These Ranger Service Terms (“RST”) are associated with and form part of the online Ranger Service Application Form (available at partner.ridebeam.com/au/join-beam-ranger-program and partner.ridebeam.com/nz/join-beam-ranger-program for Australia and New Zealand respectively) (“Application”) which is to be submitted by anyone wanting to be authorised to perform Ranger Tasks (as defined below) for Beam Mobility Australia Pty Ltd (ACN 629 999 533) and Beam Mobility New Zealand Limited (NZBN 9429 0471 57651) (the relevant entity hereinafter referred to as ‘Beam’, ‘us’, ‘our’ or ‘we’) and to that end, to be given access to Beam’s operations-specific mobile application (“Ops App”) where available Tasks are advertised by Beam from time to time.

If the Application is successful, these RST will govern the performance of each Task, the related use of the Ops App more generally, and any preliminary requirements which need to be met.

Please read these RST carefully. By clicking on the “I agree” button you expressly represent that (a) you have read, understand, and agree to be bound by the provisions of these RST; (b) you are at least 18 years old; and (c) you are the specified ‘Applicant’ in the Application or the duly authorised representative of the specified ‘Applicant’ (entitled to contractually bind the specified Applicant to these RST, failing which we may hold you personally liable under these RST as if you were the specified Applicant).
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1. INTERPRETATION

1.1 In addition to the definitions above, in these RST, unless the context otherwise indicates:

• 1.1.1 Affiliate means, in relation to an entity, any other person or entity controlling, controlled by, or under common control with such entity (where ‘control’ in this context means the power to direct the management and policies of such entity whether by contract, shareholding, directorship, or otherwise and, in any event, ‘control’ is deemed to exist by virtue of owning more than 50% of the voting securities of such entity);
• 1.1.2 Battery Swap means to replace a low/flat battery within an eVehicle (as and where it is located, as indicated by the Ops App) with a fully charged battery (collected from Beam’s Warehouse as per clause 3.4 below) and then returning the removed flat battery to the Warehouse within 24 hours;
• 1.1.3 Business Day means any day other than a Saturday, Sunday or public holiday officially recognised as such in the Territory;
• 1.1.4 Confidential Information means information belonging to Beam and/or relating to the business of Beam and/or its Affiliates, which is either identified as being confidential or which would reasonably be regarded as being of a confidential nature (including any customer-related information and the terms of any Contract or these RST), irrespective of the format thereof, but excluding information which (a) is or becomes part of the public domain (other than due to a breach hereof by you or your Affiliates); (b) is acquired by you from a third party who lawfully acquired it without restriction and who had not previously obtained it under a confidentiality obligation from the Beam; (c) can be shown to have been lawfully in your possession or the possession of your Affiliates prior to its disclosure and is not subject to an existing agreement between the parties; or (d) is acquired or developed by you independently of Beam and in circumstances which do not amount to a breach of the provisions of any Contract and/or these RST.
• 1.1.5 Contract means the binding agreement reached between you and Beam via the Ops App when you offer to perform a Task (as per the relevant Task Specs and for the advertised Fee) and Beam accepts your offer to perform it (which Beam is not obliged to do);
• 1.1.6 Deliverables means any/all deliverables to be developed, created or achieved as part of the Service;
• 1.1.7 eVehicle means a ‘Beam’ eScooter or eBicycle made available by Beam to its customers as part of Beam’s mobile app-based shared micro mobility service;
• 1.1.8 Fee mean the fee payable for any particular Task, as specified in the Contract;
• 1.1.9 IP Rights means intellectual property rights (whether registered, registrable, or not) including: (a) patents, copyright, design rights, trade marks, domain names, know-how, trade secrets and any right to have Confidential Information kept confidential; (b) any application or right to apply for registration of any of the rights referred to in (a); and (c) all rights of a similar nature to any of the rights in (a) and (b) which may subsist in any country in the world; and the term “IP” shall be construed accordingly;
• 1.1.10 Key Staff means those of your workers who will be physically performing the Tasks and/or monitoring such performance and thus needing Ops App access accordingly, as notified in writing to Beam (as per clause [] below) from time to time (in such manner as Beam may direct);
• 1.1.11 law means any law of general application and includes the common law and any statute, constitution, decree, treaty, regulation, directive, ordinance, by-law, order or any other enactment of legislative measure of government (including local and state government) statutory or regulatory body which has the force of law;
• 1.1.12 Penalty means, as regards a particular Task, the monetary penalty which may be indicated in the Task Specs as being payable to Beam should the Task not be performed properly;
• 1.1.13 PI or personal information or personal data means information about or relating to an identified or identifiable human being;
• 1.1.14 Privacy Law means any applicable law governing the processing of personal data;
• 1.1.15 Rebalance means to move an eVehicle to a position designated by the Ops App and deploying it there in accordance with Beam’s Standard on eVehicle Parking Rules (available at https://cactus-platypus-65f.notion.site/Parking-Rules-ba83b8e4983c443e87c64c6e3830a504
• 1.1.16 Service means the Task-related service to be provided by you to Beam as agreed in the relevant Contract;
• 1.1.17 Serviced Region means the city/town or suburb you’ve specified in your Application or subsequently agreed in writing with Beam;
• 1.1.18 Swap/Rebalance means to perform both a Battery Swap and Rebalance in respect of one eVehicle;
• 1.1.19 Task means a physical eVehicle-related task as detailed within the Ops App, which could take the form of a Battery Swap, Rebalance, Swap/Rebalance, Warehouse-In or otherwise;
• 1.1.20 Task Specs means the specifications associated with a particular Task (including timeframes and/or Deliverables) as detailed for that type of Task herein and/or via the Ops App;
• 1.1.21 GST means the consumption tax levied on the provision of goods or services within the Territory which, depending on the Territory, may take the form of a goods and service tax (GST), value-added tax (VAT), sales tax, or otherwise;
• 1.1.22 Territory means the specific state, territory or province within a specific country in which the Service is provided;
• 1.1.23 Warehouse means Beam’s warehouse for the Serviced Region, located at such address as notified in writing by Beam to the Provider from time to time;
• 1.1.24 Warehouse-In means to collect a damaged eVehicle (as and where indicated by the Ops App) and return it to the Warehouse;
• 1.1.25 Works means any works, improvements, inventions, discoveries and formulae (including Deliverables) that you may make, devise or discover in the course and scope of providing the Service (whether patentable or not and whether done by yourself or in co-operation with staff, subcontractors or other third parties);‍
• 1.1.26 You or your means the person specified as the ‘Applicant’ in the Application (save where the Application has been submitted by someone who is not the specified Applicant and not in fact duly authorised to act for and on behalf of the specified Applicant, in which case ‘you’ or ‘your’ shall refer to such individual personally).

2. PRELIMINARY REQUIREMENTS

You acknowledge that Beam is entitled to accept or reject your Application in our sole discretion and we will not be answerable or liable to you or anyone else in relation to our decision in that regard. Should we accept your Application, the following preliminary requirements will apply before you will be able to perform any Services:

2.1 Key Staff: You should designate who your Key Staff will be in such manner as Beam may direct from time to time and keep your Key Staff list updated over time. Should Beam make a web portal available for such purposes, you acknowledge that only your main contact person will have access thereto and that the provisions of 2.3.1 to 2.3.3 below shall otherwise apply mutatis mutandis to your use thereof.

2.2 Ranger Training: We will invite you and your Key Staff to attend one of our in-person ‘Ranger’ training sessions and/or make digital training materials available to you. The purpose thereof is to more fully brief you and your Key Staff as to Beam’s business operations and the certain policies and procedures which you and your Key Staff will need to abide by if/when rendering any Service to us. The onus is on you to complete such Ranger training as and when suits you, but you acknowledge and agree that, unless and until it is completed, you (and/or your relevant Key Staff) will not be authorised to access our Ops App or provide any Service to us.‍

2.3 Ops App access: Those of you and your Key Staff who complete the Ranger Training, will each be given ‘Ranger’ role-based access to our Ops App in order to find, and offer to perform, available Tasks in accordance with these RST. To this end, you will need to ensure that you and your Key Staff are equipped with appropriate mobile devices. More specifically regarding your use of the Ops App:

• 1. 2.3.1 Login Credentials: Each of your Key Staff will use a unique username and password to access the Ops App (“Login Credentials”). Login Credentials may not be shared. You are responsible for the security of your Ops App account/s and must ensure that all your Login Credentials are kept safe, secure and confidential, with you being solely liable for any harm resulting from failing to do so. Specifically, any access to or use of the Ops App via your Key Staff’s Login Credentials shall be deemed to have been access by you or someone authorised by you and you shall be liable for such usage as if it had been you.  You must notify us immediately if you know or suspect that the confidentiality of any Login Credentials has been compromised or if there has been any unauthorised use thereof.
• 2.3.2 Disclaimer: The Ops App hasn’t been compiled to meet your individual requirements and is provided ‘as is’ and ‘as available’ without any representations or warranties of any kind being given in relation thereto (whether in relation to accuracy, availability, lack of viruses, or otherwise). Transmissions over the Internet may be subject to interruption, delay, error or security breaches and it is your sole responsibility to satisfy yourself that they will meet your individual requirements and be compatible with your mobile device hardware and/or software. Neither we nor our Affiliates shall be liable to you or anyone else in relation to any loss, damage, or claims suffered which arise from or in relation to use of the Ops App.
• 2.3.3 AUP: The Ops App and all content within it (including software, databases, text, graphics, icons, hyperlinks, images and designs) is the property of or licensed to Beam and you may only download, view and use the Ops App to the extent required to view available Tasks and offer to perform them as envisaged by these RST. All rights not expressly granted to you are reserved and we may enforce our intellectual property rights to the full extent of the law.  No part of the Ops App or its content may be reproduced, reverse engineered, decompiled, disassembled, separated, altered, distributed, republished, displayed, broadcast, hyperlinked, mirrored, framed, transferred or transmitted in any manner or by any means or stored in an information retrieval system or installed on any servers, system or equipment without our prior written permission. The use of any technology to search and gain any information from the Ops App without our prior written permission is prohibited.

2.4 Revocation of Access: Without detracting from our rights to do so under any other provisions hereof, we reserve the right to suspend and/or revoke you access to any of our systems under the following circumstances:  (a) for so long as we in our sole discretion believe that you pose a threat to the security of such systems and/or data therein or that you are in breach of these RST; and (b) suspension and/or revocation of any particular Key Staff’s access to the Ops App if he/she has not made use thereof for an extended period of time or if we in our sole discretion believe that their continued access poses a threat to the security of our systems and/or data, or that of third parties.

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3. THE SERVICE

3.1 Nature & Scope: Services may be provided on the basis of Contracts entered into between us therefor from time to time via the Ops App, with neither of us being obliged to do so.  Beam gives no undertakings or warranties as regards the quantity or types of Tasks available via the Ops App from time to time and your access to the Ops App does not in and of itself oblige you to perform (or offer to perform) any Tasks.

3.2 Specifications: Any detailed specifications, Deliverables, or timeframes associated with the performance of the Service will depend on the nature of the Task itself and be indicated in the relevant Task Specs.

3.3 Penalties: Your non-compliance with the Task Specs associated with any particular Task may attract a Penalty, in which case, such Penalty shall be set-off against the Fee due to you.

3.4 Battery Management: In order to perform Battery Swaps, you will need to be in possession of a sufficient number of fully charged Beam eVehicle batteries and to that end you should collect the appropriate quantity of fully charged eVehicle batteries from the Warehouse during its operating hours and in compliance with the Warehouse operating procedures therefor, as may be indicated by Beam from time to time. Similarly, flat batteries need to be returned to the Warehouse within 24 hours of having been removed from any eVehicles.  Beam gives no undertakings as to the quantity of full batteries that may be available for collection at any time.

3.5 Safety Standards: You shall provide all equipment required to perform the Services, including a van/vehicle with which to transport the eVehicles and their batteries (“Van”) and in doing so shall ensure that the following requirements are met:

• 3.5.1 your Van is and remains in a safe, roadworthy, working condition;
• 3.5.2 Due to hazards associated with lithium ion batteries, that batteries are kept away from any direct sunlight and water sources and that the Van contains the following: fire extinguisher (ABE white label); fire blanket; fire proof bag; first aid kit; battery box; and cargo barrier installed to the relevant standards (where needed).
• 3.5.3 that you and your Key Staff familiarise themselves and adhere to the Battery State Management Guide given to you by Beam and complete the relevant training provided by Beam;
• 3.5.4 that you and your Key Staff immediately report any incidents and hazards (eg battery giving off gas or overheating) to Beam via such method/s as Beam may make available for such purpose

3.6 General obligations:

• 3.6.1 You and your Key Staff must be appropriately qualified and experienced to perform the Service, including that you possess all necessary licences, certifications, visas and the like.  You may only replace Key Staff if (a) Beam is given advance notice thereof as per 2.1 above; (b) the replacement has the same level of qualification, competency, technical proficiency and skill as the individual he/she is replacing; and (c) Beam has been provided with any requested evidence of the foregoing, with any additional costs associated with such replacement to be borne solely by you. You acknowledge that you are solely responsible for your Key Staff and the payment of any wages, salaries, or fees associated with their employment or engagement by you.
• 3.6.2 The Service must be performed with (a) due skill and care, to the best of your knowledge and expertise, and in an efficient, diligent, professional and workmanlike manner; (b) in accordance with the relevant Contract (including Task Specs and these RST) and any directions which may be given by Beam in relation thereto, as well as all relevant laws, industry standards, best practice and guidelines; (c) on such dates and/or within such periods as may be required by the Contract and otherwise promptly and without delay; and (d) without engaging in any illegal or unethical practices or causing Beam to breach any applicable laws or otherwise adversely affecting Beam or its Affiliates’ name, trading image, reputation or business.

3.7 Warranties: You warrant that, at all relevant times (a) you have the capacity, power and authority to enter into these RST and each Contract; (b) you have and will have all rights, title and licences necessary to lawfully perform the Services; (c) you have the skills, expertise, competence and resources necessary to enable you to perform the Service to the standards required by the Contract; (d) you will at all times act in good faith, ethically, properly and professionally in carrying out the Service and shall undertake your duties faithfully and diligently, and shall procure and warrant that all your workers, agents, representatives or advisors shall act in such manner; and (e) you have disclosed to Beam all factors and circumstances of which you are aware and which are material to your appointment by Beam and which would be material to Beam in respect of the Services.  Each of the aforesaid warranties (“Warranty”) shall continue and remain in force, notwithstanding the completion of any and all of the Services.

3.8 Subcontracting: You may not subcontract/outsource any Contract or part thereof without Beam’s specific prior written consent thereto (with you remaining solely liable to Beam for proper performance despite using any subcontractor).‍

3.9 Our acceptance of deliverables: If we reasonably consider that any Task Deliverables have not been properly achieved (as to quality of work or materials or otherwise), we may instruct you to re-execute same or to make good any defective performance of the Service at your own cost and expense.

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4. FEES AND DISBURSEMENTS

4.1 Fee: The Fee payable to you will be as agreed in the Contract, being the fixed fee specified by Beam for the relevant Task in the Ops App. The Fee is earned upon completion of the Service to Beam’s satisfaction.

4.2 Expenses: It is recorded that, save for the Ops App, Beam does not provide you with any equipment or tools to enable you to provide the Services (be it phones, devices, vehicles, uniforms or otherwise). This is your sole responsibility and all costs, expenses and disbursements you incur in relation to performing the Service shall be borne solely by you (save to the extent specifically pre-approved in writing by Beam and substantiated by you via vouchers).

4.3 Reporting & Payment: The Ops App will display all the Tasks completed by your Key Staff (and Fees associated therewith). You will invoice us on a fortnightly basis, invoices being payable by us within 14 days of receipt via electronic transfer into the bank account you specify for such purpose in writing to us from time to time.  Beam is entitled to deduct or set-off therefrom any statutory deductions or Penalties which may apply. You will promptly refund any amounts erroneously paid to you in excess, not being entitled to retain such excess for any reason.   ‍

4.4 Taxes: Unless otherwise specified, each Fee is expressed inclusive of any GST which may apply (it being recorded that you are solely responsible for determining whether you need to be GST-registered or not and if so, providing the relevant GST invoices to us). For clarity, you are solely responsible for remitting all taxes associated with the Service you provide, including any PAYE associated with your own employees.

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5. NATURE OF RELATIONSHIP AND NON-EXCLUSIVITY

5.1 The legal relationship between you and Beam, as regards each Contract and these RST overall, shall be that as between principal and independent contractor, with neither your appointment nor any provision hereof to be construed as creating any employment relationship, partnership, agency, or joint venture. Save to the extent expressly and specifically authorised in writing by Beam, you have no power or authority to bind Beam legally to any other persons or to act or make findings in Beam’s name.

5.2 Our relationship pursuant hereto is not exclusive. Available Tasks shown in the Ops App are not advertised exclusively to you and/or reserved for you which means that unless and until we accept your offer to perform any particular Task, the Task may become unavailable.  It also means that you may continue with your other business, clients and/or employment in the normal course, save that you do not undertake any activity which could result in a conflict between your interests in such other activities and your interest in rendering the Services to Beam to the best of your ability.

5.3 If you are a sole trader, you specifically acknowledge and agree that, as a consequence of the principal and independent contractor relationship, you are not entitled to payment by us of any salary, holiday pay, sick pay, severance pay or any other entitlement which an employee has in respect of employment. You expressly agree that you are solely responsible for being registered for GST (if required) and all payments in relation to any taxes, contributions, levies, or any other payments imposed in relation to you providing the Service and/or receiving fees from us.

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6. BEAM’S PROPERTY

The performance of any Service will likely involve you having to take possession of certain of Beam’s movable property (eg the relevant eVehicle, battery or charger) and to occasionally access certain of Beam’s premises (eg the relevant Warehouse) and in this regard you agree as follows:.

6.1 Warehouse rules: In accessing any of our warehouse premises, you need to abide by the premises-related policies and procedures, including for opening hours and safety.

6.2 Limited possession of movables: Beam remains the owner of its movable property at all times, with you only being entitled to take possession thereof to the extent necessary to perform the relevant Service and, in doing so, you must take appropriate care to not damage or lose it and you need to ensure that you return possession thereof to Beam at completion of the relevant Task (and as otherwise detailed in the relevant Task Specs). Tasks are designed such that multiple are able to be performed within an hour and consequently, in no event may any Beam property remain in your possession overnight and in no event may you use our eVehicles or other movable property for purposes other than the performance of the Service.

6.3 Risk on you: Whilst any of our eVehicles or other movable property are in your possession, all risk therein will pass to you meaning that you will be solely responsible and liable for any and all damage thereto or loss or theft thereof whilst in your possession. Furthermore, such movable property is provided “as is, where is” and you are responsible for assessing and managing the risk related to handling them, specifically acknowledging that the eVehicle batteries are hazardous lithium ion batteries that carry a risk of injury/harm and need to be handled appropriately (including as per the relevant safety data sheets). Save to the extent due to Beam’s wilful misconduct or gross negligence, Beam will not be liable to you or anyone else for any harm, damage, loss or third party claims resulting from your handling of Beam’s property.

6.4 Report theft, damage, faults & incidents:  You must notify us immediately if any Beam property is stolen, lost, destroyed, damaged, involved in any accident, or you believe it to be faulty, providing us with all reasonably requested information and following our reasonable directions in relation thereto, including to return it to us for inspection.  If stolen, you must also immediately notify the police, file a police report and give us a copy thereof (failing which, we can reasonably assume that the Vehicle has not in fact been stolen).

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7. CONFIDENTIALITY & DATA

7.1 These RST: Save to the extent required by law or to pursue a legal remedy, neither Beam nor you may make any press release, public announcement or other form of disclosure relating to the Tasks you perform for Beam or any other subject-matter of these RST without the other’s prior written consent (including as to the draft text of any such announcement).  Neither Beam nor you shall disclose any details of these RST or any Contract to any third party save to the extent required for purposes of implementing same and/or enforcing any rights or obligations hereunder.

‍7.2 Confidential Information: In rendering Services you may gain access to Beam’s Confidential Information and disclosure thereof may adversely affect the business of Beam and/or its Affiliates.  You thus undertake that, subject to 7.3 you (a) shall keep the Confidential Information strictly confidential and will not to disclose any of it to anyone else (taking all reasonable steps to securely store same and minimise the risk of disclosure); (b) shall not use (directly or indirectly) the Confidential Information for any purpose other than performing the relevant Service, whether for your own benefit or that of another; and (c) shall return the Confidential Information to Beam upon completion of the relevant Service.

‍7.3 Permitted disclosure: Notwithstanding 7.2 above, you are entitled to disclose Confidential Information (a) to your employees, Affiliates and/or professional advisors to the extent necessary for purposes of rendering the Service, provided you ensure they are aware of the confidentiality and bound by written confidentiality undertakings similar to that set out in this clause 7; and (b) to the extent required to comply with a court order, law, or recognised stock exchange requirement, provided that you give Beam prior written notice thereof, use reasonable endeavours to protect the confidentiality of such information, and co-operate with Beam if Beam elects to contest such disclosure.

‍7.4 Personal Data: As the Tasks are all of a physical nature related to eVehicles, no Service will involve the processing of personal data for Beam. However, for purposes of managing our relationship hereunder, we may give each other access to the contact details and certain other personal data of certain of our staff and other representatives (via the Opps App or otherwise) and in this regard it is agreed that (a) the disclosing party shall have notified the relevant people thereof in accordance with Privacy Law, procuring their consent if required and (b) the receiving party should only process those people’s data for purposes hereof, and otherwise in accordance with applicable Privacy Law. You specifically acknowledge that the Ops App will track the precise location of your Key Staff whilst they use it.

‍7.5 The confidentiality obligations hereunder shall survive the termination of all Contracts and these RST, to remain in force until the Confidential Information has fallen into the public domain, through no fault of yours.

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8. INTELLECTUAL PROPERTY RIGHTS

8.1 Existing Materials: You acknowledge that, as between you and Beam, the eVehicles, Ops App and any other materials you may access in order to provide the Service, and all IP therein, are solely owned by Beam and/or its licensors with you not acquiring any right, title or interest therein/thereto other than the limited non-exclusive, non-transferable, non-sub-licensable and revocable right and licence to use them solely for the duration of the relevant Contract and in the relevant Territory to the extent needed in order to perform the particular Service. You will comply with all of Beam’s IP-related guidelines and instructions, as updated from time to time.  All uses of Beam’s IP and related goodwill will enure solely to Beam’s benefit and you will obtain no rights thereto save for the licence granted in this clause. You will not register or attempt to register any of the IP or any confusingly similar name or mark

‍8.2 No IP creation: The Service itself should not involve the creation of any Works by you, but if it ever should, such Works will be ‘works for hire’ created under commission by Beam with all IP Rights therein (“Works IP”), being the sole property of Beam upon their creation, with neither you nor your subcontractors acquiring any right, title or interest thereto and you shall at your own cost do all things necessary or convenient to ensure that Works IP ownership does in fact vest in Beam upon creation. You also waive in favour of Beam any/all moral rights in any copyright.

‍8.3 No Infringement: You warrant that no aspect of the Service you perform will infringe any third party’s IP Rights and hereby indemnify Beam against any loss, expense or damage suffered, or any third-party claim made against it or its Affiliates which arises from or in relation to a breach of such warranty.

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9. OUR RISK & INSURANCE

9.1 Your risk & indemnification of Beam: Save to the extent caused by Beam’s wilful misconduct or gross negligence, you will be solely responsible and liable for - and hereby indemnify Beam and its Affiliates against -  any injury, death, disability, property damage, fines, third party claims and other forms of harm arising from or in relation to the performance of the Service by you or your Key Staff, including by virtue of entering any private or public property which you aren’t authorised to enter; violating any law or permit conditions; using electricity that you aren’t authorised to use; overloading any electrical circuit whilst charging a eVehicle (if applicable); using the incorrect or ineffective tools; and otherwise performing the Service in an unsafe manner.  

9.2 Your insurance: In view of the above, you are thus solely responsible for taking out and maintaining - and you warrant that you have or will take out and maintain - appropriate and adequate insurance to cover you for the risk and liability associated with performing the Services (including as regards vans, eVehicles and related battery transportation).

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10. BREACH & TERMINATION

10.1 If either you or Beam (“Defaulting Party”) commits a material breach of any Contract and/or these RST and, if the breach is remediable, fails to remedy such breach within 10 days after having received written notice to so remedy from the other Party (“Innocent Party”), then the Innocent Party shall be entitled, without prejudice to its rights under the relevant Contract (including these RST) or at law (including its right to claim damages suffered as a result of such breach), to either claim specific performance or to cancel forthwith the relevant Contract/s and/or these RST.

10.2 Beam shall be entitled to terminate at its election, any one or more Contracts and/or these RST  entirely, by means of written notice taking immediate effect in the event that you repeatedly breach the terms of these RST in such manner so as to justify Beam in holding that your conduct is consistent with an intention not to, or an inability to, carry out the terms of these RST and/or pay your debts as they fall due.

10.3 Beam shall be entitled to terminate these RST without cause at any time on 30 days prior written notice to the Provider.

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11. TERMINATION & EXIT MANAGEMENT

11.1 The termination of any Contract shall not in and of itself serve to terminate any other Contract or these RST as a whole. Similarly, the termination of these RST will not serve to automatically terminate any Contracts which are then still active (each such Contract to remain of force and effect subject to these RST until such Contract is terminated).

11.2 All Deliverables, and other Works created or compiled by you and all other material which come into your possession during the course and scope of providing Services and/or accessing the Ops App, including all copies thereof (collectively hereinafter referred to as “Beam Property”) shall at all times be Beam’s property. Without detracting from Beam’s right to require some or all of it to be returned to Beam at any point in time, upon Contract termination, all Beam Property relevant to such Contract shall be returned to Beam, with you not being entitled to retain any thereof (or make any copies or extracts thereof).

11.3 Clauses pertaining to Dispute Resolution, IP Rights, Confidentiality, Restraint, Security and Indemnities, shall survive the termination of any Contract or these RST, as will any other clauses which expressly provide that they will operate after such termination or which of necessity must continue to operate after termination (even if the relevant clause does not expressly state this).

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12. LIABILITY

12.1 Exclusion: To the maximum extent permitted by applicable law neither of us (i.e not you nor Beam) shall be liable to the other for any consequential loss or indirect damages arising in relation to these RST or any Contract.
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12.2 Limitation: Beam’s aggregate liability to you arising out of or in connection with these RST shall not exceed AUD1,000 (or the equivalent thereof in the currency of the Territory.

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13. NOTICES

13.1 All processes and notices relating to any Contract or these RST shall be delivered/served in writing as follows (with email notices being deemed to have been received one Business Day after dispatch unless a system-generated delivery failure notification has been received):

• 13.1.1 to you: at the address specified for such purpose in your Application and/or via a notification within the Ops App itself;
• 13.1.2 All processes and notices relating to any Contract or these RST shall be delivered/served in writing as follows (with email notices being deemed to have been received one Business Day after dispatch unless a system-generated delivery failure notification has been received):to Beam: in all instances with a copy to legal@ridebeam.com (the delivery of which copy is required for notice to be validly given), at the following address:
  • 13.1.2.1 Beam Mobility New Zealand Ltd - Level 2, 142 Broadway, Auckland, New Zealand, 1023
  • 13.1.2.2 Beam Mobility Australia Pty Ltd - 4 Knowles Avenue, North Bondi, NSW, 2026

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14. GENERAL

14.1 Governing Law & Disputes: Each Contract (inclusive of these RST) shall be governed, interpreted, and enforced in accordance with the law of the Territory, with disputes to be resolved via the courts having jurisdiction in such Territory.

14.2 Uncontrollable Events: Neither of us shall be liable for any failure to perform our obligations to the extent that such failure is due to an event or circumstance beyond our reasonable control, provided we give written notice of such event to the other of us and provided further that the other of us shall have the right to terminate one or more active Contracts affected by such event on written notice.  Neither of us shall be liable for any default or delay in performing our obligations if and to the extent that such default/delay is caused by the other party’s own default or delay in fulfilling obligations.

14.3 Severability: Each provision of these RST and Contract shall be deemed to be separate and severable from the remaining provisions. If any of the provisions of these RST or Contract is found by any court of competent jurisdiction to be invalid and/or unenforceable then, notwithstanding such invalidity and/or unenforceability, the remaining provisions shall be and remain of full force and effect.

14.4 Whole Agreement: Each Contract as read with these RST constitutes the whole agreement between the parties thereto as to the subject matter thereof and no agreements, representations or warranties regarding such subject matter other than those set out therein (as read with these RST) are binding on them.

14.5 Assignment: Save for Beam being entitled to cede, delegate, assign, sub-contract, transfer or otherwise dispose of (“Transfer”) any of it rights or obligations hereunder to any of its Affiliates or an entity acquiring Beam’s business to which the Contract relates, neither party shall be entitled to cede, assign or sub-contract any Contract or these RST or any part thereof, or otherwise transfer or dispose of any of any of its rights or obligations under these RST or any Contract without the prior written consent of the other party.

14.6 Variation: Although each Contract will always be governed by the version of these RST that applied at the time the Contract was entered into, we reserve the right to revise these RST and/or related Task Specs, guidelines, notices, operating rules and policies and instructions from time to time on at least 7 days prior written notice to you. If you are not satisfied with any such amendment, you should cease to use the Opps App or provide any further Service to us as your continued use thereof and/or provision of further Services to us will constitute your acceptance of the amended RST.  

14.7 Waiver: No latitude, extension of time or other indulgence given/allowed by either of us to the other, and no delay or forbearance in the enforcement of any right or partial exercise of such right shall be construed as an implied consent or election or operate as a waiver or a novation of or otherwise affect any of the relevant party’s rights under these RST or that Contract or estop or preclude such party from enforcing strict and punctual compliance with every provision hereof at any time and without notice, strict and punctual compliance with each and every provision or term hereof.

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