DROPWISE — TERMS & CONDITIONS OF BUSINESS

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Effective Date: 10th September 2025
ABN: 95 690 688 094
Contact: 0469003052

Email: admin@Dropwise.com.au

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1. Interpretation & Definitions
1.1 In these Terms:

• “DropWise”, “we”, “us”, “our” means DropWise (ABN [insert]) and any related entities or contractors engaged by DropWise.

• “Client”, “you”, “your” means the person or entity ordering distribution services from DropWise.

• “Services” means the provision of flyers, brochures and related promotional material distribution, including door-to-door letterbox distribution, business-to-business distribution, targeted campaigns, proofing, reporting and any ancillary services DropWise agrees to provide.

• “Material(s)” means the physical flyers, brochures, leaflets and promotional items supplied by the Client for distribution.

• “Pickup Point” means the agreed DropWise location where the Client will deliver Materials for collection, or the Client location from which DropWise will collect Materials, as agreed in writing.

• “Acknowledgement of Receipt” means DropWise’s written confirmation (email or other written message) that it has received the Materials at the agreed Pickup Point and that the distribution countdown (see clause 3.6) has commenced.

• “Business Day” means a day that is not a Saturday, Sunday or public holiday in South Australia.

1.2 Headings are for convenience only. References to statutes include amendments, re-enactments and subordinate legislation. Words importing the singular include the plural and vice versa.

2. Scope of Services
2.1 DropWise will provide the Services set out in the relevant quotation, job request form, work order or written agreement between the parties (each a “Job Order”). Job Orders form part of these Terms.

2.2 Services include, where requested and agreed: distribution planning, targeted suburb selection, on-site collection of Materials (if agreed), distribution to letterboxes and businesses, GPS/geolocation tracking, photographic evidence (where applicable), and completion reporting.

2.3 DropWise may subcontract parts of the Services to trained distributors and subcontractors. DropWise remains responsible for oversight and quality assurance, to the extent reasonably practicable.

3. Job Acceptance, Pickup & 48-Hour Undertaking
3.1 The Client must submit a completed Job Request Form (or equivalent written Job Order) with accurate details (Material type, quantity, Pickup Point, target suburbs/streets and any special instructions). Job Orders are accepted only when DropWise confirms acceptance in writing.

3.2 Materials are accepted for distribution only when delivered to and received by DropWise at the agreed Pickup Point or collected by DropWise from the agreed Client location.

3.3 The Client must ensure Materials are ready for distribution, correctly packaged, and suitable for letterbox delivery (including appropriate dimensions/weight, and protected from weather). DropWise may refuse or suspend acceptance of Materials that, in its reasonable opinion, are unsuitable or unsafe.

3.4 Acknowledgement of Receipt: DropWise will issue an Acknowledgement of Receipt by email (or other recorded written means) once DropWise has physically received and inspected the Materials at the Pickup Point. That Acknowledgement will note the number of items received (subject to final counting at distribution).

3.5 48-Hour Distribution Condition: Where the Job Order includes a 48-hour distribution guarantee, DropWise will endeavour to complete distribution within 48 hours from the time stated in the Acknowledgement of Receipt, subject to the conditions below. For clarity, the 48 hours:
(a) Commences when DropWise issues the Acknowledgement of Receipt during DropWise business hours (8:00 am to 6:00 pm ACDT on a Business Day); and
(b) If DropWise issues the Acknowledgement of Receipt outside business hours, the 48-hour period commences at 8:00 am on the next Business Day; and
(c) The 48-hour undertaking applies only after DropWise has physically accepted the Materials at the agreed Pickup Point; delays or failures on the part of the Client to deliver materials to the Pickup Point do not trigger the 48-hour commitment.

3.6 The 48-hour undertaking is subject to staff availability, reasonable operational constraints, weather, public holidays, road access and events beyond DropWise’s control. Delays resulting from such matters are not a breach of DropWise’s obligations, provided DropWise notifies the Client promptly and takes reasonable steps to mitigate delays.

3.7 If the Client requires earlier or guaranteed same-day delivery, such a requirement must be agreed in writing and may attract additional charges.

4. Client Obligations & Warranties
4.1 The Client warrants and represents that:
(a) It holds all rights, licences and permissions necessary to distribute the Materials and that the Materials do not infringe third-party intellectual property or other legal rights;
(b) The Materials comply with all applicable laws (including the Australian Consumer Law), the Spam Act 2003 (Cth), local Council rules, and any other regulation or code;
(c) The content is not defamatory, obscene, discriminatory, unlawful or likely to cause harm or complaint;
(d) The Materials are physically suitable for letterbox distribution (not oversized, not requiring special delivery) and properly packaged to resist normal weather exposure en route; and
(e) The Client has obtained all consents required to place Materials at targeted premises (including strata rules for apartment complexes, etc.) and will provide DropWise with up-to-date and accurate delivery boundaries.

4.2 The Client must notify DropWise in writing of any “no deliver” areas, gated communities or particular addresses where distribution must not occur, and must not instruct DropWise to undertake unlawful distribution or to contravene any signs such as “No Junk Mail”.

4.3 The Client indemnifies DropWise (and its officers, employees and subcontractors) against all claims, liabilities, losses, damages, costs (including reasonable legal costs) and expenses arising from: (a) any breach of the Client’s warranties in clause 4.1; (b) the content or distribution of the Materials; (c) any claim that the Materials infringe third-party rights; and (d) any lawful regulatory enforcement action arising from the Materials.

5. Pricing, Quotation & Payment
5.1 Quotations are valid for the period stated on the quotation (or otherwise 30 days) and are exclusive of GST unless expressly stated.

5.2 DropWise may require a deposit or pre-payment (in whole or part) before collection or distribution. The proportion required will be stated in the Job Order.

5.3 Invoices are issued in accordance with the Job Order schedule (for example, on completion of distribution or as otherwise agreed). Payment terms are strictly [7/14/30] days from invoice date unless otherwise agreed in writing.

5.4 Overdue amounts attract interest at the rate of 2% per month (or the maximum permitted by law) from the due date until paid. DropWise may suspend future services where payments are overdue.

5.5 For large jobs, DropWise may require a performance security or retainer. When applicable, any unused Materials returned will be credited or invoiced pro rata.

5.6 If the Client requests a change that affects the scope, timing or area of distribution, DropWise may issue a variation quotation—work will only proceed when the Client agrees in writing and any applicable additional charges are paid.

5.7 All reasonable third-party costs (e.g., specialised access fees, council permits, parking or parking infringement fines arising from Client instructions) are payable by the Client.

6. Cancellations, Changes & Storage
6.1 Cancellation by the Client: cancellations must be in writing. Cancellations received less than 48 hours before scheduled distribution may attract a cancellation fee up to 50% of the Service Fee for that Job Order, plus any actual costs incurred by DropWise (storage, re-routing, subcontractor fees).

6.2 Changes by the Client: material changes to the Job Order (areas, quantity, timing) requested after DropWise issues the Acknowledgement of Receipt may incur additional fees and may affect the 48-hour undertaking.

6.3 Failure to Collect: If the Client fails to deliver Materials to the Pickup Point on the agreed date/time, DropWise may charge reasonable storage fees for retained Materials and is released from time commitments until DropWise actually receives the Materials.

6.4 Return of Excess Materials: Unused Materials returned to the Client may be subject to handling/reprocessing fees. DropWise will store uncollected Materials only for a reasonable period (standard: 14 days) unless otherwise agreed; thereafter, DropWise may dispose of Materials and recover reasonable costs.

7. Proof of Distribution, Reporting & Disputes
7.1 DropWise will provide a distribution report, which may include GPS-mapped routes, time-stamped photographic evidence, and quantity/area notes (the “Report”).

7.2 The Client must inspect the Report and notify DropWise in writing of any dispute within 7 days of receipt of the Report (the “Dispute Period”). Late disputes may be refused unless accompanied by compelling evidence.

7.3 GPS and photographic records maintained by DropWise will be used as the prima facie evidence of distribution. DropWise will investigate any disputes. Where DropWise verifies a material shortfall arising from DropWise’s error, DropWise’s liability is limited (at DropWise’s option) to: (a) re-running the distribution for the shortfall; or (b) refunding the proportion of the Service Fee attributable to the shortfall.

7.4 DropWise is not liable for claims based solely on receipt of Materials by a recipient (for example, where a recipient reports they did not read a flyer).

8. Liability, Insurance & Indemnities
8.1 To the maximum extent permitted by law: DropWise’s total liability to the Client in respect of any loss or damage arising out of or in connection with the Services (whether in contract, tort including negligence, statute or otherwise) is limited to the Service Fee actually paid for the Job Order giving rise to the claim.

8.2 DropWise is not liable for any indirect, special, incidental or consequential loss (including lost profits, business interruption, loss of goodwill).

8.3 Nothing in these Terms is intended to exclude, restrict or modify rights that cannot be excluded under the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law); to the extent any statutory guarantee applies and cannot be excluded, DropWise’s liability is limited to the extent permitted by law.

8.4 The Client must maintain insurance (including public liability and product liability insurance) sufficient to cover its obligations and potential claims arising from the Materials and indemnifies DropWise accordingly.

8.5 DropWise maintains insurance for its operations (workers’ compensation, public liability), but the existence of such insurance does not expand DropWise’s contractual liability beyond these Terms.

9. Privacy, Data & GPS Tracking
9.1 DropWise collects and holds personal information and geolocation data in connection with the provision of Services. DropWise handles personal data in accordance with the Privacy Act 1988 (Cth) and its published Privacy Policy.

9.2 GPS, photographic and reporting data shall be retained for a minimum of 24 months (unless legal obligations require longer retention) and will be used to verify performance, for billing and for dispute resolution. Clients can request deletion of personal data in accordance with the Privacy Policy, subject to legal and regulatory retention obligations.

9.3 The Client consents to DropWise using geolocation data and photographic information for verification and internal quality processes. The Client must obtain all necessary consents from persons represented in the Materials (where required) before distribution.

9.4 DropWise will not sell Client's personal information. Disclosure to third parties will be limited to those engaged to provide Services (subcontractors), law enforcement, regulators, or as required by law.

10. Intellectual Property
10.1 The Client retains copyright and all intellectual property in the Materials. By supplying Materials for distribution, the Client grants DropWise a non-exclusive, royalty-free licence to copy, reproduce, store and use the Materials solely for the purpose of providing Services.

10.2 All other intellectual property in DropWise materials, reports, maps and the DropWise website remains the property of DropWise.

11. Safety, Conduct & Access
11.1 DropWise will use reasonable care and skill in the conduct of distribution and will instruct staff and contractors in safe practices. The Client must not request or instruct DropWise staff to enter private property, trespass, or act in a manner that breaches the law or disregards signage.

11.2 If DropWise’s staff are prevented from distributing to an area due to Client instructions that conflict with law or signage, DropWise may charge for attempted distribution and is not liable for failing to distribute.

12. Force Majeure
12.1 DropWise is not liable for delay or failure to perform due to events beyond reasonable control (including acts of God, severe weather, strikes, pandemics, fire, road closures, government action, or major IT failures). DropWise will notify the Client and use reasonable efforts to resume performance.

13. Suspension & Termination
13.1 DropWise may suspend or terminate services (in whole or part) where: the Client breaches these Terms and fails to remedy within 7 days of notice; Materials are unlawful; or payment is in arrears.

13.2 Upon termination, the Client remains liable for all unpaid fees, costs incurred and any reasonable damages resulting from such suspension or termination.

14. Dispute Resolution
14.1 Parties should first attempt to resolve disputes by escalation to nominated representatives. If unresolved within 14 days, the parties will attempt good-faith mediation with a mutually agreed mediator in Adelaide. If mediation fails, either party may pursue court proceedings.

14.2 This clause does not prevent either party from seeking urgent interlocutory relief from a court.

15. Confidentiality
15.1 Each party must keep confidential all commercial, technical or business information disclosed by the other and not disclose such information except as required by law or with the disclosing party’s consent.

16. Variation, Assignment & Third Party Rights
16.1 These Terms may be varied only in writing signed by both parties. DropWise may assign or subcontract rights and obligations to any third party, provided DropWise notifies the Client.

16.2 The Client may not assign or subcontract obligations without DropWise’s prior written consent.

17. Notices
17.1 Notices must be in writing and sent to the contact details in the Job Order. Notices by email are effective upon successful transmission except where the sender is notified of failure.

18. GST & Taxes
18.1 All amounts are in AUD and exclude GST unless otherwise stated. The Client must pay any GST or other government taxes payable in connection with the Services.

19. Severability, Entire Agreement & Waiver
19.1 If any provision is invalid or unenforceable, it will be severed and the remainder will continue. These Terms constitute the entire agreement between the parties concerning the Services and supersede prior agreements. Failure to enforce a right is not a waiver of that right.

20. Governing Law & Jurisdiction
20.1 The laws of South Australia and the Commonwealth of Australia govern these Terms. Parties submit to the non-exclusive jurisdiction of the courts of South Australia.

21. Acceptance
21.1 By submitting a Job Order, accepting a quotation, delivering Materials to the agreed Pickup Point or otherwise instructing DropWise to proceed, the Client acknowledges it has read, understood and agrees to be bound by these Terms.