TERMS AND CONDITIONS

1. General

1.1 The following are the terms and conditions that users and members must follow and adhere to when using this website and its associated services.

1.2 The terms and conditions are required to be agreed to as part of the registration process. Persons who register on this website automatically accept and agree to be bound by the terms and conditions.

1.3 Registration by any person on this website automatically makes that person a member of this website

1.4 At anytime you discover you do not agree with the terms and conditions of this website please cancel your membership and refrain from using this website or its associated services

1.5 These terms and conditions alone form the agreement between members and Payload Limited. No other information or advice obtained by you from anyone including Payload Limited shall form part of these terms and conditions (unless already expressly provided for in these terms and conditions)

1.6 Payload Limited may, without limiting other rights and remedies available to Payload Limited, limit your activities on this website, remove your tenders or listings, warn other members of your actions, issue a warning to you, suspend or terminate your membership, or refuse to provide our services to you if you breach these terms and conditions or where Payload Limited considers it appropriate

1.7 If Payload Limited does not exercise or enforce any right available to Payload Limited under these terms and conditions, it does not constitute a waiver of those rights

1.8 If any part or clause of these terms and conditions is or becomes invalid, unenforceable or illegal for any reason, and in any respect, that part or clause only shall no longer form part of these terms and conditions. The remaining terms and conditions continue in full force and effect.

1.9 You agree to comply with all laws of New Zealand, specifically in relation to entering of contracts and performing services through this website, and submit to the non-exclusive jurisdiction of the Courts of New Zealand.

1.10 These terms and conditions supersede all previous terms and conditions, agreements, understandings, commitments, and representations whatsoever whether oral or written

1.11 Payload limited reserves the right to update and amend these terms and conditions from time to time. Any amendments to these terms and conditions have effect as soon as they are uploaded and available for viewing on this website. Members of this website are responsible for ensuring they are familiar with any updates or amendments. In addition, agreement to these terms and conditions and continued use of this website/services, constitutes agreement with any subsequent changes or amendments to those terms and conditions.

2. Terms and definitions

Account credit means any funds credited to a Payload account to be used to pay for success fees. This is not legal tender.

Address verified member means a member who has successfully followed the process of providing us a valid New Zealand address and entering the unique code provided in the appropriate place on this website

Authenticated member means a member who has used a valid credit card to successfully upload funds onto their Payload account

Carriage fee means the amount payable to the carrier by the sender for a carriage service

Carriage service means a service performed by a carrier whereby goods are carried on a trip

Carrier means someone who has created a trip listing and/or is providing, or has provided, a carriage service

Carrier destination means the location where the carrier’s trip ends or is intended to end.

Carrier origin means the location where the carrier’s trip begins or is intended to begin

Carry means to transport and carrying, carried and carriage have corresponding meanings

Facebook verified member means a member who has successfully followed the required process linking their Payload account with their Facebook account

Goods means any material items, freight, parcels, loads or packages

Goods destination means the location where the sender needs the goods to be carried to. I.e. their desired location

Goods listing means an advertisement made on this website offering goods to be carried

Goods origin means the location the sender’s goods need to be carried from. I.e. their initial location

Listing means a goods listing or a trip listing

Mode of carriage means the means by which the goods will be carried during the carriage service, for example, car, truck, by-foot, boat and airplane

Payload account means the member account referred to in section 12 of these terms and conditions

Route means the roads (or course) and direction chosen by the carrier to get from the carrier origin to the carrier destination

Sender means someone who has created a goods listing and/or is having, or has, goods that need to be carried from the goods origin to the goods destination

Success fee means a percentage of the carriage fee that is deducted from a members account upon the successful transaction between a carrier and sender

Tender means a carriage fee proposed to a sender by a carrier to carry the sender’s goods from the goods origin to the goods destination.

This website means www.payload.co.nz

Trip means a carriers route of travel from the carrier origin to the carrier destination on a particular date (and possibly time) and includes any other details of that trip (such as flexibility and mode of carriage e.g. small car).

Trip listing means an advertisement made on this website offering a carriage service

Us means www.payload.co.nz staff

Verified member means a member who has been verified through one or more of 3 ways a provided by this website (authenticated member, address verified member and facebook verified member)

3. Operation

You expressly understand and agree that:

3.1 this website provides a medium for members to meet and offer carriage services/goods to be carried to other members.

3.2 acceptance of a tender, offer or counter offer automatically forms a contract between the sender and the carrier for a carriage service. Carriers and senders are entitled to negotiate contract details before any tender is accepted.

3.3 Payload Limited’s involvement in a transaction between members is limited to providing a means by which members can connect, meet and offer carriage services to other members and/or offer goods to be carried.

3.4 Payload limited does not form any part of a contract, nor is Payload Limited a party to any contract, made between carriers and senders or between any members of this website.

3.5 Payload Limited will not act as an agent for either the carrier or sender nor engage in any negotiations between parties

3.6 you may contact us through the “report a problem” or “support” sections. However, should we not help/not be able to help resolve your issues you are not to continue to involve, or attempt to involve, Payload Limited in any dispute or in the resolution of disputes that arise between you and another member as a result of use of this website, the services provided by this website or Payload Limited

3.7 Payload Limited is not a carrier as defined in the Carriage of Goods Act 1979 and cannot be held responsible for any loss or damage for any carriage service nor does Payload Limited have any liability under the Land Transport Act 1998 with respect to transport licensing matters which are solely the responsibility of the carrier

4. User risk

You expressly understand and agree that:

4.1 Payload Limited will endeavour to ensure the ongoing availability of this website and associated services, as is reasonably possible. However, use of this website or any services provided by Payload Limited is entirely at your own risk. Payload Limited provides no guarantees, warrantees or representations thereof as to whether this website, the services provided by this website or Payload Limited are available, useable, performing, uninterrupted, timely, secure, error-free or that any information or content on this website or provided by Payload Limited is accurate, error-free or reliable. In addition, Payload Limited takes no responsibility for any loss that is incurred as a result of this website, the services provided by this website or Payload Limited not being available, useable, performing, uninterrupted, timely, secure, error-free or that any information or content on this website or provided by Payload Limited is accurate, error-free or reliable. Further, Payload Limited assumes no responsibility for the corruption of any data or information held by Payload Limited.

4.2 Transactions, dealings and any contact, between you and other members of this website are conducted entirely at your own risk

4.3 Payload Limited takes no responsibility, liability or accountability for any transactions conducted on, or as a result of using, this website including, but not limited to, the use of PayPal, or credit card services.

4.4 Payload Limited takes no responsibility, liability or accountability for any actions carried out, material provided, or opinions given, by it’s members including the misconduct or wrongdoing of any of it’s members including, but not limited to, members that have registered under false pretences or members who attempt, or otherwise, to defraud you.

4.5 Payload Limited provides no guarantees, warrantees or representations thereof for any carriage services or goods offered for carriage advertised, offered, whether directly or indirectly, on this website including but not limited to, the accuracy or truth of the listing (including goods or service description) and ability of a member to complete the transaction, including, but not limited to, payment or delivery of goods. And specifically, in relation to goods offered for carriage, no guarantee, warrantee or representation thereof is offered to the carrier by Payload Limited as to: ability of the sender to pay, content, safety or legality of the goods and/or ownership of goods. And specifically, in relation to services for carriage, no guarantee, warrantee or representation thereof is offered to the sender by Payload Limited as to: receipt of payment, quality of service, timeliness of service, safety or legality of service and whether the service meets your expectations or requirements, the service is carried out with reasonable care skill, the mode of carriage is fit for purpose and the price paid is reasonable

5. Liability, indemnity, warrantees and conditions

You expressly understand and agree:

5.1 that, to the maximum extent permitted by law, any and all liability and responsibility of Payload Limited to you or any other person under or in connection with these terms and conditions, or in connection with the services, this website, another Member's acts or omissions, or your use of or inability to use, the services or this website, is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Payload Limited's liability and responsibility is excluded in respect of any and all loss or damage, whether direct or indirect, including, without limitation, loss of profits, loss of data, loss of goods, loss of assets, loss of business or anticipated savings, general and special damages, and consequential and incidental loss.

5.2 to release, indemnify and keep indemnified Payload Limited from and against all actions, claims, costs (including legal costs and expenses), losses, proceedings, damages, liabilities, or demands suffered or incurred by Payload Limited to any person arising out use of your use of this website or services offered by Payload Limited, your failure to comply with these terms and conditions, your failure to complete a transaction, your carriage services or attempted carriage services or arising out of any goods you offer to be, or have, carried.

5.3 to the maximum extent permitted by law and without limitation, Payload Limited disclaims and excludes all implied conditions or warranties

5.4 Payload Limited has no liability for any lack of performance, unavailability or failure of this website or associated services, or for any failure of Payload Limited to comply with these terms and conditions where the same arises from any cause reasonably beyond the control of Payload Limited.

6. Privacy

You expressly understand and agree:

6.1 to allow Payload Limited to collect personal information about you through your use of this website and associated services, including: your registration details and information relating to your use of this website and the content you access.

6.2 that Payload Limited can use the information it collects:

• To help us provide information, notifications and services to you
• To verify details about you
• To conduct research
• Promote and market this website and its associated services
• To make available on this website, any of your transaction history as it pertains to being a carrier or a sender
• For any use authorised by you

6.3 that Payload Limited can release and disclose the information it collects to appropriate authorities, parities, intellectual property right holders or anyone else Payload Limited considers necessary:

• When required by law or to facilitate court proceedings
• To enforce or apply these terms and conditions
• To protect Payload Limited and its members, including but not limited to, Payload Limited and its member’s rights, property or safety

6.4 except as provided for under 6.3, that Payload Limited will not sell or allow third parties to access your personal information without your consent.

6.5 that information requests from one member for other members personal information will only be granted where the requesting member provides a Statutory Declaration in the prescribed form (if any) stating that member details are required solely for the purpose of taking Disputes Tribunal proceedings against the other member.

6.6 to not provide any personal details about a member(s) for any reason unless where express consent is given by the effected member(s)

7. Membership

You expressly understand and agree:

7.1 to register on this website as a member you must be able to form a contract that is legal and binding and that can be enforced against you.

7.2 to provide, when registering as a member, all the required information of which is truthful, accurate (including being up-to-date) and in no way misleading.

7.3 to ensure all information provided by you when registering is updated as required to ensure the information is current at all stages of your membership

7.4 to ensure the username you choose when registering is not, or contains no, inappropriate, offensive or defamatory words, terms, language or phrases

7.5 to allow us to contact you by phone, email, correspondence or any other means in order to verify the details provided are correct, whether as part of the "member verification" process or otherwise.

7.6 that you are prohibited from having two or more memberships at any one time, whether under a single identity or more than one identity accept where you register your company or business as a member in which case you can have both your personal and business memberships.

7.7 that you are responsible for any actions taken through your membership. Memberships on this website are not transferable and therefore can not be sold, leased, lent or traded.

7.8 that Payload Limited may refuse or decline to register you as a member without giving any reason or entering into any discussion with you

7.9 that Payload Limited may terminate or suspend your membership without giving any reason or entering into any discussion with you

7.10 without limiting clauses 7.6 and 7.7 of these terms and conditions, reasons for refusing, declining or terminating your membership may include: breach of these terms and conditions, receipt by us of complaints against you, false or misleading information provided by you to us or another member, failure to fulfil your obligations as a carrier or sender, failure to fulfil the agreed conditions of a transaction, registration as a member otherwise in accordance with section 7 of these terms and conditions, unacceptable or inappropriate behaviour as determined by Payload Limited.

7.11 you will ensure your login details used to make use of this website are kept secret and secure including, without limitation, to ensuring you do not permit any other person to use your user name or membership and to not disclose, or provide to any other person, your password, email address, date of birth or any other information in connection with your membership that may allow them to gain access to your membership.

7.12 to allow Payload Limited to send you emails relating to your membership, transactions and other activities on this website, and for promoting and marketing Payload Limited products and services to you.

7.13 to allow us to send you regular electronic newsletters of which you can opt out of by following the instructions contained within the newsletter or on this website.

7.14 that any information provided to us by you as part of your membership/registration can be held by us

7.15 that the address used when applying to become an address verified member is the address at which you currently reside and that should your residence change whilst being an address verified member, you notify Payload Limited immediately

7.16 that when you ‘apply’ to become a facebook verified member you only use your personal facebook account to link to your Payload account unless expressly authorised by Payload Limited

7.17 when topping up your account with a credit card for any reason (including in order to become an authenticated member) that the credit card is valid

7.18 Payload Limited is not sponsored by, endorsed by, or associated with, Facebook ™ in anyway. If you choose to link your Payload account and Facebook ™ account Payload Limited will not store or have access to any personal information other than what you expressly grant us access to.

8. General use and access requirements

You expressly understand and agree:

8.1 Payload Limited owns all proprietary and intellectual property rights in this website where possible (including text, graphics, logos, icons and sound recordings) and the software and other material underlying and forming part of this website and associated services.

8.2 not to, without our prior written permission, in any form or by any means adapt, reproduce, copy, store, distribute, print, display, perform, publish or create derivative works from any part of this website or commercialise, copy, or on-sell any information, or items obtained from any part of this website.

8.3 not to damage, interfere with, or harm, or attempt to damage or harm, this website or associated services provided by this website or Payload Limited, or any network, or system underlying or connected to them.

8.4 not to use a robot, spider, scraper or other unauthorised automated means to access this website or information contained on or within this website or provided by Payload Limited for any purpose.

8.5 to conduct yourself in good faith at all times

8.6 all listings, tenders and communications made through this website must be made in good faith

8.7 by creating a listing or providing information to be displayed on this website you take full legal responsibility and liability for your comments, including offensive or defamatory statements.

8.8 all listings, expected costs and tendered amounts must be in New Zealand dollars and include GST. All tax obligations are the responsibility of the carrier and/or sender as so determined by the carrier and sender

8.9 not to use listings, this website, the services provided by this website or Payload Limited to promote items for sale outside this website, auctions, websites or any commercial or business activity unless expressly authorised by Payload Limited

8.10 not to list your email address, phone number, website URL or any other contact detail within the description of listings, listing comments and/or questions or in your member profile except as expressly allowed/provided for by Payload Limited

8.11 not to complete a transaction outside of the required process or otherwise seek to avoid this website’s success fees. Attempts by you to avoid fees, including through multiple memberships, premature auction withdrawal, or otherwise, may result in Payload suspending or terminating your membership at the discretion of Payload

8.12 not to use listings to promote a website or business unless expressly authorised by Payload Limited

8.13 that Payload Limited reserves the right to remove listings that are unsuitable or inappropriate or that breach these terms and conditions

8.14 that Payload Limited will supply your email address, and any other personal details you specify, to the carrier or sender (being the other party involved in the transaction) after the tender is accepted

8.15 that you have the right, whether through copyright, licence or otherwise, to use any images or information contained in your listings

8.16 that any listings, including all content (including tenders, accepted offers questions and answers, usernames etc) will be made publicly available by Pay-load on this website

8.17 to make all reasonable attempts to resolve any issue that may exist hindering or stopping you fulfilling your obligation to perform the agreed carriage service or have goods carried

8.18 to answer any questions on your listing promptly, fully and accurately

8.19 to respond to emails as soon as possible, and within three working days

8.20 not to create listings or send communications (including emails to other members) that contain offensive, defamatory or inappropriate language or images

8.21 not to subsequently spam carriers or senders you have dealt with

9. Carriers use and access - specific requirements

You expressly understand and agree:

9.1 to only create trip listings that describe the carriage service fully and accurately with any and all relevant information including, without limitation, information as it pertains to conditions of carriage, mode of carriage and arrival and departure dates

9.2 to only create a trip listing for a carriage service for which you are able to and intend to carry out

9.3 to ensure the mode of carriage is fit for purpose

9.4 to only tender an amount you are willing to accept for the carriage of goods

9.5 that by submitting a tender you warrant and represent that you have a the legal right to enter into and complete the transaction

9.6 to provide best possible service/service described in your trip listing

9.7 to deliver the goods in the time agreed and in good faith

9.8 if transporting goods by road that you must hold an appropriate and valid New Zealand drivers licence or equivalent licence entitling you to drive in New Zealand

9.9 to abide by all New Zealand driving laws and take full responsibility for any fines, infringements, summons or penalties imposed on you as a result of fulfilling your carriage service

9.10 not to wilfully damage, or allow wilful damage, of goods held by you through use of, or transaction through, this website.

9.11 to fix, or pay for, any willful damage to goods resulting from your carriage service

9.12 to accept the agreed carriage fee and not request or demand additional payment, whether money or otherwise.

9.13 to return any goods, in the same condition as when they were pick up by you, to the sender where the goods destination cannot be found

9.14 that you are aware of licensing requirements of the Land Transport Act 1993 and you will not perform a carriage service that requires a licence where you do not have the appropriate licence.

10. Senders use and access - specific requirements

You expressly understand and agree:

10.1 to describe goods fully and accurately including the disclosure of all relevant information about goods to be carried including any hazardous or dangerous nature of the goods, any defects, or any other information that a carrier should reasonably ought to know

10.2 to only place goods listings for goods that exist and that you intend to be carried and are entitled to have carried

10.3 to only place a goods listing with the intention of having those goods carried by another member of this website and therefore not offer the same goods through other forums

10.4 you must not create a goods listing for anything to be carried that is illegal (including goods that have been or will be illegally imported or items that are prohibited to be carried), offensive (including anything of a defamatory, pornographic, or racially or ethnically objectionable nature), stolen, unsafe or not fit to be carried

10.5 to only accept a tender if you consider it a reasonable price to pay for the carriage of your goods and are willing to pay

10.6 that by creating a goods listing you warrant and represent that you have a the legal right to have the goods carried and enter into and complete the transaction

10.7 to ensure goods are available to be carried by and at the agreed time and place and in the agreed condition.

10.8 You have the ability to accept any tender submitted on your goods listing for goods to be carried. However, you should only accept a tender if you intend to use that members carriage service. In addition, after accepting a tender you must use that carrier’s carriage service. You may not accept another members offer to carry the same goods unless agreement has been made between you and the carrier or after reasonable attempts have been made to contact the carrier without success. Payload Limited reserves the right to determine what constitutes reasonable attempts

10.9 to pay the agreed carriage fee as soon as possible and within 2 business days of the accepted tender unless otherwise agreed upon between carrier and sender

11. Feedback

You expressly understand and agree:

11.1 the purpose of the feedback facility is to enable members of this website with a tool to gain relevant knowledge about prospective carriers or senders.

11.2 not to place feedback that contains offensive, defamatory or inappropriate language. Payload Limited reserves the sole right to determine what is considered offensive, defamatory or inappropriate language

11.3 to only place feedback about a member following a transaction that is about that members conduct in that particular transaction. For clarity, you can not post feedback for a transaction that is about another transaction.

11.4 to not place feedback that contains any contact details or promotes items for sale, auctions, websites or any commercial or business activity

11.5 to not place negative feedback without making all reasonable attempts to resolve any issue that has bought about the members desire to place negative feedback

11.6 to not engage in retaliatory feedback or behaviour

12. Accounts

You expressly understand and agree:

12.1 that upon registration as a member, an account will be established for that member which will be maintained by Payload Limited

12.2 members may deposit funds onto their Payload account using the electronic funds transfer services provided

12.3 there is a minimum deposit fee of $10

12.4 that account credit:

• Will not accrue any interest
• Can not be transferred to other members of this website
• Can not be used to pay for carriage services

12.5 that fees will be deducted from member’s accounts as specified in the fees section of these terms and conditions and the FAQ section of this website

12.6 that Payload Limited is not affiliated with the third-party electronic payment gateway, nor are we responsible for the activities or actions of this provider

12.7 that if you cancel your membership or if your membership is inadvertently terminated and you do not wish to reactivate your membership the balance of your credit account will be refunded to you less a $3 processing fee. Accordingly, no refund will be made if the account balance is $3 or less. Money will be deposited only into a New Zealand bank account via direct deposit. You must request this refund and provide the bank account number.

12.8 that if your membership is terminated due to breach of the terms and conditions it is at Payload Limited’s sole discretion as to whether any, and how much, account credit will be refunded to you.

12.9 that promotional giveaways of account credit or any free credits gifted to the member on registration will not be refunded.

12.10 failure to credit your account to a positive balance will result in an inability to place further tenders

12.11 if you have not logged on to this website for a period of 12 months, any unused balance on your account is forfeited to Payload Limited and your membership will be suspended.

13. Fees

You expressly understand and agree:

13.1 that Payload Limited charge fees for the use of this website as a medium for members to meet and offer carriage services/goods to be carried to other members

13.2 that Payload Limited reserves the right to change how fees are charged and/or the amount charged at any time. Changes to fees become effective as soon as the changes are made and uploaded onto this website. Members are fully responsible with ensuring they are up-to-date with current fees and Payload Limited takes no responsibility if any notification or attempted notification of fee changes is not received and understood by members.

13.3 Fees are charged based on a percentage of the carriage costs. Details of current fees are available under the FAQ section of this website.

13.4 that all fees are in New Zealand dollars and include GST (if applicable).

13.5 that any application for a refund of success fees must be made:

• In good faith; and
• only where the carriage service has not or will not take place; and
• only after all reasonable attempts to resolve any issue that may exist hindering or stopping the successful carriage of goods; and
• using the prescribed method (if any)

13.6 that Payload Limited may, at our sole discretion, refund the success fees upon receipt of an application from the member and following any verification or investigation Payload Limited deems reasonable to ensure the request, and circumstances surround the request, are legitimate.

13.7 that refunds will only be made in the form of credit to the member’s account who incurred the success fees. Cash refunds will not be issued.

13.8 that success fees are automatically deducted from your Payload account. Any fees which put your account into a negative balance must be paid immediately. Payload Limited reserves the right to take action against you to recover outstanding debts. You are liable for all expenses (including legal fees) that Payload Limited incurs when collecting that debt.

14. Promotions and competitions

You expressly understand and agree:

14.1 that Payload Limited may run competitions or promotions from time to time

14.2 by entering competitions and/or promotions, you acknowledge full acceptance of these terms and conditions and warrant that your entry/comment does not contain any material/language that is defamatory, pornographic, profane or obscene.

14.3 all competitions and promotions are open to New Zealand residents only. Only entries received by New Zealand Residents will be accepted as valid

14.4 Payload Limited reserves the right to delete any entries at it’s sole discretion

14.5 winners will be contacted by email. Payload Limited will make reasonable attempts to contact the winners but if no return email is received within 4 days of the closing date, then Payload Limited may determine another winner(s).

14.6 any prizes of gifts cannot be exchanged for cash, vouchers or alternative prizes/products

14.7 decisions of winners and associated rulings are final and no correspondence will be entered into

14.8 prize or gift winners name may be used for promotional purposes in newsletters/website material as determined by Payload Limited

14.9 Payload Limited reserves the right to remove all competitions and promotions at anytime

14.10 Email addresses or other personal information collected during the promotion may be used to send further promotional material relating to Payload. This personal information will never be passed on to other parties in keeping with Payload's privacy policy.

Facebook like/enter promotion

14.11 entries must be received by midnight of the competition closing date. 31/10/2011

14.12 the prize will be dispatched to any New Zealand address of the winners’ choice as soon as practicable after the winner is contacted

Sign-up free credit promotion

14.13 to be entitled to receive free account credit you must have completed the sign-up process by midnight of the closing date. 31/12/2011

14.14 free account credit can be used for carrier success fees only

14.15 free account credit can not be refunded, or given to members in any currency or used to pay for address verified member status

14.16 Payload Limited reserves the right to remove free account credit from members at its sole discretion

14.17 Payload Limited makes no guarantees’ relating to the worth of the free account credit

Listings promotion

14.18 to enter the draw for the ‘listings’ promotion you must have created a listing before midnight of the competition closing date. 31/12/2011

14.19 only entries based on genuine/authentic information will be accepted as entries into the prize draw

14.20 the pictures of the prizes on this website and our facebook page are representations only and may vary from the descriptions given. The winners will receive prizes of equal or greater value from the following overall prize pool: 1 x 42" HDTV, 1 x Android Tablet, 1 x digital camera. One winner will be drawn for each of these prizes.

14.21 the prize will be dispatched to any New Zealand address of the winners’ choice as soon as practicable after the winner is contacted