AOTEAROA RIDESHARE LIMITED
SERVICES AGREEMENT
1 September 2024
1. Recitals. This Services Agreement ("Agreement") constitutes a legal agreement between you, an individual ("you") and Aotearoa Rideshare Limited, a company registered in New Zealand with Company Number 9429052178689 (“Aotearoa Rideshare”).Aotearoa Rideshare will procure and facilitate the provision of lead generation services, being on-demand intermediary and related services rendered via a digital technology application that enables transportation providers to seek, receive and fulfil demand requests for transportation services ("Aotearoa Rideshare Services") to you, an independent provider of peer-to-peer passenger transportation services ("Transportation Services"). Aotearoa Rideshare will licence you the Aotearoa Rideshare Driver App ("Driver App"), a mobile application provided by Aotearoa Rideshare that enables you to access and receive the Aotearoa Rideshare Services, and will facilitate payment of Fares. The Aotearoa Rideshare Services and Driver App enable you to seek, receive and fulfil requests for Transportation Services from authorised users of the mobile application provided by Aotearoa Rideshare (“Aotearoa Rideshare App”), ("Users"). In order to use the Aotearoa Rideshare Services and Driver App, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Aotearoa Rideshare shall be bound by the terms and conditions set forth below. References herein to “Aotearoa Rideshare” shall be taken as a reference to Aotearoa Rideshare and their Affiliates (as defined in clause 32).
2. Provision of Transportation Services. When the Driver App is active, User requests may appear in the Driver App if you are available and in the vicinity of the User. If you accept a User's request for Transportation Services, you will be provided with the User’s first name and pickup location via the Driver App. You acknowledge and agree that the Aotearoa Rideshare App may provide the User with certain information about you, including your first name, contact information, photo, location, your vehicle make, model and licence plate number. You shall not contact any User or otherwise use any of the personal information made available to you by Aotearoa Rideshare, via the Driver App or otherwise, other than for the purposes of fulfilling Transportation Services. You acknowledge and agree that you alone will choose the most effective and safe manner to perform each instance of Transportation Services, and, except for the provision of the Aotearoa Rideshare Services and the licence to use the Driver App, you will need to provide (at your own expense) all necessary equipment, tools and other materials to perform Transportation Services.
3. Your Relationship with Users. You acknowledge and agree that your provision of Transportation Services to Users creates a legal and direct business relationship between you and the User. Aotearoa Rideshare and their Affiliates are not responsible or liable for the actions or inactions of a User in relation to you, your activities or your vehicle. You shall have the sole responsibility for any obligations or liabilities to Users or third parties arising from your provision of Transportation Services. You acknowledge and agree that you are solely responsible for taking such precautions as may be reasonable and proper (including maintaining adequate insurance that meets the requirements of all applicable laws) regarding any acts or omissions of a User or third party. You acknowledge and agree that, unless consented to by a User, you may not transport or allow inside your vehicle individuals other than a User and any individuals authorised by such User, during the performance of Transportation Services for such User. You acknowledge and agree that all Users should be transported directly to their specified destination, as directed by the User, without unauthorised interruptions or stops.
4. Your Relationship with Aotearoa Rideshare. You acknowledge and agree that Aotearoa Rideshare’s provision of the Aotearoa Rideshare Services creates a legal and direct business relationship between Aotearoa Rideshare and you. You also acknowledge and agree that Aotearoa Rideshare’s licence to you of the Driver App creates a legal and direct business relationship between Aotearoa Rideshare and you. Aotearoa Rideshare shall not be deemed to direct or control you generally or in your performance under this Agreement, including in connection with your provision of Transportation Services, your acts or omissions, or your operation and maintenance of your vehicle. Except as expressly set out herein, you retain the sole right to determine when and for how long you will utilise the Driver App or the Aotearoa Rideshare Services. You alone decide when, where and for how long you want to use the Driver App, and when to try to accept, decline or ignore a User request. A User request can be cancelled, subject to Aotearoa Rideshare’s then-current policies. You acknowledge and agree that you will not: (a) display Aotearoa Rideshare’s or any of their Affiliates’ names, logos or colours on any vehicle(s), unless they have been expressly provided to you by Aotearoa Rideshare for such purpose; or (b) wear a uniform or any other clothing displaying Aotearoa Rideshare’s or any of their Affiliates’ names, logos or colours, unless you and Aotearoa Rideshare have agreed otherwise or if so required by law. You retain the complete right to engage in other business or income generating activities, and to use other ridesharing networks and apps in addition to your use of the Aotearoa Rideshare Services and the Driver App. Aotearoa Rideshare retains the right to, at any time at its sole discretion, restrict you from using the Aotearoa Rideshare Services in the event of a violation of this Agreement or any relevant Aotearoa Rideshare policy, your disparagement of Aotearoa Rideshare or any of their Affiliates, or your act or omission that causes harm to Aotearoa Rideshare or their Affiliates’ brand, reputation or business as determined by Aotearoa Rideshare in its sole discretion. Aotearoa Rideshare also retains the right to restrict you from using the Aotearoa Rideshare Services for any other reason at the sole and reasonable discretion of Aotearoa Rideshare. Aotearoa Rideshare retains the right to, at any time at its sole discretion, deactivate or otherwise restrict you from accessing the identification and password key assigned to you by Aotearoa Rideshare (“Driver ID”) and/or the Driver App, in the event of a violation of this Agreement, any relevant Aotearoa Rideshare policy, your disparagement of Aotearoa Rideshare or any of their Affiliates, or your act or omission that causes harm to Aotearoa Rideshare’s or their Affiliates’ brand, reputation or business as determined by Aotearoa Rideshare in its sole discretion. Aotearoa Rideshare also retains the right to deactivate or otherwise restrict you from accessing the Driver ID and/or Driver App, for any other reason at the sole and reasonable discretion of Aotearoa Rideshare.
5. Ratings. You acknowledge and agree that after receiving Transportation Services, a User will be prompted by the Aotearoa Rideshare App to rate you and such Transportation Services, and you will be prompted to rate the User. This can also include comments and other feedback, which, along with the rating, you agree to provide in good faith. Aotearoa Rideshare and their Affiliates reserve the right to use, share and display your User ratings and comments in any manner in connection with the business of Aotearoa Rideshare, Aotearoa Rideshare and their Affiliates without attribution to you or your approval. You acknowledge and agree that Aotearoa Rideshare and their Affiliates are distributors (without an obligation to verify) and not publishers of your ratings and comments, and may remove comments in the event that such comments include obscenities or other objectionable content, include an individual’s name or other personal information, or violate any privacy laws, other applicable laws or Aotearoa Rideshare, or their Affiliates’ content policies. There is no obligation on you or the User to provide ratings or comments nor is there any consequence for not providing a rating.
6. Requirements. You acknowledge and agree that you may be subject to certain background, driving record and other checks from time to time. You acknowledge and agree that at all times you shall hold and maintain a valid driver’s licence and all other required licences, permits, work entitlements, approvals and authority to provide passenger Transportation Services in the city or metro areas within New Zealand in which you are enabled by the Driver App to receive requests for Transportation Services ("Territory"). You acknowledge and agree that you have a citizenship, residency or visa status that allows you the right to work in New Zealand. You acknowledge and agree that you will provide the Transportation Services with due skill, care and diligence and that you will maintain high standards of professionalism, service and courtesy. You acknowledge and agree that your vehicle must meet the then-current Aotearoa Rideshare requirements for a vehicle to provide the Transportation Services and must be authorised by Aotearoa Rideshare for this use, be properly registered, licenced and generally suitable to operate as a passenger transportation vehicle in your Territory, either owned or leased by you or otherwise in your lawful possession, kept in a clean and sanitary condition, and maintained in good operating condition consistent with industry safety and maintenance standards for a vehicle of its kind and any additional standards or requirements in the applicable Territory. You acknowledge and agree that Aotearoa Rideshare reserves the right, at any time in its sole discretion to restrict you from using the Aotearoa Rideshare Services, if you fail to meet the requirements in this Agreement. You also acknowledge and agree that Aotearoa Rideshare reserves the right, at any time in its sole discretion to deactivate or otherwise restrict you from accessing the Driver ID and/or Driver App, if you fail to meet the requirements in this Agreement.
7. Documentation. To ensure your compliance with all requirements in clause 6 above, you must provide Aotearoa Rideshare (or a Aotearoa Rideshare Affiliate) with written copies of all such licences, permits, work entitlements, approvals, authority, registrations and certifications (including renewals) prior to and during your provision of any Transportation Services, and allow Aotearoa Rideshare (or a Aotearoa Rideshare Affiliate) to review any of this documentation on an ongoing basis (note that Aotearoa Rideshare may independently verify your documentation in any way Aotearoa Rideshare deems appropriate in its reasonable discretion). You must notify Aotearoa Rideshare immediately if you cease to hold any licence, permit, work entitlements, approvals, authority, registration or certification or there are changes to the terms of any of those which would alter your ability to provide the Transportation Services in accordance with applicable laws. Aotearoa Rideshare shall, upon request, be entitled to review such licences, permits, work entitlements, approvals, authority, registrations and certifications from time to time. Your failure to meet any of the requirements in this clause or clause 6 shall constitute a material breach of this Agreement.
8.1 You can charge a fare to Users for each instance of completed Transportation Services that you provide to a User that are obtained via the Aotearoa Rideshare Services ("Fare"). Aotearoa Rideshare will calculate a recommendation of the Fare that you can elect to charge Users (“Fare Calculation”). As at 1 September 2024, Aotearoa Rideshare determines the Fare Calculation as a base fare amount plus distance (as determined by Aotearoa Rideshare using location-based services enabled through your mobile device) and/or time amounts. You can also charge the User for any applicable road, bridge, ferry, tunnel and airport charges and any other fees (including inner-city congestion, environmental or miscellaneous charges as reasonably determined by the Aotearoa Rideshare Services) ("Tolls"), taxes and/or fees incurred during the provision of Transportation Services, whether charged by a third party or Aotearoa Rideshare. Aotearoa Rideshare reserves the right to change the Fare Calculation at any time at Aotearoa Rideshare's discretion. Aotearoa Rideshare will provide you with notice in the event that any such change would result in a change in the recommended Fare. Continued use of the Aotearoa Rideshare Services after any such change shall constitute your consent to such change.
8.2 To facilitate collection of the Fare, Aotearoa Rideshare will accept initial payment from a User (and you authorise Aotearoa Rideshare to do so whether inside or outside New Zealand or via its Affiliates). Aotearoa Rideshare’s role is solely to accept the Fare, applicable Tolls, and, depending on the region and/or if requested by you, applicable taxes and fees from the User. You agree that the User’s payment to Aotearoa Rideshare or any Affiliate shall be considered the same as payment made directly by the User to you. If a User cancels their request for Transportation Services prior to your arrival, Aotearoa Rideshare or any Affiliate may charge that User a cancellation fee on your behalf, and a Service Fee will be payable to Aotearoa Rideshare.
8.3 The parties acknowledge and agree that as between you and Aotearoa Rideshare, the Fare Calculation is a recommended amount, and the primary purpose of the Fare Calculation is to act as the default Fare in the event you do not negotiate a different Fare. You shall always have the right to charge a Fare that is less than the pre-arranged Fare Calculation (“Negotiated Fare”). Aotearoa Rideshare or its Affiliate agrees to remit, or cause to be remitted, to you on at least a fortnightly basis, (a) the Fare less the applicable Service Fee and other fees charged by Aotearoa Rideshare; (b) the Tolls (excluding airport charges, if applicable); (c) any incentive payments made under clause 13; and (d) depending on the region, certain taxes and ancillary fees (where applicable). If you have separately agreed to any other amounts being deducted from your Fares (such as vehicle financing, lease payments, government fees and charges, etc), those amounts will be deducted before remittance to you, and Aotearoa Rideshare, at the direction of Aotearoa Rideshare, will determine the order of any such deductions from the Fare (as between you and the parties). Aotearoa Rideshare reserves the right to adjust payment in relation to a particular Fare for reasons such as inefficient routes, failure to properly end a particular instance of Transportation Services in the Driver App, or technical error in the Aotearoa Rideshare Services. In more serious situations, such as fraud, charges for Transportation Services that were not provided or User complaints, Aotearoa Rideshare may cancel a Fare entirely or if the Fare has already been paid, require reimbursement of the Fare from you. Aotearoa Rideshare reserves the right, in its sole discretion, to seek reimbursement from you if Aotearoa Rideshare discovers payment processing errors and you authorise Aotearoa Rideshare to seek such reimbursement. Aotearoa Rideshare may obtain reimbursement of any amounts owed by you to Aotearoa Rideshare by deducting from future Fares owed to you, debiting your card on file or your bank account on record, or seeking reimbursement from you by any other lawful means. You authorise Aotearoa Rideshare or any Affiliate to use any or all of the above methods to seek reimbursement.
9. Receipts. As part of the Aotearoa Rideshare Services, Aotearoa Rideshare provides you with a system for delivering receipts to Users for Transportation Services rendered. Upon your completion of Transportation Services for a User, Aotearoa Rideshare prepares and issues a receipt to the User via email on your behalf. It includes a breakdown of amounts charged to the User for Transportation Services and certain information about you (including your name, contact information, photo and the route taken). Any corrections to a User's receipt for Transportation Services must be submitted to Aotearoa Rideshare in writing within 3 days after the completion of such Transportation Services. Absent such a notice, Aotearoa Rideshare shall not be liable for any mistakes in or corrections to the receipt or for recalculation or disbursement of the Fare.
10. Service Fee. In consideration of Aotearoa Rideshare’s provision of the Aotearoa Rideshare Services to you, you agree to pay Aotearoa Rideshare a service fee on a per Transportation Services transaction basis, which as at 1 September 2024, is calculated as a percentage of the Fare Calculation ("Service Fee") (regardless of any Negotiated Fare). Aotearoa Rideshare will provide you with notice via email or via the Driver App, of the Service Fee that applies to each Transportation Service that you provide. You acknowledge that, unless regulations applicable to your Territory require otherwise, and unless otherwise stated, the Fare Calculation is inclusive of taxes (in particular GST), and Aotearoa Rideshare shall calculate the Service Fee on an amount equal to the Fare Calculation. You acknowledge and agree that Aotearoa Rideshare may, in its sole discretion: (i) adjust the Service Fee; or (ii) introduce a new model to determine the Service Fee payable by you. Aotearoa Rideshare will provide you with at least 14 days' notice in the event of an increase to the Service Fee under (i) above or the introduction of a new Service Fee model under (ii) above. If either of these occurs, you have the right to terminate the Agreement immediately, without notice. Continued use of the Aotearoa Rideshare Services after any such change in the Service Fee calculation shall constitute your consent to such change.
11. No Additional Amounts. You acknowledge and agree that, for the mutual benefit of the parties, through advertising and marketing, Aotearoa Rideshare, Aotearoa Rideshare and their Affiliates may seek to attract new Users and to increase existing Users’ use of the Aotearoa Rideshare App. You acknowledge and agree that such advertising or marketing does not entitle you to any additional monetary amounts beyond the amounts expressly set forth in this Agreement.
12. Taxes.
12.1 You acknowledge and agree that you are required to: (a) complete all tax registration obligations and calculate and remit all tax liabilities related to your provision of Transportation Services as required by applicable law; and (b) provide Aotearoa Rideshare with all relevant tax information requested of you by Aotearoa Rideshare and/or each of their Affiliates (including confirmation of your Goods and Services Tax (GST) registration status, and a valid New Zealand GST registration number under which you provide Transportation Services, if obtaining such a valid GST registration number is required of you by applicable law). You further acknowledge and agree that you are responsible for taxes on your own earnings arising from your provision of Transportation Services, including without limitation, income tax and GST. Notwithstanding anything to the contrary in this Agreement, Aotearoa Rideshare may in its reasonable discretion based on applicable tax and regulatory considerations, or as required under the law, collect and remit taxes resulting from your provision of Transportation Services and/or provide any of the relevant tax and other information you have provided pursuant to the foregoing requirements in this clause 12.1 directly to the applicable governmental tax authorities on your behalf or otherwise.
12.2 Unless expressly stated otherwise in this Agreement, all amounts payable or consideration to be provided under this Agreement by you to Aotearoa Rideshare are exclusive of GST. If GST is payable on any supply by Aotearoa Rideshare made under this Agreement, for which the consideration is not expressly stated to include GST, you agree to pay Aotearoa Rideshare an additional amount equal to the GST at the same time that the consideration for the supply, or the first part of the consideration for the supply (as the case may be), is to be provided. In this Agreement, GST that is payable by Aotearoa Rideshare includes GST that is payable by the representative member of Aotearoa Rideshare’s GST group.
12.3 The parties agree that, for the purposes of the GST law, Aotearoa Rideshare supplies to you the Aotearoa Rideshare Services in sole consideration for the Service Fee. In addition, Aotearoa Rideshare supplies to you a licence to use the Driver App under clause 19 for no consideration.
12.4 You and Aotearoa Rideshare, Aotearoa Rideshare or their affiliates agree for the purposes of s5(11G) of the Goods and Services Tax Act 1985 that a supply of goods and services for GST purposes occurs when Users use (i) stored Aotearoa Rideshare funds arising from the redemption of an Aotearoa Rideshare Gift Card, and/or (ii) vouchers in the Aotearoa Rideshare App to pay for Transportation Services purchased from you via the Aotearoa Rideshare App.
13. Incentives. From time to time, Aotearoa Rideshare may make an incentive payment(s) to you as consideration for your satisfaction of certain conditions as determined by Aotearoa Rideshare in its discretion (“Conditions”). These Conditions may be included in promotional materials, and/or may be communicated to you, including via text message and email. You acknowledge and agree that any incentive payment(s) is made to you at Aotearoa Rideshare’s sole discretion, subject to the Conditions. Any tax payable on such incentive payment(s) is solely your responsibility.
14. Other Fees. You acknowledge and agree that Aotearoa Rideshare may, in its sole discretion, charge other fees in addition to the Service Fee. Aotearoa Rideshare will provide you with at least 14 days’ notice before it implements any such fees. Your use of the Aotearoa Rideshare Services after the implementation of the new fees shall constitute your consent to Aotearoa Rideshare charging such fees. If Aotearoa Rideshare imposes or provides notice of an intention to impose a fee under this clause 14, you have the right to terminate the Agreement immediately, without notice. There are no fees payable to Aotearoa Rideshare in connection with the Driver App and licence granted under clause 19.
15. Devices. You are responsible for the acquisition, cost and maintenance of your mobile device/s and any associated wireless data plans that you use to access the Driver App. Subject to this Agreement, Aotearoa Rideshare grants you a personal, non- exclusive, non-transferable, non-sublicensable user right to install and use the Driver App on your device solely for the purpose of providing Transportation Services. This licence shall immediately terminate in the event that this Agreement terminates, your access to the Driver App is deactivated or you otherwise cease to provide Transportation Services using your mobile device, and you must delete the Driver App from your mobile device. You agree not to give the Driver App or any associated data to anyone else. You agree that using the Aotearoa Rideshare Services may consume very large amounts of data, and Aotearoa Rideshare and Aotearoa Rideshare recommends that your mobile device should only be used under a data plan with unlimited, or at least very high, data usage limits. Neither Aotearoa Rideshare, nor their Affiliates, shall be responsible or liable for any fees, costs, or overage charges associated with any data plan.
16. Term & Termination. This Agreement shall commence on the date that the Agreement is executed by you (electronically or otherwise) and will continue until terminated by you or Aotearoa Rideshare, which any party can do (a) without cause at any time on 30 days’ prior written notice to the other parties; (b) immediately, without notice, for any other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of any other party, or upon such other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Aotearoa Rideshare may restrict you from using the Aotearoa Rideshare Services and/or Aotearoa Rideshare may deactivate or otherwise restrict you from accessing or using the Driver ID and/or Driver App immediately, without notice, in the event you no longer qualify, under applicable law or the standards and policies of Aotearoa Rideshare and their Affiliates, to provide Transportation Services or to operate the vehicle, or as otherwise set out in this Agreement.
17. Effect of termination. Upon termination of the Agreement, you shall immediately delete and fully remove the Driver App from your mobile device(s). Outstanding payment obligations and clauses 3, 4, 5, 11, 12, 17, 18, 19, 20, 22, 23, 24, 25, 27, 28, 29, 32, 33, 34 and 35 shall survive any such termination.
18. Privacy. Your personal information will be collected, used and shared in accordance with the Aotearoa Rideshare Privacy Policy (located at aride.nz/privacy).
19. Intellectual Property. Subject to the terms and conditions of this Agreement, Aotearoa Rideshare hereby grants you, for no consideration, a non-exclusive, royalty-free, non-transferable, non-sublicensable, non-assignable licence, during the term of this Agreement, to use the Driver App in connection with the provision of the Aotearoa Rideshare Services by Aotearoa Rideshare solely for the purpose of providing Transportation Services to Users and tracking resulting Fares and fees. Aotearoa Rideshare, its Affiliates and respective licensors reserve all rights not expressly granted in this Agreement. The Driver App and all data related to the access and use of the Aotearoa Rideshare Services (including all intellectual property rights in all of the foregoing) are and remain the property of Aotearoa Rideshare, its Affiliates or respective licensors. You shall not improperly use the Aotearoa Rideshare Services or Driver App. You shall not use any of Aotearoa Rideshare’s names, logos or marks for any commercial purpose except as Aotearoa Rideshare expressly allows, nor shall you try to register or otherwise use or claim ownership over any of Aotearoa Rideshare’s or its Affiliates’ names, logos or marks. You shall not copy, modify, distribute, sell or lease any part of the Driver App, Aotearoa Rideshare Services or related data, nor shall you reverse engineer or attempt to extract the source code of Aotearoa Rideshare software, except if allowed by law.
20. Confidentiality. This Agreement and any information provided by Aotearoa Rideshare or their Affiliate to you, which Aotearoa Rideshare or their Affiliate designates as confidential or which you should reasonably know should be treated as confidential, should be treated accordingly.
21.1 You agree to maintain during the term of this Agreement motor vehicle liability insurance on all vehicles which you operate at insurance levels that satisfy the minimum requirements to operate a private passenger vehicle on public roads within the Territory, as well as any other minimum motor vehicle liability insurance cover which Aotearoa Rideshare requests you hold. Where applicable, you agree to provide Aotearoa Rideshare with a copy of the insurance policy, policy declarations, proof of insurance identification card and proof of premium payment for the insurance policy required in this clause 21.1 upon request. Furthermore, you must provide Aotearoa Rideshare with written notice of cancellation of any insurance policy required by Aotearoa Rideshare. Aotearoa Rideshare shall have no right to control your selection or maintenance of your policy. You must be a named insured or individually rated driver, for which a premium is charged, on the insurance policy required in this paragraph 21.1 at all times. You understand and acknowledge that your motor vehicle insurance policy, including any insurance coverage held via a commercial arrangement you have with a vehicle rental or leasing provider, may not afford liability, comprehensive, collision, medical payments, first or third party no fault personal injury protection, uninsured motorist, underinsured motorist or other coverage while you provide for any Transportation Services you provide pursuant to this Agreement. If you have any questions or concerns about the scope or applicability of your own insurance coverage, it is your responsibility, not Aotearoa Rideshare’s, to resolve them with your insurer(s). Aotearoa Rideshare may maintain during the term of this Agreement insurance related to your provision of Transportation Services as determined by Aotearoa Rideshare in its reasonable discretion, provided that Aotearoa Rideshare and its Affiliates are not required to provide you with any specific insurance coverage for any loss to you or your vehicle. Should Aotearoa Rideshare procure insurance related to your provision of Transportation Services, Aotearoa Rideshare may cancel such coverage at its sole discretion at any time. You are required to promptly notify Aotearoa Rideshare and relevant authorities of any accidents that occur while providing Transportation Services and to cooperate and provide all necessary information.
21.2 In relation to the Transportation Services, you agree that you are not an employee, or a worker or a deemed worker for the purposes of any workers compensation laws or occupational accident injury insurance and therefore acknowledge that Aotearoa Rideshare does not, and is not required to, maintain or provide you with workers’ compensation insurance or maintain other occupational accident injury insurance on your behalf. You agree to maintain at your cost during the term of this Agreement workers’ compensation insurance or other occupational accident injury insurance (or the local equivalent) as required by any applicable law in the Territory (provided that the foregoing shall have no impact on the mutual understanding between you and Aotearoa Rideshare that you are a self-employed individual (including from a labour and social security perspective)) and otherwise comply with all statutory workers compensation requirements. If permitted by applicable law, you may choose to insure yourself against industrial injuries by maintaining occupational accident insurance in place of workers’ compensation insurance. Furthermore, if permitted by applicable law, you may choose not to insure yourself against industrial injuries at all, but do so at your own risk.
22. Indemnity. You shall indemnify, defend (at Aotearoa Rideshare’s option) and hold harmless Aotearoa Rideshare and their Affiliates and each of their respective officers, directors, employees, agents, successors and assignees from and against any and all liabilities, losses, costs, expenses (including legal fees), damages, penalties, fines, social security contributions and taxes arising out of or related to: (a) your breach of your representations, warranties or obligations under this Agreement; or (b) a claim by a third party (including Users, regulators and governmental authorities) directly or indirectly related to your provision of Transportation Services or use of the Aotearoa Rideshare Services (“Losses”). Your liability under this clause 22 shall be reduced proportionately if, and to the extent that, Aotearoa Rideshare directly caused or directly contributed to any such Losses.
23. Tax Indemnity. You shall comply with all of your obligations under tax and social security laws to the extent applicable to this Agreement. You shall indemnify Aotearoa Rideshare, Aotearoa Rideshare and their Affiliates from all tax liabilities, duties, levies, claims and penalties that may be imposed on you or on Aotearoa Rideshare, Aotearoa Rideshare and/or their Affiliates as a result of your failure to comply with any of your tax obligations, or for providing false information requested of you under clause 12.1. In particular, but without limitation to the foregoing, such taxes or duties shall include taxes, wages or other duties or withholdings (including any wage tax, social insurance premiums or employee insurance premiums) (“Tax Liabilities”) arising in the event that the relationship described in this Agreement, contrary to the intention and meaning of the parties, should be held to be an employment agreement between Aotearoa Rideshare or Aotearoa Rideshare and you by the New Zealand taxation or fiscal or social security authority or the taxation, fiscal or social security authority of any other country or labour authority. The indemnity set out in this clause 23, insofar as it relates to a finding by a judicial body or legislative authority of competent jurisdiction that there is an employment relationship between you and Aotearoa Rideshare or an Affiliate of Aotearoa Rideshare, applies only to that proportion of Aotearoa Rideshare’s liability that directly or indirectly relates to or arises from you holding yourself out to be an employee of Aotearoa Rideshare or any of their Affiliates, or any other act or omission by you that is not expressly authorised by Aotearoa Rideshare and would reasonably suggest to a third party that you are an employee of Aotearoa Rideshare or any of their Affiliates.
24. Representations and warranties. You hereby represent and warrant that: (a) you have full power and authority to enter into this Agreement and perform your obligations hereunder; (b) you have not entered into, and will not enter into, any agreement that would prevent you from complying with this Agreement; and (c) you will comply with all applicable laws in your performance of this Agreement, including holding and complying with all permits, licences, registrations and other governmental authorisations necessary to provide Transportation Services under this Agreement, and passenger transportation services to third parties in the Territory generally.
25. Disclaimer. This clause 25 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including New Zealand consumer law. Aotearoa Rideshare and their Affiliates (as applicable) provide, and you accept, the Aotearoa Rideshare Services and Driver App on an “as is” and “as available" basis, and do not represent, warrant or guarantee that the Aotearoa Rideshare Services or Driver App will be uninterrupted or error free or will result in any requests for Transportation Services. Aotearoa Rideshare and their Affiliates function as on demand lead generation and related service providers only and Aotearoa Rideshare and their Affiliates make no representations, warranties or guarantees as to the actions or inactions of the Users who may request or receive Transportation Services from you, and Aotearoa Rideshare and their Affiliates do not screen or otherwise evaluate Users. Notwithstanding the Fare collection facilitation provided by Aotearoa Rideshare (or its Affiliates), Aotearoa Rideshare and each of their Affiliates expressly disclaim all liability for any act or omission of you, any User or other third party.
26. No Service Guarantee. This clause 26 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including New Zealand consumer law. Aotearoa Rideshare and their Affiliates do not guarantee the availability or uptime of the Aotearoa Rideshare Services or Driver App. You acknowledge and agree that the Aotearoa Rideshare Services or Driver App may be unavailable at any time and for any reason (e.g., due to scheduled maintenance or network failure). Further, the Aotearoa Rideshare Services or Driver App may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications, and Aotearoa Rideshare and their Affiliates are not responsible for any delays, delivery failures or other damages, liabilities or losses resulting from such problems.
27. Limitation of Liability. This clause 27 applies only to the maximum extent permitted by applicable law, and does not (and is not intended to) override any rights that you have pursuant to applicable law, including New Zealand consumer law. Aotearoa Rideshare and each of their Affiliates shall not be liable under or related to this Agreement for any of the following, whether based on contract, tort or otherwise, even if a party has been advised of the possibility of such damages: (i) any incidental, punitive, special, exemplary, consequential, or other indirect damages of any type or kind; or (ii) your or any third party’s property damage, or loss or inaccuracy of data, or loss of business, revenue, profits, use or other economic advantage. Except for Aotearoa Rideshare's (or an Affiliate of Aotearoa Rideshare's) obligation to remit amounts owed to you pursuant to clause 8 above, but subject to any applicable limitations or other provisions contained in these Agreement, in no event shall the liability of Aotearoa Rideshare and/or any of their Affiliates under this Agreement exceed the amount of Service Fees actually paid to or due to Aotearoa Rideshare in the 6 months immediately prior the event giving rise to such claim. You acknowledge and agree that any and all claims you have or purport to have against Aotearoa Rideshare and/or their Affiliates should be notified to Aotearoa Rideshare and/or their Affiliates within one (1) year after the event(s) that gave rise to such claim and that you forfeit all rights in respect of that claim if you fail to do so.
28.1 Aotearoa Rideshare are providing the limited payment services set out in clause 1 above, except as otherwise expressly provided herein. This Agreement is not an employment agreement, and does not create an employment, independent contractor or worker relationship (including from a labour law, tax law or social security law or insurance perspective), joint venture, partnership or agency relationship. You have no authority to bind Aotearoa Rideshare and/or their Affiliates, or hold yourself out as an employee, independent contractor, worker, agent or authorised representative of Aotearoa Rideshare and/or their Affiliates. Aotearoa Rideshare’s facilitation of Fare payments from Users to you does not alter this relationship at all.
28.2 Where, by implication of mandatory law or otherwise, you may be deemed an employee, worker, agent or representative of Aotearoa Rideshare or any of their Affiliates, you undertake and agree to indemnify, defend (at Aotearoa Rideshare’s or the applicable Affiliate’s option) and hold Aotearoa Rideshare and any of their Affiliates harmless from and against any claims by any person, entity, regulators or governmental authorities based on such implied employment, agency or representative relationship. The indemnity set out in this clause 28.2, insofar as it relates to a finding by a judicial body or legislative authority of competent jurisdiction that there is an employment relationship between you and Aotearoa Rideshare or any of their Affiliates, applies only to that proportion of Aotearoa Rideshare’s liability that directly or indirectly relates to you holding yourself out to be an employee of Aotearoa Rideshare or any of their Affiliates, or any other act or omission by you that is not expressly authorised by Aotearoa Rideshare and would reasonably suggest to a third party that you are an employee of Aotearoa Rideshare or any of their Affiliates. You expressly agree that where required or implied by applicable law or otherwise, you may be deemed an employee, agent or representative of Aotearoa Rideshare or an Affiliate of Aotearoa Rideshare, any payments made to you will be taken to be inclusive of (i) superannuation contribution amounts; and (ii) amounts equivalent to all taxes (including but not limited to income taxes) payable by you in respect of those payments, in each case that Aotearoa Rideshare or Aotearoa Rideshare (or any of their Affiliates) may otherwise be required to pay under applicable law.
29. General. Invalidity of any provision in this Agreement does not affect the rest of this Agreement. Aotearoa Rideshare may assign or transfer this Agreement or any or all of their respective rights or obligations hereunder, in whole or in part, without your prior consent (you may not, however, as the Agreement needs to remain with you). Should Aotearoa Rideshare do so, you have the right to terminate this Agreement immediately, without prior notice. Aotearoa Rideshare may subcontract its rights and obligations under this Agreement. This Agreement, including the recitals, terms contained in any hyperlinks referenced in this Agreement and all Addenda and Supplemental Terms, constitutes the entire agreement and understanding of the parties with respect to its subject matter, and replaces and supersedes all prior or contemporaneous agreements or undertakings on this subject matter. In this Agreement, “including” and “include” mean “including, but not limited to.”
30. Modification. Aotearoa Rideshare reserves the right to modify the terms and conditions of this Agreement at any time, effective upon publishing an updated version of this Agreement on the online portal available to you on the Aotearoa Rideshare Services. Aotearoa Rideshare reserves the right to modify any policies or information referenced at hyperlinks from this Agreement from time to time. Aotearoa Rideshare will provide you with at least 14 days’ notice in the event of a material change to any clause of the Agreement, provided that in such event you shall have the right to terminate the Agreement immediately upon receiving notice from Aotearoa Rideshare. You hereby acknowledge and agree that, by using the Aotearoa Rideshare Services, or the Driver App, you are bound by any future amendments and additions to this Agreement, information referenced at hyperlinks herein, or documents incorporated herein, including with respect to Fare Calculations. Continued use of the Aotearoa Rideshare Services or Driver App after any such changes shall constitute your consent to such changes.
31. Supplemental Terms and Addenda. Supplemental terms may apply to your use of the Aotearoa Rideshare Services, such as use policies or terms related to certain features and functionality, which may be modified from time to time (“Supplemental Terms”). Addenda to this Agreement may also apply, setting forth additional Territory specific and/or service-specific terms, as made available and as updated by Aotearoa Rideshare from time to time (individually "Addendum"). You may be presented with certain Supplemental Terms from time to time and/ or Addenda which are in addition to, and shall be deemed a part of, this Agreement. Aotearoa Rideshare will provide you with 14 days’ notice in the event that it adds or modifies Supplemental Terms and Addenda in a manner that it reasonably considers materially alters your rights under the Agreement, provided that in such event you shall have the right to terminate the Agreement immediately upon receiving notice from Aotearoa Rideshare. Supplemental Terms and Addenda shall prevail over this Agreement in the event of a conflict.
32. No Third Party Beneficiaries except for Aotearoa Rideshare’s and Aotearoa Rideshare’s Affiliates. You acknowledge that there are no third party beneficiaries to this Agreement except for Aotearoa Rideshare’s and Aotearoa Rideshare’s Affiliates. Nothing contained in this Agreement is intended to or shall be interpreted to create any third party beneficiary claims and the provisions of sections 10 to 20 of the Contract and Commercial Law Act 2017 shall not apply to this Agreement (to the extent permitted by law), except with respect to Aotearoa Rideshare’s and Aotearoa Rideshare’s Affiliates. For the purposes of this Agreement "Affiliates" means an entity that, directly or indirectly, controls, is under the control of, or is under common control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership interest or the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the income of that Affiliate on any distribution by it of all of its income or the majority of its assets on winding up.
33. Notices. Any notice delivered by Aotearoa Rideshare to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the Driver App or the online portal available to you on the Aotearoa Rideshare Services. Any notice delivered by you to Aotearoa Rideshare under this Agreement must be delivered by contacting Aotearoa Rideshare at aride/contact. Additional Territory-specific notices may be required from time to time.
34. Arbitration Any dispute, conflict or controversy, howsoever arising out of or broadly in connection with or relating to this Agreement, including those relating to its validity, its construction or its enforceability, shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The language of the arbitration shall be English. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the ICC, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein. Nothing herein limits or excludes (nor is intended to limit or exclude) any statutory rights that you may have under applicable law, including New Zealand consumer law, that cannot be lawfully limited or excluded.
35. Governing Law and Jurisdiction. Except as otherwise set forth above, this Agreement shall be exclusively governed by and construed in accordance with the laws of New Zealand, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply.
By clicking “Yes, I accept” or signing below (as such may be required by applicable law), you expressly acknowledge that you have read, understood, and taken steps to thoughtfully consider the consequences of this Agreement, that you agree to be bound by the terms and conditions of the Agreement, and that you are legally competent to enter into this Agreement with Aotearoa Rideshare.
Your Signature:
Name:
Date: