Silver Service Corporate Account General Terms & Conditions

You have agreed to a Silver Service Account Application that, by reference, incorporates the terms and conditions contained in herein and the terms and conditions contained in any URLs herein. The terms and conditions in the Application, herein and in any URLs herein, shall govern the relationship between Silver Service and you for the provision of the Services (collectively, the “Agreement”). The parties agree in consideration of the mutual promises contained in the Agreement:

  1. Definitions and interpretation

 

1.1 Definitions

In this Agreement the following terms will have the following meanings:

Silver Service Account means your Account with Silver Service used for the provision of the Services and payment of Fares and other fees;

Account Fee means the amount(s) payable by you calculated as a percentage of all Fares and fees charged to your Silver Service Account, excluding GST;

Agreement means this agreement, including:

  • the description of the “Parties” set out above;
  • the “Details” set out above;
  • the “Operative provisions” set out above;
  • the execution clauses set out above; and
  • these “Terms and Conditions”;

Application means the Silver Service Account Application that you agreed to;

Authorised User means any person that you authorise to book Services through its Silver Service Account;

Booking means a booking for Taxi Services made by an Authorised User through the Silver Service Account;

Confidential Information means all information belonging or relating to a party to this Agreement, whether oral, graphic, electronic, written or in any other form, that is:

  • or should reasonably be regarded as, confidential to the party to whom it belongs or relates; or
  • not generally available to the public at the time of disclosure other than by reason of a breach of this Agreement;

Driver means a driver of a vehicle affiliated with Silver Service that has accepted a Booking, including but not limited to Silver Service, 13limo, Silver Service and Champ;

Fare means the amount (including GST and any fees, charges, taxes, levies, extras, or tolls) that is charged for, and in relation to, a Taxi Service and is payable by you;

Fixed Price Fee means the fee charged by Silver Service for fixed price bookings, in accordance with the table set out in Annexure A.

Insolvency Event means, in relation to a party to this Agreement, any one or more of the following events or circumstances occurring in relation to that party (or any person comprising the party):

  • being in liquidation or provisional liquidation or under administration;
  • having a controller (as that term is defined in the Corporations Act 2001(Cth) or analogous person appointed to it or any of its property;
  • being unable to pay its debts or being otherwise insolvent;
  • if the party is a natural person, that person becoming bankrupt in accordance with the relevant provisions of the Bankruptcy Act 1966(Cth);
  • entering into a compromise or arrangement with, or assignment for the benefit of, any of its members or creditors; and/or
  • any analogous event or circumstance under the laws of any jurisdiction;

Personal Information has the meaning given to it in the Privacy Act 1988 (Cth);

Related Body Corporate has the meaning given to it in the Corporations Act 2001 (Cth);

Services means booking, dispatch and payments processing services provided by us through the Silver Service Account;

Taxi Services means the road transportation services provided by a Driver to an Authorised User;

we, us, our or other similar terms means Silver Service or any of its related bodies corporate; and

you, your or other similar terms means the Customer.

1.2 Interpretation

In this document, unless the context otherwise requires:

  • words importing a gender include all other genders;
  • the singular includes the plural and vice versa;
  • headings are for convenience only and shall not affect interpretation;
  • a reference to a party is also a reference to that party’s executors, administrators, substitutes (including persons taking by novation), permitted assigns or successors;
  • a reference to a “person” includes an individual, firm, company, corporation or unincorporated body of persons, or any state or government or any agency thereof (in each case, whether or not having separate legal personality);
  • a reference to a clause, schedule or attachment shall be construed as a reference to the clause, schedule and attachment of these Terms and Conditions, unless otherwise specifically stated;
  • a reference to any legislation or any clauses of any legislation include:
    • that legislation as from time to time amended, re-enacted or substituted and, unless otherwise specifically stated, refers to Australian State-based and national legislation; and
    • any statutory instruments, regulations and orders issued under any such legislation; and
  • monetary amounts are stated exclusive of GST, unless specified otherwise.
  1. Term

This Agreement commences on the Commencement Date and continues until it is terminated in accordance with clause 8.

  1. Nature of arrangement

The Services are non-exclusive and nothing in this Agreement restricts Silver Service from providing services that are the same as or similar to the Services to any third party.

  1. Use of the Silver Service Account
  • These general terms and conditions also apply to each Booking.
  • The Silver Service Account can only be used for transactions in connection with Taxi Services supplied by a Driver.
  • Only you can request changes to your Silver Service Account.
  • You are liable for all transactions on your Silver Service Account including where:
    • you, or an Authorised User, fail to ensure that the Booking is made correctly;
    • you have cancelled authorisation for an Authorised User to make Bookings on your Silver Service Account but have failed to notify us; and
    • any unauthorised access to, or use of, your Silver Service Account.
  • You must explain to Authorised Users how to use the Silver Service Account, and in particular advise Authorised Users that a Silver Service Account can only be used for Bookings.
  1. Acknowledgements

You acknowledge and agree that:

  • Drivers are independent third parties and are not the employees, contractors, subcontractors or agents of Silver Service nor are they the employees, contractors, subcontractors or agents of any related bodies corporate of Silver Service.
  • Silver Service nor its related bodies corporate are not liable (and you may not make a claim against Silver Service or its related bodies corporate) for the acts or omissions of Drivers and Silver Service nor its related bodies corporate are not liable to (and you may not make a claim against Silver Service or its related bodies corporate) for any loss, costs or any liability that you suffer or incur as a result of or in connection with a Driver’s acts or omissions, unless to the extent that sch loss, costs or liability is directly caused by Silver Service or its related bodies corporate.
  • We cannot and do not represent, warrant, or guarantee at any time:
    • the availability of a vehicle or a Driver;
    • the quality or timing of Taxi Services or other services provided by a Driver;
    • if or when a Booking will be accepted by a Driver; or
    • when or if the Booked vehicle will arrive at the nominated pick up destination.
  • You can cancel an Authorised User’s authority to use your Silver Service Account by giving us 2 business days’ prior written notice to enquiries.clientsupport@Silver Service.com.au, however, you will be liable to pay for all transactions made by that Authorised User until we cancel their access to your Silver Service Account; and
  • You are responsible for ensuring that Authorised Users comply with these Terms and Conditions.
  1. Guarantee
  • We may ask you to arrange for a third party to guarantee your obligations under this Agreement.
  • If you do not provide us with the guarantee or a guarantee that is provided is revoked, we may, in our absolute discretion, terminate this Agreement in accordance with clause 8.
  1. Payments

7.1 Bond

  • At any time during the term of this Agreement, we may request a bond from you at our discretion. We may apply the bond towards any amount that you owe us under this Agreement.
  • If you do not provide us with the bond as requested, we may in our absolute discretion terminate this Agreement in accordance with clause 8. Subject to clause 1(c), on termination of this Agreement, the bond will be returned to you within 28 days of the closure of your Silver Service Account.
  • If after termination of this Agreement you still owe us any amount pursuant to this Agreement, the bond may be used to set-off that amount.

7.2 Fare and Account Fee

  • We will send you an invoice at the beginning of every calendar month for the Fares, the Account Fees and any other fees accrued in the previous month.
  • In consideration for Silver Service providing the Services, you agree to pay us the amount shown on each invoice within 30 days of the date of that invoice.
  • Payments will not be treated as being received until their value is credited to your Silver Service Account. All payments and part payments received will be firstly applied against any overdue amounts and then to any current balances.
  • You must make all payments in full without deduction for set-off or counterclaim (including any claim relating to a disputed transaction).
  • If you do not pay any amount owing to us under these Terms and Conditions on the due date for payment, then we may charge you interest at the rate of 2% above the overdraft rate charged by our principal bank from time from and including the due date for payment until the date of payment of the outstanding amount is made.
  • Silver Service may vary the Account Fee and any other fees payable by you under this Agreement, annually on the 1st of July each year in line with changes in the Australian Consumer Price Index, published by the Bureau of Statistics, using the annual percentage change in the ‘all groups CPI’ as at the previous 30th June, by providing 30 day’s written notice to you.
  • Silver Service may vary the Account Fee by more than CPI from time to time by providing 30 days’ written notice to you.
  • Silver Service may in its absolute discretion implement a limit on your account and update it from time to time by providing 30 days’ notice to you.

7.3 GST

  • In this clause the expressions “consideration”, “GST”, “input tax credit”, “recipient”, “supply”, “tax invoice” and “taxable supply” have the meanings given to those expressions in the A New Tax System (Goods and Services Tax) Act 1999 (GST Act). A “supplier” means any party treated by the GST Act as making a supply under this
  • Unless otherwise expressly stated, all prices or other sums payable or consideration to be provided under or in accordance with this Agreement are exclusive of GST.
  • If GST is imposed on any supply made under or in accordance with this Agreement, the recipient of the taxable supply must pay to the supplier an additional amount equal to the GST payable on or for the taxable supply subject to the recipient receiving a valid tax invoice in respect of the supply at or before the time of payment.
  • Payment of the additional amount will be made at the same time as payment for the taxable supply is required to be made in accordance with this Agreement.
  • If this Agreement requires a party (the First Party) to pay for, reimburse, set off or contribute to any expense, loss or outgoing (Reimbursable Expense) suffered or incurred by the other party (the Other Party), the amount required to be paid, reimbursed, set off or contributed by the First Party will be the sum of:
    • the amount of the Reimbursable Expense net of input tax credits (if any) to which the Other Party is entitled in respect of the Reimbursable Expense (Net Amount); and
    • if the Other Party’s recovery from the First Party is a taxable supply, any GST payable in respect of that supply,
    • such that after the Other Party meets the GST liability, it retains the Net Amount.
  1. Termination
  • Either party may terminate this Agreement without cause at any time by giving the other party at least 30 days’ notice in writing.
  • You agree that each of the following events is an event of default (Event of Default) and constitutes a breach by you of an essential term of this Agreement:
    • full payment of an invoice is not made by the due date;
    • you and/or an Authorised User do not comply with the terms of this Agreement;
    • you and/or an Authorised User do not comply with any laws; and/or
    • you suffer an Insolvency Event.
  • In the event of an Event of Default, other than an Insolvency Event or a breach of law, if the default can be remedied, you fail to remedy that Event of Default within 7 days of being requested to do so by us), we may by notice in writing to you, at our discretion:
    • immediately suspend the use of and access to your Silver Service Account;
    • delete website logins or other means to make a Booking linked to your Silver Service Account; or
    • terminate this Agreement.
  • We may terminate this Agreement immediately by notice in writing to you if:
    • In our reasonable opinion, the Event of Default is not capable of remedy;
    • you and/or an Authorised User breaches any applicable laws; or
    • you suffer an Insolvency Event.
  • If this Agreement is suspended, until the suspension is lifted, you may not use your Silver Service Account. The suspension of your Silver Service Account does not otherwise affect or limit your obligations under the Agreement.
  • If Silver Service unilaterally updates the terms of this Agreement or unilaterally increases the Account Fee by more than CPI in accordance with clause 2(g), then you may immediately terminate this Agreement by providing us with written notice within 30 days of the notification date of such change. If you do not provide written notice of termination within 30 days, then you will be deemed to have accepted the unilateral update and/or increase in the Account Fee.
  • If this Agreement is terminated:
    • all amounts owing by you under these Terms and Conditions become immediately due and payable (including amounts that have been accrued or charged but not debited to your Silver Service Account);
    • you must cease using your Silver Service Account; and
    • you will remain liable for all Fares, Account Fees and interest accrued on your Silver Service Account for Bookings made or completed prior to, and on the date of, termination.
  1. Liability and Indemnity

9.1 Liability

To the maximum extent permitted at law, we will not be liable to you for any loss incurred by, or claim made against, you, arising from or in connection with this Agreement, including without limitation:

  • a Driver’s acts or omissions, including any refusal by a Driver to accept a Booking or delay or failure in arriving at the nominated pick up destination;
  • any direct, indirect, special, punitive or consequential damages (including any indirect loss of income or profits) howsoever arising;
  • the suspension or closure of your Silver Service Account in accordance with the terms of this Agreement;
  • any unauthorised transaction or any fraudulent or dishonest actions of anyone other than us;
  • any exercise, or delay in exercising, a right, power or remedy under this Agreement; or
  • any other event or circumstance that we cannot reasonably control,

except to the extent that the loss or claim is directly caused by our criminal or negligent acts or omissions.

9.2 Indemnity

  • Each party (Indemnifying Party) agrees to indemnify the other party and each of its Related Body Corporates and the directors, officers and agents of us and them (Indemnified Parties) against any direct losses, liability, damages, costs or expenses incurred by any indemnified party arising out of, or in connection with, a breach by the Indemnifying Party of this Agreement.
  • In addition to the indemnity in clause 2(a), you indemnify Silver Service and each of its Related Body Corporates and the directors, officers and agents of us and them against any losses, liability, damages, costs or expenses incurred by any indemnified party arising out of, or in connection with any unauthorised:
    • transaction or fraud, except to the extent arising from our fraud or dishonesty; or
    • access to, or use of, your Silver Service Account and any actions resulting therefrom.
  • The indemnities in this clause 2 are a continuing obligation and are independent of a party’s other obligations under this Agreement. They continue after this Agreement terminates. It is not necessary for an indemnified party to incur expense or make payment before enforcing this indemnity.
  1. Intellectual property

You acknowledge and agree that we or one of our related bodies corporate own or are entitled to own, and you have no right, title or interest in any of our present and future intellectual property, including:

  • trade marks, service marks, symbols, branding, logos and other trade indicia, patents, designs, copyright, know how, domain names, inventions, trade secrets and any other rights subsisting in the results of intellectual effort in any field, whether or not registered or capable of registration;
  • any application, registration or right to apply for registration of any of these rights; and
  • all renewals and extensions of these
  1. Privacy
  • You warrant that any Personal Information provided to us under this Agreement was done so with your knowledge and consent and, in the case of an Authorised User, that Authorised User’s knowledge and consent.
  • Any Personal Information you provide to us will be handled in accordance with our Privacy Policy.
  • In addition to our rights under our Privacy Policy, you further authorise us to:
    • make reasonable enquiries to verify the information given to us for a Silver Service Account;
    • obtain from a credit reporting agency or any financial institutions or credit providers whose names are provided or whose names are included in a credit report, such information on personal or commercial finances as we may require in order to satisfy us of your ability to discharge your obligations under the terms of this Agreement; and
    • disclose the following information to a credit reporting agency:
  • information relating to your application for a Silver Service Account;
  • information relating to overdue payments that are the subject of action taken for recovery; and
  • information about payments by you (including by direct debit or cheque) that have been dishonoured on more than one occasion.
  • You must comply with all applicable privacy laws and regulations and must implement and maintain appropriate technical and organisational measures or other protections for Personal Information.
  1. Confidentiality
  • Each party (Receiving Party) receiving, possessing or otherwise acquiring Confidential Information of the other party (Disclosing Party) acknowledges that the Disclosing Party’s Confidential Information is the property of and confidential to or a trade secret of the Disclosing Party. Subject to clause 12(b)below the Receiving Party must:
    • keep the Disclosing Party’s Confidential Information confidential and not directly or indirectly disclose, divulge or communicate that Confidential Information to, or otherwise place that Confidential Information at the disposal of, any other person without the prior written approval of the Disclosing Party;
    • take all reasonable steps to secure and keep secure all Disclosing Party’s Confidential Information coming into its possession or control;
    • not deliberately memorise, use, modify, reverse engineer or make copies, notes or records of the Disclosing Party’s Confidential Information for any purpose other than in connection with the performance by the Receiving Party of its obligations under this Agreement; and
    • on request, destroy the Disclosing Party’s Confidential information.
  • The obligations of confidentiality under clause 12(a) abovedo not apply to any information that:
    • is generally available to the public (other than by reason of a breach of this Agreement);
    • was lawfully in its possession prior to disclosure by the Discloser; or
    • is required to be disclosed by any applicable law.
  1. Miscellaneous

13.1 Notices

  • Any notice, approval, consent or other communication under this Agreement must be in writing and delivered personally or given by prepaid registered post or email to a party at the address of that party indicated at the beginning of this Agreement, or such other address as that party may from time to time notify to the other for the purposes of receiving communications relating to this Agreement.
  • Proof of posting by prepaid registered post or of dispatch of email will be proof of receipt, in the case of a letter, on the third day after posting and, in the case of email, on the day the email was sent, provided that the sender’s email server did not produce an error message indicating that the message was not received.
  • You must immediately notify us in writing of a change of the person/department/area responsible for receiving notices, including invoices.
  • We will not be responsible for any errors or losses associated with a change if we do not receive notice or adequate notice of the change.

13.2 Force Majeure

No failure or omission by either party, other than a failure to pay moneys due under this Agreement, to carry out or observe an obligation contained in this Agreement shall, except as expressly agreed to the contrary, give rise to any claims against such a party if such failure or omission arises as a result of any cause outside the reasonable control of either party and which could not have been prevented or avoided by either party taking reasonable steps.

13.3 Relationship

Nothing in this Agreement creates or gives rise to a relationship of or may be interpreted to mean that either party is a partner, agent or joint venturer of the other party.

13.4 Set off

We may, without notice, combine any account that you or any of your Related Body Corporates hold with us or any of our related bodies corporate and set off or deduct any amount that is or may become owing by you to us under this Agreement. This clause overrides any other document or agreement to the contrary.

13.5 Costs

Subject to any other provision of this Agreement, each party shall pay its own costs of and incidental to, the negotiation, preparation, execution, and amendment of this Agreement.

13.6 Assignment of rights

You cannot assign your rights or obligations under this Agreement with our prior written consent. Any assignor shall be liable to Silver Service, for the acts, defaults and negligence of any assignee as fully as if they were the acts, defaults or negligence of the assignor. We may assign, subcontract, transfer or otherwise deal with our rights and obligations under these Terms and Conditions. This will not affect your rights or obligations under these Terms and Conditions.

13.7 Waiver

No delay, neglect or forbearance by either party in enforcing against the other any provision of this Agreement shall be a waiver by, or in any way prejudice any right, of that party.

13.8 Severability

If a court or any other tribunal or authority finds any of the terms in this Agreement to be void or unenforceable, the remaining terms continue to apply.

13.9 Applicable law

This Agreement is governed by and will be construed according to the laws of the State of New South Wales and each party irrevocably submits to the non- exclusive jurisdiction of the courts of that State, and the courts competent to determine appeals from those courts, with respect to any dispute or proceedings which may be brought at any time relating in any way to this Agreement.

13.10 Rights of law

  • The rights, powers, discretions and remedies conferred on or exercisable by the Parties pursuant to this Agreement are in addition to and without prejudice to the rights, powers, discretions and remedies vested in or available to either party at law.
  • If we decide not to exercise a right, remedy or power, this does not mean we cannot exercise it

13.11 Updates

Silver Service may update the Agreement (including without limitation any increase to the fee and any amendment to the policies) at any time on 30 days’ prior written notice to you including without limitation email.

13.12 Entire understanding

This Agreement contains the entire understanding between the parties concerning the subject matter of the Agreement and supersedes and cancels any previous representation, agreements, understandings and arrangements relating thereto whether written or oral.