Terms and Conditions

1. Parties, scope and acceptance

1.1 Website and services. These Terms and Conditions (Terms) govern access to and use of the iArriv website, including its pages, content and online features, and the iArriv web application, related software, trials, subscriptions, support and other services we provide (together, the Service). They apply to website visitors and users of free and paid services, whether or not they hold an account or subscription.

1.2 Supplier. The Service is supplied by iArriv, of C/- 32 Earthmover Crescent, Burbush, Hamilton 3200, New Zealand (iArriv, we, us or our).

1.3 Acceptance and meaning of Customer. By accessing or using the Service, creating an account, starting a trial or subscribing, you agree to these Terms. Customer, you and your mean the individual accessing or using the Service in their own capacity, or the organisation on whose behalf the Service is accessed or used. If you act on behalf of an organisation, you represent that you have authority to bind it. Where an account is created for an organisation, that organisation is the Customer.

1.4 Application of particular provisions. General provisions concerning permitted use, intellectual property, confidentiality where applicable, disclaimers, excluded losses, liability, disputes and governing law apply to website use as well as the other services. Account, subscription, payment and Customer Data obligations apply where relevant to the features or services you use. Merely browsing the public website does not create a paid subscription or an obligation to pay subscription Fees. References to the Service in sections 12, 14 and 15 include the website and its content as well as the application and other services.

1.5 Business use and mandatory rights. Paid subscriptions are intended for business use. By subscribing on behalf of a business, you represent that you acquire the Service in trade for business purposes. Where both parties supply and acquire the Service in trade, the agreement is in writing, and it is fair, reasonable and otherwise lawful to do so, the parties agree to contract out of the Consumer Guarantees Act 1993 and only those provisions of the Fair Trading Act 1986 that may lawfully be contracted out of. This provision does not assume that every website visitor acts in trade and does not exclude any right or remedy that cannot lawfully be excluded.

2. The Service

iArriv provides visitor, contractor, staff and delivery arrival-management tools, including sign-in and sign-out workflows, recipient selection, notifications, records, administrative settings and subscription management.

We may improve, alter, replace or discontinue features where reasonably necessary for security, legal compliance, service reliability or product development. We will give reasonable notice of a material reduction in core paid functionality where practicable.

The Service assists with recordkeeping and workflows but is not legal, health and safety, emergency, identity-verification, security, employment or professional advice. It is not a substitute for the Customer's own site controls, emergency procedures, statutory records, supervision, backups or professional advice.

3. Customer responsibilities

The Customer is responsible for:

You must not use the Service unlawfully; to harm, monitor or discriminate against a person unlawfully; to upload malicious code; to interfere with the Service; to obtain unauthorised access; to conduct security testing without written consent; or to store special-category, highly sensitive or regulated information unless we have expressly agreed in writing.

• the lawfulness, accuracy and appropriateness of all information, notices, instructions and content entered into the Service;
• obtaining all notices, permissions, consents and lawful grounds required to collect and use personal information;
• configuring retention periods, recipients, notifications, site rules, emergency information and access permissions correctly;
• maintaining independent records and backups where information is important to safety, legal compliance, payroll, insurance, investigation or business continuity;
• keeping administrator PINs, passwords, devices and account credentials secure;
• promptly removing access for people who are no longer authorised;
• verifying that notifications and integrations operate as expected; and
• complying with all applicable privacy, employment, health and safety, recordkeeping, marketing and other laws.

4. Accounts and security

You must provide accurate account information and keep it current. You are responsible for activity performed through your account, except to the extent caused by our breach of these Terms.

You must notify us promptly at [SUPPORT EMAIL] if you suspect unauthorised access, credential compromise or a security incident. We may suspend access where reasonably necessary to protect the Service, the Customer, individuals or other customers.

Trusted-device and PIN functions reduce risk but do not guarantee identity, authorisation or security. The Customer remains responsible for physical device security and deciding who may access administrative functions.

5. Trials, subscriptions and payment

5.1 Subscription details and currency. Subscriptions are purchased per organisation. Your selected plan, billing interval, Fees and any applicable usage limits are those expressly shown and accepted at checkout, in the billing portal or in a written order form agreed between the parties (Subscription Details). The Subscription Term is the monthly or annual billing period specified in your Subscription Details. All Fees and other monetary amounts under these Terms are stated and payable in United States dollars (USD). References to dollars or $ mean USD. Fees means the subscription fees and other charges expressly payable under these Terms and your Subscription Details.

5.2 Free trials. New eligible Customers may receive a 14-day free trial without providing a payment card. Unless a paid subscription is activated, access may be restricted when the trial ends. An unused trial account and its data may be permanently deleted 30 days after the trial begins. Trial eligibility is limited to one trial per Customer unless we agree otherwise.

5.3 Advance payment and refunds. Subscription Fees are payable in advance for each Subscription Term. All other Fees are also payable in advance through Stripe. If the Customer cancels or terminates, Fees already paid are non-refundable and unused portions are not credited, except as required by law or expressly agreed in writing. If iArriv terminates, we will refund the unused proportion of prepaid Fees under section 12.8. Nothing in these Terms limits a refund, right or remedy that cannot lawfully be excluded.

5.4 Renewal and payment authorisation. Paid subscriptions renew automatically for successive Subscription Terms of the same duration until cancelled under section 5.11 or terminated under section 12. You authorise us and our payment provider, Stripe, to use your supplied payment credentials to collect Fees, applicable taxes and other amounts properly due under these Terms, including renewal Fees and additional Fees under section 5.5. You must maintain a valid payment method and accurate billing details. Payment processing is subject to the applicable payment provider's terms and section 9. iArriv does not store full payment-card details.

5.5 Usage limits and additional Fees. You must notify us promptly if you exceed, or cease to comply with, any usage restriction expressly included in your Subscription Details, including any specified limit on users, sites or other licensed usage. If you notify us, or we reasonably determine that you have exceeded an agreed limit, we may adjust your subscription to cover your actual usage and charge the corresponding additional Fees using the rates or upgrade method already agreed in your Subscription Details. We will give you written details of the relevant limit, usage, adjustment, calculation and effective date before collecting the additional Fees. Where no applicable rate or upgrade method has been agreed, we will seek your agreement to the proposed Fees; until then, we may enforce the existing usage limit. Additional Fees properly due will be collected through Stripe using your authorised payment method. This clause does not introduce limits that were not included in your Subscription Details.

5.6 Payment through Stripe. All Fees and applicable taxes must be paid through Stripe using the payment methods made available by iArriv at checkout or in the billing portal. We do not offer payment on invoice, credit terms or deferred payment arrangements. Subscription Fees are due before the start of each paid Subscription Term, including each renewal. You must promptly notify us of any apparent billing error or duplicate charge so it can be investigated.

5.7 Overdue amounts and suspension. Following a failed payment, we may grant a seven-day grace period before restricting access. Fees remain payable during any grace period. If payment remains overdue after any applicable grace period, we may withhold or suspend access or terminate in accordance with section 12. We will investigate a promptly notified, genuine billing dispute and will not suspend or terminate solely for non-payment of the genuinely disputed amount while that investigation is pending; undisputed amounts remain payable when due.

5.8 Pricing reviews and changes. To the extent permitted by applicable law, we may review and change our Fees at any time without advance notice to you. There is no fixed percentage or automatic price increase. Updated Fees will be available on the applicable pricing page or in the billing portal. For an existing subscription, the Fees in effect at the time of renewal apply from the start of the next Subscription Term and may be charged under section 5.4. Changes do not alter Fees for a period already paid for. You may cancel renewal under section 5.11. This section governs changes to Fees under the existing Terms, notwithstanding the general advance-notice provision in section 18; it does not remove any notice, consent, cancellation or refund requirement imposed by applicable law.

5.9 Taxes and withholding. Fees exclude GST and any other applicable transaction taxes, duties or similar assessments unless expressly stated otherwise. You are responsible for those amounts where lawfully chargeable in connection with the Service, but not taxes on iArriv's net income. If law requires you to deduct or withhold an amount from a payment, you must make and remit the required deduction, promptly provide evidence of remittance, and, to the extent permitted by law, increase the payment so that iArriv receives the net amount it would have received without that deduction. The parties will reasonably cooperate to obtain any available lawful withholding exemption or reduction.

5.10 Payment in full and transfer costs. To the extent permitted by law and subject to section 5.7, amounts properly payable must be paid in full without set-off, counterclaim or deduction, except a withholding required by law and addressed under section 5.9. This does not prevent you from bringing a separate claim or exercising any right that cannot lawfully be excluded. You are responsible for bank, foreign-exchange, electronic funds transfer and similar charges imposed on you by your own bank or payment service in making a payment. This clause does not itself impose an additional iArriv payment-processing surcharge.

5.11 Customer cancellation or termination. You may cancel renewal at any time through the billing portal, in which case access continues until the end of the paid Subscription Term. Alternatively, you may terminate these Terms and your access at any time by written notice under section 12.6, with immediate effect or on a later date specified in your notice. Neither option entitles you to a refund or credit of unused prepaid Fees, subject to section 5.3 and mandatory legal rights. Cancellation or termination stops further renewal from its effective date and does not remove amounts already properly due.

5.12 Billing changes. If you upgrade from monthly to annual billing, the price, credit and effective date shown and accepted at checkout or in the billing portal apply. We will not knowingly maintain more than one active subscription for the same organisation. You must promptly report any apparent duplicate subscription or charge.

5.13 Account access and deletion. After a paid subscription ends, the account may be locked and routed to billing for reactivation. Unless law or a written agreement requires longer retention, we may delete Customer Data 30 days after paid access ends. Reactivation before deletion does not guarantee restoration of all data. Section 7 also applies.

6. Customer data and privacy

As between the parties, the Customer retains its rights in information submitted to the Service (Customer Data). The Customer grants us a non-exclusive right to host, copy, transmit, process, secure, back up and otherwise use Customer Data only as needed to provide, protect, support and improve the Service, comply with law and exercise our rights under these Terms.

For personal information that the Customer collects through the Service, the Customer ordinarily determines why and how that information is collected and is responsible for notices and lawful use. We act as the Customer's service provider or processor where applicable. We may separately act as an agency or controller for account, billing, security, support and service-improvement information as described in the Privacy Policy.

The Privacy Policy forms part of these Terms.

7. Retention, export, deletion and backups

The Service may retain sign-in records for up to seven years by default unless the Customer deletes them, selects a different available setting, or law requires otherwise. This is a product setting, not a promise that any record will be available for seven years.

The Customer must export or copy information it needs before cancelling, closing or deleting an account. We may provide recovery tools for recently deleted records, but recovery is not guaranteed. Deleted data may remain in encrypted backups, logs or disaster-recovery systems for a limited period before being overwritten and may be retained where required by law, security, fraud prevention, dispute resolution or legal hold.

No computer system is infallible. To the maximum extent permitted by law, we do not warrant that Customer Data will never be lost, corrupted, altered, delayed, unavailable or accessed without authorisation. The Customer must maintain independent backups and continuity procedures proportionate to the importance of its data.

8. Service availability and support

We aim to provide a reliable Service but do not guarantee uninterrupted, error-free, secure or always-available operation. Planned maintenance, urgent maintenance, internet or power failure, hosting or payment-provider failure, device or browser behaviour, malicious activity and events outside our reasonable control may affect availability.

Unless a separate written service-level agreement applies, support and restoration targets are goals only and not warranties.

9. Third-party services

The Service may depend on or link to third-party services, including hosting, email, payment, domain, analytics and infrastructure providers. Those services are governed by their own terms and privacy practices. We are not responsible for third-party acts, omissions, outages, pricing, changes, security incidents or data handling, except to the extent liability cannot lawfully be excluded or the event was directly caused by our failure to use reasonable care in selecting or managing a provider.

10. Intellectual property

We and our licensors own the Service, software, designs, trade marks, documentation, improvements and all related intellectual property. Except for the limited right to use the Service during an active trial or subscription, no rights are transferred to the Customer.

Feedback may be used by us without restriction or payment, provided we do not identify the Customer publicly without permission.

11. Confidentiality

Each party must protect the other's confidential information using at least reasonable care and may use it only to perform or receive the Service. This obligation does not apply to information that is public without breach, independently developed, lawfully received without restriction, or required to be disclosed by law. Where lawful, the receiving party will give advance notice of compelled disclosure.

12. Suspension and termination

12.1 Suspension. We may suspend access immediately to the extent reasonably necessary to address unlawful use, a material security risk, infringement, abuse, harm to the Service or others, or non-payment after any applicable grace period under section 5. We will notify you as soon as reasonably practicable, unless prohibited by law, and restore access when the grounds for suspension have been resolved, unless these Terms have been terminated.

12.2 Breach of Customer obligations. We may terminate these Terms and your access to the Service with immediate effect by written notice if you breach any of your obligations under section 3 (Customer responsibilities) or section 5 (Trials, subscriptions and payment). For non-payment, this right applies only after any payment grace period we have granted under section 5 has expired. The 30-day remedy period in section 12.3 does not apply to termination under this section 12.2.

12.3 Material breach. Either party may terminate these Terms by written notice to the other party if the other party materially breaches these Terms and the breach: (a) is incapable of remedy; or (b) is capable of remedy but remains unremedied 30 days after the breaching party receives written notice describing the breach and requiring it to be remedied. Termination takes effect when the termination notice is received or on any later date stated in that notice.

12.4 Insolvency. To the extent permitted by applicable law, either party may terminate these Terms with immediate effect by written notice if the other party:

(a) becomes insolvent, is generally unable to pay its debts, or generally fails to pay its debts as they fall due;

(b) files, or has filed against it, an application or petition for bankruptcy, liquidation or administration, or becomes subject, voluntarily or involuntarily, to any analogous insolvency proceeding in any jurisdiction;

(c) makes or seeks to make a general assignment or arrangement for the benefit of its creditors; or

(d) applies for, or has appointed over it or a material part of its property or business, a receiver, liquidator, administrator, trustee, custodian or similar officer.

12.5 Prolonged force majeure. Either party may terminate these Terms with immediate effect by written notice if an event described in section 17 prevents or materially impedes performance of a material obligation under these Terms for more than 30 consecutive days.

12.6 Termination at any time and notices. Either party may terminate these Terms and the Customer's subscription at any time, for any reason or without giving a reason, by written notice to the other party in accordance with section 20. Termination takes effect when the notice is received or on a later date specified in the notice. iArriv may exercise this right for an individual subscription or when discontinuing the Service generally. This is an independent right and does not require a breach, insolvency or force majeure event, or expiry of the remedy period in section 12.3. However, iArriv must not use this right solely to bypass an expressly granted payment grace period or the billing-dispute protection in section 5.7. The Customer may instead cancel renewal under section 5.11.

12.7 Effect of termination. When termination takes effect, the Customer's right to use the Service ends and subscription renewal must cease. Amounts properly accrued up to termination remain payable, subject to section 12.8. Account retention and Customer Data deletion are governed by sections 5.13 and 7. Termination does not affect accrued rights or liabilities. Provisions intended by their nature to survive continue, including refund obligations, confidentiality, intellectual property, disclaimers, liability limits, indemnities, disputes and applicable data-handling obligations.

12.8 Refund when iArriv terminates. Whenever iArriv terminates under this section, including for breach or discontinuation of the Service, we will refund the unused proportion of Fees actually paid in advance for the period after termination takes effect. For a time-based Fee, the refund equals the amount actually paid for the relevant period multiplied by the proportion of that period remaining after the effective termination time. Any prepaid future period that has not begun will be refunded in full. Any other prepaid Fee for a service not supplied will be refunded to the extent that service remains unsupplied. Amounts already refunded or credited will not be refunded twice. We will include the corresponding GST or other tax adjustment and process the refund within 30 days after termination, using the original payment method where practicable or another method agreed with the Customer. No administration or termination fee will be deducted. This refund obligation is not excluded by section 14 or limited by section 15. If the Customer initiates termination, section 5.3 applies, including its protection of mandatory legal rights.

13. Warranties and disclaimers

We warrant that we will provide the Service with reasonable care and skill. Except for that express warranty and any guarantee or right that cannot lawfully be excluded, the Service is provided on an "as is" and "as available" basis.

To the maximum extent permitted by law, we exclude all implied warranties, representations, conditions and guarantees, including fitness for a particular purpose, merchantability, accuracy, uninterrupted availability, compatibility, data preservation, recovery, non-infringement and achievement of any business, compliance, safety or financial outcome.

The Customer acknowledges that it has assessed whether the Service is suitable for its requirements and does not rely on the Service as its sole system of record, emergency control or compliance mechanism.

14. Excluded losses

14.1 Types of excluded loss. Subject to section 15.4 and to the maximum extent permitted by law, neither party is liable to the other for:

(a) any indirect, incidental, special or consequential loss, or exemplary or punitive damages; or

(b) any loss of profit, revenue, business, opportunity, anticipated savings, goodwill, reputation, use or data, or the cost of reconstructing, restoring or replacing lost or corrupted data, whether that loss or cost is direct or indirect.

These exclusions apply to claims arising out of or relating to the Service or these Terms, whether in contract, tort (including negligence), equity, statute or otherwise, and whether or not the possibility of the loss was disclosed or foreseeable.

14.2 Customer and third-party causes. Subject to section 15.4 and to the maximum extent permitted by law, iArriv is not liable to the extent a loss is caused by the Customer's breach of these Terms; inaccurate or incomplete Customer Data; incorrect configuration or use of the Service; failure of a Customer-controlled device, network, browser or integration; or failure to maintain appropriate independent records, backups, security controls or emergency procedures. Responsibility for third-party services remains governed by section 9.

14.3 Remaining direct losses. Direct losses caused by iArriv's breach that are not excluded by sections 14.1 or 14.2 remain subject to section 15. This applies, for example, to otherwise recoverable direct losses arising from missed, delayed or misdirected notifications, service interruption or a security incident. An event of that kind does not override the exclusions in section 14.1 or create a guarantee of any safety, compliance, insurance or business outcome.

14.4 Payment obligations. This section does not excuse the Customer from paying fees properly due under section 5.

15. Liability cap

15.1 Paid Customers. Subject to section 15.4 and to the maximum extent permitted by law, iArriv's total aggregate liability arising out of or relating to the Service, these Terms and all connected events is limited to five times the total fees actually paid or payable by the Customer for the Service during the 12 months immediately before the first event giving rise to liability.

15.2 Customers who have paid no fees. If the Customer has paid no fees for the Service before the first event giving rise to liability, iArriv's total aggregate liability is limited to USD 1 (one United States dollar), in place of the amount under section 15.1, subject to section 15.4 and to the maximum extent permitted by law.

15.3 Application of cap. The applicable cap applies collectively to all claims and causes of action, whether in contract, tort (including negligence), equity, statute or otherwise. It is not a separate allowance for each claim and is not increased by the number of events, users, affected individuals or legal grounds relied upon.

15.4 Exceptions and mandatory rights. Nothing in these Terms excludes or limits iArriv's refund obligations under section 12.8, liability for fraud, fraudulent misrepresentation or wilful misconduct, or any liability, right or remedy that cannot lawfully be excluded or limited. Sections 14 and 15 apply only to the extent permitted by applicable law and do not restrict a regulator's powers or the rights of individuals who are not parties to these Terms.

15.5 Contributory loss and mitigation. To the extent permitted by law, recoverable loss is reduced to the extent that the Customer or another person caused or contributed to it, or the Customer failed to take reasonable steps to mitigate it.

16. Customer indemnity

To the maximum extent permitted by law, the Customer indemnifies iArriv and its personnel against third-party claims, regulatory costs and reasonable expenses arising from the Customer's unlawful Customer Data, failure to provide required privacy notices or obtain authority, infringement of third-party rights, misuse of the Service, or breach of sections 3 or 4.

The indemnity does not apply to the extent the claim was caused by our breach, negligence, wilful misconduct or unlawful act. We must notify the Customer promptly, allow reasonable control of the defence and settlement, and provide reasonable cooperation. No settlement may admit fault by or impose a non-monetary obligation on us without our consent.

17. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, epidemic, war, civil disorder, labour disruption, utility or telecommunications failure, cyberattack by a third party, government action or widespread failure of hosting or internet infrastructure. This does not excuse payment obligations already due. The affected party must take reasonable steps to reduce the impact.

Either party may terminate these Terms in the circumstances set out in section 12.5.

18. Changes to these Terms

We may update these Terms for legal, security, operational or product reasons. We will give reasonable advance notice of a material adverse change. Continued use after the effective date constitutes acceptance. If a material adverse change is unacceptable, the Customer may cancel before it takes effect.

19. Disputes and governing law

Before starting proceedings, a party must give written notice describing the dispute and allow at least 20 working days for good-faith resolution discussions. Either party may seek urgent interim relief at any time.

These Terms are governed by New Zealand law. The New Zealand courts have non-exclusive jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20. General

The Customer may not assign these Terms without our consent, not to be unreasonably withheld. We may assign them as part of a bona fide restructuring, financing, merger or sale of all or substantially all of the relevant business, subject to continued protection of Customer Data.

If any provision is invalid or unenforceable, it will be modified to the minimum extent needed and the remainder continues. Delay in exercising a right is not a waiver. These Terms, the Privacy Policy, the displayed subscription terms and any signed order form comprise the entire agreement. An order form prevails only where it expressly states that it overrides a section of these Terms.

Notices to iArriv must be sent to support@iarriv.com. We may send notices to the account or billing email.