Inde Cover — Platform Terms

Last updated: September 2026 (version 2026-09-10)

Agreement and Amendments

These are the terms and conditions on which a Customer is offered access to the Platform and Cover. If a Customer does not accept these terms and conditions, it must refrain from using the Platform.
Contractors are engaged by Suppliers to deliver Goods. The Platform is designed to facilitate a Contractor’s ability to subcontract its delivery services to a Driver.
These terms and conditions may be amended in whole or in part by the Company from time to time. The Company will give each Customer notice of a material amendment in accordance with clause 23.5, and will require the Customer to accept the amended terms and conditions in the App before continuing to use the Platform. Amendments that are not material are effective on posting. The Customer is responsible for ensuring it is familiar with the latest terms and conditions. These terms and conditions were last updated September 2026.
The Platform provides a marketplace and administrative system enabling a Contractor to engage a Driver for temporary services. The Company is not a party to any engagement between a Contractor and a Driver. These Terms are enforceable only between the Company and each Customer (Contractor or Driver) and do not create enforceable rights between Contractors and Drivers.

Becoming a Customer

Before using the Platform, a Customer must create a Platform Account via the Platform.
Each Customer must provide accurate, current and non-misleading information and update it if it changes. The Company may verify any Customer’s information and each Customer agrees to provide information and reasonable assistance for verification.
Each Customer must not register or use more than one Platform Account.
The Company may decline, revoke or suspend a Platform Account if it is not satisfied the Customer meets the eligibility criteria.
General eligibility. Each Customer must:
1. be 18 years of age or older;
2. be a New Zealand citizen or resident, or otherwise hold a valid entitlement to work in New Zealand; and
3. use the Platform for business purposes and not as a consumer.
Contractor eligibility. Each Customer using the Platform as a Contractor must:
1. hold a current contract with a Supplier to deliver Goods on the routes for which it posts Cover; and
2. be permitted under that contract to subcontract the delivery services which are the subject of the Cover.
Driver eligibility. Each Customer using the Platform as a Driver must be certified by the relevant Supplier to deliver the Goods, and must ensure that the person actually carrying out the Cover:
1. is a New Zealand citizen or resident, or otherwise holds a valid entitlement to work in New Zealand;
2. is 18 years of age or older;
3. holds a valid New Zealand driver licence of the correct class for the vehicle used, which is not suspended, expired or subject to a disqualification; and
4. is certified by the relevant Supplier to deliver the Goods.
The Company may require that a Customer or person in their employ, pass background checks including licence checks, criminal record checks, employment/reference checks and any other checks the Company implements. The Company may refresh background checks at any time. Each Customer must provide information reasonably required for background checks.
Each Customer must notify the Company immediately of changes to circumstances affecting its eligibility under clauses 2.5 to 2.7, including charges or convictions arising after onboarding and any suspension or loss of a driver licence or Supplier certification. Failure may lead to deactivation.
Anyone using a Customer’s Platform Account is deemed to be the Customer for these Terms and the Company is not required to verify authority.
A Customer may close its Platform Account at any time using the account deletion function in the App, or by contacting the Company. The Company will close the account within a reasonable time if there are no outstanding disputes. Clause 21.4 sets out the effect of closure.
The Company may close or suspend a Platform Account where it has reasonable cause, including breach of Terms, bad faith, to protect systems, prevent fraud or breach of law, or otherwise manage risk.
The Company may close any Platform Account for any reason by giving at least 30 days’ written notice.
The Company may identify any Customer as a user and publish testimonials a Customer provides (including business logos) in the Platform or marketing materials.

Managing a Platform Account

The Company prioritises security but cannot guarantee the Platform will always be available, fault-free or secure, or free from viruses or harmful programs. Each Customer accepts the risk of unauthorised access.
Each Customer is responsible for ensuring only the Customer or its authorised representatives use the Customer’s Platform Account, keeping login credentials confidential and maintaining account security.
The Company is not responsible for unauthorised access except to the extent caused by the Company failing to comply with stated security requirements.
Each Customer must notify the Company immediately if account security is compromised (lost/stolen device, credential disclosure risk, or unauthorised access).
Each Customer must cooperate with investigations into unlawful, fraudulent or improper activity on the Customer’s Platform Account.
The Company may implement and update security measures at any time.

Customer Obligations

Each Customer represents, warrants and undertakes on an ongoing basis that it will use the Platform:
1. in good faith and in compliance with these terms;
2. providing accurate and lawful information;
3. not using the Platform for fraud or unlawful activity; and
4. not interfering with the Platform (including scraping, mining, damaging, copying/modifying the Platform or attempting to access non-public environments or unauthorised APIs).
Each Customer must not use the Platform to promote any Cover other than Cover arranged through the Platform.
Each Customer must communicate professionally and courteously. Abusive, harassing, discriminatory or inappropriate behaviour may result in suspension or termination.

Vehicles, Insurance and Safety

Each Driver is responsible for ensuring that any vehicle used to perform Cover is roadworthy, holds a current warrant or certificate of fitness and current registration, is lawfully able to be used for the delivery of the Goods, and is appropriate for the Cover.
Each Customer is responsible for arranging and maintaining its own insurance appropriate to its business, which may include motor vehicle insurance, public liability insurance and goods in transit insurance. The Company does not provide insurance of any kind to any Customer, and no Customer is covered by any policy held by the Company.
Each Customer must comply with all applicable law in connection with the Cover, including the Land Transport Act 1998 and rules made under it, work time and logbook requirements, and the Health and Safety at Work Act 2015.
Each Customer must not perform, and must not permit any person to perform, Cover while impaired by alcohol or drugs, while unfit to drive through fatigue or illness, or in breach of any Supplier requirement relating to drug and alcohol testing.
Each Customer acknowledges that the Company does not supervise, direct or control the performance of any Cover, does not inspect any vehicle, and is not a PCBU in respect of the delivery work performed by any Customer.

Cover Requests, Offers and Cancellations

A Contractor may post a request for Cover through the Platform, specifying the route, the dates and the Cover Fee. A Driver may make an offer in response. A binding engagement between the Contractor and the Driver is formed only when the Contractor accepts a Driver’s offer through the Platform, on the terms shown in the Platform at the time of acceptance.
The Company is not a party to that engagement, does not guarantee that any request will receive an offer, that any offer will be accepted, or that any Cover will be performed.
A Driver may withdraw an offer through the Platform at any time before it is accepted. A Contractor may withdraw a request for Cover through the Platform at any time before it accepts an offer.
Once an offer has been accepted, each of the Contractor and the Driver must give the other as much notice as reasonably possible if it can no longer proceed, and must do so through the Platform. A cancellation after acceptance is a matter between the Contractor and the Driver, and the Company is not liable for any Loss arising from it.
Where a Driver accepts Cover for dates that overlap with Cover the Driver has already committed to, the Platform may automatically withdraw the Driver’s other offers for those dates. Each Driver is responsible for ensuring it does not commit to Cover it cannot perform.
A repeated pattern of cancellation after acceptance may be taken into account by the Company in deciding whether to suspend or close a Platform Account.

Payments

Subject to clause 9.1, a Contractor who accepts an offer from a Driver will pay the Driver directly following receipt of an invoice. Contractors will pay Drivers the Cover Fee no later than the 20th day of the month following the date the Driver completed the Cover.
The:
1. Contractor will pay the Company the Contractor App Fee within 7 Working Days of receipt of an invoice.
2. Driver will pay the Company the Driver App Fee within 7 Working Days of receipt of an invoice.
The Company may change the Contractor App Fee or the Driver App Fee at any time by giving at least 30 days’ written notice in accordance with clause 23.5. A changed Fee applies only to Cover for which an offer is accepted after the change takes effect. If a Customer does not accept a change to the Fees, its remedy is to close its Platform Account under clause 2.11.
All Fees are considered final once paid. Each Customer agrees that the Company will not provide a refund of any of the Fees.
Any invoice generated through the Platform is generated from information the Customers themselves supply. Each Customer is responsible for the accuracy of that information and for issuing any further documentation its own tax position requires.

Bank Account Details

The Platform allows a Driver to store Bank Account Details and to disclose them to a Contractor at the point at which payment for completed Cover becomes due. Bank Account Details are not visible to any other Customer.
A Contractor to whom Bank Account Details are disclosed must:
1. use them only to pay the Cover Fee for the Cover to which the disclosure relates;
2. keep them secure and not disclose them to any other person except as required to make that payment or by law; and
3. not retain them for longer than is reasonably necessary for that payment and its own tax and accounting records.
Each Driver is responsible for the accuracy of the Bank Account Details it enters. The Company is not liable for any Loss arising from a payment made to an account identified by Bank Account Details a Driver has entered incorrectly.
The Company does not verify that Bank Account Details belong to the Driver who entered them, and does not confirm that any payment has in fact been made or received. A record in the Platform that payment has been made is a statement by the Contractor, not a confirmation by the Company.

Limited Payment Collection Agent

Clause 9.2 applies only if and while the Company has accepted a Driver’s appointment as a Limited Payment Collection Agent. If the Company has not accepted such an appointment, payment is made directly between the Contractor and the Driver under clauses 7.1 and 8.1.
Where the Company has accepted such an appointment:
1. The Contractor will pay the Company the Cover Fee together with the Contractor App Fee no later than the 20th day of the month following the date the Driver completed the Cover.
2. The Driver appoints the Company as the Driver’s limited disclosed payment collection agent solely for the purpose of:
  1. collecting payments from a Contractor relating to services provided by the Driver through the Company; and
  2. remitting those payments to the Driver after deduction of authorised fees, charges and adjustments, including the Driver App Fee.
3. The Company accepts that appointment solely for those limited purposes.
4. Payment by a Contractor to the Company satisfies the Contractor’s obligation to pay the relevant Driver for the amount paid, as if the payment had been made directly to the Driver. The Contractor will not pay the Driver except via the Company. A Driver acknowledges and agrees that:
  1. the Company receives payments solely as limited payment collection agent for the Driver; and
  2. the Driver will seek payment only from the Company and not directly from the Contractor once payment has been successfully processed by the Company or its nominated payment processor.
5. The Company:
  1. provides technology, administrative and marketplace services only; and
  2. does not provide banking, deposit-taking, escrow, custodial, trust account, investment, stored value or financial advice services.
6. Nothing in these Terms creates:
  1. a fiduciary relationship;
  2. a trustee-beneficiary relationship;
  3. a custodial arrangement; or
  4. a partnership, joint venture or employment relationship,
  between the Company and any Driver.
7. The Company may use third-party payment processors, payment gateways and settlement providers to process payments. Customers authorise the Company and its nominated payment processors to:
  1. debit nominated payment methods;
  2. process settlement transactions;
  3. deduct authorised fees, taxes and charges; and
  4. remit payments to Drivers.
8. Customers must comply with any applicable third-party payment processor terms notified by the Company.
9. Temporary Processing of Funds: Any funds received by or through the Company are received solely for the purpose of paying Drivers the amounts the Contractors owe them. The Company may temporarily process, transmit or hold funds: pending payment confirmation; fraud and risk review; chargeback assessment; dispute review; compliance verification; or technical settlement processing.
10. The Company does not receive or hold funds: as deposits; for investment purposes; as trustee or escrow agent; or for operation of a stored value facility.
11. The Company does not provide: digital wallets; stored value accounts; redeemable balances; interest-bearing accounts; or pooled investment facilities.
12. No interest accrues on any funds processed through the Company.
13. The Company will not maintain positive balances for Drivers except to the extent reasonably necessary for temporary processing of the amounts received from the Contractors.
14. The Company may deduct from amounts otherwise payable to a Driver: Driver App Fee; transaction fees; taxes and withholdings; chargeback costs; refunds; and other amounts authorised under these Terms.
15. The Company may temporarily withhold, delay or suspend settlement where the Company reasonably believes: a transaction is disputed; fraud or unlawful conduct may have occurred; a chargeback risk exists; services were not provided as described; or withholding is reasonably necessary for compliance or risk management purposes.
16. The Company may make interim operational decisions regarding payment processing pending resolution of the relevant dispute by the parties or through legal process.
17. If any payment is reversed, charged back or invalidated, the relevant Contractor or Driver must reimburse the Company for all associated losses, liabilities, fees and costs incurred by the Company.
18. The Company may recover amounts owing by: deducting amounts from future settlements; charging nominated payment methods; or recovering the amount as a debt.
19. The parties acknowledge and agree that:
  1. the Company facilitates ordinary commercial service transactions only;
  2. the Company does not operate a managed investment scheme, peer-to-peer lending service or other regulated financial product arrangement;
  3. payments processed through the Company are ancillary to the Cover; and
  4. the Company acts solely as a limited disclosed payment collection agent in connection with the Cover.

If the Driver Does Not Arrive

If the Driver does not attend a booked job, the Contractor is responsible for notifying the Supplier.
Without limiting anything in this Agreement, the Company will not be liable for any Loss incurred by any Customer due to a Driver not attending a booked job.
The Company may (but is not obliged to) investigate a Driver’s conduct (which may result in consequences such as a low rating or temporary suspension), taking into account whether the Driver’s explanation is reasonable (for example, gross misconduct, a failed drug test, or serious personal emergencies such as a death in the family).

Ratings and Comments

After Cover is completed, each of the Contractor and the Driver may rate the other and leave a comment through the Platform. A Customer’s rating totals and the comments made about it form part of its public profile and are visible to other Customers.
Each Customer must ensure that any rating or comment it submits is honest, based on its own actual experience of the Cover, and not misleading. A Customer must not submit a rating or comment that is defamatory, abusive, discriminatory, harassing, or that discloses another person’s personal information.
Ratings and comments are the statements of the Customers who make them. They are not statements by, and are not endorsed or verified by, the Company. The Company gives no warranty as to their accuracy.
Each Customer grants the Company the licence set out in clause 15.4 in respect of the ratings and comments it submits.
The Company may, but is not obliged to, moderate, decline to publish, or remove any rating or comment which it reasonably considers breaches clause 11.2 or these Terms. The Company is not obliged to remove a rating or comment merely because the Customer it concerns disagrees with it.
A dispute about a rating or comment is a Dispute for the purposes of clause 22.

Independent Contractors

As an independent contractor, each Customer is solely responsible for all financial and tax obligations. This includes, without limitation:
1. income tax: calculating, reporting, and paying all applicable income tax on earnings facilitated through the Platform;
2. paying any self-employment taxes or equivalent contributions required by the relevant New Zealand tax authorities;
3. determining any GST obligations and collecting, reporting, and remitting GST to the relevant tax authority; and
4. paying any other taxes, levies, duties, or charges applicable to each Customer’s operation as an independent business providing transportation services.
The Company is not a Customer’s employer and has no obligation to withhold, collect, or remit any of the above on a Customer’s behalf. Each Customer acknowledges and agrees to indemnify the Company for any Loss incurred by the Company due to a Customer’s failure to comply with its tax or financial obligations as an independent contractor.

Prohibition on Direct Engagements

The Platform is intended to exclusively facilitate all Cover. Contractors and Drivers are strictly prohibited from entering into any direct engagement for Cover outside the Platform unless the Company has provided prior written consent. A Customer must not:
1. as a Contractor, engage or attempt to engage a Driver outside the Platform without the Company’s consent; or
2. as a Driver, solicit, request, or accept any offer of Cover from a Contractor outside the Platform without the Company’s consent.
Clause 13.1 does not prevent a Contractor and a Driver from arranging Cover between themselves where they had an existing direct arrangement before either of them first used the Platform, provided the Platform is not used to solicit or arrange it.
Any breach may result in immediate suspension or termination of a Customer’s Platform Account and/or other remedies. The Company is not liable for any loss arising from such suspension or termination.

Direct Engagement Fee

Each Customer acknowledges that breaching clause 13.1 causes the Company significant loss by depriving it of the Fees it would otherwise earn. If a Customer enters into a Direct Engagement in breach of these Terms, it must pay the Company a Direct Engagement Fee equal to the greater of:
1. NZD $3,500; or
2. the total Fees the Company would reasonably have been expected to earn from all such Direct Engagements.
This is a genuine pre-estimate of loss. The Company may invoice the fee on discovery and it must be paid within 5 Working Days (time being of the essence). The Company may set off or debit the amount against any amount otherwise payable to the Customer, or charge it to any payment method the Customer has provided, and may otherwise recover it as a debt due. The Company’s methods of discovery are confidential and will not be disclosed except where required through formal dispute resolution or legal proceedings.

Intellectual Property

The Platform, including all software and content, are owned exclusively by the Company (or its licensors). Except as expressly stated in these Terms, all rights remain vested in the Company (or the relevant licensor). Customers must not claim ownership of, or infringe, any Intellectual Property Rights in the Platform.
Subject to compliance with these Terms, the Company grants Customers a limited, non-exclusive, non-transferable, revocable, royalty-free licence to access the Platform.
The licence in clause 15.2 is limited to general user access and does not include any right to access or attempt to reverse engineer internal APIs, source code, or any non-public testing, staging or development environments. Any developer or API access requires a separate written agreement. Unauthorised access attempts are a material breach of these Terms.
Each Customer grants the Company a worldwide, non-exclusive, fully paid up, transferable, perpetual, irrevocable, sub-licensable, licence to use, store, copy, modify, translate, make available and communicate the Data for any purpose connected with our business, including the exercise of our rights and performance of our obligations under these Terms, providing the Platform, and for marketing purposes.
Each Customer warrants that it has the right to grant the licence in clause 15.4 in respect of all Data it submits, and that the Data does not infringe the rights of any other person.

Privacy and Communications

Each Customer agrees that the Company may collect, hold, use and transfer its personal information in accordance with the Company Privacy Statement available at https://indecover.com/privacy.html.
Each Customer consents to receiving communications from the Company and from other Customers electronically, including by email, push notification and in-app message, and agrees that those communications satisfy any legal requirement that a communication be in writing.
Operational notifications relating to Cover, offers, payment and account security are part of the Platform. A Customer may turn off push notifications at the device level, but cannot opt out of receiving operational communications while it holds a Platform Account.

Confidentiality

Each party must keep confidential all Confidential Information of the other party, must use it only for the purposes of these Terms, and must not disclose it except to those of its personnel and advisers who need to know it and who are bound by equivalent obligations.
Clause 17.1 does not apply to information which is or becomes public other than through a breach of these Terms, which a party already knew free of any confidentiality obligation, or which a party is required to disclose by law, a court, or a regulator.
Each Customer must treat the Bank Account Details and contact details of another Customer as Confidential Information, in addition to its obligations under clause 8.
This clause 17 survives termination of these Terms.

App Store Terms

Where a Customer obtains the App from the Apple App Store, the Customer acknowledges and agrees that:
1. these Terms are between the Customer and the Company only, and not with Apple Inc. (Apple);
2. the Company, and not Apple, is solely responsible for the App and its content;
3. Apple has no obligation to furnish any maintenance or support services in respect of the App;
4. in the event of any failure of the App to conform to any applicable warranty, the Customer may notify Apple and Apple will refund the purchase price (if any) for the App; to the maximum extent permitted by law, Apple has no other warranty obligation whatsoever with respect to the App;
5. Apple is not responsible for addressing any claim of the Customer or any third party relating to the App, including product liability claims, any claim that the App fails to conform to any legal or regulatory requirement, and claims arising under consumer protection or similar legislation;
6. Apple is not responsible for the investigation, defence, settlement or discharge of any third party claim that the App or the Customer’s use of it infringes that third party’s intellectual property rights;
7. the Customer represents that it is not located in a country subject to a United States Government embargo or designated as a “terrorist supporting” country, and that it is not listed on any United States Government list of prohibited or restricted parties; and
8. Apple and Apple’s subsidiaries are third party beneficiaries of these Terms and, upon the Customer’s acceptance of these Terms, Apple has the right (and is deemed to have accepted the right) to enforce these Terms against the Customer as a third party beneficiary. For the purposes of the Contract and Commercial Law Act 2017, this clause 18.1 is intended to confer a benefit on, and be enforceable by, Apple.
Where a Customer obtains the App from Google Play, the Customer acknowledges and agrees that these Terms are between the Customer and the Company only and not with Google LLC, that Google is not responsible for the App or its content, and that Google has no obligation to provide any support or maintenance in respect of the App.
Each Customer must comply with the applicable third party terms of the app store from which it obtained the App.

Liability and Indemnities

To the extent permitted by law, the Company is not liable under or in connection with any contract for Cover or other agreements between Customers or between Customers and any payment platform.
To the extent permitted by law:
1. A Customer’s use of the Platform (including guidance and resources and confirming Cover) is at its own risk;
2. The Company’s services are provided on an “as is” and “as available” basis and all undertakings, representations and warranties (whether expressed or implied) and terms are excluded;
3. The Company is not liable for default, delay or failure caused directly or indirectly by events beyond its reasonable control;
4. The Company will not be liable (in contract, tort including negligence, or otherwise) for indirect, consequential, incidental, special or punitive damages, or loss of profits or revenues, business interruption, lost opportunities, loss of data or other economic loss;
5. The Company’s total liability for any claim connected with these Terms or Cover will not exceed the greater of the Fees the Customer paid to the Company in the 6 months preceding the act or omission giving rise to the claim and NZD $500; and
6. Each Customer waives any right to a claim not notified by email within six (6) months of the act or omission giving rise to the claim.
Each Customer acquires the Platform for the purposes of a business. For the purposes of section 43 of the Consumer Guarantees Act 1993 (CGA), the Company and each Customer agree that the CGA does not apply to the supply of the Platform or any related services, and that it is fair and reasonable for the parties to be bound by this clause.
For the purposes of section 5D of the Fair Trading Act 1986 (FTA), the Company and each Customer acknowledge and agree that, to the extent permitted by law, they are contracting out of sections 9, 12A and 13 of the FTA for matters covered by these Terms, and that it is fair and reasonable for the parties to be bound by this clause.
Customers acknowledge that the Platform is provided over the Internet and mobile networks. The Company does not accept any responsibility for any inability to use the Platform that arises from an issue between the Customer and its network or communication provider.
To the extent permitted by law, each Customer agrees to indemnify the Company, its employees, directors, officers, agents and representatives on demand and hold them harmless from any Loss arising directly or indirectly from the Customer’s use of the Company’s services or the Customer’s breach of these Terms. The Company may assume the exclusive defence and control of any matter otherwise subject to indemnification (at its own expense), and each Customer must cooperate in asserting available defences.
Nothing in these Terms limits the liability of a party for fraud, or for any liability which cannot lawfully be limited or excluded.

Third Party Services

The Company operates the Platform using various web services and APIs and may integrate third-party services. As part of using the Platform, a Customer may be redirected to third-party websites or invited to use third-party products. If a Customer does so, it will be subject to the third-party provider’s terms and privacy statements. The Company accepts no responsibility or liability for third-party websites, products, or services not owned or controlled by the Company or their privacy practices.
The Company does not warrant the availability of third-party features or services used as part of the Platform. If a third-party provider ceases to provide a feature, or ceases to provide it on reasonable terms, the Company may stop making that feature available.

Suspension, Termination and Survival

These Terms apply from the date a Customer first accepts them and continue until the Customer’s Platform Account is closed under clause 2.11 or 2.12.
Where the Company suspends a Platform Account, the Customer’s access to the Platform may be withdrawn in whole or in part while the suspension continues. Suspension does not of itself terminate these Terms.
Termination does not affect any right, obligation or liability that accrued before termination, including any obligation to pay the Cover Fee or any Fee.
On closure of a Platform Account, the Company will delete or de-identify the Customer’s personal information in accordance with the Privacy Statement, except where the Company is required to retain it by law or reasonably needs to retain it to resolve a Dispute, enforce these Terms, or maintain its own financial records. Ratings, comments and records of completed Cover which relate to another Customer may be retained in de-identified form.
Clauses 8 (Bank Account Details), 12 (Independent Contractors), 14 (Direct Engagement Fee), 15 (Intellectual Property), 16 (Privacy and Communications), 17 (Confidentiality), 19 (Liability and Indemnities), 21 (Suspension, Termination and Survival), 22 (Disputes), 23 (General) and 24 (Definitions and Interpretation) survive termination of these Terms, together with any other clause which by its nature is intended to survive.

Disputes

If a dispute, claim, or controversy arises out of or in connection with these Terms, the Website, or any services provided through the Platform (Dispute), the parties must first attempt to resolve the Dispute through good faith negotiations.
A Dispute between two Customers about Cover, payment or a rating is a matter between those Customers. The Company is not required to resolve it, but may (without any obligation to do so) provide records held in the Platform to assist the Customers or a mediator or court.
A party claiming that a Dispute has arisen must give written notice to the other party setting out:
1. the nature of the Dispute;
2. the relevant facts and circumstances; and
3. the outcome sought.
Within 10 Working Days after receipt of the notice, senior representatives of the parties must confer (whether in person, by telephone, or electronically) to attempt to resolve the Dispute.
If the Dispute is not resolved within 20 Working Days after the notice is given, either party may refer the Dispute to mediation. The mediation must:
1. be conducted in Auckland, New Zealand, unless otherwise agreed;
2. be administered by the Resolution Institute, AMINZ, or another mediator agreed between the parties; and
3. be conducted in accordance with the mediator’s standard mediation procedures.
The costs of the mediator are to be shared equally unless otherwise agreed or determined by the mediator.
A party may not commence court proceedings relating to a Dispute unless:
1. the mediation process has concluded without resolution; or
2. urgent interlocutory or injunctive relief is required.
Unless the Dispute prevents it from doing so, each party must continue to perform its obligations under these Terms while the Dispute is being resolved.

General

Governing law and jurisdiction. These Terms are governed by the laws of New Zealand. Each party irrevocably submits to the exclusive jurisdiction of the courts of New Zealand in relation to any Dispute arising out of or connected with these Terms or the Platform, except that either party may seek urgent injunctive or other equitable relief in any court of competent jurisdiction.
Relationship. The parties are independent and nothing in these Terms creates employment, trust, agency, partnership, joint venture or other fiduciary relationship. No party may bind the other. Nothing limits the Company from enforcing fees or remedies (including Direct Engagement Fees) for breaches of these Terms.
Entire agreement. These Terms record everything agreed between the parties in relation to their subject matter and supersede all prior discussions, representations and agreements about it. No Customer has relied on any statement not set out in these Terms.
Severability. If any provision of these Terms is held to be invalid, illegal or unenforceable, it is to be read down to the minimum extent necessary to make it valid, or severed if it cannot be read down. The remaining provisions continue in full force.
Notices. A notice under these Terms must be in writing. The Company may give a Customer notice by email to the address held for the Customer’s Platform Account, or by in-app message or push notification. A Customer must give the Company notice by email to support@indecover.com. A notice is treated as received on the Working Day it is sent, if sent before 5pm on that day, and otherwise on the next Working Day.
Waiver. A waiver is effective only if in writing and signed by the waiving party. Failure to exercise, delay or partial exercise of a right is not a waiver. A waiver of one breach is not a waiver of another or subsequent breach.
Assignment. These Terms (and a Platform Account) are personal to a Customer and may not be assigned or transferred by the Customer. The Company may assign, novate or transfer its rights and obligations under these Terms to any person acquiring all or substantially all of its business or assets, or to a related company, on notice to the Customer.
Force majeure. Neither party is liable for any failure or delay in performing its obligations (other than an obligation to pay money) to the extent caused by an event beyond its reasonable control, including natural disaster, epidemic, war, civil unrest, industrial action, failure of telecommunications or power networks, or the act or omission of a government or a Supplier. The affected party must notify the other as soon as reasonably practicable and use reasonable endeavours to resume performance.
Contact. The Company can be contacted at support@indecover.com.

Definitions and Interpretation

Definitions: In this Agreement, unless the context requires otherwise:
1. API means application programming interfaces.
2. App means any software application, platform, website application, or mobile application made available by the Company, including any related services, functionality, content, interfaces, and updates provided through a web browser, iOS, Android, or other mobile operating systems; or any other electronic or digital delivery method. App includes all associated databases, communication tools, payment functionality, user dashboards, and connected services operated or made available by the Company.
3. Bank Account Details means the bank account holder name, bank account number and any related payment information a Driver stores in the Platform for the purpose of receiving payment of a Cover Fee.
4. Company means Inde Cover Limited.
5. Confidential Information means information disclosed by or on behalf of one party to the other in connection with these Terms which is by its nature confidential or which the receiving party knows or ought reasonably to know is confidential, including the Bank Account Details and contact details of a Customer, and the Company’s non-public technical, commercial and security information.
6. Contractor means a Customer seeking a Driver to provide Cover.
7. Contractor App Fee means the fee payable by a Contractor to the Company for use of the Platform, as notified in the App from time to time and as varied under clause 7.3. As at the date of these Terms the Contractor App Fee is NZD $0.00.
8. Cover means providing the delivery services required under a contract between the Contractor and a Supplier.
9. Cover Fee means the fee the Contractor agrees to pay the Driver for the Cover.
10. Customer means a user of the Platform.
11. Data means any data inputted into the Platform by a Customer or on its behalf, including personal information, images and videos, and ratings and comments.
12. Direct Engagement means an arrangement between a Contractor and a Driver as set out in clause 13.1.
13. Direct Engagement Fee means the fee payable under clause 14.1.
14. Driver means a Customer providing Cover.
15. Driver App Fee means the fee payable by a Driver to the Company for use of the Platform, as notified in the App from time to time and as varied under clause 7.3. As at the date of these Terms the Driver App Fee is NZD $0.00.
16. Fees means the Contractor App Fee and the Driver App Fee.
17. Goods means the goods a Contractor is engaged by a Supplier to deliver.
18. Intellectual Property Rights means all present and future intellectual and industrial property rights, whether registered or unregistered, including copyright and analogous rights; trade marks, service marks, trade names, logos, domain names, and business names; patents, inventions, discoveries, processes, and know-how; designs, circuit layouts, databases, source code, object code, software, algorithms, and systems; confidential information, trade secrets, and proprietary information; and all applications, registrations, renewals, extensions, and rights to enforce any of the above anywhere in the world.
19. Limited Payment Collection Agent means a person or entity that, solely as agent for another person, receives, processes, holds temporarily, and transfers payments through the Platform for the limited purpose of facilitating a transaction between users, without: (a) providing banking, deposit-taking, lending, investment, custodial, escrow, or trust services; (b) holding funds for any independent commercial purpose; (c) exercising discretion over the use or investment of funds; (d) establishing accounts with stored value or ongoing balances for users; or (e) acquiring any beneficial ownership interest in the funds. The Limited Payment Collection Agent acts only as an intermediary payment facilitator and any funds received are held and dealt with solely in accordance with the Terms facilitated through the Platform.
20. Loss means any loss, cost, damage, claim, expense or liability.
21. Platform means the App and all related technology, systems, infrastructure, software, websites, interfaces, tools, communication channels, payment functionality, and services made available by the Company to facilitate interactions, transactions, bookings, engagements, or communications between Customers.
22. Platform Account means an account set up by a Customer under clause 2.1.
23. Supplier means a third party which engages a Contractor to deliver Goods.
24. Terms means these terms and conditions, as amended from time to time under clause 1.3.
25. Website means the Company’s website at https://indecover.com and any other website operated by the Company as part of the Platform.
26. Working Day means a day on which registered banks are generally open for business in Auckland, New Zealand, other than: a Saturday or Sunday; a national public holiday in New Zealand, including where the public holiday is observed or “mondayised” under the Holidays Act 2003; a regional anniversary holiday observed in Auckland, New Zealand; or a day falling within the period commencing on 25 December and ending on 5 January (inclusive).
Interpretation: Unless the context requires a different interpretation, the following rules shall be used to interpret these Terms:
1. any reference to a provision of a statute includes references to: (a) that provision as amended, extended or applied by any other provision regardless of whether the other provision became law before or after these Terms take effect; (b) any re-enactment of that provision (with or without change); and (c) any regulation, order, code of practice or similar thing having the force of law made (before or after these Terms take effect) under that provision or any provision falling within (a) or (b) above;
2. words used in the singular tense should be interpreted to include the plural tense and vice versa. Words which refer to one gender should be interpreted to include other genders;
3. any use of the word “including” will not be limited by the words that follow; and
4. the headings in these Terms do not affect its interpretation.