Terms of business
Concentrate by Ilaria
1. Payment Schedule
We will issue you with a tax invoice at the end of each month or at the completion of a payment milestone. If the invoice has not been paid within 30 days, we will not be held accountable to any SLAs until the invoice is paid in full, and will be entitled to charge default interest on any amounts outstanding at 2% per annum above the Reserve Bank of New Zealand’s cash rate.
2. Timing for performance
You acknowledge that times or dates for the provision of the Services are estimates only and we will not be liable for any delays.
Any drawings, specifications and plans identified in the Proposal as requiring your approval will be approved or commented on in writing by you within five (5) working days after the receipt of such drawings, specifications or plans. If you do not respond within that period, it will be deemed to have approved the drawings, specifications or plans, as the case may be.
3. Good Faith Obligations
The Parties acknowledge that they have entered into this Proposal in the spirit of good faith. Each Party agrees to act reasonably and cooperate to achieve the purpose of this Proposal and use its reasonable endeavours to provide in a timely manner all information that is reasonably requested by the other Party for the purposes of furthering this Proposal.
4. Enforceable Terms
All provisions of this Proposal are enforceable terms, and therefore, intended to be legally binding on the Parties.
5. Assignment
Neither Party may assign or novate this Proposal or a right or interest under this Proposal without the consent of the other Party in writing (which must not be unreasonably withheld).
6. Confidentiality
Confidential Information means the terms of this Proposal and the contents of all negotiations leading to its preparation, and any other information received by a Party (or its representatives) from another Party (or its representatives) about its business, whether or not such information is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to the recipient or received, acquired, overheard or learnt by the recipient in any way whatsoever.
Each Party must:
(a) keep all Confidential Information confidential (except as required by law);
(b) not disclose that information to any person, other than to each Party’s officers, employees and advisers who have a need to know and are required to keep such information confidential; and
(c) in the event this Proposal is terminated, destroy or return any Confidential Information obtained by that Party as a consequence of the negotiations.
7. Insurance
You acknowledge that we will have the following insurance policies in place:
• Professional Indemnity Insurance
8. Limitation of Liability and Indemnity
Except for third party claims arising from gross negligence or wilful misconduct, for which liability remains uncapped, the total liability under this Proposal of each Party whether arising in contract, tort (including negligence) or otherwise, is limited to an amount equal to the Price.
Notwithstanding any other term of the Proposal, neither Party is liable whether in contract, tort (including negligence) or otherwise for any indirect or consequential losses, including but not limited to loss of profit, loss of market, opportunity or contracts.
Each Party’s liability, howsoever arising, is reduced proportionally to the extent that any act or omission of the other party contributed to the loss or damage.
9. Costs
Each Party agrees to obtain its own independent legal advice and pay its own expenses (including legal costs and expenses) in relation to the preparation and negotiation of any documents in relation to the Purpose (including, without limitation, this Proposal).
10. Counterparts
This Proposal may be executed in a number of counterparts, all of which taken together will be deemed to constitute one and the same document.
11. Further Conditions
This Proposal constitutes the entire understanding and agreement of the Parties relating to the arrangement and supersedes and extinguishes all prior agreements and understandings between the Parties relating to the same.
No amendment to this Proposal will be effective unless it is in writing and signed by the Parties.
12. Governing Law
This Proposal is governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand.
13. Intellectual Property
As between the Parties, nothing in this Proposal constitutes an assignment or transfer of either Party’s intellectual property rights in any intellectual property developed prior to or independently of this Proposal (Background IP) and each Party owns its respective Background IP.
14. Term and Termination
This Proposal commences on the date it is signed by the last of the Parties, and expires on the completion of the Purpose.
15. Warranties Each Party represents and warrants that:
(a) it has full legal capacity, right, authority and power to enter into this Proposal, to perform its obligations under this Proposal, and to carry on its business;
(b) no insolvency events (including but not limited to bankruptcy, receivership, voluntary administration, liquidation or creditors’ schemes of arrangement) affecting it or its property are occurring or are likely to occur;
(c) it is not aware of any actual or potential conflict of interest in entering into this Proposal, including at law or under any other instrument binding on it; and
(d) it does not enter into this Proposal as a trustee of a trust.
We warrant that the Services will be executed using due care and skill, and in a timely manner as agreed in this Proposal.
A 30 day defects liability period for the Services starts from the date of Project Completion or from the date on which the system commences Live Use, whichever occurs first. We are not obliged by this clause to rectify a defect that is directly or indirectly caused by any modification or alteration to the work practices by the Client or any other person.
Contact Details
Concentrate by Ilaria
PO Box 452
Christchurch
Phone 03 3658774
www.concentrate.co.nz