TERMS & CONDITIONS

1. Definitions and Interpretation

1.1 In these Terms the following terms have the following meanings: "Force Majeure Event" means an Act of God, act by a public enemy, civil commotion, strike, lockout, other industrial problem, electrical or telecommunications failure or any other event beyond our reasonable control.“Super User” means the User responsible for managing the use of the Ticket-it Application and all of your individual Users of the Ticket-it Application. "Terms" means these terms and conditions. “Ticket-it Application(s)” means the Ticket-it Hosted Application and the Ticket-it Stand-Alone Application. “Ticket-it Help Tool” means the User help tool incorporated into the Ticket-it Application.“Ticket-it Hosted Application” means our software application hosted on our computer systems accessed exclusively via the internet allowing Users to automatically prepare address and tracking labels, track items’ delivery status and electronically send manifests.“Ticket-it Stand-Alone Application” means our software application hosted on your computer system allowing Users to automatically prepare address and tracking labels, track items’ delivery status and electronically send manifests."Us" and "we" means Express Couriers Limited and any of Express Couriers Limited's subsidiaries or related companies and “our” has a corresponding meaning.“User” means any employee who is authorised by you to use the Ticket-it Applications and includes the Super User. "You" means you, the customer using the Ticket-it Application and "your" has a corresponding meaning.

1.2 In these Terms, words importing the singular number include the plural and vice-versa and references to any statute include all amendments or re-enactments from time to time.

2. Your acceptance of our Terms

2.1 You agree that these Terms apply to all use of the Ticket-it Applications by you and any Users.

2.2 These Terms are to be interpreted and the Ticket-it Applications are to be used in conjunction with our general Terms and Conditions of service and any other existing carriage agreements between us.

3. Use

3.1 Each time you use the Ticket-it Application the User must enter all information required by the Ticket-it Application to enable the requested delivery service to be performed.

3.2 When the required information is entered, the Ticket-it Application will send us an updated manifest and will generate an address and tracking label incorporating the information entered by the User. You must print and apply the address and tracking label to the relevant items prior to pick-up by us.

3.3 You will be responsible for maintaining all Ticket-it barcode printing hardware and must ensure that all barcodes meet barcode print quality standards ANSI A or ANSI B, or the European Standard EN grade 4 or EN grade 3. If barcode quality does not meet these standards we may at our discretion charge you an additional fee of up to $0.50 per item.

4. Access

4.1 The Ticket-it Applications:
(a) in the case of the Ticket-it Hosted Application, requires an internet connection for the duration of each session;
(b) in the case of the Ticket-it Stand-Alone Application, must be connected to the internet at least once in every 24 hour period in order to send us manifests and receive updates and fixes as they become available;
(c) are supported on a number of popular web browsers. We will maintain a list of currently supported web browsers in the Ticket-it Help Tool; At our discretion we may support new versions of these web browsers and/or new web browsers as they become available. and
(d)may require ActiveX controls to be enabled in your Internet Explorer browser for printing labels. For large volume printing we suggest using Internet Explorer with ActiveX controls permanently enabled. Technical requirements for the use of ActiveX controls are provided in the Ticket-it Help Tool.

4.2 We will provide you with one Super User login and password. Your Super User must then manage all of your individual Users of the Ticket-it Application on your behalf.

4.3 Your use of the Ticket-it Application may be suspended by us, for such period as we think fit, if:
(a) an invoice issued to you under any carriage contract has not been paid by you by the due date; or
(b) we assess you to be, or likely to become, a poor credit risk; or
(c) we think your use of the Ticket-it Application is a nuisance or you attempt to access unauthorised services.

4.4 You will not assign your rights under these Terms without our prior written consent.

5. Services Costs

5.1 You will be responsible for purchasing, at your expense, all consumables required in respect of your use of the Ticket-it Application and these Terms, including without limitation appropriate label stock.

5.2 All costs shown in the Ticket-it Application for our services are indicative only. Your invoice will show the final amount payable.

6. Ticket-it Application Backup

6.1 You acknowledge that the Ticket-it Application, like any technology-based service, may be unavailable for periods whether planned or unplanned.

6.2 We aim to perform regular routine backups and/or other maintenance of the data on the Ticket-it Application, at times to be determined by us. At our discretion we may perform any updates and/or fixes, including adding new features and/or functionality, we deem necessary to the Ticket-it Applications. We will notify you if we require you to log-out of the Ticket-it Application during any such operations.

6.3 We recommend that you keep updated records of your data in a secure location in addition to its location on the Ticket-it Application by regularly using the download functions included in the Ticket-it Application.

7. Help and Support

7.1 We will provide assistance to you with your use of the Ticket-it Application with:
(a) an 0800 help desk. This is available during our normal business hours, from 8.30am to 6pm, Monday to Friday; and
(b) the Ticket-it Help Tool, which you may consult for technical assistance with using the Ticket-it Application.

8. Confidentiality and Privacy

8.1 Each of us agrees to keep confidential all information and data exchanged between us through or in connection with the Ticket-it Application.

8.2 The obligation under clause ceases when (but only to the extent that) the relevant information or data must by law be disclosed or has become public knowledge other than through an action or omission of you or us.

8.3 We may collect, retain and update personal information about you collected through the use of “cookies” (text stored by a server upon accessing a site in order to authenticate and maintain information about Users). We may also use cookies on the Ticket-it Applications to store User information statistics for improving the Ticket-it Applications’ functions. All information collected by us will be held by us. The purpose of collecting this information is to let us monitor use of the Ticket-it Applications.

8.4 You warrant that all personal information, including all personal information relating to your customers, that you disclose to us has been collected, stored, used and disclosed in a manner consistent with the requirements of the Privacy Act 1993. You indemnify us for all loss or damage suffered by us as a consequence of breach of this warranty.

9. Intellectual Property

9.1 You acknowledge that all intellectual property rights in the Ticket-it Applications are vested in us and will remain our property.

9.2 In order to protect our intellectual property rights, we may require you, and you agree and undertake, to execute any documents which in our opinion are required to give full effect to the ownership arrangements described in clause .

9.3 You will not, and will not allow a third party to, copy, reproduce, disassemble, or reverse compile the whole or any part of the Ticket-it Applications except as set out in clause below.

9.4 Notwithstanding clause , you may copy the Ticket-it Applications only to the extent that such copying forms part of your routine back up and security procedures.

9.5 You will only use the Ticket-it Applications as permitted by these Terms and will not alter or modify any part of the Ticket-it Applications.

10. Termination/Amendment

10.1 These Terms may be terminated by:
(a) mutual consent recorded in writing;
(b) either party by giving at least 30 days notice to the other party, specifying the effective date of termination;
(c) us with immediate effect if you are no longer using our services or if any agreement you may have with us for the carriage of goods expires or is terminated; or
(d) us with immediate effect if in our opinion:
(i) you have accessed or are accessing the Ticket-it Applications other than in accordance with these Terms or in a manner or for a purpose not permitted by these Terms; or
(ii) you use any of the Ticket-it Applications, including any related software or applications which we have provided to you, other than as expressly permitted by these Terms.

10.2 On termination of these Terms you will no longer be able to access the Ticket-it Application.

10.3 Termination of these Terms does not, of itself, effect a termination of any other agreement between us.

10.4 We may change these Terms by giving you at least 30 days notice of the changes.

11. Disputes

11.1 Each of us must attempt in good faith to resolve through negotiation any dispute regarding these Terms. If not resolved within 14 days, the dispute shall be referred to mediation using a mediator agreed upon in writing by both of us or, in the absence of such agreement, a mediator nominated by the Chair for the time being of LEADR Incorporated Inc.

11.2Neither of us shall commence any court or arbitration proceedings unless we have first complied with clause .

12. Our Liability

12.1 Without limiting any other provision of these Terms we will not be liable to you for any direct or indirect consequences (including any delay, costs, loss or other damage, however incurred or suffered) if the Ticket-it Application suffers any failure or is unavailable for any reason whatsoever.

12.2 To the maximum extent permitted by law, we exclude all liability to you whatsoever in respect of these Terms and make no representations and give no warranties (either express or implied) as to the suitability or fitness for purpose of the Ticket-it Application or any other related goods or services.

12.3 If you acquire or hold yourself out as acquiring the use of the Ticket-it Application (by way of a contract formed under these Terms) for the purposes of a business, you agree that the provisions of the Consumer Guarantees Act 1993 will not apply to your use of the Ticket-it Application or these Terms.

13. Force Majeure

13.1 We shall not be liable to you for any delay or failure which arises as a result of a Force Majeure Event.

14. Governing Law

14.1 These Terms are governed by New Zealand law and you submit to the jurisdiction of the New Zealand Courts.