User Terms and Conditions – Ondway Delivery Ltd.
Last updated: December 17th, 2021.
This document (the “Terms”) sets out the terms and conditions on which we, Ondway Delivery Ltd. (“we”, “us” or “Ondway”), make our website www.ondway.delivery and Ondway mobile applications (together, the “Platform”) available to businesses and individuals who intend to use our Platform to reach independent couriers or to manage delivery operations (the “Users” or “you”).
These terms do not apply to independent couriers seeking to engage in delivery services through Ondway, whose access and use of the Platform is governed by the Courier Terms and Conditions – Ondway.
Please read these Terms very carefully before accessing and using the Platform. By accessing or using the Platform as a User, you agree to be bound by these Terms. If you do not agree to these Terms and fully accept its conditions, you may not access or use the Platform as a User.
If you have any questions regarding these Terms, please contact us and let us know: firstname.lastname@example.org
Ondway offers a digital platform that provides delivery solutions to empower businesses and individuals by connecting them to independent couriers (the “Couriers”) to optimize logistics and enable Couriers to execute the delivery of Users’ goods (the “Delivery”).
Our Platform was specially developed to help manage all your delivery needs, in a practical and optimized way.
Ondway, therefore, is not a staffing agency, recruiter, or human resources feature. We merely provide and make available our Platform to enable your interactions and transactions with Couriers and optimize your delivery operations.
Ondway Delivery Ltd. is a company incorporated in Ireland, with its registered office at 55 Ranelagh, St. Peters, Dublin 06, D06W0V5, ROI, and registration number 704500. Our VAT number is 3896917MH.
To access the Platform and reach Couriers willing to execute deliveries or manage your own delivery operations, you must create one of the following types of user account (“User Accounts”):
a) Corporate Account: if you want to use the Platform in an automated way, through integration via Application Programming Interface - API, and pay weekly invoices for the delivery solutions you retain, you should create a Corporate Account.
b) Personal Account: if you want to use the Platform in a non-automated way to request or schedule specific deliveries, by manually inserting the information required in the Platform and paying immediately, you should create a Personal Account.
In order to create a User Account, you must choose one type of User Account and register on the Platform following the instructions provided.
You will be asked to fill in your registration with certain personal and/or business information required in the Platform, such as the name of the user responsible for the User Account, e-mail, phone number, the company business name and address, company type, your estimated delivery orders, the number of locations the company owns and the online platform you use to sell your products, depending on whether you are registering as an individual or as a business.
Ondway reserves the right to request additional information or documentation, at any time and at our sole discretion, if we deem it necessary for creating your User Account.
In any case, you are required to provide true, accurate and complete information during the entire course of the registration of your User Account. You are also required to update such information according to any subsequent changes, which must take place through the features provided in the Platform.
If any information provided by you proves to be wrong, inaccurate, or incomplete, Ondway reserves the right to take whatever action it deems appropriate, including, but not limited to the suspension of your User Account and of your access to the Platform until the necessary information is provided in an adequate manner.
Keep in mind: in order to create a User Account and use our Platform, any User must be at least 18 years old.
Your User Account is non-transferable. You are entirely responsible for maintaining and safeguarding the confidentiality and the security of you login information, including your password.
If you are a business, you may only grant access to your User Account to officers, partners, directors, employees, and/or representatives of the company that are empowered to enter into a business agreement on its behalf. In any case, you must supervise the use of your User Account.
You are exclusively responsible and liable for all actions and uses attributed to your User Account on the Platform.
If you find or suspect that your User Account has irregularities or abnormalities, including but not limited to the password being changed or the User Account being logged in to or used by unauthorised individuals, you must notify Ondway immediately.
Depending on the type of your User Account, Ondway will allow you to choose between four delivery solutions available on the Platform (the “Delivery Solutions”), as set forth below:
In any case, you understand that Ondway may set a minimum and maximum distance for Deliveries, as presented to you on the Platform, and that Ondway may modify this distance range in the future, at our sole discretion.
When you contract one of our Delivery Solutions, Ondway will charge you a commission fee, as presented to you on the Platform (the “Service Fee”).
Depending on the Delivery Solution you contract and the type of your User Account, the Service Fee may be calculated differently, and based upon criteria that may include:
The applicable criteria may vary according to the Delivery Solution and in observation of the conditions established within the Platform.
We reserve the right to change the amounts and criteria used to calculate the Service Fee at any time without prior warning.
The tips collected are paid to the rider that completed the job.
All of our Service Fees will be priced in euro, and charges may include applicable taxes, inclusive of the Value Added Tax. You hereby agree that payment will occur through bank card only, and that it is your duty to register a valid, functioning, and updated bank card within our Platform.
It is your duty also to make sure that your billing information continues up-do-date, complete and correct during the entire period in which your User Account is active.
ALL PAYMENTS REGARDING THE DELIVERIES MUST BE TRANSFERED BY YOU TO ONDWAY EXCLUSIVELY THROUGH THE PLATFORM. BY REGISTERING, YOU AGREE THAT YOU MUST NOT PAY COURIERS DIRECTLY OR ADDITIONALLY FOR DELIVERY REQUESTS MADE ON THE PLATFORM, EXCEPT FOR ANY CUSTOMARY TIPS YOU ARE FREE TO OFFER THE COURIER.
IF YOU IDENTIFY OR BELIEVE THAT ANY USER OR RECIPIENT IS ATTEMPTING TO PAY COURIERS DIRECTLY OR ADDITIONALLY FOR DELIVERY REQUESTS MADE ON THE PLATFORM, EXCEPT FOR CUSTOMARY AND FREELY GIVEN TIPS, YOU SHOULD NOTIFY ONDWAY IMMEDIATELY.
If you intend to reach a Courier to execute a Delivery, you must make a request on the Platform. You must inform certain information, such as the address at which the product (the “Goods”) is to be collected, the delivery address, the name of the person who shall receive the Goods (the “Recipient”), the phone number of the Recipient, as well as choose a type of vehicle for the delivery, considering the size of the package that will be transported, as presented in the Platform.
After making your Delivery request, you must wait for a notification indicating that a Courier has accepted to execute the Delivery.
We reserve the right to change the type of vehicle if we consider that it is in the interest of your delivery to be faster.
Delivery of Goods
Once a Courier accepts the Delivery request, the Goods will be collected at the address informed on the Platform, at the indicated date and approximate time. You must promptly allow the Courier to collect the Goods, and provide adequate packaging, according to the size and nature of the Goods.
Once the courier collects the Goods, the Recipient will receive an SMS on the phone number informed on the Platform with a tracking link and Ondway Live Support Chat in case they need to arrange an alternative delivery.
Upon arrival, the courier will contact the Recipient to collect the Goods. The Recipient has 10 minutes to collect its Goods, otherwise, the Courier will leave them in a safe place at the Recipient's address.
Cancellation and Return of Goods.
Provided that a Courier has not yet picked up the Goods, you will be able to cancel the Delivery request with no additional cost.
After this time period, you may be charged a partial fee, as presented to you on the Platform.
If you cancel the Delivery request after a Courier has already collected the Goods, but before the Goods have been delivered, the Courier will return the Goods to the collection address and you will be charged an adjusted Service Fee, calculated in the same way as the original Delivery.
You will not be able to cancel a Delivery request on the Platform after the Goods have been delivered. In this case, please reach the Recipient directly.
If the Recipient refuses to accept the Goods for any reason and the Courier is not at fault, or if the Courier is unable to contact the Recipient at the delivery address, the Courier will return the Goods to the collection address or to a different address promptly indicated by you within the distance limit indicated on the Platform. The Service Fee of the return delivery will be calculated in the same way as the original Delivery.
In instances where there are either no Couriers available in your area, due to whichever reason, or by any cause or event beyond our reasonable control, including without limitation an act of God, governmental act, war, fire, flood, earthquake, explosion, epidemic or pandemic, strikes, or civil commotion (“Force Majeure Event”), Ondway reserves the right to promptly cancel your Delivery requests. If a payment has already occurred, Ondway will refund you through the method of payment with which you chose to register on the Platform. If not, Ondway reserves the right to halt the Delivery requests by your User Account and disable Ondway’s delivery operations in the afore mentioned area, for the time necessary to re-establish Couriers’ availability and/or remediate Force Majeure Event, after contacting you via e-mail or on the Platform.
When registering to the Platform you acknowledge and accept that you will be evaluated, based on your general good practices towards Couriers, using specific performance metrics. Couriers will be able to give you feedback based on the experience they had with you and on your performance.
You may also leave feedback on the Platform, based on your experience with the Courier.
When using the Platform, you must comply with these Terms and all applicable laws, regulations, and rules. You may only use the Platform for lawful purposes and for the purposes for which it was intended as referenced in these Terms. You must not misuse the Platform or attempt to defraud us, the Couriers, the Recipients or any third party.
You are responsible for obtaining the network access necessary to use the Platform and for any rates and fees from your network provider, including for data consumption while using the Platform. You are also responsible for accessing compatible devices and operating systems necessary to use the Platform. We cannot guarantee your devices and operating systems are compatible with the Platform.
In the event of any third-party request, loss, liability, proposition, or expense (including lawyer's fees) brought against Ondway arising from or relating to your usage of the Platform, you agree to compensate Ondway, its directors, employees, agents, partners, and other licensed persons.
Also, you must refrain from:
Ondway reserves the right to remove and/or suspend any message or reviews with illegal or offensive content without the need for notification.
If you have opted to make use of our Delivery Solutions in addition to your own delivery fleet, you bear exclusive responsibility in regard to your fleet. In addition, you have the duty to explain to your staff how to properly utilize the Platform, as well as to obtain their permission as to authorize their registration within the Platform and the management of data that pertains to them.
Moreover, you are obliged to comply with the following requirements:
Ondway reserves the right to manage any prospective incompliances in whichever way we see fit, including charging a penalty fee of [•] percent of the Service Fees owed by you over the previous [•] months (“Penalty Fee”) or, in certain cases, temporarily suspending you from the Platform or bringing forth the definite termination of your User Account, unilaterally and with no need for prior notification.
ONDWAY DOES NOT GUARANTEE THE CONTINUED AVAILABILITY OF THE PLAFORM OR ITS ACCESSIBILITY, CONTENT, OR SERVICES. THE CONTENT AND SERVICES OF THE PLATFORM ARE PROVIDED ON AN 'AS IS' BASIS. YOU, AS THE USER, BEAR ALL RESPONSIBILITIES FOR THE OPERATION OF THE PLATFORM AND ANY WEBSITE LINKED TO IT.
Additionally, Ondway shall not be liable to you, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for any:
Ondway will aim towards best connecting you to a Courier within your geographical area who is willing to execute the Delivery you have requested. Nonetheless, it is possible that there will be no Couriers available at the time of your demand. Being that as it is, you understand that Ondway is in no way responsible for the possible inactivity of Couriers at that specific location and period of time and any loss of profit that may occur as consequence.
You are solely liable to Ondway, Couriers, Recipients and third parties for any loss, injury, or damage you cause by your actions or inactions or by any breach of these Terms.
You agree to defend, indemnify, and hold harmless Ondway, its parent companies, subsidiaries, affiliates and their respective directors, officers, employees, and agents from and against all claims and expenses, including attorneys’ fees, arising out of, or related to any products or services provided by you in connection with the Platform, or any use of the Platform in violation of these Terms.
To the extent permitted under applicable laws, you hereby release Ondway from any and all claims or liability related to any action or inaction by you, including your failure to comply with applicable law and/or failure to abide by these Terms, and any conduct or speech, whether online or offline, of any other User, Courier, or Recipient.
Ondway is not deemed to have editorial responsibility, and it expressly states that it does not identify with any opinions that may be issued by you, Couriers, or other Users whose consequences are the sole responsibility of their respective issuers. You are solely responsible for your interactions with Couriers, Recipients, and other Users.
If Ondway is found liable to you, its total aggregate liability is limited to the amount paid by you, the User, as Service Fee for the Delivery in relation to which Ondway was found liable. IN NO EVENT WILL ONDWAY’S AGGREGATE LIABILITY TO YOU OR ANY OTHER USER UNDER THESE TERMS EXCEED THE TOTAL AMOUNT OF THE SERVICE FEE PAID BY YOU FOR THE DELIVERY IN RELATION TO WHICH ONDWAY WAS FOUND LIABLE.
Ondway reserves the right to investigate and take appropriate legal action against anyone who we believe may have violated these Terms, including, without limitation, reporting you to appropriate law enforcement authorities.
You, in the capacity of a User, are solely liable for the quality of the Goods you produce, offer, provide, or make available for delivery. If the Goods are damaged in any way, you shall be liable for, and compensate Ondway, the Courier and/or a third party for any harm or loss, with the exception of when the foregoing are due to fault of the Courier or a Force Majeure Event.
All texts, images, music, videos, animations, trademarks, patterns, charts, visual interfaces, and code, including but not limited to the ideas, design, structure, look-and-feel, expression, and display of all content in the Platform(the “Intellectual Property”), are legally owned, controlled, or legitimately authorized to be used by Ondway. You shall not use the Intellectual Property for any purpose not expressly set out in these Terms, in any way, without Ondway's prior written consent.
You agree not to modify, copy, reverse engineer, decompile, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell or re-sell any Intellectual Property, information, or any content obtained from and through the Platform.
Authorising you or any User to access the Platform does not imply the waiver, transfer, licensing or full or partial assignment by Ondway of any Intellectual Property rights.
By uploading, commenting, or otherwise making available any material, information, or content to the Platform, you expressly grant or warrant that the intellectual property rights holder has expressly granted Ondway the royalty-free, perpetual, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, and distribute such material, information, or content.
You must not upload, comment, or otherwise make available on the Platform any material protected by copyright, trademark, or other proprietary rights without the express permission of the respective intellectual property rights holder.
If you infringe Ondway’s or a third-party’s intellectual property rights, Ondway reserves the right to terminate your User Account.
Every information shared with you, direct or indirectly, due to the Delivery, in the Platform or any other means, by Ondway, the Couriers or any third party, is strictly confidential. You shall keep such information confidential and not disclose it, directly or indirectly, to any third party, or use it in any way that is not necessary for the Delivery.
For the purposes of these Terms, confidential information does not include information that (a) was previously known by you, without any obligation of confidentiality; (b) was lawfully disclosed by a third party to you without any obligation of confidentiality; or (c) is or becomes available to the general public without any breach of confidentiality obligations.
If you have a Corporate Account, you may, at any time, terminate your User Account by notifying Ondway with fifteen (15) days’ notice, through the procedure available on the Platform. After this period, your Corporate Account will be deleted, and your usage of the Platform will be interrupted, provided that you have no pending payments or obligations of any kind owed to Ondway or to any Courier. If you have any pending payments or obligations, your Corporate Account will only be deleted after you properly conclude your debts.
In case you have a Personal Account, you can terminate your Account at any time, by notifying Ondway on the Platform. Your Personal Account will then be deleted, and your usage of the Platform will be interrupted.
However, you shall not deactivate your User Account during any ongoing or programmed Delivery processes. If you do so, we reserve the right to investigate if this action led to any material loss or damage to the Courier or the Platform and may charge you a Penalty Fee if one is detected.
We have the right to terminate these Terms and delete your User Account at any time if we suspect that you have breached these Terms, regardless of prior notification. In this case, you acknowledge that Ondway may charge you a Penalty Fee.
In the case of termination of your User Account, for any reason, you forfeit any rights, obligations or liability acquired in consequence of your previous acceptance of these Terms.
If any provision of this agreement is found to be illegal, void, invalid or unenforceable, in whole or in part, in any respect, the remaining provisions of these Terms will remain operative and in full force and effect and will not be affected, prejudiced, or disturbed thereby.
If Ondway fails to uphold or demand the strict execution of these Terms, this should not be deemed as a waiver or modification of any rights pertaining to the execution of these Terms, or the Terms themselves.
Ondway reserves the right, at our sole discretion, to alter, update or replace any part of these Terms without any prior notice. When we publish an updated version of these Terms, we will inform you by e-mail and/or on the Platform chat channel. If you do not agree with any of the amended Terms, please do not access or use Ondway. Nonetheless, your continued use of or access to the Platform following any amendments or changes to these Terms will be deemed as and constitute acceptance of such amended or changed Terms.
Any dispute or controversy that may arise between you and Ondwayout of or in relation to these Terms or the Platformshall be governed by the laws of the Republic of Ireland, regardless of principles of conflicts of laws, and submitted to the exclusive jurisdiction of the courts of Dublin, Ireland.
You agree to waive any jurisdictional, venue or inconvenient forum defences for purposes of resolving disputes hereunder.