Terms and Conditions

1. Engagement and Term

1.1 These Terms apply from the time you agree to these Terms, until the date these Terms are terminated in accordance with their Terms (Term).

1.2 Subject to your compliance with these Terms, we will provide you with access to the Platform.

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

1.4 We may amend these Terms at any time, by providing written notice to you. By clicking “I accept” or continuing to use the Platform after the notice or 30 days after notification (whichever date is earlier), you agree to the amended Terms. If you do not agree to the amendment, you should cease using the Platform. If you have paid upfront for recurring access to any of the Services (excluding one-time purchases) and you would like to cancel them, please contact us in writing within 30 days of receiving notice to cancel that recurring access and we will issue you a pro-rata refund for such Platform.

2. Account and Platform Licence

2.1 You must sign up for an Account in order to access and use the Platform.

2.2 While you have an Account with us, you agree to:

• keep your information up-to-date (and ensure it remains true, accurate and complete);
• keep usernames and passwords secure and confidential, and protect them from misuse or being stolen; and
• notify us if you become aware of, or have reason to suspect, any unauthorised access to your Account or any logins linked to your Account.

2.3 During the Term, we grant you a right to use our basic Platform in accordance with these Terms. This right cannot be passed on or transferred to any other person.

2.4 When you purchase the Subscription, your access rights will vary based on the type of service. We grant you a right to access the relevant Platform only for the duration that you continue to pay for the Service, subject to these Terms. These rights cannot be passed on or transferred to any other person.

2.5 You must not:

• access or use the Platform in any way that is improper or breaches any laws, infringes any person’s rights (for example, intellectual property rights and privacy rights), or gives rise to any civil or criminal liability;
• interfere with or interrupt the supply of the Platform, or any other person’s access to or use of the Platform;
• introduce any viruses or other malicious software code into the Platform;
• attempt to access any data or log into any server or account that you are not expressly authorised to access;
• use the Platform in any way that involves service bureau use, outsourcing, renting, reselling, sublicensing, concurrent use of a single user login, or time-sharing; or
• circumvent user authentication or security of any of our networks, accounts or hosts or those of any third party.

3. Vehicle Membership Access

3.1 In consideration of your payment of the Fees, you may use the Vehicle in accordance with these Terms, whether ourselves or through our Personnel.

3.2 You warrant and agree that you and any other driver’s we authorise to use a Vehicle in connection with your Subscription hold a full, unrestricted driver’s license valid in Australia.

Booking

3.3 You may use the Vehicle in accordance with your annual membership allocation as set out in your Subscription tier on the Platform. Your allocation specifies the number of days’ access per subscription year. To use the Vehicles, you must make a Booking through our Platform during the booking windows applicable to your Subscription tier.

3.4 You may request additional days of Vehicle access beyond your Subscription allocation, subject to availability and payment of additional fees (such as cleaning fees) as set out on our Platform.

3.5 Cancellation of hire bookings: You may cancel a confirmed booking by notifying us through the Platform. If you cancel:

• more than 14 days before your Booking, you may reschedule the Booking to a different time subject to availability; or
• within 14 days of your scheduled use period, that booking period may not be eligible for rescheduling unless we are able to reallocate the booking to another member and will otherwise be forfeit.

Collecting the Vehicle

3.6 If we are responsible for delivering the Vehicle to you, we will use reasonable endeavours to deliver the Vehicle to your premises where road conditions and local regulations permit. If delivery to your premises is not suitable or safe, we will arrange delivery to an alternative location as close as possible to your address. Your Subscription fees include delivery costs for delivery within 100 kilometres of our depot. If we travel more than 100 kilometres to deliver the Vehicle to you, you must pay additional delivery costs as set out on the Platform.

3.7 If you are responsible for collecting the Vehicle from us, you must collect the Vehicle by the time agreed between the Parties, and risk in the Vehicle will pass to you once you have collected the Vehicle from the agreed collection location. You will be responsible for the costs of collection.

Operating the Vehicle

3.8 You will be responsible for the cost of operating the Vehicle, including the cost of any consumables (such as fuel). You will also be responsible for paying for any road tolls, parking fees and any fines you incur while driving the vehicle.

3.9 We will be responsible for the cost of maintaining and servicing the Vehicle. You will be responsible for the costs of any repairs to the Vehicle (including the cost of replacement parts) because of your improper or negligent use of the Vehicle, which will be a debt due and immediately payable to us.

3.10 We will take out and maintain, for the duration of the Term, insurance sufficient to cover the full replacement value of the Vehicle in the event of loss or damage. Our insurance includes:

• comprehensive insurance coverage for the Vehicle;
• roadside assistance during your use period; and
• coverage for one insurance excess claim per subscription year. If you cause damage requiring a second insurance claim in the same subscription year, you must pay us the applicable insurance excess as a debt immediately due and payable.

3.11 You agree to:

• ensure that no other person drives the Vehicle except approved additional drivers authorised by us;
• comply with these Terms, all applicable Laws, our reasonable requests, and any operating instructions for the Vehicle;
• if the Vehicle is a Caravan, provide evidence of previous caravan towing experience and confirm your own vehicle has appropriate towing capacity;
• contact us immediately if there is any damage to or defects in the Vehicle;
• not allow anyone to interfere or otherwise tamper with the Vehicle;
• not drive the Vehicle while under the influence of alcohol, drugs or any substance that impairs your ability to drive safely;
• not allow any third party to conduct repairs or maintenance on the Vehicle without our prior consent;
• where applicable, pay us the insurance excess of the Vehicle (as a debt due and immediately payable) where their loss, theft, damage or destruction occurs;
• provide us (and our Personnel) with access to your premises (and its facilities) as is reasonably necessary for us to provide the Services, free from harm or risk to health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties;
• protect and maintain the Vehicle in the Original Condition;
• keep the Vehicle in your custody and control at all times, and not sublease, rent, sell or otherwise transfer the Vehicle to any other person; and
• take photographs of the Vehicle’s condition before and after your use period as directed by us and upload these to our Platform.

Returning the Vehicle

3.12 You must return the Vehicle to us in the Original Condition and with a full tank of fuel at the time agreed between the Parties, or if no time is specified, upon termination or expiry of these Terms. If you fail to return the Vehicle with a full tank of fuel, you must pay us a refuelling fee as we specify on our Platform, which includes the cost of fuel (which may vary depending on the market price of fuel) and our reasonable administrative costs.

3.13 We understand delays can occasionally happen. Please contact us as soon as possible if you are running late returning the Vehicle so we can minimise disruption to other members.

3.14 You agree that if you do not return the Vehicle to the return location by the agreed time, or have not made the Vehicle available for our collection at the agreed time (if we have elected to collect the Vehicle, in our sole discretion), then we may charge you the Late Return Charge.

3.15 You agree that the Late Return Charge is a genuine pre-estimate of loss suffered or incurred by us as a result of your delay in returning the Vehicle to us.

Title, Risk and Security

3.16 Title in any Vehicle provided to you will at all times remain with us or our lessors. You acknowledge that we may lease Vehicles from third parties to provide the Services, and you:

• take the Vehicle as a bare bailee only;
• irrevocably appoint us to be your attorney to do all acts and things necessary to ensure our retention of title to the Vehicle, including the registration of any security interest in our favour with respect to the Vehicle; and
• must not allow any other person to have or acquire any security interest in the Vehicle without our prior written consent.

3.17 To the extent that our interest in the hire of the Vehicle is a ‘security interest’ for the purposes of the Personal Property Securities Act 2009 (Cth) (PPSA):

• we may register any actual or likely security interest, and you must take all steps that we consider necessary or desirable to ensure our security interest in the Vehicle and any proceeds of its sale is enforceable, and to perfect and ensure our priority over all other security interests;
• if we register our security interest in accordance with the PPSA, it is without prejudice to any other rights that we have at law;
• you acknowledge and agree that we have not authorised any disposal or dealing of the Vehicle, and our security interest attaches to any proceeds of sale of the Vehicle;
• you waive your right to receive any notice (including notice of a verification statement) that is required by the PPSA, including but not limited to notices under sections 95, 118, 121, 130, 132, 135 or 157;
• you agree that sections 95, 96, 121(4), 125, 129(2), 129(3), 130, 132(3)(d), 132(4), 142 and 143 of the PPSA do not apply to the enforcement of our security interest; and
• you must not disclose any information of the kind referred to in section 275 of the PPSA, to the extent permitted under that section.

4. Availability, Disruption and Downtime

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

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

4.3 We will try to provide you with reasonable notice, where possible, of any disruptions to your access to the Platform.

5. Subscription

5.1 Details of our Subscription, including subscription tiers, membership allocations, features, limitations, fees and billing cycles are set out on our Platform. You will be billed on a regular basis, as set out on our Platform, at the beginning of each billing cycle.

5.2 Cancellation: All Subscriptions continue for the agreed Service term (that you selected when purchasing the Service) (Service Term). At the end of each Service Term, provided you have paid all fees owing, your Subscription will be automatically renewed for the same term. If you wish to cancel your Subscription, you may do so through your Account. Your cancellation will take effect at the end of your current Service Term, and the Subscription will not be renewed (meaning you will need to continue paying all fees due up until your current Service Term ends).

5.3 Our payment methods will be set out at the time you purchase the Subscription. If you choose to pay your fees using one of our third-party payment processors, you may need to accept their terms and conditions (if this is the case, these will be set out at the time you make payment).

5.4 You must not pay, or attempt to pay, any fees due under these Terms or as a result of your use of the Platform by fraudulent or unlawful means. If you make payment by debit or credit card, you must be the authorised card holder. If payment is made by direct debit, by providing your bank account details and accepting these Terms, you authorise our nominated third-party payment processor to debit your bank account, and you confirm that you are either the holder or an authorised signatory of that bank account.

5.5 If any fees due under these Terms are not paid on time, we may:

• suspend your access to the Platform and access to the Vehicle; and
• charge interest on any overdue payments at a rate equal to the Reserve Bank of Australia’s cash rate, from time-to-time, plus 2% per annum, calculated daily and compounding monthly.

5.6 When applicable, GST payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges. “GST” has the meaning given in A New Tax System (Goods and Services Tax) Act 1999 (Cth).

6. Intellectual Property

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

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

7. Confidential Information and Personal Information

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

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

7.3 We collect, hold, disclose and use any Personal Information you provide to us in accordance with our privacy policy, available on the Platform, and applicable privacy laws.

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

7.5 We may need to disclose Personal Information to third parties, such as our related companies or our service providers (for example, IT and administrative service providers and our professional advisors).

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

7.7 This clause 7 will survive the termination of these Terms.

8. Australian Consumer Law

8.1 In some jurisdictions, you may have guarantees, rights or other remedies provided by law (Consumer Law Rights), and these Terms do not restrict your Consumer Law Rights. We will only be bound by your Consumer Law Rights and the express wording of these Terms.

8.2 If you accept these Terms in Australia, nothing in these Terms should be interpreted to exclude, restrict or modify the application of, or any rights or remedies you may have under, any part of the Australian Consumer Law (as set out in Schedule 2 of the Competition and Consumer Act 2010 (Cth)).

8.3 This clause 8 will survive the termination or expiry of these Terms.

9. Liability

9.1 To the maximum extent permitted by law, you are liable for and you agree to indemnify us and hold us harmless in respect of any Liability which we may suffer, incur or are otherwise liable for as a result of, or in connection with:

• any property loss or damage, death or personal injury, arising from or in connection with your improper or negligent use of the Vehicle;
• any loss (including theft) of, or damage to, the Vehicle when you are responsible for the risk in the Vehicle;
• any failure to return the Vehicle in its Original Condition; and
• all Liabilities suffered or incurred by us in repossessing or recovering the Vehicle in accordance with these Terms.

9.2 Despite anything to the contrary but subject to your Consumer Law Rights, to the maximum extent permitted by Law:

• neither Party will be liable for Consequential Loss;
• a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
• (where our Services are not ordinarily acquired for personal, domestic or household use or consumption) in respect of any failure by us to comply with relevant Consumer Law Rights, our Liability is limited (at our discretion) to supplying the Services again or paying the cost of having the Services supplied again; and
• our aggregate liability for any Liability arising from or in connection with these Terms will be limited to annual Subscription Fees paid by you to us.

9.3 This clause 9 will survive the termination or expiry of these Terms.

10. Termination

Suspension

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

Termination by Us

10.2 We may terminate these Terms (meaning you will lose access to the Services, and any Subscription will be cancelled) if:

• you fail to pay your fees when they are due;
• you breach these Terms and do not remedy that breach within 14 days of us notifying you of that breach;
• you breach these Terms and that breach cannot be remedied;
• we decide to discontinue the Services, in which case we will provide you with at least 90 days’ written notice and if you have paid upfront for ongoing access to any of the Services (excluding one-time purchases) we will issue you a pro-rata refund for such Services; or
• you experience an insolvency event (including but not limited to bankruptcy, receivership, voluntary administration, liquidation, or entering into creditors’ schemes of arrangement).

Termination by You

10.3 You may terminate these Terms if:

• we breach these Terms and do not remedy that breach within 14 days of you notifying us of that breach; or
• we breach these Terms and that breach cannot be remedied, and if you have paid fees for Subscription upfront, you will be issued a pro-rata refund of any unused part of those fees based on the portion of the then-current Services Term.

10.4 You may also terminate these Terms at any time by notifying us through your Account or to our email for notices (as set out in clause 5.2), and if you have purchased any Subscription, termination will take effect at the end of your current Service Term.

Effect of Termination

10.5 Upon expiry or termination of these Terms:

• we will immediately cease providing access to the Platform and the Vehicle;
• without limiting and subject to your Consumer Law Rights, any payments made by you to us for hire that you have already used are not refundable to you;
• you must return the Vehicle to us, or make the Vehicle available for our collection (at our sole discretion), and grant us a right of access to your premises where the Vehicle is located for this purpose;
• by us pursuant to clause 10.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
• we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 7.

10.6 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

10.7 This clause 10 will survive the termination or expiry of these Terms.

11. General

11.1 Amendment: Subject to clause 1.4, these Terms may only be amended by written instrument executed by the Parties.

11.2 Assignment: Subject to clauses 11.3 and 11.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

11.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

11.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 business days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the Australian Disputes Centre.

11.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

• as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
• uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.

Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.

11.6 Governing Law: These Terms are governed by the laws of Victoria. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

11.7 Intellectual Property: Nothing in these Terms constitutes an assignment or transfer of a Party’s intellectual property rights to the other Party.

11.8 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

11.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

11.10 Subcontracting: We may subcontract the provision of any part of the services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.