This Agreement sets out rights and obligations in relation to the supply of goods and services ("Products") by SecurIT Limited ("SecurIT"). Any changes must be made in writing and agreed to by an authorised representative of SecurIT.

  1. Payment for Services. A Scope of Work (SOW) describes services to be provided by SecurIT for the fees charged. In consideration for the performance of the work described in the SOW, the Customer agrees to pay SecurIT the amounts set forth in the SOW, plus any Reimbursable Expenses. Where a SOW does not exist, reasonable communications via email or letter between the Customer and SecurIT will be taken as intent to perform the services and will be deemed the SOW for the works and the Customer agrees to pay SecurIT the amounts agreed in the communications.
  2. Reimbursable Expenses. Reimbursable Expenses are all reasonable, actual travel and out-of-pocket expenses incurred by SecurIT, its employees, consultants and subcontractors in connection with the engagement. The stated estimate of Reimbursable Expenses above is provided for budgeting purposes and is only a guideline. Reimbursable Expenses will be billed at the actual amounts incurred.
  3. Payment Terms. Invoices will be issued by SecurIT at reasonable intervals, as determined by SecurIT, for work performed through the date of invoicing, at the rates as agreed. All payments made by the Customer to SecurIT must be made free of any set-off, counterclaim or any other deduction. Invoices are usually payable on receipt of Invoice, unless prior arrangement has been made for extended terms. The Customer will pay all costs and expenses incurred by SecurIT in recovering moneys due by the Customer, including legal fees (on a solicitor/client basis), collection charges and tracing agents' fees. All payments made by the Customer will be allocated, firstly, towards such costs and expenses, secondly, to interest and, thirdly, to the price for the Products or Services. SecurIT reserves the right to extend these payment terms at its own discretion.
  4. Penalty Interest. If fees or any other amounts due by the Customer to SecurIT are not paid on the due date for payment, interest will payable on the entire purchase order amount from that date at a rate of 3% compounding per month until payment is made in full. All dishonoured cheques will incur fees in addition to usual bank charges, and the Customer must pay such fees.
  5. Resource Rotation. Pricing assumes that SecurIT will have the flexibility to rotate resources assigned to provide services from time to time. Any rotating will be done with a planned overlap between resources to ensure a smooth transition.
  6. Timing Estimates. Any quotations you may have received, whether verbal or otherwise, for the number of days required to perform a task were given as a tool for budgeting purposes and are not meant to be a guarantee for the amount of time required to perform your project.
  7. Taxes. Customer shall be liable for any taxes or similar public charges arising from the performance of services, exclusive, however, of taxes based upon SecurIT's income. Any such charges shall be in addition to charges specified for services.
  8. Changes. Customer may request reasonable changes to the scope of services to be delivered. Such changes shall be agreed to in writing. SecurIT agrees to integrate agreed upon changes into the related project reasonably promptly. If such changes affect SecurIT's obligations beyond those agreed to by the parties, SecurIT and Customer shall negotiate appropriate adjustment of time required and costs. SecurIT's area of expertise is security, telecommunications and web design. To ensure Customer receives the highest level of service in that arena, it is expected that Customer will not task SecurIT resources with work outside of those fields.
  9. Delays. SecurIT will use its reasonable endeavours to deliver the Products to the Customer on the date agreed, but will not be liable for any delays in such delivery which result from matters beyond its control. The Completion Date will be approximate only and will not be deemed to be of the essence. Delay will not give the Customer a right to cancel the Agreement.
  10. Intellectual Property. The Customer acknowledges that all intellectual property rights arising out of the provision of the Products by SecurIT (including any intellectual property rights in any software written by or on behalf of SecurIT and any discoveries, inventions, patents or designs) are and will remain the property of SecurIT. The Customer agrees to do all things necessary, at SecurIT's request, to effect an unconditional and irrevocable assignment of any intellectual property rights referred to in this clause.
  11. Independent Contractor. It is the express intent of the parties that SecurIT is an independent contractor and not an employee, agent, joint venture or partner of Customer. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Customer and SecurIT. SecurIT shall have the right to determine the method, details, and means of performing services. Customer shall not direct, control or supervise SecurIT personnel. Employees of SecurIT (and any subcontractors) shall at all times during performance, remain employees of SecurIT (or the relevant subcontractor) and shall remain under SecurIT's sole control. SecurIT shall bear sole responsibility for payment of compensation and all benefits to its personnel and paying and reporting all applicable taxes in relation thereto.
  12. Warranty. SecurIT represents and warrants that each of its employees, subcontractors and agents assigned to perform any services hereunder shall have the proper skill, training and background so as to be able to perform in a competent and professional manner, with a reasonable standard of care in accordance with general industry standards, and that all work will be so performed.
  13. No Product Warranty. The scope of these terms is service delivery only. Nothing in these terms extends any warranties with regard to the products of SecurIT or those of its subcontractors.
  14. No Other Warranty. EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, SECURIT MAKES NO WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
  15. Limitation of Damages. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT OR OTHERWISE, SECURIT WILL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL, CONTRACTUAL OR EQUITABLE THEORY FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES; OR (ii) DAMAGES FOR LOST PROFITS OR LOST DATA; OR (III) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
  16. Limitation of Liability. NOTWITHSTANDING ANYTHING IN THE SOW OR THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY, SECURIT'S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS SOW OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY SECURIT UNDER THIS AGREEMENT.
  17. Confidential Information. All information provided by one party (or, in the case of SecurIT, by its subcontractors) to the other in connection with this agreement that is proprietary or confidential in nature and so marked by the disclosing party, or which the receiving party reasonably should understand is proprietary and confidential under the circumstances ("Confidential Information"), shall be treated by the receiving party as confidential, and the receiving party shall not disclose it to parties outside SecurIT or Customer or use it except as necessary in connection with performance under this Agreement. The obligation to treat information confidentially shall not apply to information which (a) was already known to the other party prior to its disclosure by a party hereto, or (b) was publicly available at the time of its disclosure, or subsequently becomes so without violation by either party or its obligations hereunder; or (c) is rightfully received by a party from a third party without obligation of confidentiality to the other party; or (d) is independently developed by the party in receipt of such information. In the event that either party is requested or required by a court, government agency or legal process to disclose any Confidential Information of the other, such party agrees to provide prompt written notice to the other party so that the other party may seek a protective order or, in its discretion, waive compliance with the provisions of this Agreement. Each party shall provide its employees, agents and advisors with access to Confidential Information of the other party only on a "need to know" basis in connection with the parties' business relationship. Each party shall take appropriate actions (by instruction, agreement or otherwise) with those employees, subcontractors, agents or advisors who are permitted access to Confidential Information of the other party to assure their compliance with the terms and conditions hereof. The parties agree that Confidential Information is valuable information, the unauthorized disclosure or use of which would cause irreparable injury for which there would be no adequate remedy at law, and that the disclosing party shall have the right to seek injunctive relief in the event of any such breach or threatened breach, in addition to any other remedy available to it.
  18. Non-Solicitation. Customer acknowledges that SecurIT provides a valuable service by identifying and assigning personnel to render services for Customer. Customer further acknowledges that Customer would receive substantial additional value, and SecurIT would be deprived of the benefits of its work force, if Customer were to directly hire SecurIT personnel or those of its subcontractors after they have been introduced to Customer by SecurIT. Accordingly, Customer agrees that while SecurIT is performing services hereunder, and for a period of one (1) year following the termination/cancellation of this Agreement, Customer will not solicit or offer employment to any SecurIT or SecurIT subcontractor employee(s) who have been engaged in any efforts hereunder.
  19. Force Majeure. SecurIT shall not be liable or deemed in default for any delay in performance under this Agreementresulting directly or indirectly from acts of God, war, insurrection, national emergency, fires, strikes, labour disputes, 3rd parties or any other cause beyond the reasonable control of SecurIT.
  20. Term, Termination and Survival. This Agreement shall be effective as of the Effective Date, and shall be remain in force until five (5) days from the Effective Date. Either party may terminate this Agreement at any time by giving the other party prior written notice. Sections 11 through 16, 18 and 20 will survive any expiration or termination of this Agreement. SecurIT may terminate the Agreement and/or recover Products for which SecurIT has not been paid in full (and all sums outstanding shall become immediately due and payable) in these circumstances:
    1. The Customer does not pay the price within 14 days of invoice; or
    2. The Customer breaches this agreement; or
    3. The Customer becomes insolvent, or is likely to become insolvent; or
    4. The Customer has a receiver, manager and receiver, liquidator or a statutory manager appointed over any of its assets, or in the case of a company, a resolution to voluntarily liquidate the company is proposed, passed, presented or filed,

    And in such circumstances SecurIT may without prejudice to any of its rights or remedies under this Agreement or otherwise:
    1. Suspend further deliveries and require payment in advance for all such deliveries;
    2. Terminate all or any purchase orders for Products which have been accepted by SecurIT;
    3. Claim immediate payment of all moneys due by the Customer in respect of all Products which will then be immediately due and payable notwithstanding the due date or dates for payment or any terms agreed by SecurIT; and/or
    4. Continue to enforce its rights and recover from the Customer such payments and any other amounts owing as and when they fall due.
  21. Miscellaneous. This Agreement (inclusive of these terms and conditions) constitutes the entire agreement between SecurIT and Customer with respect to the furnishing of services described herein. No waiver of any term in these terms and conditions shall be effective unless in writing, nor shall any single waiver constitute a waiver of the entire document. The rights of SecurIT and obligations of Customer under this Agreement shall inure to the benefit of each party's successors and assignees. Customer may not assign or transfer this Agreement without the prior written consent of SecurIT. The provisions of this Agreement are severable.
  22. General. All notices must be in writing and sent by registered mail, courier or transmitted by facsimile to the address or facsimile number of the respective parties. No leniency, indulgence or extension of time granted by SecurIT to the Customer will prejudice any of SecurIT's rights in any way or constitute a waiver of any of SecurIT's rights. If any of this Agreement is for any reason declared or become unenforceable, invalid or illegal, the remaining terms will remain in full force and effect. The laws of New Zealand govern this Agreement and the parties agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.
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