Applicability of these Terms
- These Terms apply to your access to and use of our APIs, including Rate Finder, Tracking, Tracking Notification and Locator.
- By using or applying to use our APIs, you agree to be bound by these Terms. If you do not accept our Terms then you must not access or use our APIs.
- The agreement between you and us governed by these Terms will commence on the date upon which you agree to these Terms and will continue until you stop using our APIs or we terminate your access to the APIs, or terminate the agreement, or both.
Application to access to our APIs
- In order to access and use our APIs you to need to apply for a Licence Key for the API you wish to use.
- All information in your application must be accurate, up-to-date, true and not misleading in any way and we may immediately terminate your access to any API if you breach this clause.
- If we issue a Licence Key to you:
- you must keep that Licence Key secure; and
- you must only use that Licence Key yourself and you must not transfer the Licence Key to, or otherwise allow the Licence Key to be used by, any other person.
Use of our APIs
- Once we issue you with a Licence Key for an API, you are granted a non-exclusive, non-transferable licence under our Intellectual Property Rights in the API, to use the API for the specific purposes you described in your application form and any additional approved purposes stated on our website at nzpost.co.nz/products-services/iphone-apps-apis or on any replacement webpage(Purpose).
- You must not use or access our APIs for any purpose other than the Purpose approved by us.
- Without limiting clause 9, you must not use any API to:
- copy, scrape or store any Data from our website or systems; or
- re-sell any Data, or any service using that Data, to any other person, except as stated on our website at nzpost.co.nz/products-services/iphone-apps-apis or on any replacement webpage.
- If you use our APIs to enhance a service offered to your customers, you must ensure you operate that service:
- lawfully and ethically; and
- in a manner that does not damage or adversely affect our reputation or the reputation of the APIs or our services.
- We will review our APIs regularly and we may modify, add, replace or upgrade any or all of our APIs at any time at our discretion (Modification).
- You may discontinue use of our APIs following a Modification, provided that your continued use of the APIs following a Modification will be deemed to be your acceptance of that Modification.
- Any Data we supply or make available to you under these Terms is supplied on an “as is” basis, without warranties of any kind, and your use of the Data is at your sole risk.
- We reserve the right to change the Data (including the file structure of the Data) at any time.
- Any Data that is the property of third parties may be subject to third party terms and conditions as well as the terms contained in this document (Data Terms).
- You agree to comply with the Data Terms notified by us in writing from time to time, including the Land Information New Zealand (LINZ) additional terms set out below.
- If you or your customers breach any of the Data Terms, we may immediately terminate your access to any API.
- We will track your use of our APIs and the Data in order to identify any use of the APIs outside of the permitted uses set out in these Terms.
LINZ Additional Terms
- Some of our APIs involve the use of our Data and Data belonging to third parties. You acknowledge and agree that LINZ and the Crown hold absolutely and exclusively certain material which has been licensed to us and incorporated into the Data, and that LINZ and the Crown do not assign any copyright or other intellectual property rights in such material either to us or you.
- You further acknowledge and agree that LINZ and the Crown shall not, in any circumstances, be liable for any loss or damage (even if LINZ or the Crown has been advised of the possibility of such loss or damage, and including, without limitation, any direct loss, indirect loss, consequential loss, loss of profits, business interruption loss or loss of data) suffered by you or any other person in connection with these Terms.
- In the event that any exclusion of liability of LINZ or the Crown set out in these Terms is inapplicable, or is held unenforceable, the liability of each of LINZ and the Crown under or in connection with these Terms, or arising out of any use, reproduction, modification, or creation of compilations or derivative works of or from the Data (by you or any other person), whether that liability arises in tort (including negligence), equity or any other basis, shall be limited to the fees paid by us for the material incorporated in the Data which gave rise to the loss or damage, exclusive of GST.
- For the purposes of the Contracts (Privity) Act 1982, clauses 20 to 23 of these Terms confer a benefit on, and are enforceable by, LINZ and the Crown.
- You must not, and you must ensure that your customers do not:
- use or access the APIs or the Data other than in accordance with the Purpose and these Terms;
- use or access the APIs or the Data for the purpose of carrying out, or enabling a third party to carry out, batch cleansing of records;
- use or access the APIs or the Data for the purpose of productising or commercialising those elements to use or make available a competing service;
- use or access the APIs or the Data for any illegal, immoral, defamatory or unethical purposes, or in any way that breaches the rights of any person;
- use or access any software, systems, Data or materials under or in connection with these Terms other than those you are expressly permitted to use and access under these Terms;
- copy, modify or reverse engineer any software used by us or our licensors;
- damage, disrupt or interfere with the APIs, the Data or any other software or systems used by us or our licensors; or
- copy, reproduce, publish, sell, let, modify, extract or otherwise part with possession of the whole or any part of any API or the Data or relay or disseminate the same to any third party, other than as expressly permitted by these Terms.
- You must, and must ensure that your customers who use your services:
- comply with all reasonable security requirements that we notify to you from time to time; and
- limit use of, and access to, the APIs and the Data to those persons authorised by you to use and access the APIs and the Data.
Fees and payment
- Any fees charged by us in relation to accessing and using our APIs will be set out on our website. By accepting these Terms, and accessing and using our APIs, you agree to pay these fees.
- If we change our fees for accessing and/or using our APIs or any of them, we will notify you and give you at least 60 days to cease using the APIs to avoid paying any new fees, or amended fees (as the case may be).
Intellectual property and confidentiality
- We and our third party licensors own all rights, title and interest, including Intellectual Property Rights, in and to:
- the APIs and the Data;
- all other software and systems used by us and our licensors in connection with the APIs and the Data; and
- any other documents or materials you access through the APIs.
- While you may use your own trade marks on the version of the service that you provide using the APIs, you must:
- not use any of our trade marks or logos without our express written approval;
- comply with all guidelines and requirements issued by us regarding use of any of our trade marks or logos; and
- not remove or tamper with any logos, business names or trade marks, or disclaimer or copyright notice attached to or used in relation to the APIs, the Data or our services.
- You must not promote or provide any goods or services in any way which is misleading or deceptive or which suggests the goods or services are provided or endorsed by, or in any way affiliated with, us or any other member of the NZ Post group.
- You agree to keep confidential all information obtained from us in any form, including all Data, (Confidential Information), and will not disclose that Confidential Information to any person, or use that Confidential Information other than for the Purpose, without our consent.
- You shall ensure that your employees, contractors and agents abide by the obligations of confidentiality contained in these Terms.
- The obligations of confidentiality contained in these Terms do not apply to Confidential Information to the extent that it:
- is required to be disclosed by law;
- is generally known and available to the public without you having breached your confidentiality obligations under these terms;
- has been independently developed without the benefit or use of our Confidential Information;
- has been lawfully acquired from a third party who had the right to disclose it; or
- is already lawfully in your possession.
- Either you or we may terminate the agreement formed by these Terms and your access to the APIs at any time on 30 days’ written notice to the other party.
- We may immediately terminate the agreement formed by these Terms and your access to the APIs by giving written notice to you if:
- you breach (or your customer breaches) these Terms and/or the Data Terms and that breach cannot be remedied within 20 days of you receiving notice specifying the nature of that breach and requiring it to be remedied;
- you cease or threaten to cease to carry on all or substantially all of your business or operations, are declared or becomes bankrupt or insolvent, are unable to pay your debts as they fall due, enter into a general assignment of your indebtedness or a scheme of arrangement or composition with your creditors, have a liquidator, receiver or manager appointed in respect of any of your assets or take or suffer any similar or analogous action in consequence of debt;
- we are no longer permitted by our licensors to provide any component of the APIs or the Data.
- On termination of the agreement formed by these Terms for any reason:
- you must cease, and you must ensure that your customers cease, all use of, and access to, the APIs, the Data and any of our other Intellectual Property Rights or Confidential Information;
- you must delete all Licence Keys and all Data in your possession or control; and
- those clauses of these Terms which by their nature are intended to survive termination will continue to apply.
Warranties and liability
- To the maximum extent permitted by law, we exclude all warranties, representations and conditions in relation to the APIs and the Data (whether express or implied), including any warranties of availability, merchantability, fitness for purpose or non-infringement.
- In particular, you acknowledge that we and our related companies do not warrant or represent that the APIs will operate without interruption, will be error-free, will meet your or your customers’ requirements or that all errors can or will be corrected.
- You acknowledge that you are using and accessing the APIs for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to the APIs or the Data.
- To the maximum extent permitted by law, we exclude all liability to you and any third party for any loss, damage, cost or expense suffered or incurred by you or them arising directly or indirectly from your use of, or access to, the APIs or the Data or otherwise arising in connection with these Terms, and whether in contract, tort (including negligence), statute or otherwise, and even if we have been advised of the possibility of such loss, damage, cost or expense.
- If we are liable to you or any third party under or in connection with these Terms for any reason, our maximum aggregate liability, whether in contract, tort (including negligence), statute or otherwise, is limited to the greater of $100 and the total fees you paid us in the 12 months preceding the date on which our liability first arose.
- You indemnify us from and against any claim, proceeding, damage, liability, loss, cost or expense (including legal costs on a solicitor and own client basis), whether arising in contract, tort (including for negligence), statute or otherwise, arising out of or in connection with your or your customer’s breach of these Terms or any act or omission by you or your customer in relation to the APIs or the Data.
- You must and you must ensure that your customers:
- comply with the requirements of the Privacy Act 2020 and any other applicable law or regulations relevant to the possession or use of the APIs or the Data;
- ensure that all use of the Data is consistent with our registration under the Postal Services Act 1998 (and any other legislation or regulations applicable to us).
- Without limiting any other part of these Terms, we will not be responsible or liable for any failure or delay to perform our obligations due to any cause that is beyond our reasonable control or any failure by you to comply with these Terms.
- You acknowledge that we are not restricted from providing any product or service offering ourselves that may be identical or similar to any product or service offering you provide, including any product or service offering that you provide in relation to the APIs and/or the Data.
- If you provide any feedback on our APIs or our services or participate in any forum relating to our APIs, you agree that we may use your suggestions, comments or other feedback in providing and improving the APIs and services we offer.
- Each notice or other communication under these Terms must be in writing and be made by email, personal delivery or by post to the relevant addressee or, in the case of notices given by us, may be given by posting the notice on our website at www.nzpost.co.nz/products-services/iphone-apps-apis or on any replacement webpage. If a notice or other communication is given by email, personal delivery or post, it is deemed to be received by the addressee:
- in the case of an email, on receipt of transmission on the working day on which it is dispatched or, if it is dispatched after 5.00pm (in the place of receipt) or on a non-working day, then on the next working day after the date of dispatch;
- in the case of personal delivery, when delivered; and
- in the case of a letter, on the third working day after posting.
- No failure or delay by either of us to exercise any right or remedy under these Terms will be construed or operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. No waiver will be effective unless in writing and signed by the relevant party.
- If any provision of these Terms is held invalid, unenforceable or illegal for any reason, our agreement with you will remain otherwise in full force apart from such provisions, which will be deemed deleted.
- These Terms are governed by the laws of New Zealand and you and we submit to the non-exclusive jurisdiction of the New Zealand Courts.
API means any of our APIs that you access. Our current APIs include Rate Finder, Tracking, Tracking Notification and Locator.
Data means any data that we, at our discretion, provide or make available to you through the APIs.
Intellectual Property Rights means any copyright, patent, trade mark; design right, trade secret, eligible layout, or other industrial or intellectual property right.
Licence Key means the unique licence key that we issue to you to enable you to access an API.
We means New Zealand Post Limited, its successors and assigns. “Our” and “us” have a corresponding meaning.
You means the person accessing or using our APIs and “your” has a corresponding meaning.