Collect & Return Merchant Agreement

As at 13 December 2022

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.

Service Fees means the service fees for the Return Service, including where applicable any surcharge for Returns Portal Plus, set out in the Pricing Schedule provided separately to the Merchant by Australia Post under clause 8(a).

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.

b) The Merchant must not:

i. copy, reproduce, publish, distribute, redistribute, broadcast, transmit, modify, adapt, edit, abstract, create derivative works of, store, archive, publicly display, sell or in any way commercially exploit any part of the Licensed IP);

ii. reverse engineer, decompile, translate, disassemble or attempt to discover any source code or underlying ideas or algorithms in the Platform or the software (or any part of it) that is used to provide the Licensed IP;

iii. observe, study or test the functioning of the underlying software (or any part of it) that is used to provide the Platform;

iv. access the Platform to copy its features, functions or graphics to develop a competing platform or software;

v. use, or encourage, promote, facilitate, instruct or permit any other person to use the Licensed IP for any illegal, harmful, fraudulent, infringing or offensive use, or to transmit, store, display, distribute or otherwise make available content that is illegal, harmful, fraudulent, infringing or offensive;

vi. use the Platform or allow the transfer, transmission, export, or re-export, of the Platform or portion thereof, in violation of any applicable export control laws or regulations;

vii. attempt to gain access to third-party data contained on or accessible through the Platform;

viii. make network connections to any users or Retail Partners unless the Merchant has permission to communicate with them.

ix. violate the security or integrity of the Platform, including by:

(A) attempting to probe, scan or test the vulnerability of any part of the Platform;

(B) monitoring data or traffic on the Platform without Australia Post's prior written consent; or

(C) forging TCP-IP packet headers, email headers or any part of a message describing its origin or use.

c) The Merchant must ensure any material it contributes to the Platform ("Content"):

i. is accurate in relation to facts and genuinely held in relation to opinions;

ii. is compliant with Australian law;

iii. is not an infringement or misappropriation of intellectual property or proprietary rights of others;

iv. is not defamatory, obscene, abusive, invasive of privacy, promotes violence or discrimination, or is otherwise objectionable;

v. will not damage, interfere with, surreptitiously intercept, or expropriate any system, program or data, including viruses, Trojan horses, worms, time bombs or cancelbots; and

vi. does not breach any legal duty owed to a third party, promotes any illegal activity, is in contempt of court, or advocates, promotes or incites any party to commit or assist any unlawful or criminal act such as copyright infringement or computer misuse.

d) The Merchant acknowledges and agrees that Australia Post may remove, temporarily or permanently, any Content that breaches this clause whether it is uploaded by the Merchant, or its customers using the Platform.

e) The Merchant must comply with any request by Australia Post to audit the Merchant's compliance with this clause and will provide assistance to Australia Post in investigating and responding to any suspected breach of this clause.

4. Merchant responsibilities and restrictions for Collect

a) (compliance with operational requirements) The Platform may only be used by the Merchant for Collect Parcels where it has (and is not in breach of) a current Parcel Agreement. When using the Collect service, the Merchant agrees to comply with any reasonable operational requirements or delivery service conditions related to the delivery services, as notified to the Merchant from time to time.

b) (Australia Post deliveries only) The Merchant must only use the Platform to facilitate delivery of parcels by Australia Post to Retail Partner Locations, and must not use the Platform to facilitate parcels being carried by any other person.

c) (provision of contact details) In order to receive the Collect services using the Platform, the Merchant must provide Australia Post, in the manifest, with:

i. the name of the