1.0 For Routine Work on a Time Basis
All services will be charged at a minimum half-hourly rate for all work, whether on-site or off-site. Time spent travelling (up to a maximum of 10 hours in any 24-hour period) is charged at the standard rate, irrespective of where the work is done.
2.0 For Work Undertaken on a Quotation Basis
Defined Hardware, Software, and Services are provided at the quoted price, and unless otherwise stated, the quoted price will not include additional or unforeseen expenses incurred in completing the defined services.
3.0 Services Provided
Expert IT Group Ltd 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 IT Group 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 IT Group is appointed is acting as agent for the Principal, the party by whom Expert IT Group is appointed shall be responsible for payment of all fees and job costs and undertakes to indemnify Expert IT Group for any unpaid fees or job costs. This document sets out the trade terms and conditions for a contract between Expert IT Group Limited and the Client for sales and services provided on either a time-spent or quoted-price basis.
5.0 Fees and Job Costs
5.1 Expert IT Group 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 the 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 the invoice.
5.4 The Client shall pay Expert IT Group 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.
5.5 Where payment is not made before the due date, Expert IT Group Limited has the right to suspend services with a minimum 3-day notice period.
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 IT Group, unless otherwise agreed and documented. The clients shall be licensed, on payment of all fees and other job costs due to Expert IT Group, to use the software and documents in the works only for the specific purpose for which they were intended. This Document details the terms and conditions for a contract between Expert IT Group and the Client for routine sales and services, normally provided either on a time basis or at a quoted price.
6.2 Expert IT Group incorporates its own design concepts, program techniques, development libraries and standards internally within the programs. Expert IT Group 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 IT Group’s duties and responsibilities. What is not Confidential Information? in a manner inconsistent with the terms of this agreement.
7.0 Limitation of Liability
7.1 Expert IT Group 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, nor for any indirect or consequential loss of whatever nature.
7.2 The expression “Expert IT Group” shall include all employees of the Expert IT Group; and the expression “sub-consultant” shall include all parties engaged by Expert IT Group 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 disclosing it to us on the basis that we keep it secret from ourselves and from 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 databases, 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 can we 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, competing against you, or giving someone else a competitive advantage or a 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 upon request), we will return or destroy all confidential information supplied to us.
10.2 Head-hunting of personnel
We both agree that we will not engage in any negotiations to entice or headhunt any employee of either party for the duration of this agreement and for an additional 12 months following its termination.
11.0 Postponement of services and termination of Engagement
Any agreement between Expert IT Group and the client may be postponed or terminated by either party upon reasonable written notice.
11.1 Upon receipt of such notice from the Client, Expert IT Group shall take immediate steps to bring the services to a close and to reduce expenditure to a minimum.
11.2 Upon postponement of the services or termination of the engagement, Expert IT Group 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 costs incidental to the orderly termination of the services.
12.0 Settlement of Disputes
In the event of any dispute between Expert IT Group and the Client, the matter shall be referred to the sole arbitrator appointed by the parties for a final decision. If the parties fail to agree, within one month of one party giving written notice to the other of a dispute to be referred to arbitration, either party may request that the President of the New Zealand Computer Society 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 IT Group to the Client have been acquired by the Client for the purposes of resale 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 that 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.
14.0 Warranty
14.1 For goods or services not manufactured or supplied by Expert IT Group, the warranty shall be the current warranty provided by the manufacturer or original supplier of the Goods. Expert IT Group shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the manufacturer’s or supplier’s warranty.
15.0 General
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 any change to such terms and conditions, that change will take effect on the date the seller notifies the Client of the 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.