ICA - Aus - English - Dx (Section 1 - 11)
This Agreement ("Agreement") is made and entered into by and between you, the undersigned contractor ("CONTRACTOR"), an independent contractor engaged in the business of performing the delivery services contemplated by this Agreement, and DoorDash Technologies Australia Pty Ltd ("DOORDASH", "COMPANY" or “we”, “us” or “our”). CONTRACTOR may enter this Agreement either as an individual or as a corporate entity. This Agreement will become effective on the date it is accepted regardless of whether you are eligible to, or ever do, perform any Contracted Services.
IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE MUTUAL ARBITRATION PROVISION IN SECTION XII, AS IT REQUIRES THE PARTIES (UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF AGREEING TO THESE TERMS, AS PROVIDED BELOW) TO RESOLVE DISPUTES ON AN INDIVIDUAL BASIS, TO THE FULLEST EXTENT PERMITTED BY LAW, THROUGH FINAL AND BINDING ARBITRATION. BY ACCEPTING THIS AGREEMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS, INCLUDING SECTION XII, AND HAVE TAKEN THE TIME AND SOUGHT ANY ASSISTANCE NEEDED TO COMPREHEND THE CONSEQUENCES OF ACCEPTING THIS AGREEMENT.
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. BY ACCESSING THE DOORDASH PLATFORM AS A DASHER, YOU AGREE TO BE BOUND BY (1) THIS AGREEMENT, (2) DOORDASH E-SIGN CONSENT AGREEMENT, (3) DOORDASH DASHER PRIVACY POLICY, AND (4) DOORDASH CONSUMER TERMS OF SERVICE.
THE PARTIES
DOORDASH is a company that provides an online marketplace connection using web-based technology that connects contractors, restaurants and/or other businesses, and consumers ("DOORDASH platform" or "platform"). DOORDASH's software permits registered users to place orders for food and/or other goods from various restaurants and businesses. Once such orders are made, DOORDASH software notifies contractors that a Delivery Opportunity is available and the DOORDASH software facilitates completion of the delivery. DOORDASH is not a restaurant, food delivery service, or food preparation business.
CONTRACTOR is an independent provider of delivery services, authorized to conduct the delivery services contemplated by this Agreement in the geographic location(s) in which CONTRACTOR operates. CONTRACTOR possesses all equipment and personnel necessary to perform the delivery services contemplated by this Agreement in accordance with applicable laws. CONTRACTOR desires to enter into this Agreement for the right to receive delivery opportunities made available through DOORDASH'S platform. CONTRACTOR understands and expressly agrees that it is not (nor any of the Contractor’s Personnel are, as defined below) an employee of DOORDASH or any restaurant, other business or consumer and that it is providing delivery services on its behalf and its business, not on behalf of DOORDASH. CONTRACTOR understands (i) they are free to select thee times it wishes to be available on the platform to receive delivery opportunities; (ii) they are free to negotiate their compensation and are free to accept or reject the opportunities transmitted through the DOORDASH platform by consumers, and can make such decisions to maximize its opportunity to profit; and (iii) it has the sole right to control the manner in which deliveries are performed and the means by which those deliveries are completed.
In consideration of the above, as well as the mutual promises described herein, DOORDASH and CONTRACTOR (collectively "the parties") agree as follows:
I. PURPOSE OF THE AGREEMENT
This Agreement governs the relationship between DOORDASH and CONTRACTOR, and establishes the parties' respective rights and obligations. In exchange for the promises contained in this Agreement, CONTRACTOR shall have the right and obligation to perform the "Contracted Services" as defined herein. However, nothing in this Agreement requires CONTRACTOR to perform any particular volume of Contracted Services during the term of this Agreement, and nothing in this Agreement shall guarantee CONTRACTOR any particular volume of business for any particular time period.
CONTRACTOR shall have no obligation to accept or perform any particular "Delivery Opportunity" (as that term is defined herein) offered through the DOORDASH platform. However, once a Delivery Opportunity is accepted, CONTRACTOR shall be contractually bound to complete the Contracted Services in accordance with all consumer specifications and the terms laid out in this Agreement.
II. CONTRACTOR'S OPERATIONS
CONTRACTOR represents that it operates an independently established enterprise that provides delivery services, and that it satisfies all legal requirements necessary to perform the services contemplated by this Agreement. As an independent contractor/enterprise, CONTRACTOR shall be solely responsible for determining how to operate its business, whether to accept any Delivery Opportunity and how to perform the Contracted Services.
CONTRACTOR agrees to provide DOORDASH with information regarding the provision of the Contracted Services or information required under this Agreement that is true and accurate, and to promptly inform DOORDASH should any information require updating. CONTRACTOR must inform DOORDASH as soon as reasonably practicable if CONTRACTOR is (a) charged or convicted with a criminal offence or (b) there is a change to the CONTRACTORS eligibility to work in Australia or in any visa conditions or requirements.
CONTRACTOR agrees to fully perform the Contracted Services in a timely, efficient, safe, and lawful manner. DOORDASH shall have no right to, and shall not, control the manner, method or means CONTRACTOR uses to perform the Contracted Services. Instead, CONTRACTOR shall be solely responsible for determining the most effective, efficient, and safe manner to perform the Contracted Services, including determining the manner of pickup, delivery, and route selection.
As an independent business enterprise, CONTRACTOR retains the right to perform services (whether delivery services or other services) for other businesses, and CONTRACTOR advertises and holds themselves out to the general public as a separately established business. The parties recognise that they are or may be engaged in similar arrangements with other businesses to supply the same or similar services and nothing in this Agreement shall prevent CONTRACTOR or DOORDASH from doing business with others. DOORDASH does not have the right to restrict CONTRACTOR from performing services for other businesses, customers or consumers at any time, even if such business directly competes with DOORDASH, and even during the time CONTRACTOR is logged into the DOORDASH platform subject to these services for other business not otherwise breaching this Agreement. CONTRACTOR’s right to compete with DOORDASH, or perform services for businesses that compete with DOORDASH, will survive even after termination of this Agreement.
CONTRACTOR is not required to (and does not) purchase, lease, or rent any products, equipment or services from DOORDASH as a condition of doing business with DOORDASH or entering into this Agreement.
CONTRACTOR agrees to immediately notify DOORDASH in writing at www.doordash.com/help/ if CONTRACTOR’s right to control the manner or method they use to perform services differs from the terms contemplated in this Section.
When signing up to be a user of the DOORDASH platform, CONTRACTOR’s information will be used to create an account. CONTRACTOR may not sign up to be a Dasher more than once by creating multiple accounts.
CONTRACTOR acknowledges that when engaging with the DOORDASH platform on a mobile device, data usage and rates may apply. All costs associated with engaging on the DOORDASH platform are at the CONTRACTOR’s own cost.
By using the DOORDASH platform, CONTRACTOR also agrees to be bound by the DOORDASH Customer Terms of Service and that any breach of the DOORDASH Customer Terms of Service will be considered a breach of this Agreement. However, to the extent an express term of this Agreement is inconsistent with the DOORDASH Customer Terms of Service, the terms of this Agreement shall prevail over the DOORDASH Customer Terms of Service to the extent of any inconsistency.
To prevent unauthorized access to CONTRACTOR’s account and to prevent unauthorized use of the DOORDASH platform, CONTRACTOR agrees to protect and keep confidential their email, phone number, password, or other means of accessing their account via the DOORDASH platform. CONTRACTOR acknowledges that unauthorized use of CONTRACTOR’s account, email, phone number and password could lead to financial loss and access to CONTRACTOR’s sensitive personal and account information. If CONTRACTOR discloses their account information, user ID, and/or password to any person or entity, CONTRACTOR assumes all risks and losses associated with such disclosure to the extent permissible under applicable laws. If CONTRACTOR believes someone may attempt to use or has accessed CONTRACTOR’s account without CONTRACTOR’s permission, or that any other unauthorized use or security breach has occurred, CONTRACTOR agrees to immediately notify us at www.doordash.com/help/.
III. CONTRACTED SERVICES
From time to time, the DOORDASH platform will notify CONTRACTOR of the opportunity to complete deliveries from restaurants or other businesses to consumers in accordance with orders placed by consumers through the DOORDASH platform (each of these is referred to as a "Delivery Opportunity"). CONTRACTOR agrees by logging into the DOORDASH platform as a Dasher, CONTRACTOR is making themself available to receive Delivery Opportunities, which CONTRACTOR may accept or reject. For each Delivery Opportunity accepted by CONTRACTOR ("Contracted Service"), CONTRACTOR agrees to retrieve the orders from restaurants or other businesses, ensure the order was accurately filled, and deliver the order to consumers in a safe and timely fashion without taking any action that would change the quality or presentation of the items being delivered and while adhering to reasonable expectations on food safety, quality and health standards as required by the restaurants or other businesses and/or applicable law. A Delivery Opportunity is considered complete when the order has been delivered to the ordering party, or, and only when applicable, placed in a designated area as selected by the consumer, in addition to any other task required for completion of the delivery. . CONTRACTOR agrees to timely mark a delivery as completed through the DOORDASH platform upon delivery of the order to the ordering party.
CONTRACTOR understands and agrees that the parameters of each Contracted Service are established by the consumer, not DOORDASH, and represent the end result desired, not the means by which CONTRACTOR is to accomplish the result. CONTRACTOR has the right to cancel, from time to time, a Contracted Service when, in the exercise of CONTRACTOR's reasonable discretion and business judgment, it is appropriate to do so. Notwithstanding the foregoing, CONTRACTOR agrees to maintain both a customer rating and a completion rate found here as of the date this Agreement becomes effective. Failure to satisfy this obligation constitutes a material breach of this Agreement, and DOORDASH shall have the right to terminate this Agreement and/or deactivate CONTRACTOR'S account.
CONTRACTOR acknowledges that DOORDASH has discretion as to which, if any, Delivery Opportunity to present to CONTRACTOR, just as CONTRACTOR has the discretion whether and to what extent to accept any Delivery Opportunity..
CONTRACTOR warrants that CONTRACTOR is engaged in CONTRACTOR’s own business, separate and apart from DOORDASH’S business, which is to provide an online marketplace connection using web-based technology that connects contractors, restaurants and/or other businesses, and consumers.
CONTRACTOR authorizes DOORDASH, during the course of a Contracted Service, to communicate with CONTRACTOR, consumer, and/or restaurant or other business to assist CONTRACTOR, to the extent permitted by CONTRACTOR, in facilitating deliveries. However, under no circumstances shall DOORDASH be authorized to control the manner or means by which CONTRACTOR performs delivery services. This includes, but is not limited to, the following:
DOORDASH does not require any specific type, or quality, of CONTRACTOR’s choice of transportation.
CONTRACTOR does not have a supervisor or any individual at DOORDASH to whom they report.
CONTRACTOR is not required to use any signage or other designation of DOORDASH on his or her vehicle or person at any point in their use of the platform to perform the Contracted Services.
DOORDASH has no control over CONTRACTOR’s personal appearance
CONTRACTOR does not receive regular performance evaluations by DOORDASH
CONTRACTOR may use whatever payment method it chooses to purchase items to be delivered to consumers, including, but not limited to CONTRACTOR's personal credit or debit card, cash or a prepaid card. CONTRACTOR may use, for CONTRACTOR's convenience, the prepaid card solely for purchasing items to be delivered to consumers. If CONTRACTOR chooses to use his/her personal credit or debit card or cash, CONTRACTOR shall invoice DOORDASH on a weekly basis and DOORDASH agrees to pay all invoices within 10 days of receipt.
In the event CONTRACTOR fails to fully perform any Contracted Service (a "Service Failure") due to CONTRACTOR's action or omission, CONTRACTOR shall forfeit all or part of the agreed upon fee for that service. If CONTRACTOR disputes responsibility for a Service Failure, the dispute shall be resolved pursuant to the "Payment Disputes" provision below.
IV. CONTENT
Parts of the DOORDASH platform enable CONTRACTOR to provide feedback, text, photos, audio, video, information, and other content (collectively, “Content”). The CONTRACTOR assigns to DOORDASH all rights, title, interest, and all intellectual property, in any Content or other things created or developed by the CONTRACTOR or any subcontractor in the course of providing the Contracted Service, effective immediately on the creation or development of any such intellectual property and the CONTRACTOR grants DOORDASH a non-exclusive, worldwide, royalty-free, irrevocable, perpetual, sub-licensable and transferable license to copy, modify, prepare derivative works of, distribute, publish and otherwise exploit, that Content, without limitation. The CONTRACTOR agrees to execute all documents and do all acts and things DOORDASH may reasonably request to give full effect to its rights under this clause.
To the extent permitted by law, CONTRACTOR waives its Moral Rights (as defined in the Copyright Act 1968 (Cth)) with respect to any Content CONTRACTOR creates or contributes and CONTRACTOR unconditionally and irrevocably consents to DOORDASH (and all persons authorised by DOORDASH) (a) exercising any of the rights of an owner of copyright in the Content without attribution to CONTRACTOR as the author or by attributing ownership to another person and (b) to using, reproducing, dealing with, modifying, doing, or omitting to do, anything which would infringe or breach CONTRACTORs Moral Rights in the Content. CONTRACTOR irrevocably waives and agrees not to enforce any Moral Rights they may have in the Content. Where DOORDASH pays for the creation of Content or facilitates its creation, DOORDASH may own that Content, in which case supplemental terms or disclosures will say that.
If Content includes personal information, DOORDASH’s Privacy Policy describes how DOORDASH uses that personal information and the CONTRACTOR agrees to DOORDASH using the Content, including any personal or sensitive information, for other purposes to the fullest extent permissible under applicable laws.
CONTRACTOR is solely responsible for all Content that CONTRACTOR provides and warrants that CONTRACTOR either own it or is authorized to grant DOORDASH the rights described in these Terms. CONTRACTOR is responsible and liable if any of CONTRACTOR’s Content violates or infringes the intellectual property or privacy rights of any third party. Content that is, among other things, discriminatory, obscene, harassing, deceptive, violent, or illegal is prohibited, and Content must comply with all applicable DOORDASH policies, including but not limited to the DOORDASH Content Policy.
CONTRACTOR agrees that DOORDASH may make available services or automated tools to translate Content and that CONTRACTOR’s Content may be translated using such services or tools.
V. RELATIONSHIP OF PARTIES
The parties acknowledge and agree that this Agreement is between two co-equal, independent business enterprises that are separately owned and operated. The parties intend this Agreement to create the relationship of principal and independent contractor and not that of employer and employee between DOORDASH and CONTRACTOR nor between DOORDASH and any of CONTRACTOR’s Personnel. The parties are not employees, agents, joint venturers, or partners of each other for any purpose. Neither party shall have the right to bind the other by contract or otherwise except as specifically provided in this Agreement.
DOORDASH shall not have the right to, and shall not, control the manner or the method of accomplishing Contracted Services to be performed by CONTRACTOR. The parties acknowledge and agree that those provisions of the Agreement reserving ultimate authority in DOORDASH have been inserted solely for the safety of consumers and other CONTRACTORS using the DOORDASH platform or to achieve compliance with all applicable laws.
VI. PAYMENT FOR SERVICES
Unless a different rate of pay is negotiated or CONTRACTOR is notified otherwise by DOORDASH in writing or except as provided herein, CONTRACTOR will receive payment per accurate Contracted Service completed in an amount consistent with the publicly provided pay model, which you can view here. DOORDASH reserves the right to adjust or withhold all or a portion of payment owed to CONTRACTOR if DOORDASH reasonably believes that CONTRACTOR has defrauded or abused, or attempted to defraud or abuse, the DOORDASH platform. From time to time, DOORDASH may offer opportunities for CONTRACTOR to earn more money for performing Contracted Services at specified times or in specified locations. Nothing prevents the parties from negotiating a different rate of pay, and CONTRACTOR is free to accept or reject any such opportunities to be paid at different rates.
DOORDASH's online credit card software may permit consumers to add a gratuity to be paid to CONTRACTOR, and consumers can also pay a gratuity to CONTRACTOR in cash. CONTRACTOR shall retain 100% of any gratuity paid by the consumer, whether by cash or credit card. DOORDASH acknowledges it has no right to interfere with the amount of gratuity given by the consumer to the CONTRACTOR. For purchases that involve consumer payment via the DOORDASH platform, DOORDASH will process payments made by consumers and transmit applicable payment for the Contracted Services to CONTRACTOR. Payments for all Contracted Services completed in a given week will be transferred via direct deposit on no less than a weekly basis unless DOORDASH notifies CONTRACTOR otherwise in writing or CONTRACTOR opts to receive payments sooner via Fast Pay.
CONTRACTOR is responsible for verifying the accuracy of their bank account and/or debit card information to receive timely payments. DOORDASH is not responsible for lost or late payments due to CONTRACTOR enters incorrect routing and/or account information.
From time to time, DOORDASH may offer various Dasher promotions or referral programs. CONTRACTOR agrees that it will not manipulate or abuse the referral programs or Dasher promotions by, among other things: (a) tampering with the location feature on its mobile phone; (b) collecting incentive or promotional pay when not eligible to receive such pay under relevant policies; or, (c) creating multiple Dasher or consumer accounts. CONTRACTOR understands that engaging in this type of manipulation or abuse constitutes a material breach of this Agreement and may lead to deactivation of its account.
VII. PAYMENT DISPUTES
CONTRACTOR's Failure: In the event there is a Service Failure, CONTRACTOR shall not be entitled to payment as described above (as determined in DOORDASH's reasonable discretion). Any withholding of payment shall be based upon proof provided by the consumer, restaurant or other business, CONTRACTOR, and any other party with information relevant to the dispute. DOORDASH shall make the initial determination as to whether a Service Failure was the result of CONTRACTOR's action/omission. CONTRACTOR shall have the right to challenge DOORDASH's determination through any legal means contemplated by this Agreement; however, CONTRACTOR shall notify DOORDASH in writing at www.doordash.com/help/ of the challenge and provide DOORDASH the opportunity to resolve the dispute. CONTRACTOR should include any documents or other information in support of his/her challenge.
DOORDASH's Failure: In the event DOORDASH fails to remit payment in a timely or accurate manner, except as provided in Section VI(5), CONTRACTOR shall have the right to seek proper payment by any legal means contemplated by this Agreement and, should CONTRACTOR prevail, shall be entitled to recover reasonable costs incurred in pursuing proper payment, provided, however, CONTRACTOR shall first inform DOORDASH in writing at www.doordash.com/help/ of the failure and provide a reasonable opportunity to cure it.
VIII. EQUIPMENT AND EXPENSES
CONTRACTOR represents that it has or can lawfully acquire all equipment, including vehicles and food thermal bags ("Equipment") necessary for performing contracted services, and CONTRACTOR is solely responsible for ensuring that any vehicle used conforms to all vehicle laws pertaining to registration, safety, equipment, inspection, and operational capability.
CONTRACTOR agrees that he/she is responsible for all costs and expenses arising from CONTRACTOR's performance of Contracted Services, including, but not limited to, costs related to CONTRACTOR's Personnel (defined below) and Equipment. Except as otherwise required by law, CONTRACTOR assumes all risk of damage or loss to its Equipment.
IX. PERSONNEL
In order to perform any Contracted Services, CONTRACTOR must, for the safety of consumers on the DOORDASH platform, pass a background check administered by a third-party vendor, subject to CONTRACTOR's lawful consent. CONTRACTOR is not required to perform any Contracted Services personally, but may, to the extent permitted by law and subject to the terms of this Agreement, hire or engage others (as employees or subcontractors of CONTRACTOR) to perform all or some of the Contracted Services, provided any such employees or subcontractors meet all the requirements applicable to CONTRACTOR including, but not limited to, the background check requirements that CONTRACTOR must meet in order to perform Contracted Services. To the extent CONTRACTOR furnishes its own employees or subcontractors (collectively "Personnel"), CONTRACTOR shall be solely responsible for the direction and control of the Personnel CONTRACTOR uses to perform all Contracted Services.
CONTRACTOR assumes full and sole responsibility for the payment of all amounts due to its Personnel for work performed in relation to this Agreement, including all wages, benefits and expenses, if any, superannuation and for all required Taxes (as defined below) as to CONTRACTOR and all Personnel employed by CONTRACTOR in the performance of Contracted Services under this Agreement. DOORDASH is not an employer or joint employer of CONTRACTOR’s Personnel, and shall have no responsibility for any wages, benefits, expenses, superannuation or other payments due CONTRACTOR's Personnel, nor for any Taxes, superannuation or workers compensation insurance relating to CONTRACTOR or its Personnel. Neither CONTRACTOR nor its Personnel shall receive any wages, including annual leave, personal leave, long service leave, superannuation, or any other employment related entitlement from DOORDASH, nor shall they participate in or receive any other benefits, if any, available to DOORDASH's employees.
Unless mandated by law, DOORDASH shall have no authority to withhold any Taxes on behalf of CONTRACTOR or its Personnel.
CONTRACTOR and its Personnel shall not be required to wear a uniform or other clothing of any type bearing DOORDASH's name or logo.
If CONTRACTOR uses the services of any Personnel to perform the Contracted Services, CONTRACTOR's Personnel must satisfy and comply with all of the terms of this Agreement, which CONTRACTOR must make enforceable by written agreement between CONTRACTOR and such Personnel. A copy of such written agreement must be provided to DOORDASH at least 7 days in advance of such Personnel performing the Contracted Services. The parties acknowledge that the sole purpose of this requirement is to ensure CONTRACTOR's compliance with the terms of this Agreement.
In this Agreement, “Taxes” means any tax, levy, charge, franchise, impost, duty, fee, rate, deduction, or withholding, which is assessed, levied, imposed or collected by any government agency or department and includes capital gains tax, fringe benefits tax, income tax, value added tax, goods and services tax, sales or use tax, training guarantee levy, profits tax, undistributed profits tax, payroll or employment tax, group tax, PAYG or PAYG withholding tax, excise, municipal rates, and any interest, fine, penalty, charge, fee or any other amount imposed on or in respect of any of the above.
X. INSURANCE
CONTRACTOR agrees, as a condition of doing business with DOORDASH, that during the term of this Agreement, CONTRACTOR will maintain current insurance, in amounts and of types required by law to provide the Contracted Services and cover CONTRACTOR during performance of the Contracted Services, at his/her own expense. CONTRACTOR acknowledges that failure to secure or maintain satisfactory insurance coverage shall be deemed a material breach of this Agreement and shall result in the termination of the Agreement and the loss of CONTRACTOR's right to receive Delivery Opportunities.
NOTIFICATION OF COVERAGE: CONTRACTOR agrees to deliver to DOORDASH, upon request, current certificates of insurance as proof of coverage. CONTRACTOR agrees to provide updated certificates each time CONTRACTOR purchases, renews, or alters CONTRACTOR's insurance coverage. CONTRACTOR agrees to give DOORDASH at least thirty (30) days' prior written notice before cancellation of any insurance policy required by this Agreement.
WORKERS' COMPENSATION/OCCUPATIONAL ACCIDENT INSURANCE: CONTRACTOR agrees that CONTRACTOR will maintain sufficient insurance to cover any risks or claims arising out of or related to CONTRACTOR’S relationship with DoorDash, including workers’ compensation insurance where required by law.] CONTRACTOR agrees that CONTRACTOR will not be eligible for workers' compensation benefits through DOORDASH, and instead, will be responsible for providing workers' compensation insurance or occupational accident insurance for CONTRACTOR and its Personnel, if required by law.
XI. INDEMNITY
DOORDASH agrees to indemnify, protect and hold harmless CONTRACTOR from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly from DOORDASH's actions arranging and offering the Contracted Services to CONTRACTOR.
CONTRACTOR agrees to indemnify, protect and hold harmless DOORDASH, including all parent, subsidiary and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all claims, demands, damages, suits, losses, liabilities and causes of action arising directly or indirectly from, as a result of or in connection with, the actions of CONTRACTOR and/or its Personnel arising from the performance of delivery services under this Agreement, including personal injury or death to any person (including to CONTRACTOR and/or its Personnel), as well as any liability arising from CONTRACTOR's failure to comply with the terms of this Agreement. CONTRACTOR's obligations hereunder shall include the cost of defense, including attorneys' fees, as well as the payment of any final judgment rendered against or settlement agreed upon by DOORDASH or its parent, subsidiary and/or affiliated companies.
CONTRACTOR agrees to indemnify, protect and hold harmless DOORDASH, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from any and all liabilities and responsibilities for all Taxes, including, but not limited to all workers compensation premiums, and any contributions imposed or required under applicable laws, with respect to CONTRACTOR and CONTRACTOR's Personnel.
CONTRACTOR shall be responsible for, indemnify and hold harmless DOORDASH, including all parent, subsidiary, and/or affiliated companies, as well as its and their past and present successors, assigns, officers, owners, directors, agents, representatives, attorneys, and employees, from all costs of CONTRACTOR's business, including, but not limited to, the expense and responsibility for any and all applicable insurance, local, state or federal licenses, permits, Taxes, and assessments of any and all regulatory agencies, boards or municipalities.
XII. DISPUTE RESOLUTION AND MUTUAL ARBITRATION PROVISION
If any claims, disputes or controversies arise between CONTRACTOR and DOORDASH (or any of its related entities) out of, in relation to or in connection (directly or indirectly) with this Agreement (“Claims”), CONTRACTOR and DOORDASH agree that they must first seek in good faith to use reasonable endeavors resolve the Claim amicably.
CONTRACTOR and DOORDASH mutually agree that, subject to subsection (1) above, any Claim shall be referred to arbitration in accordance with this section XII. For the avoidance of doubt, this arbitration clause shall apply to any and all Claims arising out of or relating to this Agreement, CONTRACTOR's classification as an independent contractor, CONTRACTOR's provision of Contracted Services to consumers, the payments received by CONTRACTOR for providing services to consumers, the termination of this Agreement, and all other aspects of CONTRACTOR's relationship with DOORDASH, past, present or future, whether arising under federal, state or local statutory and/or common law,. The parties expressly agree that this Agreement constitutes an arbitration agreement for the purposes of, and shall be governed by, the Commercial Arbitration Act 2010 (NSW) or the equivalent Commercial Arbitration Act in the state or territory in which CONTRACTOR performs the majority of the services covered by this Agreement and/or the International Arbitration Act 1974 (Cth) as applicable. Any disputes in this regard shall be resolved exclusively by an arbitrator. In the event, but only in the event, the arbitrator determines that such legislation and/or any equivalent legislation does not apply, the state or territory law governing arbitration agreements in the state or territory in which the CONTRACTOR operates shall apply.
If either CONTRACTOR or DOORDASH wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the Claim, and (3) a description of the remedy sought. Any demand for arbitration by CONTRACTOR must be delivered to DoorDash Technologies Australia Pty Ltd, 401 Collins St, Melbourne, VIC 3000, with an electronic copy sent to [email protected].
Arbitration Class Action Waiver. CONTRACTOR and DOORDASH mutually agree that by entering into this agreement to arbitrate, both waive their right to have any Claim brought, heard or arbitrated as, or to participate in, a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action, or to award relief to anyone but the individual in arbitration ("Arbitration Class Action Waiver"). Notwithstanding any other clause contained in this Agreement or the ADC Rules, as defined below, any Claim that all or part of this Arbitration Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that all or part of the Arbitration Class Action Waiver is unenforceable, the class, collective and/or representative action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Arbitration Class Action Waiver that is enforceable shall be enforced in arbitration. All other disputes with respect to whether this Dispute Resolution and Mutual Arbitration Provision is unenforceable, unconscionable, applicable, valid, void or voidable shall be determined exclusively by an arbitrator, and not by any court.
CONTRACTOR agrees and acknowledges that entering into this arbitration agreement does not change CONTRACTOR's status as an independent contractor in fact and in law, that CONTRACTOR is not an employee of DOORDASH or its customers and that any disputes in this regard shall be subject to arbitration as provided in this agreement.
Any arbitration shall be governed by the Australian Disputes Centre Rules for Domestic Arbitration ("ADC Rules"), except as follows:
The arbitration shall be heard by one arbitrator selected by DOORDASH, or otherwise in accordance with the ADC Rules. The Arbitrator shall be an attorney with experience in the law underlying the dispute.
If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 80 kilometers of CONTRACTOR's residence as of the effective date of this Agreement.
Unless applicable law provides otherwise, in the event that DOORDASH and CONTRACTOR have agreed to this Mutual Arbitration Provision, DOORDASH and CONTRACTOR shall equally share filing fees and other similar and usual administrative costs, as are common to both court and administrative proceedings. DOORDASH shall pay any costs uniquely associated with arbitration, such as payment of the costs of ADC and the Arbitrator, as well as room rental. CONTRACTOR acknowledges that it is caused no financial detriment as a result of the proceedings being conducted by arbitration as opposed to litigation.
To the extent permissible by law, the Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party's claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
Except as provided in the Arbitration Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state/territory or federal substantive law, or both, as is applicable.
The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Court Rules governing such motions.
The Arbitrator's decision or award shall be in writing with findings of fact and conclusions of law.
The Arbitrator may issue orders to protect the confidentiality of proprietary information, trade secrets, or other sensitive information. Subject to the discretion of the Arbitrator or agreement of the parties, any person having a direct interest in the arbitration may attend the arbitration hearing. The Arbitrator may exclude any non-party from any part of the hearing.
Either CONTRACTOR or DOORDASH may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.
Nothing in this Mutual Arbitration Provision prevents you from making a report to or filing a claim or charge with the Fair Work Ombudsman or any regulator in respect of work health and safety. Nothing in this Mutual Arbitration Provision prevents the investigation by a government agency of any report, claim or charge otherwise covered by this Mutual Arbitration Provision. This Mutual Arbitration Provision also does not prevent government administrative agencies from adjudicating claims and awarding remedies based on those claims, even if the claims would otherwise be covered by this Mutual Arbitration Provision. Nothing in this Mutual Arbitration Provision prevents or excuses a party from satisfying any conditions precedent and/or exhausting administrative remedies under applicable law before bringing a claim in arbitration. DOORDASH will not take adverse action against CONTRACTOR for filing a claim with an administrative agency or for exercising workplace rights as prohibited under section 340 of the Fair Work Act 2009 (Cth).
The ADC Rules may be found at https://www.disputescentre.com.au/adr-guidelines/ or by searching for "ADC Arbitration Rules" using a service such as www.google.com or www.bing.com or by asking DOORDASH's General Counsel to provide a copy.
CONTRACTOR's Right to Opt Out of Arbitration Provision. Arbitration is not a mandatory condition of CONTRACTOR's contractual relationship with DOORDASH, and therefore CONTRACTOR may submit a statement notifying DOORDASH that CONTRACTOR wishes to opt out and not be subject to this MUTUAL ARBITRATION PROVISION. In order to opt out, CONTRACTOR must notify DOORDASH in writing of CONTRACTOR's intention to opt out by a letter to “Attention DoorDash Arbitration Opt Out” to DoorDash Technologies Australia Pty Ltd, 401 Collins St, Melbourne, VIC 3000. Any attempt to opt out by email will be ineffective. The letter must state CONTRACTOR's intention to opt out. In order to be effective, CONTRACTOR's opt out letter must be postmarked within 30 days of the effective date of this Agreement. The letter must be signed by CONTRACTOR himself/herself, and not by any agent or representative of CONTRACTOR. The letter may opt out, at most, only one CONTRACTOR, and letters that purport to opt out multiple CONTRACTORS will not be effective as to any. No CONTRACTOR (or his or her agent or representative) may effectuate an opt out on behalf of other CONTRACTORS. If CONTRACTOR opts out as provided in this paragraph, CONTRACTOR will not be subject to any adverse action from DOORDASH as a consequence of that decision and he/she may pursue available legal remedies without regard to this Mutual Arbitration Provision. If CONTRACTOR does not opt out within 30 days of the effective date of this Agreement, CONTRACTOR and DOORDASH shall be deemed to have agreed to this Mutual Arbitration Provision. CONTRACTOR has the right to consult with counsel of CONTRACTOR's choice concerning this Mutual Arbitration Provision (or any other provision of this Agreement).
CONTRACTOR and DOORDASH acknowledge that nothing in this section causes any prejudice to their rights and obligations under this Agreement or otherwise. CONTRACTOR and DOORDASH have each considered this arbitration provision carefully and agreed, including through CONTRACTOR’s decision not to opt out of this provision, that its provisions are desirable and reasonably necessary in order to protect their individual interests, as well as the relationship between the parties.
This section XII is the full and complete agreement relating to the formal resolution of disputes covered by this Dispute Resolution and Mutual Arbitration Provision. In the event any portion of this section is deemed unenforceable, the remainder of this section will be enforceable. Any award issued by the Arbitrator is final and binding on the parties and may be entered in any court of competent jurisdiction.
XIII. LITIGATION CLASS ACTION WAIVER
To the extent allowed by applicable law, separate and apart from the Mutual Arbitration Provision found in Section XII, CONTRACTOR agrees that any proceeding to litigate in court any dispute arising out of or relating to this Agreement, whether because CONTRACTOR opted out of the Arbitration Provision or any other reason, will be conducted solely on an individual basis, and CONTRACTOR agrees not to seek to have any controversy, claim or dispute heard as a class action, a representative action, a collective action, or in any proceeding in which CONTRACTOR acts or proposes to act in a representative capacity (“Litigation Class Action Waiver”). CONTRACTOR further agrees that no proceeding will be joined, consolidated, or combined with another proceeding, without the prior written consent of all parties to any such proceeding. If a court of competent jurisdiction determines that all or part of this Litigation Class Action Waiver is unenforceable, unconscionable, void or voidable, the remainder of this Agreement shall remain in full force and effect.
