Full Terms & Conditions
Effective Date:
August 2026
Mailshop General Terms & Conditions
Last updated: August 2026
These General Terms & Conditions (“Terms”) apply to services supplied by Mailshop Limited (“Mailshop”, “we”, “us” or “our”) to its clients (“Client”, “you” or “your”).
By opening an account with Mailshop, accepting an estimate or quotation, placing an order, approving work or otherwise instructing Mailshop to provide services, you agree to these Terms.
Where Mailshop and a Client have entered into a separate written Service Supply Agreement or other written agreement, that agreement will apply in addition to these Terms. If there is any inconsistency between that agreement and these Terms, the separately agreed written terms will take precedence.
1. Relationship
1.1 Mailshop is not the agent of the Client and will not hold itself out as the agent of the Client in its dealings with third parties.
1.2 Mailshop will not incur any obligation or make any promise, undertaking, warranty or representation on behalf of the Client except where authorised by the Client.
1.3 Nothing in these Terms creates a partnership or joint venture between Mailshop and the Client.
2. Co-operation & Responsibilities
2.1 Mailshop and the Client will co-operate and provide each other with the information and assistance reasonably required to enable Mailshop to provide the agreed services (“Services”).
2.2 The Client is responsible for providing Mailshop with complete, accurate and timely instructions, information, specifications, data, materials and approvals required to perform the Services.
2.3 Decisions, directions and changes agreed between Mailshop and the Client may constitute amendments to previously established briefs and may affect pricing, production requirements and delivery timeframes.
3. Warranties
3.1 Mailshop warrants and guarantees that:
a. the Services performed will comply with specifications agreed between Mailshop and the Client;
b. where Mailshop provides any material, Mailshop has the right to provide that material and the material is free from any undisclosed security;
c. the Services and/or materials supplied by Mailshop will be of satisfactory quality, fit for their agreed purpose and free from defects in design, workmanship and material which would eliminate or diminish their value or suitability for their customary or agreed use;
d. the Services will be carried out by properly trained and qualified personnel using reasonable skill, care and diligence;
e. the Services will be carried out in accordance with the timescales agreed between Mailshop and the Client; and
f. the Services and/or materials supplied by Mailshop do not and will not infringe the intellectual property rights of any third party.
4. Service Standards, Responsibility & Liability
4.1 Mailshop will take due care in providing the Services and preparing materials for the Client.
4.2 Mailshop will indemnify the Client against claims, actions, damages, losses and costs arising from any breach by Mailshop or its agents, employees or contractors of these Terms, other than to the extent that the relevant claim, action, damage, loss or cost results from an act, omission or responsibility of the Client or a third party outside Mailshop's control.
4.3 Mailshop will not be liable for delays or damages arising from the Client's failure to comply with its responsibilities where that failure materially affects Mailshop's ability to perform the Services.
4.4 Mailshop will not mail, courier or otherwise dispatch material regarding or referring to the Client without the Client's prior approval. Responsibility remains with the Client for the substance of approved material. The Client accepts responsibility for claims, actions, damages, losses and costs directly arising from the failure of approved material to comply with applicable statutory or other legal requirements, including any false, misleading, deceptive or inaccurate information, provided Mailshop has not altered the approved material and the non-compliance has not resulted from an action or omission by Mailshop.
4.5 Where the Client directs or controls the delivery channel used to dispatch its materials, Mailshop will not be liable for damage or delay caused by that delivery channel once the materials have left Mailshop's premises and are in the hands of the delivery provider.
4.6 Mailshop will not be liable for a delay, omission or error in dispatched material to the extent that it results from an act or omission of the Client or any third party outside Mailshop's control.
4.7 Where Mailshop prepares materials for the Client, Mailshop will ensure that those materials comply with applicable New Zealand laws and relevant advertising and direct-marketing standards to the extent that responsibility for the relevant content sits with Mailshop.
4.8 The Client's total aggregate liability to Mailshop for all events, breaches or claims arising under or in connection with the Services will be no more than 100% of the total charges contracted to be paid to Mailshop in a contract year in relation to the Services under which the loss relates.
4.9 Neither party will be liable for any loss of profits arising under or in connection with the Services.
5. Authority & Approvals
5.1 Mailshop will not make commitments on behalf of the Client unless authorised to do so by the Client.
5.2 The Client's approval of relevant data formats, data control reports, estimates, proofs or other project approvals will constitute authority for Mailshop to proceed with the relevant work, including production and dispatch where applicable.
5.3 Once Mailshop has made commitments based on the Client's instructions, subsequent changes or cancellations may result in costs or penalties being payable to third parties. Mailshop will use reasonable endeavours to minimise such costs. The Client will be responsible for reasonable costs resulting from changes or cancellations initiated by the Client, provided Mailshop has advised the Client of those costs before making the relevant commitment.
6. Mailshop Services
6.1 The Services to be provided by Mailshop will be agreed between Mailshop and the Client through an estimate, quotation, brief, order, Service Supply Agreement or other written instructions.
6.2 Where the Client asks Mailshop to provide Services in addition to those originally agreed, the additional Services and associated charges will be agreed between the parties.
7. Estimating
7.1 The cost of work to be performed by Mailshop will be estimated or quoted and provided to the Client where appropriate.
7.2 The Client's approval will be sought before Mailshop commits to expenditure on the Client's behalf.
7.3 Estimates will be based on Mailshop's applicable fees for time, materials and other costs associated with the Services.
7.4 Where the Client subsequently changes the scope, specifications, quantities or other requirements, Mailshop may revise its estimate or charge for additional work and costs incurred.
8. Invoicing & Payment
8.1 Unless otherwise agreed in writing, Mailshop invoices are payable by the 20th of the month following the month dated on the invoice.
8.2 If an amount remains unpaid after its due date, Mailshop may charge interest on the overdue amount at 2% per month, calculated daily.
8.3 If the Client disputes an invoice, the Client should notify Mailshop promptly and provide details of the disputed amount. The undisputed portion of the invoice remains payable by the applicable due date.
8.4 Mailshop may suspend Services, withdraw or review credit facilities, or require payment prior to production or dispatch where an account is overdue or Mailshop reasonably considers this appropriate.
8.5 All Mailshop invoices will include Goods and Services Tax at the rate required by New Zealand law at the time of invoicing.
9. Pricing
9.1 Charges for Mailshop's Services will be set out in the applicable estimate, quotation, pricing schedule or other written agreement with the Client.
9.2 Where deadlines requested by the Client require Mailshop to perform work outside its normal business hours, additional or overtime charges may apply where agreed with the Client.
10. Confidentiality & Privacy
10.1 Mailshop and its employees, subcontractors and agents will not, without the Client's prior written consent, during or after the provision of the Services, disclose directly or indirectly to any person, firm, company or other third party any Confidential Information relating to the business, products or services of the Client obtained during the course of providing the Services.
10.2 The Client and its employees will similarly not disclose Confidential Information relating to Mailshop's business, products or services without Mailshop's prior written consent.
10.3 For the purposes of these Terms, “Confidential Information” means information relating to either party's business or financial affairs, operations, methodologies, personnel, suppliers, customers, know-how or pricing.
10.4 These confidentiality obligations do not apply to information that:
a. is in the public domain or subsequently enters the public domain without fault of the recipient;
b. is lawfully obtained from a third party entitled to disclose it;
c. was lawfully in the recipient's possession before receipt from the other party;
d. was independently developed by the recipient without use of the other party's Confidential Information; or
e. is disclosed with the other party's prior written approval.
10.5 Each party will comply with the requirements of the Privacy Act 2020, including any replacement legislation, in relation to personal information accessed, collected or stored in connection with the Services.
10.6 Mailshop will only use personal information obtained in connection with the Services for the purpose of performing those Services and will delete or securely dispose of personal information when it is no longer required, subject to any applicable legal or operational retention requirements.
10.7 Mailshop will:
a. strictly limit access to personal information to employees who require access for the purpose of providing the Services;
b. use appropriate measures to protect the integrity of personal information and prevent unauthorised access, loss or destruction;
c. notify the Client in the event of identified loss, damage or unauthorised access to Client personal information; and
d. ensure that any third party permitted to access personal information is required to appropriately protect that information.
11. Termination
11.1 Either the Client or Mailshop may terminate an ongoing service arrangement by giving two months' written notice to the other party.
11.2 Either party may terminate the arrangement immediately by written notice where the other party:
a. is in material breach of these Terms and that breach is incapable of remedy;
b. is in material breach capable of remedy and fails to remedy the breach within 30 days after receiving written notice giving details of the breach and the steps required to remedy it;
c. passes a resolution for winding up other than for the purposes of a solvent amalgamation or reconstruction, or a court makes an order to that effect;
d. becomes or is declared insolvent, or makes or proposes an agreement or composition with its creditors;
e. has a liquidator, receiver, administrator, manager, trustee or similar officer appointed over any of its assets; or
f. ceases, or threatens to cease, carrying on business.
11.3 Where work has commenced before notice of termination is given, the parties may agree that Mailshop will complete that work and Mailshop will be entitled to invoice the Client accordingly.
11.4 Where a project commenced before termination notice is subsequently cancelled by the Client, Mailshop may invoice the Client for reasonable costs incurred on the cancelled project. Mailshop will use reasonable endeavours to cancel or mitigate such costs.
11.5 Where Mailshop has entered into non-cancellable third-party commitments solely for the purpose of providing Services to the Client, Mailshop may be entitled to recover reasonable direct costs incurred in connection with those commitments.
11.6 On termination, Mailshop will transfer and make available to the Client all material and databases relating to the Client held by Mailshop.
11.7 All rights and ownership in any unproduced work in progress will be transferred to the Client.
11.8 Mailshop will not, without the Client's prior written consent, make any new commitment, contract or reservation on behalf of the Client after notice of termination has been given.
12. Intellectual Property
12.1 For the purposes of these Terms, “Intellectual Property” means all intellectual property rights and interests of a party, including copyright, designs, inventions, trademarks, logos, trade names and domain names (including goodwill in those trademarks and names), patents, database rights, know-how, proprietary or confidential information and all other similar rights, whether registered or unregistered.
12.2 All Intellectual Property owned by a party or its providers before the commencement of the Services, or developed or acquired outside the scope of the Services, will remain the property of its existing owner.
12.3 All material supplied by the Client to Mailshop, including literature, graphics, images, logos, documentation and associated material, will remain the property of the Client or relevant licensor. The Client grants Mailshop a licence to use such material solely for the purpose of providing the Services.
12.4 All rights, title and interest in Intellectual Property created by Mailshop specifically for the Client when performing the Services or acting under the Client's instructions will be transferred to and vest solely in the Client.
12.5 To the extent that Intellectual Property is jointly created by Mailshop and the Client in the course of providing the Services, all rights, title and interest in that Intellectual Property will vest in the Client.
13. Assignment
Neither Mailshop nor the Client may assign, charge or otherwise transfer an ongoing agreement or its rights or obligations under that agreement without the prior written approval of the other party.
14. Force Majeure
14.1 Mailshop will not be responsible for failure or delay in completing Services where that failure or delay is caused by circumstances outside Mailshop's reasonable control.
14.2 Such circumstances may include war, strikes, industrial action, lockouts, accidents, fire, blockade, import or export restrictions, natural catastrophes, terrorist activity or other intervening events outside Mailshop's control.
14.3 Mailshop will not be responsible for loss or damage incurred by the Client as a result of such failure or delay.
15. Disputes
15.1 If a dispute arises in relation to these Terms or the Services, neither party may commence proceedings relating to the dispute, except where urgent interlocutory relief is sought, unless the parties have first made genuine efforts to resolve the dispute.
15.2 The parties will first attempt to resolve the dispute through negotiation between appropriately authorised representatives of Mailshop and the Client.
15.3 If the dispute remains unresolved, the parties may agree to refer the matter to arbitration.
15.4 Any arbitration will be conducted in New Zealand by an arbitrator appointed by the parties or, failing agreement, in accordance with the applicable process under New Zealand law. Arbitration will be conducted in accordance with the Arbitration Act 1996.
16. Governing Law
These Terms are governed and construed in accordance with New Zealand law.
17. Notices
17.1 Any formal notice or other communication required or permitted under these Terms must be in writing and properly addressed to the other party at its last notified postal or email address.
17.2 A notice will be deemed to have been received:
a. on the date of delivery, if delivered personally or by courier;
b. on the date of transmission, if sent by email and no notice of delivery failure is received by the sender; or
c. three business days after the date of posting, if sent by prepaid post.
18. Contact Details
Mailshop Limited
47 Felix Street
Onehunga
Auckland, New Zealand
Email: info@mailshop.co.nz