This document is the foundation for the formal agreements between the businesses for the store to use the TUBER Platform and the parties will use their best endeavours to agree to, and negotiate in good faith, the terms of such formal agreements.

The objective of this document is to confirm general agreement between the parties, including:
• The detailed role of the parties
• The basis for remuneration for services provided
• The obligations of all parties during the implementation of the business arrangement.

General Agreement

It has generally been agreed that:

1. The Store will:
• Use the TUBER Platform with its clients as a means of delivering goods
• Supply the stores resources to assist in the services to be provided

2. TUBER will:
• Manage and distribute the TUBER Platform.
• Manage the driver network
• Provide the store with support required to fulfill the delivery services.
• Provide the technology, client registration and reporting functions.
• Provide administrative support to the store staff and clients for onboarding, offboarding and account management on the TUBER platform.

3. Both parties will:
Work collaboratively to complete Agreements and put in place the necessary documentation and infrastructure to enable implementation of the TUBER Platform for the store by the Commencement Date.

4. The Commencement Date is the date this form is electronically accepted or whatever such earlier or later date the parties subsequently agree to.

Detailed Roles of the Parties
TUBER will provide the following functions:
• Act as Administrator of the TUBER platform
• Provide support to the store staff and clients as an over-flow for administrative queries relating to the platform.
• Technology, providing the platform for core client record keeping and digital-based functionality owned by TUBER for all client order reporting and online transaction capability.
• A fully supported and maintained technology platform with Business Continuity Planning and Disaster Recovery Plans in place
• Provide the store with the ability to manage their client’s orders via the online site.
• User security management
• Client registration and related functions

The store will provide:
• Staffing – Trade Desk and collection of items for delivery
• Promotion of service to current and new clients
• Payment of the TUBER fees to TUBER within 5 days of receipt of invoice submitted every 14 days

Fees
All fees and charges applicable to the stores are exclusive of Goods and Services Tax (GST).

The Tuber and the store platform solution will include the following:
• Website for Trade Desk services and fulfilment
• App on the App store for download
• Driver Network to support the service
• Training of appropriate the store employees on the platform and processes
• project management of the implementation.

Ongoing Fees to the store clients
• TUBER fees are charged directly to the store. TUBER will invoice the store end of each month on 14-day terms.

Notification of Changes to Fees
Both parties acknowledge that fees and costs quoted in this Agreement may change, particularly costs that are passed through from third party providers. TUBER will advise the store of any changes to external costs in writing with any changes to take effect not less than 30 days following the notification.

Term of the Arrangement
The arrangement will be for an initial term of 12 months from the Date of Commencement. The arrangement will be reviewed prior to the end of the three-year period, in respect of renewal for a further term.

Obligations of Each Party
This document will govern the implementation process of the TUBER Platform and constitutes an agreement to proceed with fees outlined in this agreement payable by the store.

The obligations of each party are to:
• Good Faith: Act in good faith in implementing the business arrangement.
• Agreements: Complete the Heads of Agreement to enable use of the service from the Commencement Date.
• Project Plan: Complete their allocated tasks in the Agreed Project plan to enable use of the service from the Commencement Date.
• Confidential Information: Ensure all information exchanged between the parties in relation to this business arrangement is confidential. The parties will not disclose the confidential information to any third party, unless agreed by both parties in writing. Upon termination or expiry of this Heads of Agreement, each party will return the confidential information of the other party, with all costs of such being borne by the individual parties.
• Intellectual Property: All information provided by both parties during the term of this agreement and subsequent agreements remains the property of each of the party who provided that information. In addition, any information provided by either party cannot be provided or used by a third party, without prior written consent of the other party.
• Anyone to whom information is disclosed:
• Agrees to use this information solely for the purposes as it relates to the agreement
• Agrees not to use the information for any other purpose, unless given written approval in advance.
• Announcements: Agree all press releases (or other announcements concerning the business arrangement) by both companies gain approval from the other party prior to any press release.
• Law: This Heads of Agreement is governed by the law in force in Victoria, Australia
• Fees and Expenses: Each party is to bear its own cost of any fees or expenses except as specifically agreed in writing
• Independent Parties: Agreements shall not be construed to create or imply any partnership between the Parties. The Parties to this Agreement are independent with respect to each other and will have no power or authority to assume or create any obligation or responsibility on behalf of the other.

Termination
A party may terminate this Heads of Agreement:
• on 14 days written notice after the execution of this Heads of Agreement, and immediately if;
1. a party to this Agreement is in material breach and does not remedy or commence to remedy the breach within 14 days of receipt of written notice;
2. a party to this Agreement becomes subject to any form of insolvency administration (including receivership administration or liquidation);
3. if the terminating party reasonably suspects another other party to this Agreement or any officer thereof is or has engaged in a fraudulent act;
On termination all parties must return or destroy all confidential information and certify in writing to that effect.
 
Execution
By accepting these terms both parties have caused this Agreement to be executed by their duly authorised representatives.