are and shall remain (as between you and the Company) the property of the Company, its Affiliates or their respective licensors. Neither this Agreement nor your use of the Toodooloo Platform or access to Company Data conveys or grants to you any rights in or related to the Toodooloo Platform or Company Data, except for the limited license granted above. Other than as specifically permitted by the Company in connection with the Toodooloo Platform, you are not permitted to use or reference in any manner the Company’s, its Affiliates’, or their respective licensors’ company names, logos, products and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the "Toodooloo Marks and Names") for any commercial purposes. You agree that you will not try to register or otherwise use and/or claim ownership in any of the Toodooloo Marks and Names, alone or in combination with other letters, punctuation, words, symbols and/or designs, or in any confusingly similar mark, name or title, for any goods and services.

  6. CONFIDENTIALITY

    1. Each party acknowledges and agrees that in the performance of this Agreement it may have access to or may be exposed to, directly or indirectly, confidential information of the other party ("Confidential Information"). Confidential Information includes Company Data, User Information, and marketing or business plans, business, financial, technical, operational and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential.

    2. Each party acknowledges and agrees that: (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in performance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents and service providers ("Permitted Persons") to the extent necessary to perform under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party, upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).

    3. Notwithstanding the foregoing, Confidential Information shall not include any information that (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

  7. PRIVACY

    1. Your personal information is collected in accordance with the Privacy Act 1988 (Cth).

    2. Your personal information may be used for the purposes of:

      1. registering and managing your profile on the LocalDriva Platform;

      2. processing payments to you;

      3. contacting you in respect of any queries or complaints;

      4. for our internal business management process, including accounting;

      5. sending you materials including but not limited to promotional materials;

      6. complying with legal or regulatory obligations; or

      7. for any other purposes you may reasonably expect.

    3. From time to time ad as required, your personal information may be disclosed to:

      1. Company staff and third parties in order to operate the Toodooloo Platform;

      2. to third parties, agents, contractors or suppliers who assist the Company in the operation of the Toodooloo Platform (including but not limited to payment processors or website hosting service providers); or

      3. law enforcement authorities, agencies or regulators in order to comply with any legal and regulatory obligations.

    4. The Company and its Affiliates may collect your personal data during the course of your application for, and use of, the Toodooloo Platform, or may obtain information about you from third parties. Such information may be stored, processed, transferred, and accessed by the Company and its Affiliates, third parties, and service providers for business purposes, including for marketing, lead generation, service development and improvement, analytics, industry and market research, and such other purposes consistent with the Company’s and its Affiliates’ legitimate business needs. You expressly consent to such use of personal data.

    5. You understand that the Company may retain your personal data for legal, regulatory, safety and other necessary purposes after this Agreement is terminated.

  8. INSURANCE

    1. During the term of this Agreement you undertake to hold vehicle liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage sufficient to operate a private passenger vehicle for the purpose of point-to-point transport on the public roads within the Territory on all Vehicles operated by you under this Agreement, including any no-fault coverage as required by law in the Territory that may not be waived by an insured, whereby you are named insured or individually rated driver, for which a premium is charged. You agree to provide the Company a copy of the insurance policy upon request. In the event of cancellation of any insurance policy required by the Company, you must immediately notify the Company in writing.

    2. You agree to maintain during the term of this Agreement workers’ compensation insurance as required by all applicable laws in the Territory. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.

    3. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your sole responsibility to resolve them directly with your insurer(s).

  9. REPRESENTATIONS, WARRANTIES AND INDEMNITIES

    1. The Company and its Affiliates function as a booking facilitation service only and make no representations, warranties or guarantees as to the actions or inactions of Users who may request or receive Transportation Services from you. By using the Toodooloo Platform, you acknowledge and agree that you may be introduced to a third party that may pose harm or risk to you or other third parties. You are advised to take all reasonable precautions with respect to interactions with third parties encountered in connection with the use of the Toodooloo Platform. Notwithstanding the Company’s appointment as the limited payment collection agent of you for the purpose of accepting payment from Users on your behalf as set forth in Section 4 above, the Company and its Affiliates expressly disclaim all liability for any act or omission of you, any User or other third party.

    2. You indemnify and hold harmless the Company and its Affiliates and their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to your breach of your representations, warranties or obligations under this Agreement; or a claim by a third party (including Users, regulators and government authorities) directly or indirectly related to your provision of Transportation Services or use of the Toodooloo Platform. This indemnification provision shall not apply to your breach of any representations regarding your status as an independent contractor.

    3. The Company and its affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or any other legal theory, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for the Company’s obligations to pay amounts due to you pursuant to Section 4 above, but subject to any limitations or other provisions contained in this Agreement which are applicable thereto, in no event shall the liability of the Company or its affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to the Company hereunder in the six (6) month period immediately preceding the event giving rise to such claim.

    4. The Company and its Affiliates do not guarantee the performance of the Toodooloo Platform. You understand that the Toodooloo Platform may be occasionally unavailable or may be subject to any number of problems associated the operations of websites. The Company and its Affiliates are not responsible for any delays, failures, or resulting damages, liabilities due to such problems.

  10. TERM AND TERMINATION

    1. This Agreement shall commence on the date of acceptance by you and shall continue until terminated as set forth herein.

    2. Either party may terminate this Agreement at any time without cause upon providing seven (7) days prior written notice to the other party or immediately, without notice, due to the other party’s material breach of this Agreement or in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, the Company may terminate this Agreement without notice in the event you no longer qualify, under applicable law or the standards and policies of the Company and its Affiliates, to provide the Transportation Services or to operate the Vehicle, or as otherwise set forth in this Agreement.

    3. Upon termination of the Agreement, you shall promptly return to the Company all Company property. Outstanding payment obligations and Sections relating to indemnification and arbitration shall survive the termination of this Agreement.

  11. INDEPENDENT CONTRACTOR

    1. Except as otherwise expressly provided herein, the relationship between the parties under this Agreement is solely that of independent contracting parties. The parties expressly agree that this Agreement is not an employment agreement and it does not create any employment relationship between you and the Company.

    2. You undertake and agree to indemnify and hold the Company and its Affiliates harmless from and against any claims by any person or entity based on such implied agency or representative relationship.

  12. MISCELLANEOUS TERMS

    1. You warrant that you have full power and authority to enter into this Agreement and perform your obligations herein; and that by entering into this Agreement you will not be in breach of any agreements with any third parties.

    2. You warrant that all information and documentation that you have provided to the Company, including but not limited to, your passport, driver’s licence, driving history record and insurance are true, accurate and up-to-date in all respects and you will notify the Company immediately if there are any changes.

    3. In the event the Company modifies the terms and conditions of this Agreement at any time, such modifications shall be binding on you only upon your acceptance of the modified Agreement. You hereby acknowledge and agree that, by using the Toodooloo Platform, you are bound by any future amendments, or documents incorporated herein, including with respect to Booking Fee Calculations. Continued use of the ToodoolooPlatform after any such changes shall constitute your consent to such changes.

    4. Supplemental terms relating to the Toodooloo Platform may be provided to you from time to time (“Supplemental Terms”). Supplemental Terms are in addition to, and shall be deemed a part of, this Agreement and shall prevail over this Agreement in the event of a conflict.

    5. Neither party shall assign or transfer this Agreement or any of its rights or obligations hereunder, in whole or in part, without the prior written consent of the other party; provided that the Company may assign or transfer this Agreement or any or all of its rights or obligations under this Agreement without consent to an Affiliate or the acquirer of all or substantially all of Company’s business, equity or assets.

    6. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions hereof. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement.

    7. This Agreement, including all Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous discussions, agreements or undertakings regarding such subject matter. In this Agreement, the words “including” and “include” mean “including, but not limited to.” The recitals form a part of this Agreement.

    8. There are no third party beneficiaries to this Agreement. Nothing contained in this Agreement is intended to or shall be interpreted to create any third-party beneficiary claims.

    9. Notices. Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your Toodooloo account or by sending to your Toodooloo Platform communication channel. Any notice delivered by you to the Company under this Agreement will be delivered by contacting the Company at support@toodooloo.com.

  13. GOVERNING LAW AND ARBITRATION

    1. You and the Company agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to the Terms, will be settled by binding arbitration between you and the Company, and not in a court of law.

    2. Any dispute, controversy or claim arising out of, relating to or in connection with this contract, including any question regarding its existence, validity or termination, shall be resolved by arbitration in accordance with the ACICA Arbitration Rules. The seat of arbitration shall be Sydney, Australia. The language of the arbitration shall be English. The number of arbitrators shall be three.

    3. By agreeing to the Terms, you agree that you are required to resolve any claim that you may have against the Company on an individual basis in arbitration. This will preclude you from bringing any class, collective, or representative action against the Company, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against the Company by someone else.

    4. You acknowledge and agree that you and the Company are each waiving the right to pursue an action in court or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and the Company otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Company each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights.

    5. Each party agrees to act reasonably and without delay in seeking to resolve any disputes arising under these Terms.

    6. The interpretation of this Agreement shall be governed by the laws of New South Wales, Australia, without regard to the choice or conflicts of law provisions of any jurisdiction.

DEFINITIONS

  1. “Affiliate” means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity.

  2. “Booking” means a session of the Transportation Services confirmed and paid for by the User and to be carried out in accordance with the business model of the Company.

  3. “Company Data” means all data related to the access and use of the Toodooloo Platform hereunder, including all data related to Toodooloo, all data related to the provision of Transportation Services.

  4. “Booking Fee” has the meaning set forth in Section 4.1.

  5. “Toodooloo Platform” means the Toodooloo website developed by or on the Company’s behalf (including any other proprietary technology developed or to be developed by the Company, including but not limited to a smartphone/android application) to facilitate the transportation providers to receive and accept pre-ordered requests for transportation and tour guide services by Users. Such services include registration and membership to the Toodooloo website and access to Toodooloo’s payment services as described in Section 4 above, and related support services systems, as may be updated or modified from time to time.

  6. “Passenger” means a User who has made a valid Booking with you via the Toodooloo Platform and has or will undertake the Booking as confirmed by you and the User.

  7. “Platform” means the website and any other mobile applications (existing or to be developed) utilised by Toodooloo in order to promote and provide the Transportation Services.

  8. “Profile” means a unique online profile created for drivers on the Toodooloo Platform and available for Users to view in order to evaluate their use of the Transportation Services.

  9. “Service Fee” has the meaning set forth in Section 4.3.

  10. “Territory” means the city or metro areas in Australia in which you are enabled by the Company to provide the Transportation Services.

  11. “Tolls” means any applicable road, bridge, ferry, tunnel and airport charges and fees.

  12. “Transportation Services” means your provision of P2P passenger transportation services to Users via the Toodooloo Platform in the Territory, using the Vehicle to take Passengers to requested locations and to provide accurate advice, recommendations and assistance to Passengers relating to travel destinations for Passengers in the Territory.

  13. “User” means an end user authorized by Toodooloo to use the Toodooloo Platform for the purpose of obtaining Transportation Services offered by Company’s transportation provider customers.

  14. “User Information” means information about a User made available to you in connection with such User’s request for and use of Transportation Services, which may include the User’s name, pick-up location, contact information and photo.

  15. “Vehicle” means your vehicle that meets the Company’s requirements for a vehicle to be used on the Toodooloo Platform and which has been authorised for your use by the Company for the purpose of providing the Transportation Services.