NZ Post for Business Platform

NZ Post for Business Platform - Terms

Introduction

1. We want to make it as easy as possible for you to do business with us. The NZ Post for Business platform is an online platform that provides eligible business customers with self-service access to certain tools and information (Platform). Through the Platform, business customers may be able to:

• Track and manage parcels with advanced visibility features;
• Create cases relating to enquiries and investigations;
• Manage user access within their organisation.

However, there are some terms (i.e. these Terms) that you and Users of the Platform and Data need to comply with when accessing and using the Platform or Data.

In particular, we draw your attention to the “Purpose” definition in clause 52 below, which describes what you can (and can’t) access and use the Platform and Data for. Please keep this in mind when accessing or using the Platform or Data.

Additional functionality may be added to the Platform over time, at our complete discretion, and will be communicated through release notes or updates to these Terms (as required).

Application of these Terms

By commencing the onboarding process (for example, through your relationship manager) to access and use the Platform and Data, you are deemed to have accepted these Terms (as amended by us from time to time), and to have agreed to ensure that access and use of the Platform and Data is solely in accordance with these Terms. If you do not accept these Terms, then you must not ask to be onboarded or access or use the Platform or Data.

2. These Terms form an agreement between you and us and applies to your and your Users access to and use of the Platform and Data. It is your responsibility to ensure your Users have read and comply with these Terms. These Terms should be read carefully, because the current version of these Terms applies whenever you or your Users use or access the Platform or Data. In these Terms: (i) ‘we’ means New Zealand Post Limited and its successors and assigns and “NZ Post”, “our” and “us” have a corresponding meaning; and (ii) “you” means the eligible business customer who has been granted access to and use of the Platform and Data and “your” has a corresponding meaning. 
3. The Agreement will commence when your onboarding commences (as determined by us) and will continue until the Agreement is terminated.
4. Other terms (including Business Account General Terms and Service Terms) apply to particular services or a set of services we provide (e.g. courier services), which are available on our website (www.nzpost.co.nz) or which we will provide to you for the services you have asked us to provide (e.g. Service Terms).

Eligible Business Customers and Access

5. NZ Post business customers with an active credit account are eligible to request access to and use of the Platform and Data. Granting access and use (and any continued access and use) will be at our sole and unfettered discretion.
6. When we receive a request on your behalf, to access and use the Platform and Data, from a person who appears to have actual or apparent authority to bind you or tells us they do, and we accept the request, we will set them or their nominee up as your delegated administrator (Delegated Administrator). We will advise the Delegated Administrator of the information we require and the administrative process to follow to set them up to gain access and use of the Platform and Data. The Delegated Administrator will be granted the ability to onboard and manage other operational users for you (Operational Users), as referred to in clause 7.
7. For the Purpose of the Platform and Data, the Delegated Administrator will:
   1. have the discretion to invite appropriate person(s) to register with the Platform to become Operational Users and manage access for such person(s);
   2. have the responsibility to onboard and manage Operational Users;
   3. remove access to the Platform for Operational Users where no longer required;
   4. ensure Operational Users have the correct access and the access is only as required;
   5. act as the first line of support for Operational Users, for example, to enable registration or help with accessing required tools within the Platform;
   6. administer access for existing Operational Users, as required, for any new features introduced by us; and
   7. be responsible for such other tasks or actions as we may advise from time to time.

8. Shared User accounts are not permitted and you will ensure this is adhered to.
9. All information provided to us (including in relation to you and all Users) must be true, accurate and kept up to date by you, or we may immediately suspend or terminate your access to the Platform.
10. If you have a “subsidiary” (as that term is defined in section 5 of the Companies Act 1993), and you wish to access and use the Platform or Data in relation to one or more subsidiaries:
    1. you must first ensure each subsidiary has been set up as a “child” account under your “parent” account in our systems;
    2. you agree that we may assume that the Delegated Administrator has authority to grant and manage access and use of the Platform and Data for those subsidiaries; and
    3. you acknowledge and agree that we will not independently verify your authority from any subsidiary.

11. You are responsible for:
    1. authorising and managing Users;
    2. ensuring any new Users are trained in the appropriate accessing of and use of the Platform and Data;
    3. immediately removing access to the Platform for any User that leaves your organisation or no longer requires access;
    4. ensuring that Users keep their own login credentials secure and do not share them with anyone else; and
    5. ensuring the Platform and Data is only used for the Purpose.

Use of the Platform and Data

12. If you are given access to the Platform, you are granted a non-exclusive, non-transferable, terminable, limited license to use the Platform and Data for the Purpose.
13. You must not use or access the Platform or Data for any purpose other than the Purpose. In using the Platform and Data, you must do so in a manner that does not damage or adversely affect the Platform or Data, our reputation, or the reputation of our services.
14. We may at any time or times review the Platform and Data, and we may modify, replace, or upgrade any of those at any time at our sole and unfettered discretion (Modification). We have no liability whatsoever to you for any Modification we make. You may discontinue use of the Platform and Data following a Modification. Your continued use of the Platform or Data following a Modification is deemed to be your acceptance of that Modification.
15. We will provide the Delegated Administrator with support for use of the Platform and Data, during our usual business hours, which the Delegated Administrator may use to support other Users.
16. While the Platform is intended to be generally available during our usual business hours, it will not be available when subject to repair, maintenance or upgrade in accordance with any scheduled work, and will also not be available where unscheduled and/or emergency work is being carried out.

Platform and Data

17. The Platform and any Data is made available to you and Users on an “as is” and “as available” basis, without warranties of any kind, and your and Users’ use of the Platform and Data is at your sole risk.
18. We reserve the right to add, remove, or change Data at any time.
19. We reserve the right to monitor, track, and / or audit your and User access to and use of the Platform and Data, including to identify any use outside of the Purpose and to preserve operational integrity and quality. You agree to provide us with any assistance and information we request.

Privacy and Confidentiality

20. You warrant that any personal information about Users (or other persons) that you provide us (including names, email addresses and / or mobile numbers) so we can grant access to and use of the Platform and Data has been collected by you and is given to us using processes that comply with the Privacy Act 2020 and may be used by us as contemplated to provide the Platform and Data without breaching the Privacy Act 2020.
21. A User may access and update the personal information relating to them as a User. For other personal information, you or a User can ask to look at, and ask for corrections to, that information by emailing your NZ Post contact or [email protected]. For further details, view our privacy policy (set out at www.nzpost.co.nz/about-us/privacy-centre).
22. The information exchanged during the course of the Agreement, including information relating to the Platform and the Data, is confidential between you and us. Neither you nor we may use or disclose to anyone else any information received from or made available by the other Party, except as necessary to receive the benefit of or to perform obligations under the Agreement, unless the other Party agrees to the disclosure, or the disclosure is authorised by law, state owned enterprises disclosure requirements, or applicable stock exchange rules.  In fulfilling your and our obligations under this clause, you and we shall, as a minimum standard, use the same degree of care to avoid unauthorised use or disclosure and protect the information as it does in relation to its own confidential information.

Restrictions

23. You must not, and you must ensure that Users do not:
    1. use or access the Platform or Data other than in accordance with the Purpose and these Terms or interfere with the operation of the Platform or Data;
    2. use or access the Platform or Data for any illegal, misleading, immoral, defamatory, or unethical purposes, or in any way that breaches the rights of any person, or in any way that (in our opinion) would damage or adversely impact our reputation or our services;
    3. copy, modify or reverse engineer any software or Intellectual Property Rights owned or used by us or our licensors; or
    4. damage, disrupt or interfere with the Platform or Data or any other software or systems used by us or our licensors.
24. You must, and must ensure that Users:
    1. ensure that the security and privacy of the Platform and Data is protected;
    2. comply with all reasonable security requirements that we notify from time to time; and
    3. limit use of, and access to, the Platform and Data to those persons authorised to use and access the Platform and Data.

25. You are responsible for any access to or use of the Platform or Data using your Users’ credentials, whether authorised or not.

Intellectual property

26. We own, or license from a third party, all rights, title, and interest, including Intellectual Property Rights, in and to:
    1. the Platform and the Data; and
    2. all other software and systems used by us and our licensors in connection with the Platform and the Data.
27. You must:
    1. not use any of our trade marks, business names or logos without our express written approval;
    2. comply with all guidelines and requirements issued by us regarding use of any of our trademarks or logos; and
    3. not remove or tamper with any logos, business names or trademarks, or disclaimer or copyright notice attached to or used in relation to the Platform, the Data, or our services.

Termination and Suspension

28. Either you or we may terminate the Agreement, or we may terminate one or more User’s access to the Platform, at any time on at least 30 days’ written notice to the other Party.
29. We may immediately terminate the Agreement or one or more User’s access to the Platform by giving written notice to you if:
    1. you breach or any User breaches these Terms and that breach is in our opinion not capable of being remedied or if capable of being remedied is not remedied within 10 days of you receiving notice specifying the nature of that breach and requiring it to be remedied;
    2. you cease or threaten to cease to carry on all or substantially all of your business or operations, are declared or become 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;
    3. we are no longer permitted by our licensors to provide any component of the Platform or the Data.
30. We may also terminate the Agreement as part of account closure or offboarding.
31. On termination of the Agreement or one or more User’s access to the Platform for any reason:
    1. you must immediately cease or ensure the relevant User(s) ceases (as applicable) all use of and access to the Platform and the Data;
    2. we will cancel your or the relevant User(s) (as the case may be) access to the Platform.
32. On termination of the Agreement or one or more Users access to the Platform for any reason, those clauses of these Terms which by their nature are intended to survive termination will continue to apply, including clause 17, clauses 20 to 27 (inclusive) and clauses 34 to 52 (inclusive).
33. We may suspend or disable your or one or more User’s access to the Platform, with or without notice:
    1. if in our opinion you or a User have not complied with these Terms;
    2. if we become aware of or suspect that any unauthorised access, use or other incident has occurred or may occur that threatens or may threaten the security or integrity of the Platform or Data in whole or in part;
    3. if any person has obtained or may obtain access to the Platform or any Data or has used or attempted to use the Platform or any Data for purposes not authorised or permitted by these Terms;
    4. otherwise at our sole and unfettered discretion.

Warranties and liability

34. To the maximum extent permitted by law, we exclude all warranties, representations and conditions in relation to the Platform and the Data, including any warranties of availability of the Platform and the Data (whether express or implied), merchantability, fitness for purpose or non-infringement.
35. In particular, you acknowledge that we and our related companies do not warrant or represent that the Platform or the Data will operate without interruption, will be free of errors, omissions and inaccuracies, viruses or other destructive code or that it will meet your or your customers’ requirements or that any errors or omissions can or will be corrected.
36. You acknowledge that you are using and accessing the Platform and Data for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to the Platform or the Data. You warrant and represent that you have the full power and authority to enter into the Agreement and will comply with the provisions of the Agreement and the performance of your obligations under the Agreement has been duly authorised and that your obligations under the Agreement are valid, binding and enforceable.
37. 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 Platform or the Data or otherwise arising in connection with the Agreement, 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. Without limiting the foregoing, we shall not be liable to you for any indirect, consequential or special loss or damage, or for any loss of income or profits, business interruption, or loss of data.
38. If we are liable to you or any third party under or in connection with these Terms, the Platform or Data for any reason, our maximum aggregate liability for all occurrences or events, whether in contract, tort (including negligence), statute or otherwise, is limited to $100.

39. Nothing in these Terms is intended to have the effect of limiting our liability for any matter for which it is unlawful or illegal for us to exclude or attempt to exclude its liability.
40. 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 a User’s breach of these Terms or any act or omission by you or a User in relation to the Platform or the Data.

General

41. You must and you must ensure that Users:
    1. comply with all applicable laws and regulations relevant to accessing and using the Platform and the Data (including the Privacy Act 2020);
    2. ensure that all use of the Data is consistent with our registration under the Postal Services Act 1998 (and any other legislation and regulations applicable to us); and
    3. immediately and appropriately report both within your organisation and to us any issues, misuse, or suspicious activity.

42. 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.
43. 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.
44. If you provide any feedback on the Platform, the Data or our services or participate in any forum relating to the Platform, you agree that we may use your suggestions, comments, or other feedback in providing and improving the Platform, Data and / or services we offer.
45. You may not transfer, assign or sub-contract any of your rights or obligations under the Agreement without our prior written consent, which will be at our sole and unfettered discretion. You remain liable for the performance of your obligations under the Agreement despite any approved sub-contracting, assignment, or transfer.
46. You must ensure that Users are aware of and comply with these Terms. You will be liable for all acts and omissions of Users and any other person who accesses or uses the Platform or Data on your behalf or from your organisation.
47. 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 or communications given by us, may be given by posting the notice or communication on our website at  (https://www.nzpost.co.nz/about-us/who-we-are/terms-of-business).  If a notice or communication is given by email, personal delivery or post it is deemed to be received by the addressee:
    1. in the case of an email, no later than one working day after the email is dispatched from the sender’s email server, unless within that time the sender’s email server receives a notification that the email has not been delivered;
    2. in the case of personal delivery, when delivered; and
    3. in the case of a letter, on the third working day after posting.
48. A failure or delay by us to exercise any right or remedy under these Terms will not 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 us.
49. If any provision of the Agreement is held invalid, unenforceable, or illegal for any reason, the Agreement will remain otherwise in full force apart from such provisions, which will be deemed deleted.
50. We can amend or replace these Terms at any time by making the amended or new Terms available through this page on our website (https://www.nzpost.co.nz/about-us/who-we-are/terms-of-business). We may provide a notice period before any amendment or replacement takes effect. If you do not agree with any amendment or replacement to these Terms, you and all your Users should cease accessing and using the Platform and Data. You should also promptly advise us in writing of this. If you or a User access or use the Platform or Data after the Terms have been amended or replaced, your or their access or use will be deemed as your acceptance of the amended or new Terms. You will ensure Users are made aware of any amended or new Terms.
51. 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.

Definitions

52. For the purposes of these Terms (unless the context otherwise requires):

Agreement means the contract between you and us formed by and under these Terms.

Data means any data, information, images, documents, and materials, in any form, that we, at our sole and unfettered discretion, provide or make available to you through the Platform, including Our Event Data;

Delegated Administrator has the meaning given in clause 6.

Intellectual Property Rights means any copyright, patent, trademark, design right, trade secret, eligible layout, or other industrial or intellectual property right.

Modification has the meaning given in clause 14.

Operational Users has the meaning given in clause 6.

Our Event Data means any data, information, images, documents, and materials, in any form, that we have created.

Party means we or you.

Platform has the meaning given in clause 1.

Purpose means using the Platform and Data solely and to the extent necessary for the business activities relating to our delivery of services to you, and not for any other purpose including any of the following:

1. you must not provide access to the Platform or Data to any third party, including any of your customers, contractors, or third‑party logistics providers; or
2. you must not upload, export, distribute, or share Data from the Platform outside your organisation without our prior written permission; or
3.  you must not use the Platform, Our Event Data or our or our third-party licensors’ Intellectual Property Rights to develop any product or service.

Terms means these “NZ Post for Business Platform” terms, as amended from time to time in accordance with these Terms.

Users means the Delegated Administrator and any Operational Users and “User” means any of them.

we, NZ Post, our and us has the meaning given in clause 2.

you and your has the meaning given in clause 2.