Ola Pass NZ – Terms & Conditions

Effective Date: 07 June 2021

Ola owns and operates the Ola app (Ola App). The Ola App provides an online booking platform facilitating the provision of rides by drivers (and associated payment collection) to customers (Technology Services) subject to Ola’s User Terms and Conditions (User Terms and Conditions).

Ola Pass is a subscription product that allows users to subscribe to Ola’s Technology Services for the provision of rides (Ola Rides) on the terms and conditions contained in this document.

Terms and Conditions

1. These terms and conditions (Terms) are made between Ola New Zealand Global Limited (NZBN 942 904 659 7137) (Ola) and a customer of Ola who is a subscriber of the Ola Pass service (you, your).
2. These Terms are supplementary terms to the User Terms and Conditions.

Benefits

3. In consideration of the fee (Ola Pass Fee) payable by you under clause 4 of these Terms, you are entitled to the following Ola Pass benefits (Ola Pass Benefits):

1. you are a registered Ola customer;
2. you are subscribed to Ola Pass;
3. you booked the Ola Ride to which the Ola Pass Benefits relate through the Ola App and not through any other platforms including any current or existing third party vendor platforms;
4. the Ola Pass Benefits relate to an Ola Ride completed while the Ola Pass subscription is active;
5. you have paid for all fees and charges relating to the Ola Ride and the Ola Pass Fee and for the avoidance of doubt, any non-payments of the Ola Ride and/or Ola Pass Fee will render any Ola Pass Benefits null and void; and
6. you have not breached any other terms and conditions here or committed any acts or made any omissions under the User Terms and Conditions or under these Terms which would render your Claim null and void.

Fees

4. The Ola Pass Fee payable by you is as follows:

1. the amount payable is set out in your Ola App under the Ola Pass section [link] of the app;
2. the amount is payable on a recurring basis with such frequency as may be set out in your Ola App under the Ola Pass section [link] of the app;

5. Payment of the Ola Pass Fee is made by way of credit card, PayPal, Apple Pay, Google Pay or any other methods as may be specified by the Provider from time to time, with the payment method being stipulated and selected by you in the payment section of your Ola App;
6. The Ola Pass Fee may be varied at any time without notice, and Ola is not obliged to provide any reasons whatsoever for such variation.
7. You understand, acknowledge and agree that your Ola Pass subscription may be suspended and/or removed without prior notice in the event of non-payment or non-renewal of the Ola Pass Fee.
8. The Ola Pass Fee cannot be refunded by Ola upon suspension or termination for cause under these Terms or under the User Terms and Conditions.

Non-Excluded Guarantees

9. Ola’s Technology Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Technology Services:

1. you are entitled to cancel your service contract with Ola and to a refund for the unused portion or to compensation for its reduced value;
2. you are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

10. The Ola Pass Benefits provided to you by Ola Pass are in addition to other rights and remedies available to you under the law.

Privacy and Confidentiality

11. All personal information collected, stored, processed and transferred (including sensitive financial information) are made in compliance with Ola’s Privacy Policy and Privacy Collection Statement referenced in the User Terms and Conditions.
12. Without limiting the generality of clause 11, you expressly consent to Ola’s handling (including collection, use, storage and disclosure) of your personal information in accordance with the Privacy Policy and Privacy Collection Statement and to the handling of your personal information by any Claims Management Vendors appointed by Ola for managing Claims under these Terms which may be located within or outside of New Zealand.

Intellectual Property Rights

13. All intellectual property rights of Ola and all obligations imposed on you relating to such rights are governed by the User Terms and Conditions.
14. Without limiting the generality of clause 13, the Ola App, the Claims portal and all associated intellectual property rights (Ola IP) remain the property of Ola or Ola’s third party licensors. Except as expressly stated, nothing in these Terms grants you any rights in or related to the Ola IP, and all rights not expressly granted to you are reserved by Ola.
15. You must not:

1. copy, reproduce, modify, create derivative works of, decompile, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas of, any Ola IP;
2. breach, disable, tamper with, or develop or use (or attempt) any workaround for any security measure provided in the Ola App;
3. use any Ola IP in a way that infringes or misappropriates a third party’s intellectual property rights or moral rights;
4. distribute, disclose or allow use of any Ola IP by any third party in any format, through any timesharing service, service bureau, network or by any other means;
5. merge or combine any Ola IP with any other technology not provided by Ola; or
6. remove any proprietary notice language on any copies of any Ola IP.

16. Subject to your compliance with these Terms, Ola grants you a limited, non-exclusive, personal, non-transferable licence during the term of these Terms to use and access the Ola App and Ola Pass services on any device that you own or control and to run the Ola App solely for your own personal use (including for the processing of payments).

Indemnities and Liability

17. To the maximum extent permitted by law, you will indemnify and hold harmless Ola and Ola’s related bodies corporate (and their respective directors, officers, employees, agents and representatives) (Those Indemnified) from and against any losses, damages, liability, claims, costs, penalty and expenses (including, reasonable legal fees) incurred by Those Indemnified arising out of or in connection with any:

1. breach by you of any applicable law;
2. misrepresentation or fraudulent, dishonest, unlawful or negligent act or omission of you;
3. personal injury (including sickness and death) or property damage caused or contributed to by you in connection with any Ola Ride (including in connection with any motor vehicle accident involving the vehicle); or
4. claim by a driver or any other third party caused by any of your acts or omissions.

18. All express or implied guarantees, warranties, representations, or other terms and conditions relating to these Terms or their subject matter, not contained in these Terms, are excluded from these Terms to the maximum extent permitted by law.
19. Without limiting clause 17 and the User Terms and Conditions, to the maximum extent permitted by applicable law:

1. the Ola App, the Technology Services and Ola Pass services (Services) are provided on an "as is" and "as available" basis and Ola makes no representation, warranty, or guarantee regarding:

1. the condition, performance, accuracy, completeness, merchantability, reliability, timeliness, quality, suitability, availability or fitness for a particular purpose of the Services or the Ola App;
2. that the Services or the Ola App will be uninterrupted or error-free;
3. the compatibility of the Ola App with any other technology; or
4. the quality, suitability, safety or ability of the drivers;

2. the information, recommendations and Services provided to you (whether on or through the Ola App or via Ola’s customer support centre) are for general information purposes only and do not constitute advice;
3. Ola does not endorse, advise or recommend any of the drivers, nor does Ola guarantee or provide any assurance in respect of the behaviour, actions or data of the drivers (or other users) posted on the Ola App; and
4. you agree that the entire risk arising out of any Ola Ride remains solely with you to the maximum extent permitted under applicable law.

20. In accordance with clause 9, nothing in these Terms excludes, restricts or modifies any right or remedy, or any guarantee, warranty or other term or condition, implied or imposed by any legislation which cannot lawfully be excluded or limited. This may include applicable Consumer Law which contains guarantees that protect the purchasers of goods and services in certain circumstances.
21. Without limiting the generality of the User Terms and Conditions and subject to the other provisions of these Terms, to the maximum extent permitted by applicable law:

1. Ola is not liable for (and no measure of damages will, under any circumstances, include) any indirect, special, incidental, exemplary, punitive, or consequential loss or damages of any kind whatsoever, or damages for loss of profits, revenue, goodwill, anticipated savings, business or opportunity, or loss or corruption of data, even if advised of the possibility of such damages; and
2. Ola’s maximum total aggregate liability arising out of or in connection with these Terms or their subject matter is limited to the last 3 months Ola Pass Fee paid by you.

22. The limitations and exclusions of liability in this clause apply regardless of the basis on which such liability arises, whether in contract, breach of warranty, tort (including negligence), in equity, under statute, or on any other basis.

Force Majeure

23. Any delay in or failure to perform any obligations by either party under these Terms will not constitute a breach of these Terms to the extent caused by acts of any government authorities, acts of God, pandemics, fire, flood, explosion, riots, war, rebellion, insurrection or other event beyond the reasonable control of that party (Force Majeure).
24. A party affected by a Force Majeure must:

1. notify the other party within 7 days after it becomes aware of the Force Majeure; and
2. use all reasonable efforts to avoid or minimise the effects of such Force Majeure and commence performance of its obligations as soon as such Force Majeure ceases.

25. If a Force Majeure continues for a continuous period of more than 7 seven days, either party may terminate these Terms by notifying the other party.

Termination

26. These Terms continue until such time as they are terminated in accordance with these Terms.
27. You may terminate these Terms at any time by unsubscribing from Ola Pass in your Ola App.
28. Ola may terminate these Terms with immediate effect without notice to you if:

1. necessary to comply with any applicable law;
2. you commit a breach (other than a trivial or inconsequential breach) of these Terms or the User Terms and Conditions that is not capable of remedy or (if capable of remedy) is not remedied within 4 days after Ola notifies you of the breach.

29. Upon termination of these Terms for any reason:

1. your rights to use the Ola App or subscribe to Ola Pass will cease immediately, your registration with Ola and your account will cease to apply, and your Ola App may be blocked to the Ola App;
2. you will be charged all amounts due and owing to Ola at the date of termination;
3. each party will promptly return to the other party all property and materials provided to it by the other party under these Terms; and
4. the parties must cease acting in a manner that would imply a continuing relationship between the parties.

30. Clauses 9 to 22 of these Terms will survive termination of these Terms together with any other terms which by their nature do so.
31. Termination of these Terms will not prejudice any rights of the parties that may have accrued prior to such termination.

Notice

32. Any notices, requests and other communications required or permitted under these Terms must be in writing and sent to the recipient party as follows (as amended to time by the recipient Party by notice to the other party):

1. to Ola by email to: legalanz@olacabs.com; and
2. to you by email or text message (SMS) to the email address or mobile number (as applicable) specified in your account registered with Ola.

Entire Agreement

33. Nothing in these Terms limits any liability you or Ola may have in connection with any representations or other communications (either oral or written) made prior to or during the term of these Terms where such liability cannot be excluded under applicable law.
34. Subject to clause 33, these Terms constitute the entire agreement between the parties in connection with, and will supersede all previous communications (either oral or written) between the parties, with respect to Ola Pass, and no agreement or understanding varying or extending the same will be binding on either party unless arising out of the specific provisions of these Terms.

Relationship of the parties

35. Nothing in these Terms is intended to constitute a fiduciary relationship or an agency, partnership or trust, and neither party has authority to bind the other party.

Governing Law and Dispute Resolution

36. The parties must attempt to amicably settle any dispute arising out of or relating to these Terms through negotiation. If the dispute is not resolved between the parties after at least 30 (thirty) days of negotiation, the dispute must be referred to arbitration before a party may resort to litigation. The arbitration must be:

1. held in accordance with the Arbitration Rules of the United Nations Commission on International Trade Law;

1. administered by the Arbitrators’ and Mediators’ Institute of New Zealand Inc (AMINZ);

2. conducted in accordance with the laws of the location which the Ola Ride is taken (Area of Operation);
3. held in the capital city of the Area of Operation; and
4. conducted by be a single arbitrator agreed between the parties from a panel of arbitrators provided by the AMINZ (or, failing agreement, appointed by the AMINZ),

and, to the maximum extent permitted by law, the arbitrator’s award will be final and binding on the parties.

37. Notwithstanding clause 36, either party may seek appropriate interim or injunctive relief in any court having jurisdiction over the subject matter in accordance with applicable law, to enforce and/or prevent breach of its rights and remedies in and arising out of these Terms.
38. These Terms will be governed by and construed in accordance with the laws of the Area of Operation and the Commonwealth of Australia, and the parties agree to submit to the exclusive jurisdiction of the courts of the Area of Operation.

Amendments to these Terms

39. We may amend the terms of these Terms and will keep you updated regarding such amendments.
40. You will be required to confirm your acceptance of the amendments referred to in clause 39. However, if you do not agree to any such amendments, you may terminate these Terms at any time in accordance with clause 26 prior to such amendments coming into effect.

Miscellaneous

41. Assignment: you may not assign or transfer any of your rights, interests or obligations under these Terms to any third party without Ola’s prior written consent. Ola may assign its rights and interests under these Terms to any person whosoever.
42. Joint Ventures: Ola will be entitled to enter into any transaction whereby Ola acquires, merges with or enters into a joint-venture with any other institution engaged in the business of providing services similar to those referred to in these Terms. In such cases, you may be provided with the services by Ola jointly and/or severally with the parties to any such arrangement. These Terms will continue to apply in the event of any such arrangement, however if you do not agree with the aforesaid, you may terminate these Terms in accordance with clause 26 at any time.
43. Waiver: Either party may exercise a right, power or remedy at its discretion and separately or concurrently with another right, power or remedy. No failure or delay on the part of either party exercising any right, power or privilege under these Terms will operate as a waiver thereof, nor will any single or partial exercise of any right, power or privilege under these Terms preclude any other or further exercise thereof or the exercise of any other rights, powers or privileges by such party.
44. Severability: Any provision that is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions or affecting the validity or enforceability of such provision in any other jurisdiction.
45. Rights cumulative: Subject to any express provision in these Terms to the contrary, the rights, powers or remedies of a party under these Terms are cumulative and in addition to, and do not exclude or limit, any right, power or remedy in any other part of these Terms or otherwise provided at law or in equity.