Courier Address Database Offline Extract Terms

We want you to use our offline Courier Address Database updates (Database Updates) to enhance your addressing for the items you send to your customers. However, there are some terms of use that you need to comply with (Terms) for receiving and using our Database Updates.

A. Applicability of these Terms

1. These Terms apply to your access to and use of our Database Updates.
2. By using or applying to use our Database Updates, you agree to be bound by these Terms and to use our Database Updates solely in accordance with these Terms. If you do not accept our Terms, then you must not access or use our Database Updates.
3. These Terms will apply from the earlier of the date upon which you agree to these Terms or the date upon which you receive the first Database Update, and will continue until you stop using our Database Updates, we terminate your access to the Database Updates, or this agreement is terminated.

B. Application to access our Database Updates

1. Access to our Database Updates is provided so that you can print Run ID on parcel labels, validate suburb and postcode to improve first time delivery, in an offline mode. It is subject to you having a valid NZ Post account . Please contact your Business Manager to apply for access.
2. We may accept or decline your application to use the Database Updates at our discretion if you do not meet our criteria. We may vary our criteria at any time for providing access to the Database Updates, by giving at least 30 days’ written notice.
3. We will make available to you a Database Update each week (by 3pm Saturday (NZ time) unless we notify you otherwise). You need to download the Database Update each week and copy the Data to your own database table.
4. Any previous Database Update must be deleted.

C. Use of our Database Updates

1. You are granted a non-exclusive, non-transferable, terminable, limited licence to use the Database Updates to enhance your addressing for the items you send to your customers by updating your customer address database weekly, with accurate information including NZ Post validated addresses for NZ deliveries, NZ Post Run ID numbers and Rural and Run designations to use for accurate and efficient sending of your items to customers (the Purpose).
2. You must not use or access our Database Updates for any purpose other than the Purpose.
3. You acknowledge that the Database Updates may not always be available if delivery of or access to the download is subject to scheduled or unscheduled maintenance.
4. Any charge for access and use of our Database Updates will be advised to you by giving you at least 30 days’ prior written notice.
5. The provisions of our Business Account General Terms (found at www.nzpost.co.nz/business/business-account/general-terms) with regard to invoicing and payment shall apply in relation to payment of charges for Database Updates, unless we have agreed otherwise in writing.

D. Data accuracy

1. The Database Updates are supplied on an “as is” basis, without warranties of any kind, and your use of the Database Updates are at your sole risk.
2. We may review at any time our Database Updates, the frequency of updates, and the data provided, and may modify or replace them at any time, at our discretion (Modification). We have no liability to you for any Modification we make.
3. You will apply any Modification we make to the Database Updates to your database tables within the timeframe notified. You may discontinue use of our Database Updates following a Modification. Your continued use of the Database Updates following a Modification will be deemed acceptance of that Modification.

E. Restrictions

1. You must not:
   1. use or access the Database Updates or the Data:
      1.  other than in accordance with the Purpose and these Terms;
      2. for the purpose of productising or commercialising those elements to use or make available a competing service;
      3. for the purpose of carrying out, or enabling a third party to carry out, batch cleansing of records; nor
      4. for any illegal, misleading, immoral, defamatory or unethical purposes, in any way that breaches the rights of any person; or
   2. do anything that would in any way (in our reasonable opinion) damage or adversely impact our reputation in any way; or
   3. copy, reproduce, publish, sell, let, modify, license, extract or otherwise part with possession of the whole or any part of the Database Updates or the Data or relay or disseminate the same to any third party, other than as expressly permitted by these Terms.
2. You must:
   1. ensure that the security and privacy of the Database Updates and the Data is protected to the greatest extent practicable;
   2. comply with all reasonable security requirements that we notify to you from time to time; and
   3. limit use of, and access to, the Database Updates to those persons authorised by you to use and access the Database Updates.

F. Intellectual property, confidentiality and privacy

1. We own or license from a third party, all rights, title and interest, including Intellectual Property Rights, in and to the Database Updates and the Data.
2. While you may use your own trade marks on the version of the data that you use in your own business, you must not use or refer to any of our trade marks, business names or logos, nor make any statement or claim about the Data being approved recommended or endorsed by us, without our express written approval.
3. Information we have collected (and will collect while providing services to you) will be held and used to provide services to you and for credit management and control purposes and may be disclosed 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 others which we think might be of interest to you.
4. Neither of us may use the other’s Confidential Information except as set out in these Terms, in furtherance of the Purpose. Neither of us will disclose, nor allow to be disclosed to any third party, any Confidential Information of the other, unless required by law, any continuous disclosure obligations on state-owned enterprises, where agreed in writing or where publicly available through no fault of the disclosing party.

G. Termination and Suspension

1. Either party may terminate the agreement formed by these Terms and your access to the Database Updates provided under these Terms, at any time on 30 days’ written notice to the other party.
2. We may suspend provision of the Database Updates to you, with or without notice, if we become aware of or reasonably suspect that:
   1. you have breached these Terms;
   2. you no longer meet our criteria for access to the Database Updates;
   3. 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; or
   4. there has been a breach of the Intellectual Property, Privacy and Confidentiality provisions (Section G) of these Terms.
3. On termination of the agreement formed by these Terms for any reason or your access to the Database Updates for any reason:
   1. you must immediately cease all use of and access to the Database Updates and/or the Data;
   2. you must immediately cease using and delete all Run IDs and Rural and Run Designations from your database table(s); and
   3. we will stop providing our Database Updates to you.
4. On termination, those clauses of these Terms which by their nature are intended to survive termination, will continue to apply.

H. Warranties and liability

1. To the maximum extent permitted by law, we exclude all warranties, representations and conditions in relation to the Database Updates and the Data, and the availability of the Database Updates (whether express or implied), including any warranties of availability, merchantability, fitness for purpose or non-infringement.
2. In particular, you acknowledge that we do not warrant or represent that the Database Updates will be free of errors, omissions and inaccuracies, viruses or other destructive code or that it will meet your requirements or that all errors or omissions can or will be corrected.
3. You acknowledge that you are using and accessing the Database Updates and the Data for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply.
4. You warrant and represent that you have the full power and authority to enter into these Terms, that you will comply with the provisions of this agreement and that your obligations under this agreement are valid, binding and enforceable.
5. To the maximum extent permitted by law, we exclude all liability to you, your customers 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 Database Updates and the Data or otherwise arising in connection with these Terms, whether in contract, tort (including negligence), statute or otherwise - even if we have been advised of the possibility of such loss, damage, cost or expense.
6. 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 $100.
7. 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 you or your customer’s, use act or omission in relation to these Terms, the Database Updates and/or the Data. This clause I7 does not apply to a department (as ‘department’ is defined in the Public Finance Act 1989).

I. General

1. You must:

a. comply with the requirements of the Privacy Act 2020 and any other applicable law or regulations relevant to the possession or use of the Database Updates or the Data; and

b. your use of the Database Updates and the Data complies with all other relevant laws.

2. 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.
3. If you provide any feedback on our Database Updates or our services or participate in any forum relating to our Database Updates, you agree that we may use your suggestions, comments or other feedback in providing and improving the Database Updates and services we offer.
4. 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 these Terms despite any approved sub-contracting, assignment, or transfer.
5. If you are an organisation (whether incorporated or unincorporated) and your employees, contractors or agents are accessing or using the Database Updates on your behalf, you must ensure that they are aware of and comply with these Terms. You will be liable for all acts and omissions of any person who accesses the Database Updates on your behalf.
6. 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/business/shipping-in-nz/quality-addressing/courier-address-database. If a notice or communication is given by email, personal delivery or post it is deemed to be received by the addressee: a. 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; b. in the case of personal delivery, when delivered; and c. in the case of a letter, on the third working day after posting.
7. 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.
8. 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.
9. We can amend or replace these Terms at any time by making the amended or new Terms available here. If you use or access the Database Updates after the Terms have been amended or replaced, your use or access will be deemed as your acceptance of the amended or new Terms.
10. 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.

J. Definitions

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

1. Confidential Information includes all information concerning our own and your organisation, relating to or produced or used in connection with the performance of this agreement and which is marked confidential or by its nature confidential.
2. Data means any data that we provide or make available to you under these Terms or through the Database Updates;
3. Database Update(s) means provision of an extract of our Courier Address Database including NZ Post validated addresses for NZ deliveries, NZ Post Run ID numbers and Rural and Run designations, to a secure download location, on a regular basis;
4. Intellectual Property Rights means any copyright, patent, trademark, design right, trade secret, eligible layout, or other industrial or intellectual property right.
5. Modification has the meaning given in clause D2;
6. Purpose has the meaning given in clause C1;
7. Related Companies has the meaning as defined in section 2(3) of the Companies Act 1993;
8. Terms means these terms of use, as amended from time to time.
9. We means New Zealand Post Limited, its Related Companies, successors and assigns. “Our” and “us” have a corresponding meaning.
10. You means the person or entity using the Database Updates, and “your” has a corresponding meaning.