Jump Private Equity Pty Ltd ACN 619 280 072 trading as KeyNinja
Last updated on 21st June 2021
These terms constitute a legally binding agreement between KeyNinja and you, being the owner and/or manager or controller of a residential property which you let out on a short term basis (“Hosts”). These terms (“Host Terms”) record the entire agreement between a Host and KeyNinja and supersede all previous negotiations, understandings, representations and agreements in relation to the subject matter of the Host Terms.
1. Provision of Services
1.1 KeyNinja will post the request for Services in the mission board section of the KeyNinja Rider App. Ninja’s will have the opportunity to accept or ignore these requests for Services.
1.2 If you decide to accept a request for Service, then you must attend the designated location as specified in the Service request to pick up the keyset. Upon arrival at the designated location, you will be required to scan the relevant QR code that is located on the keyset. Scanning the QR code will constitute your acceptance of the Service request.
1.3 If a Ninja is unable to complete a request for Service that they have already accepted, due to change of mind, the Ninja may cancel the Service request via the KeyNinja Rider App. Cancellation of any Service request that has already been accepted will result in the Ninja’s internal rating being negatively impacted.
1.4 In the event a Ninja is unable to complete a request for Service due to an incident occurring or an event occurring beyond the Ninja’s control, the Ninja may cancel the Service request via the KeyNinja Rider App and no penalty will be applied.
1.5 KeyNinja is not obliged to make available a minimum level or amount of work to you, nor are you required to perform any minimum level or amount of work.
2. Registration and Approval
2.1 You acknowledge and agree that you will, at all times while you are providing the Services, hold a valid driver’s license and all other required licenses, permits, registrations, approvals and/or authorities required to provide the Services.
2.2 In order for KeyNinja to comply with any obligations applicable to it, you will, upon request by KeyNinja, provide copies in the form required by KeyNinja of all required licenses, permits, registrations, approvals and/or authorities as requested from time to time.
2.3 As part of the application process for becoming a Ninja, you provided relevant information to KeyNinja (including information regarding the requirements outlined above and personal information). In relation to this process, you agree and warrant that:
(a) the information supplied by you is true, complete and not misleading in any respect and you will notify KeyNinja as soon as practicable if any of the information changes;
(c) you are entitled by law to enter into an agreement with KeyNinja on these Terms (including but not limited to, holding a citizenship, residency or visa status that permits you to work in Australia); and
(d) you will not use a vehicle other than your registered vehicle to provide the Services which must at all times meet all applicable vehicle standards as updated from time to time.
2.4 If any of the information provided as part of your application changes, including if you cease to hold any required licenses, permits, registrations, approvals and/or authorities, you must immediately notify KeyNinja of this change.
3.1 If you have an annual GST turnover of $75,000 or more from providing the Services (or if the combined turnover from providing the Services and other business activities you partake in is $75,000 or more – you will be required to register for GST and provide KeyNinja with proof of GST registration.
3.2 If your annual turnover is less than $75,000, you are not required to register for GST and you must inform KeyNinja in writing prior to undertaking the Services.
4. Fees and invoicing
4.1 Each Service request posted on the KeyNinja Rider App will have an estimated fee for completing that request. This estimate is based on historic estimates for requests of a similar nature and on KeyNinja’s internal pricing algorithm. The fee displayed with each Service request is an estimate only and this fee may increase or decrease upon acceptance of the Service request.
4.2 At the end of each week, KeyNinja will give you a detailed invoice (“Invoice”) for each payment made to you. The Invoice will contain an ABN and where relevant, state the amount of GST paid or payable by you on that payment.
5. Service Fee
5.1. In consideration of KeyNinja’s provision of the KeyNinja Rider App and Services to you, you agree to pay KeyNinja a service fee on a per weekly basis, which is calculated at between 16-30% of each Invoice (“Service Fee”).
5.2 You acknowledge and agree that KeyNinja may, in its sole discretion:
(a) adjust the Service Fee; or
(b) introduce a new model to determine the Service Fee payable by you.
5.3 KeyNinja will provide you with at least 14 days’ written notice in the event of an increase to the Service Fee. Continued use of the KeyNinja Rider App after any such change in the Service Fee calculation shall constitute your consent to such change.
6.1 You acknowledge and agree that you are responsible for the provision and maintenance, at your own expense, of all tools and equipment required to provide the Services. This includes but is not limited to, a vehicle, a mobile device with access to the KeyNinja Rider App and a wireless data plan.
6.2 You are responsible for any and all costs that you incur in accepting and fulfilling a request for Services, including the operation and maintenance of your vehicle and the device used to access and interact on the KeyNinja Rider App.
6.3 KeyNinja may, at your request, lease cleaning equipment to you, at an additional cost, in order to complete the Services.
6.4 You must immediately notify KeyNinja if you are involved in any accident when using your vehicle while performing the Services or are arrested in respect of a cycling offence (including but not limited to dangerous cycling, careless or inconsiderate cycling or cycling while under the influence of drugs or alcohol).
7.1 You must at all times comply, at your own expense, with your legal obligations in respect of insurance and maintain, at your own expense, such other policies which KeyNinja requests you hold including but not limited to a general liability insurance policy at levels which satisfy:
(a) the provision of Services and any other services contemplated by these Terms including but not limited to lost keysets; and
(b) any other minimum standards imposed by KeyNinja (as notified by KeyNinja from time to time).
7.2 In order for KeyNinja to confirm your ongoing compliance with these requirements, you will, upon request by KeyNinja, provide copies of any relevant insurance policies and/or proof of insurance.
7.3 If at any time, you cease to hold a required insurance policy, you must immediately notify KeyNinja of this change in your circumstances and cease providing the Services.
7.4 In relation to the Services, you agree that you are not an employee, or a worker or a deemed worker for the purposes of any workers compensation laws and therefore acknowledge that KeyNinja does not, and are not required to, maintain or provide you with workers’ compensation insurance or maintain other occupational accident injury insurance on your behalf. You agree to maintain at your cost during the term of this agreement workers’ compensation insurance or other occupational accident injury insurance (or the local equivalent) as required by any applicable law and otherwise comply with all statutory workers compensation requirements.
8.1 You acknowledge and agree that you are required to:
(a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Services as required by any applicable laws; and
(b) provide KeyNinja with all relevant tax information requested of you by KeyNinja (including a valid ABN and/or GST registration number under which you provide Services).
8.2 You further acknowledge and agree that you are responsible for taxes on your own earnings arising from your provision of Services, including without limitation, income tax and GST.
8.3 KeyNinja may in its reasonable discretion based on applicable tax and regulatory considerations, or as required under the law, collect and remit taxes resulting from your provision of Services and/or provide any of the relevant tax and other information you have provided pursuant to the foregoing requirements in this clause directly to the applicable governmental tax authorities on your behalf or otherwise.
8.4 The parties agree that, for the purposes of the GST law, KeyNinja supplies to you the KeyNinja Rider App and Services in sole consideration for the Service Fee.
9.1 You hereby represent and warrant that:
(a) you have full power and authority to enter into these Terms and perform your obligations hereunder;
(b) you have not entered into, and will not enter into, any agreement that would prevent you from complying with these Terms;
(c) you have, hold and maintain all licenses, permits, registrations, certifications, approvals, vehicle and insurances and other documentation required;
(d) you will comply with any relevant legislation and rules relating to the operation of the Services;
(e) you will only use the vehicle registered by KeyNinja as part of your application to provide the Services and that vehicle meets all required vehicle standards;
(f) you will provide the Services with due skill, care and diligence and you will maintain high standards of professionalism, service and courtesy; and
(g) you will immediately notify KeyNinja if the vehicle is involved in an incident or if during the provision of the Services an incident occurs that results in a serious injury or in the attendance of police, emergency service or other health professionals.
10.1 You shall indemnify, defend and hold harmless KeyNinja and its affiliates and each of their respective officers, directors, employees, agents, successors and assigns from and against any and all liabilities, expenses (including legal fees), damages, penalties, fines and taxes arising out of or related to:
(a) your breach of your warranties or obligations under these Terms; or
(b) a claim by a third party (including regulators and governmental authorities) directly or indirectly related to your provision of the Services (“Losses”). Your liability under this clause shall be reduced proportionately if, and to the extent that, KeyNinja directly caused or directly contributed to any such Losses.
11. Your relationship with KeyNinja
11.1 You acknowledge and agree that this agreement creates a legal and direct business relationship between KeyNinja and you. KeyNinja shall not direct or control you generally or in your performance under these Terms, including in connection with your provision of the Services, your acts or omissions, or your operation and maintenance of your vehicle.
11.2 These terms do not create an employment or worker relationship (including from a labour law or tax law perspective), joint venture, partnership or agency relationship. You have no authority to bind KeyNinja and/or its affiliates, or hold yourself out as an employee, worker, agent or authorized representative of KeyNinja and/or its affiliates.
11.3 KeyNinja retains the right to, at any time at its sole discretion, deactivate or otherwise restrict you from accessing your account with the KeyNinja Rider App in the event of a violation of these Terms or any relevant KeyNinja policy, your disparagement of KeyNinja or any of its affiliates, or your act or omission that causes harm to KeyNinja or its affiliates’ brand, reputation or business as determined by KeyNinja in its sole discretion. KeyNinja also retains the right to restrict you from using the KeyNinja Rider App for any other reason at the sole and reasonable discretion of KeyNinja.
12. Supply of services to others
12.1 These Terms do not prevent or restrict you from:
(a) being employed by, or otherwise engaged to perform services for, any entity;
(b) engaging in any activity for the purpose of obtaining income; or
(c) providing delivery services through any other delivery application.
13.1 Either party may terminate this agreement:
(a) without cause at any time on 7 days’ prior written notice to the other party;
(b) immediately, without notice, for any other party’s material breach of these Terms; or
(c) subject to the ipso facto laws provided for under the Corporations Act 2001 (Cth) immediately, without notice, in the event of the insolvency or bankruptcy of any other party, or upon such other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party.
13.2 KeyNinja may terminate this agreement, by providing you with 7 days’ prior written notice if your KeyNinja Rider App account has been inactive for more than 30 days.
13.3 Upon termination, you shall be entitled to invoice KeyNinja in respect of Services performed by you up to the termination date but you acknowledge you have no other right to any further or final payments in respect of termination.
13.4 Upon termination of these Terms, you shall deliver to KeyNinja all property belonging to KeyNinja which is in your possession or control.
14.1 This clause applies only to the maximum extent permitted by law and does not override any rights that you have pursuant to any applicable laws, including the Australian Consumer Law. KeyNinja and its affiliates (as applicable) provide, and you accept, the Services and KeyNinja Rider App on an “as is” and “as available” basis, and do not represent, warrant or guarantee that the Services or the KeyNinja Rider App will be uninterrupted or error free or will result in any requests for Services.
14.2 KeyNinja and its affiliates do not guarantee the availability of the Services or the KeyNinja Rider App. You acknowledge and agree that the Services or the KeyNinja Rider App may be unavailable at any time and for any reason (e.g. due to scheduled maintenance or network failure). Further, the Services or KeyNinja Rider App may be subject to limitations, delays and other problems inherent in the use of the internet and electronic communications and KeyNinja and its affiliates are not responsible for any delays, delivery, failures or other damages, liabilities or losses resulting from such problems.
15. Limitation of Liability
15.1 This clause applies only to the maximum extent permitted by law, and does not override any rights that you have pursuant to any applicable laws, including the Australian Consumer Law. KeyNinja and each of its affiliates shall not be liable under or related to these Terms for any of the following, whether based on contract, tort or otherwise, even if a party has been advised of the possibility of such damages:
(a) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or
(b) your property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage.
16.1 These Terms and any information provided by KeyNinja to you, which KeyNinja designates as confidential or which you should reasonably know should be treated as confidential, should be treated accordingly.
17.1 You may not assign or transfer any benefit conferred by these Terms, by operation of law or otherwise, without KeyNinja’s prior written consent. Any attempt by you to assign or transfer any benefit conferred by these Terms, without such consent, will be void and of no effect. KeyNinja may assign or novate these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
18. Governing Law
18.1 These Terms shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. You submit to the exclusive jurisdiction of the courts of Victoria, Australia and the Federal Court of Australia sitting in Victoria.
19. Waiver and Severability
19.1 The failure of KeyNinja to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of KeyNinja. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.