Terms and Conditions

1.1

In these Terms and Conditions, the following definitions apply:

• “ROADZ”, “we”, “us” or “our” means the company operating the ROADZ platform.
• “Platform” means the ROADZ web application, software, systems, APIs and related services provided by us.
• “User”, “you” or “your” means any individual who accesses or uses the Platform.
• “Organisation” means a school, business, transport company, customer or other organisation registered on or using the Platform.
• “Customer” means an organisation or user using ROADZ to arrange, manage or request transport services.
• “Operator” means an independent coach, minibus or other transport provider using ROADZ to provide transport services.
• “Booking” means a confirmed transport requirement or journey managed through the Platform.
• “Route” means a transport route, journey, timetable, itinerary or related transportation requirement created or managed through ROADZ.
• “Passenger” means an individual travelling as part of a Booking.
• “Bid” means a price, quotation or proposal submitted by an Operator in response to a transport requirement made available through ROADZ.
• “Contract” means an agreement or transport arrangement recorded or managed through the Platform between relevant parties.
• “Services” means the software, platform functionality and related services provided by ROADZ.
• “Content” means information, documents, images, messages, data or other material uploaded, entered or transmitted through the Platform.

2.1

ROADZ provides software and technology that enables organisations and transport operators to manage transport requirements, including:

• Transport bookings
• Routes and schedules
• Passenger information
• Contracts
• Operator bids and quotations
• Transport requirements
• Communications
• Operational information
• Documents
• Invoices and related financial information
• Other transport-management activities

2.2

Unless expressly stated otherwise in writing, ROADZ is a software and technology platform and is not itself a transport operator.

2.3

ROADZ does not own, operate or maintain the vehicles used by independent transport operators using the Platform.

2.4

Operators remain responsible for their own:

• Vehicles
• Drivers
• Licences
• Insurance
• Vehicle maintenance
• Regulatory compliance
• Driver compliance
• Passenger safety
• Transport services

2.5

ROADZ does not guarantee that any particular Operator will accept a Booking, submit a Bid, remain available or provide a transport service.

3.1

You must provide accurate and complete information when creating an account.

3.2

You are responsible for ensuring that information associated with your account remains accurate and up to date.

3.3

You must not:

• Create an account using false information
• Impersonate another person or organisation
• Share your login credentials with unauthorised individuals
• Allow unauthorised persons to access your account
• Use another person's account without permission

3.4

You are responsible for all activity carried out through your account unless you can demonstrate that the activity resulted from unauthorised access that was not caused by your failure to maintain account security.

3.5

You must notify ROADZ promptly if you believe your account has been compromised.

4.1

Organisations may create multiple user accounts and assign different roles or permissions.

4.2

The organisation is responsible for:

• Managing its users
• Assigning appropriate permissions
• Removing users who no longer require access
• Maintaining accurate organisation information
• Ensuring that users act in accordance with these Terms

4.3

Actions carried out by an authorised user may be treated as actions of the organisation.

4.4

ROADZ may restrict or suspend access where we reasonably believe an account or user presents a security, legal or operational risk.

Customers using ROADZ are responsible for ensuring that information they enter into the Platform is accurate and complete.

This may include:

• Journey dates
• Pick-up and drop-off locations
• Passenger numbers
• Passenger requirements
• Route information
• Timetables
• Contract information
• Booking requirements
• Special requirements
• Access restrictions
• Operational instructions

Customers are responsible for reviewing information before confirming a Booking or making it available to Operators.

ROADZ is not responsible for errors resulting from incorrect or incomplete information supplied by a Customer.

Operators using ROADZ are responsible for ensuring that they:

• Hold all licences required to operate their vehicles
• Maintain appropriate insurance
• Operate legally and safely
• Maintain roadworthy vehicles
• Employ appropriately qualified drivers
• Comply with driver-hours requirements
• Comply with applicable transport regulations
• Provide accurate company and vehicle information
• Provide accurate Bid and quotation information
• Honour accepted transport commitments
• Inform Customers promptly of any circumstances affecting a Booking

ROADZ does not guarantee the quality, legality, availability, reliability or suitability of any Operator.

7.1

ROADZ may allow Customers to publish transport requirements to eligible Operators.

7.2

Operators may submit Bids containing pricing and other relevant information.

7.3

Submitting a Bid does not necessarily create a binding transport contract unless and until the relevant Booking or agreement is confirmed through the Platform or otherwise agreed between the parties.

7.4

Operators are responsible for ensuring that their Bids are accurate and include all relevant costs.

7.5

Unless otherwise specified, Operators should not submit Bids they do not reasonably expect to be able to fulfil.

7.6

ROADZ does not guarantee that:

• A Customer will accept a Bid
• An Operator will win a Booking
• A Booking will receive any Bids
• Any particular price will be achieved
• A particular Operator will be selected

7.7

ROADZ may display Bids, Booking requirements and relevant information to authorised users in accordance with the Platform's functionality and permissions.

8.1

Where ROADZ facilitates a transport Booking between a Customer and an independent Operator, the Operator remains responsible for providing the actual transport service.

8.2

The specific commercial and operational terms of a Booking may be recorded through:

• The Platform
• Booking confirmations
• Accepted Bids
• Contracts
• Other written agreements between the relevant parties

8.3

ROADZ is not responsible for the Operator's performance of the transport service unless ROADZ has expressly agreed otherwise in writing.

8.4

Customers and Operators are responsible for reviewing Booking details before confirming them.

8.5

Once a Booking has been confirmed, changes or cancellations may be subject to the terms agreed between the relevant parties.

9.1

Where ROADZ provides functionality for pricing, Bids, invoices or payments, the relevant prices and payment obligations will be displayed through the Platform or agreed between the relevant parties.

9.2

Unless expressly stated otherwise, ROADZ does not determine the price an Operator charges for a transport service.

9.3

Operators are responsible for ensuring that their pricing is accurate and includes all applicable costs, taxes and charges.

9.4

Where ROADZ processes payments on behalf of users, payments may be processed through third-party payment providers.

9.5

Third-party payment providers may impose their own terms and conditions.

9.6

ROADZ is not responsible for delays, failures or errors caused by a third-party payment provider.

9.7

Any disputes concerning the underlying price or transport charge should generally be resolved between the relevant Customer and Operator unless ROADZ has expressly agreed to manage the dispute.

10.1

Customers may request changes to Bookings through the Platform where functionality is available.

10.2

Operators may accept, reject or otherwise respond to change requests depending on the circumstances and applicable Booking terms.

10.3

Changes may result in:

• Revised pricing
• Revised schedules
• Additional charges
• Operator rejection
• Cancellation

10.4

Cancellation terms may be specified in the relevant Booking, Contract, Bid or agreement between the Customer and Operator.

10.5

ROADZ is not responsible for cancellation charges or losses arising from a transport agreement between a Customer and Operator unless ROADZ has expressly agreed otherwise.

11.1

We will use reasonable efforts to keep ROADZ available and operational.

11.2

However, we do not guarantee that the Platform will:

• Always be available
• Be uninterrupted
• Be completely error-free
• Be available at any particular time
• Be compatible with every device or browser

11.3

The Platform may occasionally be unavailable due to:

• Maintenance
• Updates
• Security measures
• Technical failures
• Infrastructure failures
• Third-party service outages
• Internet or telecommunications failures
• Events outside our reasonable control

11.4

We may perform planned maintenance and, where reasonably practicable, provide advance notice.

ROADZ may integrate with third-party services, including services relating to:

• Payments
• Email
• SMS
• Maps
• Authentication
• Analytics
• Cloud infrastructure
• Accounting
• Other business or transport systems

Third-party services may be subject to separate terms and privacy policies.

ROADZ does not guarantee the continued availability or functionality of third-party services.

Changes, interruptions or discontinuation of third-party services may affect some ROADZ functionality.

13.1

Users retain ownership of Content they upload to ROADZ, subject to the rights necessary for ROADZ to operate the Platform.

13.2

By uploading Content, you grant ROADZ the limited rights necessary to:

• Store the Content
• Process the Content
• Display the Content to authorised users
• Transmit the Content to relevant parties
• Back up the Content
• Provide the requested ROADZ services
• Maintain and secure the Platform

13.3

You confirm that you have the necessary rights and permissions to upload and process Content through ROADZ.

13.4

You must not upload Content that:

• Is unlawful
• Infringes another person's intellectual property rights
• Contains malicious software
• Is fraudulent or misleading
• Is abusive, threatening or defamatory
• Unlawfully exposes another person's personal information

14.1

The processing of personal data through ROADZ is governed by our Privacy Policy.

14.2

Where you upload personal information relating to passengers, employees, drivers, customers or other individuals, you are responsible for ensuring that you have an appropriate legal basis and any required permissions or notices.

14.3

Where ROADZ processes personal data on behalf of an organisation, the organisation may remain responsible for determining the purposes and means of processing that information.

14.4

Users must not use ROADZ to collect or process personal information in a manner that violates applicable data protection laws.

You must not use ROADZ to:

• Break the law
• Commit fraud
• Misrepresent your identity or organisation
• Gain unauthorised access to accounts or systems
• Attempt to circumvent security controls
• Upload malware or malicious code
• Interfere with the operation of the Platform
• Scrape or systematically extract Platform data without permission
• Reverse engineer the Platform except where expressly permitted by law
• Use automated systems to abuse Platform functionality
• Harass or threaten other users
• Upload unlawful or infringing content
• Use ROADZ for purposes unrelated to its intended transport-management functionality

We reserve the right to investigate suspected misuse.

16.1

All intellectual property rights in the ROADZ Platform, including its:

• Software
• Source code
• Interface
• Design
• Branding
• Logos
• Graphics
• Documentation
• Features
• Platform architecture

belong to ROADZ or its licensors unless otherwise stated.

16.2

Your use of ROADZ does not transfer ownership of any ROADZ intellectual property to you.

16.3

You may not copy, reproduce, modify, distribute, sell, lease or commercially exploit ROADZ or any part of the Platform without our written permission.

16.4

ROADZ may use aggregated and anonymised information derived from Platform usage to analyse, maintain and improve the Platform, provided that such information does not identify individual users where identification is not necessary.

Users may receive confidential information through ROADZ, including:

• Pricing
• Bids
• Commercial information
• Customer information
• Operator information
• Contracts
• Operational information

Users must not disclose confidential information to third parties except where:

• Required by law
• Necessary to perform the relevant Booking
• Authorised by the relevant party
• Already publicly available through no breach of confidentiality

18.1

ROADZ provides technology to facilitate interactions between Customers and Operators.

18.2

Unless expressly stated otherwise, ROADZ is not:

• An employer of an Operator's drivers
• A transport operator
• A vehicle owner
• A partner or joint venture with an Operator
• Responsible for an Operator's employees or subcontractors

18.3

Customers and Operators are responsible for their own contractual, commercial and regulatory obligations.

18.4

ROADZ does not guarantee the performance, financial standing, licensing status or continued availability of an Operator beyond any checks or verification processes ROADZ expressly states it performs.

19.1

We may suspend or restrict an account where we reasonably believe that:

• These Terms have been breached
• The account presents a security risk
• Fraudulent activity has occurred
• The account is being misused
• Payment obligations have not been met
• Suspension is necessary to comply with the law

19.2

Where reasonably practicable, we will notify the affected user before suspension.

However, immediate suspension may be necessary where required to protect the Platform, users or third parties.

19.3

Users may request closure of their account by contacting ROADZ or using available account functionality.

19.4

Termination does not automatically remove obligations that arose before termination, including payment, confidentiality, intellectual property or liability obligations.

Following account termination, ROADZ may retain certain information where necessary for:

• Legal compliance
• Accounting
• Tax records
• Dispute resolution
• Fraud prevention
• Security
• Contractual obligations
• Legitimate business purposes

Data that is no longer required will be deleted or anonymised in accordance with our Privacy Policy and applicable retention requirements.

21.1

ROADZ is provided on an “as available” basis.

21.2

To the extent permitted by law, we do not guarantee that:

• The Platform will always be available
• Platform information will always be error-free
• Every Booking will be fulfilled
• Every Operator will perform as expected
• Every Bid will be accurate
• A particular transport service will be available
• The Platform will meet every user's specific requirements

21.3

Users remain responsible for verifying important Booking, pricing, passenger and operational information before relying on it.

22.1

Nothing in these Terms excludes or limits liability that cannot legally be excluded or limited, including liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation.

22.2

To the maximum extent permitted by law, ROADZ will not be liable for:

• Indirect or consequential loss
• Loss of profit
• Loss of revenue
• Loss of business
• Loss of opportunity
• Loss of goodwill
• Loss of anticipated savings
• Loss resulting from an Operator's failure to provide transport
• Loss resulting from a Customer's failure to provide accurate information
• Loss caused by third-party services
• Loss caused by internet or telecommunications failures
• Loss caused by events outside our reasonable control

22.3

Subject to applicable law, ROADZ's total aggregate liability arising from your use of the Platform shall not exceed the greater of:

• (a) the fees paid by you to ROADZ during the twelve months preceding the event giving rise to the claim; or
• (b) £1,000.

22.4

Nothing in these Terms makes ROADZ responsible for the acts or omissions of an independent Operator where ROADZ is acting solely as a technology platform.

You agree, to the extent permitted by law, to indemnify ROADZ against losses, claims, liabilities, costs and reasonable legal expenses arising from:

• Your breach of these Terms
• Your unlawful use of the Platform
• Your Content
• Your infringement of another person's rights
• Your misuse of personal data
• Your violation of applicable law
• Your actions that cause a third party to bring a claim against ROADZ

This clause does not apply to the extent that the relevant loss was caused by ROADZ's own negligence, wilful misconduct or breach of these Terms.

If you have a complaint regarding ROADZ itself, you should contact us using the details provided on the Platform or our website.

Where a dispute relates specifically to transport services provided by an independent Operator, the relevant Customer and Operator should first attempt to resolve the matter directly.

ROADZ may assist with communication or provide relevant Platform records where appropriate, but does not automatically become responsible for disputes arising from the underlying transport service.

ROADZ will not be liable for delays or failures caused by circumstances beyond our reasonable control, including:

• Natural disasters
• Severe weather
• Fire
• Flood
• War
• Terrorism
• Civil unrest
• Government action
• Strikes
• Power failures
• Internet failures
• Telecommunications failures
• Cybersecurity incidents
• Cloud infrastructure failures
• Third-party service failures
• Epidemics or pandemics
• Other events outside our reasonable control

We will use reasonable efforts to restore affected services where possible.

ROADZ may modify, update or discontinue features of the Platform from time to time.

Changes may be necessary to:

• Improve functionality
• Improve security
• Comply with legal requirements
• Introduce new features
• Remove obsolete functionality
• Improve performance

Where a material change significantly affects your use of ROADZ, we will provide reasonable notice where practicable.

We may update these Terms from time to time.

The updated version will be published on the ROADZ website or Platform.

Where changes are material, we may notify users through the Platform, email or another appropriate method.

Your continued use of ROADZ after the effective date of updated Terms constitutes acceptance of the updated Terms, to the extent permitted by law.

Unless expressly stated otherwise, these Terms do not create any rights for third parties to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.

If any provision of these Terms is determined to be invalid, unlawful or unenforceable, that provision shall be modified or removed to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

A failure or delay by ROADZ to exercise any right or remedy under these Terms does not constitute a waiver of that right or remedy.

These Terms, together with any applicable:

• Booking terms
• Contracts
• Pricing agreements
• Service agreements
• Privacy Policy
• Other documents expressly incorporated into these Terms

constitute the agreement between you and ROADZ regarding your use of the Platform.

These Terms and any dispute or claim arising from them shall be governed by the laws of England and Wales, unless otherwise required by applicable law.

The courts of England and Wales shall have jurisdiction over disputes arising from or relating to these Terms, subject to any mandatory rights or protections available under applicable law.

If you have questions regarding these Terms and Conditions, please contact:

• ROADZ
• Email: info@roadz.co
• Website: https://dev.roadz.co