Unless agreed, these terms & conditions apply and form the basis for our engagement agreement with all clients.
What You Agree To Do
You agree to co-operate with us and provide us with all reasonable and necessary assistance so that we can provide the services to you. This includes providing us with timely and reasonable access as appropriate to your premises, facilities, information and representatives.
You will provide a valid purchase order for the services to be provided in accordance with your procurement policies.
Unless agreed, payment is due 7 days after invoice. Invoices are provided at the end of each month.
Term of Engagement
The engagement commences on [DATE] and ends on [DATE].
It is recognised that intellectual property (“IP”) can come about in a number of ways and each will be treated differently.
Existing Client IP – Is the property of and all rights are retained by you as the client. Unless specifically agreed no rights transfer to All Green Lights through this engagement.
Existing All Green Lights IP – Is the property of and will be retained by All Green Lights. Unless specifically agreed no rights transfer to you. This includes all logo’s, trademarks, copy right materials, processes and procedures used for the delivery of the services.
Existing third party IP – Is the property of and all rights are retained by the third party. When a licence is required we both warrant that we have obtained all necessary licences required prior to use during the engagement.
IP created as part of the assignment – where this is an output (such as a report) of the services, the output will be the property of you as the client, but where it relates to a process or procedure developed by our employees to deliver the contracted services the IP rights will be retained by All Green Lights.
Responsibility for Decisions
You remain responsible for decisions resulting from the information provided. You will be in possession of information that is not available to our staff in a limited engagement. Where appropriate you should also seek additional legal & other expert advice .
All Green Lights will advise on content & options but is not responsible for areas outside our knowledge or where you take a different approach than recommended.
All Green Lights and its staff agree to maintain the confidentiality of all information unless it is publicly available or it is information required to be disclosed by law or by mutual agreement.
As part of this assignment you acknowledge that some confidential information may be disclosed for the purposes of our peer review processes. We will also require, as part of our agreement with the peer reviewer, for maintenance of confidentiality.
Where there is doubt, All Green Lights will seek advice from you prior to making any disclosure.
Both of us agree to maintain the commercial confidentiality of our engagement and the terms contained within our agreement.
About All Green Lights Limited
All Green Lights Limited is a limited liability private company, registered in New Zealand under the Companies Act 1993.
Limitation of Liability
Where permitted by law, our liability for damages, costs, expenses or other legally payable amounts for losses caused or arising from the provision of the services shall be limited to and not exceed the amount of fees paid in aggregate in relation to the services.
We will only be liable to you for that proportion of the legally payable amounts that we have caused or to which we have contributed. We are not responsible for loss of profits or consequential or exemplary losses suffered or incurred by you.
We are not responsible to you or anyone else for any failure in providing the services caused by an unexpected delay. We will inform you at the earliest opportunity and agree with you a way to minimise any disruption.
Dispute and claims
We agree that we will use all reasonable means to resolve any dispute between us. Any formal claim will be advised by 15 working days written notice in advance to enable the other party to address the matter.
We are engaged as an independent contractor. Neither of us is an agent or representative of or has the ability to bind the other.
Either of may terminate this agreement with 10 days written notice. Where costs have been incurred up by us to that date we will be entitled to bill those costs.
Conflicts of Interest
We have relationships with other clients, either directly or via our associate network. While unlikely for this engagement, you acknowledge that a conflict of interest is possible and confirm that it you wish to continue with the engagement.
This agreement is the entire agreement between us and supersedes all prior communication, negotiations, arrangements and agreements, either oral or written between us. Any amendments must be agreed in writing.
If any terms of this agreement are not legally enforceable, then that term, or the relevant part of it, will be ignored, but in all other respects this agreement will have full affect.
A waiver by one of us of a breach or term of this agreement does not operate as a waiver of another term or beach.
This agreement is governed by the laws of New Zealand and each of us irrevocably submits to the exclusive jurisdiction of the courts of New Zealand.