1 APPLICATION OF TERMS

1.1 These Terms apply to your use of Roof Space. By accessing and using Roof Space:

   a     you accept and agree to be bound by these Terms; and

   b     where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1.2 If you do not agree to these Terms, you are not authorised to access and use Roof Space, and you must immediately stop doing so.

2 CHANGES

2.1 We may change these Terms at any time by updating them on Roof Space. Unless stated otherwise, any change takes effect immediately. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use Roof Space, you agree to be bound by the changed Terms.

2.2 We may change, suspend, discontinue, or restrict access to, Roof Space without notice or liability.

2.3 Terms and Conditions last updated: These Terms were last updated on 12/11/2022

3 DEFINITIONS AND INTERPRETATION

3.1 Definitions: In these Terms:

Applicable Data Protection Laws means the New Zealand Privacy Act 2020 and any applicable data protection or privacy laws of any other country. 

Commission means the fee payable by the Sender to us in respect of a Transportation booking calculated at the rate of 23% of the Transportation Cost (including GST)

Content means content, data, and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is then stored, transmitted via, input into or displayed via Roof Space including, in the case of an Driver, all content, data and information uploaded into Roof Space by the Driver when creating a Listing

Contract means an agreement directly between a Driver and a Sender for the Driver to provide transportation services of sporting equipment, comprising:

a the terms set out in the Schedule, unless (and only to the extent) otherwise agreed in writing (including through the Roof Space chat function) between the Driver and the Sender;

terms agreed in writing between the Driver and the Sender; and

c the terms set out in the Listing.

Delivery means the delivery of the Equipment at the agreed delivery location in accordance with the Contract, and Delivered has a corresponding meaning

Driver means a verified Roof Space user who has set up an account with Roof Space to offer Transportation

Equipment means the sporting equipment that the Driver has agreed to Transport

Intellectual Property Rights includes copyright and all rights anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.

Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property

Listing means an advertisement or post by a Sender on Roof Space seeking transportation services for sporting equipment

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 Objectionable includes being

objectionable, defamatory, obscene, harassing, threatening or unlawful, in any way

Payment Manager means the payment provider we use in connection with Roof Space, currently Stripe Inc: https://stripe.com/about

Personal information means information about an identifiable, living person

Prohibited Goods means toxic, polluted or contaminated goods, firearms, munitions, weapons or explosives, radioactive materials, highly flammable or hazardous goods, living plants or animals, food or perishable goods, anything damp, mouldy, rotten or infested with or damaged by parasites, any item which emits any fumes or strong odour, cash and securities and any illegal goods.

Refund Policy means the refund policy set out on our Website at https://roofspace.co.nz/cancellation-policy, as updated from time to time

Request To Drive a request by a Driver to transport the sporting equipment set out in a Listing

Roof Space means the Website

Roof Space Policies means any policies set out on the Website, including the Community Guidelines at https://roofspace.co.nz/community-guidelines

Sender means a person who advertises that they are seeking to send sporting equipment using Roof Space Terms means these

terms and conditions titled Roof Space Terms and Conditions

Transport Cost means the fee payable by the Sender to the Driver for the

Transportation set out on the Listing or as otherwise agreed in writing between the Sender and the Driver Transportation means the transportation services offered by a Driver to a Sender under a Contract, and Transport has a corresponding meaning

Underlying Systems means the IT solutions, systems and networks (including software and hardware) used to provide Roof Space, including any third party solutions, systems and networks

User ID means a unique name and/or password allocated to you to allow you to access Roof Space

We, us or our means Roof Space NZ Limited, company number 8272102

Website means the website set out at https://roofspace.co.nz/

You means you or, if clause 1.2c applies, both you and the other person on whose behalf you are acting

3.2 In these Terms:

   a)     clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;

   b)     words in the singular include the plural and vice versa; and

   c)     reference to:

i a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;

ii including and similar words do not imply any limit; and

iii a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

4 ABOUT ROOF SPACE

4.1 Roof Space is an online peer-to-peer community that connects drivers heading out on a roadie with like-minded people needing their sports equipment moved in the same direction.

4.2 We act as an intermediary for Roof Space users to transact and are not a party to any agreement to provide the Transportation, including any Contract. We are not an auctioneer or broker. When a Sender purchases Transportation and a Driver agrees to provide Transportation, they are entering into an agreement directly with each other, including where payment is made through Roof Space (including if payment is made with us as an intermediary).

4.3 Any interaction between you and another Roof Space user, including any Contract or any other agreement entered into between you and another Roof Space user, is a matter directly between you and them only. Other than our obligations set out in these Terms, we are not liable to you for any failure by any Roof Space user to comply with these Terms or any other legal obligation.

4.4 We will use reasonable efforts to provide Roof Space in accordance with these Terms and New Zealand law.

4.5 Our provision of Roof Space to you is non-exclusive. Nothing in these Terms prevents us from providing Roof Space to any other person.

4.6 Subject to clause 4.7, we will use reasonable efforts to ensure Roof Space is available on a 24/7 basis. However, it is possible that on occasion Roof Space may be unavailable to permit maintenance or other development activity to take place, or due to an event that is beyond our reasonable control.

4.7 Through the use of web services and APIs, Roof Space may interact with a range of third party service features. We do not make any warranty or representation on the availability or performance of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation.

5 USE OF ROOF SPACE

5.1 You must:

   a)     use Roof Space in accordance with these Terms solely for lawful purposes (including complying with the Unsolicited Electronic Messaging Act 2007 (NZ) or any other applicable anti-spam laws); and

   b)     not resell or make available Roof Space to any third party, or otherwise commercially exploit Roof Space.

5.2 When using Roof Space, you must comply with the Roof Space Policies in effect from time to time.

5.3 To register with Roof Space, you are required to supply your name, an email address, and a password.

5.4 Before you are able to submit Requests to Drive through Roof Space as a Driver, your identity must be identified by us. To complete the verification process, you must supply your first name, last name, mobile number, date of birth, a photo of your government-issued driver’s license that is valid in the location you will be operating as a Driver, and any other information we reasonably require for the purposes of verification. You warrant that all identity documents you provide are complete, current and accurate. You undertake to notify us of any changes to these identity documents within 7 days of the change.

5.5 The information supplied under clause 5.4 will not be visible on Roof Space, and can only be viewed and updated by you on your personal dashboard. If we successfully verify your identity, Roof Space will display a verification tick on your profile on Roof Space. If we cannot verify your identify or you do not provide us any information that we need to verify your identity, then you will not be able to submit Requests to Drive on Roof Space.

5.6 We may use your identity information to verify your identity in accordance with our privacy policy set out at https://roofspace.co.nz/privacy.

5.7 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.

5.8 You must keep your User ID secure and:

a not permit any other person to use your User ID, including not disclosing or providing it to any other person; and

b immediately notify us if you become aware of any unauthorised use or disclosure of your User ID, by sending an email to hello@roofspace.co.nz.

5.9 You must obtain our written permission to establish a link to Roof Space. If you wish to do so, email your request to hello@roofspace.co.nz.

5.10 When accessing and using Roof Space, you must:

   a)     not impersonate another person or misrepresent authorisation to act on behalf of others or us;

   b)     not attempt to undermine the security or integrity of the Underlying Systems;

   c)     not use, or misuse, Roof Space in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use Roof Space;

   d)     not attempt to view, access or copy any material or data other than:

i that which you are authorised to access; and

ii to the extent necessary for you to use Roof Space in accordance with these Terms;

   e)     neither use Roof Space, nor transmit, input or store any Content, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and f

   f)     unless with our agreement, access Roof Space via standard web browsers 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, monitoring or input method.

5.11 You are responsible for procuring all licences, authorisations and consents required for you to access and use Roof Space, including to use, store and input Content into, and display Content using, Roof Space.

5.12 You indemnify us against all Loss we suffer or incur as a direct or indirect result of:

   a)     any actual or alleged claim by a third party that any Content infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Content is Objectionable, incorrect or misleading;

   b)     your failure to comply with these Terms, including any failure of a person who accesses and uses Roof Space by using your User ID; or

   c)     any Loss arising from or in connection with an actual or alleged breach by you of any legal or regulatory requirements which occurs in connection with a Contract or as a result of any other relationship established through Roof Space.

6 ROOF SPACE COVER - IRON CLAD GUARANTEE

Roof Space covers your item (Market Value) for theft or damage during transit, up to a maximum of $3,000 or repair of the item whichever is the least. The guarantee will only cover items that have been listed through our website and transported by a verified driver.

Market value: the depreciated cost being what you would value the item as is allowing for age and current condition. Market value is not the replacement cost. Please read our full Roof Space cover terms and conditions before listing an item or relocating an item.

7 BOOKING PROCESS

7.1 Senders may advertise their transportation requirements by posting a Listing on Roof Space from time to time.

7.2 A Driver may submit a Request to Drive by clicking Request to drive this item on a Listing, which will trigger a notification to the Sender. When a Driver submits a Request To Drive, we will enable chat functionality on Roof Space for the Sender and the Driver to be able to message each other directly through Roof Space.

7.3 A Request To Drive may not be withdrawn by the Driver and is an irrevocable offer to provide the Transportation in accordance with the terms of the Contract.

7.4 The Sender may accept or decline a Request To Drive at its sole discretion.

7.5 If a Sender accepts a Request To Drive, the booking is confirmed and a Contract is formed between the Driver and the Sender for the Transportation at the time of the Sender’s acceptance.

7.6 On acceptance of a Sender’s Request To Drive:

a the Sender must pay the Transport Cost in accordance with clause 11; and

b until Delivery, the Driver and the Sender must use best efforts to respond to the other party’s reasonable questions through Roof Space and agree the details of the pick up and Delivery within a reasonable time frame.

7.7 On Delivery, both the Driver and the Sender must immediately notify us through Roof Space that the Transportation is complete.

8 ADDITIONAL TERMS FOR DRIVERS

8.1 This clause 8 applies to Drivers.

8.2 All descriptions and information you provide a Sender about the nature of the Transportation must be accurate, complete, up-to-date and truthful to the best of your knowledge and belief. You must not submit a Request To Drive unless you have a reasonable expectation that you will be able to carry out the Transportation as described in the Listing in accordance with any requirements or specifications set out in the Listing.

8.3 You must not:

a complete or attempt to complete a transaction with a Sender independently of Roof Space or otherwise seek to avoid the Transport Cost; or b ask for or accept direct payment of the price payable for Transportation by a Sender by any payment method other than payment through Roof Space.

8.4 You acknowledge and agree that you are responsible for all Listings that you post on Roof Space. Accordingly, you represent and warrant that any Listing you post, or a Sender’s use of Transportation will:

a comply any agreements you have entered into with any third parties;

b comply with all applicable laws; and

c not conflict with the rights of third parties.

9 ADDITIONAL TERMS FOR SENDERS

9.1 This clause 9 applies to Senders.

9.2 On creating a Listing, you must:

a) provide accurate information about the Transportation requested and Equipment to be Transported, including an accurate description of the date and location of pick-up and delivery, and anything else reasonably required by us;

b) set out any details required by us at the time you post a Listing, including the proposed Transport Cost; and

c) provide any additional requirements or specifications that apply to the requested Transportation.

d) Advise the market value of the equipment to be transported.

e)Market value is the depreciated cost being what you value the item as is allowing for age and current condition. It is not the replacement cost.

9.3 You may List for transportation only sporting equipment on Roof Space and no other items or goods.

9.4 All descriptions and information on a Listing or that you otherwise provide to a Driver about the Equipment must be accurate, complete, up-to-date and truthful to the best of your knowledge and belief.

9.5 If your requirement for Transportation is no longer required for any reason, you agree to remove or suspend the Listing as soon as practicable.

9.6 You must not:

a complete or attempt to complete a transaction with a Driver independently of Roof Space or otherwise seek to avoid any applicable fees; or b ask a Driver to accept payment of the price payable for Transportation by any payment method other than payment through Roof Space.

9.7 By entering into a Contract with a Driver, you warrant and represent that you will not:

a) request Transportation of any Prohibited Goods; b use the Transportation for any unlawful purpose; or c do anything that will interfere with the Driver’s vehicle or invalidate the Driver’s insurance.

10 RELEASE OF DRIVER INFORMATION

10.1 If the Driver fails to Deliver the Equipment to the Sender in accordance with a Contract (including any agreed pick up and/or Delivery dates and times), the Sender must contact us immediately with the details of that failure, the user name of the Driver, and any information reasonably requested by us.

11 FEES AND PAYMENT

11.1 There are no fees to set up an account with, and browse Listings on Roof Space.

11.2 For each Transportation:

   a)     the Transport Cost is set out in the Listing (or as otherwise agreed in writing between the Driver and the Sender) and confirmed when a Sender accepts a Request to Drive;

   b)     the Transport Cost must be paid by the Sender when the Sender accepts the Request to Drive plus the commission payable to Roof Space.

iiii the net amount due to the Driver (being the Transport Cost less the Commission).

subject to clause

11.3, we will pay the net amount due to the Driver once the sender confirms item has been delivered; and

11.4 Unless otherwise agreed by us, the Transport Cost must be paid through Roof Space using our Payment Manager.

a if the Sender is otherwise entitled to a refund of the Transport Cost

11.5 We may, by giving at least 30 days’ notice, increase the Commission from time to time. We will notify you of any increase and the effective date of the increase by emailing you at the email contact address that you have most recently supplied to us. If you do not wish to pay the increased Commission, you may remove your account. If you do not remove your account before the effective date of the increase, you are deemed to have accepted the increased Commission.

12 CONTENT

12.1 Title to, and all Intellectual Property Rights in, the Content (as between the parties) remains your property. You grant us a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Content for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

12.2 Without limiting clause 12.1, you acknowledge that we may use Content for our internal research, analytical and product development purposes, to conduct statistical analysis and identify trends and insights (on an anonymised and aggregated basis) and for our internal reporting requirements (and these rights will survive termination and expiration of these Terms).

12.3 You must ensure you have obtained all necessary consents for us to access, collect, hold, process and distribute the Content as described in these Terms.

12.4 We do not back up any Content stored using Roof Space. If you wish to retain a back-up of your Content, you must arrange this independently of Roof Space.

13 OUR INTELLECTUAL PROPERTY

13.1 Other than your Content, we (and our licensors) own all proprietary and intellectual property rights in Roof Space and the Underlying Systems, including all information, data, text, graphics, artwork, photographs, trade marks, logos, icons, sound recordings, videos and look and feel, and including any modification, enhancement or derivative work of any of the foregoing.

13.2 If you provide us with ideas, comments or suggestions relating to Roof Space or Underlying Systems (together feedback):

   a)    all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and

   b)    we may use or disclose the feedback for any purpose.

14 CONFIDENTIALITY

14.1 You must treat all information available and otherwise provided through Roof Space as strictly confidential, and may only use that information for the purpose of buying, selling and providing goods and/or services through Roof Space.

14.2 Confidential Information expressly includes contact details of each Roof Space user, but does not include any information already in the public domain, or independently known to you.

15 PRIVACY

15.1 You are not required to provide personal information to us, although in some cases if you choose to not do so then we will be unable to make certain functions of Roof Space unavailable to you.

15.2 When you provide personal information to us, we will comply with the Applicable Data Protection Laws and with our Privacy Policy set out at https://roofspace.co.nz/privacy.

16 DISCLAIMERS

16.1 To the extent permitted by law, we have no liability or responsibility to you or any other person for any Loss in connection with:

   a)     any Contract;

   b)     Roof Space being unavailable (in whole or in part) or performing slowly;

   c)     the failure of any Roof Space user to comply with these Terms;

   d)     any error in, or omission from, any information made available through Roof Space, including any information on a Listing;

   e)     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 Roof Space. To avoid doubt, you are responsible for ensuring the process by which you access and use Roof Space protects you from this; and

   f)     any site linked from Roof Space. Any link on Roof Space to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, those sites or their contents, operations, products or operators.

16.2 All Listings are made, and Contracts entered into and carried out, entirely at your own risk. We exclude to the fullest extent permitted by applicable law all liability for any Loss arising out of or in any way connected with any arrangements that you may have made in connection with Roof Space, or your use of Roof Space, including any Contract.

16.3 Without limiting clause 16.2:

   a)     you rely on information provided by other Roof Space users at your own risk;

   b)     you acknowledge:

i except as set out in clauses 5.4 to 5.6, we do not verify the identity of Roof Space users;

ii our identity verification processes depend on the information provided by the relevant Roof Space users. We do not guarantee that the results of our verification process are complete or accurate; and

iii we do not, control, inspect, endorse, approve or check the availability, condition or nature of any advertised Transportation, the Equipment or the accuracy, currency, truth or completeness of the information provided by Roof Space users and it is your responsibility to do so; and it is your responsibility to take any other necessary precautions before making a Listing, submitting a Request To Drive, or entering into a Contract.

17 LIABILITY

17.1 To the maximum extent permitted by law:

   a)     you access and use Roof Space at your own risk; and b we are not liable or responsible to you or any other person for any Loss under these Terms or in connection with Roof Space, or your access and use of (or inability to access or use) Roof Space. This exclusion applies regardless of whether our liability or responsibility arises in contract, tort (including negligence), equity, breach of statutory duty, or otherwise.

17.2 Without limiting clause 17.1, we are not liable for:

   a)     any loss or damage to a Driver’s vehicle caused by Equipment;

   17.3 We will not be liable to you under or in connection with these Terms or Roof Space for any:

   i.     loss of profit, revenue, savings, business, use, data (including Content), and/or goodwill; or

   ii.     consequential, indirect, incidental or special damage or loss of any kind.

17.4 Clauses 17.1 to 17.4 do not apply to limit:

   a)     our liability under or in connection with these Terms:

i. for personal injury or death; or

ii. for fraud or wilful misconduct; or

   b)     any liability that cannot be excluded by law.

18 SUSPENSION AND TERMINATION

18.1 You may cease using Roof Space at any time by removing your account from Roof Space. If you do this, these Terms and your right to access and use Roof Space will terminate immediately.

18.2 Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use Roof Space if the other party:

   a)     breaches any material provision of the Agreement and the breach is not:

i. remedied within 10 days or the receipt of a notice from the first party requiring it to remedy the breach; or

ii. capable of being remedied; or

   b)     becomes insolvent, liquidated, bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed or becomes subject to any form of insolvency action of external administration, or ceases to continue business for any reason.

18.3 Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

18.4 Clauses which, by their nature, are intended to survive termination of your right to access and use Roof Space, including clauses 12 to 17, 18.3, 18.4 and 19.2.

18.5 Subject to clause 18.3, no compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any amount that you have already paid to us.

18.6 Without limiting any other right or remedy available, we may restrict or suspend your access to Roof Space if we consider you have:

   a)     materially breached any Contract;

   b)     undermined, or attempted to undermine, the security or integrity of Roof Space or any Underlying Systems;

   c)     used, or attempted to use, Roof Space for improper purposes or in a manner, other than for normal operational purposes, that materially reduces the operational performance of Roof Space;

   d)     transmitted or stored any Content that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is, or may be, Objectionable, incorrect or misleading;

   e)     failed to pay any amount when due in accordance with clause 10; or f otherwise materially breached these Terms or the Roof Space Policies.

19 GENERAL

19.1 If we need to contact you, we may do so by email or by posting a notice on Roof Space. You agree that this satisfies all legal requirements in relation to written communications.

19.2 These Terms, and any dispute relating to these Terms or Roof Space, 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 Roof Space.

19.3 We are not liable to you for any failure to perform our obligations under these Terms to the extent caused by an event that is beyond our reasonable control.

19.4 You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

19.5 No person other than us and you has any right to a benefit under, or to enforce, these Terms.

19.6 Subject to clause 2.1, any variation to these Terms must be in writing and signed by both parties.

19.7 For us to waive a right under these Terms, that waiver must be in writing and signed by us.

19.8 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.

19.9 These Terms set out everything relating to your access and use of Roof Space 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 Roof Space that is not expressly set out in the Terms, and no such representation, warranty or agreement has any effect from the date you agree to these Terms.