You have asked for, and we have agreed to provide, payment services from New Zealand Post Limited (“Services”). These Service Terms, and the current version of our General Terms, together form the agreement with you to provide the Services. Please read both sets of terms carefully. The current version of the Service Terms applies whenever you use the Services. If the Service Terms are not consistent with the General Terms, the Service Terms have precedence for these Services.
By starting to use the Services, you are deemed to have accepted the General Terms and these Service Terms. No amendments proposed by you apply, unless different terms are specifically agreed with you in writing by one of our General Managers.
1. SERVICE TERMS & SPECIFICATIONS
The Services and their specifications and any special conditions applying to those Service, are set out in the relevant Service Schedule. If we agree to provide other Services to you under these Service Terms, we will provide to you the relevant Service Schedule for those Services.
2. DEFINITIONS
2.1 In these Service Terms:
Business Day means a day (other than a Saturday or Sunday) on which registered banks are open for normal banking business in Auckland and Wellington;
Consumer means a customer of yours;
Consumer Payment means a payment made by on or behalf of a Consumer at an NZ Post Store using a form of payment accepted at that NZ Post Store (and for the avoidance of doubt, excludes payments made by credit card);
Force Majeure means any event beyond the reasonable control of a party including riots, acts of war, epidemics, governmental action superimposed after the date of this Master Agreement, fire, communication line faults, internet failures or disruptions, power or systems failures, natural disasters, strikes, lockout (other than a lockout by the party claiming to rely on the Force Majeure), and other work stoppages, but does not include:
(a) any event which the party affected could have prevented or overcome by exercising reasonable care at a reasonable cost; or
(b) a lack of funds for any reason.
NZ Post Store means a retail outlet authorised by us to provide the Services, whether owned by us or operated under franchise or contractor arrangements;
Procedural Failure means any human error; and
Systems Failure means any failure in the computer hardware or software used for the Services or a failure in the data communications network used to provide the Services
3. CONSUMER PAYMENTS
3.1 We will use reasonable endeavours to:
(a) accept Consumer Payments; and
(b) provide every Consumer with a receipt at the time of making a Consumer Payment.
4. REPORTING AND SETTLEMENT
4.1 We will use reasonable endeavours to:
(a) process every receipt provided under clause 3.1(b) through a cash receipting system;
(b) in regard to each Consumer Payment, but subject to clause 4.2 transfer payment data files electronically to you (“Electronic File Transfer”) that comply with any specifications as agreed between the parties (“Specifications”);
(c) ensure that each Electronic File Transfer contains all available transaction information; and
(d) subject to clause 4.2, provide payment of the amount set out in each Electronic File Transfer to the Bank Account (“Settlement Payment”) on the Business Day following the day on which the Consumer Payment to which that Electronic File Transfer relates was made.
4.2 If due to a Systems Failure or Procedural Failure, any Electronic File Transfer or Settlement Payment is not completed, we will take all reasonable steps to ensure such completion takes place on the next possible Business Day.
5. ACCOUNTS AND RECORDS
5.1 We will maintain and keep up to date full and accurate records and accounts in respect of the Services including receipts, bank statements, invoices and such other records may be required by the Income Tax Act 2004 or Inland Revenue (“Records”).
5.2 We shall permit any person authorised in writing by you to inspect the Records.
5.3 You may have the Records audited by an independent auditor nominated by you at your expense, provided however, that if such independent audit reveals a material irregularity in the Records not previously advised to you, we will, without prejudice to any of your other rights and remedies, pay the auditor’s reasonable costs.
6. 123 PHONE
6.1 We will, at your cost, use reasonable endeavours to make available to Consumers a "123 phone" at NZ Post Stores via which Consumers may be connected to you.
6.2 A freephone number will be provided by you. If this number is ever changed, you will give 10 days' notice prior to change becoming effective.
7. MARKETING
7.1 You will include our logo and the sentence “Pay at your local NZ Post Store” in the “Payment Options” section of all Consumer invoices/statements.
7.2 You will include our logo and the sentence “Pay at your local NZ Post Store” in any “tear-off” section of all Consumer invoices/statements.
7.3 You will adhere to our brand guidelines with regards to the use of our logo and any attached wording.
7.4 You will include our logo and information on the Services on the “Payment Options” page of your website, with a link to the NZ Post Store locator at www.nzpost.co.nz.
7.5 If you wish to provide Consumers with information about our channel, you will include accurate and complete information on Services provided by us in relevant Consumer communications/newsletters.
7.6 We reserve the right to require amendments to or withdrawal of content referred to in paragraph 7.1 of these Service Terms after publication, both in print and online, if in our reasonable opinion the content is incorrect or is likely to damage our reputation or brand.
7.7 We may list you in our marketing collateral as an organisation that utilises the services outlined in this SOW.
8. OUR PRICES
8.1 Our prices for the Services are set out in the Service Schedule.
8.2 Any change in the prices for the Services will normally be effective from 1 July in that year. As noted in clause 11 of the General Terms, we may change our prices at any time however and, if you don't want to pay the new prices, you can stop using our Services from the date the new prices apply.
8.3 You may charge your customers a fee for using the Services where this is clearly communicated to your customers that this is a charge by you to your customer and not a charge by us.
9. OUR LIABILITY TO YOU
9.1 Our liability under these Service Terms and the General Terms in connection with the Services is limited to direct loss of, or damage to, you, and only up to a maximum (including GST) of $50,000. We have no liability to you for loss or damage to the extent such loss or damage is caused by an act or omission by you or any of your customers.
9.2 We will not pay compensation for any indirect loss or damage suffered by you, even if caused by an intentional act or negligence of our employees, unless we are required to by law.
9.3 You acknowledge and agree that you are acquiring the Services for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply to our provision of the Services.
9.4 If you intend to make a claim in court against us, that claim must be made in a New Zealand court and made within six months after we provided the relevant Services in respect of which such claim is made.
10. YOUR RESPONSIBILITIES TO US
10.1 You must make sure that you follow all instructions about using our Services in the Service Schedule and clause 7 above,
10.2 You must give us all necessary assistance and materials, and make all necessary arrangements, to enable us to provide the Services, including, without limitation, obtaining all consents, permits, approvals and licences.
10.3 You will indemnify and hold us harmless against all costs, losses, expenses, claims, actions, suits, judgements, damages, penalties, obligations or liabilities (properly sustained or incurred by it directly or indirectly) made by any third party (including, without limitation, a Consumer) in relation to, or in connection with, the Services. In particular, but without limitation, you will reimburse us for any payment made by or on behalf of a Consumer at a NZ Post Store that is later recovered from us.
11. STATUS OF PAYMENT SERVICES MONEYS
11.1 The relationship between us and you (as it relates to the collection of moneys collected by us in performance of the Services ("Payment Services Money") is that of agent and principal respectively. To the extent permitted by law, we and you agree that any and all fiduciary duties arising from the relationship are excluded and that:
(a) the relationship between us and you is one of debtor and creditor;
(b) we do not hold any Payment Services Money on trust for you;
(c) we shall be the owner of the Payment Services Money until we pay them to you;
(d) we shall not be obliged to hold the Payment Services Money separate from any other moneys of us; and
(e) we shall be entitled to all interest earned on the Payment Services Money,
12. TERMINATION
12.1 Either of us may (in addition to any other legal remedies) terminate the Services with immediate effect by giving written notice to the other (“Other Party”) if:
(a) the Other Party breaches any provision of these Service Terms or the General Terms, the breach is capable of remedy and the Other Party fails to remedy the breach within 30 days after receiving written notice requiring it to do so;
(b) the Other Party breaches a material provision of these Service Terms or the General Terms (regardless of whether or not the breach is capable of remedy);
(c) if the Other Party ceases to be able to pay its debts as they become due; or
(d) if the Other Party suffers any insolvency event such as a compromise with creditors, appointment of an administrator or receiver, or any analogous event.
12.2 We may terminate Services to you:
(a) on at least 60 days' notice for convenience; or
(b) under clause 12.3 below.
12.3 If we reasonably believe you are using a Service for unlawful purposes, we may terminate that Service immediately, by notice to you.
12.4 You may terminate Services by providing us with at least 60 days’ notice for convenience.
13. FORCE MAJEURE
13.1 Neither you nor we are liable for any delay or failure to perform our respective obligations under this agreement if such delay or failure is due to a Force Majeure. If the delay or failure exceeds 60 days, the party not affected by the event may immediately terminate this agreement.
14. DISPUTE RESOLUTION
14.1 Any dispute, controversy or claim arising between the Parties out of or in connection with these Service Terms or the Service Schedule, (in each case, a Dispute) will be settled in accordance with this clause 14.
14.2 Where a Dispute arises, either of us may give written notice to the other outlining the Dispute and requesting a formal meeting with a view to resolving it (“Dispute Notice”), in which case both of us will promptly attempt to resolve the Dispute by consultation at the lowest practicable level of escalation. If the Dispute has not been resolved within 10 Business Days (or any longer period agreed by us) following receipt of the Dispute Notice, then either Party may give notice referring the Dispute to the escalation contacts identified in the Service Schedule (“Escalation Notice”), in which case each Party will use reasonable endeavours to ensure that those representatives meet promptly thereafter with a view to resolving the Dispute.
14.3 If the dispute is not resolved within 20 Business Days of receipt of the notice of dispute by the second Party (or such longer period as we may agree in writing), either Party may by notice to the other Party refer the dispute to mediation, and the following shall apply:
14.4 the mediation will be conducted in Wellington under the Resolution Institute standard mediation agreement;
14.5 if the Parties do not agree on a mediator or the mediator’s fees within five Business Days of receipt of the notice of mediation, the mediator shall be appointed or the fees set by the chair of the Resolution Institute (or his/her nominee) at the request of either Party; and
14.6 the Parties shall bear the mediator’s fees equally.
15. OTHER THINGS YOU NEED TO KNOW
15.1 You cannot assign nor transfer any of your rights and obligations under this agreement without our prior written consent.
15.2 We can assign our rights and obligations under this agreement to a subsidiary or a related company.
Download a PDF of these Service Terms (PDF - 336KB)
Last updated: 28 July 2021