Terms of Service

What EasyParcel provides

EasyParcel licenses and hosts software. We give you a dedicated, branded instance of our platform through which you can quote, book, label, track and report on parcel and freight consignments with the carriers you have chosen, and through which you can serve your own customers.

We are not a carrier, a freight forwarder, a customs broker or a delivery service, and we are not a party to any contract of carriage. When a consignment is booked through the platform, the contract of carriage is between you (or your customer) and the carrier, under the carrier's own terms and conditions and using your own carrier account. We transmit the booking. We do not collect, handle, transport, store or deliver any goods.

It follows that we are not responsible for, and have no liability for:

• loss of, damage to, delay to, misdelivery of or non-delivery of any consignment;
• the rates, surcharges, fuel adjustments, dimensional adjustments or invoices applied by any carrier;
• a carrier's acceptance, refusal, suspension or cancellation of any booking or of your carrier account; or
• the accuracy of tracking events, delivery scans, proof of delivery or estimated delivery dates, all of which originate with the carrier and are passed through by us as received.

Claims about any of those things are between you and the carrier, and must be made under that carrier's claims process and within its time limits.

Some words we use

In these terms:

• Carrier means any transport, courier, postal or freight operator whose services you access through the platform.
• Carrier Account means an account or contract you hold with a Carrier, and the credentials issued to you for it.
• Data means the data, content and information (including personal information) that is owned, held, used or created by you or on your behalf, and that is stored in or entered into the platform. Data includes information about your own customers and their consignments.
• Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity.
• Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful or unlawful in any way.
• Permitted Users means your personnel and your own customers, to whom you may give access to your instance under these terms.
• Personal information has the meaning given in the Privacy Act 2020.
• Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
• Underlying Systems means the EasyParcel software and the other software, IT solutions, systems and networks (including software and hardware) used to provide the platform, including any third-party solutions, systems and networks.
• Working day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand.

Your licence, and your users

What we grant you

For as long as these terms apply and your account is in good standing, we grant you a limited, non-exclusive, non-transferable licence to access and use the platform for your own business purposes, including the purpose of providing parcel and freight management services to your own customers.

Permitted Users

You may give your personnel and your own customers access to your instance as Permitted Users. You must make sure every Permitted User complies with these terms, and you are responsible for everything they do and fail to do as if it were your own act or omission. Except for that right, you must not transfer, sublicense, resell or otherwise dispose of any rights in the EasyParcel software.

Your own customers

We have no contractual relationship with your customers. You are solely responsible for your relationship with them, including your own terms of trade, your pricing, your invoicing, your support and your handling of their complaints. Your terms with them must be no less protective of EasyParcel than these terms are, and must not represent that EasyParcel carries goods, contracts with them, or owes them any duty.

What you must not do

You must not, and must not permit anyone else to, or attempt to:

• copy the EasyParcel software;
• alter, modify, reverse assemble, reverse compile or enhance the EasyParcel software;
• use the platform other than for your own business purposes;
• remove any proprietary notices or labels on or in the software; or
• do anything that would or might invalidate or be inconsistent with our Intellectual Property Rights.

Your account

Account security

You are responsible for keeping your account login details confidential, and for everything that happens under your account and under the logins you issue to Permitted Users. Tell us as soon as you become aware of any unauthorised access or any security incident affecting your instance.

Access conditions

When accessing the platform, you and your personnel must:

• not impersonate another person or misrepresent authorisation to act on behalf of others or of EasyParcel;
• correctly identify the sender of all electronic transmissions;
• not attempt to undermine the security or integrity of the Underlying Systems;
• not use or misuse the platform in a way that may impair the functionality of the Underlying Systems, or impair anyone else's ability to use the platform; and
• not attempt to view, access or copy any material or data other than material and data you are authorised to access, and only to the extent necessary to use the platform under these terms.

Carrier accounts and charges

You bring your own Carrier Accounts. Your contract with each Carrier is yours alone, and nothing in these terms changes it or makes us a party to it.

When you connect a Carrier Account, you authorise us to use the credentials you supply to transmit quotes, bookings, labels, collection requests, manifests and tracking requests to that Carrier on your behalf, and to receive the responses. You warrant that:

• you are entitled to grant that authority;
• your agreement with the Carrier permits consignments to be lodged through third-party software; and
• the credentials you give us are yours to give and are kept current.

All charges raised by a Carrier are yours. This includes freight charges, surcharges, adjustments, penalties and recovery costs, whether the booking was made by you, by one of your Permitted Users, or automatically by a rule you configured. We do not pay Carrier charges and we do not stand behind any rate.

Carrier credentials can be revoked, rotated, throttled or suspended by the Carrier at any time, and Carrier entitlements can be withdrawn. Where that happens, the affected bookings may fail. That is not a breach of these terms by us.

Reporting and data exports in the platform are provided for your internal use and are indicative only. The Carrier's own invoice governs what you owe the Carrier. If you bill your own customers using figures taken from the platform, you are responsible for reconciling them first.

Acceptable use, and the data you submit

You must use the platform in compliance with all applicable laws and regulations, and must not use it to store, send or process anything Objectionable.

Consignment data is your responsibility. You warrant that the information you and your Permitted Users submit through the platform, including addresses, weights, dimensions, goods descriptions, declared values, harmonised codes and customs declarations, is accurate and complete, and complies with:

• your agreements with each Carrier, including its prohibited items and dangerous goods rules; and
• all applicable customs, biosecurity, export control and sanctions requirements, for both domestic and international consignments.

We do not check, validate or vet consignment contents or declarations, and we are not responsible for doing so.

You indemnify us against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from:

• any actual or alleged claim by a third party that your Data infringes their rights (including Intellectual Property Rights and privacy rights), or that your Data is Objectionable, incorrect or misleading;
• your breach of the consignment data warranties above, or of any Carrier's terms; and
• any claim brought against us by one of your customers or other Permitted Users arising out of your services to them.

Things we depend on but do not control

The platform connects to systems operated by other people: Carrier rating, booking, labelling and tracking interfaces, ecommerce and inventory platforms such as Shopify, WooCommerce and Unleashed, address and geocoding services, and the cloud infrastructure the platform runs on.

Those interfaces change, degrade, rate-limit, and are sometimes withdrawn, and none of that is within our control. We do not warrant that any particular integration will be available, will remain available, or will continue to behave the same way. A change to, failure of, or withdrawal of a third-party interface is not a breach of these terms by us, although we will use reasonable efforts to adapt the platform where it is practical to do so.

Where we describe features or integrations as planned or forthcoming, we are describing our current intentions. Those descriptions are indicative and are not commitments, and you should not rely on them when deciding to use the platform.

Your data

Ownership and our access

Your Data is yours. You acknowledge that we may need to access it to exercise our rights and perform our obligations under these terms, and that we may authorise members of our personnel to do so for that purpose, subject to the confidentiality obligations below. You must arrange any consents and approvals necessary for us to access it.

Analytical data

We may use your Data and information about your use of the platform to generate anonymised and aggregated statistical and analytical data (Analytical Data), and may use Analytical Data for our internal research and product development, and to identify trends and insights. Analytical Data never identifies you, your customers or your consignments. Title to, and all Intellectual Property Rights in, Analytical Data are and remain ours, and our rights under this section survive these terms ending.

Personal information

Where your Data contains personal information, we collect, hold and process it as your agent for the purposes of the Privacy Act 2020. You must obtain all consents necessary for us to do so, including from your own customers and their recipients.

We will take reasonable technical and organisational measures to protect your Data against loss and unauthorised access, use, modification or disclosure. If we become aware of a privacy breach affecting your Data, we will notify you without undue delay and will co-operate with you in assessing and responding to it, including any notification required under Part 6 of the Privacy Act 2020.

Where your data is held

The platform and its databases are hosted on cloud infrastructure located in Australia. Some supporting services process data outside Australia and New Zealand, including transactional email delivery, which is processed in the United States. Carrier interfaces are operated by the Carriers themselves, in the jurisdictions where they operate. Our Privacy Policy has more detail. By using the platform you authorise these overseas disclosures.

Getting your data back

For 30 days after these terms end, you may export your Data through the platform's standard export functions, or ask us for an extract in a commonly used machine-readable format. After that period we may delete your Data. Copies held in routine backups are deleted on our ordinary backup cycle, and we may retain Data where the law requires it.

Fees

The fees for your instance, including any establishment fee, per-label fee and monthly subscription, are set out in the order form or schedule you have agreed with us. All fees are exclusive of GST and of any Carrier charges.

Unless your order form says otherwise, invoices are payable by the 20th of the month following the date of invoice, and fees are non-refundable. If an amount is not paid when due, we may charge interest on the overdue amount at 1.5% per month, calculated daily from the due date until payment, and may recover the reasonable costs of collecting it.

We review pricing every 12 months. Where we cannot agree a revised price, the fees will increase on the anniversary date by the annual percentage change in the Consumers Price Index, all groups, published by Statistics New Zealand for the most recent 12-month period.

Intellectual property

We own all right, title and interest in the EasyParcel platform, the Underlying Systems and all Intellectual Property Rights in them. Nothing in these terms transfers any of it to you. Your branding stays yours, and applying it to your instance does not give us rights in it beyond what we need to operate the platform for you.

If you give us ideas, comments or suggestions about the platform, all Intellectual Property Rights in that feedback, and in anything created as a result of it, are owned solely by us, and we may use or disclose the feedback for any purpose.

We will defend you against any claim by a third party that the platform itself infringes their Intellectual Property Rights, and will pay any damages finally awarded or agreed in settlement, provided you notify us promptly, give us sole control of the defence and settlement, and give us reasonable assistance. If such a claim is made or we think one is likely, we may modify the platform, replace it with something functionally equivalent, or terminate these terms and refund fees paid for the unused part of the period. This is your sole remedy for infringement claims. It does not apply where the claim arises from your Data, your branding, or your use of the platform other than as permitted here.

Confidentiality

Confidential Information means the terms of your agreement with us and any information that is not public knowledge and that is obtained from the other party in connection with these terms. Our Confidential Information includes our Intellectual Property and the EasyParcel software. Yours includes your Data.

Each party must keep the other's Confidential Information confidential and not disclose it to anyone else. That obligation does not apply to disclosure or use:

• for the purpose of performing these terms or exercising a party's rights under them;
• required by law, including under the rules of any stock exchange;
• of information that is publicly available through no fault of the recipient or its personnel;
• of information rightfully received from a third party without restriction and without breach of any obligation of confidence; or
• by us, if required as part of a bona fide sale of our business, whether of assets or shares and whether in whole or in part, provided we put the third party under confidentiality obligations no less restrictive than these.

Warranties and disclaimers

Each party warrants that it has full power and authority to enter into and perform its obligations under these terms.

Beyond that, and to the maximum extent permitted by law, the platform is provided on an “as is” basis. We do not warrant that it will be continuously available, available without interruption, error free, or fit for any particular purpose. Availability depends on factors outside our control, including the Underlying Systems and the third parties described above. Where you have signed an agreement with us that includes service levels, those service levels apply instead of this paragraph to the extent they conflict.

All conditions, guarantees and warranties implied by statute or otherwise, including any warranty under Part 3 of the Contract and Commercial Law Act 2017, are excluded to the maximum extent permitted by law, and to the extent they cannot be excluded, our liability for them is limited as set out below.

You acquire the platform in trade, and the parties agree that the Consumer Guarantees Act 1993 does not apply. The parties also agree to contract out of sections 9, 12A and 13 of the Fair Trading Act 1986. Both parties are in trade, they are contracting in the course of that trade, and the parties agree that it is fair and reasonable to be bound by this paragraph.

Where legislation or a rule of law implies a condition or warranty that cannot be excluded or modified by contract, it is deemed to be included in these terms, but our liability for breach of it is limited, at our option, to supplying the services again or paying the cost of having them supplied again.

Liability

To the maximum extent permitted by law, we are not liable to you or to anyone else for any claim, damage, loss, liability or cost under or in connection with these terms, the platform, or your access to or use of (or inability to access or use) the platform.

Neither party is liable for any indirect, incidental, special or consequential loss, or for any loss of profit, revenue, savings, business, data or goodwill, however arising.

To the extent any liability survives the exclusions above, the maximum aggregate liability of each party under or in connection with these terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the total fees paid by you in the 12 months before the first event giving rise to the liability.

The cap in the previous paragraph does not apply to:

• fees you owe us;
• either party's breach of the confidentiality section;
• your infringement of our Intellectual Property Rights, or breach of the licence restrictions;
• your indemnities under these terms; or
• either party's fraud or wilful misconduct.

Nothing in this section limits liability that cannot be limited by law.

Suspension and termination

Suspension

We may suspend your access to the platform, in whole or in part, if fees remain unpaid more than 10 working days after the due date, if we reasonably believe your use is threatening the security, integrity or availability of the Underlying Systems or another customer's instance, or if we are required to do so by law. Where it is practical to do so we will warn you first, and we will restore access once the cause is resolved. Suspension does not suspend your obligation to pay.

Termination

Either party may terminate these terms by giving the other not less than three months' written notice. Either party may also terminate immediately by written notice if the other:

• materially breaches these terms and does not remedy the breach within 20 working days of being asked in writing to do so, or the breach cannot be remedied; or
• becomes insolvent, has a receiver, liquidator, statutory manager or administrator appointed, or ceases to carry on business.

What happens then

On termination your access to the platform ends, all outstanding fees become immediately due and payable, and the data retrieval window described above begins. Termination does not affect rights or obligations that accrued before it.

The sections dealing with your data, acceptable use indemnities, intellectual property, confidentiality, warranties and disclaimers, liability, the consequences of termination, and the general provisions below, along with any other section which by its nature is intended to survive, continue in force after these terms end.

Changes to these terms

We may update these terms from time to time, for example to reflect new features, new integrations, or changes in the law. When we do, we will publish the revised version on this page and update the date at the top.

Where a change is material and affects you adversely, we will give you reasonable notice before it takes effect, usually by email to your account contact. Continuing to use the platform after a change takes effect means you accept the revised terms. If you do not accept them, you may terminate under the termination section.

Where you have signed a written agreement with us, that agreement can only be varied in the way it says.

General

Force majeure

Neither party is liable for failing to perform its obligations to the extent the failure is caused by events beyond its reasonable control. If such an event continues for more than 60 days, either party may terminate these terms by written notice.

Notices

Notices under these terms must be in writing and sent by email: to you, at the address recorded for your account; and to us, at legal@easyparcel.co.nz. A notice is treated as received on the next working day after it is sent, unless the sender receives a delivery failure notification.

Assignment

You may not assign or transfer your rights under these terms without our prior written consent, which we will not unreasonably withhold. We may assign or transfer ours on a sale or reorganisation of our business.

Relationship

Except as stated in the personal information section, we are an independent contractor. No other relationship, such as joint venture, agency, trust or partnership, exists between us.

Non-solicitation

Neither party will approach or attempt to solicit the business of the other party's customers, while these terms are in force and for 12 months afterwards. This does not prevent general advertising not targeted at those customers.

Waiver

A right under these terms is only waived if the waiver is in writing and signed by the party waiving it.

Severability

If any provision is or becomes illegal, unenforceable or invalid, it is deemed modified to the minimum extent required to fix that. If modification is not possible, the provision is treated as severed, without affecting the rest of these terms.

Disputes

If a dispute arises, the parties will first try to resolve it by negotiation between senior representatives. If it is not resolved within 20 working days, the parties will attempt mediation before starting court proceedings. Nothing in this section prevents either party from seeking urgent interim relief.

Entire agreement

These terms, together with any signed agreement and order form, are the entire agreement between the parties about their subject matter, and supersede everything that came before. Neither party has relied on any representation, warranty or agreement that is not set out in them.

Governing law

These terms are governed by and construed in accordance with the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with them.

How to contact us

If you have a question about these terms, or about your agreement with us, please get in touch. As a technology company we prefer to communicate by email, which makes sure you reach the right person.

Our email is legal@easyparcel.co.nz. For questions about personal information, see our Privacy Policy.