Inde — Platform Terms

Last updated: August 2026

Terms

1. 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.
2. Contractors are engaged by third party suppliers (Suppliers) to deliver goods (Goods). The Platform is designed to facilitate a Contractor’s ability to subcontract its delivery services to a Driver.
3. These terms and conditions may be amended in whole or in part by the Company from time to time. Amendments will be effective immediately upon posting of the amended terms and conditions on the Platform. The Customer is responsible for ensuring it is familiar with the latest terms and conditions. The Customer’s continued use of the Platform represents its agreement to be bound by the terms and conditions as amended. These terms and conditions were last updated August 2026.
4. The Platform provides a marketplace and administrative system enabling a Contractor to engage a Driver for temporary services. The Platform is not a party to any engagement between the Driver and the Cover 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

1. Before using the Platform, a Customer must create a Platform Account via the Platform.
2. 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.
3. Each Customer must not register or use more than one Platform Account.
4. The Company may decline, revoke or suspend a Platform Account if it is not satisfied the Customer meets the eligibility criteria.
5. General eligibility:
   1. Each Customer using the Platform as a Driver must be certified by the Supplier to deliver the Goods.
   2. Each Customer using the Platform as a Driver must ensure that the person carrying out Cover is:
      1. a New Zealand citizen or resident;
      2. 18 or older;
      3. holds a valid New Zealand driver licence.
6. 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.
7. Each Customer must notify the Company immediately of changes to circumstances, including charges or convictions after onboarding. Failure may lead to deactivation.
8. 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.
9. A Customer may request closure of its Platform Account by contacting the Company. The Company will close within a reasonable time if there are no outstanding disputes.
10. 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.
11. The Company may close any Platform Account for any reason by giving at least 30 days’ written notice.
12. 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

1. 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.
2. Each Customer is responsible for ensuring only the Customer or its authorised representatives use the Customer’s Platform Account, keeping passwords confidential and maintaining account security.
3. The Company is not responsible for unauthorised access except to the extent caused by the Company failing to comply with stated security requirements.
4. Each Customer must notify the Company immediately if account security is compromised (lost/stolen device, password disclosure risk, or unauthorised access).
5. Each Customer must cooperate with investigations into unlawful, fraudulent or improper activity on the Customer’s Platform Account.
6. The Company may implement and update security measures at any time.

Customer Obligations

1. 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. provide accurate and lawful information;
   3. not use the Platform for fraud or unlawful activity; and
   4. not interfere with the Platform (including scraping, mining, damaging, copying/modifying the Platform or attempting to access non-public environments or unauthorised APIs).
2. Each Customer must not use the Platform to promote any Cover other than Cover arranged through the Platform.
3. Each Customer must communicate professionally and courteously. Abusive, harassing, discriminatory or inappropriate behaviour may result in suspension or termination.

Payments

1. Subject to clause 6.1, a Contractor who secures 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.
2. 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.

Limited Payment Collection Agent

1. If the Company has accepted a Driver’s appointment as a Limited Payment Collection Agent:
   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 or Cover 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 Cover 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 Cover Drivers the amounts the Drivers 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.
   20. All Fees are considered final once paid. Each Customer agrees that the Company will not provide a refund of any of the Fees.

If the Driver Does Not Arrive

1. If the Driver does not attend a booked job, the Contractor is responsible for notifying the Supplier.
2. 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.
3. 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).

Independent Contractors

1. 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.
2. 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

1. 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.
2. 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

1. Each Customer acknowledges that breaching clause 9.1 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.
2. 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 debit or charge the amount to the payment method the Customer has provided. 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

1. 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.
2. Subject to compliance with these Terms, the Company grants Customers a limited, non-exclusive, non-transferable, revocable, royalty-free licence to access the Platform.
3. The licence in clause 11.2 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.
4. 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.

Privacy Statement

1. 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://avario.github.io/spa/privacy.html.

Liability and Indemnities

1. 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.
2. 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 Fees the Customer paid to the Company in the 6 months preceding the act or omission giving rise to the claim; 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.
3. 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.
4. 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.
5. 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.

Third Party Services

1. 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.
2. 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.

Dispute

1. 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.
2. 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.
3. 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.
4. 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 LEADR New Zealand, AMINZ, or another mediator agreed between the parties; and
   3. be conducted in accordance with the mediator’s standard mediation procedures.
5. The costs of the mediator are to be shared equally unless otherwise agreed or determined by the mediator.
6. 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.
7. These Terms are governed by the laws of New Zealand. The courts of New Zealand have exclusive jurisdiction in relation to any Dispute arising out of or connected with these Terms or the Platform.
8. 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

1. These Terms are governed by New Zealand law and each Customer irrevocably submits to the exclusive jurisdiction of the New Zealand courts for any claim in connection with these Terms and/or the Platform. Either party may seek injunctive or other equitable relief in any court of competent jurisdiction.
2. 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.
3. 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.
4. These Terms (and a Platform Account) are personal to a Customer and may not be assigned or transferred.

Definitions and Interpretation

1. 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. Company means [insert name of Company].
   4. Contractor means a Customer seeking a Driver to provide Cover.
   5. Contractor App Fee means [insert].
   6. Cover means providing the delivery services required under a contract between the Contractor and a Supplier.
   7. Cover Fee means the fee the Contractor agrees to pay the Driver for the Cover.
   8. Driver means a Customer providing Cover.
   9. Driver App Fee means [insert].
   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.
   12. Direct Engagement means an arrangement between a Contractor and a Driver as set out in clause 9.1.
   13. Direct Engagement Fee means the fee payable under clause 10.1.
   14. Fees means the Contractor App Fee and the Driver App Fee.
   15. 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.
   16. 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 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.
   17. Loss means any loss, cost, damage, claim, expense or liability.
   18. 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.
   19. Platform Account means an account set up by a Customer under clause 2.1.
   20. 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).
2. 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.