Renewable Membership Terms and Conditions - New Zealand

1. GENERAL

These terms and conditions govern your purchase and use of a paid renewable membership service (“Renewable Membership”) providing you access to certain benefits on the Uber app or benefits or delivery discounts on the Uber Eats app (together, the “Uber Platform”). The Renewable Membership is provided to you by Portier New Zealand Limited NZBN 94 290 470 537 24, a New Zealand registered company (“Uber”, “we” or “our”). These Renewable Membership Terms and Conditions - New Zealand (“Renewable Membership Terms”) govern your purchase and use of your Renewable Membership.

Agreement to Renewable Membership Terms

By purchasing a Renewable Membership, you agree to these Renewable Membership Terms, as well as any additional terms specified in the offer you received through the Uber Platform or otherwise offered to you by Uber in writing (including as set out at: https://www.uber.com/nz/en/u/uber-one/) (your “Offer”). Your Offer includes important details and restrictions, including where and when a Renewable Membership may be used, the Recurring Payment and Renewable Membership Benefits (both terms defined below), the recurring billing interval (“Billing Cycle”) and billing date (“Your Billing Day”). Please read your Offer carefully before purchasing a Renewable Membership. Your Offer may be varied from time to time in accordance with these Renewable Membership Terms.

Scope of these Renewable Membership Terms

These Renewable Membership Terms govern your use of your Renewable Membership and do not govern your use of the Uber Platform. Uber provides the Renewable Membership, including the Renewable Membership Benefits, in relation to services that you have separately procured from Uber’s affiliates or Third Party Providers in connection with your use of the Uber Platform. Uber does not provide or sell transportation services, delivery services, Uber Services, or items (such as food, beverages, and other goods) provided by Third Party Providers (“Items”).

Other terms that apply in connection with your use of the Uber Platform are available at uber/com.legal and include the Uber General Terms of Use (“Uber Terms”) and the Terms and Conditions for Uber Delivery (“Uber Delivery Terms”) available at: https://www.uber.com/legal/en/document/?name=general-terms-of-use&country=new-zealand&lang=en. Other supplemental or third party terms may also apply to your use of the Uber Platform and certain Renewable Membership Benefits from time to time.

Undefined, capitalised terms in these Renewable Membership Terms will have the meaning set forth in the Uber Terms and Uber Delivery Terms.

For clarity: transportation services will be provided to you by Third Party Providers pursuant to the Uber Terms; delivery services will be provided to you by Portier Pacific Pty Ltd pursuant to the Uber Delivery Terms or by a Merchant pursuant to the Uber Terms (as applicable); Uber Services will be provided to you by Uber B.V. pursuant to the Uber Terms; and Items will be sold to you by Third Party Providers pursuant to the Uber Terms.

2. YOUR RENEWABLE MEMBERSHIP

Renewable Membership Benefits

Your Renewable Membership entitles you to certain benefits for the duration of your Renewable Membership (“Renewable Membership Benefits”). The details for your Renewable Membership Benefits (and any applicable limitations) will be set out in: (a) your Offer, as stated to you when you sign up for your Renewable Membership or amended in accordance with Section 4 of these Renewable Membership Terms; or (b) an email or the Uber Platform, when they are temporary or additional benefits. Uber may choose to offer more than one type of Renewable Membership. Renewable Membership Benefits may differ based on the type of Renewable Membership selected by you in your Offer.

Renewable Membership Benefits may include savings, delivery discounts and other benefits in relation to services purchased through the Uber Platform in New Zealand, as well as other benefits offered by third parties to you in connection with your Renewable Membership from time to time. You may also receive additional savings, delivery discounts or other benefits that are personalised for you, from time to time. You can see the current key benefits that apply to your Renewable Membership here: https://www.uber.com/au/en/u/uber-one/.

Duration of Renewable Membership Benefits

The duration of your entitlement to the Renewable Membership Benefits will be specified in your Offer and will align with your Billing Cycle. Your entitlement to the Renewable Membership Benefits will automatically renew at the end of your Billing Cycle in accordance with Section 3, unless you cancel your Renewable Membership in accordance with Section 6. Uber may cancel, suspend or otherwise restrict your entitlement to the Renewable Membership Benefits in accordance with Section 5.

Renewable Membership Limitations

Renewable Membership Benefits: (a) do not cover optional gratuities; (b) are subject to Third Party Provider or Uber’s affiliate availability and acceptance of requests for transport or delivery services in your geographic area; and (c) may not be useable with all services on the Uber Platform.

Other limitations to Renewable Membership Benefits (such as a minimum order requirement) will be clearly described in your Offer, as stated to you when you sign up for a Renewable Membership, when the Renewable Membership Benefits are changed under Section 4, or when an additional or temporary benefit is notified to you by email or in the Uber Platform.

Combining Benefits

Notwithstanding the terms and conditions of other benefits offered in connection with your Renewable Membership, Uber may permit Renewable Membership Benefits to be combined with other benefits as long as such benefits do not conflict or overlap with Renewable Membership Benefits (“Other Benefits”). You should refer to the terms and conditions that apply to such Other Benefits. To the extent Uber has permitted Renewable Membership Benefits to combine with Other Benefits: (a) Other Benefits may be applied after your Renewable Membership Benefits have been applied; and (b) you can view: (i) additional savings on transportation services prior to confirming a request to book a trip; or (ii) which delivery discounts or other savings apply in the checkout screen for an order prior to placing a request for delivery services.

Savings or delivery discounts received through Renewable Membership Benefits may also be itemised in your trip or delivery receipts respectively for your individual purchases placed through the Uber Platform.

Queued Offers

If you’re currently using an offer that applies to your Uber One membership, your next queued offer (if available) will start when your current offer ends, as long as your membership has not been terminated or canceled. For offers tied to your payment card, that card must still be valid and on your account when the related offer starts. For offers tied to your employer, you must still be employed by that employer at the time the offer starts. For cancellations and to avoid charges: 1) if you are more than 48 hours before your billing day, cancel in the Uber One section of the app by selecting Manage Membership, then End Membership, and then confirming you wish to cancel your membership; or 2) if you are within 48 hours of your billing day, contact Support to cancel. Subject to your rights under consumer laws, your Recurring Payment will not be refundable. See app for available offers, details, fees, and terms.

3. CHARGES AND AUTO-RENEWALS

Recurring Payments

When you purchase a Renewable Membership, you agree to pay Uber a recurring payment stated in your Offer when you sign-up for your Renewable Membership (as changed from time to time in accordance with Section 4 of these Renewable Membership Terms) (“Recurring Payment”). You are responsible for paying all Recurring Payments incurred under your Account. The applicable Recurring Payment is in New Zealand Dollars and inclusive of GST and applicable taxes where required by law. You authorise Uber and its affiliates to charge the Recurring Payment for your first Billing Cycle to your nominated payment method on Your Billing Day, which will activate your Renewable Membership. Your Billing Cycle commences on Your Billing Day and expires at midnight on the day prior to Your Billing Day in the subsequent calendar month or year (as set out in your Offer).

Unless you select to not renew your Renewable Membership, it will automatically renew at the end of your Billing Cycle for a further Billing Cycle. You authorise Uber and its affiliates to automatically charge the Recurring Payment to your nominated payment method (or other payment method in your Uber Wallet) for each subsequent Billing Cycle. If you do not want your Renewable Membership to automatically renew, you can cancel your Renewable Membership in accordance with Section 6 of these Renewable Membership Terms.

Uber Vouchers and Gift Cards are not accepted as payment methods for your Renewable Membership.

Subject to your rights under New Zealand consumer laws and any other term in these Renewable Membership Terms, any charges made pursuant to this Section 3 are non-refundable.

Declined Payments

If your selected payment method is declined, Uber or its affiliate will prompt you for a new payment method. Uber will also automatically retry your selected payment method periodically over the course of your billing cycle to help you get back to enjoying the benefits of your membership, and/or may attempt to charge another payment method in your Uber Wallet. However, Uber reserves the right to terminate your Renewable Membership for any unpaid Billing Cycles with no further charges to you.

Neither Uber or its affiliates are responsible for any fees charged by the provider of your payment method (for example, the bank you have a payment card with) including, but not limited to, overdraft fees, insufficient funds fees, interest charges, foreign exchange fees, cross border fees, or other fees levied by the provider of your payment method (each a “Payment Provider Fee”).

Free trial offers

Uber, or third parties on behalf of Uber, may offer you a free trial or other promotional entitlement to a Renewable Membership. Such trial or promotional entitlement is subject to: (a) these Renewable Membership Terms except as otherwise stated in the Offer; and (b) any additional terms advised to you by Uber or a third party in connection with a free trial. Only one trial or promotional entitlement is available per user. Free trial eligibility is determined by Uber and Uber may limit such eligibility or duration to prevent free trial abuse. Certain limitations may be advised to you with respect to combining a free trial of the Renewable Membership with any other offers.

At the end of your applicable free trial period, your Renewable Membership will automatically renew and you will be charged the Recurring Payment stated in your Offer at the beginning of each Billing Cycle until you cancel your Renewable Membership.

4. CHANGES TO YOUR RENEWABLE MEMBERSHIP

Changes to Recurring Payment

Uber may change the Recurring Payment charged to your selected payment method from time to time. If your Recurring Payment increases we will provide you with 30 days prior notice via email or in-app before such increase takes effect. All changes will be effective after the 30 day notice period, upon the commencement of your next Billing Cycle. You may avoid these changes by cancelling your Renewable Membership in accordance with Section 6.

Changes to Renewable Membership Terms and Renewable Membership Benefits

Uber may amend these Renewable Membership Terms or the Renewable Membership Benefits from time to time. Uber will provide you with at least 30 days’ written notice in the event of a material change to these Renewable Membership Terms or the Renewable Membership Benefits that detrimentally affects your rights under these Renewable Membership Terms. Amendments will be effective upon posting of such updated Renewable Membership Terms at this location or Renewable Membership Benefits at https://www.uber.com/au/en/u/uber-one/, or such date specified in the written notice (as the case may be). Your continued use of your Renewable Membership after such posting or the expiry of the notice period (whichever is later), constitutes your consent to be bound by the amended Renewable Membership Terms or Renewable Membership Benefits (as applicable).

If you are not willing to agree to the revisions you may cancel your Renewable Membership at any time during the 30 day notice period and receive a pro-rated refund in respect of the remaining time in your then current Billing Cycle. Nothing in this section limits any rights that you have under New Zealand consumer laws including the Consumer Guarantees Act 1993.

5. UBER’S RIGHTS TO CANCEL, SUSPEND OR RESTRICT YOUR RENEWABLE MEMBERSHIP

(a) Uber may restrict you from accessing or using your Renewable Membership, in whole or in part, immediately, without notice, in circumstances where Uber reasonably suspects that:

(i) you have, or are likely to, breach these Renewable Membership Terms, the Uber Terms, the Uber Delivery Terms, the Community Guidelines, and/or any applicable law;

(ii) you have engaged in fraudulent activity in relation to, or otherwise misused, your Renewable Membership.

(b) Uber may terminate these Renewable Membership Terms with respect to you, cancel your Renewable Membership, or generally cease offering or deny access to the Renewable Membership (in whole or in part):

(i) immediately, where Uber reasonably suspects that: (A) you have, or are likely to, breach these Renewable Membership Terms, the Uber Terms, the Uber Delivery Terms, the Community Guidelines, and/or any applicable law; (B) you have engaged in fraudulent activity in relation to, or otherwise misused, your Renewable Membership; and/or (C) the Uber Terms or Uber Delivery Terms are terminated with respect to you; or

(ii) on 30 days’ written notice to you where Uber, acting reasonably, terminates these Renewable Membership Terms for any legitimate business, legal or regulatory reason.

If Uber terminates these Renewable Membership Terms or generally ceases to offer the Renewable Membership pursuant to Section 5(b)(ii), Uber or an affiliate of Uber will process a pro-rated refund to you based on charges already applied to your selected payment method for the current Billing Cycle. For clarity, subject to New Zealand consumer laws, Uber and its affiliates will not process any refund if these Renewable Membership Terms are terminated pursuant to Section 5(b)(i).

(c) Without limiting any other termination rights, Uber may terminate your Renewable Membership effective at the end of your then current Billing Cycle by providing you notice of such termination. If that happens, you will have access to your Renewable Membership Benefits until the end of your then-current Billing Cycle but your Renewable Membership will not auto-renew and you will not be charged for subsequent Billing Cycles.

6. CANCELLING YOUR PASS

You may cancel your Renewable Membership in the Uber One section in the navigation menu of your Uber or Uber Eats app. Select “Manage membership” and then select “End membership”. To avoid charges for a subsequent Billing Cycle: (1) if you are more than 48 hours before your Billing Day, cancel in the Uber One section of the applicable app as stated above; or (2) if you are within 48 hours of your Billing Day, contact Uber support at http://help.uber.com to cancel.

If you cancel your Renewable Membership, you will still have access to the Renewable Membership Benefits until the end of your then current Billing Cycle. Provided however, if you have a free trial and you cancel your Renewable Membership, then your access to your Membership Benefits will end upon cancellation. Please use http://help.uber.com to report any unauthorised charges within 60 days. Uber is not responsible for any Payment Provider Fees that you may incur.

Nothing in these Renewable Membership Terms or this section is intended to limit your rights as a consumer, including your entitlement to a refund or other applicable remedies, under New Zealand consumer laws.

7. PAUSING YOUR RENEWABLE MEMBERSHIP

You may pause your Renewable Membership for a specific time period (“Paused State”) if you are not on a free trial or a partner-sponsored offer at the time of the pause. When you pause your subscription, your Paused State will begin at the end of your current Billing Cycle. Once your Paused State expires, your Recurring Payment will continue and your Renewable Membership will automatically renew on this new Billing Cycle. You must pause at least 48 hours before your Billing Cycle to avoid being charged for the next Billing Cycle.

You can pause Uber One up to four (4) times per calendar year. During the Paused State, you will not be charged the Recurring Payment and the Membership Benefits will not apply. You also will not receive any member-specific promotions.

8. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY

LIMITATION SUBJECT TO LOCAL CONSUMER LAW

This Section 7 does not purport to limit liability or alter your rights as a consumer that cannot be excluded under applicable law, including any requirements of New Zealand consumer laws including the Consumer Guarantees Act 1993.

APPLICATION TO UBER AND ITS AFFILIATES

The limitations in this Section 7 apply to the liability of Uber and its affiliates under these Renewable Membership Terms, including in relation to the Renewable Membership and any of the Renewable Membership Benefits. Neither Uber nor any of its affiliates will be responsible or liable under or in connection with these Renewable Membership Terms for any transportation services, delivery services, Uber Services, or Items. However, an Uber affiliate may be liable to you in accordance with the Uber Terms for the Uber Services or Uber Delivery Terms for the Uber Delivery Services.

LIABILITY

Limitation of liability

If you are acquiring your Renewable Membership as a consumer, Uber's liability for a failure to comply with a consumer guarantee in the case of services supplied to you by Uber under these Renewable Membership Terms is limited to the supply of the relevant services again, or the payment of the cost of resupplying the services.

In no event shall Uber’s or its affiliates' total combined liability to you in connection with your purchase or use of your Renewable Membership for all damages, losses and causes of action (whether in contract, in tort (including negligence), in equity, by operation of law or otherwise) exceed the greater of: (a) one hundred New Zealand dollars (NZ $100); and (b) the value of the Recurring Payment(s) paid by you in respect of the Billing Cycle(s) in which the damage, loss or cause of action arose.

Exclusion of Liability

Uber’s and its affiliates’ liability to you for a breach of any condition, warranty or term of these Renewable Membership Terms that is not a breach of a consumer guarantee is also limited in the following way: Uber and its affiliates shall not be liable for indirect, incidental, special, exemplary, punitive or consequential damages, including lost profits, lost savings, lost data, death, personal injury or property damage related to, in connection with, or otherwise resulting from any use of the Renewable Membership, even if Uber or its affiliate has been advised of the possibility of such damages.

In addition, Uber and its affiliates shall not be liable for: (i) delay or failure in performance resulting from causes beyond Uber's or its affiliates’ reasonable control; or (ii) any damages, liability or losses arising out of your use of the Renewable Membership.

COMPLAINTS

Uber or its affiliate will maintain a complaints management framework, and will manage this framework in a reasonable way and in accordance with New Zealand consumer laws including the requirements of the Consumer Guarantees Act.

INDEMNITY

You agree to indemnify and hold Uber and its officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (i) your use of the Renewable Membership, including any Renewable Membership Benefits; (ii) your breach or violation of any of these Renewable Membership Terms; or (iii) your violation of the rights of any third party.

Your liability under this clause shall be reduced proportionately if, and to the extent that, Uber or its affiliate directly caused or contributed to any such Losses.

9. GOVERNING LAW; DISPUTE RESOLUTION

There are a number of mechanisms available to you to resolve any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Renewable Membership or these Renewable Membership Terms, including those relating to its validity, its construction or its enforceability (any “Dispute“). Uber or its affiliate operates a complaints process to allow you to make complaints about Uber, and Uber or its affiliate also manages refunds to you in relation to those complaints. Uber or its affiliate will operate this complaints process in a reasonable manner. In addition, you may have rights to make a complaint to fair trading or consumer law bodies in relation to applicable consumer laws, including the Consumer Guarantees Act 1993.

Except as otherwise set forth in these Renewable Membership Terms, these Renewable Membership Terms shall be exclusively governed by and construed in accordance with the laws of New Zealand, excluding its rules on conflicts of laws. The Vienna Convention on the International Sale of Goods of 1980 (CISG) shall not apply. In the event of a Dispute, either party may file an action in the courts of New Zealand or pursue final and binding arbitration or other alternative dispute resolution as agreed upon by the parties.

Any proceedings, including documents and briefs submitted by the parties, correspondence from a mediator, and correspondence, order and awards issued by an arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation set out in these Renewable Membership Terms.

10. OTHER PROVISIONS

Privacy

Our collection and use of personal information in connection with your Renewable Membership is as provided in the Uber group’s privacy notice located at https://www.uber.com/legal.

Notice

We may give notice by means of a general notice on the Uber application or website, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Uber by written communication to Uber’s address at C/- PKF Sydney, Level 8, 1 O‘Connell Street, Sydney, New South Wales.

General

You may not assign or transfer these Renewable Membership Terms in whole or in part without Uber’s prior written approval. You give your approval to Uber for it to assign or transfer these Renewable Membership Terms in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Uber’s (or its affiliate’s) equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Uber or of its affiliates as a result of the contract between you and Uber or use of the Renewable Membership.

If any provision of these Renewable Membership Terms is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of these Renewable Membership Terms but the legality, validity and enforceability of the other provisions in these Renewable Membership Terms shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of these Renewable Membership Terms. These Renewable Membership Terms, including any incorporated policies, constitute the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter. Nothing in this clause limits your rights as a consumer that cannot be excluded under applicable law, including New Zealand consumer laws. In these Renewable Membership Terms, the words “including” and “include” mean “including, but not limited to”.