Welcome to the Freightways API Portal.
b. use any such data only to verify addresses and once verified, to adopt the verified addresses into your own database(s).
Affiliate means any entity that controls, is controlled by or is under common control with a party;
Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand;
Confidential Information means all information that is by its designation or nature confidential, including results, outcomes, conclusions, experimental methods, notes, designs, records, computer programs, inventions, innovations, software, patterns, specifications, drawings, techniques, reports, know-how, data, processes, developments, formulations, applications, methods of manufacture, and graphics, and for the purposes of this Agreement will include the fact that an agreement between the parties may be in place. The following is Confidential Information of Freightways: the Freightways APIs, the Freightways Data, the Security Materials, and roadmaps or other information on upcoming releases of the Freightways Services, Freightways APIs or other Freightways products. The Partner Data (if any) is Confidential Information of the Partner;
Freightways, we, us and our means Freightways Express Limited and its subsidiary companies, together or individually as the context implies;
Freightways API Fees means the fees, if any, payable for the use of the Freightways APIs, as set out on the Freightways Website, or otherwise specified by Freightways in writing;
Freightways APIs means the Freightways application programming interfaces and other tools made available by Freightways, and described in more detail, on the Freightways Website, which allow the Partner to access the Freightways Data and/or integrate with the Freightways Systems;
Freightways Data means the data owned or controlled by, or licensed to, Freightways and accessed by the Partner via the Freightways APIs and includes any modifications or enhancements to that data, whether developed by Freightways, the Partner or any third party;
Freightways Services means the packing, delivery, logistics, information management and other services (including any software applications and other technology) provided by Freightways to Freightways Users from time to time;
Freightways Systems means the software, hardware, procedures, connections, interface, code and other elements of the systems owned and/or operated by Freightways (including elements owned and/or operated by others and used by Freightways);
Freightways User means any user of the Freightways Services;
Freightways Website means https://developer.freightways.co.nz or any other URL address notified to the Partner by Freightways from time to time;
Intellectual Property Rights means all brand names, trade marks, service marks, trade names, logos, copyrights, patents, licences, designs and rights in a design, look and feel, know-how, trade secrets, inventions, technical data, concepts, ideas, moral rights and all other similar property, whether or not registered, in the course of being registered or unregistered and any analogous rights worldwide;
Internal Business Purposes means solely for the internal business needs of the Partner and not for the benefit of any third party unless Freightways has otherwise given its prior written consent (which may be withheld at Freightways’ sole discretion). The following are considered outside of Internal Business Purposes:
(a) any direct or indirect supply of raw data or derivatives by the Partner to third parties whether for on-supply, re-use, resale or otherwise; and
(b) any marketing purposes (whether solicited or otherwise).
Subject to the exclusions in the previous sentence, Internal Business Purposes includes provision of the Partner Services to Partner Users in the ordinary course of the Partner’s business, provided that this is otherwise in accordance with the terms of this Agreement.
Partner means the person or entity that has registered to access the Freightways APIs;
Partner Data means the data (if any) owned by or licensed to Partner that is made available to Freightways pursuant to this Agreement;
Partner Services means the services (including any software applications and other technology) offered by the Partner;
Partner Systems means the software, hardware, procedures, connections, interface, code and other elements of the systems owned or operated by the Partner (including elements owned or operated by others and used by Partner but specifically excluding the Freightways Systems);
Partner User means any user of the Partner Services;
Personal Information is as defined in the Privacy Act 1993;
Privacy Law means the Privacy Act 1993, the Unsolicited Electronic Messages Act 2007 and any other New Zealand acts and regulations which regulate the use of Personal Information;
Security Incident means any event resulting in:
(a) the unauthorised or accidental loss, corruption, use or disclosure of, or access or damage to, Freightways Data or Freightways Systems (or the risk of any such loss, corruption, access, damage, use or disclosure occurring); or
(b) the Freightways Systems (or access to them) becoming impaired;
Security Materials is defined in clause 5.3;
Specific Terms means the specific terms (if any) applying to one or more Freightways APIs that Freightways may specify from time to time on the Freightways Website or otherwise;
Territory means New Zealand, or such other territory as may be specified by Freightways on the Freightways Website in relation to one or more Freightways APIs;
Third Party Terms means any terms specified by a third party governing access to that party’s data, software or other services made available through the Freightways APIs; and
Users means Freightways Users and Partner Users.
1.2 In this Agreement, unless the context requires otherwise:
(a) words importing one gender include the others;
(b) words importing the singular or plural number include the plural and singular number respectively;
(c) headings are inserted for the sake of convenience of reference only and do not affect the interpretation of this Agreement; and
(d) a person includes any individual, corporation, unincorporated association, government department or municipal authority.
2.1 Freightways Licences: Freightways grants to the Partner, with effect from the Commencement Date a non-exclusive, non-transferable and revocable licence to:
(a) access and use the Freightways APIs; and
(b) retrieve and use the Freightways Data,
in the Territory, solely for its Internal Business Purposes and subject to the terms of this Agreement (including any Specific Terms) and any Third Party Terms. Nothing in this clause permits the Partner or Partner Users to retrieve or use any Freightways Data that they are not expressly authorised to access.
2.2 Partner Licences: The Partner grants to Freightways a royalty-free, non-exclusive, non-transferable licence to:
(a) use the Partner’s Intellectual Property Rights and Partner Data for any purpose expressly agreed between Freightways and Partner; and
(b) use the Partner Data as required for Freightways’ internal operations and to provide the Freightways Services to Freightways Users in the ordinary course of Freightways’ business.
2.3 Updates and Modifications: Freightways may, at its sole discretion, modify the Freightways APIs or release subsequent versions of the Freightways APIs. The Partner is responsible for ensuring that the Partner Services and Partner Systems integrate with any modified or updated version of the Freightways APIs.
2.4 Discontinuation of APIs: The Partner acknowledges and agrees that Freightways may, without any liability in each case:
(a) change, suspend, discontinue or restrict access to any aspect of the Freightways APIs or Freightways Services at any time without notice (including in the event of a Security Incident); or
(b) terminate the licence(s) granted under clause 2.1 (in respect of any or all of the Freightways APIs) by giving the Partner 5 Business Days’ prior notice, if:
(i) the Partner Services or Partner Systems do not operate with the Freightways Services or Freightways Systems in the manner reasonably specified or contemplated by Freightways; or
(ii) the Partner fails to resolve a Security Incident to Freightways’ reasonable satisfaction.
2.5 Fees and Payment: The Partner will pay the Freightways API Fees (if any) for the use of the relevant Freightways APIs. Freightways will issue invoices for the Freightways API Fees and the Partner will pay such invoices by the 20th of the month following the month of the invoice. If the Partner fails to pay any invoice when due, Freightways may, without liability to the Partner, suspend access to all or any of the Freightways APIs used by the Partner until all amounts owing are paid in full. Freightways may vary any of the Freightways API Fees by giving the Partner at least 30 days’ prior written notice.
3.1 Restrictions: The Partner will not (whether for its Internal Business Purposes or otherwise) and will ensure that its Partner Users do not:
(a) spam or harass any User;
(b) use the Freightways APIs or Freightways Data in any manner that adversely impacts the function or stability of the Freightways Systems or the behaviour of other applications using the Freightways APIs;
(c) distribute or publish the Freightways APIs, or allow access or linking to the Freightways APIs from any location or source other than the Partner Systems;
(d) use, copy, distribute or modify the Freightways APIs, Freightways Services or Freightways Data in any manner not expressly permitted by this Agreement;
(e) collect or use the information, including Personal Information, of any Freightways User other than as expressly permitted under this Agreement;
(f) modify, decompile, reverse engineer or otherwise alter the Freightways APIs, Freightways Services or Freightways Data other than as expressly permitted under this Agreement;
(g) cause the introduction of any virus, worm, trojan, webbot, trapdoor or any other similar software or code into the Freightways Systems;
(h) cause or permit any ‘denial of service’ or similar event to occur in relation to the Freightways APIs or Freightways Systems;
(i) data mine, scrape, crawl, aggregate, copy, extract or attempt to harvest the Freightways Data for any purpose;
(j) use the Freightways APIs, Freightways Services or Freightways Data in any manner or for any purpose (or do anything in connection with this Agreement) that violates any law or regulation, or any right of any person, including Intellectual Property Rights or rights of privacy;
(k) use Freightways Data for any data analytics other than as expressly permitted under this Agreement;
(l) replicate, in whole or in part, the “look and feel” of the Freightways Services;
(m) circumvent (or attempt to circumvent) technological measures that prevent outside access to Freightways Systems;
(n) use or convert Freightways Data for, or in relation to, a competing product or service;
(o) use Freightways’ branding, trademarks or logos, or the names of the Freightways Services without the prior written consent of Freightways;
(p) do anything to incur any liability on Freightways, harm the reputation of Freightways or otherwise bring Freightways’ brand into disrepute, or cause Freightways to lose the services of any of its suppliers (including any internet service provider) or the business of any Freightways Users.
3.2 Generated Data: To the extent that the Partner is permitted to generate, and does generate, its own information or data through or related to its use of the Freightways APIs or Freightways Data (the “Generated Data”) the Partner will advise Freightways of any such Generated Data and, if required by Freightways, provide Freightways with a copy of, and permit Freightways to use, the Generated Data for any purpose consistent with this Agreement.
3.3 End-user licence terms: The Partner will:
(a) comply with any Third Party Terms; and
(b) ensure that, when accessing the Freightways Data through the Partner Services, Partner Users are subject to an end-user agreement which is consistent with, and gives effect to, the terms of this Agreement. The Partner will use its best endeavours to enforce any such agreement against Partner Users.
The Partner indemnifies Freightways and its Affiliates and contractors against all loss or damage that Freightways sustains or incurs arising out of or in connection with any breach by the Partner of this clause 3.3 (including any loss or damage resulting from any claim against Freightways or its Affiliates or contractors resulting from the Partner’s breach of any Third Party Terms).
3.4 Testing and audit: Freightways reserves the right at any time to carry out such tests or audits, or reasonably request the Partner to carry out such tests (or provide such information or certification), as Freightways deems necessary to validate that the Partner Systems and their integration with the Freightways Systems via the Freightways APIs meet Freightways’ requirements, to check the Partner’s compliance with the terms of this Agreement, and to ensure there is no material risk to the Freightways Systems or any User. Where any tests or audits identify any weakness, non-compliance or any adverse finding (a “Test Failure”):
(a) Freightways may suspend the Partner’s access to the Freightways APIs immediately on notice;
(b) the Partner must promptly rectify the cause of any Test Failure to Freightways’ reasonable satisfaction; and
(c) Freightways may perform any further tests as it deems necessary.
3.5 Access: The Partner will provide Freightways and its relevant third party contractors with such access to its records, premises and Partner Systems as is reasonably required by Freightways to carry out any tests or audits under clause 3.4 above.
3.6 Use in production: The Partner may only use the Freightways APIs in production (or to access Freightways Data) if Freightways has provided express written confirmation that the Partner has passed any testing pursuant to clause 3.4 above.
3.7 Restrictions on API Calls: The Partner acknowledges and agrees that Freightways may limit the number of calls to the Freightways Systems (using the Freightways APIs) that the Partner will be permitted to make during any given period (including by throttling or other mechanisms). Freightways will determine, at its sole discretion, call limits based on any factors it considers relevant, including how the Partner Services are used or the anticipated volume of use associated with the Partner Services, and Partner agrees not to exceed any specified limits. Freightways may, but is not obliged to, set out specific limits on the Freightways Website. Freightways may at its discretion (and without limiting its other rights and remedies) impose reasonable additional charges for API calls that exceed the call limits determined by Freightways, and/or suspend the Partner’s access to the Freightways APIs until any breach of such call limits is resolved to Freightways’ satisfaction.
3.8 Indemnity: The Partner indemnifies Freightways and its Affiliates and contractors against all loss or damage that Freightways and its Affiliates sustains or incur arising out of or in connection with:
(a) any act or omission by any Partner User;
(b) any claim brought against Freightways or its Affiliates or contractors by any Partner User or other third party in relation to the Partner Services, Partner Data, Freightways Services, Freightways APIs or Freightways Data; or
(c) the provision of the Freightways Services, Freightways APIs or Freightways Data to the Partner under this Agreement,
except to the extent such loss or damage is caused by Freightways’ negligence or intentional misconduct.
4.1 Publicity: Except as set out in this Agreement, the Partner may not make any public statements about this Agreement or the use of Freightways Data without Freightways’ prior written consent.
4.2 Conduct: The Partner will avoid deceptive, misleading or unethical practices that are, or might be, detrimental to Freightways, the Freightways Services, or the public, and will not publish or employ, or co-operate in the publication or employment of, any false, misleading or deceptive advertising material or other representations regarding the Partner, Freightways, the Partner Services or the Freightways Services.
5.1 The Partner must comply with any reasonable security policies or guidelines notified by Freightways from time to time, provided that if Freightways notifies the Partner of any such policy after the Commencement Date, Freightways will give the Partner a reasonable period of time following notification to ensure compliance.
5.2 The Partner will:
(a) notify Freightways immediately after becoming aware of any Security Incident; and
(b) promptly comply (at its own cost) with all reasonable directions and instructions given by Freightways, and take such actions and steps as Freightways may specify, in connection with the detection, prevention or mitigation of any Security Incident and any investigation into its causes.
5.3 Freightways will provide the Partner with, and the Partner must use, access keys, passwords, credentials, certificates, hash-based message authentication code and digital signatures (“Security Materials”), that will enable the Partner to interface with the Freightways APIs in accordance with this Agreement. The Partner acknowledges that Freightways may deploy a range of security techniques and technologies to intermediate, enhance or facilitate the Security Materials, and reference to “Security Materials” is deemed to include a reference to any such techniques or technologies.
5.4 The Security Materials are Freightways’ property and Freightways may revoke, disable or suspend them immediately on notice if they are compromised, the Partner breaches any term of this Agreement, or this Agreement is terminated.
5.5 The Partner is responsible for:
(a) maintaining the confidentiality and integrity of the Security Materials; and
(b) all activity engaged in using the Security Materials (and the Partner is deemed to have authorised all such activity).
5.6 The Partner will regularly carry out checks for any compromises of the Security Materials and will notify Freightways immediately if it becomes aware:
(a) of any revoked or invalid certificate;
(b) of any loss, corruption, inoperation or unauthorised use of the Security Materials;
(c) of any breach of security regarding Freightways API; or
(d) that it has breached or is unable to continue to comply with the terms of this clause 5,
and, as applicable, promptly revoke, or arrange for the revocation of, any certificate in respect of a compromised Security Material. Freightways is entitled to rely on any revocation carried out or requested by any of the Partner’s employees, agents or subcontractors as an act carried out or requested by the Partner.
5.7 Freightways may, at its sole discretion and without limiting its other rights and remedies, suspend the Partner’s access to the Freightways APIs and Freightways Data at any time in order to carry out (or to permit any relevant third parties to carry out) scheduled or emergency maintenance in relation to the Freightways Systems or Freightways APIs. Freightways will use reasonable endeavours to: (a) limit scheduled maintenance to times outside of standard business hours; and (b) provide the Partner with reasonable notice of any scheduled maintenance.
6.1 Term: This Agreement will commence on the Commencement Date and will continue until either party gives the other party at least 5 Business Days’ prior written notice of its intention to terminate this Agreement.
6.2 Termination for cause: A party may terminate this Agreement with immediate effect on giving written notice to the other party if the other party:
(a) materially breaches this Agreement and:
(i) the material breach cannot be remedied; or
(ii) the material breach can be remedied but the defaulting party fails to remedy such breach within 10 Business Days of notice in writing of that breach; or
(b) becomes bankrupt, goes into liquidation or has a receiver, statutory manager or administrator appointed over any of its assets, becomes insolvent, ceases to carry on its business or makes any composition or arrangement with creditors.
6.3 Consequences of expiry or termination: On expiry or termination of this Agreement:
(a) the Partner will cease using the Freightways APIs and Freightways Data, and deactivate or otherwise remove its integration from the Freightways Systems; and
(b) each party will, at the other party’s direction, either deliver to that other party (in a format reasonably specified by that other party), or destroy/delete, all copies of the other party’s Confidential Information in its possession or control.
6.4 Survival: Clauses 4.1, 6, 7, 8, 9, 11 and 12 survive expiry or termination of this Agreement. Termination or expiry of this Agreement will not affect any rights or liabilities which either party accrues prior to termination or expiry.
7.1 Obligation: Each party will keep the other party’s Confidential Information confidential and will not:
(a) use any of the other party’s Confidential Information except for the purpose of exercising or performing its rights and obligations under this Agreement (Permitted Purpose); or
(b) disclose any of the other party’s Confidential Information in whole or in part to any third party, except as expressly permitted by this Agreement.
(a) A party may disclose the other party’s Confidential Information to those of its officers, employees, contractors or professional advisors (Representatives) who need to know that Confidential Information for the Permitted Purpose, provided that:
(i) it informs those Representatives of the confidential nature of the Confidential Information before disclosure; and
(ii) at all times, it is responsible and liable for the Representatives’ compliance with the confidentiality obligations set out in this clause 7.
(b) A party may disclose Confidential Information to the extent required by law, by any governmental or other regulatory authority, by the rules of any stock exchange, or by a court or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of the disclosure as possible.
7.3 Exclusions: The provisions of this clause 7 do not apply to information which:
(a) is or becomes generally available to the public (other than as a result of a breach by the receiving party of this clause);
(b) is available to the receiving party on a non-confidential basis from a person who is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party; or
(c) the parties agree in writing is not confidential and may be generally disclosed or used.
8.1 Freightways IP: The Partner acknowledges and agrees that all Intellectual Property Rights in the Freightways APIs, the Freightways Services, the Freightways Website and the Freightways Data are the property of Freightways or its licensors, and the Partner will have no rights in or to the Freightways APIs, the Freightways Services, the Freightways Website or the Freightways Data other than as expressly provided in this Agreement.
8.2 Partner IP: Freightways acknowledges and agrees that all Intellectual Property Rights in the Partner Services and Partner Data are the property of the Partner or its licensors. The Partner will have sole responsibility for the legality, reliability, integrity, accuracy and quality of the Partner Services and Partner Data.
8.3 Freightways Developments: The Partner acknowledges and agrees that Freightways may independently create products or services that may be the same as or similar to, or competing with, the Partner Services. Nothing in this Agreement will be construed as restricting or preventing Freightways from creating and fully exploiting such products or services.
8.4 Partner Suggestions: Freightways may, in its sole discretion, act on any suggestions the Partner makes on any aspect of the Freightways APIs or Freightways Services. If Freightways acts on any such suggestion, Freightways will own, and (to the extent of any interest) the Partner assigns to Freightways, all Intellectual Property Rights in any use or implementation of such suggestion.
9.1 Privacy Law: Each party will comply with its obligations under Privacy Law in respect of Personal Information used, disclosed, stored or received in connection with this Agreement.
9.2 Restrictions: The Partner will not:
(a) use or disclose any Personal Information obtained by it under this Agreement other than for the purpose of exercising its rights or performing its obligations under this Agreement; or
(b) do (or omit to do) anything that causes Freightways to breach its obligations under Privacy Law.
9.3 No identification: Unless expressly permitted under this Agreement, the Partner must not use any Freightways Data or any Personal Information obtained under this Agreement to identify or attempt to identify any individual, whether in combination with other information or otherwise.
9.4 Notice and co-operation: The Partner must notify Freightways immediately after becoming aware of any:
(a) breach of this clause 9 by the Partner; or
(b) complaint relating to the Partner’s non-compliance with Privacy Law in relation to Personal Information obtained, used or disclosed under this Agreement,
and (at its own cost) provide all reasonable assistance reasonably required by Freightways to manage or resolve any such matter.
10.1 Warranty: Each party warrants to the other party that it has the full power and authority to enter into this Agreement.
10.2 Exclusions: Except as expressly stated in this Agreement, all warranties, conditions and terms, whether express or implied by statute, common law or otherwise are excluded to the extent permitted by law. Without limiting the effect of the preceding sentence, Freightways provides the Freightways APIs and Freightways Data “as is”, and Freightways does not warrant that the Freightways Services, Freightways APIs or the Freightways Data are accurate, complete, reliable, secure, useful or fit for purpose.
10.3 In trade: The Partner acknowledges and agrees that it is in trade, that Freightways provides the Freightways APIs, Freightways Data and Freightways Services in trade and, to the fullest 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.
11.1 Unrecoverable loss: Notwithstanding anything in this Agreement to the contrary, Freightways will not be liable under the law of tort, contract or otherwise for any form of loss or damage, including:
(a) loss suffered or incurred by the Partner as a result of or in connection with the Partner’s use of the Freightways APIs, Freightways Data, or the Freightways Services; or
(b) direct, indirect or consequential loss or damage arising out of, or in connection with, this Agreement.
11.2 Maximum liability: If, despite clause 11.1, Freightways is liable to the Partner, then to the extent permitted by law, Freightways’ maximum aggregate liability for any loss or damage under this Agreement will be NZD$100.
12.1 Entire Agreement: This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes any previous understanding or agreements in relation to that subject matter.
12.2 Relationship: This Agreement will not be deemed to create a partnership, joint venture or agency relationship of any kind between the parties.
12.3 Invalid Provisions: If any part or a provision of this Agreement is judged invalid or unenforceable in a jurisdiction it is severed for that jurisdiction and the remainder of this Agreement will continue to operate.
12.4 Waivers: A provision or a right under this Agreement may not be waived except in writing signed by the party granting the waiver.
12.5 Variations: This Agreement may be varied by Freightways at any time, effective upon the posting of modified terms on the Freightways Website or as otherwise notified to the Partner in writing (including by email). The Partner will ensure that it has read, understood and agreed to the most recent terms posted on the Freightways Website or as otherwise notified to the Partner.
12.6 Assignment: The Partner will not assign, transfer or otherwise deal with this Agreement or any of its rights or obligations under this Agreement, whether in whole or in part, without Freightways’ prior written consent.
12.7 Rights of Third Parties: The promises given by Partner in favour of, and any rights conferred on, Freightways, its Affiliates, and any other third party with express rights under this Agreement, are for the benefit of, and may be relied upon and enforced by, Freightways and its Affiliates (and any such third party) pursuant to the Contract and Commercial Law Act 2017.
12.8 Disputes: If there is any dispute relating to this Agreement (Dispute) a party cannot commence any court proceedings relating to the Dispute unless it has complied with this clause 12.8, except where the party seeks urgent interlocutory relief. The party raising a Dispute must give written notice to the other party specifying the detail of the Dispute. After receipt of that notice by the other party, the parties will use all reasonable efforts to resolve the Dispute by negotiation or other informal process, where each party is represented by a senior manager with authority to resolve the Dispute. If the parties have not resolved the Dispute within 20 Business Days following written notice of the Dispute being provided, either party may commence court proceedings.
12.9 Notices: Notices and other communications under this Agreement are to be given in writing by email, personal delivery or by post and must be:
(a) sent to the correct email or address designated in writing by each party for that purpose from time to time. The designated email address for notices the Partner sends to Freightways is firstname.lastname@example.org; and
(b) marked for the attention of the designated person or office holder (if any).
12.10 Deemed Receipt: A notice or communication in relation to this Agreement will be deemed to be received:
(a) in the case of a letter, on the third Business Day after posting; or
(b) in the case of email, on the Business Day on which the email is successfully delivered; and
(c) in the case of personal delivery, when delivered.
12.11 Governing Law: This Agreement will be governed by and construed in accordance with the laws of New Zealand. The New Zealand courts have exclusive jurisdiction.