Standard Terms of Engagement

1. Services

The Provider will provide services on written instruction from the client. Instructions by email must be received from an authorised person from a company email address.

2. Software License

In providing bespoke software solutions, the Provider may choose to incorporate or make available to the client software, including application libraries, previously developed by the Provider.

The Provider grants the client permission to make use of the software for the sole use of the client. All rights to the software are retained by the Provider and the client must not represent the software as their own, sell or distribute the software without permission of the Provider.

The client agrees to abide by any license terms and conditions as provided with the software.

3. Financial

a. Services are provided on a time and materials basis unless otherwise agreed before commencement of work.

b. Once a scope has been agreed, an estimate of costs may be requested by the client. Where an estimate is provided, the Provider will advise the client as soon as practical of variations to the estimate exceeding 10% of the estimate before continuing with provision of services.

c. Where a quotation is requested, an initial scoping excercise, resulting in a written brief, will be carried out on a time and materials basis to ensure that the client and Provider have a common understanding of the scope.

• Expected man hours required
• The risk assumed by the Provider
• The complexity of the requirements
• Reasonable costs of running our business

d. A weekly timesheet may be requested by the client for each week in which services are provided.

e. Travel time is charged at the standard consulting rate.

a. Vehicle Usage

Local travel (within 25km of Auckland CBD) is included in the chargeable rate.

When travelling outside of Auckland, vehicle usage will be charged at the published IRD rate at the time of invoicing, currently 77c / km.

b. Other Expenses

The Provider will obtain client approval before incurring expenses in relation to the provision of services.

Approved expenses up to $NZD2000 per month will be invoiced, at cost, in the month in which they are incurred.

Where approved expenses are expected to exceed $NZD2000 in a calendar month, the client may make advance payment or the amount of the expenses will be subject to a 5% handling fee.

a. All work is invoiced monthly or on termination of engagement.

b. Goods and Services Tax (GST) at the applicable rate is payable on fees and charges provided to clients in New Zealand, unless the client is zero rated or exempt.

c. Unless otherwise agreed, payment is due by the 20th of the month following the date of our invoice.

d. Interest may be charged at the current ASB Bank Visa interest rate on any outstanding amount after the payment due date.

e. If an invoice remains unpaid, we reserve the right to start proceedings to recover the overdue amount plus interest at the rate noted above, cease to provide services to you, and retain ownership of any works carried out for you until the overdue amount is paid.

a. Should any part of an invoice be in dispute, the client must notify the Provider within 14 days of receipt of the invoice.

b. Payment of the non-disputed portion of the invoice is required by the payment due date.

4. Confidentiality

4.1 All transactions, records and information pertaining to the client shall be held in strict confidence by the Provider.

4.2 On termination of services the client has the right to request in writing

a. Any physical documentation, provided by the client to the Provider, to be returned.

b. Any electronic information, provided by the client to the Provider, to be permanently deleted, including any backups.

4.3 The Provider has the right to destroy or permanently delete any information provided by the client, not otherwise requested to be returned, after a period of 12 months following termination of engagement, without reference to the client.

4.4 Not withstanding clauses 4.2 and 4.3, the Provider will retain copies of documentation and emails where there is a legal obligation to retain such information.

4.5 Not withstanding clause 4.1, the Provider will make any transactions, records or information available to police or government authorities, without prior reference to the client, where legally required under New Zealand law.

5. General

5.1 The client undertakes to provide a clear brief in respect of any work given, including the expected date of completion.

5.2 The client undertakes to provide in a timely manner access to any resources required by the Provider to carry out the work for the client.

5.3 The Provider agrees to perform the services to the best of the Provider's knowledge and experience and using due diligence and care.

5.4 The Provider agrees to complete the services in a manner that is consistent with good work standards.

5.5 Where there is a time constraint in a job undertaken by the Provider, the Provider agrees to complete that job in as short a time as is consistent with good work standards and other client responsibilities.

5.6 If any work performed by the Provider is defective then the Provider shall promptly remedy such work.

5.7 This agreement is to be interpreted within the laws of New Zealand.

6. Indemnity

6.1 The Provider retains Public Indemnity Insurance for a minimum of (NZ)$1,000,000 for services provided in New Zealand and Australia.

a. The maximum extent of any liability for reasonable loss, damage or liability suffered by the client resulting from the actions of the Provider relating to services provided within New Zealand and Australia is limited to (NZ)$1,000,000.

b. The client agress to indemnify the Provider against all losses relating to services provided outside of New Zealand and Australia

6.2 Any claim for damages relating to 6.1(a) must be made in writing to be received by the Provider within 12 months of the date to which the claim relates.

6.3 The Provider shall maintain such insurance for a period of 12 months following the completion of any services.

6.4 Neither party shall be liable for any delay in performing or failure to perform its obligations under this engagement if such delay or failure is caused by circumstances beyond the reasonable control of the party and for which it was not responsible.

7. Arbitration

In the event of any dispute or difference between the parties arising out of the interpretation or application or operation of these terms then the matter shall be referred to mediation in the first instance. If mediation does not resolve the matter, it shall be submitted to arbitration and shall be decided by one arbitrator if the parties can agree on the appointment of one person. If they cannot so agree then the arbitration shall be conducted by an arbitrator selected by the then President of the Auckland District Law Society. Every such arbitration shall be conducted in accordance with and shall be subject to the provisions of the Arbitration Act 1996 or any enactment passed in amendment or substitution thereof.

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