Road Ninja | Terms of Use

Road Ninja
Terms of Use for Customers and Drivers

Contents

1. Introduction

2. Road Ninja’s role

3. Application of these Terms

4. Road Ninja Accounts and Eligibility Criteria

5. Keeping your Road Ninja Account secure

6. Your obligations

7. Payments and Subscription Plans

8. Direct Engagements

9. Intellectual Property

10. Privacy Statement

11. Liability and indemnities

12. Third Party Services

13. Gerneral

14. Contact Us

15. Dictionary

1. Introduction

1.1 Thank you for using the Road Ninja Platform. Please read these Terms carefully. These Terms set out the terms of use for the Road Ninja Platform and will apply to any:

(a)
Customer or Driver that applies for or holds a Road Ninja Account; and/or
(b)
person that otherwise accesses or uses any part of the Road Ninja Platform (including our Website or App).

1.2When you apply for a Road Ninja Account, and each time you access or use the Road Ninja Website or App, you confirm that you have read, understand and agree to these Terms in full. If you do not agree to these Terms, you must not create a Road Ninja Account (or, if applicable, you must cancel your Road Ninja Account) and you must not use the Road Ninja Website or App.

1.3 Capitalised words used in these Terms have a special meaning that is set out in the Dictionary section below (please see clause 15 below).

2. Road Ninja’s role

General

2.1 We provide an online platform (sometimes referred to as an online marketplace or venue). It is important that you are aware that our role is limited to introducing Customers and Drivers by enabling them to publish, offer, search for, book and pay for Transportation Services.

2.2 We are not a party to any Transportation Contract and we don’t participate in the actual transaction between a Driver and Customer for Transportation Services nor do we act as an agent for either party.

2.3 We do not employ any Drivers and we don’t take part in the provision of Transportation Services.

Disclaimer

2.4 Without limiting the above, it is especially important that you are aware that:

(a)

all matters relating to health and safety, as well as insurance, must be arranged directly between a Customer and Driver;
(b)

while we make every effort to undertake suitable background checks (as set out in these Terms), Road Ninja does not endorse or warrant the conduct, performance, safety, quality or suitability of any Driver or Customer or third party;
(c)
if you are a Customer, it is your responsibility to check and to satisfy yourself on the currency and suitability of the Driver’s licence for any job you book on the Road Ninja Platform; and
(d)

Road Ninja does not review, verify or endorse User feedback on Customers or Drivers provided on the Road Ninja Platform.

2.5 While we have endeavoured to provide guidance, resources and information on the Road Ninja Platform that will be useful to Customers and Drivers, we do not warrant its accuracy, adequacy, timeliness or completeness or that it is suitable for your intended use. All guidance, resources and information is provided for general information purposes only and should not be relied on to make any decisions or to satisfy your legal obligations.

3. Application of these Terms

Terms

3.1 The terms and conditions applicable to your use of the Road Ninja Platform are set out in:

(a)
these Terms of Use;
(b)
any Electronic Message (including on the Road Ninja Website or Road Ninja App);
(c)
any other terms or policies that we notify to you at any time (including any terms and conditions that are specific to a particular product);
(d)
your Subscription Plan Terms (if you are a Customer) – refer to clause 7 below; and
(e)
the Road Ninja Privacy Statement,

in each case as amended by Road Ninja at any time (together referred to as these Terms).

Updates to these Terms

3.2 Road Ninja may update these Terms (or any part of them) at any time upon notice to you. If the update will have a material effect on your use of the Road Ninja Platform, we will notify you by Electronic Message. Any other updates may be notified by Electronic Message or by posting an updated version of these Terms on the Road Ninja Website. The updated version of these Terms will take effect immediately upon such notice. By continuing to use the Road Ninja Platform, you will be deemed to agree to the updated Terms. You are responsible for reviewing these Terms regularly to ensure that you are aware of any updates.

Application

3.3 These Terms apply specifically to the Road Ninja Platform. Nothing in these Terms is intended to replace or amend any agreement that Road Ninja is not a party to, including any agreement between the Customer and Driver (discussed further in clause 4 below).

3.4 The Road Ninja Website and App and our other services are intended for New Zealand and Australian residents only. If you are not located in New Zealand or Australia you are not permitted to use, and must immediately cease using, the Road Ninja Platform and other services.

Testimonials

3.5 If you are a Customer, you acknowledge and agree that Road Ninja may refer to you as a Road Ninja customer (including by using your logo), and publish any testimonials or references that you provide to us, on the Road Ninja Platform and associated marketing materials. We will ensure that any such references or testimonials accurately represent your experience with our services. Please contact us if you do not approve us referring to you in accordance with this clause or have any comments on published content.

4. Road Ninja Accounts and Eligibility Criteria

Creating a Road Ninja Account

4.1 Before you use the Road Ninja Platform, you must create a Road Ninja Account by visiting and following the directions on the Road Ninja Website or Road Ninja App.

4.2 You must:

(a)
ensure that all information that you provide when you create a Road Ninja Account is accurate, up to date and not misleading; and
(b)
if your information changes, update it through your Road Ninja Account via the Road Ninja Website or Road Ninja App.

4.3 Road Ninja may verify your registration information and any updates to that information or additional information that you provide to us or authorise us to collect from time to time. You agree to provide all necessary information and provide all reasonable assistance that we may require in order to complete the registration and verification processes.

4.4 You must not register or use more than one Road Ninja Account. However, you may log onto your Road Ninja Account on multiple devices at any time.

Eligibility Criteria – General

4.5 To be eligible to create a Road Ninja account, and enter into Transaction Contracts via the Road Ninja Platform, you must satisfy the eligibility criteria set out in this clause 4.

4.6 To enter into Transaction Contracts, you will also be required to create a Stripe Connect account (as applicable in accordance with the directions on Road Ninja) and comply with any additional criteria imposed by Stripe (see further detail in clause 7below). For example, if you are a Customer you will need a valid Payment Method and if you are a Driver you will need a New Zealand bank account in your name.

4.7We may decline, revoke or suspend your Road Ninja account, and/or access to the Road Ninja Platform, at any time if (in our sole and absolute discretion) we are not satisfied that you comply with all of our eligibility criteria (including based on background checks when you first apply for a Road Ninja account).

4.8 We will manage all personal information that we collect in order to verify your eligibility in accordance with our Privacy Statement.

Eligibility Criteria – Drivers and Customers

4.9 You must:

(a)
be a New Zealand or Australian resident and, if you are a Driver, you must be located in New Zealand at the time you fulfil the Transportation Contract;
(b)
be 18 years of age or older (as confirmed using our age verification process);
(c)
have a valid (and, if required by us, verifiable) email address that is unique to you; and
(d)
have full power and authority to enter into Transportation Contracts.

Eligibility Criteria – Customers

4.10 You must meet the requirements advertised on the Road Ninja Platform or which Road Ninja notifies to you from time to time, for example, holding an appropriate ‘Transportation Service Licence’ issued by Waka Kotahi NZ Transport Agency.

Eligibility Criteria – Drivers

4.11 To be eligible to advertise services as a Driver on the Road Ninja Platform, you must have a valid New Zealand drivers licence that meets the requirements advertised on the Road Ninja Platform and/or notified to you by a specific Customer, at any time.

4.12 To be eligible to advertise services as a Driver on the Road Ninja Platform, you will be required to pass the following background checks, undertaken by Road Ninja, to Road Ninja’s satisfaction (in our sole and absolute discretion) (together, the Background Checks):

(a)
driver licence checks (including checks conducted through Waka Kotahi NZ Transport Agency);
(b)
‘All Convictions Report’ and/or other criminal record checks (conducted through the Ministry of Justice);
(c)
employment and/or reference checks (conducted by Road Ninja or through CVCheck); and
(d)
any other background checks that we may implement at any time.

4.13 We may refresh these Backgrounds Checks at any time to confirm your eligibility to be a Driver.

4.14 You must provide us with all reasonable information that we may require to undertake (or to appoint a third party to undertake) the Background Checks.

Authorised Representatives

4.15 You may determine who is an Authorised Representative and you are solely responsible and liable for your Authorised Representatives’ use of and access to the Road Ninja Platform using your Road Ninja Account.

4.16 If a person uses your Road Ninja Account, that person will be deemed to be you for the purposes of these Terms and that will not affect your obligations under these Terms. Road Ninja is under no obligation to check that any instruction or confirmation made through your Road Ninja Account is from you.

Relationship between parties using the Road Ninja Platform

4.17 If you have a current Road Ninja account, you can use the Road Ninja Platform to connect with Customers and Drivers (as applicable) by publishing, offering, search for, booking and paying for Transportation Services. You must follow the directions, and any additional terms and conditions that we notify to you on the Road Ninja Website and App.

4.18 Road Ninja Platform does not participate in the actual transaction between a Driver and Customer for Transportation Services nor do we act as an agent for either party. In addition, payments made via the Road Ninja Platform are processed by Stripe (and not by Road Ninja). Accordingly:

(a)
the contract relating to the Transportation Services must be entered into directly between the applicable Customer and Driver (Road Ninja is not a party to and takes no responsibility for that contract, including entry into, compliance or enforcement); and
(b)
payments made via the Road Ninja Platform are subject to terms and conditions notified to you by Stripe (see clause 7 below).

4.19 These Terms do not create any direct rights of enforcement as between Customers and Drivers. They are solely enforceable between, as the case may be:

(a)
Road Ninja and a Customer; and
(b)
Road Ninja and a Driver.

Changes to the Road Ninja services

4.20 Road Ninja may change our services, Subscription Plans, charges, these Terms and / or any aspect relating to the Road Ninja Platform, and impose new requirements or policies relating to the Road Ninja Platform (Changes), from time to time, including to:

(a)
change, suspend or discontinue any aspect of the Road Ninja Platform, including hours of operation or availability of the Road Ninja Platform;
(b)
update general practices and limits concerning the use of the Road Ninja Platform, including individual or aggregate transaction limits on the value or number of transactions during any specified time period(s); and
(c)
suspend use of the payment functionality on the Road Ninja Platform in respect of any Transportation Contract.

Suspending or Closing your Road Ninja Account

4.21 You may request to close your Road Ninja Account by contacting us directly. We will implement your request and close your Road Ninja Account within a reasonable time, provided that there are no outstanding Disputes or refunds relating to your Road Ninja Account. If you agree to a Subscription Plan, you may not close your Road Ninja Account until the expiry, or payment in full of the balance, of your then-current Subscription Plan term.

4.22 We may close, or suspend, your Road Ninja Account at any time where we have reasonable cause to do so, including where:

(a)
in our opinion you have breached these Terms or are not acting in good faith in connection with your use of the Road Ninja Platform; or
(b)
we reasonably consider it necessary to do so in order to:

protect the integrity of our systems or the Road Ninja Platform;
prevent fraud or a breach of any Applicable Law; and
otherwise protect us or any other person against any legal, regulatory or non-payment risk.

4.23 In any event, Road Ninja may close your Road Ninja Account for any reason, upon giving you at least 30 days’ written notice.

4.24 If you have a current Subscription Plan and Road Ninja closes your Road Ninja Account at its discretion (and not for the reasons set out in clause 4.22), Road Ninja will refund you for any amounts that you have paid to Road Ninja for unused portions of your Subscription Plan.

4.25 If your account is closed or suspended for any reason, Road Ninja may (but is not required to):

(a)
update other Users on your account status (including any Users that you have entered into Transportation Contracts with); and
(b)
if relevant, provide other Users with further details of your account status (e.g., reasons for your account closure).

Road Ninja will not have any liability whatsoever (and each User waives any claim it may otherwise have against Road Ninja) arising from or relating to any notice that Road Ninja provides (or does not provide) under clause 4.25.

5. Keeping your Road Ninja Account secure

5.1 Security of the Road Ninja Platform is very important to Road Ninja. However, Road Ninja cannot guarantee that the Road Ninja Platform will always be available, fault-free and secure or that it will be free from viruses or other harmful programmes. You acknowledge that you are aware of, and accept this risk, including, the risk that a third party may gain access to your Road Ninja Account.

5.2 You are responsible for ensuring that:

(a)
you and your Authorised Representatives are the only persons that use your Road Ninja Account;
(b)
your password is kept secure - for example, you must not tell anyone else your password (except, if you are a Customer, you may provide your password to your Authorised Representatives) and your password must not be kept as a written or electronic record with or on your mobile device; and
(c)
the security of your Road Ninja Account is maintained.

5.3 Road Ninja personnel will never ask you for your password in an unsolicited phone call or in an unsolicited email. If you share a computer with others, you should not choose to save your password or any other log-in information on that shared computer.

5.4 Road Ninja is not responsible for unauthorised access to, and use of, your Road Ninja Account, except to the extent that any unauthorised access to, or use of, your Road Ninja Account is caused by Road Ninja failing to comply with any security requirements that we have informed you, from time to time, the Road Ninja Platform complies with.

5.5 You must notify Road Ninja immediately, and request cancellation or temporary suspension of your Road Ninja Account, if the security of your Road Ninja Account is compromised, including due to:

(a)
your mobile device being lost or stolen;
(b)
your password and/or passcode becoming or likely to become known by another person; and/or
(c)
unauthorised access to your Road Ninja Account.

5.6 You must confirm that notification by email to Road Ninja within 24 hours.

5.7 You must cooperate fully with us to investigate any suspected unlawful, fraudulent or improper use of or activity on your Road Ninja Account.

5.8 Road Ninja may enforce or implement any security measures it deems appropriate for the Road Ninja Platform at any time and may update and add security measures to the Road Ninja Platform at its discretion at any time.

6. Your obligations

General

6.1You represent, warrant and undertake to Road Ninja (on a continuing basis) that:

(a)
you will use the Road Ninja Platform in good faith and in compliance with these Terms and all Applicable Laws and regulations;
(b)
the information and materials you provide in connection with your use of the Platform is true, complete, lawful and accurate, and is not false, misleading or deceptive;
(c)
you will not use the Road Ninja Platform to defraud or cause any damage to Road Ninja, our affiliates, other Users or any other person or engage in or facilitate any other unlawful activities;
(d)
you will not:

induce any other person to breach these Terms;
resell, license or make available the Road Ninja Platform to any third party, or otherwise commercially exploit the Road Ninja Platform;
use your Road Ninja Account or the Road Ninja Platform for any unlawful, fraudulent or improper activity;
use any technology (device, software or hardware) to damage, intercept or interfere with the Road Ninja Platform; or
copy, modify or alter the Road Ninja App, Road Ninja Website and/or Road Ninja Platform (or the underlying Software).

6.2 You must not use the Road Ninja Platform to promote any service other than the Transportation Services.

7. Payments and Subscription Plans

Drivers

7.1 If you are a Driver, use of the Road Ninja Platform (to advertise your services) is free. No additional Road Ninja charges apply.

Customers – overview

7.2 If you are a Customer, you must pay the charges applicable to use of Road Ninja (as specified on the Road Ninja Website). By way of summary:

(a)
your general access to the Road Ninja Platform is free (this enables you to access limited information about the Road Ninja Platform);
(b)

you must enter into a Subscription Plan to access certain information and functionality on the Road Ninja Platform (including to advertise Jobs for Drivers). The Road Ninja Subscription Plan options, and additional terms and conditions applicable to each Subscription Plan (Subscription Plan Terms), are published on the Road Ninja Website (including, as applicable, the Subscription Period, minimum term, subscription fee, payment terms and usage limits);
(c)

when you confirm a booking for specific Transportation Services you must pay the Driver’s fee (Driver’s Fee) (as displayed on the Road Ninja Platform at the time of your booking); and
(d)
Stripe fees may apply (see further detail in clause 7.11 below).

Customers - Subscription Plans

Overview

7.3 If you enter into to a Subscription Plan, you must ensure that you review the Subscription Plan Terms carefully and contact us if you have any questions before you enter into the Subscription Plan and accept Subscription Plan Terms. If there is any inconsistency between the Subscription Plan Terms and these Terms of Use, the Subscription Plan Terms will apply to the relevant Subscription Plan to the extent of the inconsistency. Without limiting this clause 7.3, further detail on current Subscription Plan Terms and potential changes in future are outlined below.

Subscription Plan Terms

7.4 At the date of these Terms, key terms that apply to all Subscription Plan Terms are set out below:

Subscription Plans: Key Terms

(a)

A specified subscription period will apply to each Subscription Plan (for example, monthly or annual) ( Subscription Period) and a minimum period may also apply.
(b)
Subject to clause 7.5, the Subscription Period will automatically renew at the end of each Subscription Period, for the same Subscription Period.
(c)
We may make Changes in accordance with clause 4.20 (which may include changes to your Subscription Terms). Any Changes to your Subscription Terms, or any other Changes that may have a material effect on your use of the Road Ninja Platform, will not apply until the expiry of your then-current Subscription Plan (subject to clause 7.6) and we will provide you with sufficient notice to enable you to consider those Changes before your next renewal.

Subscription Plan limitations

7.5 We reserve the right to add specific limitations in Subscription Plan Terms in future, at our sole discretion, by direct notice to you or on the Road Ninja Platform. These limitations may apply to new Subscription Plans and/or current Subscription Plans that you have purchased from Road Ninja. If the limitations apply to current / purchased Subscription Plans, we will endeavour to provide you with as much notice as possible, depending on the nature of the limitation and the reason it has been introduced.

7.6 By way of example (without limitation), we may introduce "enterprise level" or "custom" Subscription Plans, which may include limitations relating to specific criteria such as usage (defined at our discretion), access, features, number of user's / entities or operational locations on a single Subscription Plan and/or limitations relating to the Direct Engagements (refer to clause 8.1 below).

Subscription Plan renewal

7.7 We will notify you of each upcoming automatic renewal of your Subscription Period at least ten Business Days in advance.

7.8 You may elect to not renew your Subscription Plan, prior to the expiry of your Subscription Period or within five Business Days after the renewal of your Subscription Plan, by following the directions on the Road Ninja Platform (refer to the “manage your subscriptions)” tab. If you elect to do so, your Subscription Plan will end of the last day of your then-current Subscription Period, provided that if:

(a)
your Subscription Plan has a minimum period that has not expired, your Subscription Period will end of the last day of the minimum period (please note that the minimum period will restart if you enter into a new Subscription Plan in future);
(b)
you elect to not renew your Subscription Plan in accordance with this clause after we have received payment for the next Subscription Period, we will refund your payment for the next Subscription Period in full (excluding any Stripe charges); and
(c)
you have any future Transportation Services bookings:

if you aren’t currently on a monthly Subscription Plan, your Subscription Plan (and payments) will automatically convert to a monthly Subscription Plan at the expiry of your annual Subscription Plan; and
your Subscription Plan will remain in effect until the expiry of the month in which you have no further Transportation Services bookings in place.

7.9 You may need to update your payment details in order to satisfy the amount owing for the remainder of your Subscription Plan in accordance with clause 7.8. For clarity, if you fail to do so, clause 7.13 will apply.

Changes to the Road Ninja Platform

7.10 Notwithstanding clause 7.4(c), we reserve the right to make any Changes to the Road Ninja Platform in accordance with clause 4.20, provided that if we make any Changes that take effect during your then-current Subscription Period and have a material effect on your use of the Road Ninja Platform, we will notify you in advance and provide you with a reasonable period to terminate your Subscription Plan (in which case we will refund you any charges you have paid in advance that are attributable to the remaining portion of your Subscription Period).

Payments

Payment services – Stripe

7.11 If you are a Customer or Driver, you must use the payment service on the Road Ninja Platform, provided by Stripe, to facilitate payment and receipt of all amounts payable on the Road Ninja Platform (to both Road Ninja and the Driver). Further detail relating to the Stripe payment facility, any applicable Stripe charges and the timing of payments, is provided on the relevant page of the Road Ninja website and/or notified to you by Stripe.

7.12 Please be aware that:

(a)
if expressly agreed with a Driver (and notified to Road Ninja via the Road Ninja Platform), you may pay for certain bookings for Transportation Services with progress payments, in which case you authorise those progress payments to be debited at the agreed time; and
(b)
Transportation Services are subject to the agreement between the Customer and the Driver, which may include rights to vary the Driver’s Fee after a booking has been made.

Overdue payments and recovery costs (Customers only)

7.13 You must follow the directions provided on the Road Ninja Platform in relation to all amounts payable under these Terms (including using the services of Stripe referred to in clause 7.11). If you do not do so, you must:

(a)
pay us interest at a rate of 2.5% per month on any amount owing by you (which is not subject to a genuine dispute) from the due date of payment until the date the outstanding amount is paid, accruing daily and charged monthly; and
(b)
reimburse us for any costs and expenses we incur to recover any amount owing by you, including any debt collection fees or commission and full legal expenses.

General

7.14 You acknowledge that:

(a)
payments made and received via the Road Ninja Platform are processed by Stripe (and not by Road Ninja) and are subject to terms and conditions notified to you by Stripe; and
(b)
Road Ninja does not hold any funds on your behalf, or in any escrow or trust relationship with you.

7.15 All amounts expressed on the Road Ninja Platform are exclusive of GST and any other applicable taxes or charges (unless stated otherwise on the Road Ninja Platform), for which you will be responsible.

8. Direct Engagements

8.1 The Road Ninja Platform is intended to facilitate Transportation Services arrangements on the Road Ninja Platform. However, we acknowledge that there may be circumstances where a Customer and a Driver enter into a Direct Engagement. Accordingly, if you are a:

(a)

Customer, you must notify us if you enter into a Direct Engagement (by emailing us relevant details at support@roadninja.co.nz ) (either in advance or immediately once the Direct Engagement is confirmed); and
(b)
Driver, you must not accept a booking for Transportation Services from a Customer that has identified or engaged with you via the Road Ninja Platform, or accept payment for Transportation Services (directly or indirectly), outside of the Road Ninja Platform, unless the Customer confirms that they have notified us in accordance with clause 8.1(a).

You must provide any additional information reasonably requested by Road Ninja in relation to the Direct Engagement.

8.2 If you are a Customer, you acknowledge that you derive additional value from the Road Ninja Platform if you enter into a Direct Engagement with a Driver. Accordingly, we reserve the right to:

(a)

charge a reasonable administration fee if you fail to comply with the notification obligation set out in clause 8.1(a); and/or
(b)
update our Terms relating to Direct Engagements at any time (which may include adding an additional fee and/or additional terms and conditions). We will notify you of any changes to our Terms relating to Direct Engagements and any changes will only apply to Direct Engagements that you enter into after the date of the relevant notice.

9. Intellectual Property

9.1 All Intellectual Property Rights (both current and developed) in the Road Ninja Website and Road Ninja App, including all software and content, are the sole and exclusive property of Road Ninja (or the relevant licensor of the Intellectual Property Rights, as the case may be). Except as expressly set out in these Terms, all rights, title and interest in and to such Intellectual Property Rights remain vested in Road Ninja (or the relevant licensor of the Intellectual Property Rights, as the case may be). You agree that you will not claim any ownership of, or infringe, any Intellectual Property Rights in the Road Ninja Website and Road Ninja App, including all software and content.

9.1 Subject to compliance with these Terms, Road Ninja grants authorised Users a limited, non-exclusive, non-transferable, revocable, royalty free licence to access (including download) and use the Road Ninja Platform.

10. Privacy Statement

10.1 You agree that we may collect, hold, use and transfer your personal information in accordance with the Road Ninja Privacy Statement.

11. Liability and indemnities

11.1 To the extent permitted by law, Road Ninja is not liable under or in connection with any Transportation Contract or any other agreements or understandings directly between Users or between Users and Stripe. Any Disputes relating to a Transportation Contract, or Stripe’s services, will be a matter solely between you and the relevant Customer or Driver or Stripe (as applicable).

11.2 To the extent permitted by law:

(a)
your use of Road Ninja (including any guidance, resources and information, as well as confirming Transportation Services) is at your own risk;
(b)
the Road Ninja Services are provided on an “as is” and “as available” basis and any warranties, representations, conditions, undertakings and terms, whether express or implied, are expressly excluded;
(c)
Road Ninja will not be liable for any default, delay or failure in performing its obligations under these Terms resulting directly or indirectly from act or omission beyond Road Ninja’s reasonable control;
(d)
Road Ninja will not be liable under or in connection with these Terms and/or Road Ninja Services (whether in contract, tort (including negligence) or otherwise), for any indirect, consequential, incidental, special or punitive damages, or for damages for loss of profits or revenues, business interruption, loss of business opportunities, loss of data or loss of other economic interests;
(e)
the aggregate liability of Road Ninja in relation to any claim arising under or in connection with these Terms and/or Road Ninja Services (whether in contract, tort (including negligence) or otherwise), will not exceed an amount equal to any payments you have made to Road Ninja in the six month period preceding the act or omission giving rise to the relevant claim; and
(f)
you will be deemed to have waived any right to a claim that you have not notified to us by email within 6 months of the act or omission giving rise to the claim.

11.3 For the purposes of section 5D of the Fair Trading Act 1986 ( FTA), Road Ninja and each User acknowledges and agrees that, to the extent permitted by law, they are contracting out of sections 9, 12A and 13 of the FTA in respect of all matters covered by these Terms.

11.4 To the extent permitted by law, you agree to indemnify Road Ninja, our employees, directors, officers, agents and representatives (collectively, the Road Ninja Indemnified Persons) on demand and to hold Road Ninja Indemnified Persons harmless from any Loss which may arise, directly or indirectly, from your use of the Road Ninja Services or from your breach of these Terms. Road Ninja reserves the right, at our own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which case you must cooperate with Road Ninja in asserting any available defences.

12. Third Party Services

12.1 Road Ninja operates the Road Ninja Platform by using a range of web services and APIs, including interoperating with a range of third party service features. You acknowledge that as part of using, and in order to use, the Road Ninja Platform, you may be redirected to third party websites or invited to use third party products (including Stripe Connect, and Google Maps) and that in doing so, you will be subject to, and agree to be bound by, any terms and conditions and privacy statements imposed by the providers of those third party services. To the extent any linked websites you visit are not owned or controlled by Road Ninja, Road Ninja accepts no responsibility or liability for, or in connection with, the access or use by you of any such third party website, product or service or the privacy practices of those third party websites.

12.2 Road Ninja does not make any warranty or representation on the availability of any features, products or services of a third party which are used as part of the Road Ninja Platform. If a third party service provider ceases to provide that feature, product or service, or ceases to make that feature, product or service available on reasonable terms, Road Ninja may cease to make available that feature, product or service to you.

13. General

13.1 These Terms are subject to the laws of New Zealand and you irrevocably submit to the exclusive jurisdiction of the courts of New Zealand in respect of any claim under or in connection with these Terms and/or the Road Ninja Platform. However, either party may seek injunctive or other equitable relief against the other party in any court of competent jurisdiction.

13.2 The relationship between the parties is independent parties and nothing in these Terms is intended to create a relationship of employment, trust, agency, partnership, joint venture or any other fiduciary relationship between any parties. No party has authority to bind or incur debts on behalf of the other party.

13.3 A waiver of any breach of these Terms or any right, power or remedy under, or in connection with, these Terms (including a right of termination) is not effective unless that waiver is in writing and is signed by the party granting the waiver. A failure to exercise, a delay in exercising, or a partial exercise of, any right, power or remedy under, or in connection with, these Terms does not operate as a waiver of such right, power or remedy. A waiver of any breach is not, or is not deemed to be, a waiver of any other or subsequent breach.

13.4 These Terms (and a Road Ninja Account) is personal to a User and a User may not assign or transfer all or any part of its rights and obligations under these Terms.

13.5 In these Terms:

(a)
headings are for convenience only and do not affect interpretation;
(b)
a reference to a statute includes all regulations under and amendments to that statute and any statute passed in substitution for that statute or incorporating any of its provisions to the extent that they are incorporated;
(c)
a word importing the singular includes the plural and vice versa;
(d)
a reference to a party to these Terms includes that party’s successors and permitted assigns and substitutes;
(e)
“including” (and similar expressions) will be construed as “including, without limitation”;
(f)
Business Day means a day (other than a Saturday or Sunday) on which registered banks are open for general banking business in Auckland, New Zealand; and
(g)
the singular includes the plural and vice versa.

14. Contact Us

14.1 If you have any questions, or would like to make a complaint or offer a compliment, we encourage you to contact us.

Email: support@roadninja.co.nz

15. Dictionary

Applicable Law	means any law, regulation or rules (including the rules of any card association or other payment provider such as Stripe) applicable to the provision or receipt of Road Ninja Services.
Authorised Representative	means anyone that a Customer has authorised to use its Road Ninja Account on the Customer’s behalf.
Changes	has the meaning given to that term in clause 4.20.
Customer	means a customer who applies and/or is approved for a Road Ninja Account as a “customer” and, if applicable, uses the Road Ninja Platform to book Transportation Services, and where applicable, any Authorised Representatives.
Direct Engagement	means a direct relationship that is formed between a Customer and a Driver, outside of the Road Ninja Platform, by either of the following (whichever is earlier):
(a) an employment or contractor relationship commencing; or (b) the signing of an employment or contractor agreement.
Dispute	means any dispute arising under or in connection with these Terms.
Driver	means a driver who applies and/or is approved for a Road Ninja Account as a “driver” and, if applicable, uses the Road Ninja Platform to confirm bookings for Transportation Services.
Driver’s Fee	has the meaning given to that term in clause 7.2(c).
Electronic Message	means a message sent by electronic means, including a “push” notification on the Road Ninja App, text message and/or email.
Intellectual Property Rights	means all current and future registered and unregistered intellectual property rights, including rights in respect of patents, trade marks, trade names, logos, designs, copyright, rights in each of know-how, confidential information and trade secrets and all analogous rights and pending applications.
Payment Method	means a credit card, debit card, direct bank transfer or any other method offered by Stripe from time to time.
Road Ninja, we, us, our	means Road Ninja Limited, and its successors and assignees.
Road Ninja Account	means a Road Ninja account created by a User, using the Road Ninja Website or the Road Ninja App.
Road Ninja App	means the mobile application available at https://app.roadninja.co.nz/ (and any additional or replacement URL at any time).
Road Ninja Platform	means Road Ninja’s proprietary platform accessed by a User via the Road Ninja Website or the Road Ninja App, and includes all software and other features of the platform (and includes all services provided by Road Ninja to Users from time to time in connection with the Road Ninja Platform).
Road Ninja Privacy Statement	means the Road Ninja Privacy Policy available at https://roadninja.co.nz/privacy.html .
Road Ninja Website	means the website available at https://roadninja.co.nz/ (and any additional or replacement URL at any time).
Stripe	Stripe New Zealand Limited (and/or any additional or replacement payment services provider on the Road Ninja Platform at any time).
Subscription Period	has the meaning given to that term in clause 7.4.
Subscription Plan	means a subscription payment plan applicable to a Customer’s access to and use of the Road Ninja Platform.
Subscription Plan Terms	has the meaning given to that term in clause 7.2(b).
Terms	has the meaning given to that term in clause 3.1.
Transportation Contract	means a contract directly between a Customer and a Driver for Transportation Services.
Transportation Services	means transportation services to be arranged via the Road Ninja Platform and provided by a Driver to a Customer in accordance with a Transportation Contract.
User or you	means a Customer, Driver or any other person that accesses the Road Ninja Platform.

These Terms were last updated on 17 April, 2024