W3ME Platform Terms of Service
Document version: 1.1 · Version date: 28 October 2026
Master Agreement
Each document in the W3ME legal pack carries its own version number and its own date, and is accepted separately. Changing one does not re-version the others.
1. This agreement
1.1 W3ME is a freight operations platform. These terms are the Master Agreement that governs your use of it, everywhere it is offered.
1.2 “You“ means the business that creates a workspace on the platform. Your workspace is your private area of W3ME: your jobs, your people, your customers, your records.
1.3 Who you contract with. Your agreement is with the W3ME entity for your region.
Region
Contracting entity
Australia
W3ME Pty Ltd (ABN 35 683 322 803)
In these terms, “we“, “us“ and “our“ mean the entity in the row for your region. Your region is set by the country recorded on your workspace when it is created.
1.4 Schedules. This Master Agreement is read together with the Schedule for your region. A Schedule sets the things that differ by country: the contracting entity, the currency, the tax treatment, the consumer-protection overlay, the payment methods available, the liability cap floor, the governing law, and where your data is held.
Schedule
Applies to
Schedule AU
Workspaces with a country of Australia
W3ME is currently offered in Australia only. When we open another country, it gets its own Schedule, and that Schedule, not this one, governs it.
1.5 The documents that form this agreement.
Document
Covers
This Master Agreement
Using the platform
Schedule for your region
Everything country-specific
W3ME Network Trading Terms
Exchanging work with another operator
W3ME Payment Authority
The payment method you keep on file, and what can be debited from it
W3ME Network Directory Disclosure
What other operators can see about you
1.6 Order of precedence. If these documents conflict:
the Schedule for your region, on anything it covers;
the Payment Authority, on what may be debited;
the Network Trading Terms, on network trading;
this Master Agreement, on everything else.
1.7 The Privacy Policy is referenced, not incorporated: deliberately. The W3ME Privacy Policy describes how we handle personal information. It is not a contractual document and does not form part of this agreement. It is our published statement of practice, and it is governed by privacy law rather than by contract. What this agreement commits us to is clause 16: that we will comply with the privacy law of your region, and that the Privacy Policy will accurately describe what we do.
This is not a way of avoiding the obligation. It is the opposite: privacy duties are statutory, they are owed to the individuals concerned rather than only to you, and a regulator enforces them. Turning a technical description into a contractual warranty would add nothing for you and would make every operational detail a potential breach of contract.
2. Accepting these terms
2.1 You accept these terms when you create a workspace, or when you accept an invitation to one as its owner. If you act for a business, you confirm you are authorised to bind it.
2.2 Versions are recorded. Each document in clause 1.5 carries its own version number. We record which version of each document you accepted, and when. You may request that record at any time.
2.3 Changes. If we change a document, we will email the address on your account at least 30 days before the new version takes effect. Where a change is required by law or is needed urgently for security, we will give as much notice as we reasonably can.
2.4 Continuing to use W3ME after a new version takes effect accepts it. If you do not accept it, you may close your account under clause 11 before it takes effect. You will not be charged for any period after closure.
2.4a Who may accept a new version, and what happens to everyone else. An updated document is accepted by an owner or an administrator of your workspace. One of them accepting binds the business; your staff do not each accept separately.
When you first create a workspace, the person creating it accepts on the business’s behalf under clause 2.1: that is unchanged by this clause.
When a document is later updated, we ask an owner or administrator to review it. Everyone else keeps working. A driver or a coordinator sees a note that an administrator needs to review updated terms, and nothing they do is stopped by it.
We ask about the document that changed, and only that one. A change to one document never re-presents the rest of the pack for acceptance.
2.5 Every published version of every document remains available.
3. Your account
3.1 You must provide accurate registration details and keep them current: your business name, your business identifier, and the email address we use to reach you. The identifier scheme for your region is set out in your Schedule.
3.2 You are responsible for all activity in your workspace, including activity by your staff, drivers, contractors and anyone else you grant access to.
3.3 You must:
keep login credentials confidential and not share a login between people;
give each person their own account;
remove access promptly when someone leaves; and
notify us as soon as you suspect an account has been compromised.
3.4 The workspace owner, the person who created it, or who has since been made owner, can add and remove people, change settings, and close the account. Notify us if ownership of your business changes so we can transfer the workspace owner correctly.
3.5 We act on instructions given through your workspace by any authenticated user. We cannot distinguish an authorised instruction from an unauthorised one made with valid credentials.
3.6 Who is agreeing. You must be operating a genuine transport or freight business. The individual who accepts these terms warrants that they are at least 18 and have the legal capacity and the authority to bind the business they are accepting for. Every person you give access to must also be at least 18: W3ME is a workplace tool and is not for children (see clause 20 of the Privacy Policy).
3.7 A valid payment method on file is a condition of your account. See clause 7.
4. What the platform does
4.1 W3ME is a system of record for freight work: jobs, runs, drivers, vehicles, customers, rates, proof of delivery, and the history of what happened.
4.2 W3ME also suggests: how to plan a day, which driver suits a job, and when work may be worth sending to or taking from another operator on the network.
4.3 Suggestions are advice. Your people decide. This is a design rule, not a disclaimer:
W3ME does not dispatch a job by itself.
W3ME does not set or change the priority you have assigned to a job or a customer.
Nothing is allocated, accepted, offered or sent without an act by a person in your business.
One exception, for workspaces with a single driver. Where your workspace has only one person who performs work, there is no choice to make about who does a job. In that case, when a person in your business creates a job, the platform places it on that driver’s day and sends it to their phone, as part of the same act. If the placement is refused (for example by a licence or capacity check), the job stays created and unallocated. Once your workspace has a second driver, this stops and every allocation is again a person’s decision. Nothing about the network changes: no network work is ever sent or accepted by itself.
Outside that exception, if the platform behaves otherwise, that is a fault. Report it.
4.4 You remain responsible for your operations: compliance with transport law, fatigue management, licensing, load restraint, mass and dimension limits, dangerous goods, and the safety of your people. W3ME is a tool for running your business. It is not your compliance system and it is not your safety system.
4.5 Mapping, routing, address lookup and traffic figures are estimates, and depend on data we do not control.
5. AI features
5.1 Parts of the platform use artificial intelligence. An outside AI provider is used for five things, and no others: the in-product operations assistant, the customer front desk (AI Pro, clause 6.3a) where you choose it, a text-rewording pass that strips names and contact details from text crossing between operators on the network, an internal support assistant we use to run the platform, and reading a credential document you upload to pull out its details. The provider is named in the Privacy Policy, which sets out the same five at clause 6.6.
5.1a W3ME also makes suggestions of its own: how to plan a day, which driver suits a job, when work is worth sending out or taking on. Those are produced by our own models, not sent to the outside AI provider. Clause 4.3 governs them: they are advice, and your people decide.
5.1b Bring your own key. If you connect your own AI provider key, the operations assistant and the customer front desk send their requests under your key, to the provider that issued it, on your own agreement with that provider. Clause 5.3 then holds only as far as that agreement does, and that provider’s handling of the requests is governed by your agreement with it, not by ours. The other three uses in clause 5.1 always run on ours.
5.2 AI output is advisory. It can be wrong, incomplete or out of date. Verify anything material before acting on it.
5.3 Model providers do not train on your data. We do not permit the AI provider named in the Privacy Policy to train on anything you put into the platform.
5.4 Our own models: on by default, and you can switch it off whenever you like. Separately from clause 5.3, your workspace contributes de-identified operating data to improving W3ME’s own models from the day it is created. We are telling you plainly rather than leaving it to be discovered:
It is on by default. You do not have to do anything for it to be on.
You can switch it off at any time, in Settings, in one act, and it takes effect immediately.
What is contributed is de-identified, always. There is no option that shares raw or identifiable data, and we do not offer one.
Nothing about your day changes either way. The setting does not affect what the platform does for you, what it suggests, or what you are charged.
We tell you this at signup, on the same screen as the network directory disclosure, and not only here. This is the same right clause 13.1 reserves and clause 14.4 describes: the data licence in clause 13.2 covers it, and the Privacy Policy sets out the detail at clause 6.7.
6. Plans and price
6.1 Our prices are published. W3ME is priced per job. You choose how many jobs you expect to run each month, your monthly volume, in steps of 110 jobs, at any size, with no ceiling. Every price in this clause is in Australian dollars and excludes GST. The price list is here and on our plans page at w3me.au/plans, and the two always say the same thing. You choose and change everything yourself, in Your W3ME plan in Settings.
What is charged:
your monthly volume, at the price per job in clause 6.2;
jobs beyond your volume (clause 6.2);
each depot after your first (clause 6.3); and
AI Pro, if you choose it (clause 6.3a).
Vehicles and users are unlimited, at no charge, except on the Owner Driver tier (clause 6.1a).
6.1a The Owner Driver tier. The “Owner Driver tier“ is a monthly volume of 110 jobs at $0. It is $0 while your current public liability insurance is on file with us: the same policy that meets the network floor (Network Trading Terms clause 1A). A new workspace starts on it.
If that insurance is not on file on a billing day, never supplied, or past the day before its expiry (Network Trading Terms clause 1A.5), that cycle’s 110 jobs are charged at the price in clause 6.2: $1.65 a job, $181.50 a month, ex-GST. The $0 price returns from the first billing day on which it is on file again.
Everything else in this clause applies to the Owner Driver tier as it does to any workspace: jobs beyond 110, a second depot and AI Pro are charged as published. You still keep a payment method on file (clause 7.1). Choosing a volume above 110 moves your workspace off the tier, under clause 6.5.
The Owner Driver tier is one vehicle and up to five users, and it is billed monthly only: it cannot be paid yearly (clause 6.2a).
No documents are asked for when you sign up. The insurance is supplied through the Setup step in your workspace after you first sign in (Network Trading Terms clause 1A.4), and the one policy, sighted once, does both jobs: it sets the Owner Driver price, and it opens network work.
6.2 The price per job. Your whole monthly volume is priced at one rate, the rate for the volume you choose:
Your monthly volume
Per job, paid monthly (ex-GST)
Per job, paid yearly (ex-GST)
Up to 220 jobs
$1.65
$1.40
221 to 550 jobs
$1.45
$1.23
551 to 1,100 jobs
$1.25
$1.06
1,101 jobs and up
$1.10
$0.94
Your monthly bill is your volume times its rate. So 330 jobs a month is 330 × $1.45 = $478.50 a month, ex-GST; paid yearly, it is 330 × $1.23 × 12 = $4,870.80 a year, ex-GST.
Jobs beyond your volume are $2.50 each, ex-GST, billed in arrears at the end of the billing month, on your next invoice. Nothing is refused because you went over: the work goes ahead.
6.2a Paying yearly. Except on the Owner Driver tier, you can pay for 12 months up front, at the yearly price per job in clauses 6.2 and 6.3a. Jobs beyond your volume and depots after your first are still billed monthly, on your billing day. You can move from yearly to monthly in Your W3ME plan before your yearly renewal, and the change takes effect at the renewal.
6.3 Depots. Your first depot is included. Each further depot is $165 a month, ex-GST. A depot you add part-way through a billing month is charged for the rest of that month at once, pro-rated, and is on each monthly invoice after that. A depot you remove stays paid for until your next billing day; we do not refund or credit the rest of that month.
6.3a AI.
The operations assistant is included in every workspace, the Owner Driver tier too: your operations PA and advisor inside W3ME (clause 5). Fair use is about 100 conversations a day per workspace. Past that, its answers are slowed, not stopped.
AI Pro adds the customer front desk: on your behalf, it takes your customers’ bookings by email and chat, answers their questions about a job’s status, and takes their service requests (clause 5.1). It is $0.25 a job of your monthly volume, ex-GST ($0.21 paid yearly), on top of the price in clause 6.2. At 330 jobs a month that is $82.50 a month, ex-GST.
Bring your own key. If you connect your own AI provider key (clause 5.1b), AI Pro has no per-job charge.
AI used to set up your workspace is charged. For each record the assistant creates for you during setup, it is $0.25 a job and $0.05 a client, site or vehicle, ex-GST, billed in arrears on your next invoice. Under your own AI key (clause 5.1b) it is nil.
6.4 When you are charged.
Your first invoice is charged to your card when your workspace setup completes. Nothing is charged before then.
That day becomes your billing day. Paying monthly, you are charged on it every month (or on the last day of a month that does not have it). Paying yearly, your volume and AI Pro are charged on it once a year, and anything billed monthly is charged on it every month.
Each invoice carries two kinds of line: for the cycle ahead, your volume, AI Pro if you have chosen it, and depots after your first; and for the month just gone, jobs beyond your volume.
6.5 Changing your volume. You change it in Your W3ME plan in Settings, in steps of 110 jobs.
Up, part-way through a cycle: you pay at once the difference between the price of your new volume and your current one, pro-rated for the rest of the cycle, and the new volume is live as soon as that payment clears. If the new volume falls in a lower rate band, that rate applies to the whole new volume from then on. From your next billing day it is on your normal invoice.
Down: the change takes effect at your next renewal, your next billing day, or on a yearly plan your yearly renewal. Until then you keep, and have paid for, the volume you have. We do not refund or credit the rest of a cycle you have already paid for.
6.5a 14-day money-back. If W3ME is not for you, email [email protected] within 14 days of your first invoice and we will refund that invoice in full. You do not have to give a reason. A refund does not close your account on its own; tell us in the same email if you want it closed (clause 11). The money-back applies to your first invoice only: on a yearly plan, that is the year you paid for.
6.6 Changes to price. We change a price only by updating this clause and the plans page, with 30 days notice under clause 2.3. A new price applies from your first billing day after the notice period ends. A year you have already paid for is not re-priced.
6.7 Tax. Amounts we quote, publish, invoice or debit are exclusive of tax unless stated otherwise. Tax is added as the law of your region requires. Your Schedule sets the tax treatment. Prices in this clause are in Australian dollars.
6.8 This clause governs platform fees only. Amounts arising from network trades are governed by the Network Trading Terms.
7. Payment method and billing
7.1 A valid payment method on file is a condition of the platform, for every workspace, including on the Owner Driver tier. You must keep a valid method on file for as long as your account is open.
7.2 The methods available in your region are set out in your Schedule. Platform bills are paid by card only. Bank direct debit, where your Schedule offers it, is for network trade statements.
7.3 Two kinds of bill, collected two ways.
A platform bill (a platform fee under clause 6) is charged to your card when we issue it: on your billing day, or when you raise your volume or add a depot (clauses 6.3, 6.4 and 6.5). By accepting this agreement you authorise that charge. There is no due date to pay it another way, and we do not offer bank transfer for platform bills. An invoice of $0 is not charged.
A network trade statement is issued with a due date. Any amount properly invoiced and unpaid at its due date is debited from your nominated payment method, under the Payment Authority.
It reaches only what WE invoice. A network trade statement is a statement we issue, which happens only where we are in the middle of the trade. On a direct trade the two operators invoice and pay each other, we issue nothing, and nothing of theirs is ever debited: Network Trading Terms clauses 3.2 and 6.0.
7.4 For a network trade statement, the statement is the notice. It states the amount, the tax, the due date, and how to pay another way. We do not send a further warning before debiting; the statement is the warning, and you have until the due date to act on it. A platform bill states the amount and the tax, and is charged when issued (clause 7.3).
7.5 Network trade statements: pay before the due date and nothing is debited. If you pay a network trade statement by bank transfer, or by any other method we accept, before the due date, the automatic debit does not run. This clause does not apply to platform bills, which are charged to your card when issued.
7.6 What can be collected is limited, and the limits are contractual. From a network trade statement we may debit only an amount that is properly invoiced, due, and not in dispute; the full scope is in the Payment Authority, which you accept separately and which covers network trade statements only. To your card for a platform bill we may charge only the amount of an issued platform bill and the tax on it. Under neither may we take interest, collection costs, or any amount not on an issued bill or statement.
7.7 Disputes: one door, whatever the invoice. An amount properly in dispute is not debited while the dispute is open. To dispute anything we have invoiced you, email [email protected], setting out what is wrong. That is the same address for a platform invoice and for a network trade statement, and you do not have to work out which is which. What happens after that differs: a network trade statement is resolved through clause 8 of the Network Trading Terms, which we run for you; a platform invoice is dealt with under clause 25 of this agreement.
Before the due date, or after the money has gone: both count. For a network trade statement, a dispute raised before the due date prevents the debit, and a dispute raised after the debit is still valid for the whole of the 8-week window from the statement date. A platform bill is charged when issued, so a dispute about one is always raised after the charge. It is no less valid for that. If any dispute succeeds, we put it right by refund, credit or adjustment. Paying, being charged or being debited is not agreement that an amount was correct.
7.8 Failed debits. If your payment method fails or expires, we will ask you to update it. A failed debit does not extinguish the debt, and does not on its own put you in breach, but not having a valid method on file does, under clause 7.1.
7.9 Interest: not charged today. We do not currently charge interest on an overdue amount. We may introduce it, at the rate set in your Schedule, and we will give you 30 days notice under clause 2.3 before it applies to you. Interest is never taken by automatic debit: it would be invoiced.
7.10 If an amount stays unpaid. This clause sets out exactly what happens, in order, so there is no surprise in it. What changes depends on which kind of bill is unpaid; what never changes is set out in clause 7.10.4.
7.10.1 The sequence.
A platform bill is charged to your card on issue (clause 7.3). For a network trade statement, its due date is the grace period, there is no separate grace window on top of it, and if it is unpaid at the due date, we debit your nominated method.
If the payment fails, you get a week. From the first failed payment we retry over the following 7 days, and throughout that week your workspace keeps working in full and shows a prominent warning naming the amount and saying exactly what happens if it is not paid. You will not be able to miss it. A failed payment is not a breach: clause 7.8 stands.
Only at the end of that week, if the amount is still unpaid, does anything change.
7.10.2 An unpaid platform bill, day 7: new work pauses until the card is updated. From the end of the week:
you cannot create new bookings or jobs;
you cannot plan the day: allocating, posting a plan or accepting a planned run; and
you cannot take on or send out new network work.
Your drivers finish the work already on their phones, and their proof of delivery still lands. You can still read every record.
7.10.3 Still unpaid at day 14: read-only. Seven days after that pause, if the platform bill is still unpaid, your workspace becomes read-only: you cannot add anything new to it, jobs, runs, imports, customers, addresses, vehicles, users or network work. You can still read everything and export your data. Work already under way is still finished: drivers’ updates, proof of delivery and forms still land, and you can still invoice your customers for work already done.
7.10.3a An unpaid network trade statement on its own is narrower. At the end of the week you cannot create new jobs, and you cannot take on or send out new network work. Nothing else pauses, and it never becomes read-only.
7.10.4 What never stops. This is the important half:
You keep access to your workspace and all of your records. We do not lock you out. We do not hide your data from you.
Jobs already under way run to completion. Nothing in flight is cancelled or frozen.
Your drivers finish their day. A driver mid-delivery notices nothing.
You can always pay, always update your payment method, and always export your data (clause 13.6). We never withhold your records over money.
7.10.5 It reopens by itself, at once. The moment the payment clears, and a valid payment method is on file, everything that paused reopens. You do not have to ask us, and we do not hold a reinstatement over you.
7.10.6 Disputed amounts never trigger any of this. An amount properly in dispute is not overdue while the dispute is open (clause 7.7), so it never reaches step 3.
7.10.7 The same applies if you have no payment method at all. Holding a valid method is a condition of your account (clause 7.1). If you have none, we will tell you and ask you to add one. A bill that falls due with nothing to charge is treated as a payment that failed on its due date, and the rest of this clause applies from there, including everything in 7.10.4.
8. The network
8.1 W3ME includes a freight network through which operators using the platform exchange work with each other.
8.2 Network participation is on by default. What that means, what is visible to whom, how you pause it and how you leave it are in the Network Trading Terms and the Network Directory Disclosure.
8.3 Nothing of yours leaves your workspace without an act by your business. Every job you share is a separate decision.
9. Acceptable use
9.1 Use W3ME to operate a lawful freight business. You must not:
use W3ME for anything unlawful, or to move goods you are not lawfully entitled to move;
misrepresent yourself or your business: your name, your identifier, your insurance, your accreditations, or your capacity;
scrape, harvest, copy or bulk-extract data from the platform, including the network directory, by automated means;
resell, sublicense, white-label or on-supply access to W3ME, or use a single workspace to run separate businesses that should each hold their own;
interfere with the platform: no penetration testing without our written permission, no attempt to bypass access controls or the separation between workspaces, no probing, no denial-of-service, no circumvention of rate limits or allowances;
reverse engineer, decompile or copy the platform, except where a law permits it and we cannot contract out of that law;
upload malicious code, or anything designed to damage or disrupt;
harass, threaten, defame or abuse anyone, including other operators, drivers, our staff, or your customers;
use another operator’s contact details obtained through the network for any purpose other than the job that connected you: no marketing lists, no unsolicited approaches, no on-selling;
use the platform to build a competing product, or to benchmark it for a competitor, without our written permission.
9.2 You must ensure everyone you grant access to complies with clause 9.1.
9.3 Report any breach of this clause to [email protected].
10. Suspension
10.1 Money is not a suspension ground. Non-payment, and having no payment method on file, are dealt with only under clause 7.10: new work pauses, and you never lose access to your records. This clause is about everything else.
10.2 We may suspend your access, in whole or in part, if:
we reasonably believe you have breached clause 9;
we reasonably believe your account has been compromised;
there is a security or operational emergency; or
the law requires it.
10.3 Unless the law prevents it, or notice would worsen a security problem, we will notify you before suspending, state the reason, and state what would resolve it. Otherwise we notify you as soon as practicable afterwards.
10.4 Suspension does not delete your data.
10.5 If we suspend you in error, we will restore access promptly and credit any fees for the suspended period.
11. Termination by you
11.1 You may close your account at any time by emailing [email protected]. We will confirm, and closure takes effect at the end of your current billing period, or immediately if no fees apply to you. We do not require a reason and we will not put you through a retention process.
11.2 Closing your account does not extinguish amounts already owed, or obligations under a network trade already accepted.
12. Termination by us
12.1 We may terminate this agreement on 60 days written notice, for any reason.
12.2 We may terminate immediately if:
you materially breach this agreement and, where the breach is capable of remedy, fail to remedy it within 14 days of written notice;
you breach clause 9 in a manner that is serious, unlawful, or dangerous to other users;
you become insolvent, enter administration or liquidation, or an equivalent event occurs; or
the law requires it.
12.3 If we withdraw W3ME entirely, we will give at least 90 days notice and assist you in exporting your data.
12.4 On termination, your right to use the platform ends, amounts owing become payable, and clauses 13, 14, 15, 19, 20, 21, 22 (indemnity), 23, 25 (disputes), 27 and 28 survive.
13. Your data
13.1 Your data is yours. Everything you and your people put into your workspace remains yours. We claim no rights over it beyond what is needed to operate the service, and two named things we state rather than leave implied: de-identified model improvement under clause 5.4, and the aggregated and de-identified statistics described at clause 14.4. Neither gives us a right over your data in identifiable form, and clause 5.4’s can be switched off in one act.
13.2 You grant us a licence to host, store, copy, transmit, display and process your data to provide W3ME to you, and for the purposes set out in the Privacy Policy. The licence ends when your data is deleted, except for backups and records we are required to retain.
13.3 You are responsible for holding the rights necessary to give us the data you give us, including your customers’ and your drivers’ details.
13.4 Export. While your account is open you can export your job data from the platform. For a fuller export, ask us; we will provide it in a common machine-readable format within a reasonable time.
13.5 After termination: two classes of data, two retention periods.
Delivery evidence, proof of delivery, photographs, signatures and scan events, is retained for 7 years from the date of the event it records, and is then deleted or de-identified. It is kept that long because it substantiates your income and your disputes for as long as your own tax and commercial record-keeping obligations run.
Everything else in your workspace is retained for 90 days after termination, so you can reverse a closure and so any outstanding amount can be settled, and is then deleted or de-identified.
Both periods are subject to:
records we are required to retain for longer by law;
records we place under a legal hold on written request, from you or from a person entitled by law to require it, which are kept until the hold is lifted; and
backups, which expire on their normal cycle.
The same two-class scheme is set out in the Privacy Policy, with the detail.
13.6 Your export on the way out. On termination you may request a complete export of your workspace data. We provide it as a download link, and:
you may request it at any time during the 90-day period in clause 13.5;
we provide the link within 10 business days of the request; and
the link remains valid for 30 days from the day we provide it.
We do not charge for the export, and we do not make it conditional on anything you owe us being settled first.
13.7 We do not sell your data. We do not disclose it to other operators except as the Network Trading Terms and the Network Directory Disclosure describe.
14. Our platform
14.1 We own W3ME: the software, interfaces, models, documentation, name, logo and everything else comprising the platform, or we licence it. Nothing in this agreement transfers any of it.
14.2 We grant you a non-exclusive, non-transferable, revocable licence to use W3ME for your own business, for the term of this agreement and subject to your compliance with it.
14.3 Feedback. We may use suggestions you give us for improving W3ME freely and without obligation. This grants us no rights over your data.
14.4 Aggregated and de-identified information. We may produce statistics and insights from platform-wide usage, and may use and publish them, but only in a form that cannot reasonably identify you, your customers or your counterparties, and never in a form that reveals your rates, your margins or who you trade with. This is a different thing from clause 5.4: 5.4 is about improving our models and can be switched off; this is about aggregate statistics, which by definition describe no one workspace. Both are described in the Privacy Policy at clauses 6.5 and 6.7.
15. Confidentiality
15.1 Neither party will disclose the other’s confidential information except to people who need it and are bound to keep it confidential, or where the law requires disclosure.
15.2 Your rates, customer list, margins and trading relationships are your confidential information.
15.3 This clause continues for 3 years after termination, and indefinitely for information that is also personal information or a trade secret.
16. Privacy
16.1 We will comply with the privacy law of your region, identified in your Schedule, in handling personal information you or your people provide.
16.2 Our practices are described in the W3ME Privacy Policy. As clause 1.7 explains, that document is referenced rather than incorporated: it is our published statement of practice, not a schedule of contractual warranties. We commit that it will accurately describe what we do, and we will keep it current.
16.3 Service providers who process personal information for us are listed in the Privacy Policy by name, function and location. If we add one, we update that list, and where the change is material we notify you under clause 2.3.
16.4 Where you provide personal information about other people, you confirm you are entitled to do so and that those people have received any notice they are owed.
16.5 Your data is held in the location set out in your Schedule. Some service providers operate from other countries; the Privacy Policy identifies which.
17. Mail we send on your behalf
17.1 Some mail the platform sends to your customers, carriers and consignees is sent as you: from your business name, at your address or your verified domain, with replies directed to you, and a footer stating that W3ME sent it on your behalf.
17.2 You appoint us as your sending agent for those messages, and for nothing else. You remain the sender at law. We do not determine who they go to, what they say, or when they are sent.
17.3 You remain responsible for consent and compliance where we send on your behalf: for holding the right to contact each recipient and for complying with the electronic messaging law of your region, which your Schedule identifies.
17.3a Unsubscribe, and what it does and does not cover. We provide a working unsubscribe on marketing and other commercial messages we send as you, and you must honour an unsubscribe and must not send a further marketing message to a recipient who has opted out.
An unsubscribe does not switch off operational transport notifications. A delivery ETA, a proof-of-delivery notice, a failed-delivery message or a booking confirmation is how the freight job gets done, and it goes to the person who needs to know regardless of a marketing preference. If a recipient does not want operational messages either, they take that up with you: it is your job and your customer.
17.4 Mail we send to you, invitations, password resets, invoices, statements, account alerts, is sent from us, in our name. This clause does not apply to it.
17.5 We may publish separate sending-agent terms covering this arrangement in more detail. If we do, they form part of this agreement and are notified under clause 2.3.
18. Availability and support
18.1 We aim to keep W3ME available and functioning. We do not commit to a specific uptime percentage, and this agreement contains no service level agreement.
18.2 We schedule planned maintenance outside business hours in your region where practicable, and give notice in the platform where the work will interrupt you.
18.3 Support is by email at [email protected]. We aim to respond within one business day. Mark anything that is stopping you working as urgent in the subject line.
18.4 The platform changes. Features are added, improved, and sometimes removed. Where we remove or materially reduce a feature you rely on, clause 2.3 applies, unless the removal is for security or legal reasons.
19. Consumer protection
19.1 Nothing in this agreement excludes, restricts or modifies any right or remedy you have under a consumer protection law of your region that cannot be excluded, restricted or modified. Your Schedule identifies that law and how our liability is limited where limitation is permitted.
20. Warranties
20.1 We warrant that we will provide W3ME with reasonable care and skill.
20.2 Subject to clause 19, we do not warrant that:
the platform will be uninterrupted or error-free;
any suggestion, estimate, route, travel time or plan will be accurate or optimal;
the platform will meet any particular requirement of your business; or
any other operator on the network is solvent, insured, accredited, competent or honest.
20.3 We are not a party to your trades with other operators except where the Network Trading Terms state that we are, and we are never a party to your contracts with your own customers.
20.4 To the extent permitted by law, all other warranties, conditions and guarantees, express or implied, are excluded.
21. Liability
21.1 This clause is subject to clause 19 and your Schedule. Nothing in it limits liability that cannot be limited at law, or liability for fraud.
21.2 Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business, goodwill or reputation, or for loss of or corruption of data, however arising and even if advised of the possibility.
21.3 Cap. Our total liability to you for all claims arising out of or in connection with this agreement in any 12-month period is limited to the greater of:
(a) the total amounts (excluding tax) you paid us in the 12 months before the first event giving rise to the claim; and
(b) the Cap Floor stated in your Schedule.
21.4 The cap does not limit amounts you owe us, or our right to recover them.
21.5 Network trades are governed by clause 7 of the Network Trading Terms, not by this clause. On a pool-found trade we are principal on both sides, so a freight claim runs against us, our liability passes through back-to-back to the operator at fault, and what we owe you is limited to what we recover from them, except where our own failure caused the loss, in which case this clause and the cap in 21.3 apply. On a direct trade we are not a party, and a claim is between you and the other operator.
21.6 We are not liable for your compliance obligations: fatigue, mass, dimension, licensing, dangerous goods, chain of responsibility, and work health and safety are yours.
21.7 Each party must mitigate its loss. Our liability is reduced to the extent your act or omission caused or contributed to it.
21.8 You must bring any claim within 12 months of becoming aware of the facts giving rise to it.
22. Indemnity
22.1 You indemnify us against loss arising from:
(a) your breach of clause 9;
(b) a third-party claim that data you put into the platform infringes their rights or breaches a law; and
(c) a claim by your customer, driver or counterparty arising from how you conducted your operation.
22.2 The indemnity is reduced to the extent we caused the loss. We will notify you promptly of any claim, will not settle it without consulting you, and will permit you to conduct the defence where you are able to do so properly.
23. Force majeure
23.1 Neither party is liable for failure to perform caused by an event outside its reasonable control, including natural disaster, fire, flood, epidemic, war, civil unrest, industrial action to which it is not a party, failure of a telecommunications network or utility, government action, or an upstream provider failure it could not reasonably have avoided.
23.2 The affected party must notify the other as soon as practicable and take reasonable steps to work around the event.
23.3 If the event continues for more than 30 days, either party may terminate this agreement by written notice, without liability for the termination itself.
23.4 This clause does not excuse payment of money already owed.
24. Notices
24.1 To you: by email to the address on your account, or by notice in your workspace, or both. Email notice is taken to be received on the day sent, absent a bounce.
24.2 To us: by email to [email protected], or by post to the registered office of the entity in your Schedule. Notice to us is taken to be received on our acknowledgement, or 2 business days after posting.
24.3 You must keep your email address current. Notice to the address on file is effective even if you no longer monitor it.
25. Disputes
25.1 Raise it with us first. Email [email protected] setting out the issue and the outcome you seek. We will respond within 10 business days.
25.2 If that does not resolve it, either party may refer the dispute to mediation before commencing proceedings. The mediation body and venue are set out in your Schedule. Each party bears its own costs and the parties share the mediator’s fee.
25.3 Clause 25.2 does not prevent either party from seeking urgent injunctive relief.
25.4 A dispute about a network trade goes through clause 8 of the Network Trading Terms first. If that does not resolve it, this clause applies.
26. Beta and early-access features
26.1 Features identified as beta, preview, trial or early access are provided as-is, may change or be withdrawn without notice, and are excluded from clause 20.1.
26.2 We will identify any such feature as such.
27. Assignment
27.1 You may not assign or transfer this agreement without our written consent, which we will not unreasonably withhold. If your business is sold, notify us and we will transfer your workspace in the ordinary course.
27.2 We may assign or transfer this agreement, in whole or in part, to:
a related body corporate of the contracting entity in your Schedule; or
a person acquiring all or substantially all of our business or assets.
27.3 We will notify you. The assignment does not change your terms, your price, your data or your rights. The entity in the table at clause 1.3 may change; what you are contracting for does not.
27.4 We may engage subcontractors and service providers to deliver W3ME. We remain responsible to you for their performance on our behalf.
28. General
28.1 Entire agreement. The documents in clause 1.5 are the entire agreement between the parties concerning W3ME and replace all prior representations and agreements. Neither party has relied on anything not recorded in them.
28.2 Severability. If a provision is unenforceable, it is read down only so far as necessary, or severed. The remainder continues in force.
28.3 Waiver. A delay in enforcing a right is not a waiver of it. A waiver is effective only in writing.
28.4 No partnership, no general agency. The parties are independent businesses. This agreement does not create a partnership, joint venture or employment relationship, and neither party is the other’s general agent. Two express exceptions apply, and only these:
where we act as merchant of record under the Network Trading Terms, we act as principal in our own name: not as your agent and not as anyone’s broker; and
where we send mail as you under clause 17, we act as your sending agent for those messages only.
28.5 No third-party rights. Only the parties may enforce this agreement.
28.6 Electronic acceptance. Accepting these terms electronically binds you as a signature would.
28.7 Interpretation. Headings are for convenience. “Including” means “including without limitation”. A reference to a law includes any law replacing it. “Business day” has the meaning given in your Schedule.
29. Defined terms
Term
Meaning
Workspace
Your private area of the platform, holding your data and your people
Schedule
The country-specific document that forms part of this agreement, identified in clause 1.4
Tier level
The level your workspace sits at: the Owner Driver tier (clause 6.1a), or a monthly volume priced under clause 6.2
Owner Driver tier
The tier level a workspace sits at by default, described in clause 6.1a
Network floor
The condition for sending and taking on network work, set out in Network Trading Terms clause 1A
Monthly volume
The number of jobs a month you choose, in steps of 110, priced under clause 6.2
Billing day
The day your platform bill is charged, set under clause 6.4
The network
The part of W3ME through which operators exchange work
Network trade
A job passing from one operator to another over the network
Statement
A periodic document showing amounts owed and owing on network trades
Directory
The list of operators visible to other operators on the network
Payment method
The card or bank authority you keep on file under clause 7 and the Payment Authority
Your data
Everything you or your people put into, or generate in, your workspace
Cap Floor
The minimum liability cap amount stated in your Schedule
Related body corporate
As defined in the corporations law identified in your Schedule
Contact: [email protected]