1 term is defined below), the Client Terms

1           APPLICATION OF TERMS1.1       These User Terms of Service apply to your use of the Service. These User Terms of Service govern your access and use of the Service. If you are a Client (as the term is defined below), the Client Terms of Service (link) also govern your access and use of the Service. By accessing and using the Service you agree to these Terms.1.2       If you do not agree to these Terms, you are not authorised to access and use the Service, and you must immediately stop doing so.2           CHANGES2.1    We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.2.2       These Terms were last updated on the first day of January, 2018.3           DEFINITIONSIn these Terms:including and similar words do not imply any limit.Client is the organisation that you represent in agreeing to the Client Terms of Service (link). If your account is being set up by someone who is not formally affiliated with an organisation, Client is the individual creating the account. If you set up an account using your corporate email domain, your organisation is Client, and Client can modify the account and otherwise exercise its rights under the Terms. If Client elects to replace you as the representative with ultimate authority for the account, we will provide you with notice following such election and you agree to take any actions reasonably requested by us or Client to facilitate the transfer of authority to new representative of Client.Loss includes loss of profits, savings, revenue or data, and any other claim, damage, loss, liability and cost, including legal costs on a solicitor and own client basis.personal information means information about an identifiable, living person.Terms means these terms and conditions titled User Terms of Use.Groove Software means the software owned by us (and our licensors) that is used to provide the Service.Underlying System means any network, system, software, data or material that underlies or is connected to the Service.Account means a unique name and password allocated to you to allow you to access certain parts of the Service.Service means the service having the core functionality described on the Website, as the Website is updated from time to time.Groove, we, us or our means Groove Technologies Limited, company number 9429046114389.Website means the internet site at http://groovecarpool.com, or such other site notified to you by us.4           YOUR OBLIGATIONS4.1       You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.4.2       You are responsible for keeping your account password secure and must:not permit any other person to use your account, including not disclosing or providing it to any other person; andimmediately notify us if you become aware of any disclosure or unauthorised use of your account, by sending an email to [email protected] 4.3    Verification may involve checks under contract with a credit reference agency, an ID checking service and other third parties from time to time. You consent to the disclosure of personal information you provide to us, for the purpose of this verification and any subsequent re-verification(s).4.4      You must:not act in a way, or use or introduce anything (including any virus, worm, Trojan horse, timebomb, keystroke logger, spyware or other similar feature) that in any way compromises, or may compromise, the System, Website or any Underlying System, or otherwise attempt to damage or interfere with the System, Website or any Underlying System; andunless with our agreement, access the System or Website via standard web browsers only and not by any other method. Other methods include scraping, deep-linking, harvesting, data mining, use of a robot or spider, automation, or any similar data gathering, extraction or monitoring method.4.4       You must obtain our written permission to establish a link to our Website. If you wish to do so, email your request to [email protected] 4.5       You indemnify us against all Loss we suffer or incur as a direct or indirect result of your failure to comply with these Terms, including any failure of a person who accesses and uses our Service by using your account.4.6    We assume no responsibility for a user’s compliance with any agreements with or duties to other users, third parties, applicable laws, rules and regulations.4.7    If you choose to drive your motor vehicle in relation to the Service, you understand and agree that we do not act as an insurer or as your contracting agent. If another user requests to accompany you in your motor vehicle, any agreement you enter into with such user is between you and the user and we are not a party to it. Notwithstanding the foregoing, we serve as the limited authorised payment collection agent of you for the purpose of accepting payments from other users.4.8    We do not endorse any user. You understand that users are required by these Terms to provide accurate information, and although we may undertake additional checks and processes designed to help verify or check the identifies or backgrounds of users, we do not confirm, endorse or make any representations about any user or the user’s purported identify or background.4.9    To be eligible to drive your motor vehicle in relation to the Service you must:have, hold and maintain a current, valid unrestricted driver licence;maintain your motor vehicle in a clean, safe condition with a current registration;arrange and maintain appropriate insurance coverage to our satisfaction (which includes third-party insurance cover);not have been convicted of a “specified serious offence” as defined in section 29A of the Land Transport Act 1998, regardless of the sentence imposed;not have any conviction or pending charge for any type of criminal or driving offence;provide all requested information to us, including your vehicle information, registration number, driver licence number and pictures; andbe accepted by Groove in its sole discretion.4.10     You must register each motor vehicle to be eligible to drive it in relation to the Service. You must not drive a motor vehicle in relation to the Service that is not registered with Groove.4.11      By registering to drive your motor vehicle in relation to the Service you warrant and represent that:all of the information provided to us by you as part of the registration process is correct, complete or not misleading in any respect;you have not been convicted of nor have any pending charge for any type of criminal or driving Offence; andany use of your motor vehicle will be in the course of a genuine carpooling journey and not undertaken for profit or reward of any kind.4.12    If you choose to drive your motor vehicle in relation to the Service, you acknowledge that any reimbursement you receive is intended to represent a genuine cost-sharing arrangement and accordingly, you must immediately notify us if you reasonably believe that the reimbursement does not represent the genuine cost.4.13   Users are solely responsible for honouring any agreements made in relation to the Service. You understand and agree that you are entering into an agreement with another user. You acknowledge and agree that you, not Groove, will be responsible for performing the obligations of any such agreements, that Groove is not a party to such agreements, and that, with the exception of its payment obligations hereunder, Groove disclaims all liability arising from or related to any such agreements.4.14    You agree that when you use the Service you will comply will all applicable laws and these Terms. In particular, but without limitation, you agree not to:use the Service for any unlawful or fraudulent purpose, including to represent yourself as or impersonate a user, if you are not one;take any action that could interfere with the normal operation of the Service or any Groove activity;use a motor vehicle in relation to the Service that you do not yourself own or have permission to drive (without limiting the foregoing, you will not use the Service if you are serving in the capacity of a taxi driver or similar);unless we explicitly permit otherwise, make a booking in relation to the Service if you will not actually be the person using the booking yourself;impersonate any person or entity, or falsify or otherwise misrepresent yourself or your affiliation with any person or entity;use automated scripts to collect information from or otherwise interact with the Service;use the Service to find users and then complete a booking independent of theService, in order to circumvent the obligation to pay any booking fees related toour provision of the Service or for any other reasons;accept or make a payment for a booking outside of the Service. If you do so, you acknowledge and agree that you:would be in breach of these Terms;accept all risks and responsibility for such payment, andhold Groove harmless from any liability for such payment;use a motor vehicle other than those you have registered with;use the Service while driving otherwise than in accordance with law;stalk or harass any person through the Service;access data of which you are not an intended recipient or log into a server or account on a network related to the Service that you are not expressly authorised to access;infringe any third party intellectual property rights;allow any other person to use your account;make or distribute copies of the Service;attempt to copy, reproduce, alter, modify, reverse engineer, disassemble, decompile, transfer, exchange or translate the Service;create derivative works based upon the Service of any kind whatsoever or any software or programming related thereto;use the Service for any commercial or competitive advantage, any illegal, defamatory or objectionable purpose, or any purpose which could bring the reputation of Groove into disrepute; orallow any third party to do any of these things.4.15    You agree to pay us for any confirmed bookings made in connection with your account in accordance with these Terms. You hereby authorise the collection of such amounts by charging the credit card provided as part of setting up your account, either directly by Groove or indirectly, via a third-party online payment processor.4.16    If you are directed to our third-party payment processor(s), you may be subject to terms and conditions governing use of that third party’s service and that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using the services.4.17    If you choose to make a booking in relation to the Service and cancel less than 24 hours prior to the booking time, you will be charged a cancellation fee equal to 50% of the total booking fee. You are entitled to a 30 minute grace period after making a booking, any changes or cancellations within 30 minutes of the booking being made will not incur any charges.4.18    If you choose to accept a booking to drive your motor vehicle in relation to the Service and cancel less than 24 hours prior to the booking time, you will be charged a cancellation fee equal to 100% of the total amount you would have received for completing the booking. You are entitled to a 30 minute grace period after accepting a booking, any changes or cancellations within 30 minutes of the booking being accepted will not incur any charges.4.19     In certain circumstances, we may decide, in our sole discretion, that it is necessary or desirable to cancel a confirmed booking, in which case we will not charge any cancellation fee. Users will not be entitled to payment in respect of any bookings cancelled by Groove.4.20    Cancellation fees will be withheld from your future payouts or charged to the credit card on file in your Groove account.4.21    If for any reason you wish to dispute any fee, you must notify us as soon as possible by contacting us on: [email protected]     From time to time, the Service and Website may contain links to websites, or the contact information of other persons. These links are provided for convenience only, and do not represent any endorsement by Groove or any other person of the products or services offered by the site owner or other person.4.23    If you take part in any competition which is run through the Service, you agree to be bound by the rules of that competition and any other rules specified by Groove from time to time and by the decisions of Groove, which are final in all matters relating to the competition. Groove reserves the right to disqualify any entrant and/or winner in its absolute discretion without notice in accordance with the competition rules.5        APPOINTMENT OF GROOVE AS LIMITED PAYMENT COLLECTION AGENT5.1    You hereby appoint us as limited payment collection agent solely for the purpose of accepting reimbursements from other users.5.2     You agree that payment made through us will be considered the same as payment made between two users of the Service.5.3     You understand that we accept payments as a limited payment collection agent and that our obligation to pay the user is subject to, and conditional upon, successful receipt of the associated payments from the other user. We do not guarantee payments of amounts thathave not been successfully received by Groove. In accepting appointment as the limited payment collection agent, we assume no liability for any acts or omissions of users.5.4     Reimbursements to users will occur within 14 days of receipt of such amount fromthe other user.5.5     If you owe any amount to us, then we may (but are not obliged to) withhold the amount owing to us from any payout amounts due to you, and use the withheld amount to set-off the amount owed by you to us. If we do so, then your obligation to pay us will be satisfied to the extent of the amount withheld by us, and we will cease to owe to you any obligations with respect to the amount withheld.5.6     In addition to the amount due, if your account is in debit for any reason, you may be charged fees that are incidental to our collection of these debit amounts. Such fees or charges may include collection fees, convenience fees, or other third party charges.5.7     You understand and agree that we reserve the right, in our sole discretion, to charge your credit card a nominal amount, not to exceed one dollar ($1) to verify your credit card.5.8     Please note that we cannot control any fees that may be charged to a user by his or her bank or credit card company related to our collection of payments and Groove disclaims all liability in this regard.6          INTELLECTUAL PROPERTY6.1     We (and our licensors) own all proprietary and intellectual property rights in the Service (including all information, data, text, graphics, artwork, photographs, logos, icons, sound recordings, videos and look and feel), and the Underlying Systems.6.2    You are prohibited from attempting to extract the source code of the Service, and you also must not attempt to translate the Service into other languages, or make derivative versions.6.3    You indemnify us for any loss we incur as a result of your breach of this clause 6.7          DISCLAIMERS7.1       To the extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:the Service being unavailable (in whole or in part) or performing slowly;any error in, or omission from, any information made available through the Service;any exposure to viruses or other forms of interference which may damage your computer system or expose you to fraud when you access or use the Service. To avoid doubt, you are responsible for ensuring the process by which you access and use the Service protects you from this; andany site linked from the Service. Any link on the Service to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.7.2      We make no representation or warranty that the Service is appropriate or available for use in all countries or that the content satisfies the laws of all countries. You are responsible for ensuring that your access to and use of the Service is not illegal or prohibited, and for your own compliance with applicable local laws.7.3   By using the Service you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other users or other third parties will be limited to a claim against the particular users or other third parties who caused you harm. This includes any loss or damage to you, your motor vehicle, or to anyone else that occurs in connection with a booking. You agree not to attempt to impose liability on or seek any legal remedy from Groove with respect to such actions or omissions. Accordingly, we encourage you to communicate directly with other users on the Service regarding any bookings made by you.7.4    You agree to take reasonable precautions in all communications and interactions with other users of the Service and in deciding whether to enter a motor vehicle. We explicitly disclaim all liability for any act or omission of any other user or other third party.7.5    Users are not employees of, or contractors to, Groove. Users do not provide any services to us, and nothing in these terms or the Service will constitute any trust, joint venture, partnership, agency or arrangement between any user and Groove.8           LIABILITY8.1       To the maximum extent permitted by law:you access and use the Service at your own risk; andwe are not liable or responsible to you or any other person for any Loss under or in connection with these Terms, the Service, or your access and use of (or inability to access or use) the Service. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.8.2      Except to the extent permitted by law, nothing in these Terms has the effect of contracting out of the New Zealand Consumer Guarantees Act 1993 or any other consumer protection law that cannot be excluded. To the extent our liability cannot be excluded but can be limited, our liability is limited to NZD100.8.3       To the maximum extent permitted by law and only to the extent clauses 8.1 and 8.2 of these Terms do not apply, our total liability to you under or in connection with these Terms, or in connection with the Service, or your access and use of (or inability to access or use) the Service, must not exceed NZD100.8.4    We are not liable for:any error or non-performance of the Service arising from your use of the Service;any error in the performance of the Service arising from a failure in the data connection;a malfunction;any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program;any unavailability of the Service (or parts of it);any difficulty or inability to download or access content; orany other communication system failure.8.5    In relation to the Service we will not be liable for any losses, costs, expenses or liabilities of whatever nature and howsoever arising, unless they arise as a direct result of:any material breach of these Terms by us; orany gross negligence, wilful default, fraud, or dishonesty on our part.8.6    You are solely liable for all activity that takes place on the Service in your name, even if you comply with these Terms and do not participate in or condone the activity.8.7     You are liable for any costs charged by your internet service provider, including any data connection costs charged in connection with your download or use of the Service.8.8      Groove gives no warranties as to the performance, reliability or availability of the Service at any time. To the fullest extent permitted at law, the Service is provided without warranty of any kind.9           PRIVACY POLICY 9.1       You agree that our Privacy Policy (link) (as may be updated from time to time) governs our collection and use of your personal information. 10           SUSPENSION AND TERMINATION10.1       Without prejudice to any other right or remedy available to us, if we consider that you have breached these Terms or we otherwise consider it appropriate, we may immediately, and without notice, suspend or terminate your access to the Service (or any part of it). If we exercise our discretion under these Terms to do so, any or all of the following can occur with or without prior notice or explanation to you:all rights and licences granted to you in respect of the Service will cease, and you must immediately stop using the Service;any pending or accepted future bookings will be immediately terminated,you will not be entitled to any compensation for bookings (even if confirmed) that were cancelled as a result of a suspension, deactivation or termination ofyour account.10.2      On suspension or termination, you must immediately cease using the Service and must not attempt to gain further access.10.3    You may cancel your account at any time by emailing [email protected] If you wish to restart your account you will be required to set up a new account in accordance with these Terms.11       GENERAL11.1 If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications.11.2    These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms or the Service.11.3    For us to waive a right under these Terms, the waiver must be in writing.11.4    Clauses which, by their nature, are intended to survive termination of these Terms, including clauses 4.5, 6, 7, 8, 11.1, continue in force.11.5    If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.11.6    These Terms set out everything agreed by the parties relating to your use of the Service and supersede and cancel anything discussed, exchanged or agreed prior to you agreeing to these Terms. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agreed to these Terms.