Terms of Reference
With the booking of consulting time based on a Statement of Work (SoW) the Client accepts the terms as following:
Terms of reference
This document sets out the agreement between the Client and Straub Consulting Ltd trading as SEBDATA in New Zealand, (the “Consultant”) for the provision of consultancy services.
The Client wishes to receive consulting for one or more, but not limited to, of the following services:
– Software integration, customisation and training
– Hardware set up, installation or fit outs
– Compliance with regulatory bodies
– Any other consulting service related to IT and software in the Clients business
Term and Termination
This Agreement will commence and is considered accepted with the booking of the first consulting session. Either Party may terminate this Agreement or any SOW, or any part of SOW by giving 1 month written notice
The Services will be described in detail in the Statement of Work (SOW). The Consultant will provide suitably qualified and experienced resource (the “Consultant”) with the skills, qualifications and experience to perform the Services.
Statement of Work (SOW)
the Client and the Consultant may from time to time agree on a SOW for the performance of certain services. On its execution each SOW will be deemed in incorporate and be governed by the terms set out in the body of this Agreement Each SOW must set out the following:
– A description of the relevant services, including deliverables and outcomes.
– Pricing information.
– the Client and the Consultant Key Contacts for that SOW
– Anything else that the Client may require.
Each SOW is confirmed as accepted upon booking of the first consulting session related to the SOW by both parties.
The Client’s Manager
The Consultant will report to the Client’s key contact as set out in the SOW.
The Client Resources
the Client will provide the following resources:
A designated, quiet workplace (desk) that allows for focused working at the place of work as outlined in the SOW
A car park available free of charge at the place of work as outlined in the SOW
Other resources as outlined in the SOW
Fees and Payment
The Consultant will invoice the Client fortnightly in relation to the Services performed during the preceding fortnight. The invoice will include details of the hours worked and tax invoices for reimbursable expenses. To the extent that the supply of the Services is a “taxable supply”, the invoice must be a “tax invoice” as defined in the GST Act. the Client will pay the Consultant’s true and correct invoices within 3 days of the Client’s receipt of the invoice. Interest is charged to past-due accounts at a rate of [the NZ Official Cash Rate at invoice date plus 10%] per annum.
Access and Security
The Consultant shall take steps to protect the Client’s information and materials in the Consultant’s custody from unauthorised access, disclosure to or use by a third party, or misuse, damage or destruction by any person.
The Consultant agrees to:
store and maintain in duplicate a master copy of project documentation and unencrypted source code for software at a secure location acceptable to the Client; at any time provide the Client with one complete copy of project documentation or unencrypted source code upon request; protect itself against viruses, worms and other malicious programs, files or other software devices.
Indemnity and Liability
The Client indemnifies the Consultant (including its officers, employees and agents) for damage, loss or cost suffered or incurred by the Consultant, arising directly or indirectly in connection with any breach of this Agreement, by the Client or through the negligent, fraudulent or wrongful act or omission of the Client’s employees, agents, contractors and representatives.
Duties upon Termination/Expiry
On the expiration or termination of this agreement, the Consultant must ensure that: at the Client’s request, all data, documents, records or papers in the Consultant’s possession or under the Consultant’s control which relate in any way to the Services or to the Client business are promptly returned to the Client; and all equipment or other property belonging to the Client is returned in a satisfactory condition.
Limitation of liability
Neither party will be liable to the other under the law of contract, tort, equity or otherwise for any indirect damages (meaning damages not arising in the ordinary course as a direct, natural or probable consequence of the act or omission complained of) arising out of or in connection with this Agreement. Each party’s liability to the other for damages, under the law of contract, tort, equity or otherwise, arising out of or in connection with this Agreement will be limited in aggregate to the amounts paid or payable by the Client under this agreement, provided that neither party’s liability will be limited under this clause in the case of: intentional wrong or fraud; unauthorised use of the other party’s intellectual property or confidential information.
During the term of employment, and for a period of one (1) year immediately thereafter, the client agrees not to solicit any employee or independent contractor of the consultant on behalf of any other business enterprise, nor shall the client induce any employee or independent contractor associated with the consultant to terminate or breach an employment, contractual or other relationship with the consultant. The client agrees to pay a penalty of three times the value of the SoW if in breach of solicitation.
Business Travel includes all travel to sites outside the Auckland region. Business travel will be planned and is subject to agreement of both parties. All agreed business travel outside the Auckland region is charged to the client with the next invoice after the travel event.
Unless otherwise agreed, anything the consultant invents, develops, creates or makes as part of their job or during the engagement is the intellectual property of the consultant.
This may include but is not limited to:
trade marks — signs (including brand names), slogans and logos
patents — inventions, including new products or processes, and how something is made
designs — product appearance
applications — software, applications, functions, code, solutions
copyright — original works, including written material, drawings, film and sound recordings.