Location Agent Agreement

This is a template agreement. Fields marked [Insert X] are completed upon execution of the agreement between ReviRide and the approved Location Agent. Schedule 3 details are specific to each Location Agent and are completed at the time of signing.

REVIRIDE COMMERCIAL AGENCY AGREEMENT

DATE: [Date]

PARTIES:

REVELRY MOTORCYCLES PTY LTD (ACN 166 542 267) of 336 Parramatta Road, Burwood NSW 2134 (ReviRide); and [OPERATOR NAME] (ACN/ABN [Insert ACN/ABN]) of [Address] (Location Agent). (Collectively, the Parties)

RECITALS:

A. ReviRide operates a reservation management platform (RMS) and acts as a commercial agent for vehicle owners to market, book, and manage motorcycle rentals. B. The Location Agent operates an independent motorcycle business (e.g., dealership, rental shop) and wishes to act as a local agent for ReviRide to facilitate vehicle handovers, safety inspections, and customer verification for bookings made through the RMS. C. The Location Agent retains full ownership and control of its own business, branding, and operations, and may use other platforms or marketing channels at its discretion. D. The Parties agree to this commercial agency relationship on the terms set out below.

IT IS AGREED:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions:

Approved Vehicle means a motorcycle owned by the Location Agent or a third-party owner, approved by the Location Agent for rental via the RMS. Commission means the fee payable to the Location Agent, calculated as 39% of Gross Rental Revenue. Gross Rental Revenue means the total amount paid by a Customer for a Rental, excluding GST, refunds, chargebacks, and insurance premiums. Reservation Management System (RMS) means ReviRide's proprietary booking and management platform. Safety Compliance Duties means the inspections, checks, and verifications required by ReviRide's insurer and set out in Schedule 2. Services means the local agency services provided by the Location Agent, including vehicle preparation, customer verification, key handover, and incident reporting. Start Date means the date this Agreement commences, as specified in Schedule 3.

1.2 No Franchise Relationship: The Parties expressly acknowledge that this Agreement does not create a franchise relationship under the Competition and Consumer Act 2010 (Cth). The Location Agent pays no fees, royalties, or levies to ReviRide and operates an independent business.

2. APPOINTMENT AND INDEPENDENCE

2.1 Appointment: ReviRide appoints the Location Agent as a non-exclusive independent contractor to provide Services for ReviRide-sourced bookings at the Location Agent's premises.

2.2 Independence:

(a) The Location Agent is free to operate its own business, including renting motorcycles under its own brand, using other reservation platforms (e.g., Riderly, EagleRider), and marketing independently. (b) The Location Agent is not required to adopt ReviRide's branding, uniforms, or marketing plans for its general business. (c) The Location Agent is solely responsible for its own staff, taxes, superannuation, and workers compensation.

2.3 No Exclusivity: ReviRide may appoint other agents in the same area. The Location Agent may work with other rental platforms.

3. SCOPE OF SERVICES

3.1 ReviRide's Obligations:

(a) Provide access to the RMS for booking management. (b) Market vehicles and generate reservations via ReviRide's channels. (c) Process all Customer payments and remit Commission to the Location Agent. (d) Arrange master insurance policies for the fleet (subject to Safety Compliance Duties).

3.2 Location Agent's Obligations:

(a) Vehicle Approval: For Commercial Rideshare (CR) vehicles, the Location Agent has sole discretion to approve or deny vehicles for the RMS based on their condition and suitability. (b) Safety Compliance Duties: Act as ReviRide's proxy for the insurer by performing all Safety Compliance Duties (Schedule 2) strictly before every rental. (c) Customer Verification: Verify Customer identity, licence validity, and age (minimum 25 years) in accordance with RMS protocols. (d) Handover: Conduct professional vehicle familiarisation and gear handover. (e) Incident Reporting: Report any accidents, damage, or safety concerns to ReviRide immediately. (f) RMS Usage: All ReviRide-sourced bookings must be processed exclusively through the RMS.

4. FINANCIAL TERMS

4.1 Commission: ReviRide will pay the Location Agent a Commission of 39% of Gross Rental Revenue for each Rental facilitated by the Location Agent.

4.2 No Fees: The Location Agent pays no initial fees, ongoing royalties, or marketing levies to ReviRide.

4.3 Invoicing and Payment:

(a) By the 5th day of each month, ReviRide will provide a statement of Gross Rental Revenue for the previous month. (b) The Location Agent must issue a valid tax invoice for the Commission (plus GST) by the 7th day of the month. (c) ReviRide will pay the invoiced amount by the 10th day of the following month.

4.4 GST: All amounts are exclusive of GST. The Location Agent must include GST on their tax invoice.

4.5 Audit Rights: ReviRide may audit the Location Agent's records related to this Agreement once per year with 14 days' notice.

5. INSURANCE AND LIABILITY

5.1 Insurance Proxy Role: The Location Agent acknowledges that the Safety Compliance Duties are a condition precedent to the insurance coverage arranged by ReviRide. Failure to perform these duties may void insurance coverage for specific Rentals.

5.2 Location Agent Insurance: The Location Agent must maintain, at its own cost:

(a) Public Liability Insurance ($20M minimum); (b) Workers Compensation Insurance as required by law.

5.3 Indemnity:

(a) The Location Agent indemnifies ReviRide against claims arising from the Location Agent's negligence in performing Safety Compliance Duties or other Services. (b) ReviRide indemnifies the Location Agent against claims arising from ReviRide's gross negligence or wilful misconduct.

6. INTELLECTUAL PROPERTY AND DATA

6.1 RMS License: ReviRide grants the Location Agent a limited, non-exclusive license to use the RMS solely for managing ReviRide-sourced bookings.

6.2 Branding: The Location Agent is not required to display ReviRide branding. If they choose to do so, it must be in accordance with ReviRide's guidelines.

6.3 Data Privacy: The Location Agent must handle Customer personal information accessed via the RMS in accordance with the Privacy Act 1988 (Cth) and only for the purpose of fulfilling the Services.

7. TERM AND TERMINATION

7.1 Term: This Agreement commences on the Start Date and continues until terminated by either Party.

7.2 Termination for Convenience: Either Party may terminate this Agreement by giving 30 days' written notice.

7.3 Termination for Cause: Either Party may terminate immediately if the other commits a material breach and fails to remedy it within 7 days.

7.4 Effects of Termination:

(a) The Location Agent must honour all confirmed bookings for 7 days post-termination. (b) ReviRide will revoke RMS access upon termination. (c) Final Commission payments will be made within 30 days.

8. DISPUTE RESOLUTION

8.1 Mediation: Disputes must be referred to mediation in Sydney, NSW, under the rules of the Resolution Institute before litigation.

9. GENERAL

9.1 Governing Law: New South Wales.

9.2 Entire Agreement: This Agreement constitutes the entire understanding between the Parties.

ELECTRONIC ACCEPTANCE

By submitting this application, you confirm that you have read, understood, and agree to be bound by this Location Agent Agreement. Your acceptance is recorded electronically with your account details and submission timestamp.

SCHEDULE 1: REVENUE SHARE & PAYMENT DETAILS

Revenue Split Model:

  • Vehicle Owner: 49% of Gross Rental Revenue (less $18.50/day insurance premium if applicable).
  • ReviRide (Facilitator): 12% of Gross Rental Revenue.
  • Location Agent: 39% of Gross Rental Revenue.

Payment Details:

  • Bank Name: [Insert]
  • Account Name: [Insert]
  • BSB: [Insert]
  • Account Number: [Insert]
  • Tax Invoices: Must include ABN, description of services ("Agency Services for [Month]"), and GST amount.

SCHEDULE 2: SAFETY COMPLIANCE DUTIES (INSURER PROXY)

The Location Agent must perform the following duties for every Rental. Failure to do so may void insurance coverage.

Pre-Rental Inspection:

  • Check tyres, brakes, lights, fluids, and chain tension.
  • Take timestamped photos of vehicle condition.
  • Confirm no existing damage affects safety.

Customer Verification:

  • Physically inspect Customer's motorcycle licence.
  • Verify identity matches booking details.
  • Confirm Customer is fit to ride (no visible intoxication).
  • Confirm Customer age ≥ 25 years.

Familiarisation:

  • Walk Customer through vehicle controls.
  • Ensure Customer understands gear usage.
  • Obtain E-Signature on Rental Agreement via RMS.

Post-Rental Inspection:

  • Check for new damage.
  • Record odometer and fuel level.
  • Calculate excess km charges ($0.50/km over 800km/day) if applicable.
  • Report any safety issues to ReviRide immediately.

SCHEDULE 3: APPROVED LOCATION DETAILS

  • Location Name: [Insert]
  • Address: [Insert]
  • Operating Hours: [Insert]
  • Authorised Signatories: [Insert Names]
  • Start Date: [Insert Date]