Fillable NZAD Data Licence Agreement (New Zealand Post Limited)

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NZAD Data Licence Agreement (New Zealand Post Limited)

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NZAD Data Licence Agreement

DATED

PARTIES

(1) NEW ZEALAND POST LIMITED a company incorporated in New Zealand with its registered ofﬁce

at Wellington (the “Licensor”); and

(2) The Licensee identiﬁed below.

BACKGROUND

The Licensor agrees to grant the Licensee a licence to use certain data on the terms and conditions set out in

this Agreement. This Agreement incorporates the attached Common Terms and Conditions, and any Special

Terms, as deﬁned in the Common Terms and Conditions.

A. Licensee: Name:

Address for notice:

B. Supply Date:

C. Initial Period:

D. Renewal Periods: Period:

Number of Renewals:

SIGNED for and on behalf of

Signature

NEW ZEALAND POST LIMITED

Print name

Print title

DATE:

SIGNED for and on behalf of

Signature

LICENSEE

Print name

Print title

License Type Annual Fee Exclusive Data Annual Fee

Base $ $

Commercial $ $

I have read and understand the Terms and conditions for this license.

RESET form

www.nzpost.co.nz

Common Terms and Conditions

TERMS OF THIS AGREEMENT

1. DEFINITIONS AND INTERPRETATION

1.1 Deﬁnitions: In this Agreement:

“Agreement” means this data licence agreement between the parties, incorporating these ‘Common Terms and

Conditions’ and including any Special Terms agreed to be incorporated into the agreement by the parties;

“Beta Update” means an Update which is not complete and/or fully tested and stable;

“Business Day” means any day other than a Saturday, Sunday or statutory public holiday in Wellington;

“CC Terms” has the meaning given in clause 3.3;

“Commencement Date” means the date of this Agreement;

“Data” means data licensed or provided to the Licensee under this Agreement, as speciﬁed in any Special Terms.

“Documentation” means any user and technical documentation supplied by the Licensor with the Data to enable the

Licensee and its personnel to use the Data, and any conﬁdential information of the Licensor;

“End User” means any person to whom Data is permitted to be distributed, sold or made available by the Licensee

in accordance with this Agreement;

“End User Agreement” means an agreement between the Licensee and an End User which incorporates the terms

speciﬁed for inclusion in such agreement under this Agreement;

“Exclusive Data” has the meaning given in any Special Terms;

“Fees” means the amounts payable by the Licensee to the Licensor in accordance with this Agreement, as speciﬁed

in the Special Terms;

“GST” means goods and services tax chargeable, or for which a person may be liable, under the Goods and Services

Tax Act 1985 and any penalties, additional tax or interest payable in respect of that tax;

“Initial Period” means the initial period of this Agreement as speciﬁed in the Background to this Agreement;

“Intellectual Property” includes copyright and all rights conferred under statute, common law or equity in relation

to inventions (including patents), registered or unregistered trade marks, registered or unregistered designs, circuit

layouts, databases, conﬁdential information, know-how, and all other rights resulting from intellectual activity in the

industrial, scientiﬁc, literary or artistic ﬁelds anywhere in the world, together with all right, interest or licence in or

to any of the foregoing;

“New Zealand Post NZ Address Dataset Overview” means the New Zealand Post NZ Address Dataset Overview, as

such document may be updated from time to time, the latest version of which is available on New Zealand Post’s

website at; https://www.nzpost.co.nz/business/direct-marketing/quality-addressing-data-management

“Permitted Use” means the purposes for which the Licensee is granted a licence to use the Data, as speciﬁed in any

Special Terms;

“Renewal Period” means the term of any renewal of this Agreement pursuant to clause 4.1, as speciﬁed in the

Background to this Agreement;

“Restricted Data” has the meaning given in clause 3.1;

“Special Terms” means additional terms and conditions relating to the supply and terms of use of speciﬁc Data;

“Supply Date” means the date on which the Data is to be supplied to the Licensee in accordance with clause 2.1,

as speciﬁed in the Background to this Agreement;

“Support” means support services to be provided by the Licensor under this Agreement (if any), as speciﬁed in any

Special Terms;

“Third Party Data” has the meaning given in clause 3.3;

“Update” means a new version or release of the Data made by the Licensor (if any); and

www.nzpost.co.nz

“Update Frequency” means the frequency at which Updates (if any) will be provided by the Licensor to the Licensee,

as speciﬁed in any Special Terms.

1.2 Interpretation: In this Agreement:

(a) a “person” includes any individual, corporation, unincorporated association, government department or

municipal authority;

(b) a reference to a “party” includes that party’s successors or permitted assigns;

(d) “including” and similar words do not imply any limitation.

2. PROVISION OF DATA AND SUPPORT

2.1 Supply of Data: The Licensor must supply the Licensee with the Data on the Supply Date and Updates in accordance

with the Update Frequency, and the terms of this Agreement shall govern the use of such Data.

2.2 Updates: On receipt of an Update, the Licensee must, as soon as practicable, cease use of any previous version of the

Data, and commence use of the Update. The Licensee’s right to use each Update shall terminate on the earlier of:

(a) six months after the date on which a subsequent Update becomes available; or

(b) the termination or expiration of this Agreement.

2.3 Frequency of updates: The Licensor reserves the right to change the Update Frequency at any time upon giving the

Licensee reasonable prior notice of the change.

2.4 Deﬁciencies: The Licensee must notify the Licensor within seven days after receiving the Data or any Update of any

deﬁciencies in the Data or Update or any damage to the media on which it was supplied.

2.5 Changes to Data: The Licensor reserves the right to change the Data (including the ﬁle structure of Data) at any

time. The Licensor will give reasonable advance notice to the Licensee prior to making any such change which the

Licensor considers will have a material impact on the Licensee’s use of the Data.

2.6 Support: The Licensor must provide Support as speciﬁed in any Special Terms.

3. LICENCE

3.1 The data identiﬁed below are “Restricted Data”:

(a) Any data which has an address type of Bag, Box, CMB Rural, CMB Urban or Counter Delivery; and

(b) For any data which has a “Rural” address type, the data in the ‘RD Number’ and ‘Mailtown’ ﬁelds;

(d) Any Exclusive Data speciﬁed in any Special Terms.

3.2 Licence: Save in respect of the Third Party Data (which is subject to clause 3.3 below), the Licensor grants to the

Licensee a non-exclusive, personal, and non-transferable licence to use the Data subject to the restrictions and

other terms contained in this Agreement.

3.3 Third Party Data: The Data includes data which has been compiled by Land Information New Zealand and Statistics

New Zealand (the “Third Party Data”). The Third Party Data is subject to Creative Commons licence terms available

at http://creativecommons.org/licenses/by/3.0/nz/ (the “CC Terms”) and may be used by the Licensee in accordance

with the CC Terms.

3.4 Ownership: The Restricted Data and the Documentation and all Intellectual Property rights and other rights in the

Restricted Data and the Documentation from time to time remain the property of the Licensor.

3.5 Copyright notices: The Licensee must not remove or tamper with any disclaimer or copyright notice attached to or

used in relation to the Data.

3.6 No licence to use trade marks: This Agreement does not grant to the Licensee any right to use any of the trade

marks, business names or logos of the Licensor, unless otherwise speciﬁcally provided for by this Agreement.

3.7 Permitted use: The Licensee may only use the Restricted Data for the Permitted Use and will limit access to the

Restricted Data to those employees for whom such access is necessary for the Permitted Use.

www.nzpost.co.nz

3.8 Licence restrictions: The Licensee must not at any time:

(a) copy, reproduce, publish, sell, let, modify, extract or otherwise part with possession of the whole or any part of

the Restricted Data or relay or disseminate the same to any third party;

(b) provide the Restricted Data to (or allow the provision of the Restricted Data to, or access to the Restricted Data

by) any agents or subcontractors of the Licensee without the prior written consent of the Licensor; or

except as is expressly permitted by the Permitted Use or otherwise under this Agreement.

4. TERM

4.1 This Agreement shall commence on the Commencement Date and shall continue for the Initial Period and shall

automatically renew for the Renewal Periods (if any), subject to the payment of the Fees and unless terminated in

accordance with clause 11 or 12.2(c).

5. LICENSEE’S OBLIGATIONS

5.1 No statements of endorsement: The Licensee must not make any representation, statement or claim relating to

the Data (or any software containing the Data) being approved, recommended or endorsed by the Licensor or do

anything similar or imply that such is the case, unless the Licensor has expressly given its prior written consent to

the form and content of such claim.

5.2 Audit right: The Licensee must, subject to reasonable prior notice being given by the Licensor and subject to any

reasonable conﬁdentiality requirements of the Licensee, grant to the Licensor and its authorised agents reasonable

access, during working hours, to its premises, systems, accounts and records solely for the purpose of verifying the

Licensee’s compliance with this Agreement (including clause 11.5). If such audit reveals material non-compliance

with this Agreement by the Licensee, the Licensor may (without limiting any other rights and remedies of the

Licensor) require the Licensee to reimburse the Licensor for the reasonable costs of such audit.

5.3 Compliance with law: The Licensee must:

(a) comply with the requirements of the Privacy Act 1993 and any other applicable law or regulations relevant to its

possession or use of the Data; and

(b) ensure that its use of the Restricted Data is not inconsistent with the registration of the Licensor under the

Postal Services Act 1998 (or any other legislation or regulations applicable to the Licensor).

5.4 Feedback: The Licensee agrees to provide to the Licensor from time to time such information as the Licensor

reasonably requests regarding:

(a) the quality of the Data, the Documentation and any Support;

(b) uses for the Data;

(d) opportunities for the development and improvement of the Data.

5.5 Personnel and sub-contractors: The Licensee must ensure that its personnel, agents and sub-contractors comply

with the terms of clause 3 and this clause 5 as if they were the Licensee.

5.6 Breach by personnel: Any act or omission of any personnel, agent or sub-contractor of the Licensee which would

constitute a breach of this Agreement if it had been committed by the Licensee shall be deemed to be a breach of

this Agreement by the Licensee.

6. FEES

6.1 Payment of Fees: The Licensee must pay the Fees to the Licensor prior to the Supply Date and, in the case of any

Renewal Periods, prior to the commencement of the relevant Renewal Period, in accordance with this Agreement.

6.2 Amending Fees: The Licensor is entitled to vary any Fee annually during the term of this Agreement upon at least

30 days’ written notice. Any such variation will take effect on the date at which the next payment of Fees is due,

following the expiry of the notice period.

6.3 Default interest: The Licensor reserves the right to charge interest at the rate of 4% above the then overdraft

lending rate of the Licensor’s bankers on late payment of any Fee by the Licensee.

www.nzpost.co.nz

6.4 GST: All amounts payable by the Licensee under this Agreement are exclusive of GST and other duties or taxes.

Any GST, other duties or taxes payable in respect of such amounts shall be payable in addition to such amounts.

7. INTELLECTUAL PROPERTY

7.1 Except for those limited licences or rights to use that may be granted under this Agreement, neither party grants any

title or licence or right to use its existing Intellectual Property. Such Intellectual Property shall remain the exclusive

property of the party that owned it at the commencement of this Agreement, including any alterations, additions

or amendments to such Intellectual Property. Each party shall maintain adequate internal procedures, including

appropriate agreements with its employees and End Users, to protect the Intellectual Property of the other party in

the same manner as it protects its own Intellectual Property.

7.2 This section 7 shall survive the termination of this Agreement.

8. WARRANTIES

8.1 Licensor’s warranty: The Licensor warrants that:

(a) it owns or has a licence to use the Data; and

(b) the licensing of the Data by the Licensor and the use of the Data by the Licensee and any End User in

accordance with this Agreement and any End User Agreement (as applicable) will not breach:

(i) the Intellectual Property rights of any third party; or

(ii) the provisions of the Privacy Act 1993 or any other applicable law relating to the protection of

personal data.

8.2 No implied warranties from Licensor: The Licensor’s warranties in relation to the Data are limited to those set out

in this Agreement and all implied warranties or conditions are excluded. Without limitation, the Licensor does not

warrant that the Data will be free from errors, omissions, inaccuracies, viruses or other destructive code, or that the

Data will be ﬁt for the Licensee’s purpose or for use in any speciﬁc technical environment, or that the Licensor will

provide any training or Documentation with any Data. To avoid doubt, the Licensee agrees and represents that it is

acquiring the Data and Documentation (if any) for the purposes of a business and that the Consumer Guarantees Act

1993 (New Zealand) does not apply.

8.3 Licensee’s warranty: The Licensee warrants that:

(a) it has full capacity, and authority to enter into and perform its obligations under this Agreement, which when

this Agreement has been executed will constitute valid and binding obligations on it in accordance with this

Agreement; and

(b) any End User Agreements will meet the requirements contained in this Agreement.

9. CONFIDENTIALITY

9.1 General obligation: 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.

9.2 Extension: Each party undertakes to use its best endeavours to ensure that its employees, agents and any sub-

contractors and End Users are aware of, and comply with, clause 9.1.

9.3 Minimum standard: In fulﬁlling the obligations in clauses 9.1 and 9.2, each party will as a minimum standard use

the same degree of care to avoid disclosure as it uses to protect its own conﬁdential information.

9.4 Publicity: Unless expressly agreed otherwise by the Licensor in writing, the Licensee may not make any press

announcement or release relating to this Agreement or the Data without the approval of the Licensor as to the form

and manner of the announcement or release.

9.5 Public domain: For the purposes of clause 9.1, the fact that parts of the Data provided by the Licensor to the

Licensee may be in the public domain, does not in and of itself deem the Data, as a compilation, to be in the public

domain.

www.nzpost.co.nz

10. LIMITATION OF LIABILITY

10.1 No consequential loss, etc: Save in respect of the indemnities contained in clauses 10.5 and 10.6 and in any

Special Terms, and any breach of clause 9, in no circumstances shall either party be liable to the other under or

in connection with this Agreement, or in connection with any Data, in any circumstance whatsoever, whether in

contract, tort (including for negligence) or otherwise, for any loss of proﬁt, loss of revenue, loss of business or other

form of economic loss, or any form of indirect, consequential or special loss or damage.

10.2 Maximum liability of the Licensor: Save in respect of liability under the indemnity contained in clause 10.6, the

Licensor’s total aggregate liability to the Licensee under or in connection with this Agreement for the Licensee’s use

of the Data, whether arising in contract, tort (including for negligence) or otherwise, shall not exceed the aggregate

Fees paid by the Licensee to the Licensor during the period of one year ending on the date on which such liability arose.

In respect of the indemnity contained in clause 10.6, the Licensor’s maximum aggregate liability shall be $500,000.

10.3 Maximum liability of the Licensee: Save in respect of the indemnities contained in clauses 10.5(c) and 10.5(d) and in

any Special Terms, the Licensee’s total aggregate liability to the Licensor under or in connection with this Agreement

for the Licensee’s use of the Data, whether arising in contract, tort (including for negligence) or otherwise, shall

not exceed $500,000. In respect of the indemnities contained in clauses 10.5(c) and 10.5(d), the Licensee’s total

aggregate liability to the Licensor in relation to each End User shall not exceed $250,000.

10.4 No reliance: The Licensee warrants that it has not relied on any representation made by the Licensor which has not

been stated expressly in this Agreement.

10.5 Licensee’s Indemnity: Subject to clause 10.3, the Licensee indemniﬁes and keeps indemniﬁed the Licensor 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) or otherwise, arising out of or in connection with:

(a) any breach of the Licensee’s obligations under this Agreement

(b) any wilful or unlawful act or omission of the Licensee in relation to the Data or this Agreement;

to be included in such agreement pursuant to this Agreement; and

(d) the use of the Data by an End User or any other person who has obtained the Data from an End User.

10.6 Licensor’s indemnity: Subject to clauses 10.2and 10.7, the Licensor indemniﬁes the Licensee against and will, at

its cost, defend or settle any claim, suit, action or proceeding (collectively, an action) brought against the Licensee

attributable to any breach of the warranty contained in clause 8.1 or a claim that the authorised use of the Data by

the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property rights of a third

party, provided that:

(a) the Licensee notiﬁes the Licensor promptly in writing of any action and gives the Licensor complete authority

and information required for the conduct of the action and its defence, settlement or compromise;

(b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees,

agents distributors and End Users available to give such statements, advice and evidence as the Licensor may

reasonably request;

Licensor’s position in relation to defending or settling the action; and

(d) the Licensee at the Licensor’s instructions:

(i) amends its products and services to remove any material which is the subject of a claim that the

Intellectual Property rights of a third party, or any provisions of the Privacy Act 1993, or any other

applicable law relating to the protection of personal data, have been breached; and

(ii) ensures that each End User also removes any such material from the Licensee’s products held by that

End User.

10.7 Limitation of liability for breach of the Intellectual Property indemnity: If:

(a) the Licensor is required under clause 10.6 to indemnify the Licensee; and

(b) the alleged breach or claim giving rise to the obligation to indemnify the Licensee relates to material provided

to the Licensor under a licence from a third party,

the Licensor’s liability to the Licensee shall be limited to the amount the Licensor is able to recover from that third party.

www.nzpost.co.nz

11. TERMINATION

11.1 Termination by the Licensor: The Licensor may terminate this Agreement immediately by prior written notice if the

Licensee:

(a) breaches any term of this Agreement and (where such breach is capable of being remedied) fails to remedy

such breach within seven days of the date of written notiﬁcation of the breach;

(b) does anything in relation to the Data which in the Licensor’s reasonable opinion brings or is likely to bring the

Licensor into disrepute; or

11.2 Termination by the Licensee: Provided that the Licensee has complied with clause 2.4, the Licensee may terminate

this Agreement if the Licensor fails to provide Data in accordance with this Agreement (and such failure is not due to

any act or omission of the Licensee, its afﬁliates, employees, agents or sub-contractors) within 28 days of receipt of

written notice from the Licensee describing the failure and requiring it to be remedied.

11.3 Insolvency: Either party may terminate this Agreement immediately by written notice to the other if the other

party passes a resolution to be wound up or goes or is put into receivership, liquidation, statutory management or

circumstances arise which entitle a Court or a creditor to appoint a receiver or manager or which would entitle a

Court to make a winding up order, or suffers any other form of insolvency administration or any analogous event in

any jurisdiction.

11.4 Termination without cause: The Licensor may terminate this Agreement on an anniversary of the Commencement

Date on giving to the Licensee not less than 90 days written notice. The Licensee may terminate this Agreement at

any time on 30 days written notice, provided that any Fees paid or payable to the Licensor at the time of termination

shall remain payable and/or shall not be refunded to the Licensee.

11.5 Recovery of Data: On termination of this Agreement, the Licensee must immediately:

(a) deliver up to the Licensor; or

(b) at the Licensor’s option, delete or destroy,

all copies and reproductions of the Restricted Data and Documentation within its possession or control, other than

one back up copy of the Restricted Data as permitted by clause 11.6. The Licensee must conﬁrm in writing to the

Licensor that this has been done. Without prejudice to the foregoing, the Licensor may enter into any premises of

the Licensee to retrieve such copies and reproductions of the Restricted Data and Documentation or witness their

destruction.

11.6 Permitted copy: Following termination of this Agreement the Licensee may retain one back-up copy of the

Restricted Data for security purposes, provided however that such back up copy may at all times only be used by the

Licensee for archive retention, system failure retrieval and disaster recovery purposes. The Licensee must, for the

beneﬁt of the person named in the relevant disclaimer or copyright notice, include in such copy of the Restricted

Data any disclaimer or copyright notice which is included in the Restricted Data as provided to the Licensee (or on

the media on which the Restricted Data is provided to the Licensee).

11.7 Effect of termination on this Agreement: Upon termination of this Agreement, all rights and obligations of the

parties immediately cease to have effect except that:

(a) the termination of this Agreement is without prejudice to the rights and obligations of the parties accrued up to

and including the date of termination, including the right of the Licensor to recover from the Licensee any Fees

outstanding at the date of termination; and

(b) the clauses which, by their nature, are intended to survive termination of this Agreement, survive termination.

12. GENERAL

12.1 Notices: Each notice or other communication under this Agreement must be in writing and be made by email,

facsimile, personal delivery or by post to the addressee at the facsimile 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 by

the addressee to the other party. The initial facsimile number, address and relevant person or ofﬁce holder for each

party is speciﬁed in this Agreement. No communication shall be effective until received. The communication is

deemed to be received by the addressee:

www.nzpost.co.nz

(a) in the case of an email on the date on which it is dispatched or, if it is dispatched after 5.00PM on a Business

Day or on a non-business day, on the next Business Day after the date of dispatch, provided that if receipt is

disputed the party giving notice by email produces a printed copy of the email which evidences that the email

was sent to the email address of the party to whom notice is being given; and

(b) in the case of a facsimile, on receipt of transmission on the Business Day on which it is dispatched or, if it

is dispatched after 5:00PM (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;

(d) in the case of a letter, on the third Business Day after posting by “fast post”.

12.2 Force Majeure:

(a) Neither party is liable for any act, omission, or failure to fulﬁl its obligations under this Agreement arising

from any cause reasonably beyond its control including riots, acts of war, epidemics, governmental action

superimposed after the date of this Agreement, ﬁre, communication line failures, power failures, earthquakes

or other disasters (“Force Majeure”);

(b) The party unable to fulﬁl its obligations due to a Force Majeure must:

(i) immediately notify the other in writing and provide full information concerning the Force Majeure;

(ii) use its best endeavours to overcome the Force Majeure and minimise the loss to the other party; and

(iii) continue to perform its obligations as far as practicable.

Majeure, the other party may terminate this Agreement by written notice.

12.3 Waiver: Neither party is deemed to have waived any right under this Agreement unless the waiver is in writing.

A failure to exercise or delay in exercising any right under this Agreement will not operate as a waiver of that right.

Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in this

Agreement.

12.4 Severance: The illegality, invalidity or unenforceability of any provision of this Agreement will not affect the legality,

validity or enforceability of the remaining provisions of this Agreement.

12.5 Assignment: The Licensee may not transfer, assign or sub-contract any of its rights or obligations under this

Agreement without the prior written consent of the Licensor. The Licensee remains liable for the performance of its

obligations under this Agreement despite any approved sub-contracting, assignment, or transfer.

12.6 No partnership: Nothing in this Agreement is deemed to constitute the parties as partners, or that of coventurers 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.

12.7 Dispute resolution: The parties must 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.

12.8 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.

12.9 Amendments: Any modiﬁcation to or variation of this Agreement must be in writing and signed by the parties.

12.10 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 Data.

www.nzpost.co.nz

Special Terms for Base NZAD

These Special Terms form part of the Data Licence Agreement between the Licensor and the Licensee and is

subject to its terms. Unless expressly stated otherwise, terms deﬁned in the Common Terms and Conditions

shall have the same meaning in these Special Terms.

1. Data New Zealand Address Dataset (“NZAD”) comprising data relating to all

physical and postal addresses available to New Zealand Post for licensing

under this Agreement, as speciﬁed in parts 2 and 3 of the New Zealand

Post NZ Address Dataset Overview.

[Including the Exclusive Data speciﬁed in part 4 of the New Zealand Post

NZ Address Dataset Overview (the “Exclusive Data”)]

2. Format and transmission

of Data

Electronic transfer. Each ﬁle will be in compressed format.

3. Update Frequency: Quarterly updates on or around 31 March, 30 June, 30 September and

15 December.

4. Fees: Annual fee of [if Exclusive Data is included] excluding gst.

5. Permitted Use (for

Restricted Data)

The Licensee may use the Restricted Data for its internal business

purposes only.

6. Restrictions on use

of the Data:

The Restricted Data may not be distributed or on sold to third parties.

7. End User terms:

Not applicable.

9. Support: The Licensee may submit free of charge a reasonable number of address

updates (modiﬁcations, additions and deletions). The Licensor makes no

commitment to apply any such updates within any particular timeframe,

or at all, or to follow up the result of any such update submissions with the

Licensee.

10. Licensor’s contact details: Manager, Commercial Services

New Zealand Post

Private Bag 39990

Wellington Mail Centre

Wellington 5045

Fax: +64 4 568 1627

Email: dean.andrews@nzpost.co.nz

www.nzpost.co.nz

Special Terms for Commercial NZAD

These Special Terms form part of the Data Licence Agreement between the Licensor and the Licensee

and are subject to its terms. Unless expressly stated otherwise, terms deﬁned in the Common Terms and

Conditions shall have the same meaning in these Special Terms.

1. Data New Zealand Address Dataset (“NZAD”) ) comprising data relating to all

physical and postal addresses available to New Zealand Post for licensing

under this Agreement as speciﬁed in parts 2 and 3 of the New Zealand Post

NZ Address Dataset Overview.

[Including the Exclusive Data speciﬁed in section 7.3 of the New Zealand

Post NZ Address Dataset Overview (the “Exclusive Data”)]

2. Format and transmission

of Data

Electronic transfer. Each ﬁle will be in compressed format.

3. Update Frequency: Quarterly updates on or around 31 March, 30 June, 30 September and

15 December.

4. Beta Updates The Licensor at its sole discretion may from time to time make Beta

Updates available to the Licensee. Such Beta Updates may be used

for the Licensee’s internal business purposes only.

5. Fees: Annual fee of [if Exclusive Data is included] excluding gst.

6. Permitted Use

(for Restricted Data)

Subject to section 7 and the other provisions of these Special Terms, the

Licensee may use the Restricted Data:

a. for its internal business purposes;

b. for the purpose of producing, utilising, marketing and exploiting

software that provides address data services, provided always that

any such software must not permit any user of the software to amend

or modify the Restricted Data or access the Restricted Data other

than (a) through the software and (b) for the commercial purposes for

which the software was provided (“Licensee Software”);

c. to process End Users’ databases against the Licensee Software on

behalf of those End Users; and

d. to provide the Licensee Software to the Licensee’s authorised dealers

and resellers for distribution to End Users under an End User

Agreement containing the terms set out in section 8(a).

The parties agree that this section 6 expressly permits exceptions to

clause 3.8 of the Common Terms and Conditions. To the extent that this

section 67 is inconsistent with clause 3.8 of the Common Terms and

Conditions, this section shall prevail.

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7. Restrictions on use of the

Restricted Data:

a. The Restricted Data may not be distributed (whether for evaluation or

demonstration purposes or otherwise) or sold to End Users (whether

directly or through the Licensee’s authorised dealers and resellers)

other than:

i. as part of Licensee Software; and

ii. to End Users who have entered into an End User Agreement

containing the terms set out in section 8(a).

b. Any Restricted Data distributed or made available to End Users

pursuant to section 7(a) must be within the licence term set out in

clause 2.2 of the Agreement.

c. The Licensee must, for the beneﬁt of the person named in the

relevant disclaimer or copyright notice, include in any copy of the

Data or the Licensee Software any disclaimer or copyright notice

which is included in the Data as provided to the Licensee (or on the

media on which the Data is provided to the Licensee).

d. To avoid doubt, the Restricted Data may not be distributed or sold to

any third party as a data product.

e. The Exclusive Data in the “Property_type” ﬁeld (which identiﬁes,

among other things, whether an address is a residence or a holiday

home) may not be used in any Licensee Software which will be used

to provide an online address checking service for use by members

of the public. To avoid doubt this does not prevent the use of the

Exclusive Data in the “Property_type” ﬁeld being used in Licensee

Software to provide an address checking service for use solely by

an End User and its agents or sub-contractors, provided such data

is treated by the End User and its agents and sub-contractors as

conﬁdential in accordance with clause 9.1 of this Agreement.

8. End User terms: a. Any agreement under which an End User is entitled to use Restricted

Data must include the terms listed below. This section 8(a) does

not limit the other terms the Licensee may include in any End User

Agreement provided that such other terms (i) do not contradict or

detract from the terms listed below, (ii) are consistent with the terms

of these Special Terms and the Common Terms and Conditions, and

(iii) give the Licensor the same protection as is afforded by these

Special Terms and the Common Terms and Conditions.

i. The End User agrees that the Data (other than the Third Party

Data) and the Documentation and all Intellectual Property

Rights and other rights in the Data (other than the Third Party

Data) and the Documentation from time to time remain the

property of the Licensor.

ii. The End User has no right to use any of the trade marks,

business names or logos of the Licensor unless expressly

stated otherwise in any sub-licence granted to the End User

by the Licensee within the terms of any licence granted by the

Licensor to the Licensee.

iii. The End User must not make any statement or claim relating

to the Data being approved, recommended or endorsed by the

Licensor or do anything similar or imply that such is the case,

unless the Licensor has expressly given its prior written consent

to the form and content of such claim.

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iv. The End User (and any of its agents and sub-contractors) may

only use Restricted Data in accordance with the End User

Agreement, for the End User’s internal purposes, which may

include providing an online address checking service to the End

User’s customers. Without limiting the foregoing, the End User

(and any of its agents and subcontractors) must not:

a. sub-license all or any part of the Restricted Data to any

person, or purport or attempt to do so, in each case,

unless expressly permitted otherwise by the Licensor in

writing, or

b. other than as expressly permitted above, copy, reproduce,

publish, sell, let, modify, extract or otherwise part with

possession of the whole or any part of the Restricted Data

or relay or disseminate the same to any other party.

v. The End User must comply with the requirements of the Privacy

Act 1993 and any other applicable law or regulations relevant to

its possession or use of the Data.

vi. The End User must ensure that its personnel, agents and

sub- contractors comply with the above terms as if they were

the Licensee.

vii. The End User acknowledges that the Licensor has made no

warranty that the Data will be free from errors, omissions,

inaccuracies, viruses or other destructive code, or that the Data

will be ﬁt for the End User’s purpose or for use in any speciﬁc

technical environment.

viii. The End User agrees and represents that it is acquiring the Data

and any Documentation for the purposes of a business and that

the Consumer Guarantees Act 1993 (New Zealand) does not apply.

ix. The End User must indemnify the Licensor and keep the

Licensor indemniﬁed 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) or otherwise, arising out of or

in connection with any breach by the End User of any of the

above terms or the use of the Data by the End User or any other

person who has obtained the Data from an End User. The End

User’s total aggregate liability to the Licensor under this clause

ix shall not exceed $250,000.

x. The Licensor must have rights to enforce the above terms (and

the term in 8(b) below as applicable) for the purposes of the

Contracts (Privity) Act 1982, and is entitled to terminate the End

User’s right to use any Data if the End User breaches any of

those terms.

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b. Where Licensee Software is being used to provide an online address

checking service which includes access to the Exclusive Data in the

“Property_type” ﬁeld, the End User Agreement must also include

a term to the effect that the End User may not use the Licensee

Software to provide an online address checking service for use by

members of the public. To avoid doubt this does not prevent the use

of such Licensee Software to provide an address checking service for

use solely by an End User’s agents or sub-contractors, provided such

data is treated by the End User and its agents and sub-contractors as

conﬁdential.]

c. The Licensee must:

i. ensure that each End User complies with the End User terms

contained in 8(a) above; and

ii. notify the Licensor immediately upon becoming aware of any

breach of those terms by an End User and use all available

means to prevent the continuance of the breach.

9. Additional terms: a. For as long as the Licensee complies with the terms of these Special

Terms and the Agreement, the Licensee may make the following

statement in respect of the Data: “Data in this product is wholly or

partly derived from the New Zealand Post NZ Address Dataset”.

b. When promoting or marketing any product or service of the Licensee

which requires the use of any Data, the Licensee must:

i. not make any misrepresentations or misstatements about the

Data or the Licensor;

ii. not do anything that adversely reﬂects on, detracts from or

otherwise prejudices the reputation or standing of the Licensor,

the Data, or any products or services of the Licensor;

iii. comply with the reasonable directions of the Licensor;

iv. in relation to any documentation (including each End User

Agreement) provided to an End User in conjunction with any

such product or service, include the following notice: “The data

within the NZ Address Dataset is sourced from New Zealand

Post, Land Information New Zealand (LINZ) and Statistics New

Zealand. New Zealand Post copyright reserved. Data sourced

from LINZ and Statistics New Zealand is subject to Creative

Commons licence terms available at http://creativecommons.

org/licenses/by/3.0/nz/ (the “CC Terms”) and may be used in

accordance with the CC Terms”; and

v. acknowledge the Licensor on any such product and/or the

packaging of any such product, or in connection with any such

service, by including the notice contained in section 9(b)(iv)

and the statement that New Zealand Post Limited owns, or

has a licence to use, all intellectual property rights in the data

incorporated in this product or service”.

c. The Licensee must indemnify the Licensor and keep the Licensor

indemniﬁed against any damage, liability, loss, cost or expense

(including legal costs on a solicitor and own client basis) arising from

or in connection with any claim that the Licensee Software infringes

the Intellectual Property Rights of any third party.

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10. Support: The following support will be provided by the Licensor to licensees under

the Special Terms for Commercial NZAD but not to licensees under the

Special Terms for Base NZAD.

The Licensor will action 15 support requests from the Licensee per

quarter via telephone or email. The Licensor may at its discretion not

count any support call against the quarterly allocation. If support is

requested beyond this level the Licensor may at its discretion charge $200

per hour for the time spent responding to support requests.

Support will be provided by telephone or online by email during the core

hours of Monday through Friday from 9:00AM. to 5:00PM., New Zealand

time (excluding statutory holidays). The Licensor will endeavour to

respond to all requests from the Licensee before the close of the next

working day. The Licensor will endeavour to determine and notify to the

Licensee a solution for each request or reported problem within ten

working days of the question or problem being reported to the Licensor.

The Licensor reserves the right to provide email-only support to the

Licensee outside New Zealand. All support will be provided in English.

Support will address issues including but not limited to:

• Data queries

Support will be offered to explain changes to the NZAD (updates to the

data, what has changed, modiﬁed, been deleted, what is coming up in

terms of new inclusions, etc.)

• NZAD design

Support will be offered to explain the rationale behind particular

addressing rules and the data structures in the NZAD, the tables and

ﬁelds, and the various output ﬁles.

• Proposals for NZAD modiﬁcation

The Licensor may, at its sole discretion and on a case-by-case basis,

choose to examine any request from the Licensee to be able to modify,

extract or add to the Data. The Licensee may submit such a request

through the normal support channels.

• Beta NZAD support

The Licensor will provide technical support for Beta NZAD s issued when

there are upcoming changes to the NZAD tables or data structures.

There will be no severity ratings. Requests will be responded to in the

order they are received.

The Licensor at its discretion may make on-site service calls to the

Licensee’s premises.

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GENERAL PROVISIONS

The above support is provided on a “reasonable endeavours” basis and

resolution of any issue raised is not guaranteed. The Licensor’s obligation

to provide the above support in respect of any Data expires with the expiry

or termination of the Licensee’s licence to use that Data.

The Licensor does not commit to provide training.

Technical documentation is available at www.nzpost.co.nz/sendright

When requesting technical support, the Licensee must identify its

New Zealand

Post account number and the type of GeoPAF licence it holds. The support

contact details are:

New Zealand Post Customer Support Centre: 0800 501 501

and as set out below.

11. Licensor’s contact details: Manager, Commercial Services

New Zealand Post

Private Bag 39990

Wellington Mail Centre

Wellington 5045

Fax: +64 4 568 1627

Email: dodirect@nzpost.co.nz

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