Terms of Service     

Last updated: April 29, 2021


Contractual Relationship

READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.


1.         Effect of GrubUp Terms of Service

a.          GrubUP is an online marketplace that permits Customers to view and search for the menus of Independent Service Providers (Partners) and/or place orders for food or other products from Partners which Partners receive through the Partner Platform.

b.          Subsequently, GrubUP software then notifies other Independent Service Providers (Captains) which are (independent contractors/ riders) that a delivery opportunity is available.

c.          After a Captain communicates their acceptance of the delivery, the GrubUP software facilitates the Captain's completion of the delivery of the Partner Products to the Customer.

d.          You acknowledge and agree that GrubUP is not a merchant, food preparation business, reseller, or delivery service; it is an online marketing and connection platform.

e.          These Terms of Service govern GrubUp’s provision or facilitation to you of the Services, services provided by Independent Service Providers, the App, GrubUp website, content and associated materials.

f.           You access, continued use of the Services, or acceptance by clicking the ‘I Accept’ tick box on the App or our website constitutes your agreement and consent to be bound by these Terms of Service, which established a contractual relationship between you and GrubUp. If you do not agree to these Terms of Service, you must not access or use the Services.  

g.          By agreeing to be bound by these Terms of Service you agree and acknowledge that you have fully understood and comprehended these Terms of Service.

h.          There Terms of Service supersede all prior agreements, understandings, or communications with you, whether oral or written, unless expressly reference in these Terms of Service.

i.           From time to time, we may vary these Terms of Service by uploading them to our website or App. Amendments or variations shall be effective upon posting of such updated Terms of Service. Your continued use or access of the Services after such posting constitutes you consent to be bound by the Terms of Service.

 

  

2.          GrubUp Services

a.          All GrubUp Services are provided to you in accordance with these Terms of Service. By continuing to use any of the GrubUp Services you irrevocably consent and agreed to these Terms of Services.

b.          Any GrubUp Services are made available to you for non-commercial personal use, unless otherwise agreed by GrubUp in writing or an agreement superseding these Terms of Service is executed between you and GrubUp.

c.          You acknowledge and agree that, at all time:

                     i.     GrubUp does not provide any transportation services whatsoever in connection with the Services;

                    ii.     All transportation services providers are contractors of GrubUp and are not their employees, agents or affiliates; and

                  iii.     GrubUp does not provide any delivery services whatsoever in connection with the Services.

d.          GrubUp does not accept any liability whatsoever in connection with the services provided to you by Independent Service Providers.

e.          The Company makes available a network of independent third-party contractors (“Captains”) who provide delivery services to our users and the Partners (food or beverage service providers). It is up to each Captain to provide such delivery services. The Partners also operate independently of the Company. When you order any food, beverages or other items (an “Order”) from a Partner via the GrubUP platform, that Order will be fulfilled by the relevant Partner (and not by GrubUP). The Services are a marketplace to help you place an order with the Food Service Provider and have that order delivered by a Captain.

f.           The Company will not assess the suitability, legality or ability of any Captain or Food Service Provider. The Company is not responsible for the Food Service Providers’ Order, or any food or beverage preparation or safety, and does not verify their compliance with applicable laws or regulations. The Company has no responsibility or liability for acts or omissions by any third-party Food Service Provider or Captain, other than as stated herein.

3.          Provision of GrubUp Services

a.          You agree and acknowledge that any portion of the Services may be made available to you under any GrubUp brands or associated partner brands from time to time.

b.          GrubUp reserves the right to make the Services available to you in connection with any GrubUp subsidiaries, partner brands or affiliates in its absolute discretion from time to time.

c.          The Services that are made available to you are available in designated areas through the App from time to time. Under no circumstances, does GrubUp guarantee that you will be able to use the App to request such Services within a specific designated area on demand. 

d.          You are responsible for obtaining the data network necessary to use the Service or App. Obtaining data network access may require you to incur additional fees which you shall be responsible for at all times.

e.          You are solely responsible for procuring and maintaining hardware which supports the App and the provision of the Services.

f.           Under no circumstances does GrubUp guarantee that the Services will be support by or be available on any particular hardware or devices.

g.          The provision of the Services is subject to delays, corruptions or malfunctions that may occur from time to time.

 

4.          User Licence

a.          Subject to your acceptance of these Terms of Service, GrubUp grants to you a limited, non-exclusive, non-sublicensable, revocable, no transferrable licence to:

                     i.     access and use the App on your personal mobile device solely for personal use in connection with the Services; and

                    ii.     access and make use of any information, content and materials that may be made available to you through the App by GrubUp in connection with the Services.

b.          Any rights of licences not expressly set out in these Terms of Service are reserved by GrubUp.

 

5.          Restrictions on Use

a.          You must not:

                     i.     reproduce, modify, distribute, license, sell, commercialise, transfer, publicise, transmit or exploit the Services;

                    ii.     modify, decode, reverse engineer, duplicate or copy the App of Services, unless expressly permitted or compelled by any applicable law;

                  iii.     make use of any programs, codes or scripts for the sole purpose of data mining, coding, indexing, scraping or hindering the functionality or operation of the GrubUp Services or App;

                  iv.     attempt to obtain unauthorised access to the Services, App or any related networks, systems or servers for any reason whatsoever.

 

6.           Third Party Content

a.          The Services may be made available to you through third party services and/or content outside the control of GrubUp. You agree and acknowledge that direct terms of service, privacy policies and restrictions may apply to your use of such third-party services and/or content.

b.          In any event, GrubUp does not endorse or accept any liability whatsoever for any third-party services, content, applications or materials of such third parties.

 

7.          Ownership and Intellectual Property

a.          The Services, App, Intellectual Property and all rights set out under these Terms of Service shall remain GrubUp’s property or the property of any of its licensors.

b.          The Terms of Service or your use of any of the Services, the App or any related content does not grant or assign you any rights whatsoever in connection with:

                     i.     the Services, except as expressly provided for under these Terms of Services; and

                    ii.     the use of GrubUp’s or GrubUp licensor’s logos, company names, product and service names, trademarks or any other Intellectual Property, unless expressly provided for under these Terms of Service.

  

8.          GrubUp User Accounts

a.          To be provided access to the Services, you must be at least 18 years of age and effect and maintain registration of a GrubUp account.

b.          GrubUp accounts registration requires you to provide GrubUp with Personal Information. 

c.          You agree and acknowledge that you shall maintain the account in terms of currency, accuracy and completeness at all time. Your failure to maintain the account may result in account suspension or your inability to access the Services.

d.          GrubUp only permits users to register a single account, unless otherwise agreed by GrubUp in writing.

e.          You are solely responsible for any and all activity that occurs under your accounts, and you agree to maintain the security of your account data (including any passwords usernames and access codes).

 

9.          Conditions of Registration and User Conduct

a.          You may not under any circumstances whatsoever permit a third party (not register under the respective account) or a person under the age of 18 to use and/or gain access to the Services from your personal device.

b.          You may not assign or transfer your account to any other person or entity without the express written consent of GrubUp;

c.          Under no circumstances will you cause nuisance, inconvenience or property damage, whether to the Independent Service Provider or any other party, including GrubUp or its Related Bodies Corporate in connection with your use of the Services.

d.          You may only access the Services for a lawful purpose and in accordance with these Terms of Service.

e.          You acknowledge and agree that you may be refused access to or use of the Services in GrubUp’s absolute discretion.

 

10.          Electronic Communication Methods

a.          You acknowledge and agree that by registering an account with GrubUp, you consent to GrubUp or its affiliates contacting you via electronic communication methods, including but not limited to text messages, email, App notifications and telephone or any other communication methods as determined by GrubUp from time to time.

b.          You also acknowledge and agree that GrubUp is not required to include ‘unsubscribe’ buttons for communication methods where it may be impracticable for GrubUp to do so.

 

11.          User Furnished Data

a.          In some circumstances, GrubUp may require you to upload, publish or otherwise furnish to GrubUp video, audio or text files in connection with the Services.

b.          The ownership over such content shall remain with you, however you must grant GrubUp and its affiliates a worldwide, royalty free, perpetual, irrevocable, transferrable, sublicensable licence to use, copy, modify, create or exploit such data in any manner whatsoever, without further notice or any consent from you.

c.          You represent and warrant at all times that you:

                     i.     are the sole owner of User Furnished Data provided by you; and

                    ii.     the User Furnished Data provided by you will not infringe or violate any third Party’s Intellectual Property ownership, privacy or any applicable law or regulation.

d.          You must not provide any User Furnished Material that is unlawful, pornographic, defamatory, violent offensive or contrary to the requirements of these Terms and Conditions, as determined by GrubUp in its absolute discretion. GrubUp is under no obligation and is not liable in any way for User Furnished Content, however it may request the review, monitoring or deletion of any User Furnished Content.

12.    Payment for Services

a.          You agree and understand that the use of Services may result in charges to you for the services, goods that you receive from Independent Service Providers and/or use of the GrubUp website, platform of App.

b.          Upon delivery of the services or goods from Independent Service Providers, GrubUp will facilitate your payment of the applicable fees on behalf of the Independent Service Provider. For the avoidance of doubt, payment of such fees shall be considered the same as a direct payment by you to the Independent Service Provider.

c.          Independent Service Provider fees shall be inclusive of GST, applicable taxes.

d.          Independent Service Provider fees paid by you are non-refundable, unless otherwise determined by GrubUp or a requirement under the Australian Consumer Law.

e.          All Independent Service Provider fees are due immediately and payment will be facilitated by GrubUp using any of the selected payment methods under your account, after which you shall be sent a receipt by GrubUp.

f.           You acknowledge and agree that any Independent Service Provider fees may increase within a particular geographical area due to high demand.

g.          Any promotional codes, discounts or vouchers provided to you for no fee have no monetary value, cannot be redeemed for cash and are not transferrable, however they may result in different amounts being charged for the same or similar services or good obtained through the use of the Services and App.

h.          Any promotional codes, discounts or vouchers provided to you must not be exploited, used on multiple accounts, applied or redeemed in duplicate or otherwise be used in any manner contrary to these Terms of Service or any other GrubUp policies.

i.           Independent Service Provider fees serve as financial compensation for the services or good provided by the Independent Service Providers to you.

j.           You reserve the right, but are under no obligation to provide additional payments to the Independent Service Provider as a gratuity.

13.     Cancellations

a.          You may cancel your request for both the delivery services and purchased items within 24 hours of the scheduled date and time of the Independent Service Provider’s collection of the purchased items from a GrubUp partner’s designated pickup location.

b.          You acknowledge and agree that, where GrubUp determines in its absolute discretion that the cancellation of the delivery services and purchased items are attributable to you, you may be charged a fee up to the value of both the delivery services and the purchased items.

c.          In GrubUp’s absolute discretion, if the delivery services are cancelled for any reason not directly attributable to you, you shall be refunded any fees paid in connection with the cancelled delivery service and/or purchased items.

 

14.       Accounts

a.          Unless otherwise agreed, we generally issue accounts electronically on a monthly basis and at completion of the work.

b.          Accounts are payable within 10 days of the date of issue.  We reserve the right to charge interest on overdue accounts at the rate equal to the cash rate target set by the Reserve Bank of Australia (as at the date the account was rendered) plus 2%.

c.          Credit card payments may incur a surcharge of 1.29% (Visa, Mastercard) or 2.19% (AMEX).

d.          You authorise us to pay an account from money held in trust on your behalf for fees and costs, if we notify you in writing that trust money will be transferred from trust to pay the account.

e.          Nothing in this section is intended to limit your rights as a consumer under the Australian Consumer Law.

 

15.       Repair and Damage

a.          Any damage or required cleaning services attributable to your use of the Services to the Independent Service Provider’s vehicles and/or property in excess of reasonable amortisation shall be borne directly by you.

b.          In the event the Independent Service Provider is able to substantiate that damage was made or cleaning is required of the Independent Service Provider’s vehicle or property to the reasonable satisfaction of GrubUp, GrubUp reserves the right to facilitate payment for the reasonable cost of such repair or cleaning on behalf of the Independent Service Provider using any of the payment methods selected under your account. Such amounts shall be transferred by GrubUp to the relevant Independent Service Provider and are not refundable.

 

16.       Services Disclaimer

a.          All Services are provided on an ‘as is’ basis and GrubUp disclaims all representations and warranties whatsoever, both express and implied in connection with the Services.

b.          In no event does GrubUp guarantee the suitability, quality, accuracy, safety or availability of the Services, App or any services or items provided by any Independent Service Provider.

c.          You acknowledge and agree that, to the maximum extent permitted by law, any risk arising from your use of the Services remains solely with you.  

 

17.       Liability

a.          GrubUp’s liability for failure to comply with a consumer guarantee is limited to:

                     i.     in the case of goods supplied to you as part of the Services, the repair or replacement of the relevant good;

                    ii.     in the case of services supplied to you as part of the Service, the re-supply of the relevant services or the payment of the cost of resupplying the services.

b.          GrubUp’s total aggregate liability to you in connection with the Services for all damages, losses and causes of action, by operation of law or otherwise, shall not exceed the value of the respective Service provided to you.

c.          GrubUp’s liability to you for a breach of any condition, warranty or term of these Terms of Service that is not a breach of a consumer guarantee is limited as follows:

                     i.     GrubUp shall not be liable for any indirect, incidental or consequential losses, including loss of profits, loss of data, death, personal injury, property damage in connection with, or resulting from the Services.

                    ii.     GrubUp shall not be liable for any damages, liability or losses arising out of your use or reliance on the Services, your inability to access the Services or any transaction between you and any Independent Service Provider.

                  iii.     In no event shall GrubUp be liable for delay or failure in performance resulting from causes beyond the reasonable control of GrubUp.

d.          You acknowledge and agree that GrubUp has no responsibility or liability to you in connection with any transportation, good or delivery services provided to you by Independent Service Providers, unless expressly provided for under these Terms of Service.

e.          You acknowledge and agree that GrubUp is not responsible for the Food Service Providers’ Order, or any food or beverage preparation or safety, and does not verify their compliance with applicable laws or regulations. The Company has no responsibility or liability for acts or omissions by any third-party Food Service Provider or Captain, other than as stated herein.

 

 

18.       Reports, Complaints and Feedback

a.          GrubUp shall effect and maintain a complaints management and feedback system consistent with the requirements of the Australian Consumer Law.

b.          Where complaints are attributable to purchased items and/or services from independent Service Provides, they shall be addressed by the Independent Service Providers directly.

c.          GrubUp shall not be liable for any compliances, authorisations, permits, health and safety requirements of the Independent Service Providers or approvals whatsoever in connection with the Independent Service Providers.

 

19.       Termination of the Services

a.          GrubUp may in its absolute discretion restrict or terminate your access to the Services where GrubUp suspects (acting reasonably) that:

                     i.     you have, or are likely to breach these Terms of Service;

                    ii.     any applicable law prohibits you from accessing the Services;

                  iii.     you are not 18 years of age; or

                  iv.     operate more than one account at one time.

b.          Upon providing [#insert days’ written notice, GrubUp may terminate these Terms of Service or the Services for any commercial, legal or regulatory reason whatsoever.

 

20.       Indemnity

a.          You shall indemnity and hold GrubUp, its officers, directors, employees and agents harmless form any and all claims, demands, losses, liabilities and expenses arising out of or in connection to:

                     i.     your use of the Services or services or goods obtained through our use of the Services;

                    ii.     your breach of these Terms of Service;

                  iii.     GrubUp’s use of your User Furnished Data; or

                  iv.     your violation of the rights of any third party, including Independent Service Providers.

b.          Your liability under this clause shall be limited proportionately to the extent that, GrubUp directly caused or contributed to any of the indemnifiable events under this clause.

 

21.       Dispute Resolution

a.          GrubUp operates a complaints process enabling you to lodge complaints about GrubUp or Independent Service Providers.

b.          GrubUp shall operate the complaints process in a reasonable manner and manage any refunds to you in relation to those complaints (where applicable).

c.          In addition, you may have rights to lodge a complaint to fair trading or consumer law bodies under applicable consumer laws, including the Australian Consumer Law.

d.          In the event of a dispute, either party may file for proceedings in the courts of New South Wales, pursue final and binding arbitration, in which case the seat of arbitration shall be in Sydney, NSW, or any other dispute resolution as agreed between the parties.

e.          Any proceedings whatsoever, to the extent permitted by law, including any correspondence, orders and awards awarded by a mediator, arbitrator or otherwise, shall remain strictly confidential and not be disclosed to any third party without the express written consent from the other party.

 

22.       Communications

a.          GrubUp may communicate with you including for the purposes of providing notice in connection with the Services or these Terms of Service by phone, email, written communication sent to your physical address or electronic notifications to your account.

b.          You may communicate with GrubUp, including for the purposes of providing notice in connection with the Services or these Terms of Service by email or by written communication to GrubUp’s address at 79/ 421 Pacific Highway, Asquith New South Wales, Australia 2077.

 

23.       App Stores

a.          You acknowledge and agree that the availability of the App may be dependent on any third parties from which you receive the App’s license.

b.          You acknowledge and agree that these Term of Service are between you and GrubUp and not with the respective App Store and that GrubUp is only responsible for the provision of the Services as described in these Terms of Service.

c.          Where you have downloaded the App from an App Store, the App Store administrator (i.e. Apple, Google or otherwise), shall have the right to enforce these Terms of Service against you as a third-party beneficiary.

 

24.       Privacy

a.          GrubUp may collect and hold personal information about you.  This information may be collected directly from you, indirectly or from third parties acting on your behalf.

b.          How we use and disclose personal information depends upon your interaction with us.  Typically, we use and disclose personal information to:

                     i.     provide the Services to you;

                    ii.     enable the Independent Service Providers to provide delivery services of your purchased items to you;

                  iii.     provide information about other services that we offer that may be of interest;

                  iv.     facilitate our internal business operations, including the fulfilment of any legal requirements;

                    v.     analyse our services and customer needs with a view to developing new and improved services; and

                  vi.     obtain a testimonial for us.

c.          We may disclose personal information to:

                     i.     third party service providers who assist us in operating our business, some of which are not required to comply with our privacy policy and may be based overseas or use overseas infrastructure;

                    ii.     our related entities and other affiliated organisations so that you may be given information about their services and various promotions; and

                  iii.     another party for a purpose permitted or required by law.

d.          If personal information given to us is incomplete or inaccurate, it may delay our internal operations and we may not be able to effectively work with you or perform the Services.

 

25.       Interpretation

a.          In these Terms of Services, unless the contrary intention appears, word, abbreviations and acronyms have the meaning given to them as follows:

                     i.     App means he mobile application made available by GrubUp to you through any App Store to provide you with the Services.

                    ii.     App Store means any platform, store or operating systems which may enable you to download the App to your personal mobile device, including but not limited to the Apple App Store, Google Play Store or Windows Phone Store.

                  iii.     Australian Consumer Law means Schedule 2 to the Competition and Consumer Act 2010 (Cth).

                  iv.     GrubUp means Grubup Pty Ltd (ACN: 649 023 736) of 79/ 421 Pacific Highway, Asquith New South Wales, Australia 2077.

                    v.     Independent Service Provider means any independent contractors of GrubUp providing delivery services or preparing the goods purchased by you through the App.

                  vi.     Intellectual Property means all industrial and intellectual property rights, including but not limited to in connection with the Services and App, both in Australia and throughout the world, and includes any copyright, patent, registered or unregistered trade mark, registered or unregistered design, registered or unregistered plant breeder’s right, trade secret, knowhow, right in relation to semiconductors and circuit layouts, trade or business or company name, indication or source or appellation of origin or other proprietary right, or right of registration of those rights.

                 vii.     Related Bodies Corporate means a body corporate related to GrubUp as defined in section 9 of the Corporations Act 2001 (Cth).

                viii.     Service means any applications, websites, content, products, and services made available by GrubUp.

                  ix.     Terms of Service means these terms and conditions of service pursuant to which GrubUp provides the Services to you, which may be amended from time to time.

                    x.     User Furnished Data means any content provided by you to GrubUp either by being uploaded, published or otherwise made available to GrubUp including but not limited to textual, audio content, visual content, information, commentary, feedback, reviews, complaints, support requests and competition entries.

b.          In these Terms of Service:

                     i.     the meaning of any general language is not restricted by any accompanying example, and the words ‘includes’, ‘including’, ‘such as’ or ‘for example’ (or similar phrases) do not limit what else might be included;

                    ii.     a reference to these Terms of Service includes the agreement recorded by these Terms of Service;

                  iii.     no rule of construction applies in the interpretation of these Terms of Service to the disadvantage of the party preparing these Terms of Service on the basis that it put forward these Terms of Service or any part of it; and

                     iv.     a reference to a party is a reference to the you or GrubUp, and a reference to the parties is a reference to both you and GrubUp.