Master Services Agreement for Carriers

Dyspach provides its Platform to anyone registered with us (as a Carrier) to enable them to offer, or agree, via an online platform to provide Transport Services to their customers who register with us (as Customers).

This is the legally binding agreement that applies between you (as a Carrier) and us regarding your use of our Platform and your related provision of Transport Services to your Nominated Customers. (If you are also a Customer then a separate Dyspach Customer Master Services Agreement also applies to your role as a Customer.)

Each of:

(a) your confirmation, as part of your registration on the Platform, that you agree to this agreement; and

(b) any subsequent use by you of the Platform,

constitute separate legally binding acceptance of the terms of this agreement.

1.OUR ROLE

1.1 Dyspach not a party to Transport Services Agreement

Dyspach’s role is to provide an online platform (being the Platform) for you to offer or agree to provide Transport Services to your Nominated Customers under a Transport Services Agreement between you and them. You agree that:

(a) Dyspach is merely a facilitator (via our Platform) of you offering or agreeing to provide Transport Services and is not a party to any Transport Services Agreement between you and your Nominated Customer for the supply of Transport Services;

(b) under any Transport Services Agreement you contract directly with your Nominated Customers, not through Dyspach as a contracting party, and you are not a subcontractor or agent of Dyspach; and

(c) your Nominated Customers do not make offers or submit orders via the Platform, or enter into any Transport Services Agreement, on behalf of Dyspach – they do that in their own right, directly with you.

To avoid any doubt, this agreement is a two-way agreement between just you (as a Carrier) and Dyspach about our overall relationship with you. This agreement does not bind any Nominated Customer of yours to whom you offer, or with whom you agree, to provide any Transport Services.

1.2 Platform-related services

Without limiting clause 1.1, Dyspach does provide certain services to Carriers and Customers, and imposes certain obligations on them, in order to make the Platform a good place for Carriers to offer or agree to provide Transport Services and for Customers to offer or agree to purchase them. This agreement sets out the services Dyspach provides to you as a Carrier, and your obligations to us as a Carrier.

2. PROVIDING TRANSPORT SERVICES

2.1 Rate Card

The Rate Card applies to your provision of Transport Services under Transport Services Agreement. The applicable Rate Card is as it appears on the Platform. You acknowledge that errors can occur in Rate Cards (whether due to human error or otherwise) and you must ensure that:

(a) when you enter into a Carrier Agreement with any Nominated Customer of yours, the Rate Card as it appears on the Platform for the corresponding Nominated Customer contains the rates, charges, surcharges and other amounts initially contained in the Carrier Agreement;

(b) the relevant rates, charges, surcharges and other amounts contained in the Rate Card for the corresponding Nominated Customer, as it subsequently appears on the Platform from time to time, are at all times correct and as intended by you; and

(c) you avoid making any of the potential mistakes or errors listed at https://www.dyspach.com/list-of-common-errors-while-uploading-rate-cards/,

even if at any time we manually enter any of the contents of the Rate Card for you, or provide a service for uploading some or all of the contents of a Rate Card. We do not, and we exclude any obligation to, check, validate or otherwise review the Rate Card as it appears at any time on the Platform (or that your Carrier Agreement reflects the rates, charges, surcharges and other amounts contained in the Rate Card).

2.2 Your identity

You must enter your full and correct name, other legal details and contact details on the Platform as part of your registration as a Carrier, and update them promptly on the Platform if they change. We exclude any obligation to monitor, vet, verify or correct any information that you provide regarding your name and details but may do so for any reason.

2.3 Identity of your Nominated Customers

You must enter or verify on the Platform the relevant details required by the Platform to register a Customer as a Nominated Customer of yours. You are solely responsible for entering the correct name, other legal details and contact details on the Platform for each Nominated Customer of yours, and ensuring that any such details provided by the Nominated Customer are correct. We exclude any obligation to monitor, vet, verify or correct any information regarding any Nominated Customer of yours but may do so for any reason. You may cancel the registration of a Customer as a Nominated Customer of yours at any time, but any obligations of yours under this agreement or any incomplete Transport Services Agreement regarding or in relation to the Customer will survive the cancellation of their registration as a Nominated Customer of yours.

2.4 Electronic signing of Carrier Agreement

The Platform provides a method for both you and a Customer to enter into a Carrier Agreement by having signatories electronically sign it, however Dyspach does not (and excludes any obligation to) verify or guarantee:

(a) the identity of the relevant signatory for either you or the Customer; or

(b) the authority of the relevant signatory to sign electronically on behalf of the Customer.

You must ensure, any you warrant, that the relevant signatory of each Carrier Agreement on your behalf is authorised to do so. If at any time you suspend or terminate a Carrier Agreement, or become aware of the relevant Nominated Customer having done so, then you must notify us immediately.

2.5 Accepting an order

You agree that (irrespective of the terms of your Carrier Agreement with the relevant Nominated Customer of yours) either:

(a) upon the Nominated Customer submitting an order to you via the Platform; or

(b) (if applicable) by you accepting an order via the Platform,

the following will all apply:

(i) you enter into a legally binding Transport Services Agreement with the relevant Nominated Customer (and not with us) to provide the relevant Transport Services;

(ii) you will be legally bound to perform the Transport Services Agreement, subject to any cancellation rights that you may have under the Transport Services Agreement;

(iii) the price at which you will ordinarily provide the relevant Transport Services to the Nominated Customer will be the price stated in the order, subject to any additional amounts that you may become entitled to charge under the Transport Services Agreement in exceptional circumstances;

(iv) without limiting clause 7.3, before accepting the order (if applicable) or performing the Transport Services you must check (and we exclude any obligation to ensure) that the price stated in the order is acceptable to you and reflects the distance, weight, dimensions, freight type, timing, additional services and other parameters or details applicable to the Transport Services; and

(v) you may only terminate the Transport Services Agreement where permitted under it and in accordance with its terms.

2.6 Eligible countries

You may only agree via the Platform to provide particular Transport Services if both of the following are located in the same country or region that is specified as a Dyspach Territory (e.g. all within Australia):

(a) your street address as registered with us; and

(b) the starting and finishing locations for the Transport Services.

2.7 Other obligations

You must (and we exclude any obligation to):

(a) create and send the following to the relevant Nominated Customer if they book Transport Services through the Platform:

(i) all shipping labels;

(ii) any applicable tracking number; and

(iii) a tax invoice for the Transport Services,

except to the extent (if any) that the Platform expressly states that we will do so on your behalf;

(b) provide any tracking service required under the relevant Transport Services Agreement;

(c) ensure that your provision of Transport Services does not breach any law and must hold any permit, licence or qualification required by law for you to provide the Transport Services; and

(d) pay to the appropriate government authority any and all taxes, levies and other amounts applicable (if any) in connection with your provision of any Transport Services under any Transport Services Agreement, including any GST.

3 YOUR DATA

3.1 Rate Card

Subject to clause 3.3, we agree to keep your Rate Card confidential and not provide it to any person other than to any Nominated Customer of yours (or their Authorised Users) to whom you authorise us (via the Platform) to provide the Rate Card.

3.2 Your Nominated Customers

We agree not to:

(a) provide to any other Carrier the name or details of any Nominated Customer of yours; or

(b) enable any other Carrier to offer, or agree, to provide Transport Services to any Nominated Customer of yours via the Platform,

except where your Nominated Customer has independently become a Nominated Customer of another Carrier on the Platform (without us having provided their name or details to the Carrier or any other person).

3.3 Permitted disclosure and use

Despite any other provision of this agreement, you agree that we may:

(a) disclose information provided by you to your Nominated Customers to the extent ordinarily required for the operations of the Platform;

(b) use or disclose information provided by you to the extent reasonably necessary or desirable for the operation of the Platform or Dyspach’s exercise of its rights against you or any other Carrier or Customer;

(c) disclose information provided by you to suppliers of ours who provide services as part of the ordinary operation of the Platform, including the suppliers listed from time to time at https://www.dyspach.com/list-of-third-parties-we-share-data-with/;

(d) disclose or use information provided by you, or relating to the use of the Platform by you or any of your Nominated Customers, in order to prepare and provide benchmarks and other data on an anonymised aggregated basis regarding the usage of the Platform generally or to improve the functioning of the Platform; and

(e) maintain and publish (including on the Platform) ratings, statistics and comments about you and the Transport Services you provide, based on input by your Nominated Customers and data from your transactions via the Platform. You agree that our system for doing that may be automated and that we are not obliged to control or vet the input from your current or past Nominated Customers or any resulting rating. To the extent permitted by law, we exclude any and all liability to you (on any basis, including negligence) in relation to any such rating, statistic, comment that we publish. If you are dissatisfied with any comment or other information provided by a Nominated Customer of yours then you may request that we delete or amend it and we will consider that request in good faith.

4 PAYMENT

4.1 Dyspach Fees

You must pay us all applicable Dyspach Fees. Except to the extent expressly stated otherwise on the Platform:

(a) all Dyspach Fees that are periodic subscription fees are payable in advance;

(b) all other Dyspach Fees, including usage fees, are payable calendar monthly in arrears, within 14 days of us issuing the relevant invoice to you; and

(c) all Dyspach Fees exclude any applicable GST.

4.2 Fees payable by Nominated Customers

Without limiting clause 7.2:

(a) your Nominated Customers (and not Dyspach) are liable to you for any payment of any amount due under any Transport Services Agreement; and

(b) Dyspach may facilitate payment to you of any amount owed to you by any Nominated Customer of yours through one or more Payment Facilities and you acknowledge that we may receive a fee or other consideration in connection doing so.

5.COURTESY, INFORMATION AND TRUST

5.1Courtesy

In all communications and dealings with any Nominated Customer of yours on or in connection with the Platform you must behave courteously and professionally, even if the Customer does not. If a Nominated Customer of yours acts inappropriately (including by engaging in violent, threatening or offensive behaviour) then you should first contact your local police station and subsequently notify us, preferably with a copy of the relevant police report. We may, but are not obliged to, revoke or suspend any such Customer’s use of the Platform but are not liable in any way for the conduct of the Customer.

5.2 Prohibited conduct

You must not:

(a) use the Platform to contact any Customer other than for bona fide communication in relation to the provision of Transport Services under a Transport Services Agreement;

(b) use the Platform to promote, or encourage any Customer (or other Carrier) to participate in, any other product, service or website (including any product, service or website that is competitive with the Platform or us);

(c) use, display, mirror or frame the Platform (or any part of it), the layout of the Platform (or any part of it) or the name or any logo of Dyspach, except with the express written consent of Dyspach or the ordinary use or display by you as a normal end user of the Platform;

(d) use the Platform or any Dyspach Service for any illegal purpose or in connection with any illegal act; or

(e) do, or permit to be done, any act that could damage our reputation, or the reputation of the Platform.

5.3Accurate and acceptable Content

All Content that you:

(a) post on the Platform; or

(b) provide to us or any Nominated Customer of yours, in connection with any Transport Services or the Platform,

must be accurate and not misleading and must not include any Unacceptable Content. We have no obligation to monitor, vet or correct any Content you post or provide but may do so for any reason.

5.4Licence of Content

Subject to clause 3, you hereby grant us (and warrant that you have the right and authority to grant us) a non‑exclusive, irrevocable, perpetual transferable licence to copy, use, modify, sublicense, adapt and otherwise exploit in any way, and for any purpose, all Content that you post on the Platform or otherwise provide to us. You agree that (despite anything on the Platform that might suggest otherwise) we are not obliged to publish any such Content and may delete, archive or edit it as we see fit.

5.5Dyspach requests for information

We expect that ordinarily we would not have any direct communication with you, whether in relation to a particular Transport Services Agreement or Transport Services or more generally. From time to time, however, it may be necessary or desirable for us to do so, including where any complaint or dispute arises. If at any time we request any information about you, or in relation to any Transport Services or past or present Nominated Customer of yours, then you must provide it to the best of your ability as soon as practical.

5.6Confirmation of identity

We may offer services to you that provide a level of comfort about the identity or history of a Customer. You acknowledge that as those services are based entirely or in part upon information provided by third parties (including other Carriers or Customers) the services are only intended to provide a degree of comfort, may be inaccurate and are not an absolute guarantee regarding the identity or history of any person or their future behaviour. You acknowledge that we do not undertake background checks on Customers and agree that we are not obliged to do so.

6.SECURITY

6.1Issue of Logins

As part of the provision of the Platform, we will issue a single user ID and password (together being a Login) for use by an individual on your behalf as an admin user of the Service. The admin user will be responsible (via the admin user Login) for adding and deleting authorised users (including users with specific functionality or authority relating to Sales or Pricing) as further users of the Platform on your behalf by the issuing of usernames and passwords using the facility provided via the Platform (Customer Issued Logins). While this functionality is still under development on the Platform, we may also act as your admin user and will follow your reasonable instructions regarding creating Customer Issued Logins on your behalf.

6.2Security of Logins

You must:

(a) ensure that the admin user Login and each Customer Issued Login is kept secure and is used only by employees of yours who have been authorised by you;

(b) ensure that any Customer Issued Logon issued for use by a particular individual is promptly revoked if that individual ceases to be an employee of yours or authorised by you; and

(c) notify us immediately upon becoming aware that the admin user Login may be lost or stolen, or becoming aware or suspecting that another person knows the admin user Login, or has used the admin user Login, without your authority.

6.3Use of Logins

You are liable for all use of the Platform (including instructions, requests and information submitted via the Platform) in connection with any use of the admin user’s Login or any Customer Issued Login, including where the use is:

(a) by a person other than you (or an authorised representative of you);

(b) by a person using the admin user Login or Customer Issued Login fraudulently or without your authority; or

(c) by means of a machine rather than by direct or indirect human intervention or initiation.

Without limiting the above, we are entitled to treat all use of the Platform made using the admin user Login or any Customer Issued Login as use on your behalf and that you have authorised, and you are responsible for any obligations or liabilities of yours that arise in relation to that use.

7.WARRANTIES AND LIABILITY

7.1Platform availability and faults

We do not promise that the Platform will be available on a continuous or fault-free basis. To the extent permitted by law, we exclude all liability in relation to:

(a) any fault in, or failure of, any equipment, software or third party services used in connection with the supply of use of the Platform to you; or

(b) any fault or failure in the supply of use of the Platform involving any act, omission or event outside our reasonable control, including any equipment failure, power failure, fire, flood, water, labour dispute or shortage, utility curtailment, explosion, emergency, civil disturbance, war, act of God, governmental action or act or omission of any third party.

If we become aware of any such fault or failure, then we will use reasonable endeavours to address it. You must promptly notify us of any fault of which you become aware.

7.2No liability for your Nominated Customers

We are not responsible or liable for any contractual breach, negligence, act or omission of any Nominated Customer of yours, including any failure to pay any amount owing to you or any use or abuse of the Platform by them.

7.3Calculation of distances, travel times and currency conversion

To the extent that the Platform uses or relies upon any third party service to calculate:

(a) the distance, travel time or currency conversion applicable to any Transport Services (Calculation Service); and

(b) the resulting price stated in an order via the Platform by a Nominated Customer of yours for Transport Services,

you agree that:

(i) we do not supply the Calculation Service and instead we obtain it (or seek to obtain it) on your behalf from the relevant third party;

(ii)the actual distance, travel time or currency conversion applicable to the relevant Transport Services may differ from that calculated by the Calculation Service or stated in the Nominated Customer’s order on the Platform, due to reasons including:

(1)the location of either or both the start or end point used by the Calculation Service to calculate the distance or travel time being incorrect;

(2)the assumed route between the start and end points being impractical or impossible;

(3)traffic conditions or disruptions or variations from ordinary conditions;

(4)the timing of the Transport Services, or of any payment for or in relation to them, differing from the timing used for the Calculation Service;

(5)the Calculation Service being offline, or not operating correctly, at the time when the Platform requests the Calculation Service;

(iii)without limiting clause 2.5(b)(iv), you must review, and if necessary correct, the applicable distance, travel time or currency conversion stated in each order before accepting the relevant order or performing the relevant Transport Services;

(iv)if it is reasonably clear that a pricing error has occurred on the Platform (e.g. a significant miscalculation of distance or a reasonably obvious error in the Rate Card) that resulted in the Nominated Customer being overcharged, you must promptly refund the Nominated Customer the excess amount upon request by the Nominated Customer or us; and

(v)to the extent permitted by law, we exclude any liability to you in connection with the Calculation Service or any attempt to use it, including in relation to any incorrect calculation or failure to obtain a calculation.

7.4Mutual exclusion of other terms

To the extent permitted by law, and except as expressly provided in this agreement, all terms, conditions, warranties or representations (in each case whether express, implied, statutory or otherwise) by either you or us to the other, relating in any way to the Platform or our provision of it, any Other Services or this agreement, are excluded.

7.5General limitation of liability

Without limiting clause 7.6, to the extent permitted by law, any liability of ours:

(a) under any term, condition, warranty or representation that by law cannot be excluded or that is not otherwise excluded under clause 7.1; or

(b) under any guarantee (including any consumer guarantee) or other right under any law; or

(c) otherwise in connection with the Platform or our provision of it, any Other Services or this agreement, including any advice by us in connection with any of the foregoing,

is, where permitted by law, limited at our option to the resupply of the relevant services provided by us or the payment of the cost of same.

7.6Exclusion of categories of loss

The following applies only to the extent permitted by law. All liability of ours is excluded in respect of any indirect or consequential Loss suffered or incurred by you, in relation to any Transport Services, the Platform or our provision of it or any Other Services, any delay or failure in providing any of them, or otherwise under or in connection with this agreement, and in any event (including where amounting to a direct loss) for any lost profits or goodwill. Without limiting the above, and only to the extent permitted by law, all liability of ours is excluded in relation to:

(a) any information about any Customer (including their identity, location or contact details), or provided by any Customer, being incorrect, incomplete or out of date; or

(b) any Transport Services provided by you being in any way unsafe, not suitable for the relevant purpose or not complying with the Transport Services Agreement in any way.

7.7External Services

The Platform may provide links to or enable access to, third party services and websites (External Services). You agree and acknowledge that:

(a) we are not the provider of any External Services;

(b) use of an External Service may require that you accept additional terms;

(c) any link or access to an External Service is provided solely as a convenience to you and we do not endorse any External Service (or any results that they provide) and have not, and are not required to, examine or evaluate the content, accuracy, completeness, validity, legality, decency, quality, or any other aspect of any External Service (or the results that it provides); and

(d) your use of any External Service is at your sole risk and, to the extent permitted by law, we will have no liability to you in connection with any External Service or its use.

7.8Indemnity

To the maximum extent permitted by law, you must indemnify us against all Losses incurred by us in relation to:

(a) any breach of this agreement by you;

(b) any negligence by you in connection with any Transport Services, the Platform or your use of it or any Other Services; or

(c) any claim by any Nominated Customer of yours against us, in relation to any Transport Services where you are the relevant Carrier and have breached the relevant Transport Services Agreement.

This indemnity may be enforced by us before and without incurring any expense or making any payment to any person.

8.TERMINATION AND SUSPENSION

8.1Term

This agreement will continue indefinitely until terminated by either party in accordance with this agreement.

8.2Termination without cause

Either you or we may terminate this agreement by giving at least 14 days’ notice to the other. Our and your obligations:

(a) in relation to any Transport Services supplied before the effective date of termination or any outstanding Transport Services Agreement as at the effective date of termination; and

(b) under3, 5, 7, 8, 9, 10 and 11,

will survive the termination. In addition, your obligations to the relevant Nominated Customer under any outstanding Transport Services Agreement are not affected by any termination.

8.3Termination or suspension for cause

We may terminate this agreement, or suspend provision of your access to the Platform, with immediate effect by notice to you if you breach this agreement in any way (including failing to make any payment to us when due under this agreement).

9.AMENDMENT

From time to time we may amend this agreement or the Dyspach Fees by notice to you via the Platform or otherwise. Any such amendment will not take effect earlier than 14 days after the date on which we notify you. If an amendment is not acceptable to you then you may terminate this agreement in accordance with clause8.

10.NOTICES

Any notice given under this agreement by either party to the other must be in writing sent via the Platform, or by ordinary prepaid mail or email to the corresponding address below, unless either party notifies the other of a change of the relevant address. You Your current email or street address as registered with us. <span Us hello@dyspach.com <p

11.MISCELLANEOUS

11.1Independent contractors

The relationship between you and us is that of independent contracting parties and, except to the extent (if any) expressly stated in this agreement, no employment, agency, partnership or fiduciary relationship will arise as a result of this or any related agreement. You have no right, power or authority to bind us to any agreement, arrangement or understanding in any manner whatsoever.

11.2Intellectual property

All intellectual property (including copyright) in the Platform, and anything provided to you in connection with this agreement or the Platform, will remain our property.

11.3Applicable law

This agreement is to be construed according to, and is governed by, the laws of New South Wales, Australia. The parties submit to the non-exclusive jurisdiction of the courts in and of New South Wales, Australia in relation to any dispute arising under this agreement.

11.4Assignment and subcontracting

You may not transfer or assign your rights or obligations under this agreement to any other person. We may assign our rights, and subcontract our obligations, under this agreement.

11.5Severance

If any provision of this agreement or its application to any person or circumstance is or becomes invalid, illegal or unenforceable then the provision will so far as possible be read down to the minimum extent necessary to ensure that it is not. If any provision or part of it cannot be so read down, then the provision or part of it will be deemed to be void and severable and the remaining provisions of this agreement will not be affected or impaired in any way.

11.6Waivers

Any failure by any party to exercise any right under this agreement does not operate as a waiver and the single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.

11.7Entire agreement

This agreement constitutes the entire agreement between you and us in relation to its subject matter. Any prior arrangements, agreements, representations or undertakings are superseded and, except as expressly provided, each party warrants that it has not relied on any arrangement, agreement, representation or understanding which is not expressly set out in this agreement or incorporated by reference.

12.INTERPRETATION

12.1Dictionary

In this agreement the following phrases have the following meanings: Authorised User of a Carrier or Customer means a person who uses a valid username and password to access the Platform on behalf of the Carrier or Customer, whether the username and password are created or accepted by us or through use of the facility on the Platform by another Authorised User. Carrier means a person who has successfully registered with us as a Carrier and has not had their registration suspended or revoked. By agreeing to this agreement you become a Carrier. Carrier Agreement means the relevant agreement between you and a Nominated Customer under which you accept orders for Transport Services from Customers. It comprises our standard front sheet, your terms and conditions (as uploaded by you) and your Rate Card. Content means all information, data, documents, pictures, graphics, video, audio, text or other content, in each case in any form and for the avoidance of doubt includes any recipes, photographs, prices, comments, reviews or feedback. It includes your Rate Card. Customer means a person who has successfully registered with us as a Customer and has not had their registration suspended or revoked. Dyspach means Dyspach Pty Ltd (ACN 671 390 551). Dyspach Fee means the fees payable by you to us, as described on the Platform from time to time. Those fees may include periodic subscription fees, usage-based fees or other amounts. Dyspach Territory means a country listed as such on the Platform. GST means goods and services tax or any other value added taxes or sales taxes. Loss means any loss, damage, cost, interest, expense, fee, penalty, fine, forfeiture, assessment, demand, action, suit, claim, proceeding, cause of action, liability or damages incurred by a person, and includes legal costs on an indemnity basis and indirect or consequential losses. Nominated Customer of a Carrier means a Customer who has been registered on the Platform by the Carrier (or by an Authorised User of the Carrier) as a Nominated Customer of the Carrier, including by entering any information about the Customer that is required by the Platform, and whose registration as a Nominated Customer has not subsequently been cancelled by the Carrier. Other Services means all the services that we agree to provide, or in fact provide, to you under or in connection with this agreement or the Platform (including the provision of any information or analysis in relation to your use, or any Nominated Customer’s use, of the Platform). Payment Facility means any facility provided by a third party via or in connection with the Platform through which Customers can pay Carriers for or in relation to the provision of Transport Services. Platform means the Website and any other technology that we provide for you to use. Rate Card in relation to a Nominated Customer of yours means the table or matrix, or combination of tables or matrices of rates, charges, surcharges and other amounts that you offer to charge that Customer for various Transport Services, as stated on the Platform from time to time (including as a result of any or all of the relevant rates, charges, surcharges or other amounts previously appearing on the Platform being changed, deleted or replaced through use of the Platform by any Authorised User of yours). Transport Services means the transport and related services applicable under the relevant or proposed Transport Services Agreement any may include overnight, priority or standard transport services and services in various zones and with various transit times. Transport Services Agreement means an agreement for you to provide Transport Services to a Nominated Customer that arises as a result of, or in connection with, your use of the Platform and your Carrier Agreement with the Nominated Customer. Unacceptable Content means any Content that:

(a) is racist, hateful, violent, defamatory, harassing, abusive, threatening, malicious, inflammatory or otherwise objectionable;

(b) is pornographic, sexually explicit, obscene or excessively profane;

(c) is unlawful or encourages unlawful conduct;

(d) is fraudulent, false, misleading or deceptive;

(e) infringes, or encourages the infringement of, a third party's rights, including intellectual property, confidentiality or privacy rights;

(f) contains any Virus;

(g) amounts to commercial advertising of any other website, product or service; or

(h) contains any link to any website that includes any of the above types of content.

us means Dyspach. Virus means any computer program, virus or other code that is harmful, destructive, disabling or which assists in or enables theft, alteration, denial of service, unauthorised access to or disclosure, destruction or corruption of information, data or software. Website means our website at www.dyspach.com

12.2Rules of interpretation

In this agreement:

(a) Inclusive Terms. Use of inclusive terms such as “includes” or “including” will be read as “includes, without limitation” or “including, without limitation”.

(b) Numbers. Words importing the singular include the plural and vice versa.

(c) Persons. References to persons include corporations.

(d) Writing. References to writing include any mode of representing or reproducing words in visible form, and include email and other electronic transmissions.