HAULR Dispatch Terms of Service

1. About these Terms

1.1 These Terms of Service (Terms) are an agreement between Haulr Limited (HAULR, we, us) and the business that signs up for HAULR Dispatch (the Customer, you).

1.2 By creating an account or using the Service, you agree to these Terms. If you accept them for a company or other organisation, you confirm that you are authorised to bind it.

1.3 We may change these Terms for legal or business reasons. We will give you at least 30 days' notice of any material change by email or in the Service. If a change is to your detriment, you may cancel before it takes effect. Continuing to use the Service after the effective date means you accept the change.

2. Definitions

Service means HAULR Dispatch, including the Office App, the Driver App, Links, Integrations, the Marketplace (when available to you) and any related documentation, as updated from time to time.

Office App means the web application used by the Customer's office staff to manage jobs, dispatch, quotes, invoices, timesheets, payroll figures, fleet, compliance, permits, health and safety records and reports.

Driver App means the HAULR Dispatch mobile application for Apple iOS and Android devices used by the Customer's drivers.

Authorised User means a person the Customer invites or allows to use the Service under its account, including owners, dispatchers and drivers.

Customer Data means all information, files and records entered into or created in the Service by or for the Customer or its Authorised Users, including information about the Customer's staff, customers and subcontractors.

Links means the private web links the Service creates for people outside the Customer's account, including customer links, tracking links, quote links and subcontractor job links.

Integrations means connections between the Service and third-party services, including Xero, EROAD and Stripe, import and export files (including Xero and MYOB AccountRight files), and the HAULR Dispatch API and webhooks.

Active Driver means a person with the driver role who is marked active in the Customer's team in the Service. Office staff, trucks, trailers and subcontractors are not charged.

Fees means the subscription fees for the Service set out in clause 5.

Demo means the public demonstration version of the Service on our website, which uses sample data.

Marketplace means the HAULR load marketplace described in Schedule 2.

3. The Service

3.1 HAULR Dispatch is software for New Zealand transport businesses. It lets the Customer plan and dispatch work, send jobs to drivers, record job progress, photos and signatures, quote and invoice customers, track timesheets and compliance, keep health and safety records, and share information through Links.

3.2 We may improve, change or withdraw features from time to time. We will not remove a feature that is central to the Service during a paid period without reasonable notice.

3.3 Some features can be switched on or off by the Customer (Settings, Features) or by HAULR. Some features rely on third-party services (see clause 10).

4. Accounts and Authorised Users

4.1 To use the Service the Customer must create an account. The person who creates it is the account owner.

4.2 The Customer is responsible for:

• who it invites as Authorised Users and the role it gives each of them (owner, dispatcher or driver);
• everything done under its account, including by its Authorised Users;
• making sure its Authorised Users comply with these Terms; and
• keeping logins secure, and telling us promptly at support@haulr.co.nz if it suspects unauthorised access.

4.3 Authorised Users must be at least 18 years old.

4.4 We strongly recommend two-step sign-in for every office user. We may require it for owners and other office users.

4.5 The Customer confirms that the information it gives us is true, accurate and kept up to date.

4.6 The Customer confirms that it acquires the Service for the purposes of a business. We record that confirmation and the date it was given.

5. Demo, Fees and billing

5.1 Demo. Anyone can try the Demo on our website without an account. The Demo is a private sample company made for each visitor, with made-up data. It is deleted after 24 hours, and anything entered into it is lost. Features that connect to the outside world (such as invites, Links, file uploads, billing, Xero, EROAD and the API) are switched off in the Demo. Please do not enter real personal or business information into the Demo. These Terms (other than clauses 5.2 to 5.9) apply to use of the Demo.

5.2 Free trial. When a Customer signs up, the owner adds a payment card before using the Service. The first 14 days are free. The owner can cancel at any time during the trial in Settings, Billing, and nothing is charged. If the trial is not cancelled, Fees start at the end of the trial and are charged to that card. Each business can have one free trial.

5.3 Fees. Fees are charged monthly in advance for each Active Driver, at the price shown in the Service or otherwise agreed in writing, with a minimum of one Active Driver. Prices are in New Zealand dollars and exclude GST.

5.4 Changes in drivers. The number of Active Drivers billed is updated when the Customer adds, removes or deactivates drivers. Changes during a month are charged or credited pro rata.

5.5 Payment. Fees are paid by card through our payment provider, Stripe. Card details are collected and held by Stripe. HAULR never sees or stores full card numbers.

5.6 Price changes. We may change our prices with at least 30 days' notice. The new price applies from the next billing period after the notice period ends.

5.7 Failed payments. If a payment fails, we will notify the owner and try again. We do not lock drivers out of their jobs for non-payment without notice, because drivers rely on the Driver App during their work. If an amount remains unpaid for 14 days after we notify the Customer, we may suspend access to the Office App until it is paid. We will give at least 7 days' further notice before suspending drivers' access.

5.8 Cancellation. The Customer may cancel at any time in Settings, Billing. Cancellation takes effect at the end of the current paid month. Fees already paid are not refunded, except as set out in clause 15.4.

5.9 Third-party costs. Fees do not include charges from third parties the Customer chooses to use, such as Xero, EROAD, Stripe card fees charged to the Customer, or mobile data charges.

6. Customer Data

6.1 The Customer owns its Customer Data. The Customer grants HAULR a non-exclusive licence to host, copy, process, transmit and display Customer Data only as needed to provide, secure and support the Service, to comply with law, and as otherwise set out in these Terms and our Privacy Policy.

6.2 We may use information that has been aggregated and de-identified, so that it does not identify the Customer or any person, to operate and improve the Service. An example is learning the location of a delivery site from drivers' job-step taps so the Driver App can show a "you're at the site" note to that Customer's drivers. Site locations learned from one Customer's jobs are only used for that Customer.

6.3 We do not sell Customer Data or use it for advertising.

6.4 Export. Owners can download the Customer's data as spreadsheets at any time (Settings, Your data).

6.5 After the account ends. When an account is cancelled, we keep Customer Data for 90 days so it can be exported or the account restarted, then delete it, except where we must keep information by law. When the last Authorised User of a Customer deletes their account, the Customer's data and files are deleted at that time. Deleted data may remain in our backups for up to 7 days until those backups expire.

6.6 The Customer is responsible for the accuracy and lawfulness of Customer Data, and for having the right to put information about its staff, customers and subcontractors into the Service.

7. Privacy

7.1 Our Privacy Policy for HAULR Dispatch explains how personal information is handled. The Customer agrees to us handling personal information as described in it.

7.2 For personal information in Customer Data, HAULR holds that information as the Customer's agent, solely to provide the Service to the Customer (section 11 of the Privacy Act 2020). The Customer remains responsible for its own obligations under the Privacy Act 2020 to its staff, customers and subcontractors, including telling them what information it collects through the Service and why.

7.3 If we become aware of a privacy breach affecting Customer Data, we will tell the Customer without undue delay and work with it on any notification required under the Privacy Act 2020.

8. Location and driver information

8.1 The Driver App records the phone's location only at the moment a driver:

• taps a job step (for example Start, At pickup, Loaded or Delivered);
• starts or finishes a shift;
• submits a pre-start check;
• reports a vehicle problem; or
• reports an incident or near miss.

8.2 The Driver App does not track drivers in the background. While a driver has a job open, the app may compare the phone's position with the job's site on the phone itself to show a "you're at the site" note. That comparison is not stored or sent to us.

8.3 If the Customer connects EROAD (clause 10), the Service shows the positions of the Customer's vehicles as reported by EROAD.

8.4 Subcontractors using a subcontractor job link may choose to share their browser location when they tap a job step.

8.5 The Customer must tell its drivers and other Authorised Users how their location and other information is recorded and used.

9. Links shared with others

9.1 The Service lets the Customer create Links for its customers, the recipients of deliveries, and its subcontractors. Anyone who has a Link can see what that Link shows. For example:

• customer links and tracking links show job progress, who signed and delivery photos, but never prices;
• quote links show the quoted price and let the recipient accept or decline it; and
• subcontractor job links show the job details and the price agreed with that subcontractor.

9.2 The Customer decides who to give Links to and is responsible for doing so appropriately. Links can be switched off or replaced with a new Link at any time.

9.3 Quotes accepted through a quote link, bookings made through a customer link and work given to subcontractors are arrangements between the Customer and the other party. HAULR is not a party to them and does not guarantee either party.

10. Integrations

10.1 The Customer may choose to use Integrations. When it does, it authorises HAULR to access the connected service on its behalf to provide the relevant feature, for example:

• Xero: creating draft invoices and bills, and reading the payment status of invoices sent from the Service. Drafts are created for the Customer to check and approve in Xero. HAULR does not send invoices to the Customer's customers;
• MYOB AccountRight and Xero import files: files the Customer downloads and imports itself;
• EROAD: reading vehicle positions using an API key the Customer provides;
• Stripe: billing for the Service; and
• API and webhooks: sending the Customer's data to systems the Customer chooses.

10.2 Integrations are subject to the third party's own terms and availability. HAULR is not responsible for third-party services, or for what happens to data once it is in a third-party system the Customer has chosen.

10.3 The Customer is responsible for checking invoices, bills and other records before relying on them in its accounting or other systems.

11. Compliance tools are aids, not advice

11.1 The Service includes tools to help the Customer with its obligations, including:

• licence, certificate and document expiry reminders;
• work-time and fatigue warnings;
• pre-start checks and defect reports;
• permit records and the "Apply for a permit" pack;
• the load check (if switched on);
• health and safety sign-offs, incident, hazard and training registers and the audit pack;
• fuel adjustment (FAF) calculations, payroll figures and GST amounts on quotes.

11.2 These tools are aids only. They are not legal, tax, employment, transport or health and safety advice, and they may be incomplete or wrong. They do not replace:

• the driver's logbook, which remains the legal record of work time;
• the actual permit and its conditions;
• the Customer's own checks of vehicles, loads, routes and documents; or
• professional advice.

11.3 The Customer remains solely responsible for complying with all laws that apply to it, including land transport rules, work-time and logbook rules, vehicle certification, road user charges, permits, the Health and Safety at Work Act 2015 (including notifying WorkSafe of notifiable events), employment and holidays law, tax and GST.

12. Acceptable use

12.1 The Customer and its Authorised Users must not:

• use the Service unlawfully, or to store or share content that is unlawful, misleading or infringes anyone's rights;
• try to access another customer's data or any part of the Service they are not allowed to use;
• copy, modify, reverse engineer, decompile or create derivative works of the Service, except as allowed by law;
• scrape the Service, or use the API in a way that overloads it;
• test the security of the Service without our written permission;
• share logins, or use the Service while driving except as permitted by law; or
• do anything that brings HAULR or the Service into disrepute.

13. Availability and support

13.1 We will use reasonable efforts to keep the Service available. It runs on the internet, on mobile networks and on third-party hosting, so availability may be affected by things outside our control, and we do not guarantee uninterrupted or error-free service.

13.2 We may carry out planned maintenance. We will try to do this outside normal working hours and give notice where practical.

13.3 The Driver App is designed to keep working without signal and send updates when the phone reconnects. Updates may be delayed until then.

13.4 Support is by email at support@haulr.co.nz, or using Get help in the Office App, on weekdays from 8am to 5pm New Zealand time (excluding public holidays). Unless we agree otherwise in writing, we do not commit to specific response or uptime levels.

14. Intellectual property

14.1 HAULR and its licensors own all intellectual property in the Service, including the software, design and documentation. These Terms do not transfer any of it to the Customer.

14.2 While the Customer's subscription is current, HAULR grants the Customer and its Authorised Users a non-exclusive, non-transferable, revocable licence to use the Service for the Customer's business under these Terms.

14.3 If the Customer gives us feedback or suggestions, we may use them without any obligation to the Customer.

15. Suspension and termination

15.1 We may suspend all or part of the Customer's access:

• for non-payment, as set out in clause 5.7;
• if the Customer or an Authorised User materially breaches these Terms; or
• if needed to protect the Service, other customers or the public.

We will give notice where practical and lift the suspension once the issue is resolved.

15.2 The Customer may stop using the Service and cancel at any time (clause 5.8).

15.3 We may end these Terms:

• with 30 days' notice for any reason; or
• immediately by notice if the Customer materially breaches these Terms and does not fix the breach within 14 days of being asked to, or becomes insolvent.

15.4 If we end these Terms under clause 15.3 without the Customer being in breach, we will refund any Fees paid for the period after termination.

15.5 On termination, the licence in clause 14.2 ends and the Customer must stop using the Service. Clause 6.5 applies to Customer Data. Clauses 6, 7, 11, 14, 16, 17 and 18 continue to apply.

16. Disclaimer and liability

16.1 The Consumer Guarantees Act 1993 and the Fair Trading Act 1986 may imply warranties or conditions, or impose obligations, that cannot be excluded, restricted or modified. These Terms must always be read subject to those provisions.

16.2 The Customer acquires the Service in trade and agrees that:

• to the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the supply of the Service or these Terms;
• to the maximum extent permitted by law, sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to the supply of the Service or these Terms; and
• it is fair and reasonable that the parties are bound by this clause 16.2.

16.3 To the maximum extent permitted by law, the Service is provided "as is" and "as available", and we disclaim all implied warranties.

16.4 To the maximum extent permitted by law, we are not liable for any indirect, special, punitive, exemplary or consequential loss or damage, or for loss of profit, revenue, business, goodwill or data, however arising, whether in contract, tort (including negligence), under statute or otherwise.

16.5 For the avoidance of doubt, and to the maximum extent permitted by law, we are not liable for losses arising from:

• fines, infringement fees or penalties, including for work-time, logbook, permit, certification, road user charges or overweight or over-dimension breaches;
• permit, routing, loading or dispatch decisions;
• wrong or missed reminders, warnings or calculations, including pay, FAF, GST and invoice amounts;
• information in Links being seen by anyone the Customer gave a Link to;
• invoices, bills or other records created in or sent to third-party systems; or
• the unavailability, errors or acts of third-party services, including Xero, EROAD, Stripe, app stores and mobile networks.

16.6 Our maximum total liability under or in connection with these Terms or the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the greater of:

• (a) the Fees paid by the Customer in the 12 months before the event giving rise to the claim; and
• (b) NZ$500.

16.7 The Customer will compensate HAULR for any loss HAULR suffers, including reasonable legal costs, arising from:

• a breach of these Terms by the Customer or its Authorised Users;
• Customer Data, including any claim that the Customer did not have the right to put it into the Service; or
• claims by the Customer's staff, customers or subcontractors about the Customer's use of the Service.

16.8 This clause 16 is for the benefit of HAULR and of its directors, officers, employees and contractors. Each of them may rely on and enforce it under subpart 1 of Part 2 of the Contract and Commercial Law Act 2017.

17. Marketplace

The Marketplace, when it is available, is governed by Schedule 2 as well as these Terms.

18. General

18.1 Notices. We may give notices by email to the account owner or in the Service. The Customer may give notices to support@haulr.co.nz.

18.2 Events outside our control. We are not liable for delay or failure caused by events outside our reasonable control.

18.3 Waiver. A failure or delay in enforcing these Terms is not a waiver. A waiver must be in writing and applies only to the matter it refers to.

18.4 Severability. If any provision is held illegal or unenforceable, it will not apply, and the rest of these Terms continues in full force.

18.5 Entire agreement. These Terms, the Privacy Policy and any written order or pricing agreed with us are the entire agreement about the Service. They replace all earlier discussions and understandings.

18.6 Assignment. The Customer may not transfer its rights under these Terms without our written consent. We may transfer our rights and obligations to a purchaser of all or part of our business.

18.7 Third parties. These Terms do not give rights to anyone else, except as stated in clause 16.8 and in Schedule 1.

18.8 Governing law. These Terms are governed by New Zealand law. The parties submit to the non-exclusive jurisdiction of the New Zealand courts.

For any query, complaint or comment, please email support@haulr.co.nz.

Schedule 1: The Driver App and app stores

Accessing the Driver App through the Apple App Store

• Acknowledgement: These Terms are between the Customer and us, and not with Apple Inc. Use of the Driver App is subject to the App Store usage rules in the Apple Media Services Terms and Conditions (https://www.apple.com/nz/legal/internet-services/itunes/nz/terms.html). If those terms conflict with these Terms, the Apple Media Services Terms and Conditions take precedence.
• Scope of licence: The licence to use the Driver App is limited to use on an Apple device that the user owns or controls, as permitted by the Apple Media Services Terms and Conditions.
• Maintenance and support: Apple Inc. has no obligation to provide any maintenance or support for the Driver App.
• Warranty: To the maximum extent permitted by law, Apple Inc. has no warranty obligation for the Driver App.
• Product claims: We, not Apple Inc., are responsible for any claims relating to the Driver App, including product liability claims, claims that it fails to meet a legal or regulatory requirement, and claims under consumer protection or similar laws.
• Intellectual property: If a third party claims that the Driver App infringes its intellectual property rights, we, not Apple Inc., are responsible for investigating, defending, settling and discharging the claim.
• Legal compliance: Each user confirms that they are not located in a country subject to a U.S. Government embargo or designated as "terrorist supporting", and are not on any U.S. Government list of prohibited or restricted parties.
• Third-party beneficiary: Apple Inc. and its subsidiaries are third-party beneficiaries of these Terms and may enforce them against users of the Driver App.

Accessing the Driver App through Google Play Use of the Driver App is subject to the Google Play Terms of Service (https://play.google.com/intl/en/about/play-terms.html). If they conflict with these Terms, these Terms take precedence.

Other app stores Use of the Driver App may also be subject to the terms of the app store it was obtained from.

Drivers Drivers use the Driver App under the Customer's account. Their use is subject to these Terms, including clauses 8 (Location), 11 (Compliance tools are aids, not advice) and 12 (Acceptable use). The logbook remains the legal record of a driver's work time.

Schedule 2: Marketplace terms

Marketplace is switched off. These terms apply once HAULR switches it on.

M1. What the Marketplace is. The Marketplace lets members of the public and businesses (Posters) post a load they want moved, and lets transport businesses using HAULR Dispatch (Carriers) send prices for it. HAULR provides the venue only. HAULR is not a party to any agreement between a Poster and a Carrier, does not carry any load, and does not guarantee any Poster, Carrier, price or job.

M2. Posting. Posters do not need an account. A Poster must give accurate details of the load, addresses, dates and their contact details, and must be at least 18. HAULR may check, approve, edit for clarity, reject or remove any post, and may limit how many posts can be made. Posts close after 30 days or when the Poster books a Carrier or cancels.

M3. What Carriers see. Before a Poster books, Carriers see the towns, the load description, its size and weight, and the dates, but not the Poster's name, phone, email or exact addresses.

M4. Prices. Prices are offers from the Carrier, not from HAULR, and are GST-inclusive unless stated otherwise. A Carrier may withdraw its price before it is accepted.

M5. Booking. When a Poster accepts a price, HAULR passes the Poster's name, phone, email and addresses only to that Carrier, and the job is added to that Carrier's dispatch board. The agreement for the move, including its terms, payment, insurance and liability, is between the Poster and that Carrier.

M6. Carriers' obligations. Carriers must hold all licences, insurance, permits and approvals needed for the work they price, must honour prices accepted while valid, and must handle Posters' details only to arrange and carry out the job.

M7. Liability. To the maximum extent permitted by law, HAULR is not liable for any loss arising from a Marketplace post, price, booking or move, or from the acts or omissions of any Poster or Carrier. Where a Poster is a consumer, the Consumer Guarantees Act 1993 and Fair Trading Act 1986 apply as required by law.

M8. Privacy. HAULR handles Posters' personal information as set out in the HAULR Dispatch Privacy Policy.