ORDEROO DELIVERY PARTNER TERMS & CONDITIONS

(Shanaya eCom Pty Ltd – ACN 630 782 375)

These Terms & Conditions ("Terms") govern your access to and use of the Orderoo platform as an independent Delivery Partner ("Delivery Partner", "you"). By registering and accepting deliveries through the Orderoo Driver App, you agree to these Terms.

1. ROLE OF ORDEROO

Orderoo operates a technology platform that connects:

• Restaurants

• Customers

• Independent Delivery Partners

Orderoo does not employ Delivery Partners and does not operate as a transport company.

2. INDEPENDENT CONTRACTOR STATUS

You acknowledge and agree that:

• You are an independent contractor and not an employee, agent, or representative of Orderoo.

• Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship.

• You are free to provide delivery services to other platforms.

• You control when, where, and whether you accept delivery requests.

You are solely responsible for your own tax obligations, superannuation, insurance, and business compliance.

3. ELIGIBILITY REQUIREMENTS

To operate as a Delivery Partner, you must:

• Be at least 18 years old

• Hold a valid Australian driver licence (if using a motor vehicle)

• Hold a valid ABN

• Have the legal right to work in Australia

• Maintain any legally required vehicle registration and insurance

Orderoo may request documentation at any time.

4. ACCEPTING DELIVERIES

• You may accept or decline delivery requests at your discretion.

• Once a delivery is accepted, you agree to complete it in a timely and professional manner.

• Excessive cancellations after acceptance may result in temporary suspension or deactivation.

5. DELIVERY RESPONSIBILITIES

You are responsible for:

• Collecting the correct order from the Restaurant

• Verifying order details at pickup (where reasonably possible)

• Delivering to the address provided in the app

• Maintaining safe and lawful driving practices

• Ensuring food is handled appropriately during transit

You must comply with all road laws and safety regulations.

6. ALCOHOL DELIVERIES (IF APPLICABLE)

If delivering alcohol, you must:

• Verify that the recipient appears over 18 years of age

• Request valid photo identification if required

• Refuse delivery if age cannot be verified

Failure to comply with Responsible Service of Alcohol laws may result in immediate termination.

7. PAYMENTS

7.1 Payment Structure

Delivery fees are calculated per completed delivery and displayed in the Driver App before acceptance.

7.2 Payout Schedule

Payments are processed weekly, subject to successful completion of deliveries and absence of disputes.

Orderoo reserves the right to withhold or adjust payments in cases of:

• Fraudulent activity

• Delivery misconduct

• Customer complaints involving non-delivery

8. INSURANCE & LIABILITY

You are responsible for maintaining appropriate insurance, including:

• Compulsory Third Party (CTP) insurance

• Vehicle insurance (if applicable)

• Any additional coverage required by law

Orderoo is not liable for:

• Vehicle damage

• Traffic infringements

• Personal injury

• Property damage

• Loss of income

To the maximum extent permitted by law, Orderoo’s total liability is limited to the delivery fees earned from the affected delivery.

9. ACCOUNT SUSPENSION OR TERMINATION

Orderoo may suspend or deactivate your account if:

• You breach these Terms

• You engage in unsafe or unlawful conduct

• You receive repeated serious complaints

• You commit fraud or misuse the platform

You may stop using the platform at any time.

10. SERVICE AVAILABILITY

Orderoo does not guarantee uninterrupted access to the platform.

Orderoo is not liable for downtime, app errors, or system interruptions.

11. INDEMNITY

You agree to indemnify and hold Orderoo harmless from any claims, damages, losses, or legal proceedings arising from:

• Your delivery services

• Your breach of law

• Your breach of these Terms

12. GOVERNING LAW

These Terms are governed by the laws of South Australia.

13. CHANGES TO TERMS

Orderoo may update these Terms from time to time. Continued use of the platform constitutes acceptance of the updated Terms.

14. CONTACT

For legal or account inquiries:

help@orderoo.com.au

ORDEROO RESTAURANT TERMS & CONDITIONS

(Shanaya eCom Pty Ltd – ABN - 75 630 782 375)

These Restaurant Terms & Conditions ("Agreement") govern the relationship between Shanaya eCom Pty Ltd, trading as Orderoo ("Orderoo", "we", "us"), and the restaurant/business registering on the Orderoo platform ("Restaurant", "you").

By registering as a store on Orderoo and accepting these Terms & Conditions electronically, you agree to be bound by this Agreement.
 

1. SERVICES PROVIDED

Orderoo operates an online marketplace via orderoo.com.au and Orderoo mobile applications that:

• Lists restaurants and their products

• Facilitates customer orders

• Collects payments on behalf of restaurants

• Connects restaurants with delivery drivers (where applicable)

Orderoo acts solely as an intermediary platform and disclosed agent for payment collection.

2. SERVICE TERM

This Agreement commences upon acceptance of these Terms and continues until terminated by either party in accordance with this Agreement.

Either party may terminate this Agreement at any time by providing written notice. Termination does not affect any outstanding fees or obligations.

3. COMMISSION & FEE STRUCTURE

Orderoo offers two partnership models:

3.1 Exclusive Partnership Model

If the Restaurant agrees to list exclusively with Orderoo within its service area:

• 20% commission on the retail price of menu items (excluding GST)

• 10% service fee charged to customers

“Exclusive” means the Restaurant does not list or accept online orders through any competing third-party marketplace platform within the same delivery area.

If the Restaurant lists on another third-party marketplace during the exclusivity period, the commission will automatically adjust to the Non-Exclusive Model below.

3.2 Non-Exclusive Model

If the Restaurant lists on Orderoo and any other third-party marketplace platform:

• 30% commission on the retail price of menu items (excluding GST)

3.3 Fee Changes

Orderoo reserves the right to amend commission rates with written notice.

If the Restaurant does not agree to revised fees, it may terminate this Agreement before the new fees take effect.

4. PAYMENTS

Orderoo collects payments on behalf of the Restaurant via approved payment gateways.

Payments will be processed and transferred to the Restaurant on a weekly basis, subject to payment gateway clearance.

Orderoo is not responsible for delays caused by banking institutions or payment processors.

5. NO JOINING FEE / NO FIXED TERM

• No joining fee

• No exit fee

• No fixed-term contract

Restaurants are free to cease using the platform at any time upon notice.

6. ORDER MANAGEMENT & TECHNOLOGY

The Restaurant must:

• Download and remain logged into the Orderoo Store App

• Maintain reliable internet and device access

• Monitor and respond to incoming orders promptly

6.1 Order Notifications

Restaurants will be notified of incoming orders through the Store App.

6.2 Devices

An Android or iOS mobile phone or tablet is required to manage orders.

6.3 Optional Printers/Tablets

Orderoo may provide hardware (printer/tablet) at its discretion.

The Restaurant is responsible for:

• Keeping devices powered and connected

• Physical damage to devices

• Returning devices upon termination

Repair or replacement costs (up to AUD $500) may apply for physical damage.

7. ORDER ACCEPTANCE & DISPATCH

7.1 Acceptance Window

The Restaurant must accept or reject incoming orders within 10 minutes of receiving the order notification in the Store App.

7.2 Operational Consequences

Failure to accept or reject an order within the required timeframe may result in:

• Automatic cancellation of the order; and/or

• Temporary reduction in visibility on the platform; and/or

• Other operational measures reasonably required to protect customer experience.

7.3 Driver Dispatch

Where delivery drivers are used, Orderoo (or the Restaurant via the Store App) may assign a driver for pickup after the order is confirmed/accepted.

8. RESTAURANT RESPONSIBILITIES

The Restaurant is solely responsible for:

• Food preparation, quality, and condition

• Compliance with all applicable health, safety, and licensing laws

• Correct menu pricing and descriptions

• Proper packaging suitable for delivery

• Including all ordered items in each order

Orderoo may charge redelivery fees (minimum $15) for missing items requiring redelivery.

9. NO SHOWS

If a customer is unavailable at delivery:

• Orderoo may issue a partial or full refund at its discretion (in line with customer terms)

• The Restaurant acknowledges it bears the food/product cost

• Orderoo is not liable for financial loss due to no-show incidents

10. DATA PROTECTION

Restaurants may only use customer data for fulfilling the specific order.

Restaurants must not:

• Store customer data for independent marketing

• Contact customers outside the Orderoo platform

All customer data remains the property of Orderoo.

11. PROMOTIONAL RIGHTS

The Restaurant grants Orderoo permission to:

• Use its name, logo, menu items and images

• Promote the Restaurant via email, social media, website and app

Promotional materials provided by Orderoo must be displayed where reasonably requested.

12. BEHAVIOUR & CONDUCT

The Restaurant agrees to maintain respectful conduct toward:

• Orderoo staff

• Delivery drivers

• Customers

Abusive, discriminatory or violent behaviour may result in immediate termination.

13. LIMITATION OF LIABILITY

Orderoo provides an online marketplace service only.

To the maximum extent permitted by law:

• Orderoo is not liable for indirect, incidental, or consequential losses

• Orderoo’s total liability is limited to the commission earned from the affected order

Orderoo is not responsible for:

• Technology outages beyond reasonable control

• Driver delays

• Customer misconduct

14. INDEMNITY

The Restaurant agrees to indemnify and hold harmless Orderoo against claims arising from:

• Food safety issues

• Regulatory breaches

• Incorrect pricing

• Misrepresentation of products

15. SERVICE AVAILABILITY & FORCE MAJEURE

15.1 Platform Availability

While Orderoo aims to provide continuous access to the platform, the Restaurant acknowledges that the platform may be temporarily unavailable due to:

• System maintenance (scheduled or emergency)

• Software updates

• Technical faults or system errors

• Internet or hosting provider outages

• Cybersecurity incidents

Orderoo does not guarantee uninterrupted or error-free operation of the platform and shall not be liable for any loss of business, loss of revenue, loss of profits, or missed orders resulting from platform downtime or technical issues.

15.2 Force Majeure

Orderoo is not liable for failure or delay in performing its obligations due to events beyond its reasonable control, including but not limited to natural disasters, internet outages, payment processor outages, labour disputes, government restrictions, or other unforeseen circumstances.

16. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

This Agreement is governed by the laws of South Australia.