www.nzpost.co.nz
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;
(c) a reference to “$” or “NZD” is a reference to New Zealand currency; and
(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;
(c) The Alias Tables specified in part 3 of the New Zealand Post NZ Address Dataset Overview; and
(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
(c) sub-license all or any part of the Restricted Data to any person, nor purport or attempt to do so,
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;
(c) the market for the Data; and
(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;
(c) any breach by any End User or prospective End User of any term of any End User Agreement that was required
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;
(c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the
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
(c) breaches clause 9.
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;
(c) in the case of personal delivery, when delivered; and
(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.
(c) If the party cannot perform its obligations within 20 Business Days after the commencement of the Force
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.
www.nzpost.co.nz
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.
www.nzpost.co.nz
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.
www.nzpost.co.nz
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.
www.nzpost.co.nz
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.
www.nzpost.co.nz
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
Chrome Web Store
It looks like you haven't installed the Fill Chrome Extension Add to Chrome