The following Terms and Conditions constitute the legal obligations of all parties to services provided for work undertaken by Computer Technologies. These Terms and Conditions are governed by the laws of New Zealand and the New Zealand Courts, and shall have exclusive jurisdiction.
Computer Technologies is the exclusive provider of IT services (This is what the supplier contracts to do for the customer in terms of the outcome, the service requirement, availability and when it is carried out) to the customer. While the services of Computer Technologies are in force no other IT provider shall be permitted to perform work on the customer’s IT environment (The type and quantity of computer equipment, the software applications operating, the systems configuration and where it is located) without the prior knowledge and approval of Computer Technologies.
Termination of services this agreement by giving 60 days’ notice in writing of intention to terminate, or payment in lieu of such notice.
The customer shall pay the monthly invoice, by automatic payment (weekly or monthly) as agreed and specified without any deduction whatsoever including setoff or counterclaim.
The customer shall pay Computer Technologies on invoice for excess charges (services in excess of reoccurring fixed monthly invoices).
Computer Technologies will invoice the customer for all additional effort expended over and above the agreed monthly charge. These excess charges are generated when the customer requests work be performed that exceeds their agreed fixed monthly invoice. The customer will be expected to pay subject to Computer Technologies invoice terms.
Computer Technologies may give written notice to the customer specifying a new monthly charge and/or excess charge rates proposed upon a change to the service(s) provided. Upon the new charges being agreed by both parties the payment instalment shall be adjusted and effective on the next payment date.
The customer will be invoiced for all third party costs incurred whilst working on the customer’s behalf as may be reasonably considered to be applicable to the customer; for example licensing costs, connection charges, etc.
All payments to Computer Technologies will be inclusive of Goods and Services Tax.
A 10% penalty will apply for all invoices unpaid after 60 days. Thereafter, continuing additional late penalty charges will be added each month, at a rate of 1% per month (calculated daily), to any outstanding invoices which still remain unpaid, until full payment is made.
Computer Technologies will pass on to the customer any legal or debt recovery charges incurred in recovering or attempting to recover payment of outstanding amounts from the customer.
Late payment of 90 days may also result in suspension of all or any services provided by Computer Technologies until such time as all outstanding charges are cleared or an alternative agreement is reached.
Performance and Responsibility
The Customer shall at all times immediately provide written notice to Computer Technologies of any changes to their environment. In the event that changes affecting the performance, utilisation and maintenance of the environment are made by the customer or, the customer’s sub-contractor or agent, then the customer shall provide complete and accurate documentation to Computer Technologies describing such changes.
The customer will ensure that their environment has effective protection against unauthorised access and data is maintained in a secure location.
The customer will ensure that unlawful material is not stored on computer equipment that may be located in Computer Technologies’s offices.
Computer Technologies shall at all times perform the services and obligations with reasonable care and skill using sufficient, suitably trained and qualified employees and/or contractors.
Computer Technologies acknowledges the confidential nature of the customer’s business and will not use, copy or disclose any confidential information other than:
a) As required by law.
b) In good faith and as is necessary to carry out its obligations.
c) Information that is in the public domain.
d) To its legal advisors if to do so is necessary or expedient in relation to any proceedings or possible proceedings.
Computer Technologies shall take all practicable steps to ensure that none of its employees, or agents or sub-contractors uses any confidential information except as authorised.
Computer Technologies shall upon request by the customer and upon termination of services return all confidential information to the customer.
Ownership of all documentation comprising, but not limited to, programs, procedures and specifications which are necessary to perform services shall remain the exclusive property of Computer Technologies at all times. The content remains confidential between Computer Technologies and the customer and may not be shared or disclosed to any third party in any form without the prior approval and written consent of Computer Technologies.
Neither Computer Technologies, nor its employees, agents nor sub-contactors shall be liable to the customer or any other person whether in contract or otherwise (and whether arising directly or indirectly) for any loss of revenue, anticipated savings or consequential loss whatsoever.
Should the limitation referred to (loss of revenue, anticipated savings or consequential loss) above not prevail for any reason whatsoever, then the liability of Computer Technologies shall never exceed the amount paid to it by the Customer in the immediate six months prior to any notice of the claim being made against Computer Technologies. Provided that this provision shall always be read subject to the obligations of the customer in relation to its Insurance policies which shall prevail.
Warranties and Parts
In the event that equipment supplied to the customer by Computer Technologies fails and is covered by a manufacturer’s warranty, then Computer Technologies will arrange for the relevant parts of the equipment to be replaced and installed under the terms and conditions of the warranty. The customer shall be required to provide proof of purchase where equipment has not been supplied by Computer Technologies and Computer Technologies shall make its reasonable endeavours to obtain the necessary parts.
Labour costs will be applied relative to the terms and conditions of the manufacturer’s warranty. If the warranty is for parts only then costs incurred in recovering the failed part and installing the replacement part including all associated fees and disbursements will be charged to the customer.
In the event that equipment fails which is not covered by a manufacturer’s warranty, then Computer Technologies may install replacement equipment and/or parts according to the customer’s instruction and the customer shall be charged as applicable.
All warranties, terms and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability), whether express or implied by statute, common law or otherwise, are hereby excluded to the extent permitted by law.
Consumer Guarantees Act
If the Customer is acquiring or holding itself out as acquiring goods or services under this Agreement for business purposes, then the Consumer Guarantees Act 1993 will not apply.
Where any dispute arises between the parties, no party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause.
The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must, within seven days’ receipt of the notice, give written notice to the first party naming its representative for the negotiations. Each representative nominated shall have authority to settle or resolve the dispute.
If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to arbitration in terms of the Arbitration Act 1996.