We want to make it as easy as possible for you to do business with us, so we want to tell you about the General Terms that will apply. Please read them carefully, because the current version of these General Terms applies whenever you use our APIs. In these General Terms, ‘we’ means New Zealand Post Limited, Express Couriers Limited and their successors and assigns. “Our” and “us” have a corresponding meaning.
Other terms (Specific Terms) apply for particular APIs, and we’ll provide you with the Specific Terms for the API you’ve asked to us to provide – the Specific Terms apply to those services only, and may vary these General Terms as they apply to that particular API.
Information we collect from you
Information we have collected (and will collect while providing services to you) will be held and used to provide the services you’ve asked for from us, and for credit management and control purposes. We may also collect information from, and disclose information to, other people for these purposes.
We may also use the information collected to send you information about our business or services or those offered by other people which we think might be of interest to you, and may provide your information to other people for their marketing purposes, if you have consented to that use in each case.
Applicability of these Terms
- These Terms apply to your access to and use of our API. These Terms are made up of our General Terms (which are consistent across all our APIs) and Specific Terms (which apply only to the API).
- By using or applying to use our API, you agree to be bound by these Terms, and to use the API solely in accordance with these Terms. If you do not accept our Terms then you must not access or use our API.
- 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 API or we terminate your access to the API, or terminate the agreement, or both.
Application to access our API
- Access to our APIs is through the Developer Portals. To access the Developer Portals you must sign up as a user on our website nzpost.co.nz. You must perform user acceptance testing of the API against any acceptance criteria notified to you (as applicable). You are deemed to have accepted the API upon going into a production environment.
- To access and use our API for an Application you to need to apply for a Key through the Developer Portals.
- 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 our API, and any other APIs if you breach this clause.
- We may request more information from you in relation to an application for a Key to allow us to consider your application and make a decision. We may accept or decline your application to use the API in our sole discretion, including for any reasons set out in the Specific Terms. If we issue a Key to you, you must:
- keep that Key secure;
- authorise and secure user access to and use of the API, and manage those users, including each individual’s login and password detail; and
- only use the Key for the Application for which the Key has been issued.
- A Key can be used by an Application to consume multiple APIs. You must not use a Key for more than one Application, and you must apply for a different Key for each different Application that you want to consume the API.
Use of our API
- Once we issue you with a Key for our API, you are granted a non-exclusive, non-transferable, terminable, limited licence under our Intellectual Property Rights in the API to use the API for the specific purposes you described in your application on the Developer Portals to use and access the API (Purpose).
- You must not use or access our API for any purpose other than the Purpose approved by us.
- If you use our API 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 API or our services.
- We may review our API and the Data regularly and we may modify, replace or upgrade our API and /or the Data at any time at our discretion (Modification). We have no liability to you for any Modification we make. You will apply any upgrades we make to the API within the timeframe as notified.
- You acknowledge that the API will not always be available. The API will be the subject of repair, maintenance and upgrade in accordance with a maintenance schedule, but may also not always be available where unscheduled and/or emergency work is being carried out.
- You may discontinue use of our API following a Modification. Your continued use of the API 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 at any time.
- We will track your use of our API and the Data in order to identify any use of the API and the Data outside of the permitted uses set out in these Terms.
- You must not, and you must ensure that your customers do not:
- use or access the Developer Portals or the API other than in accordance with the Purpose and these Terms;
- use or access the Developer Portals or the API for the purpose of carrying out, or enabling a third party to carry out, batch cleansing of records;
- use or access the Developer Portals or the API for the purpose of productising or commercialising those elements to use or make available a competing service;
- use or access the Developer Portals or the API for any illegal, misleading, immoral, defamatory or unethical purposes, 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;
- use or access any software, systems, 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 Developer Portals or the API 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 the API 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:
- ensure that the security and privacy of the API is protected to the greatest extent practicable;
- comply with all reasonable security requirements that we notify to you from time to time; and
- limit use of, and access to, the API to those persons authorised by you to use and access the API.
Intellectual property and confidentiality
- We own, or license from a third party, all rights, title and interest, including Intellectual Property Rights, in and to:
- the API and the Data;
- all other software and systems used by us and our licensors in connection with the API and the Data; and
- any other documents or materials you access through the API.
- While you may use your own trade marks on the version of the service that you provide using the API, you must:
- not use any of our trade marks, business names or logos without our express written approval;
- comply with all guidelines and requirements issued by us regarding use of any of our trademarks or logos; and
- not remove or tamper with any logos, business names or trademarks, or disclaimer or copyright notice attached to or used in relation to the API, 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;
- make any statement or claim relating to the Data being approved, recommended or endorsed by us or any other member of the NZ Post group, except as approved by us in writing or as set out in the Specific Terms; or
- make any statement or claim relating to the Services that has or may have a negative effect on NZ Post’s reputation.
Termination and Suspension
- Either you or we may terminate the agreement formed by these Terms, your access to the API in respect of one or more Applications and your access to any other APIs made available to you through the Developer Portals at any time on 30 days’ written notice to the other party.
- We may suspend or disable your login, with or without notice, if we become aware or suspect that any unauthorised access or other incident has occurred or may occur that threatens or may threaten the security or integrity of the API in whole or in part; or a person has obtained or may obtain access to any Confidential Information or has used or attempted to use any Confidential Information for purposes not authorised or permitted by the terms of this Agreement.
- We may immediately terminate the agreement formed by these Terms, your access to the API in respect of one or more Applications, and your access to any other APIs made available to you through the Developer Portals by giving written notice to you if:
- you breach (or your customer breaches) these 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 may immediately terminate the agreement formed by these Terms, your access to the API in respect of one or more Applications and your access to any other APIs made available to you through the Developer Portals by giving written notice to you if we are no longer permitted by our licensors to provide any component of the API or the Data.
- On termination of the agreement formed by these Terms for any reason or your access to the API in respect of one or more Applications for any reason:
- you must cease, and you must ensure that your customers cease, all use of and access to the API and the Data (except as set out in the Specific Terms) in respect of the relevant Applications;
- you must cease using and delete all Keys in your possession or control in respect of the relevant Applications; and
- we will cancel your Key, and stop your access to the API, in respect of the relevant Applications.
- On termination of the agreement formed by these Terms for any reason 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 Developer Portals, the API and the Data, and the availability of the Developer Portals, the API 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 Developer Portals, the API 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 all errors or omissions can or will be corrected.
- You acknowledge that you are using and accessing the API for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to the API or the Data. You warrant and represent that you have the full power and authority to enter into these Terms and will comply with the provisions of this agreement and the performance of your obligations under this agreement have been duly authorised and that your obligations under this agreement are valid, binding and enforceable.
- 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 Developer Portals, the API 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 Developer Portals, the API or the Data.
- You must and you must ensure that your customers:
- comply with the requirements of the Privacy Act 1993 and any other applicable law or regulations relevant to the possession or use of the API 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).
- You must ensure that your Application and your use of the Developer Portals, the API and the Data complies with all relevant laws.
- You must ensure that you have obtained all permissions and consents required from your customers to enable compliance with the Unsolicited Electronic Messages Act 2007, where email notifications are sent by the API.
- 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 API and/or the Data.
- If you provide any feedback on our API or our services or participate in any forum relating to our API, you agree that we may use your suggestions, comments or other feedback in providing and improving the API and services we offer.
- You may not transfer, assign or sub-contract any of your rights or obligations under these Terms without our prior written consent. You remain liable for the performance of your obligations under this Agreement despite any approved sub-contracting, assignment, or transfer.
- If you are an organisation (whether incorporated or unincorporated ) and your employees, contractors or agents are accessing or using the API on your behalf, you must ensure that your employees, agents and sub-contractors are aware of and comply with these Terms. You will be liable for all acts and omissions of any person who accesses the API on your behalf, or who accesses the API using your Key.
- 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 [nzpost.co.nz/business/developer-centre]. If a notice 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.
- We can amend or replace these Terms at any time by making the amended or new Terms available through the Developer Portals. If you use or access the API after the Terms have been amended or replaced, your use or access will be deemed as your acceptance of the amended or new Terms.
- 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.
- For the purposes of these Terms (unless the context otherwise requires):
Application means your application that consumes, or that you intend will consume, the API;
API has the meaning given in clause 2;
Data means any data that we, at our discretion, provide or make available to you and your customer through the API;
Developer Portals means our API Developer Portals https://docs.nzpost.co.nz and https://api.nzpost.co.nz
Intellectual Property Rights means any copyright, patent, trademark, design right, trade secret, eligible layout, or other industrial or intellectual property right.
Key means a software token requiring per-session activation (with a client-id and client-secret in accordance with OAuth 2.0 standard) that we issue to you through the Developer Portals to enable you to access our APIs.
Modification has the meaning given in clause 12;
Purpose has the meaning given in clause 9;
You means the person or entity using the API, and “your” has a corresponding meaning.