PARCELPORT TERMS & CONDITIONS V4
1.1. Parcelport, we, us means Payport Limited and its successor
1.2. Client, you or your means the party to this agreement who is receiving services from Parcelport
1.3. Dangerous Goods includes firearms, noxious, dangerous, or inflammable goods, any goods likely to cause damage or which it is unlawful to carry, or advised by Parcelport or its Freight Providers from time to time to be dangerous goods
1.4. Freight Provider means companies offering freight services via Parcelport
1.5. Reconnection Fee is a fee for reconnection to the service should it have been terminated for any reason
1.6. Freight, means any item, parcel, package, satchel, envelope, document, box sent
1.7. Freight Fees are calculated as a fee per package sent.
2. Constitution of Contract
2.1. Any contract between Payport Limited trading as Parcelport and the Client shall be upon terms specified in these Terms and Conditions and referred to as the “Agreement”.
3. Supply of Services and Licence
3.1. Parcelport shall use all reasonable endeavours to maintain the freight gateway facility (“the Facility”) for use by those authorised for the purpose of arranging freight services. Parcelport warrants that it is skilled in database and online service management and will undertake to maintain this expertise.
3.2. For the duration of the contract, Parcelport will allow end users to arrange freight services via the Facility.
3.3. Parcelport shall use its best endeavours to provide adequate security on the Facility.
4. Client’s Obligations
4.1. The Client shall supply to Parcelport all necessary data required for the successful establishment and operation of the Facility.
4.2. The client consents to receive information from Parcelport relating to Parcelport products and services.
4.3. The Client acknowledges that for the duration of this Agreement, end users may transact using data held in the Facility and end users must not:
(i) conduct a fraudulent activity or a criminal offence, or
(ii) send, receive, upload, download, use or reuse any material that is offensive, abusive, indecent, defamatory, and obscene or menacing or in breach of copyright, confidence, privacy or any other rights or laws, or
(iii) send unsolicited advertising or promotional material, or
(iv) cause annoyance to anyone with material that may have damaging or contamination effects, or
(v) allow any other unauthorized person(s) to use the Facility on your behalf, or
(vi) interfere or attempt to interfere with any other person’s use of the Facility, or
(vii) interfere or attempt to interfere with the ability of the Facility to process yours or any other person’s transactions.
5. Intellectual Property Rights
5.1. The Client acknowledges that any and all of the trademarks, trade names, copyrights, patents and other intellectual property rights created, developed, embodied in or in-connection with the Facility shall be and remain the sole property of Parcelport. All software supplied by Parcelport for your use in connection with the Facility are and remain the property of Parcelport. You must not:
(i) disassemble, reverse engineer or decompile or in any other way interfere with the software;
(ii) copy or modify the software;
(iii) create any new software partly or wholly based on the Facility software;
(iv) transfer, assign or sub-license your right to use the software or attempt to do so.
5.2. Warranty as to Intellectual Property Rights and Content Parcelport shall use its best endeavours to ensure that any know-how, techniques, media, data, information or programs contributed to or used by Parcelport in designing and maintaining the Facility shall be free of any claim for infringement of any intellectual property rights of any third party.
5.3. Except where it is alleged that Parcelport or its agents have been negligent, Parcelport shall have no liability for any infringement of intellectual property rights arising from the use of any know -how, techniques, media, data, information or program not provided by Parcelport; or the modification of the Facility by any party other than Parcelport; or an allegation of infringement of intellectual property rights arising from information, data, or content supplied to Payport by the Client or any representative or agent of the Client.
5.4. Parcelport agrees to not make available over any service any information, software or other content which knowingly violates or infringes upon the rights of any others or which would be abusive, profane or offensive to an average person.
6. Parcelport Liability
6.1. Though Payport will undertake best endeavours to ensure an uninterrupted and error-free service, Parcelport does not warrant that the Facility or any service related to it will be uninterrupted or error free; nor does Parcelport make any warranty as to the results to be obtained from use of the data or any service related to it.
6.2. Parcelport shall not be liable to the Client for any loss or damage whatsoever or howsoever caused arising directly or indirectly in connection with the Agreement, the Facility, its use, application, support, or otherwise, except to the extent to which it is unlawful to exclude such liability and except where it is alleged that Parcelport or its agents have been negligent.
6.3. In the event that any exclusion or provision contained in this Agreement shall be held to be invalid for any reason and Parcelport becomes liable for loss or damage that it would otherwise have been lawful to limit, such liability shall be limited to the amount of Parcelport Freight Fees applied to any affected Freight sent using the Facility.
6.4. The Client releases and discharges Parcelport from any and all claims and demands arising out of or in connection with the design or maintenance of the Facility including without limitation any and all claims for libel and invasion of privacy.
6.5. Where the Client is a business (as “business” is defined by the Consumer Guarantees Act 1993), it is agreed that it is purchasing all services from Parcelport for the purpose of a business and that the Consumer Guarantees Act 1993 does not apply.
6.6. Where the provisions of the Consumer Guarantees Act 1993 apply, the provisions of these Terms and Conditions will be read subject to the application of that Act, and in the case of any conflict the provisions of that Act will apply.
7. Freight Providers Terms and Conditions
7.1. Freight sent via the Facility is sent conditional to the selected Freight Provider’s Conditions of Carriage, Terms and Conditions and Loss and Damage guidelines. Details of the relevant guidelines can be found on the Freight Provider’s website.
7.2. Any query on the carriage of freight once collected by the Freight Provider should be first directed to the Freight Provider. The contact details for the Freight Provider are located on the View and Track page of the Parcelport website for each consignment.
8. Force Majeure
8.1. Neither party shall be under any liability to the other in respect of anything that may constitute breach of the Agreement arising by reason of force majeure, namely, circumstances beyond the control of the party.
9.1. Subject to clauses 10 below:
(i) This Agreement will continue until terminated by either party giving notice to the other (ii) The Term will commence from the date the account is activated
10.1. Either party may terminate the Agreement immediately if any of the following events shall occur, namely:
(i) If the defaulting party is in breach of any term, condition or provision of the Agreement or required by law.
(ii) If the defaulting party, being a body corporate shall present petition or have a petition presented by a creditor for its winding up, or shall convene a meeting to pass a resolution for voluntary winding up, or shall enter into any liquidation (other than for the purposes of a bonafide reconstruction or amalgamation) or shall call a meeting of its creditors, or shall have a receiver of all or any of its undertakings or assets appointed, or shall be deemed by the Insolvency Act to be unable to pay its debts.
(iii) If the Client, being a firm or partnership shall be dissolved or in any case shall commit any act of bankruptcy or have a receiving order made against him/it or shall make or negotiate for any composition or arrangement with or assignment for the benefit of his/its creditors.
10.2. On termination by Parcelport, howsoever arising, the Client shall pay to Parcelport all costs and expenses and all arrears of charges or other payments arising from any Client-specific deliverables including support and the use of the system by the Client’s authorised users under this Agreement.
11.1. The benefit of this agreement shall not be dealt with in any way by the Client (whether by assignment, sublicensing or otherwise) without Parcelport’s written consent.
12.1. Failure or neglect by either party to enforce at any time any of the provisions hereof shall not be construed nor shall be deemed to be a waiver of that party’s rights hereunder nor in any way affect the validity of the whole of any part of this Agreement nor prejudice the party’s rights to take subsequent action.
13.1. In the event that any of these terms, conditions or provisions shall be determined invalid, unlawful or unenforceable to any extent, such term, condition or provision shall be severed from the remaining terms, conditions and provisions that shall continue to be valid to the fullest extent permitted by law.
14. Parcelport’s Rights
14.1. Any express statement of a right of Parcelport under this agreement is without prejudice to any other right of Parcelport expressly stated in this agreement or arising at law.
15. Entire Agreement
15.1. The Agreement constitutes the entire agreement between the parties for the subject matter referred to herein. Any prior arrangements, agreements, representations or undertakings are superseded. No modification or alteration of any clause of this Agreement will be valid except in writing signed by each party.
16.1. Any dispute arising as to any matter provided for in this document or its implementation is to be referred in the first instance to the chief executives of the respective parties who must endeavour to resolve such dispute in the spirit of achieving broad equity in respect of the agreement and its purposes.
16.2. Failing agreement between them, but only as a last resort if such agreement is not possible, the matter in dispute is to be referred to an independent referee appointed by the President of the Auckland District Law Society, who must promptly resolve such dispute and whose decision on the matter is final and binding on the parties.
16.3. In resolving such dispute, the referee is not acting as an arbitrator and, accordingly, the provisions of the Arbitration Act 1996 do not apply. While any such dispute remains unresolved the parties agree to continue the performance of the agreement to the extent that such performance is possible given the nature of the dispute.
16.4. Any information or material or settlement proposals disclosed or made during the preceding dispute resolution proceedings are made on a without prejudice basis and the parties agree to use their best endeavours to ensure that all such information, material and proposals and the existence of any dispute between them is kept strictly confidential.
17.1. The parties hereby agree that this Agreement shall be construed in accordance with New Zealand Law and subject to the exclusive jurisdiction of the New Zealand Courts.
18. Fees and Charges
18.1. The Client will pay Parcelport fees and charges as set out in the Freight Gateway Rate Plan the following:
18.2. Freight Fees for freight processed through the Facility and set out in the Freight Gateway Rate Plan. Parcelport reserves the right to impose charges for any fines or similar costs incurred by Parcelport as a result of underticked, undeclared, and/or improperly packaged Dangerous Goods being sent via the Facility by the Client. Additional charges apply for Rural, Special Services or Administration Charges may apply.
18.3. Late fee for late payment. Dishonour Fees for each dishonoured cheque or direct debit
18.4. Collection Fees to cover reasonable costs incurred in collection of overdue debts
18.5. Full refund will be provided for cancellations made before the pick up of the parcel by the courier driver. No refund will be provided for cancellations made after the pick up of the parcel by the courier driver.
19. Billing and Payment
19.1. We will send you a monthly invoice for our services. The invoices will include charges for any services used by you. Charges may include, but are not limited to Transaction Fees, Dishonour Fees.
19.2. The Client agrees to pay the due amount on the invoice on the 20th of the month following the issue date of the invoice. Payment methods include Direct Debit, Cheque or Electronic Direct Deposit.