Ride Share Terms and Conditions - Avalon Airport

Ride Share Terms and Conditions

1. Definitions

  1. In this document:

Acceptance has the meaning given to it in paragraph 3(a)

Agreement means these terms of use, as amended by the Owner from time to time.

Airport means Avalon Airport, Australia.

Airport Authorised Driver means a Driver that has given an Acceptance and is not at the time on the Blacklist.

Airport Land means that land within the Airport boundaries that is accessible to the public.

Airports Legislation means all Laws, to the extent they relate to the operation of the Airport.

App means the mobile smartphone application (if applicable) used by Drivers that enables passengers to arrange transportation services provided by Drivers.

Approved Purpose means Airport Authorised Drivers conducting Passenger Pick-Ups from the Approved Pick-Up Zone.

Authorised Persons means any person exercising authority or a power or discretion under a Law.

Blacklist mean the list of Drivers who are not permitted to carry out Passenger Pick-Ups, as determined by the Owner from time to time.

Claim includes any debt, claim, proceeding, cause of action, action, demand or suit of any nature whatsoever whether at common law, in equity or under statute.

Designated Areas means:

  1. the Drop-Off Zone;
  2. the Pick-Up Zone; and
  3. the Holding Area.

Digital Network means the online-enabled technology application service provided by the Operator that enables passengers to arrange transportation services with a Driver.

Driver means the driver named in the Schedule.

Drop-Off Zone means the area(s) of the Airport designated by the Owner for the dropping off of passengers, as notified to the Operator in writing from time to time (or, in the absence of notification, the designated public drop off locations at the Airport).

Holding Area means that part of the Airport as notified to the Driver as the Holding Area by the Owner, as amended from time to time.

Law means any statute, regulation, rule, proclamation, ordinance, by-law or code (including any such statute, regulation, rule, proclamation, ordinance, by-law or code which would apply if the Airport were not in a Commonwealth Place).

Loss means any loss, cost, expense, damage, liability, penalty or exposure of any type whether present or future, fixed or unascertained, actual or contingent.

Operator means the operator named in the Schedule.

Operator Agreement means the agreement between the Operator and the Owner in relation the conduct and/or operation of the Operator’s business from the Airport.

Owner means Avalon No 1 Pty Ltd ABN 61 287 455 702.

Passenger Pickup means the collection of a passenger by a Driver at the Airport.

Per Trip Fee means initially the amount shown in the Schedule as the per trip fee, and thereafter that amount as adjusted in accordance with paragraph 10.

Pick-Up Zone means that part of the Airport from which Passenger Pick-Ups are permitted as notified to the Driver by the Owner, as amended from time to time.

Related Body Corporate has the meaning given in the Corporations Act.

Rideshare Legislation means any Victorian legislation (which includes amendments to any existing legislation) relating to the commercial passenger industry in Victoria which permits the operation of ride-sharing services in Victoria.

Security Rules means requirements of general application established from time to time by the Owner as being essential to the security and safety of the Airport, including in relation to:

  1. emergency procedures;
  2. staff security clearances;
  3. security screening (personnel and goods); and
  4. aviation security identification cards.

Transfer means assign, dispose of, transfer, novate or otherwise deal with.

  1. Unless otherwise expressed to the contrary:
    1. words importing:
      1. the singular includes the plural and vice versa; and
      2. any gender includes the other gender;
    2. an obligation of two or more parties will bind them jointly and severally;
    3. a word or expression defined in the Corporations Act 2001 (Cth) has the same meaning if used in this Agreement;
    4. if a word or phrase is defined cognate words and phrases have corresponding definitions;
    5. a rule of construction does not apply to the disadvantage of a party because the party was responsible for the preparation of this Agreement or any part of it;
    6. if any act or thing is required by this Agreement to be done on a day which is not a Business Day, that act or thing may be done on the next Business Day;
    7. a reference to:
      1. a person includes a firm, unincorporated association, partnership, corporation, a government or statutory body or authority;
      2. a person includes its legal personal representatives, successors and assigns;
      3. a statute, ordinance, code or other law includes regulations and other statutory instruments
        under it and consolidations, amendments, re-enactments or replacements thereto;
      4. a right includes a benefit, remedy, discretion, authority or power;
      5. an obligation includes a warranty or representation and a reference to a failure to observe or perform an obligation includes a breach of warranty or representation;
      6. provisions or terms of this document or another document, agreement, understanding or arrangement includes a reference to both express and implied provisions and terms;
      7. time is to local time in the place where the Airport is located;
      8. $ or dollars is a reference to the lawful currency of Australia;
      9. this or any other document includes the document as varied or replaced and notwithstanding any change in the identity of the parties;
      10. writing includes any mode of representing or reproducing words in tangible form and includes facsimile and e-mail transmission;
      11. anything (including, without limitation, any amount) is a reference to the whole or any part of it and a reference to a group of things or persons is a reference to any one or more of them; and
      12. a reference to any statute or regulation Includes all statutes and regulations amending, consolidating or replacing them and a reference to a statute includes all regulations, proclamations, ordinances and by-laws made or issued under that statute.
    8. Headings do not affect the interpretation of this document.
    9. If there is any inconsistency between any term, condition or obligation in this Agreement and the Airports Legislation then the Airports Legislation will prevail to the extent of the inconsistency.

2. Acceptance and consent to entry

  1. The Driver acknowledges that:
    1. it has provided its acceptance to the terms of this Agreement and its name and contact details to the Owner (or to the Operator on behalf of the Owner) (Acceptance);
    2. the Acceptance is provided and held for the benefit of the Owner; and
    3. it is bound by the terms of this Agreement and the Owner may enforce this Agreement against the Driver.
  2. In consideration for the Driver providing an Acceptance,the Owner permits the Driver to enter Airport Land for the sole purpose of:
    1. dropping off passengers at the Airport in accordance with paragraph 2;
    2. using the Pick-Up Zone for the Approved Purpose in accordance with paragraph 3; and
    3. using the Holding Area when waiting to effect the Approved Purpose in accordance with paragraph 3,

on and subject to the terms and conditions set out in this Agreement.

  1. The right granted under paragraph 3(b) is subject to the Owner’s right to alter the Designated Areas in accordance with:
    1. this Agreement;
    2. the Airports Legislation; and
    3. the Security Rules.

3. Dropoff

 The Driver must only drop off passengers in the Drop-Off Zone.

4. Pick-up

  1. The Driver must only pick up passengers in the Pick-Up Zone.
  2. The Driver must only stay in the Pick-Up Zone for a maximum dwell time of 2 minutes.
  3. An Airport Authorised Driver must enter the Holding Area before commencing a Passenger Pick-Up, unless:
    1. if a passenger cancels a trip request from the Approved Pick-Up Zone after the Driver leaves the Holding Area to collect that passenger and the Driver is allocated a Passenger Pick-Up prior to returning to the Holding Area;
    2. the Driver is outside the Airport Land when they receive the request; or
    3. otherwise advised in writing by the Owner from time to time (which may be communicated by the App).
  4. Airport Authorised Drivers must not effect a Passenger Pick-Up anywhere within the Airport Land except the Pick-Up Zone.
  5. Drivers on the Blacklist cannot conduct Passenger Pick-Ups or access the Airport.

5. Driver obligations

  1. If, at any time, any Law requires Driver to show his or her accreditation to an Authorised Person, the Driver must immediately do so when requested. If the Driver fails to do so, the Owner may:
    1. require Driver to immediately vacate Airport Land; and/or
    2. place the Driver on the Blacklist.
  2. The Driver must not enter the Airport Land other than for the purpose of:
    1. dropping off passengers at the Airport in accordance with paragraph 2;
    2. using the Approved Pick-Up Zone for the Approved Purpose; or
    3. using the Holding Area when waiting to effect the Approved Purpose.
  3. The Driver:
    1. must comply with any lawful direction of an Authorised Person, the Owner or Owner’s Representative at the Airport;
    2. acknowledges and agrees that:
      1. parking in unauthorised areas may incur an Infringement and/or may lead to the Driver being put on the Blacklist; and
      2. failure by the Driver to comply with the directions of an Authorised Person, the Owner or the Owner’s Representative may lead to the Driver being put on the Blacklist.
  4. In the event of a security event, emergency, or disaster the Driver must follow the directions of any Authorised Person, the Owner and/or the Owner’s Representative.
  5. The Driver must at all times comply with:
    1. the Security Rules;
    2. without limiting paragraph 6(e)(i), all protocols, rules and policies established by the Owner and notified to the Driver (which may be by way of displaying or making available the relevant protocol, rule or policy on the website of the Owner);
    3. any relevant policies of a government department or authority; and,
    4. all applicable Laws.
  6. The Driver must not leave a vehicle unattended within the Airport and the Driver acknowledges that doing so may result in the vehicle being towed and/or Driver being put on the Blacklist.
  7. The Driver must not leave baggage unattended in the Designated Areas and must take reasonable steps to ensure that passengers do not leave their baggage unattended.
  8. The Driver must immediately report to the Owner any of the following occurrences within the Airport in accordance with paragraphs 6(i) and/or 6(j) (as the case may be):
    1. suspicious activity;
    2. persons acting aggressively;
    3. unattended vehicles left in any area that is not designated for parking;
    4. unattended baggage or parcels;
    5. unauthorised persons entering restricted areas of the Airport; and
    6. persons carrying a weapon, or suspected of carrying a weapon.
  9. Any occurrences listed in paragraph 6(h)above which present an immediate threat or risk must be reported to:
    1. the 000 emergency services call centre; or
    2. 131 AFP for the Australian Federal Police call centre, and a follow up call must be made to the Airport emergency line on 52279165
  10. Any occurrences listed in paragraph 6(h) above which do not present an immediate threat or risk must be reported to the Airport emergency line on 52279165.
  11. Vehicles used by the Driver at or on the Airport Land:
    1. must be roadworthy and comply with relevant Australian legislative requirements; and
    2. must be registered with VicRoads in accordance with legislative requirements,
      and the Driver warrants that its vehicle so complies.
  12. The Driver must:
    1. hold a current Australian driver’s license;
    2. upon request by the Owner, install and carry a valid Electronic Monitor; and
    3. meet all of the Operator’s requirements to access the Digital Network.
  13. The Driver must comply with all relevant safety controls in accessing and using the Designated Areas and immediately:
    1. notify the Owner of any hazard or requirement arising in connection with a Designated Area;
    2. remedy the hazard, breach or requirement to the satisfaction of the Owner] if it was caused or contributed to by Driver; and
    3. provide uninterrupted and immediate access to the Owner and its employees, agents and contractors as is reasonably required to rectify any threat to health or safety arising in connection with a Designated Area.
  14. Without limiting the Driver’s obligations under paragraph 6(h), the Driver must inform the Owner’s Representative whenever any of the following incidents occur on the Airport Land:
    1. any person is injured;
    2. any property is damaged;
    3. any incident which requires a vehicle to be towed;
    4. any customer of Driver falls ill and requires medical attention;
    5. there is an altercation between the Driver and any other person which requires the intervention of police, the Owner’s staff or landside security personnel;
    6. a vehicle operated by the Driver breaks down;
    7. a vehicle is left unattended within a Designated Area or on any other area within the Airport Land where vehicles must not, in accordance with Airport security protocols, be left unattended;
    8. a vehicle operated by the Driver spills fuel, oil or lubricants onto the surface of any Airport road in such quantity that a cleanup is required;
    9. any vehicle operated by the Driver is involved in an accident or otherwise damaged.
  15. The Driver must maintain a standard of behaviour that does not offend the sensitivities of any persons on or in the Airport.
  16. The Driver must:
    1. dispose of litter only within the litter bins provided at the Airport or within vehicles;
    2. not use profane language within the public areas of the Airport;
    3. not engage in arguments with parking officers, the Owner’s staff members or any other person within the public areas of the Airport;
    4. not impede the public access areas of the Airport;
    5. not do anything at the Airport which may constitute a nuisance, annoyance or danger to any person at the Airport; and
    6. not smoke (including electronic cigarettes), unless in designated smoking areas.
  17. The Driver must not (and must not use spotters to) solicit, tout or seek business from any person at the Airport.
  18. The Driver must only collect passengers from the Airport that have booked transportation using the Digital Network.
  19. Driver must not do anything which may damage any part of the Airport or any fixtures, fittings or equipment installed at the Airport or any other property belonging to or controlled by the Owner or any other person located within the Airport Land (Airport Property). If the Driver damages any Airport Property, the Driver must report the damage immediately to the Owner’s Representative and the Owner may repair the damage, arrange for another contractor or tradesperson to repair the damage, or make arrangements repair the damage or replace the damaged property at the cost of the Driver, and the Driver must pay or reimburse the Owner for the cost of such repair or replacement on demand.
  20. The Driver must not display within Airport Land any advertisement, placard, sign or keybox, except with the Owner’s prior written approval (which may be given, withheld, or given subject to conditions, in the Owner’s absolute discretion).
  21. Any advertising signage on the Drivers’ vehicles must not be offensive or otherwise deemed inappropriate, as determined by the Owner (acting reasonably).
  22. The Driver consents to the Owner’s use and disclosure of all information, reports and records (including personal information) made available to the Owner by the Operator or acquired by the Owner under or in any way relating to the Driver’s use of the Airport or in connection with this Agreement.
  23. The Driver must maintain and comply with the conditions of all relevant licences (including a driver’s licence and applicable commercial vehicle licences), directions, authorities, accreditations and permissions required by all Laws from time to time. The Driver must also provide proof of currency of such licences, authorities or permissions when requested to do so by an Authorised Person, the Owner or the Owner’s Representative.
  24. The Driver must maintain, and provide to the Owner upon request (in a form reasonably required by the Owner) a record of:
    1. the number of times the Driver enters the Airport (but only to the extent that a Driver has entered the Airport in the relevant period to which the report relates);
    2. its Passenger Pick-Ups, including client(s) names and service information, such as client(s) pick up and drop off details;
    3. its passenger drop offs at the Airport; and
    4. any other reporting data or records of the Operator as reasonably requested by the Owner in relation to the Driver’s activities at or in relation to the Airport,
  25. The Driver must pay all parking fees and other costs that it incurs within Airport Land in relation to its vehicle.
  26. The Driver must not avoid a parking fee that the Driver has incurred at the Airport by tailgating through a car park exit or entry or in any other way avoid a parking fee that the Driver has incurred.
  27. The Driver agrees to be bound by the terms and conditions of entry to any car parks at the Airport.
  28. The Driver must comply with all rules and directions displayed within Airport Land and with any directions given to Driver by an Authorised Person.
  29. The Driver must not cause damage to property or persons.
  30. The Driver must not be found guilty of, or be serving a sentence in respect of, an indictable offence.
  31. The Driver must not act in a manner within Airport Land that is inconsistent with Law.
  32. The Driver must not cause disruption, interference or blockade to the movement of traffic.
  33. The Driver must drive safely at all times within Airport Land.
  34. The Driver must not park its vehicle so as to obstruct the free passage of traffic or persons.
  35. The Driver must obey all signage at the airport and must only park or stand in areas that are designated parking or standing areas.
  36. The Driver acknowledges and agrees that any failure to comply with this Agreement may result in the Driver being immediately put on the Blacklist without notice.
  37. If the Driver does not comply with the terms of this Agreement, the Owner may notify the Driver that the Driver is on the Blacklist, in which case Driver must immediately leave the Airport Land (regardless of whether Driver is yet to effect a Passenger Pick-up or a passenger drop off). A notification pursuant to this paragraph may be given verbally by the Owner and is not required to be given in writing to be effective.

6. Blacklist

  1. In the event of:
    1. a security breach by the Driver;
    2. undesirable behaviour by the Driver (as determined by the Owner acting reasonably);
    3. non-compliance with the terms of this Agreement by the Driver; or
    4. a serious complaint in respect of Driver’s activities at the Airport,
      of if the Owner otherwise sees fit to do so, the Owner may add the Driver to the Blacklist.
  2. Where the Owner places a Driver on the Blacklist, the Owner will notify the Operator in writing.
  3. The Driver acknowledges that for so long as it is on the Blacklist, it:
    1. will be prevented from using the App to accept Passenger Pick-Up requests from the Airport; and
    2.  must not enter the Airport Land to affect a pick-up of a passenger from within the Airport Land (including a passenger who has requested transport via the Digital Network).
  4. The Owner may determine in its absolute discretion if and when a Driver on the Blacklist is removed from the Blacklist.

7. Per Trip Fee

The Driver acknowledges that the Owner will charge to the Operator a fee calculated by reference to the number of Passenger Pick-Ups multiplied by the Per Trip Fee for a period.

8. Changes to payment system

  1. The Owner reserves the right to change from the payment system described in paragraph 8 to a real time payment system (which may include the use of Driver E-tags and/or licence plate recognition) (RTPS).
  2. If the Owner elects to change to a real time payment system:
    1. Driver must do all things reasonably required by the Owner to give effect to the change; and
    2. the Owner will charge the Per Trip Fee payable in respect of each Passenger Pick-Up directly to the Driver in accordance with the RTPS; and
    3. upon implementation of the RTPS, paragraph 8 will no longer apply.
  3. The Driver acknowledges that the Driver will cease to be an Airport Authorised Driver if he or she does not comply with paragraph 9(b).

9. Adjustment of Per Trip Fees

  1. The Owner may vary the Per Trip Fee at any time by notice in writing (Review Notice). A Review Notice may be issued by:
    1. notice in writing to the Driver;
    2. publishing the notice in a newspaper circulating in the area in which the Airport is located (in which case the Review Notice is deemed to have been provided to the Driver on the date the newspaper is published); or
    3.  publishing the notice on the Airport website (in which case the Review Notice is deemed to have been provided to the Driver on the date the website is updated to include the details required to be included in the Review Notice).
  2. A Review Notice must set out:
    1. the revised amount of the Per Trip Fee (Reviewed Fee);
    2. the date from which the Reviewed Fee will apply (which must be a date after the Review Notice is provided to the Driver) (Review Date).
  3. On and from the Review Date, the Per Trip Fee will be the Reviewed Fee.

 10. Payment Terms

All payments under this Agreement, including the Per Trip Fee, shall be paid in Australian dollars.

11. Change of Location

  1. Driver acknowledges and agrees that the Owner may manage and use the Airport as the Owner considers appropriate and that the Owner may:
    1. relocate or reconfigure the Pick-Up Zone, Drop Off Zone and/or Holding Area;
    2. alter parts of the Airport or Airport facilities;
    3. redevelop or refurbish any part of the Airport or Airport facilities; or
    4. alter access or traffic or parking arrangements at the Airport.
  2. The Owner may close access to or temporarily relocate the Pick-Up Zone, Drop Off Zone or Holding Area without notice for the purposes of managing security, any emergency, road works, catering for the influx of a large number of passengers, to control congestion issues, to manage traffic and passenger flows or for such other reasons as the Owner considers appropriate in order to facilitate efficient Airport operations.
  3. The Owner may, in order to control congestion and passenger flows, temporarily relocate the Pick-Up Zone, Drop Off Zone or Holding Area or direct any vehicle to another area on a case-by-case basis without prior notice.
  4. In making decisions regarding access to or the relocation of the Pick-Up Zone, Drop Off Zone or the Holding Area (on either a permanent or temporary basis) the Owner is not obliged to have regard to the impact on the Driver’s business.
  5. The Driver will not be entitled to make any Claim against the Owner for any Losses associated with any maintenance, development or refurbishment of any part of the Airport, the relocation or reconfiguration of the Pick-Up Zone, Drop Off Zone or Holding Area, or the alteration of roads or changes in other traffic management arrangements.

12. Goods and services tax

  1. In this clause:
    1. “GST” means GST within the meaning of the GST Act.
    2. “GST Act” means A New Tax System (Goods and Services Tax) Act 1999 (as amended); and
    3. expressions used in this clause 13 and in the GST Act have the same meanings as when used in the GST Act.
  2. Unless otherwise expressly stated, all amounts or other sums payable or consideration to be provided under this Agreement are exclusive of GST. If GST is payable by a supplier, or by the representative member for a GST group of which the supplier is a member, on any supply made under this Agreement, the recipient must pay to the supplier an amount equal to the GST payable on the supply. The recipient must pay the amount referred to in this clause 13(b) in addition to and at the same time that the consideration for the supply is to be provided under this Agreement.
  3. Where a party is required under this Agreement to pay or reimburse an expense or outgoing of another party, the amount to be paid or reimbursed by the first party is to be the sum of:
    1. the amount of the expense or outgoing less any input tax credits in respect of the expense or outgoing to which the other party, or to which the representative member for a GST group of which the other party is a member, is entitled; and
    2. if the payment or reimbursement is subject to GST, an amount equal to that GST.
  4. A party is not obliged, under clause 13(b), to pay the GST on a taxable supply to it under this Agreement, until given a valid tax invoice for the supply.
  5. If an adjustment event arises in respect of a taxable supply made by a supplier under this Agreement, the amount payable by the recipient under clause 13(b) must be recalculated to reflect the adjustment event and a payment must be made by the recipient to the supplier or by the supplier to the recipient as the case requires.

13. Termination

  1. This Agreement terminates automatically on termination of the Operator Agreement between the Owner and the Operator.
  2. Without limiting 14(a), the Owner may terminate this agreement by:
    1. giving not less than 30 days’ notice in writing to the Driver (which may be given at any time and for any reason); or
    2. giving 24 hours’ notice to a Driver where the Driver is on the Blacklist at the time the notice is given.

14. Application of the Airports Legislation

The Driver acknowledges that:

  1. as part of its responsibilities as lessee and operator of the Airport, the Owner is bound to observe and perform the requirements of Airports Legislation and that any conduct of the Owner in such a capacity in the proper exercise of its powers is deemed not to be a breach of any of the Owner’s covenants under this Agreement;
  2. the Owner may exercise its powers, discretions and obligations under the Airports Legislation insofar as they relate to this Agreement or its rights under this Agreed Method of Operation independently and objectively and without regard to Driver’s interests and rights as a party to this Agreement; and
  3. all rights, powers and remedies conferred on the Owner by this Agreement or by Law, express or implied, may be exercised by the Owner or by any representative properly authorised to act on the Owner’s behalf.

15. Warranties and representations

Each party represents and warrants to the other party that:

  1. it has the power to enter into and perform this Agreement;
  2. it has taken all necessary action to authorise the execution, delivery and performance of this Agreement in accordance with its terms; and
  3. the execution, delivery and performance of this Agreement by the party complies with its constituent documents.

16. Release and indemnity

  1. The Driver agrees to indemnify the Owner, its Related Bodies Corporate and their respective officers, directors, agents and employees, from and against any and all Claims and Losses (including, but not limited to, reasonable attorney’s fees, court costs and litigation expenses), arising out of or related to:
    1. the Driver’s vehicle;
    2. the Driver’s performance of this Agreement or exercise of rights granted under this Agreement;
    3. any act or omission of the Driver related to this Agreement;
    4. the failure of the Driver to comply with any applicable Laws, ordinances, rules or regulations related to this Agreement; or
    5. any breach or default by the Driver of any of its obligations under this Agreement.
  2. Notwithstanding the foregoing, Driver’s liability under paragraph 15(a) will be reduced to the extent of any Claims arising out of or related to any negligent act or omission of the Owner or its officers, directors, agents, and employees.
  3. The indemnities given by the Driver under this Agreement shall survive any expiration or termination of this Agreement.
  4. The Driver acknowledges that the Owner is not liable to the Driver (or any passengers in Driver’s vehicle, or any other party) for any loss, damage, injury or any incidental, indirect, special, consequential or economic loss or damage (including loss of opportunity, exemplary or punitive damages) whether to person or property (including Driver’s vehicle) and whether arising from default, negligence, misconduct or otherwise by the Owner, its employees or agents.
  5. The Owner reserves the right to tow or enter Driver’s vehicle and move it where the vehicle has been left unattended or has become a hazard. Driver agrees that the Owner has no liability for any loss or damage caused as a result of entering or moving Driver’s vehicle.
  6. The Owner may collect any information (including personal information) reasonably required by the Owner to verify Driver’s identity, authorisation, accreditation and licensing requirements, to monitor and enforce compliance with these terms and to ensure the safety and security of all users of the Airport. The Owner collects your personal information from you directly and also from others and through other means, including audio visual surveillance (operated by the Airport and its service providers), police and licensing authorities.

17. Insurance

The Driver must take out and maintain:

  1. public liability insurance; and
  2. compulsory third party and third party property damage insurance in respect of the vehicle of the Driver,
    on terms (including as to the amount of coverage) and with an insurer acceptable to the Owner.

18. Driver acknowledgement

The Driver acknowledges and agrees that:

  1. this Acceptance is given to the Owner and may be relied upon and enforced by the Owner;
  2. to the extent the Operator holds, held or received the Driver’s acceptance of this Agreement, the Operator holds, held and received the acceptance on behalf of the Owner and may provide the acceptance to the Owner;
  3. where this Agreement contemplates the Owner issuing a notice or direction or exercising a right, that notice, direction or right may be exercised by:
    1. the Owner;
    2. the Operator on behalf of the Owner;
    3. any other person acting with the authority of the Owner.

19. No guarantee of trade

In entering into this Agreement, Driver does so entirely of its own volition and acknowledges that:

  1. neither the Owner nor any of its Related Bodies Corporate, employees, agents or representatives has made any representation, express or implied, to the Operator or the Driver as to the volume of trade which may be anticipated by the Driver at the Airport;
  2. the Owner will not be liable to the Driver for any Loss (including loss of revenue or diminution in the business of Driver) resulting from any relocation, extension, or redesign of the Airport or any other capital works within the Airport, or from any interruption to flight or passenger movements or the movement of transport through the Airport howsoever caused; and
  3. the Driver has no exclusive rights or use or possession of the Designated Areas and must use those areas in common, and without any form of priority, with other users of the Airport.

20.  No exclusivity

The Driver acknowledges and agrees that the Driver does not have any exclusive rights to conduct business the same as or similar to all or any part of the business of the Driver at the Airport and that the Owner has the right, at all times, to arrange with others for similar activities at the Airport.

21. Amendments

  1. The Owner may vary the terms of this Agreement, at any time and from time to time by notice in writing to the Driver, effective on the date set out in the notice (Variation).
  2. The Driver accepts the Variation when it gives an acceptance of the Variation in accordance with clause 3(a) (as though the Variation was the Agreement as referred to in that clause).
  3. Upon the Driver accepting the Variation in accordance with clause 22(b), the Variation becomes the Agreement (subject to any terms of the Variation to the contrary).
  4. The Driver is not permitted to conduct a Passenger Pick-Up on or after the date on which the Variation takes effect unless and until the Variation is accepted by the Driver.

22. Assignment

  1. The Owner may Transfer any or all of its rights or obligations under this Agreement to any person that takes over its lease of the Airport or who becomes responsible for the future operations of the Airport.
  2. The rights of Driver under this Agreement are personal to the Driver and the may Transfer any of its rights or interest under this agreement to any other person.

23. Governing Law and jurisdiction

This Agreement is governed by and is to be construed in accordance with the laws in force in Victoria.

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