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VTA Model Bailment Agreement (Operator) (Driver) Level 12 575 Bourke Street Melbourne Vic 3000 Tel: +61 3 9628 4100 Fax: +61 3 9620 0711 www.logielaw.com

Transcript of LSL Deed - - Victorian Taxi Association - Home Model... · Web viewmeans a licence to operate the...

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VTA Model Bailment Agreement

(Operator)

(Driver)

Level 12575 Bourke StreetMelbourne Vic 3000Tel: +61 3 9628 4100Fax: +61 3 9620 0711www.logielaw.com

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Contents

General terms 21 Definitions and Interpretation 22 Commencement and Term 43 Bailment 44 Driver obligations 55 Operator obligations 86 Warranties 97 Bond 108 Incidents and Accidents 129 Insurance and Indemnity 1210 Network 1411 Surveillance and Data 1512 Fares and Fare Split 1613 Fines, Services, Fees and Charges 1714 Disputes 1815 GST 1816 Alternate Taxi-Cab 1817 Termination 1918 Special conditions 1919 General 19Schedule 1 Parties 22Schedule 2 Details 23Schedule 3 Special Conditions 24

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General terms

1 Definitions and Interpretation1.1 Interpretation

In this Agreement, unless the context indicates otherwise the following words and phrases mean:

Act means Transport (Compliance and Miscellaneous Act) 1983 (Vic).

Alternate Taxi-Cab means a taxi-cab other than the Taxi-Cab which is owned by:

(a) the Operator; or

(b) if the Operator is a company, a director of the Operator, a Related Body Corporate or director of a Related Body Corporate of the Operator; or

(c) if the Operator is an individual, a company of which the Operator is a director or a Related Body Corporate of a company of which the Operator is a director.

Bond means a bond payable to the Operator by the Driver under clause 7.1 and in Item 11 of Schedule 2, the total amount of which may not be more than $1,000.

Commencement Date means the date specified in Item 1 of Schedule 2.

Conditions of Licence means:

(a) the implied conditions attached to the Licence under section 144 of the Transport Act; and

(b) any additional conditions imposed on the Licence by the TSC.

Dispute has the meaning given to it in clause 14.

Driver means the person named in Item 2 of Schedule 1. The Driver might also be referred to as a Bailee.

Driver Services means services provided by the Operator or a third party, for the benefit of the Driver, over and above those services necessary for the operation and maintenance of the Taxi-Cab, being those services set out in Item 10 of Schedule 2.

Duties means any stamp, transaction or registration duty or similar charge imposed by any governmental agency and includes any interest, fine, penalty, charge or other amount imposed in respect of any of them, but excludes any Taxes.

Garage means the place appearing at Item 7 of Schedule 2.

Gross Fares1 means the total amount of all fares accrued on the meter, including any applicable:

(a) booking fee;

1 The TSC has acknowledged that, in the case of pre-arranged contract work, 'gross fares' should be interpreted to mean the contracted or collected fare, rather than the metered fare. The TSC plans to issue guidance to clarify its interpretation of "gross fares". Operators and Drivers should therefore ensure they keep informed of any developments.

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(b) high occupancy fee;

(c) late night surcharge; and

(d) public holiday surcharge,

but does not include:

(e) Citylink or Eastlink tolls;

(f) the wheelchair lifting subsidy under regulation 45(4B) of the Transport (Taxi-cab) Regulations 2005 (Vic);

(g) any non-cash payment surcharge; or

(h) any fees charged by Melbourne Airport.

Incident means any event occurring during a Shift in which:

(a) the Taxi-Cab or equipment is damaged, lost or stolen;

(b) the Taxi-Cab is involved in a collision resulting in damage to the Taxi-Cab, another vehicle or any other property; or

a person is injured by the Taxi-Cab, while inside the Taxi-Cab or while entering or leaving the Taxi-Cab.

Initial Term means the term set out in Item 2 of Schedule 2.

Further Term means the term set out in Item 3 of Schedule 2.

Licence means a licence to operate the Taxi-Cab as a commercial passenger vehicle, granted under section 139 of the Act and details of which appear in Item 4 of Schedule 2.

Network means the taxi-cab network with whom the Operator is affiliated, if any, details of which appear in Item 6 of Schedule 2. The Network might also be referred to as a Network Service Provider or a Network Service Provider.

Network Pin means a personal identification number provided by the Network to the Driver, which allows the Driver to access the Network's dispatch system.

Owner has the meaning given to that term in the Road Safety Act 1986 (Vic).

Operator means the person named in Item 1 of Schedule 1.

Related Body Corporate has the meaning given to that term in the Corporations Act 2001 (Cth).

Shift means any period during which the Driver is allowed to drive the Operator’s Taxi-Cab.

Taxes means any tax, levy, charge, impost, fee, deduction, goods and services tax, compulsory loan or withholding, that is assessed, levied, imposed or collected by any governmental agency and includes any interest, fine, penalty, charge, fee or any other amount imposed on, or in respect of any of the above but excludes Duty.

Taxi-Cab means the vehicle or vehicles set out in Item 5 of Schedule 2, and if there is more than one, Taxi-Cab refers to any or all of them.

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Term means the Initial Term and any Further Term.

TSC means the Taxi Services Commission.

Wheelchair Lifting Subsidy means a subsidy payable under regulation 45(4B) of the Transport (Taxi-cab) Regulations 2005 (Vic) in respect of loading and unloading passengers and wheelchairs into taxi-cabs.

1.2 Interpretation

In this agreement, unless the context suggests otherwise:

(a) headings are for convenience only and do not affect the meaning of this agreement;

(b) where a term is said to 'include' one or more things, the list is not exhaustive and does not limit the natural meaning of the term in any way;

(c) a reference to this Agreement includes a reference to the Introduction and any schedules and annexures to this Agreement;

(d) a reference to the singular includes the plural and vice versa;

(e) a reference to '$' or 'dollars' is to Australian dollars;

(f) there is no significance in the use of gender-specific language;

(g) a 'person' includes any entity which can sue and be sued;

(h) a 'person' includes any legal successor to or representative of that person; and

(i) a reference to a law includes any amendment or replacement of that law.

1.3 Construction

This agreement must not be construed adversely to a party solely because that party was responsible for preparing it.

1.4 Time for performance

If a payment must be made on a specified day which is not a Business Day, it must be done instead on the next Business Day.

2 Commencement and Term(a) This Agreement begins on the Commencement Date and continues for the Term,

unless terminated earlier in accordance with clause 17.1.

(b) At the end of the Initial Term and each Further Term, this Agreement is automatically renewed for a Further Term unless terminated in accordance with clause 17.1.

3 Bailment3.1 Bailment

The Operator bails to the Driver, and the Driver accepts bailment of, the Taxi-Cab during the Shifts from the Commencement Date and for the Term, on the terms and conditions set out in this Agreement.

3.2 Shifts

(a) The Operator and the Driver will mutually agree on the Shifts during which the Taxi-Cab will be bailed to the Driver.

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(b) The Driver acknowledges that the provisions of clause 3.2 do not create any proprietary rights in the Taxi-Cab.

3.3 Possession and control

During each Shift, except where the Operator requires the Taxi-Cab in order to conduct repairs, inspection or maintenance:

(a) the Driver will have possession and control of the Taxi-Cab, including the running and management of the Taxi-Cab, for the purposes of the Driver operating its taxi-driving business under its ABN and sharing profits with the Operator as set out in this Agreement;

(b) the Driver will not be subject to any instructions or directions by the Operator except as reasonably required for the Operator to monitor and ensure compliance with the provisions of this Agreement and the Licence;

(c) the Driver will use the Taxi-Cab for the carriage of passengers, luggage and such other items as prescribed in the Licence (if any); and

(d) the Driver may use the Taxi-Cab in such places as he or she in his or her absolute discretion sees fit.

subject always to the terms of this Agreement, the Act, the Conditions of Licence (including applicable licence zones), and any other legislation and regulations applicable to taxi-cabs.

3.4 No obligation to bail Taxi-Cab

(a) Nothing in this Agreement requires the Driver to:

(i) bail the Taxi-Cab for a minimum number of Shifts each week;

(ii) bail the Taxi-Cab for the same or similar Shifts each week or from week to week; or

(iii) bail the Taxi-Cab at all during any period of time.

(b) The Driver agrees to provide to the Operator reasonable notice if the Driver does not intend to bail the Taxi-Cab for any period which exceeds a week in duration.

4 Driver obligations4.1 Notification and Reporting

The Driver must:

(a) complete and provide to the Operator at the end of each Shift a report detailing:

(i) any defect or damage to the Taxi-Cab, or any devices, equipment or other items fitted to the Taxi-Cab, however such defect or damage may arise (Defect);

(ii) any apparent malfunctioning of the Taxi-Cab or its equipment; and

(iii) any other information required from time to time by the Operator as notified to the Driver; and

(b) immediately (including during a Shift) notify the Operator if a Defect compromises the safety of the Taxi-Cab or affects the Taxi-Cab or the Operator's ability to comply with legislation and regulations applicable to taxi-cabs, including without limitation the Act;

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(c) notify the Operator immediately if the Driver becomes aware that:

(i) his or her accreditation has lapsed, is suspended or cancelled;

(ii) he or she is disqualified from applying for accreditation or renewal of accreditation;

(iii) any conditions are imposed on his or her accreditation;

(iv) his or her driver's licence is suspended, revoked or not renewed for any reason;

(v) he or she receives a driving-related fine or is convicted of a driving offence, whether or not in possession of the Taxi-Cab at the time; or

(vi) any of the warranties in clause 6.2 is or becomes untrue.

4.2 Custody and compliance

(a) The Driver must, for the entire duration of each Shift:

(i) exercise proper care and control of the Taxi-Cab and its equipment;

(ii) ensure that the Taxi-Cab remains in his or her possession, and ensure that no other person (except the Operator or a person expressly authorised by the Operator):

(A) drives the Taxi-Cab; or

(B) modifies or removes any equipment fitted to or installed in the Taxi-Cab by or under the authority of the Operator;

(iii) comply with:

(A) all legislation and regulations applicable to taxi-cabs, including without limitation the Act; and

(B) all Conditions of Licence,

as if such provisions and conditions were expressly included in this Agreement.

(b) The Driver must allow the Operator to conduct urgent repairs, inspections and/or maintenance during a Shift if the Operator reasonably requires the Driver to do so, including following a notification under clause 4.1(b).

(c) The Driver will do all things reasonably required by the Operator to assist the Operator to comply with the requirements of operating the Taxi-Cab; including co-operating and assisting with any inspection of the Taxi-Cab.

(d) The Driver must return the Taxi-Cab to the Operator at the Garage no later than the end time of each Shift as agreed under clause 3.2(a), in a reasonably clean condition, and must ensure that:

(i) no rubbish is left in the Taxi-Cab; and

(ii) any visible dirt or other substance has been removed from the seats and interior surfaces of the Taxi-Cab.

(e) The Driver must not, except with the Operator's prior written consent or authority or if otherwise expressly permitted under this Agreement:

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(i) represent to any person that the Operator will make any payments to any person, or represent that he or she has authority to bind the Operator;

(ii) use the Taxi-Cab or its equipment to obtain or secure finance of any kind; or

(iii) enter into any agreement or arrangement in relation to the Taxi-Cab, whether formal or informal and whether or not in writing.

4.3 Best endeavours

The Driver will use his or her best endeavours to:

(a) accept all bookings that are offered to the Driver;

(b) actively seek customers when there is no passenger on board and the Driver is not on its way to collect a passenger;

(c) ensure that the Taxi-Cab is operative and carrying passengers for as much time during the Shift as possible; and

(d) perform on behalf of the Operator any contract or arrangement that the Operator has entered into in respect of the Taxi-Cab, where the Driver has prior notice of such contract or arrangement.

4.4 Behaviour

The Driver must, at all times during a Shift:

(a) comply with any codes of conduct notified from time to time by the Operator to the Driver;

(b) wear a uniform at all times that is compliant with the requirements of the Operator (and the Network, if applicable);

(c) ensure that the Taxi-Cab's meter is running for the entire duration of each passenger trip;

(d) ensure that the Driver collects the fare accrued on the meter or otherwise calculated or agreed for each passenger trip, in accordance with clause 12.1;

(e) act in a manner that is just and faithful towards the Operator;

(f) treat all passengers and other persons and property with respect;

(g) not refuse a fare unless, in accordance with regulations 36(1) and 41(7) of the Transport (Taxi-Cabs) Regulations 2005 (Vic), the Driver believes a passenger is:

(i) violent, noisy, misbehaving, filthy or offensive;

(ii) in possession of an object that cannot be carried safely and securely in the Taxi-Cab; or

(iii) unable to demonstrate an ability to pay an estimate of the fare;

(h) not offer discounts to the metered fare, or alternative payment arrangements, to any passenger other than:

(i) in accordance with the Operator's discounting policy; or

(ii) as the Operator otherwise agrees;

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(i) not move, dismantle, modify, attach anything to or otherwise interfere in any way with any equipment installed in the Taxi-Cab, or any part of it or connection to it, unless previously and specifically authorised to do so by the Operator; and

(j) comply with all Victorian road rules when driving the Taxi-Cab.

5 Operator obligations5.1 Compliance

The Operator will:

(a) comply with all legislation and regulations applicable to taxi-cabs, including without limitation the Act;

(b) comply with, and ensure that the Taxi-Cab is compliant with, all conditions of the Operator's accreditation and the Conditions of Licence; and

(c) pay any Taxes or Duties applicable in connection with this Agreement.

5.2 Operational and Maintenance Costs

(a) The Operator will pay all operating and maintenance costs of the Taxi-Cab, including:

(i) fuel;

(ii) oils;

(iii) lubricants;

(iv) repairs;

(v) Taxi-Cab livery and equipment; and

(vi) tyres and other replacement parts for the Taxi-Cab.

(b) The Operator may nominate the places of purchase for items under clause 5.2(a). If the Operator nominates the places of purchase, then the Driver must purchase the items at the nominated places, unless the purchase is an emergency (for example, the engine’s oil light comes on and the nominated place of purchase is not near).

(c) The Driver must give to the Operator the tax invoices and/or receipts for the purchase of any items under clause 5.2(a) within a reasonable time after the purchase of the items. The Operator must reimburse the Driver within seven days of receiving the tax invoices and/or receipts from the Driver.

5.3 Repairs and upkeep

The Operator will:

(a) carry out all necessary repairs and maintenance to the Taxi-Cab, and will be responsible for external washing and cleaning of the Taxi-Cab;

(b) maintain the Taxi-Cab in a roadworthy condition and in compliance with the requirements of the Act, the Road Safety Act 1985, and all other applicable legislation; and

(c) supply all stationery and equipment necessary to comply with this Agreement, the Licence and any legislation applicable to the Taxi-Cab.

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5.4 Records

(a) The Operator will maintain a record of:

(i) all payments made between the Operator and Driver;

(ii) all Shifts worked by the Driver;

(iii) the total amount of Gross Fares earned during each Shift; and

(iv) all surcharges charged to a passenger during a Shift,2

and will provide copies of these records to the Driver at the end of every calendar month.3

(b) The Operator will provide to the Driver a copy of this Agreement on the Commencement Date.

(c) The Operator will maintain copies of the documents referred to in this clause 5.4 for five years following termination of this Agreement.

6 Warranties6.1 Operator warranties

The Operator warrants to the Driver that:

(a) the Operator is the owner or lessee of a Licence in respect of the Taxi-Cab, and the Taxi-Cab is of the type and class specified in the Licence;

(b) the Operator is the Owner of the Taxi-Cab;

(c) the Operator is an accredited operator / Operator with the TSC;

(d) the particulars in Schedule 1 and Schedule 2 provided by the Operator are correct as at the date of this Agreement, and any amendments will be notified promptly to the Driver;

(e) the Driver is entitled to use the equipment in the Taxi-Cab in accordance with the terms of this Agreement.

6.2 Driver warranties

The Driver warrants to the Operator that:

(a) he or she holds a current Victorian driver's licence, details of which appear in Item 8 of Schedule 2;

(b) he or she holds an accreditation to drive a commercial passenger vehicle under section 165 of the Act, details of which appear in Item 9 of Schedule 2;

(c) he or she is lawfully permitted to work in Australia;

(d) he or she is registered with the Australian Tax Office for GST purposes and he or she holds a current Australian Business Number;

2 If paragraphs (i), (ii) and (iii) are complied with, paragraph (iv) will also be satisfied automatically.3 If records are provided to the Driver on a more frequent basis than once a month (for example, once a week or fortnight), they do not need to be provided at the end of the month in addition.

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(e) unless otherwise provided for in this Agreement, he or she will be the sole driver of the Taxi-Cab during the Shifts;

(f) he or she will comply with any codes of conduct notified from time to time by the Operator to the Driver;

(g) the Taxi-Cab's meter will run for the entire duration of each passenger trip;

(h) the Driver will collect the fare accrued on the meter (unless otherwise agreed) for each passenger trip in accordance with clause 12.1;

(i) he or she will use his or her best endeavours to:

(i) accept all bookings that are offered to the Driver;

(ii) actively seek customers when there is no passenger on board and the Driver is not on its way to collect a passenger; and

(iii) ensure that the Taxi-Cab is operative and carrying passengers for as much time during the Shift as possible;

(j) the particulars in Schedule 1 and Schedule 2 provided by the Driver are true and correct, and any amendments will be notified promptly to the Operator;

(k) the Driver has not withheld any material information which, if known by the Operator, might reasonably affect the Operator's decision to enter into this Agreement; and

(l) where the Taxi-Cab is a wheelchair accessible taxi-cab (WAT) used to carry persons in wheelchairs under the program called the Multi-Purpose Taxi Program, the Driver's accreditation must be endorsed with a "W", indicating that the Driver is permitted to drive a WAT under the accreditation and that the Driver has successfully completed the requisite training to drive a WAT and carry persons in wheelchairs.

6.3 Reliance

Each party acknowledges that the other party is entering into this Agreement in reliance on the warranties given by the other party in this clause 6.

7 Bond7.1 Operator may require Bond

(a) The Operator may require the Driver to pay the Bond, being the amount set out in Item 11 of Schedule 2.

(b) The Operator will collect the Bond:

(i) if no incremental amounts are set out in Item 12 of Schedule 2, in whole at the Commencement Date or such other time as the parties agree; or

(ii) in such incremental amounts per Shift as are set out in Item 12 of Schedule 2, until the Bond is fully paid.

(c) If the Driver pays the Operator a Bond or part thereof, the Operator must give the Driver a receipt and promptly deposit the Bond into a designated interest bearing bank account.

7.2 Operator may recover from Bond

(a) Providing that the Operator can provide reasonable evidence of the loss, the Operator

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may only take money from the Bond if:

(i) the Driver fails to make a payment to the Operator in accordance with clause 12.4(a); or

(ii) the Taxi-Cab or any item of equipment is damaged due to the Driver’s conduct.

(b) The Operator must not take money from the Bond if the damage is caused by a criminal act of another person.

(c) The Operator must not take an amount from the Bond greater than the amount required to make good the Operator’s loss. If the Operator later recovers some or all of that loss from another person, the Operator must pay the amount recovered back to the Driver.

(d) If the Operator wishes to claim money from the Bond, the Operator must notify the Driver in writing. The notice must:

(i) state the amount the Operator intends to take;

(ii) describe the loss; and

(iii) include evidence of the Operator’s loss.

(e) If the Driver objects to the Operator making a claim on the Bond, the Driver must notify the Operator in writing within 14 days of receiving the Operator’s notice. If the parties cannot then reach an agreement about the Operator’s claim on the Bond, the parties must try to resolve the dispute in accordance with clause 14.

(f) Once agreement has been reached about the Operator’s claim on the Bond, the Operator must pay for the relevant loss using the money in the designated bank account. The Driver must then give the Operator the money to return the Bond to the agreed required level.

(g) The Operator will provide to the Driver, on each occasion that it takes an amount from the Bond, a notice setting out:

(i) the amount taken, and the date such amount was taken;

(ii) the reason for which the amount was taken;

(iii) the date on which a notice under clause 7.2(d) was given;

(h) The Operator will maintain a record detailing each amount taken from the Bond and the balance of the Bond at all times during the Term.

(i) Within 14 days of termination of this Agreement under clause 17.1, the Operator must refund to the Driver the balance remaining in the designated bank account together with any interest earned on the Driver’s Bond.

8 Incidents and Accidents8.1 Driver Obligations

If an Incident occurs while the Driver is in possession of the Taxi-Cab, the Driver must:

(a) not make any admission of liability to any party;

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(b) tell the Operator about the Incident as soon as possible, including, where possible, the details of:

(i) all the people involved;

(ii) where the Incident involves a collision with one or more other vehicles driven by a person other than the registered owner/s of that vehicle/s, the registered owner/s of the vehicle/s;

(iii) any witnesses;

(iv) injuries suffered; and

(v) damage to or loss of property; and

(c) as soon as possible, give to the Operator, or the Operator’s insurer on request, copies of:

(i) any statements the Driver makes to the police or any other person about the Incident; and

(ii) any document posted or delivered to, or served on the Driver by or on behalf of any party making a claim against the Driver or the Operator in respect of the Incident.

8.2 Operator Obligations

(a) To enable the Driver to comply with section 61(1)(c) of the Road Safety Act 1986 (Vic) by providing the Taxi-Cab owner's name and address in the event of an accident, the Operator must ensure that the Taxi-Cab owner's name and address are placed in or affixed to the Taxi-Cab in a manner able to be read by the Driver.

(b) The Operator indemnifies the Driver from any loss incurred by the Driver due to the Operator's breach of clause 8.2(a).

9 Insurance and Indemnity9.1 Operator Insurance

The Operator will maintain one or more policies of insurance providing cover of at least $5,000,000 for the Taxi-Cab against liability in respect of property damage caused by or arising out of the use of the Taxi-Cab.4 Such policy or policies will:

(a) be issued by a corporation authorised under the Insurance Act 1973 (Cth) to carry on an insurance business;

(b) be held in the Operator’s own name; and

(c) not be held in any name other than the Operator’s. For example, a policy held in the name of a person other than the Operator with the Operator as a beneficiary will not be sufficient to comply with this clause 9.1.

9.2 Excess

The Operator is responsible for and will pay any applicable excess on the policy payable in relation to a claim involving the Operator’s vehicle.

4 The Operator must have this insurance in respect of third party property damage.

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9.3 Currency and evidence of Insurance

(a) The Operator must ensure that the insurance policy or policies are current, and must provide a copy to the Driver on request.

(b) If required by the TSC, at any time during the Term, the Operator will provide evidence to reasonably satisfy the TSC that the Operator has in place a current insurance policy as required under clause 9.1.

9.4 Indemnity

(a) Subject to clauses 7.2(a)(ii) and Error: Reference source not found, the Operator must indemnify the Driver for vehicle damage (including damage to the Taxi-Cab) arising out of the use of the Operator’s Taxi-Cab, and for costs including legal costs associated with such vehicle damage.

(b) The indemnity in clause 9.4(a) does not apply:

(i) to the extent that the Operator is unable to recover from its insurer as a result of the Driver's non-compliance with any law; or

(ii) if the Operator's insurer seeks to recover costs from the Driver because of the Driver's unlawful actions.

9.5 Records

If the Operator holds a policy of public liability insurance or personal injury insurance for the Driver, the Operator must keep the following records (and must provide these records to the TSC and/or the Driver on request within a reasonable time):

(a) whether the Operator agrees to maintain the policy for the duration of the driver agreement; and

(b) the expiry date of the policy; and

(c) either of the following for the policy:

(i) the policy information; or

(ii) how the policy information can be obtained from the Operator.

9.6 Workcover

The Operator agrees to have in place a Workcover policy which covers the Driver during all Shifts.

9.7 Details of Insurance

Details of the Operator's insurance policy are set out in Item 13 of Schedule 2.

10 Network10.1 Application

This clause 10 only applies where the Operator is affiliated to a Network.

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10.2 Equipment

(a) Where the Driver uses the Network's communications equipment which is installed in the Taxi-Cab (Equipment), the Driver must comply with:

(i) procedures for the use of the Network's communications network as set by the Network from time to time; and

(ii) instructions for the use of the Equipment as provided by the Network from time to time.

(b) The Driver must not move, dismantle, modify, attach anything to or otherwise interfere in any way with the Equipment or any part of it or connection to it, unless previously and specifically authorised to do so by:

(i) the Network, if the Equipment is the property of the Network; or

(ii) the Operator, if the Equipment is the property of the Operator.

(c) The Driver indemnifies the Operator from and against any loss suffered, or claim against the Operator as a result of the Driver's breach of this clause 10.2.

(d) The Driver must ensure that the Equipment is connected to the Network's communications network at all times during a Shift while:

(i) the Driver is in the Taxi-Cab;

(ii) the Driver is absent from the Taxi-Cab for any purpose associated with a hiring; and

(iii) the Driver is temporarily absent from the Taxi-Cab for any other reason.

10.3 Operator's relationship with Network

(a) The Driver authorises the Operator, for the purposes of operating the Taxi-Cab within the Network's communications network, to give to the Network, upon request:

(i) a copy of this Agreement; and

(ii) any other information or material in the Operator's possession that relates to the Driver or the bailment of the Taxi-Cab under this Agreement.

(b) The Driver authorises the Operator to make any enquiry with the Network in relation to the Driver, including:

(i) the Driver's right to access the Network's communications network;

(ii) any complaints relating to the Driver; and

(iii) the status of the Driver's accreditation.

10.4 Driver bound

The Driver agrees to be bound by, and will comply with, any and all:

(a) requirements for affiliation with the Network;

(b) codes of conduct of the Network; and

(c) other Network rules and requirements from time to time.

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11 Surveillance and Data11.1 In-vehicle devices

(a) The Driver acknowledges that surveillance and safety devices, including a safety camera, global positioning system and emergency warning device (Device), may be used in the Taxi-Cab and monitored by the Operator and/or the Network.

(b) The Driver consents to:

(i) the Operator and/or the Network's use of the Devices during the Shifts; and

(ii) the Operator storing, communicating or publishing the data collected from the Devices (Data) as required by the TSC or otherwise by law.

(c) The Operator will use the Devices in accordance with any requirements or limitations imposed by the TSC from time to time, and will not collect or disclose the Data for any unlawful purpose.

(d) If the Driver requests for any Data to be made available to him or her, the Driver agrees to pay the costs associated with making that Data available.

11.2 Driver information

(a) The Driver consents to the Operator collecting and maintaining a record relating to the Driver and his or her conduct under this Agreement, including:

(i) Incidents and passenger complaints involving the Driver;

(ii) the Driver's revenue history; and

(iii) traffic offences committed by the Driver.

(b) The Driver acknowledges and agrees that the Operator may disclose the Driver Record to:

(i) another Operator, if the Driver makes an application to bail a taxi-cab from that Operator; and/or

(ii) a network (including the Network), if the Driver makes an application to access the network's communications network.

(c) The Driver authorises the Operator to obtain from the Roads Corporation of Victoria (also known as VicRoads) information relating to the Driver's driver licence and any driving offences for which the Driver has been convicted.

12 Fares and Fare Split12.1 Fare collection

(a) Subject to clause 12.1(b), the Driver will collect payment from the passenger by cash, credit card or debit card for fares accruing on the meter during each Shift.

(b) Where the Operator or the Network has agreed to accept payment by means other than payment by cash, credit card or debit card at the time of carriage (Alternative Payment), the Driver agrees to honour the agreement regarding the Alternative Payment and will not pursue the passenger for immediate payment. Alternative Payments may be made pursuant to:

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(i) an agreement between the Operator or the Network and a third party (other than the passenger), under which the third party has agreed to make payment to the Operator or the Network to carry the passenger;

(ii) an agreement between the Operator or the Network and a passenger, under which the passenger makes payment of fares on a pre-paid or deferred basis, or otherwise does not pay up-front each time he or she hires a taxi-cab;

(iii) a voucher recognised by the Operator or the Network; or

(iv) any other arrangement as previously agreed to by the Operator or the Network and notified to the Driver.

12.2 Entitlement to Gross Fares

Of the Gross Fares that are earned during each Shift:

(a) the Driver is entitled to 55%; and

(b) the Operator is entitled to 45%.

12.3 Entitlement to Wheelchair Lifting Subsidy

If the Operator receives any Wheelchair Lifting Subsidy on behalf of a Driver, the Operator must, within the time set out in Item 15 of Schedule 2, pay to the Driver the amount of the Wheelchair Lifting Subsidy that the Driver is entitled to:

(a) under the Conditions of Licence; or

(b) if the Conditions of Licence do not provide for the Driver's entitlement to the Wheelchair Lifting Subsidy, as agreed between the Operator and the Driver.

12.4 Payments

(a) The Driver must, within the time set out in Item 14 of Schedule 2, pay to the Operator any amount that the Driver collects (whether in cash or otherwise) during that Shift that exceeds 55% of the Gross Fares that accrued during that Shift.

(b) If the Driver collects an amount that is less than 55% of the Gross Fares that accrue during a Shift, the Operator must, within the time set out in Item 15 of Schedule 2, pay to the Driver an amount equal to:

(i) 55% of the Gross Fares that accrued during the Shift;

(ii) less the amount collected by the Driver during that Shift.

13 Fines, Services, Fees and Charges13.1 Fines

(a) If the Operator receives any infringement notices in respect of a traffic infringement or offence committed by the Driver, the Operator must give the notice to the Driver within 5 Business Days of receiving the notice.

(b) The Driver is responsible to pay all fines incurred by the Driver when driving the Taxi-Cab, including but not limited to speeding fines, parking infringements and other traffic infringements and offences.

13.2 Driver Services

The Operator may charge the Driver for the provision of Driver Services as set out in Item 10 of Schedule 2.

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13.3 Invoicing

The Operator will invoice the Driver on a regular basis for any Driver Services provided.

13.4 Fees

(a) The Operator may charge the Driver a reasonable fee if the Driver's breach of this Agreement or repeated traffic infringements or offences causes the Operator to suffer loss or damage.

(b) Any fee charged under clause 13.4(a) must be a genuine estimate or re-imbursement of the Operator's costs to rectify the breach or perform the necessary administrative tasks associated with the infringements or offences. For example:

(i) if the Taxi-Cab is returned late after a Shift, the Operator may charge the Driver a fee equal to an estimate of the Operator's loss suffered due to another driver being unable to commence a shift; or

(ii) if the Operator is required to complete paperwork in respect of infringements or offences, the Operator may charge a reasonable administration fee.

14 Disputes

(a) If there is a disagreement or dispute between the Driver and the Operator (including a disagreement or dispute concerning the substance or meaning of this Agreement) (Dispute):

(i) either party may give a notice to the other party that states that there is a Dispute; and

(ii) the parties must meet and attempt to resolve the Dispute within seven days of the first party giving the notice of the Dispute to the other party, or if the parties have agreed to a longer time, the parties must meet and attempt to resolve the Dispute within that longer time.

(b) If, after the parties have met to attempt to resolve the Dispute and the Dispute is not resolved, the parties may attempt to resolve the Dispute under the dispute resolution process set out in Division 5C of Part VI of the Act.

15 GST15.1 GST to be added to amounts payable

If GST is payable on a Taxable Supply made under, by reference to or in connection with this Agreement, the party providing the Consideration for that Taxable Supply must also pay the GST Amount as additional Consideration. This clause does not apply to the extent that the Consideration for the Taxable Supply is expressly agreed to be GST inclusive.

15.2 Tax Invoice and Adjustment Note

No payment of any amount pursuant to clause 15.1, or of the GST Amount where the Consideration for a Taxable Supply is expressly agreed to be inclusive of GST, is required until the supplier has provided a Tax Invoice or Adjustment Note, as the case may be, to the recipient.

15.3 Liability net of GST

Any reference in the calculation of Consideration under this Agreement to a cost, expense or other liability incurred by a party, shall exclude the amount of any Input Tax Credit entitlement of that party in relation to the relevant cost, expense or other liability. A party will

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be assumed to have an entitlement to a full Input Tax Credit unless it demonstrates otherwise prior to the date on which the Consideration must be provided.

15.4 Definitions

For purposes of this clause, GST, Tax Invoice, Input Tax Credit, Consideration, GST Group and Adjustment Note have the meanings given by the GST Law. GST Law has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (GST Act). Taxable Supply has the meaning given by the GST Law, excluding the reference to section 84-5 of the GST Act. Any Input Tax Credit to which a party is entitled includes an acquisition made by that party but to which another member of the same GST Group is entitled under the GST Act. GST Amount means in relation to a Taxable Supply the amount of GST payable in respect of that Taxable Supply.

16 Alternate Taxi-Cab(a) The Driver agrees that, notwithstanding anything else in this Agreement, the Operator

may replace the Taxi-Cab with an Alternate Taxi-Cab.

(b) The terms of this Agreement will apply to any Alternate Taxi-Cab as if it were the Taxi-Cab.

17 Termination17.1 Termination

(a) Either party may terminate this Agreement for any reason by giving two weeks written notice to the other party of their intention to terminate.

(b) Either party may terminate this Agreement at any time, by written notice and with immediate effect, if the other party has breached a term of this Agreement, including if a warranty in clause 6 is or becomes untrue.

17.2 Effect of Termination

On termination by either party in accordance with clause 17.1:

(a) the Operator must, within 14 days of termination, refund to the Driver the balance of the Driver's Bond remaining in the designated bank account together with any interest earned on the Driver’s Bond;

(b) if the Taxi-Cab is in the Driver's possession, the Driver must immediately return the Taxi-Cab to the place nominated by the Operator;

(c) each party must, as soon as practicable, return any documents in its possession that are owned by the other party to the other party; and

(d) the provisions in clauses 10.2, 14, 17 and 18 continue to apply.

18 Special conditionsThe Driver and the Operator agree that the Special Conditions set out in Schedule 3 form part of this Agreement.

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19 General19.1 No Partnership

Nothing in this agreement is intended to or will establish a relationship of partnership, agency, or trust between the parties, and it is the intention of the parties that any such relationship is expressly denied.

19.2 No Employment

This agreement does not create, and by executing it the parties do not intend to create, a relationship of employer and employee between the Operator and the Driver. The parties expressly deny the existence or creation of any employment relationship.

19.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties in connection with its subject matter and supersedes all previous agreements or understandings between the parties in connection with its subject matter.

19.4 Waiver

No failure to exercise or any delay in exercising any right, power or remedy by a party operates as a waiver. A single or partial exercise of any right, power or remedy does not preclude any other or further exercise of that or any other right, power or remedy. A waiver is not valid or binding on the party granting that waiver unless made in writing.

19.5 Notices

(a) A notice, demand, consent, approval or communication under this Agreement (Notice) must be:

(i) in writing, in English and signed or sent by a person duly authorised by the sender; and

(ii) hand delivered, sent by prepaid post, email or facsimile to the recipient's address for Notices specified in the Details, as varied by any Notice given by the recipient to the sender.

(b) A Notice given in accordance with clause 19.5(a) takes effect when taken to be received (or at a later time specified in it), and is taken to be received:

(i) if hand delivered, on delivery;

(ii) if sent by prepaid post, the second Business Day after the date of posting (or the seventh Business Day after the date of posting if posted to or from a place outside Australia);

(iii) if sent by email, automatically, unless the sender's email system generates a message that the email was not delivered;

(iv) if sent by facsimile, when the sender's facsimile system generates a message confirming successful transmission of the entire Notice unless, within eight Business Hours after the transmission, the recipient informs the sender that it has not received the entire Notice,

but if the delivery, receipt or transmission is not on a Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on the next Business Day.

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19.6 Amendment

This Agreement may be altered only in writing signed by each party.

19.7 Assignment

The rights and obligations of each party under this Agreement are personal. They cannot be assigned, encumbered or otherwise dealt with and no party may attempt, or purport, to do so without the prior written consent of all parties.

19.8 Governing Law and Jurisdiction

This Agreement is governed by the laws of Victoria. Each party submits to the non-exclusive jurisdiction of courts exercising jurisdiction there in connection with matters concerning this Agreement.

19.9 Counterparts

This Agreement may be executed in counterparts. All executed counterparts constitute one document.

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EXECUTED as an Agreement

By the Driver:

SIGNED SEALED AND DELIVERED by _______________________________ in the presence of:

)))

Signature – DriverSignature – Witness

Witness name – please print

By the Operator (if an individual):

SIGNED SEALED AND DELIVERED by _______________________________ in the presence of:

)))

Signature – OperatorSignature – Witness

Witness name – please print

By the Operator (if a multiple director Company):

EXECUTED by ____________________ PTY LTD in accordance with section 127(1) of the Corporations Act 2001:

))))

Director Director/Secretary

Name (please print) Name (please print)

By the Operator (if a single director/secretary Company):

EXECUTED by ____________________ PTY LTD in accordance with section 127(1) of the Corporations Act 2001:

))))

Sole Director & Sole Secretary

Name (please print)

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Schedule 1 Parties

Item 1 Operator details Name and ABN/ACN (if applicable)

Address

Telephone (business hours)

Telephone (after hours)

Facsimile

Contact name (if Operator is not a natural person)

Email address

Item 2 Driver details Name and ABN

Address

Telephone (business hours)

Telephone (after hours)

Facsimile

Email address

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Schedule 2 Details

Item 1 Commencement Date

Item 2 Initial Term

Item 3 Further Term

Item 4 Taxi-Cab Licence number/s

Item 5 Taxi-Cab Registration number/s

Item 6 Network (if applicable)

Item 7 Garage address

Item 8 Driver licence number and expiry

Item 9 Driver accreditation certificate number and expiry

Item 10 Driver Services and fees

Item 11 Bond amount (maximum $1000)

Item 12 Bond increment payable per Shift

Item 13 Insurance details

Item 14 Time for Driver to pay Operator Gross Fares (see clause 12.4(a)

____________days after the end of each Shift

Item 15 Time for Operator to pay Driver Gross Fares and Wheelchair Lifting Subsidy (see clauses 12.3 and 12.4(b)

____________days after the end of each Shift

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Schedule 3 Special ConditionsThis space is to be used if the Operator and Driver have agreed on additional terms, or want to change or remove any terms in the Agreement.

Remember, you cannot remove any of the implied conditions. This note should be removed when the Agreement is finalised.