SendStation™ & PB-Parcel Services
Thank you for choosing Pitney Bowes’ SendStation™ shipping application (“SendStation”) and our PB-Parcel Services, as described below.
This Agreement is between you our client (“you” and “your”) and Pitney Bowes New Zealand Limited (Co. No. 923929) (“Pitney Bowes”, “we”, “us”, and “our”).
SendStation is the shipping application on the Pitney Bowes shipping station device, that allows a New Zealand Post (or a New Zealand Post owned service provider, collectively “NZ-Post”) shipping label (“Shipping Label”) to be created and printed. “PB-Parcel Services” refers to the special Parcel rates offered by Pitney Bowes (as shown in SendStation at the time of placing an Order) and the monthly invoice for these charges, which are available through SendStation.
You acknowledge that:
(a) NZ-Post provides its shipping services pursuant to its terms and conditions for each shipping service, which can be found at its website: www.nzpost.co.nz (the “Site”) (“NZ-Post Terms”), and you also acknowledge that the NZ-Post Terms may be changed from time to time. By continuing to use the PB-Parcel Services after any such changes, you agree to be bound by such changes. If you do not wish to agree to the new terms, you must immediately stop using that portion of the PB-Parcel Services affected;
(b) The NZ-Post Terms are incorporated into this Agreement by reference. In respect of each Order, if there is a conflict between the relevant NZ-Post Terms and any of the other terms of this Agreement, the relevant NZ-Post Terms shall prevail;
(c)In respect of each Order, NZ-Post (as the shipping carrier) is responsible for the shipment of your parcel or other shipping item (“Parcel”), and you agree to contact NZ-Post direct in the event of any loss or damage to your Parcel or to investigate tracking data and estimated delivery date for each Parcel; and
(d) The SendStation application is hosted in Australia.
Throughout the period of your use of the PB-Parcel Services, you must provide us true, complete and up-to-date information for your company/organisation – i.e. your direct debit information, your physical address, your company/organisation’s name, and site contact details. You won’t use the PB-Parcel Services in a way that violates any laws or regulations, including any relating to data protection and/or privacy. We may refuse service or close your account if you fail to comply with this Agreement.
2. Use of SendStation and the PB-Parcel Services
a) As long as you continue to comply with the terms of this Agreement, we grant you a non-exclusive and non-transferable licence to access and use SendStation to obtain PB-Parcel Services, for as long as we make this offering available in New Zealand. We (and our third party licensors and service providers) reserve all rights to SendStation and the PB-Parcel Services not expressly granted to you in this Agreement.
b) You agree that you will use the PB-Parcel Services only for business or commercial purposes and not for personal, family or household purposes.
c) You agree not to use the PB-Parcel Services to send infringing, obscene, threatening or unlawful or tortious material or disrupt other users of the PB-Parcel Services. You will not: (i) make derivative works of the SendStation; (ii) reverse engineer, decompile or disassemble SendStation; (iii) separate the components of SendStation, or install and use such components separately and independently of the SendStation software they comprise; (iv) sub-licence, sell, rent, lease, lend, time-share, disclose, transfer or host SendStation, documentation or any other confidential or proprietary information to or for any other parties; or (v) extract any data and/or code from SendStation and use such data and/or code for any purpose other than for your use of SendStation and the PB-Parcel Services.
d) If you do not comply with this Section 2, you will be in material breach of this Agreement, and we will have the right to immediately terminate your use of SendStation and the PB-Parcel Services.
e) The terms and conditions of this Agreement (as such may be amended in accordance with this Agreement) will apply to and govern all future Orders placed through SendStation.
f) If a Parcel that is the subject of an Order is lost or damaged, or you have another claim in relation to it, you must contact NZ-Post and follow their process.
3. Term and Termination, and Suspension
b) You may terminate your account and this Agreement at any time and for any reason by giving 30 days’ notice to us, except any fees still due to us under any Orders will remain due and payable.
c) We may (if we have reasonable reason to do so) at any time: (i) refuse to accept or fulfill your Orders or any part of any Orders; or (ii) move, suspend or terminate all or any part of the PB-Parcel Services or terminate your account and this Agreement; in which event we will inform you of the same.
d) Once your use of the PB-Parcel Services is terminated: (i) we may permanently delete your account and all the data associated with it, in accordance with our records management policies and as permitted by applicable law; (ii) you must immediately stop using SendStation and the PB-Parcel Services; and (iii) each party will promptly return or destroy all confidential information of the other party.
e) Any termination of this Agreement: (i) is in addition to and not in lieu of any other legal or equitable remedies available to us; and (ii) does not affect any outstanding amounts due from you for Orders placed by you prior to termination, which shall continue to be due and payable in accordance with this Agreement.
We may change the PB-Parcel Services and any features from time to time, and if such changes are material, we will notify you. If you do not wish to continue using the modified PB-Parcel Services, you may terminate your use of the PB-Parcel Services. We may change any terms of this Agreement by posting revised terms as a notification on our invoices. The new terms will be effective from the date of your first Order placed after the date of such changes, and will apply thereafter until amended in accordance with this clause. By continuing to use the PB-Parcel Services after any such changes, you agree to be bound by such changes. If you do not wish to agree to the new terms, you must immediately stop using that portion of the PB-Parcel Services affected.
5. Account, Site-Code and Password
By registering for the PB-Parcel Services, you will be prompted to establish certain passwords and provide other access information to enable you to use the PB-Parcel Services. We will allocate you a ‘site code’ that will be provided to us by NZPost and will be held in SendStation, and we will use this ‘site code’ to verify the fees and charges that appear in each invoice. You represent that you have all necessary authority to establish an account with us on behalf of your business/organisation. The user name and password are confidential information and should be used solely by you to access your account and use the PB-Parcel Services. You are responsible for keeping your user name and password confidential. You will take all reasonable steps to prevent unauthorised access to your account and you will immediately notify us of any unauthorised use of your accounts or any other breach of security. We aren’t responsible for any losses due to lost, stolen or hacked passwords.
6. Fees, GST and Payment Terms
a) In respect of your use of SendStation and the PB-Parcel Services, you will pay us:
(i) the fees as stated in each invoice we provide you in respect of your Orders;
(ii) all ‘unit variable charges’ applied by NZ-Post in respect of each Shipping Label; and
(iii) GST on the above fees and charges in the amount and manner prescribed by applicable law.
b)All fees and charges due under each Order will be payable without any set-off or reduction.
c) We will invoice you for Orders monthly in arrears. You must pay all fees and charges (and the applicable GST) by direct debit, and you authorise us to direct debit your bank account accordingly on the fifth (5th) business day following each invoice date.
d)If you think there’s a mistake on your invoice, please let us know within sixty (60) days of receiving the invoice. We will consider your query promptly and in good faith, and in the event a refund is due, we will refund any amount we owe you within thirty (30) days of the date of receiving the query.
e)If you don’t pay an undisputed amount when due, we may charge interest on that amount at the rate of twelve per cent (12%) per annum, calculated daily and compounding monthly, and may stop providing the PB-Parcel Services to you until we agree alternative payment arrangements with you.
f) If we have any concerns about your credit rating at any time, we may contact you for more information or may stop providing PB-Parcel Services to you until we agree alternative payment arrangements.
g) We may transfer any overdue amounts you owe us to a third party for collection after notice to you. If we do this, you may also be required to pay any additional collection costs incurred.
h)All fees and charges in our invoices are stated in New Zealand dollars.
7. Personal Information
We will comply with our privacy statement located at https://www.pitneybowes.com/nz/legal-statement/privacy-statement.html as it may be updated by us from time to time (“Privacy Statement”) in respect of any individually identifiable personal information collected or stored by us as part of providing the PB-Parcel Services.
Pitney Bowes, the Pitney Bowes logo, and associated brand names, trademarks and domain names are our intellectual property in the United States and other countries. All marks not owned by us are the property of their owners. You may not use, and nothing contained in this Agreement grants any right to use, any of our trademarks without our written permission or from the owner of the trademark. In addition, except as expressly permitted in this Agreement, you will not use any of our intellectual property without our prior written consent.
9. Feedback, and Data
a) You grant to us (and our affiliates and service providers, if applicable) the right to use the data you provide to us as necessary to provide the PB-Parcel Services and as provided in our Privacy Statement. We reserve the right to use, without limitation, any anonymised or aggregated data that does not identify you, any Parcel recipient or any user of the PB-Parcel Services. We retain the right to use data derived from your use of the PB-Parcel Services for our internal purposes and for the purposes of performing analytics on the PB-Parcel Services, and/or for improving or enhancing the PB-Parcel Services or other products or services offered by us to our customers, all in accordance with the Privacy Statement.
b) You assign to us all right, title, and interest (including all rights in copyright and resulting patents) in any feedbacks and suggestions provided to us related to your use of the PB-Parcel Services.
10. LIMITATION OF LIABILITY
A) TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ASSUME FULL RESPONSIBILITY FOR ANY LOSS THAT RESULTS FROM YOUR USE OF OR INABILITY TO USE THE PB-PARCEL SERVICES AND WE WILL NOT BE LIABLE FOR ANY SUCH LOSS. IF THE WAIVER OF LIABILITY IN THE PREVIOUS SENTENCE IS NOT PERMITTED BY LAW, OUR TOTAL LIABILITY FOR ALL CLAIMS MADE RELATING TO YOUR USE OF OR INABILITY TO USE THE PB-PARCEL SERVICES IN ANY CALENDAR MONTH WILL BE LIMITED TO THE LESSER OF: (1) AN AMOUNT EQUAL TO WHAT YOU PAID US TO PROVIDE THE PB-PARCEL SERVICES FOR THE PREVIOUS CALENDAR MONTH; OR (2) NZ$ 2,000.
B) YOU ACKNOWLEDGE AND AGREE THAT WE WILL NOT BE LIABLE TO YOU FOR ANY LOSS OF, OR DAMAGE TO, ANY PARCEL TO BE SHIPPED THROUGH THE PB-PARCEL SERVICES, OR FOR ANY DELAY IN SHIPPING A PARCEL OR FAILURE TO DELIVER A PARCEL. ANY SUCH CLAIM IS A MATTER BETWEEN YOU AND NZ-POST (AS THE CARRIER), AND YOU ACKNOWLEDGE THAT NZ-POST’S LIABILITY IS LIMITED AS PER THE APPLICABLE NZ-POST TERMS.
C) YOU ACKNOWLEDGE THAT YOU MAY OBTAIN INSURANCE FOR SHIPPING ITEMS (AT YOUR COST AND DISCRETION), AND ACCORDINGLY THAT THE LIMITATIONS OF OUR LIABILITY IN CLAUSES 10(A) AND 10(B) ARE REASONABLE IN THE CIRCUMSTANCES.
D) WE WON’T BE LIABLE, AND HEREBY EXPRESSLY DISCLAIM ANY LIABILITY, FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT OR REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF SAVINGS, BUSINESS INTERRUPTION OR LOST DATA YOU MAY SUFFER UNDER ANY CIRCUMSTANCES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
E) YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO AN ORDER OR THIS AGREEMENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE; OTHERWISE SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
F) We are not required to comply with this Agreement to the extent it is not reasonably practical for us to do so because of an event outside our control.
11. SERVICE AVAILABILITY, AND DISCLAIMERS
A) YOUR ACCESS TO AND USE OF THE PB-PARCEL SERVICES MAY BE INTERRUPTED FROM TIME TO TIME FOR VARIOUS REASONS, INCLUDING, WITHOUT LIMITATION, MALFUNCTION OF EQUIPMENT, PERIODIC UPDATING, MAINTENANCE OR REPAIR OF THE SITE, FAILURE OF TELECOMMUNICATIONS OR DIGITAL TRANSMISSION LINKS, OR OTHER ACTIONS THAT WE MAY ELECT TO TAKE.
B) EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE PB-PARCEL SERVICES, INCLUDING ANY THIRD PARTY SERVICE OR DATA, ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY AND NON-INFRINGEMENT. WE DON’T GUARANTEE THAT SENDSTATION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT WE WILL CORRECT ALL ERRORS.
c) All conditions, terms, guarantees, representations and warranties that are or might otherwise be implied by law, practice, trade usage, or international convention, are excluded to the fullest extent permitted by law. For the purposes of section 5D of the Fair Trading Act 1986 (NZ) (FTA) and section 43 of the Consumer Guarantees Act 1993(NZ) (CGA), we both acknowledge and agree that: (a) SendStation and the PB-Parcel Services are supplied to you for a business purpose and are not “consumer” goods (as defined in the CGA and FTA); and (b) in any event, to the extent permitted by law, we are contracting out of the CGA (to the extent that the CGA would otherwise apply to any matters covered by this Agreement) and sections 9, 12A and 13 of the FTA (in respect of all matters covered by this Agreement).
12. Third Party Sites
The Site and this Agreement may contain links to third party websites, including links to the websites of carriers (“Linked Sites”). The Linked Sites are not under our control and we are not responsible for the contents of any Linked Site, including any link contained in a Linked Site, or any changes or updates to a Linked Site. You should contact the site administrator or webmaster for those Linked Sites if you have any concerns regarding such links or the content located there.
13. Compliance with Laws, and Export Rules
a) Each party will comply with all applicable federal, state and local laws, rules and regulations, including export regulations and privacy laws. You will be solely responsible for the content of all data submitted to us in connection with our provision of the PB-Parcel Services and will comply with all laws, rules and regulations relating to the use, disclosure and transmission of such data.
b) In your use of SendStation and the PB-Parcel Services, you agree not to export, re-export, or provide any Parcel to: (a) any country to which the United States has embargoed goods; (b) any person on the U.S. Treasury Department’s list of Specially Designated Nationals; (c) any person or entity on the U.S. Commerce Department’s Denied Persons List; or (d) any person or entity where such export, re-export or provision violates any U.S. Export control or regulation.
c) If you do attempt to create a Shipping Label in contravention of Clause 13(b), SendStation or NZ Post may deny creation of the Shipping Label and/or refuse to deliver the Parcel. This clause does not remove or reduce your obligation to comply with Clause 13(b).
You may not assign any of your rights under this Agreement to anyone else. We may assign or subcontract our rights and/or obligations to any other individual or entity at our discretion.
15. Governing Law
This Agreement is governed by and is to be interpreted according to the laws in force in New Zealand, and both parties submit to the exclusive jurisdiction of the courts of New Zealand.
16. Force Majeure
Except for a party’s payment obligations, neither party will be liable for any delays or failure in performance from any cause beyond their reasonable control. This includes, without limitation, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, strikes, power disruptions, and any disruption of internet service not caused by us.
Notices under this Agreement will be effective: (i) in the case of a notice by us to you, when we send it to the last email or physical address you gave us or any address you may later provide; (ii) in the case of a notice by you to us (e.g. alleging a breach of this Agreement), when delivered to us by email to firstname.lastname@example.org or by overnight courier or delivered in person to Pitney Bowes New Zealand Limited, Attn. Operations Managers, Building B, Unit 2&3, 72 Apollo Drive, Rosedale, North Shore City 0632, Auckland along with a copy to our legal counsel: Attn. Assistant General Counsel, APAC at Pitney Bowes Australia Pty Ltd, 68 Waterloo Road, Macquarie Park, NSW 2113, Australia, or any addresses we may later provide.
a) Entire Agreement. This Agreement represents the entire agreement between the parties in relation to its subject matter, and supersedes all prior discussions, negotiations, understandings and agreements in relation to its subject matter.
b) Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of this Agreement will continue in full force and effect.
c) Waiver. No waiver by us of any term or condition set forth herein shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure by us to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision.
d) Exercise of rights. The rights, powers, and remedies of a party provided in this Agreement are cumulative with, and not exclusive of, any right, power, or remedy provided by the laws of New Zealand, unless any part of this Agreement expressly states otherwise.