Trade Terms and Conditions
1.0 For Routine Work on a Time Basis
All services will be charged at a minimum quarter hourly rate for all work regardless if it is on and offsite work. Time spent travelling (up to a maximum of 10 hours in any 24 hour period) is charged at the standard rate, immaterial of where work is done.
2.0 For Work Undertaken on a Quotation Basis
Defined Hardware, Software and Services are provided for a quoted price and unless otherwise stated, the quoted price will not include additional or unforeseen expenses occurred in completing the defined services.
3.0 Services Provided
Expert I.T. Limited shall perform services in accordance with the reasonable standard of skill, care and diligence, generally exercised by the information technology profession in New Zealand. Subject to any financial, physical, time or other restraints imposed by the client or necessarily resulting from the nature of the engagement.
4.0 Relationship with Client.
The terms of these conditions of engagement shall be binding on the party for whose ultimate benefit the services are to be performed, (referred to herein as the “principal”), whether or not the Principal is the party by whom Expert I.T. Limited is engaged.
Where the adviser or other representative is acting or purports to act as agent for the Principal, then the Principal shall be the Client and the adviser or other representative acknowledges that he is the duly authorised agent of the Client and accepts these conditions on behalf of the Client. Whether or not the adviser or other representative by whom Expert I.T. Limited is appointed, is acting as agent for the Principal, the party by whom Expert I.T. Limited is appointed shall be responsible for payment of all fees and job costs and undertakes to indemnify Expert I.T. Limited for any unpaid fees or job costs.
5.0 Fees and Job Costs
5.1 Expert I.T. Limited shall be entitled to monthly progress payments of fees and other job costs for quoted work and the progress payment is to be based on percentage completed.
5.2 Accounts for hardware, equipment or software purchases to be paid immediately on receipt of invoice.
5.3 Accounts for time spent services shall be due on the 20th day of the month following invoice.
A prompt payment discount of 6.0% will apply on time spent invoices if received and paid in full by the due date and will appear as a credit on your next statement. Discount does not apply to any hardware, software or quoted work invoices.
5.4 The Client shall pay Expert I.T. Limited for all other authorised job related costs, including disbursements, telecommunication costs, reproduction, testing and travelling expenses receipts for such costs are to be attached to the invoice. Expert I.T. Limited may add a service charge of 10 per cent of invoice costs where payment to others has been made on behalf of the client.
5.5 Where payment is not made within 7 days of due date, Expert I.T. Limited shall be entitled to recover interest from due date at the rate of 2.0 per cent above the current bank rate per month.
6.0 Copyright and Use of Documents
6.1 Copyright in all software, documents, and in the work executed from them, will remain the property of Expert I.T. Limited, unless otherwise agreed and documented. The clients shall be licensed, on payment of all fees and other job costs due to Expert I.T. Limited, to use the software and documents in the works only for the specific purpose for which they were intended. This Document details terms and conditions for a contract between Expert I.T. Limited and the Client, for routine sales and services normally provided either on a time basis, or a quoted price basis.
6.2 Expert I.T. Limited incorporates its own design concepts, program techniques, development libraries and standards internally within the programs. Expert I.T. Limited owns any intellectual property in these areas.
6.3 The client shall not enter into any contract with nor make any representations to a third party or third parties that describe Expert I.T. Limited duties and responsibilities in a manner inconsistent with the terms of this agreement.
7.0 Limitation of Liability.
7.1 Expert I.T. Limited or any sub-consultant shall not be liable for the commercial performance of the project, nor for any loss or damage arising by reason of any delay in completion of the project, Nor for any loss of profits, or for any indirect or consequential loss of whatever nature.
7.2 The expression “Expert I.T. Limited” shall include all employees of the Expert I.T. Limited; and the expression “sub-consultant” shall include all parties engaged by Expert I.T. Limited or by any other sub consultant to perform any part of the services provided for by this engagement, and all employees of the sub-consultant.
8.0 Confidentiality Agreement
8.1 In order to allow us to provide advice and services we need to be party to confidential information belonging to our clients business, business plans, and business directions. The purpose of this section is to assure you, our client, that we will keep information disclosed to us strictly confidential. We refer to that information as “confidential information”. We understand that the handling of your confidential information is of extreme importance. You are only disclosing it to us on the basis that we keep it secret to ourselves and to those “need to know”; directors, officers, employees, advisers or anyone else acting for us.
8.2 What is Confidential Information?
“Confidential Information”: Refers to all information belonging to our client in whatever form that may exist from time to time, whether it is recorded in any format or media, written or oral. Includes (but is not restricted by) the following classes of information: ideas, concepts, formats, graphics, specifications; business, financial
and strategic plans or studies, market and customer information, documentation, drawings, product and service information, trade secrets, trade names, computer or electronic hardware, intellectual property of any type or description, correspondence, file notes, analysis, communications, compilations, studies or other work arising from any exchange of information between us.
8.3 Ideally you should specifically identify when information is confidential, but your information does not have to be so identified as being confidential to be treated as confidential by us.
8.4 Includes all of the above information, which you may have disclosed before the date of this agreement and information disclosed by your directors, officers, employees, advisers or anyone else acting for you.
8.5 Disclosure by you includes disclosure on your behalf such as by your directors, officers, employees, contractors or advisers.
9.0 What is not Confidential Information?
The following information is not confidential:
9.1 Publicly available information which means information that is in a publicly available publication such as a magazine, book, newspaper, or other publication that is or will be generally available to members of the public. These publications include a public registry but do not include other data bases, whether electronic or not, or the Internet;
9.2 Information we have received in good faith from someone else who acted legally in obtaining and disclosing it to us unless clearly stated at the time of information transfer to be confidential.
9.3 Information that we can prove was disclosed to us before our relationship was formed unless clearly stated to be confidential.
9.4 These exceptions are important. In applying them, confidential information (whether in the form of separate items or combinations of items) does not become non-confidential information merely because the items (or combinations of items) are included within publicly available information or information already known by us.
9.5 If you mark any information as ”confidential” or ”secret” we have 10 days from receiving it to tell you that we consider that it is within any of these exceptions. If we do not do so we will have given up our right to make that claim.
10. How we can use the Confidential Information
We may use the confidential information only on your behalf. We cannot use the confidential information to harm your business whether by using it without paying you its economic value, to compete against you, or to give someone else a competitive advantage or springboard for development.
10.1 How long does this confidentiality agreement last and what happens when it ends?
This agreement lasts for the duration of our working relationship, and for one further year from its cessation. At the end of this agreement (or at any earlier time if asked) we will return all confidential information supplied to us or destroy it.
10.2 Head-hunting of personnel
We both agree that we will not undertake any negotiations to entice or head-hunt any employee of either party for the duration of this agreement and for an additional 12 months following its cessation.
11.0 Postponement of services and termination of Engagement
Any agreement between Expert I.T. Limited and the client may be postponed or terminated by either party, on the expiration of reasonable notice given in writing.
11.1 Upon receipt of such notice from the Client, Expert I.T. Limited shall take immediate steps to bring the services to a close and to reduce expenditure to a minimum.
11.2 Managed Service customer must provide 3 months notice for termination.
11.3 Upon postponement of the services or termination of the engagement, Expert I.T. Limited shall be entitled to payment of fees and other job costs up to the effective date of postponement or termination and such further fees and cost’s incidental to the orderly termination of the services.
12.0 Settlement of Disputes
In the event of any dispute arising between Expert I.T. Limited and the Client, the matter in dispute shall be referred to the final decision of a sole arbitrator to be appointed by the parties. If the parties fail to agree, within one month of one party giving notice in writing to the other party of a dispute to be referred to arbitration, then either party may request the President of the
New Zealand Computer Society, to appoint an arbitrator and the arbitrator shall be so appointed.
13.0 Consumer Guarantees Act 1993
13.1 The Client agrees that all products or services supplied by Expert I.T. Limited to the Client have been acquired by the Client for the purposes of re-supply in trade.
13.2 If, notwithstanding clause 1 above, any of the products or services are acquired by the Client for the Client’s own use, the Client acknowledges such products or services are acquired for the purposes of a business, and the provisions of the Consumers Guarantees Act 1993 are expressly contracted out of to the extent permitted by the Consumers Guarantees Act 1993.
13.3 Nothing in the conditions of sale is intended to have the effect of contracting out of the provisions of the Consumers Guarantees Act 1993 except to the extent permitted by that Act and these conditions of sale are deemed to be modified to the extent necessary to give effect to this intention.
14.1 For goods or services not manufactured or supplied by Expert I.T. Limited the warranty shall be the current warranty provided by the manufacturer or original supplier of the Goods. Expert I.T. Limited shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the manufacturers or suppliers warranty.
15.1 Expert I.T. reserves the right to review these terms and conditions at any time and from time to time. If, following any such review, there is to be any change in such terms and conditions, that change will take effect from the date on which the seller notifies the Client of such change.
15.2 In the event of any breach of this contract by the Expert I.T. the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of the Expert I.T. exceed the Price of the Goods.
15.3 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.