By engaging with Ambitious Aotearoa Limited (the "Provider"), you (the "Client") agree to these Terms, unless a separate service agreement is signed by both parties.
Parties: Ambitious Aotearoa Limited and the Client
Key Details
The Provider and the Client will agree to certain key details ("Key Details") which will be set out in an invoice from the Provider to the Client, being "Start Date", "Term", "Services" and "Charges".
Definitions
- Business Day
- A day (other than a Saturday, Sunday or public holiday) on which registered banks are open for business in New Zealand.
- Charges
- The Provider's charges for Services as may be varied from time to time.
- Confidential Information
- All information regardless of the form it takes and the manner in which it is communicated to the recipient, relating to the business, affairs, or financial or commercial arrangements of the disclosing party, or contracts or arrangements between the disclosing party and any other person.
- Default Interest Rate
- An interest rate of 10% per annum.
- Expenses
- Travel, accommodation, car rental, payment processing fees and any other reasonable expenses incurred by the Provider for the purpose of delivering the Services.
- Tax
- Any tax chargeable on the Services.
- Information
- All information, whether or not patented, including trade secrets, know-how, processes, concepts, ideas, data, business plans, reports, customer or client lists and any other written, printed or electronically stored materials.
- Intellectual Information
- All discoveries, inventions, improvements, designs, systems, procedures, computer software and programs, formulae, trademarks, trade names, copyright materials, patents, any applications or registrations for any of the foregoing, and any other intellectual property whatsoever.
Interpretation
- References to the parties include their respective executors, administrators, successors and permitted assigns.
- References to persons include individuals, partnerships, firms, associations, corporations and unincorporated bodies of persons, government or semi-government or local body or municipal bodies, and agencies or political subdivisions of them.
- Any obligation not to do anything includes an obligation not to suffer, permit or cause that thing to be done.
- Headings have been inserted for convenience only and shall not affect the construction of these Terms.
Agreement to Provide Services
Services. The Provider agrees to provide the Services to the Client, and the Client agrees to accept those Services, on the terms set out in these Terms.
Provider's Obligations. The Provider shall:
- Promptly commence and carry out the Services in a timely, competent, and efficient manner.
- Supply all equipment, materials and other resources necessary to ensure the Services are performed efficiently.
- Work co-operatively with the Client and the Client's employees, agents, and other contractors.
- Comply with all reasonable directions from the Client relating to the performance of the Services.
- Comply, at all times, with all applicable laws and regulations relating to the provision of the Services.
Non-Exclusivity. Nothing in these Terms shall prevent or restrict the Provider from entering into agreements with other persons for the provision of services.
Revisions
The Provider may make revisions to any works produced in the course of delivering the Services at the Client's request ("Revision" or "Revisions") at the Provider's sole discretion. The failure to provide a Revision or Revisions shall not be deemed a failure by the Provider to meet its obligations under these Terms.
Joint and Several Liability
If a party comprises more than one person then each person comprising that party shall be bound jointly and severally.
Term and Termination
Term. These Terms shall commence on the Start Date and continue in force for the length of the Term, unless terminated earlier in accordance with these Terms.
Renewal. If either party wishes to renew these Terms, it must give written notice to the other party at least 30 working days prior to the expiry of the current term ("Renewal Notice"). The Renewal Notice must contain the length of the renewal term, and may contain any other variation to the terms of these Terms.
Default. These Terms may be terminated immediately by the Provider giving notice in writing to the Client:
- Upon the Client committing any material breach of these Terms which is incapable of being rectified.
- Upon the Client committing any material breach of these Terms which is not rectified within 2 working days of written notice of the breach having been given to the other party.
- Upon the Client becoming insolvent.
- Upon a receiver or manager of any asset of the Client being appointed, or an order made or resolution passed for the liquidation of the Client.
By Notice. The Provider may terminate these Terms by giving 30 working days notice of termination to the other party, and the Term shall terminate upon the expiry of such notice.
Rights to continue. Termination of these Terms shall be without prejudice to any rights of either party accrued up to the date of termination including any rights, powers or remedies available to that party in contract, at law or in equity.
Price and Payment
Invoice. For all one-time payments, the Client will be invoiced for the value of this quote with the agreed-upon payment breakdown.
Payment. The Client will pay any Charges invoiced, together with all applicable Tax chargeable on the Services, within 7 days of receiving the invoice unless otherwise agreed upon. If payment is not made by the due date, the Client will be liable to pay a collection fee of 10% of the amount outstanding. If the Client's due amount remains outstanding, the Provider will pass the account to a debt collection agency, and the Client will be liable for any fees incurred. The Provider also reserves the right to halt any Services in the event of an unpaid account.
Ongoing Monthly Management Fees. For all ongoing monthly management fees, the Client will supply a credit card to the Provider, which will be charged directly each month.
Ongoing Third-Party Subscription. For all ongoing costs of third-party subscription, the Client will supply a credit card number and details for the Provider to use on the selected accounts.
No Set-Off. The Client must pay all Charges without deduction, deferment or any set-off it may have against the Provider.
Review of Charges. The Provider, in its sole discretion, may amend the Charges if the Client requests additional work beyond the scope of the agreed Services.
Late Payment. Where any amount payable remains unpaid following the due date, the Provider may, without prejudice to any other right:
- Charge interest on the unpaid amounts at the Default Interest Rate from the due date to the date of payment.
- Cease to provide Services to the Client.
- Refuse to publish, and/or remove any websites or other outputs created by the Provider in the course of providing the Services.
- Cancel any discount against standard charges, explicit or implied, and require full payment.
- Cancel any credit arrangement and require the immediate settlement of any future payment schedule.
Disbursements. Unless otherwise stated, the Provider may disburse Expenses to the Client in addition to the Charges.
Confidential Information
Confidentiality. Each party agrees that it shall not, either during or following termination of these Terms, directly or indirectly use, copy, publish or disclose any Confidential Information; will use its best endeavours to prevent unauthorised use, copying, publication or disclosure of Confidential Information; and will keep the terms of these Terms confidential.
Exceptions. These confidentiality provisions do not apply to information which was already rightfully held by the recipient, was already public, becomes public through no fault of the recipient, was supplied without restriction by an unrelated third party, or is required to be disclosed by law.
Continuing Obligation. The obligations of confidentiality contained in this clause shall survive termination of these Terms.
Intellectual Property
All Intellectual Property conceived, discovered, developed, made, perfected, improved, modified or altered by the Provider in the course of performing the Services, whether alone or with others, and whether capable of being patented or registered or not, shall be the absolute property of the Provider and may be exploited or used by the Provider in its absolute discretion. The Client will be granted an exclusive, non-assignable licence to use any such Intellectual Property in perpetuity.
Exclusion of Liability and Indemnity
The Provider shall not be liable to the Client or any third parties for any loss, damage, expenses or other liability arising directly or indirectly from the performance of the Services. To the fullest extent permitted by law, the Provider excludes all warranties or conditions implied by statute, at law, by trade, custom or otherwise.
The Client assumes sole and entire responsibility for, and indemnifies and saves harmless the Provider from, any and all claims, liabilities, losses, expenses, responsibilities and damages arising out of the Client's conduct in relation to these Terms, the Client's use of any material, advice or results of the Services, the Client's relations with its customers and other third parties, or any breach of these Terms by the Client.
Miscellaneous
- Contractor. The Provider enters into these Terms as an independent contractor; no partnership, employment, joint venture or other relationship is implied.
- Notices. Any notices must be delivered in person, by courier, or by email. Notices given after 5.00pm, or on a day which is not a Business Day, are deemed given at 9.00am on the next Business Day.
- No Assignment. Rights, duties or obligations under these Terms are not assignable without prior written consent of the other party.
- Non-Waiver. No failure or delay in exercising any right under these Terms operates as a waiver of that right.
- Partial Invalidity. If any provision is declared invalid, void or unenforceable, it shall be severable and deemed deleted without affecting the remaining provisions.
- Further Assurance. The Client agrees to promptly execute and deliver any further documents the Provider may deem desirable for obtaining the full benefit of these Terms.
- Rights Cumulative. Each right and remedy of the parties is cumulative and not exclusive of any other right or remedy allowed by law or equity.
- Entire Agreement. These Terms, along with any email correspondence defining the Key Details, constitute the entire agreement between the parties and supersede all previous understandings, arrangements, agreements and communications.
- Applicable Law and Jurisdiction. These Terms shall be governed by and construed in accordance with New Zealand law, and each party agrees to submit to the non-exclusive jurisdiction of the courts of New Zealand.