Collect & Return Merchant Agreement

As at 15 October 2019

This Collect & Return Merchant Agreement ("Agreement") is between Australian Postal Corporation (ABN 28864970579) of 111 Bourke Street Melbourne, Victoria 3000, and the merchant registering to use the Collect & Return Services and who accepts the terms of the service by clicking the accept terms and conditions button (Merchant).

Please read the Agreement carefully.

The Agreement creates rights for, and imposes obligations on the Merchant and by clicking to accept, installing, copying or otherwise using the Collect & Return Platform and Services, the Merchant agrees to be bound by the terms and conditions set out in this Agreement.

1. Definitions and Interpretation

a) The following definitions apply, unless the context requires otherwise:

Business Day means a day that is not a Saturday, Sunday or a public holiday in Melbourne, Victoria, Australia.

Collect & Return Service means the service provided to the Merchant and their Consumers whereby through access to the Platform, Consumers will be able to Collect parcels from, or Return parcels to, Retail Partner Locations.

Collect means that part of the service where parcels are made available for collection by a Consumer at a Retail Partner Location.

Consumer means the receiver of a Collect parcel or the sender of a Return parcel.

Consumer Paid Returns means Return services which are paid for by Consumers through the Platform at a rate specified by Australia Post.

Licensed IP means the Platform, any operating manuals, user instruction manuals, technical literature and other supporting materials relating to the Platform, and any other intellectual property owned by or licensed to Australia Post and which is provided to a Merchant under this Agreement.

Merchant Data means all data which is uploaded to the Platform by or on behalf of a Merchant (or its related bodies corporate) pursuant to this Agreement.

Merchant Paid Returns mean Return services which are paid for by Merchants at a rate agreed through their Parcel Agreement.

Parcel Agreement means the agreement between Australia Post and the Merchant for parcel delivery services provided by Australia Post to the Merchant.

Platform means the proprietary software and technology that enables access to, and provision of the Collect & Return Service.

Retail Partner means one of the retail or other organisations, including Australia Post, providing the Retail Partner Locations for the purposes of the Collect & Return Services.

Retail Partner Location means a location owned or controlled by a Retail Partner that is a pick-up and/or drop-off point for the Collect & Return Services.

Return means where a Consumer leaves a pre-paid parcel at a Retail Partner Location for delivery back to a Merchant.

Set-Up Services mean the initial configuration and implementation services relating to the Merchant that are required in order to make the Platform and associated materials available to the Merchant and Consumers.

Term has the meaning given in clause 11.

b) In this Agreement, unless the context requires otherwise:

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

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

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

(iv) a reference to time is to Melbourne, Victoria, Australia time; and

(v) general words shall not be given a restrictive meaning because they are followed by words which are particular examples of the acts, matters or things covered by the general words and the words “includes” and “including” shall be construed without limitation.

2. Grant of Platform Licence

a) Subject to the terms of this Agreement, Australia Post grants to the Merchant a non-exclusive, non-transferable, royalty-free, revocable licence to use the Platform solely in support of the Collect & Return Services for the Merchant's internal business purposes, including facilitating the access to the Collect & Return Service by Consumers.

b) Where used for Collect, the Platform must be incorporated into the checkout process on a merchant’s website, and the licence is granted subject to continued compliance with this Agreement and the Parcel Agreement.

c) Where used for Return, the Merchant will configure the Platform to create a customised user interface for Consumers to create Return labels and barcodes.

d) The Merchant must not sub-license or assign any of the rights or interests granted to it under this Agreement.

3. Acceptable usage of the Platform

a) The Platform must not be used in a way that adversely affects its performance or function.<