Applicability of these terms
These terms and conditions, including the Schedule, (terms) apply to your access to and use of Our APIs. By using any of Our APIs, you agree to be bound by these terms. If you do not accept them then you must not access or use any of Our APIs, Data or the Service.
1.1 In these terms the following words have the following meanings:
Agreement means the agreement between you and us incorporating these terms, as amended by us from time to time.
Customer Key means the unique licence key that we issue to you to enable you to access your, or your customer’s, Data.
Data means addressing, order, warehouse, shipping, customs and freight data collected, compiled and made available by us.
Fees means the fees described in the Schedule.
Intellectual Property Rights means any copyright, patent, trade mark, design right, trade secret, eligible layout, or other industrial or intellectual property right.
Our APIs means our APIs and associated software which enable you to integrate your systems with ours in order to access the Data for the Purpose.
Purpose means the purpose of:
(a) you maintaining, checking, collating and tracking address, warehouse, freight and order details for your internal business purposes;
(b) you monitoring and reviewing warehouse, order and freight trends over time for your internal business purposes;
(c) providing your customers with an order and warehousing tracking service for your customer’s internal business purposes; and/or
(d) carrying on supply chain and logistics business with us.
Service means the provision of a portal accessed via mainfreight.com to allow access to Our APIs, as such service may be changed or developed by us from time to time.
We means Mainfreight Limited, its related companies, successors and assigns. “Our” and “us” have a corresponding meaning.
You means the person, company or other entity accessing or using our Our APIs, the Data and the Service under these terms and “your” has a corresponding meaning.
2. COMMENCEMENT AND TERM
2.1 This Agreement commences on the date that you first access the service (Commencement Date) and continues until terminated in accordance with its terms (Term).
3.1 We grant you a non-exclusive, non-transferable right during the Term to access and use the Service, Our APIs and the Data for the Purpose and subject to these terms.
3.2 You must use and access the Service, Our APIs and the Data in accordance with any instructions that we give you.
3.3 We grant you no other rights under these terms and you agree that you are not permitted to use or access the Service, Our APIs or the Data for any purpose other than the Purpose. In particular, you are not permitted to re-sell or otherwise re-supply the Service, the Data or Our APIs in a way that we reasonably consider to be competitive with the Service, Our APIs and other services and products competitive with Mainfreight.
4.1 Any Data we supply or make available to you under these terms is supplied on an “as is” basis, without warranties of any kind, and your use of the Data is at your sole risk. We reserve the right to change the Data (including the file structure of the Data) at any time.
4.2 Any software included in Our APIs that is the property of third parties may be subject to third party terms and conditions (Third Party Terms). You must, and you must ensure your customers, comply with the Third Party Terms notified by us in writing from time to time during the Term.
4.3 If you or your customers breach any of the Third Party Terms, we may immediately terminate this Agreement and cease providing you access to the Service, Our APIs or the Data, on written notice to you.
4.4 You are not permitted to access any Data other than:
(a) the generally available anonymised or non-confidential Data we make available; and
(b) the customer specific Data in respect of which you or your customer have been issued with a valid Customer Key.
4.5 You must keep your, or your customer’s, Customer Key confidential and use reasonable endeavours to prevent unauthorised use of that Customer Key.
4.6 We will track your, and your customers’, use of the Service, Our APIs and the Data in order to determine any Fees payable by you to us, and to identify any use of the Service outside of the permitted uses set out in these terms.
4.7 You acknowledge and agree that we may collect Data and statistical information as a result of your, or your customer’s, use of our APIs or the Service. We may collect, hold, use and disclose any Data that we collect for the purposes of providing services to you or your customer, managing, developing and improving Our APIs or our services, for our internal business purposes or as otherwise authorised by you or your customer.
5.1 You must not, and you must ensure that your customers do not:
(a) use or access the Service, Our APIs or the Data other than in accordance with the Purpose and these terms;
(b) use or access the Service, Our APIs or the Data for the purpose of:
(i) carrying out, or enabling a third party to carry out, scraping or batch cleansing of records;
(ii) productising or commercialising the Data or any of it to use or make available a competing service;
(c) use or access the Service, Our APIs or the Data for any illegal or unethical purposes;
(d) use or access any software, systems or materials other than those you are expressly permitted to use and access under these terms;
(e) reverse engineer or attempt to extract the source code from any of Our APIs except as permitted by applicable law;
(f) copy, modify or reverse engineer any software used by us or our licensors to provide the Service;
(g) damage, disrupt or interfere with the Service, Our APIs, the Data or any other software or systems used by us or our licensors to provide the Service; or
(h) copy, reproduce, publish, sell, let, modify, extract or otherwise part with possession of the whole or any part of Our APIs or the Data or relay or disseminate the same to any third party, other than as expressly permitted by these terms.
5.2 You must, and you must ensure that your customers who use the Service or access any Data:
(a) comply with any reasonable security requirements that we notify to you from time to time; and
(b) limit use of, and access to, the Service and the Data to those persons authorised by you to use and access the Service and the Data.
6.1 We reserve the right to charge Fees in consideration for the rights granted to you under these terms. We will provide you with at least 30 days’ notice before introducing such Fees and you will be entitled to terminate this Agreement under clause 8.1 if you do not agree to those Fees.
7. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
7.1 Weand our third party licensors own all rights, title and interest, including Intellectual Property Rights, in and to the Service, Our APIs and the Data together with all other software and systems used by us and our licensors to provide the Service.
7.2 While you may use your own trade marks on the version of the Service that you provide to your customers in accordance with these terms, you must not remove or tamper with any logos, business names or trade marks, or disclaimers or copyright notices attached to or used in relation to Our APIs, the Data or the Service.
7.3 You agree to keep confidential all information obtained from us in any form (Confidential Information), and will not use that Confidential Information other than for the Purpose without our consent. You shall ensure that your employees, contractors and agents abide by these obligations of confidentiality. This obligations does not apply to Confidential Information to the extent that it:
(a) is required to be disclosed by law;
(b) is generally known and available to the public without you having breached your confidentiality obligations under these terms;
(c) has been independently developed without the benefit or use of our Confidential Information;
(d) has been lawfully acquired from a third party who had the right to disclose it; or
(e) is already in your possession.
8.1 Either you or we may terminate this Agreement at any time on at least 30 days’ written notice to the other party.
8.2 We may immediately terminate this Agreement by giving written notice to you if:
(a) you or your customers breach any provision in these terms relating to the use of the Service, Our APIs or the Data;
(b) you or your customers breach any other provision in these terms and that breach cannot be remedied within 20 days of you receiving notice specifying the nature of that breach and requiring it to be remedied;
(c) you have not paid any Fees when due and you fail to pay those Fees within 10 days of receiving notice from us requiring the Fees to be paid;
(d) you cease or threaten to cease to carry on all or substantially all of your business or operations, are declared or become bankrupt or insolvent, are unable to pay your debts as they fall due, enter into a general assignment of your indebtedness or a scheme of arrangement or composition with your creditors, have a liquidator, receiver or manager appointed in respect of any of your assets or take or suffer any similar or analogous action in consequence of debt; or
(e) we are no longer permitted to provide any component of the Data, Our APIs or the Service.
8.3 On termination of this Agreement for any reason:
(a) you must cease, and you must ensure that your customers cease, all use of, and access to, the Service, Our APIs and the Data;
(b) you must pay all outstanding Fees payable up to and including the termination date; and
(c) those clauses of these terms which by their nature are intended to survive termination will continue to apply to you, including, without limitation, clauses 7, 8.3, 9 and 10.
9. WARRANTIES AND LIABILITY
9.1 To the maximum extent permitted by law, we exclude all warranties, representations and conditions in relation to the Service, Our APIs and the Data (whether express or implied), including any warranties of availability, merchantability, fitness for purpose or non-infringement. In particular, you acknowledge that we and our related companies do not warrant or represent that the Service will operate without interruption, will be error-free, will meet your or your customers’ requirements or that all errors can or will be corrected.
9.2 You agree and acknowledge that you are in trade, that we are supplying the Services, Data and Our APIs in trade and, to the extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.
9.3 You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply.
9.4 To the maximum extent permitted by law, we exclude all liability to you and any third party for any loss, damage, cost or expense suffered or incurred by you or them arising directly or indirectly from your use of, or access to, the Service, Our APIs or the Data or otherwise arising in connection with these terms, and whether in contract, tort (including negligence), statute or otherwise, and even if we have been advised of the possibility of such loss, damage, cost or expense.
9.5 To the extent permitted by law, if we are liable to you or any third party under or in connection with these terms for any reason, our maximum aggregate liability, whether in contract, tort (including negligence), statute or otherwise, is limited to an amount equal to the Fees paid by you in the 12 months immediately preceding the date on which the cause of action first arose.
9.6 You indemnify us from and 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), statute or otherwise, arising out of or in connection with your or your customer’s breach of these terms, any act or omission by you or your customer or any claim brought against us by your customer, in relation to the Service, Our APIs or the Data.
10.1 You must, and you must ensure that your customers comply with all applicable laws when using the Service, Our APIs and the Data, the requirements of the New Zealand Privacy Act 1993 and any other applicable law or regulations relevant to its possession or use of the Data.
10.2 We will not be responsible or liable for any failure or delay to perform our obligations due to any cause that is beyond our reasonable control or any failure by you to comply with these terms.
10.3 Each notice or other communication under this Agreement must be in writing and be made by email, personal delivery or by post to the relevant addressee. No communication shall be effective until received. The communication is deemed to be received by the addressee:
(a) in the case of an email, on receipt of transmission on the working day on which it is dispatched or, if it is dispatched after 5.00pm (in the place of receipt) or on a non-working day, then on the next working day after the date of dispatch;
(b) in the case of personal delivery, when delivered; and
(c) in the case of a letter, on the fifth working day after posting.
10.4 No failure or delay by either of us to exercise any right or remedy under these terms will be construed or operate as a waiver of such right or remedy, nor will any single or partial exercise of any right or remedy preclude the further exercise of such right or remedy. No waiver will be effective unless in writing and signed by the relevant party.
10.5 If any provision of these terms is held invalid, unenforceable or illegal for any reason, our agreement with you will remain otherwise in full force apart from such provisions, which will be deemed deleted.
10.6 You must not sell, assign, transfer, novate, sub-license, sub-contract, charge, pledge or otherwise encumber this Agreement, or any of its rights or obligations under this Agreement, without our prior written consent.
10.8 We reserve the right to modify this Agreement and the Mainfreight Terms from time to time at our sole discretion by providing written notice on our website.
10.9 These terms are governed by the laws of New Zealand and you and we submit to the non-exclusive jurisdiction of the New Zealand Courts.
Fees may be payable for access to specific aspects of the Service, Our APIs and the Data, as follows:
Level of Access
Not applicable at this time