Definitions and interpretation
- Interpretation: In this Agreement: (a) a reference to "$" or "NZD" is a reference to New Zealand currency; and (b) "including" and similar words do not imply any limitation.
Use of the change my address service
- New Zealand Post Limited will use reasonable endeavours to supply the Organisation with Notification Data as specified in the Frequency of Notification Data delivery in Schedule 1.
- The Organisation acknowledges that:
- New Zealand Post Limited is not liable for the accuracy of Notification Data. Consumers are solely responsible for ensuring the details that they provide to New Zealand Post Limited are accurate;
- New Zealand Post Limited will authenticate Consumers’ details upon registration with New Zealand Post using the Land Transport New Zealand Licence Register. The Organisation is responsible for carrying out any further verification required;
- New Zealand Post Limited will supply the Organisation three
- Address Status types. How the Organisation chooses to use the Addresses is entirely up to the Organisation.
- All Notification Data will be placed in a secured FTP site managed by New Zealand Post. New Zealand Post will provide you the secured FTP site address once both parties have signed this Agreement. Each Notification Data will be on the FTP site for 10 working days after which period even if it has not been collected by you, it will no longer be available.
- The Organisation agrees not to use the Notification Data for any purpose other than updating its existing records. For the purpose of updating its existing records, the Organisation may contact the Consumer to verify the Notification Data. The Organisation must not sell, rent or disclose the Notification Data to any third party unless:
- Authorisation has been given by the Consumer; or
- The Organisation is required by law to do so
- When using the Notification Data the Organisation agrees:
- To comply with all laws, and in particular not use, or allow the Notification Data to be used in any fraudulent or criminal manner or purpose; and
- To provide New Zealand Post Limited sufficient and accurate information so that we are able to meet our obligations under this Agreement.
- New Zealand Post Limited will regularly review developments in security and encryption technology. No electronic data transmission can be guaranteed as totally secure and accordingly, although we strive to protect such information, we do not warrant the security of any information transmitted to or from our website.
- New Zealand Post Limited will use reasonable efforts to provide the Service but does not warrant that the Service will be fault free or uninterrupted. New Zealand Post Limited will correct reported faults as soon as reasonably practicable. If the Organisation believes a fault has occurred, it should contact [email protected].
Payment and fees
- There is a $500 (excluding GST) Registration Fee payable by the Organisation to register for the Service. This fee will be included on the Organisation’s first invoice (or any subsequent invoice at the discretion of New Zealand Post).
- Each time New Zealand Post Limited places Notification Data onto the secured FTP site provided by New Zealand Post for the Organisation to collect, the Organisation agrees to pay New Zealand Post Limited the Notification Data Fee. The Notification Data Fee is payable by the Organisation whether or not it collects and or uses the Notification Data.
- New Zealand Post Limited will invoice the Organisation monthly. Invoices will be payable by the Organisation on the 20th of the month following the date of Invoice. The invoices will set out the charges payable by the Organisation (plus GST).
- If New Zealand Post Limited has not received any payment by the Organisation by the due date, New Zealand Post Limited reserves the right to charge interest on the outstanding amount from the due date until the date of actual payment at a rate equal to New Zealand Post Limited’s overdraft interest rate at the time of default plus a margin of 4%.
- New Zealand Post may change the fees at any time by giving you at least 30 days notice in writing of the change.
This Agreement may be terminated by either party without cause by giving the other party no less than 30 days written notice.
- Either party may terminate this Agreement immediately by giving notice to the other party if the other party:
- Is in material breach of any of its obligations under this Agreement and has failed to remedy the breach within five (5) business days after receipt of notice requiring the failure to be remedied; or
- Enters into receivership or liquidation or fails to or is unable to pay its debts as they fall due.
- Any termination of this Agreement will be without prejudice to the rights or obligations of the parties which have accrued prior to termination, including payment or any amounts due and payable by either party to the other under this Agreement (whether the payment is due before or after termination).
Limitation of liability
- Except for the Organisation’s liability to pay fees, neither party will be liable to the other party for any indirect or consequential loss or loss of profits. New Zealand Post Limited accepts no liability for any loss or damages arising from any inaccurate Notification Data, fraudulent or unauthorised use of the Service, or any act or omissions by the Organisation, including any failure by the Organisation to comply with the terms of this Agreement.
- New Zealand Post Limited’s aggregate liability arising from all claims in relation to this Agreement in any calendar year will not exceed the total amount the Organisation has paid New Zealand Post Limited for the Service in that calendar year.
- Except for the liability to pay fees, neither party will be liable to the other party in any way for an Excusable Event. "Excusable Event" means circumstances beyond the control of the party, including acts of God, civil disturbance, malfunctions or fluctuations in electrical power or telecommunications equipment or services, viruses, damages or interferences caused by third parties (whether intentional or not).
- This Agreement shall commence on the Commencement Date and shall continue for a period of one year unless terminated in accordance with clause 4 ("Initial Term").
- Subject to Clause 6.1 this Agreement will automatically be renewed on the Initial Term for a further term of one year and will continue to be renewed for successive terms of one year unless either party gives written notice to the other of its intention to terminate this Agreement in accordance with Clause 4.
Both parties agree that, unless they have the prior written consent of the other, they will not use or disclose to any third party (other than for the purpose of performing this Agreement or as required by law) the terms and conditions of this Agreement or any information obtained from the other party under or in connection with this Agreement which is not within the public domain.
- Notices: Each notice or other communication under this Agreement must be in writing and be made by email, personal delivery or by post to the addressee at the number or address, and be marked to the attention of the personal office holder (if any) from time to time designated for the purposes of this Agreement as set out in Schedule 1. No communication shall be effective until received. The communication is deemed to be received by the addressee:
- in the case of an email, on receipt of transmission on the business day on which it is dispatched or, if it is dispatched after 5pm (in the place of receipt) on a business day or on a non-business day, on the next business day after the date of dispatch;
- in the case of personal delivery, when delivered; and
- in the case of a letter, on the third business day after posting by "fast post".
- No partnership: Nothing in this Agreement is deemed to constitute the parties as partners, or that of co-venturers or principal and agent. Neither party has the power or authority to act for or on behalf of the other party other than as expressly authorised in writing by that other party from time to time.
- Dispute resolution: The parties will work together in good faith to resolve any dispute or difference arising between them in connection with this Agreement. Pending resolution of a dispute, each party, to the extent it is able, must continue to perform its obligations under this Agreement.
- Law and jurisdiction: This Agreement is governed by New Zealand law and the courts of New Zealand shall have non-exclusive jurisdiction in any proceeding relating to this Agreement.
- Changes to this Agreement: New Zealand Post Limited may amend or vary the terms of this Agreement from time to time. New Zealand Post Limited will provide the Organisation 30 days written notice prior to implementing any changes.
- Entire Agreement: This Agreement supersedes and extinguishes all prior agreements and understandings, and constitutes the entire agreement and understanding between the parties, relating to the Notification Data and the Change My Address Service.
- Consumer Guarantees Act: The Organisation agrees that it is using the Service for the purpose of its business and any provisions of the Consumer Guarantees Act 1993 which may otherwise apply to the supply of the Service, do not apply
- Waiver: No delay or failure by New Zealand Post Limited to exercise (in whole or in part) any right under this Agreement will operate as a waiver of such right. Any waiver will only be effective if it is in writing and states that it is a waiver under this Agreement and does not affect enforcing the specific right if it subsequently becomes enforceable again.
- Assignment: Neither party may assign, or otherwise deal with any rights or obligations created under this Agreement without the other’s prior written consent (which consent may not be unreasonably withheld).