Terms and Conditions
1.1. The Consultant will perform the Services described in the Services and Pricing Schedule.
1.2. The Consultant will perform the Services exercising a reasonable degree of skill, care and diligent having regard to the standard reasonably expected of a competent professional in the Consultant’s industry.
2. Provision of Information
2.1. The Client is to provide the Consultant with sufficient information about the work (including the required timeframe) to enable the Consultant to clearly understand the Client’s requirements. The Consultant will not, without the Client’s prior consent, use information provided by the Client for the purposes unrelated to the Services. Any information provided by the Client to the Consultant is to comply with the Copyright Act 1994.
2.2. The Consultant will perform the Services in reliance of the information provided by the Client and the Client acknowledges that any changes to the information provided may present a different result.
3. Change to the services
3.1. The Client may request to modify the Services. Upon approval by the Consultant, the modification will constitute an amendment to the Agreement, which shall be read accordingly. The Client agrees that modification to the Services may incur additional fees.
3.2. The Consultant will use its reasonable endeavour to complete the work within the agreed timeframe. However the Consultant cannot take responsibility for the work undertaken by other consultants or subcontractors involved.
4. Fees and Payment
4.1. The Client is to pay the Consultant for the Services in accordance with the Services and Pricing Schedule. Subject to Clause 4.1, the Client acknowledges the monthly support fee may be varied by the Consultant from time to time.
4.2. For clarification, the Client agrees to engage the Consultant to provide such monthly support for an initial period of 24 months. The monthly support fee will then be reviewed at the end of 12 months and annually thereafter. First payment of the monthly support fee is due one month following the completion of services listed in the signed Client Services Agreement and monthly thereafter.
4.3. All fee and prices shall be quoted on a GST exclusive basis.
4.4. The Consultant shall issue an invoice to the Client for the Services at the time of completion of these services (excluding monthly support fee) and payment must be made by the Client to the Consultant by the 14th day following the date of invoice (“due date”)
4.5. If payment is overdue the Consultant may, at its discretion, cancel the Agreement with the Client and discontinue from providing any further Services until the Client has discharged all outstanding indebtedness to the Consultant.
4.6. The Consultant reserves the right to charge the Client interest on all outstanding invoices not paid on the due date at the rate of 2.5% per month on the overdue amount and for any collection costs relating to such outstanding invoices.
5. Force Majeure
5.1. If any of the parties shall be rendered unable to carry out the whole or any part of its obligations under the Agreement for any reason beyond its control including, but not limited to, Acts of God, acts of governmental authorities, strikes, war, riot and any other causes of such nature, then the performance of those obligations hereunder, to the extent that such obligations are affected by such cause, shall be excused during the continuance of any inability so caused, but such inability shall, as far as possible, be remedied with all reasonable despatch.
6. Dispute Resolution
6.1. In the event of any dispute arising out of or in respect of any matters relating to this Agreement, the parties shall endeavour in good faith to resolve such dispute expeditiously using informal techniques such as mediation, expert evaluation or other techniques agreed by them. If the parties are unable to resolve such dispute by informal techniques then such dispute shall be referred to arbitration in accordance with the Arbitration Act 1996.
7. Remote Access
7.1. The Consultant can access the Client's network systems remotely from its office. In order for the Consultant to access your system remotely we are required to use an intermediary, the ‘GoToAssist Express’ platform, which allows the Consultant to access your information technology systems with your consent. ‘GoToAssist Express’ is a technology provided by Citrix Online which is unrelated to the Consultant and provides their services based on their own terms and conditions.
7.2. The Client is solely responsible for adequate backup of its data and protection of its equipment used in connection with the Services provided. The Consultant will not be liable for any damages that the client may suffer in connection with using ‘GoToAssist Express’.
7.3. Furthermore, in no event will the Consultant be liable for any direct, indirect, punitive, special, incidental or consequential damages however they may arise and even if the Consultant has been previously advised of the possibility of such damages caused by use of ‘GoToAssist Express’ technology.
8. Governing Law
8.1. The agreement shall be construed with the laws of New Zealand. The New Zealand Courts will have jurisdiction in respect of the Agreement, and all amounts are payable in New Zealand dollars.