Terms of Business

Last updated September 2023

This page contains the core provisions which govern the relationship between you, our client (you or your), and IT Partners Limited (IT Partners, we, our or us). Details of the services and/or products we are to provide, and other additional matters governing our relationship with you, may be recorded in a Proposal, Quote, or Service Order (as defined below).

1 Definitions

Confidential Information” means any information relating to the business of either party, including any information.
(i) relating directly or indirectly to research or development by, accounting for or the marketing of the business of either party or its suppliers or customers;
(ii) disclosed by either party to the other party on the express basis that such information is confidential; or
(iii) which might reasonably be expected by either party to be confidential in nature.

“Deliverable” means any material that we will provide as specified in a Proposal, Quote or Service Order. This may include hardware, software, reports, data, documentation and other items. The Services are not Deliverables.

“Expiry Date” means the date marked“ valid until” on any written Quote, Proposal or Service Order.

GST” means goods and services tax as defined in the Goods and Services Tax Act 1985.

Intellectual Property Rights” means all intellectual property rights, including patents, copyright, registered and unregistered designs, trademarks (both registered and unregistered), logos, business and trade names, processes, inventions, and know-how.

Proposal” means any written proposal and accompanying documents agreed with you setting out the relevant engagement to be undertaken by us, scope of Services, fees, and other matters.

“Quote” means any written quote and accompanying documents agreed with you setting out the relevant engagement to be undertaken by us, scope of Services, fees, and other matters.

“Service Order” means any other agreement to provide services, whether in writing or not agreed with you setting out the relevant engagement to be undertaken by us, scope of Services, fees, and other matters.

Services” means any services provided by us to you, including as set out in the relevant Statement of Work, Proposal, Quote or Service Order (and as may be updated or varied from time to time).

Terms” means these Terms of Business.

Third-Party Product” means any software or hardware provided by a third party and procured by us on your behalf as part of our performance of the Services and includes any applicable extended warranties procured.

we”, “us”, and “our” means IT Partners Limited.

you” and “your” means the person or entity acquiring Services from us.

2 Responsibilities

We agree to supply you with Services and Deliverables on the terms set out in the relevant Proposal, Quote or Service Order and these Terms.

You agree to perform your responsibilities as specified or agreed in each Proposal, Quote or Service Order. You will:
(a) provide our personnel with full, free, and safe access to your premises to allow them to provide our services, subject to your security requirements, as notified to us
(b) provide to us, in a timely manner (at your cost), any documents, information or other materials as we may reasonably require for the performance of our obligations, and ensure that the documents, information or materials are complete and accurate in all material respects. And
(c) co-operate with us in all matters relating to the Services and Deliverables.

3 Acceptance

These Terms are our standard terms and conditions which apply in respect of all Services and other work carried out by us, except to the extent that we otherwise agree with you in writing. Any Proposal, Quote or Service Order will be subject to these Terms. All other terms and conditions are expressly excluded unless otherwise agreed in writing by us.

Where there is any inconsistency between the documents, the following order of precedence will apply:
(d) Proposals, Quotes and written Service Orders (including any accompanying documentation);
(e) these Terms; and
(f) any Service Orders that are not in writing.

A binding contract for the Services is deemed to be formed between us and you when you accept our Proposal, Quote or Service Order in writing before the Expiry Date, or we otherwise provide any Services, whichever occurs first. You cannot cancel or suspend such a contract once it has been formed unless we agree otherwise in writing.  If no Expiry Date is specified, then we may, at our discretion, provide an updated Proposal, Quote or Service Order, and your acceptance of an earlier Proposal, Quote or Service Order will be of no effect.

4 Estimated Costs and Timetable

We will use our reasonable endeavours to complete our services and provide deliverables within any time and cost estimates specified or agreed in the Proposal, Quote, or Service Order. We will not be bound by anytime or cost estimates unless we have agreed in writing that they are to be fixed.

5 Our Personnel

You acknowledge that our personnel are critical to servicing our clients. You agree not to employ or use any of our personnel (whether under a contract for services, or any other form of engagement, and whether in a permanent or temporary or contract position) while they are involved in the provision of our services for you or for 6 months following the completion of any such services, and you agree not to attempt to do any of these things or encourage or assist any other person to do any of these things.

6 Acceptable Use and Passwords

Where we provide you with any voice or data connectivity services, domain name registration services, web hosting services, cloud-based services (e.g., software-as-a-service) or similar, you agree:
(a) to use those services in a responsible manner and to follow any instructions we or our service providers give to you (including any acceptable use policies);
(b) not to engage in any activity that has, or is likely to have, an adverse impact on our other customers (or our service providers’ other customers’) use of the resources over which those services are provided;
(c) that you are responsible for the use of those services by any person, whether authorised by you or not; and
(d) to keep secure any identification, passwords and other information relating to your account and to notify us immediately of any known or suspected unauthorised use of your account or breach of security, including loss, theft or unauthorised disclosure of your passwords or other security information.

7 Warranties

We warrant that our services will be performed with due care and skill, in a professional manner and in accordance with accepted industry standards.

The parties agree that all conditions or warranties (statutory, express, or implied) other than those expressly stated in these terms of business or otherwise agreed to by us in writing are excluded to the maximum extent permitted by the law, including, without limitation, the implied warranties of merchantability and fitness for purpose.

You acknowledge that we do not represent, warrant, or undertake that the Services or Deliverables will be:
(a) completely secure or private or that any data will never be lost or damaged;
(b) free of errors, defects, malware or other harmful things;
(c) free of any harmful or inappropriate content; or
(d) uninterrupted, timely, or always accessible, available or fully functioning.  

8 Procurement Services

Where we procure any Deliverable that is Third Party Product:
(a) we make no representations or warranties in respect of the Third-Party Product, including (without limitation) in relation to the quality, the suitability for your purposes, or the performance characteristics of the Third-Party Product;
(b) we will pass on to you any warranties for the Third-Party Product offered by the supplier, manufacturer, or licensor of the Third-Party Product, and use reasonable endeavours to assist you to obtain the benefit of those warranties;

(c) we will obtain relevant licences to use that Third Party Product on your behalf, but you will remain liable to comply with those licence terms and any renewals.

From time to time, we may receive incentives from our suppliers in connection with Third Party Products we procure for our clients.

Where we are delivering Deliverables to you and delivery is delayed for any reason, we use best endeavours to provide you notice of the delay. We will not be liable to you or any other party for any loss sustained due to delay, and we reserve the right to cancel delivery of Deliverables without prejudice to our rights to recover all sums owing to us in respect of deliveries already made.

In the circumstance where we store Deliverables for you or on your behalf and you fail to collect or accept any Deliverable by any delivery date specified, you agree to pay our reasonable storage costs until you collector accept those Products.

Responsibility for the Deliverables we supply to you will pass to you on delivery. Title in Deliverables supplied by us will not pass to you until you have fully paid us for the Deliverables.

9 Security Interest

You:
(a) grant us a security interest in the Deliverables (and the proceeds of the sale of the Deliverables) as security for all of your obligations to us (including the purchase price for the products), which we may register or perfect in any means possible in the applicable jurisdiction to ensure that we have an enforceable security interest against you and the Deliverables (and any proceeds of the sale of the Deliverables);
(b) agree to do all things and execute or arrange for execution all documents we require to ensure we perfect a security interest in the products in the relevant jurisdiction;
(c) will indemnify us for any costs we incur in registering, maintaining, discharging and/or enforcing the security interest created by these terms;
(d) agree that sections 114(1)(a), 117(1)(c), 133 and 134 of the Personal Property Securities Act 1999(PPSA) will not apply on the enforcement by us of any security interest created or provided for by these General Terms to which Part 9 of the PPSA applies. You waive any rights you may have undersections 116, 119, 120(2), 121, 125, 129and 131 of the PPSA on such enforcement, and you waive any right you have under section 148 of the PPSA to receive from us a copy of any financing statement, financing change state mentor verification statement that is registered, issued, or received at any time in relation to these General Terms; and
(e) agree not to assign, charge, encumber, mortgage, or permit any lien to arise over, or any security interest (other than ours) to attach to the products, without our prior written consent.

10 Fees and Payment

The fees for our services will be as specified or agreed in each Proposal, Quote, or Service Order, or if a Service Order does not specify fees, in accordance with our then-current standard fees and charges, or as otherwise agreed with you. You also agree to reimburse us for all pre-approved expenses incurred by us in relation to our services.

Prices and charges are exclusive of any GST or other taxes, duties or levies imposed by the relevant authorities.

You must pay our invoices without deduction or setoff on the 20th day of the month following the month in which the invoice is dated.

In addition to any other term in a Proposal, Quote, or Service Order, we may increase our prices and charges by the change in the consumer price index (or another index that we believe better reflects the change in our costs) since the date of the last increase not more often than yearly.  We will give you at least 28 days’ notice of any change in the price or charge.

The risk in any goods we supply to you passes to you on delivery by us. Ownership of goods we supply to you will remain with us until we have received payment in full. Pending payment in full, we will have a security interest in all goods we supply to you for the purposes of the Personal Property Securities Act 1999. You will allow us, and we will be entitled, to enter your premises and remove the goods at any time prior to payment in full being received. If you sell any goods prior to payment in full to us, the proceeds of that sale will be held in trust for us as our property.

If payment in full is not received by the due date for payment, we reserve the right to stop providing the Services to you and charge interest from the due date until the actual date of payment at the rate of 2% per annum above the rate that our principal banker charges for unarranged overdrafts, calculated daily and compounded monthly.

You must indemnify us against any costs or damages (including our legal costs) incurred in recovering goods or any monies owed by you, or otherwise in the enforcement of any rights contained in these Terms.

11 Intellectual Property

Each party will retain ownership of its own Intellectual Property Rights existing at the time these Terms are entered into.

You acknowledge and agree that all Intellectual Property Rights created or devised by us in connection with the provision of the Services, shall be owned by and shall vest in us, as and when created, unless otherwise agreed in writing.

To the extent that any of our Deliverables that we provide to you utilise our intellectual property, we grant you a non-exclusive licence to use such intellectual property as is reasonably required by you to use such deliverables and outputs in the manner contemplated by these terms of business and/or any Proposal, Quote, or Service Order.

Except as specified in these Terms, you shall have no right to use, sell, reproduce, copy, distribute or otherwise dispose of our Intellectual Property Rights, and you must not allow any third party to reproduce our Intellectual Property Rights.

Nothing in these terms of business prevents us from using our skills, ideas, techniques, experience, know-how and methodologies in the future.

You grant us a non-exclusive licence to use any intellectual property owned by you and provided to us in connection with the provision of our services, as is reasonably required by us in order to perform our services in the manner contemplated by these Terms and/or any Proposal, Quote or Service Order.

12 Confidentiality

Each party will maintain as confidential at all times, and will not at any time, directly or indirectly, disclose or permit to be disclosed to any person, use for itself, or use to the detriment of the other party any confidential information except:
(a) as required by law;
(b) as is already or becomes public knowledge, otherwise than as a result of a breach, by the party disclosing or using that Confidential Information, of any provision of this agreement;
(c) as authorised in writing by the other party;
(d) to the extent reasonably required in connection with these terms of business or for the performance of any Proposal, Quote or Service Order.

13 Limitation of Liability

Nothing expressed or implied in this agreement will confer any liability on either party (first party) in respect of any:
(a) indirect, consequential, or special loss, damage, cost or expense suffered or incurred by the other party as a direct or indirect result of a breach by the first party of any of its obligations under this agreement; or
(b) loss, damage, cost or expense suffered or incurred by the other party, to the extent to which this results from any act or omission by that other party;
(c) loss or corruption of data or loss of profits; whether in contract, tort or otherwise.

Our maximum liability to you under these terms of business or in connection with our provision of services or Deliverables to you (whether in contract, tort or otherwise) is in respect of all events or breaches arising in relation to our provision of services to you, the amounts paid by you to us in connection with the provision of services and Deliverables, excluding amounts paid for Third Party Products.

14 Termination

Either party may terminate these terms of business and/or any Proposal, Quote, or Service Order if the other party:
(a) enters into a composition with its creditors, enters into any form of voluntary or statutory administration, is declared bankrupt; goes into liquidation, or a receiver, administrator, or statutory manager is appointed in respect of it; or
(b) commits a material breach that is capable of remedy and fails to remedy the breach within 30 days of written notice requiring it to do so; or
(c) commits a material breach that is not capable of remedy.

On termination by either party, then the parties must meet and determine a schedule for ending all outstanding tasks in an orderly manner. Termination does not affect accrued rights and claims.

15 Disputes

If any dispute arises between the parties in relation to these terms of business and/or any Proposal, Quote, or Service Order, the parties will endeavour to resolve the dispute through good faith negotiations. If the dispute is not able to be resolved by negotiation within 1month of the dispute arising, either party may give written notice to the other party, referring the dispute to non-binding mediation.

Nothing in this clause precludes either party from taking immediate steps to seek urgent equitable relief before a New Zealand court.

16 General

16.1 Entire agreement: These terms of business, read together with each relevant Proposal, Quote and Service Order and their accompanying documentation (if any), constitute the entire agreement between the parties regarding their subject matter.  You confirm that you are not relying on any representation made by us except as expressly set out in these terms of business and/or any Proposal, Quote or Service Order.  

16.2 For the purposes of providing Products and Services, you will ensure we may:

(a) collect all relevant information (including any personal information) we may reasonably require from you, your personnel, customers or any third parties, and you authorise and request those individuals to release that information to us (including for the purpose of checking credit worthiness of you); and

(b) hold and process that information for the purpose of performing our obligations in respect of any contract in accordance with applicable privacy and data protection laws, including potentially holding and transmitting that information offshore to one of our Related Companies or wider group members.

We will ensure that the information provided under this clause will be collected, held and used securely (to the same standards as we use for our own confidential and personal data), and only for the purpose for which it was collected, in accordance with our Privacy Statement (which is available here).

16.3 Force majeure: Neither party will be liable for any delay or failure to perform any of its obligations under this agreement to the extent that the delay or failure is caused by an event beyond that party’s reasonable control. Any party relying on this clause must use its reasonable efforts to limit the effects of the force majeure, notify the other party of any material change in circumstances and carry out its obligations as soon as, and to the extent that, it is liable to do so.

16.4 Relationship between the parties: Neither party:
(a) is a partner, employee or agent of the other;
(b) has the power or authority, directly or indirectly or through its servants or agents, to bind the other to any agreement with any person; and
(c) will make any contrary representation to any person.

16.5 No assignment: Neither party may transfer or assign any of its liabilities or rights under these terms of business or any Proposal, Quote or Service Order to any other person without the prior written consent of the other party, which consent may not be unreasonably withheld.

16.6 No waiver: Any acceptance by us of partial or late payments or failure by us to exercise any right or remedy shall not be a waiver of any obligation of yours or any right of ours, nor constitute a waiver of any other default subsequently occurring.

16.7 Governing law: This agreement is governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts.

16.8 Change in terms: We may vary these Terms by putting the varied terms on our website or notifying you in writing of the new terms. Services provided after the date of the publication or notification of the varied terms will be subject to the variation, and the acceptance of Services by you after such date shall be deemed to be an acceptance of such varied Terms.

16.9 Severability: The illegality, invalidity or unenforceability of any provision of these Terms will not affect the legality, validity or enforceability of another provision.  

16.10 Future engagement: These Terms apply to any current engagement for Services and also to any future engagement for Services, whether or not we send you another copy of them.