Amended - July 2019

 

  1. TERMS OF BUSINESS
    1. These terms and conditions apply whenever Queenstown Tech (“we”, “us” and “our”) provide the Services to the Client (“you” “your”).
    2. “Goods” shall have the same meaning as in section 2 of the Sale of Goods Act 1908 and are goods supplied by Queenstown Tech to the Client (and where the context so permits shall include any supply of Services as hereinafter defined).
    3. “Services” shall mean all services supplied by Queenstown Tech to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
    4. “Agreement” shall mean any request for Goods or Service by you that we agree to provide, or any suggestion(s) for Goods or Service by us, that you agree to have provided to you.
  2. OUR GENERAL STANDARDS
    1. We want to make it easy for you to do business with us. We are committed to:
    2. Providing a high level of responsive service to you.
    3. Putting you in touch with the right person to answer your enquiries.
    4. Responding to your needs quickly and efficiently.
    5. Please tell us if you have any complaints about our Services. Our aim is to resolve any complaints as soon as possible.
  3. OUR RESPONSIBILITIES TO YOU
    1. Whenever we provide the Services to you, we will:
    2. Provide the Services with a level of efficiency, quality, care and skill expected of a provider who meets or exceeds all generally acknowledged good practice standards in our industry internationally at the time of supply (“Good Industry Practice”).
    3. Make sure the Services we provide are performed in the manner we have stated (which has been previously agreed with you) or as you have asked us to perform (and which has been agreed to by us).
    4. Provide the Services within an agreed time period, or if no time period is agreed, within a reasonable time frame.
    5. Endeavour to provide a professional, responsive service and act on your behalf when dealing with other IT vendors and suppliers, as and when required by you, to the best of our abilities.
    6. Manage any problem caused by us and use reasonable endeavours to ensure that the appropriate parties who provide us services rectify that problem.  If the party is not performing, we will endeavour to find someone else who can provide a better service.
    7. Answer any questions you may have in relation to the provisioning of the Services or your future requirements relating to the Services. If these are outside of our expertise we will find someone who can advise you.
    8. Ensure that you are paying competitive market rates for all of your Services and, if appropriate, equipment by using our knowledge and industry position.
  4. YOUR RESPONSIBILITIES TO US
    1. Wherever we provide the Services for you, it is your responsibility to:
    2. Notify us when a new user requires access to the Services.
    3. Use the Services only for their purpose and in accordance with the terms of this Agreement and follow all reasonable directions we provide about the use of our Services.
    4. Make sure all information you provide us is correct and complete at the time it was given and for the purpose it was given.
    5. Inform us if you have any queries regarding our Services or products and contact us if there are any problems regarding the Services so the issue can be discussed and rectified.
    6. Pay all of our valid tax invoices within the required time frame subject to and in accordance with this Agreement.
    7. Allow us to act on your behalf when required and as directed by you when dealing with other IT vendors and suppliers.
  5. COMMERCIAL CONFIDENTIALITY
    1. Queenstown Tech will keep confidential any files and data stored by it on your behalf in accordance with Good Industry Practice.  All staff sign a confidentiality clause as part of their employment contract.
    2. Queenstown Tech is held in a position of trust by our clients.  As part of the work we are asked to perform we often require administrative access to devices and/or accounts where confidential and private information is kept.  Our clients expect a level of professionalism from Queenstown Tech that would preclude us from viewing confidential files when not required to do so to perform our duties.  Our staff understand this expectation and adhere to it.
    3. We will only release information regarding your business to other parties when it specifically relates to a Service you have asked us to provide or as required by law.  We will always obtain your consent to any such releases.
    4. You agree to keep confidential any information relating to Queenstown Tech or which Queenstown Tech provides to you that could reasonably be expected to be kept confidential.
  6. SECURITY
    1. While we use reasonable commercial endeavours to ensure the security of your data, we do not guarantee that all unauthorised access will be prevented. Queenstown Tech confirms that:
    2. Queenstown Tech’s own firewalls run in a configuration which only allows business traffic inbound and outbound (this is the standard which we also apply to our client’s firewalls). It requires administrator access to the firewall to make any changes to the configuration, and these details are only known to staff with sufficient clearance.
    3. Our firewall is patched regularly when security updates are issued by the vendor.  Queenstown Tech is not obliged (under this Agreement) to install all security updates issued by a vendor.
    4. All Queenstown Tech computers and devices run anti-virus software which is updated from a central server as updates are issued by the vendor. Real-time scanning for viruses and malware occurs by default. Internal anti-virus status and alerts are monitored daily.
    5. All Queenstown Tech computers and devices are updated with security patches from a central server as updates are issued by the vendor and checked by our security team. Internal security patch status and alerts are monitored daily.
  7. INFORMATION AND DATA
    1. We may collect data and information provided to us through your use of the Services, including such information as relates to user activity, to enable your use of the Services or otherwise improve the Services or user experience.  You will ensure that your users are aware of such collection, the purpose of the collection, that we hold that information, and where the information is the personal information of that user that they have the right to access and request correction of it under the Privacy Act 1993.  We will comply with the Privacy Act in relation to any data and information that is subject to that Act.
  8. DURATION AND TERMINATION OF THIS AGREEMENT
    1. The Agreement will continue for the Term, subject to early termination under this clause.
    2. You may terminate this Agreement if we commit a material breach of any of our obligations under this Agreement and we have failed to remedy that material breach within 15 business days, or such longer time as agreed with you, from the date of your notice notifying us of the breach.
    3. We may terminate this Agreement if you commit a breach of your payment obligations under clause 16, or there is a material breach of any of your other obligations under this Agreement and, in either case you have failed to remedy that breach within 15 business days, or such longer time as agreed with us, from the date of our notice notifying you of the breach.
    4. We may terminate this Agreement (with immediate effect) if we consider (acting reasonably) that the relationship between the parties has become such that the parties are no longer able to work together in a commercially reasonable manner or that the continuation of the relationship between the parties would affect our ability to perform the Services in accordance with this Agreement.
    5. Each of us may also terminate this Agreement if the other becomes insolvent or unable to pay its debts as they fall due.
    6. If there is a dispute regarding the duration and termination of this Agreement then this will be resolved by each party’s CEO or nominated representative. If a resolution cannot be agreed upon then mediation as set out under clause 19 can be sought.
    7. All outstanding amounts become immediately due upon termination of this Agreement.
    8. Termination or expiration of this Agreement shall not:
    9. relieve either party from any right, liability or claim that has accrued before the date of termination; or
    10. affect the provisions of this Agreement which expressly, or by their nature survive termination or expiry.
  9. HANDOVER
    1. Upon termination or expiration of this Agreement, Queenstown Tech agrees to deliver all client data as it relates to the Agreement to you in the format reasonably required by you.
    2. Prior to the termination or expiry of this Agreement you may request, and we may agree, that we also provide further services from the date of termination or expiry to assist your transition to a new service provider. Such handover services shall not exceed a six month period.  You may also request us to provide the Services as required while the handover services are being undertaken. We may refuse to provide any handover services or Services during that period if you have any unpaid invoices.
    3. If we undertake such services then those services shall be charged at our standard hourly rate for customers generally, together with any costs or expenses incurred by us in the provision of those services.
  10. ASSIGNMENT AND THIRD PARTY CONTRACTING
    1. If required, and with your consent, we may assign or otherwise have third parties contracted to provide the Services under this Agreement.
  11. ESTIMATES
    1. Additional services or projects may be requested under this Agreement.  We may provide quotations, scopes, estimates or other documentation in relation to such requests.
    2. Subject to external factors such as exchange rate fluctuations, product deletions and stock availability, it is our intention that all quotations, scopes, estimates and relevant documentation will remain valid for 15 business days.  When an estimate, quotation, scope, or order is accepted by you in writing, it will become binding.
    3. If we undertake at your request, additional services that are not subject to any stated or agreed pricing, then those services shall be at charges based upon our normal charges for the provision of those additional services, together with additional costs or expenses incurred by us in the provision of those additional services. 
  12. FORCE MAJEURE
    1. We are not liable for failure to perform our obligations if such failure is caused by conditions beyond our control, including but not limited to acts of God (including fire, flood, earthquake, storm, hurricane or other natural disaster), wars, insurrections and/or any other cause beyond our reasonable control, including for interruption or failure of electricity or communication services.
    2. You are not entitled to terminate our services in such circumstances.
  13. WARRANTIES
    1. We warrant that we will use professional skill and care in providing Goods and Services.
    2. New Goods are covered with a return to base parts and labour warranty for a period of 12 months from the date of invoice (hardware only). Software and consumable goods are not covered by any warranty.
    3. Although every care is taken to ensure that all second-hand goods supplied by Queenstown Tech are of merchantable quality, no warranty is expressed or implied unless otherwise stated.
    4. No warranty is given for the Goods where any failure or defect results from:
    5. Improper storage or handling of the Goods by you, your employees, agents or customers;
    6. Use, installation, modification or alteration (including repair) of the Goods other than as recommended or authorised by the manufacturer or us;
    7. Fair wear and tear on the Goods;
    8. Failure to maintain the Goods in accordance with any care or maintenance instructions provided by us or the manufacturer;
    9. Any other matter or event specified in relation to specific Goods as invalidating or being excluded from any warranty.
    10. The sole remedy in relation to the breach of any warranty under this agreement or at law, in relation to any:
    11. Service, will be for us to re-perform such services to the required standard; or
    12. Goods, will be for us to repair or replace such product, at our option, provided that if neither option is available to us (as determined solely by us) we may refund the price paid for those Goods.
    13. We have no obligation to install, customise or provide any other Service in relation to any products repaired or replaced due to a breach of any product warranty.
    14. You acknowledge that if the Services or Goods are supplied for business purposes the guarantees provided under the Consumer Guarantees Act 1993 does not apply.
    15. Any warranty will be void if Goods or labels have been tampered with. Any warranty does not cover any damage to other equipment used in conjunction with these Goods or loss of data whilst using the Goods.
  14. LIABILITY
    1. Notwithstanding any other term of this Agreement:
    2. Our liability to you in respect of all claims arising under or in connection with this Agreement (including directly or indirectly from any breach by us of this Agreement or from any negligence or other act or omission of us or any of our employees, officers, contractors or agents) shall be limited to a maximum aggregate amount equal to the total fees paid by you for the affected Services for the most recent calendar month prior to the claim being notified. Without limiting the application of this clause, it is acknowledged and agreed by you that a claim may only be made if there have been two or more Priority One outages (being outages that have a critical business impact on your business) within the same 30 day period which have not been resolved within a 4 hour period from when they are first notified.
    3. We shall not be liable to you for any loss of profits or any consequential, indirect or special loss or damages suffered by you, arising directly or indirectly from any breach by us of this Agreement or from any other negligent or other act or omission of us or any of our employees, officers, contractors or agents.
    4. We are not responsible for your data and shall not be held liable for any loss of data from any and all causes or in any way related to or resulting from the repair or service of computer hardware, software or other equipment .  It is your responsibility to back up your data prior to engaging our services.
  15. OUR FEES - Please refer to this breakdown of our fees if you require further details regarding what we do and don’t charge for: www.qttech.nz/services/fees
    1. Subject to the terms of this Agreement, you will pay us the amounts for the Services as set out below.  All prices include GST:
    2. We charge $130 per hour and charge in 5 minute increments, rounded up.
    3. The minimum fee for remote, phone, or email support is $32.50 (15 minutes).
    4. The minimum charge for a Call Out is $130 (1 hour), regardless of actual time spent at the job
    5. The period for each Call Out starts from when we leave our office until we arrive back.  “Call Out” means a single on-site visit made by us for the purpose of providing Goods and/or Services.
    6. Any additional travel costs (parking etc.) will be charged on top of the call out fee.
    7. Our normal business hours are 8am to 5pm, Monday to Friday.  Any work done outside of these hours will be charged at time and a half, unless otherwise agreed.
    8. Invoices shall be sent at our discretion, on completion of the requested Service, delivery/collection of the goods, or on our regular weekly and monthly invoicing days, unless milestones have otherwise been agreed.  
    9. Payment of the invoiced amount is due within 7 days from the day the invoice is sent.  
    10. Penalty interest for late payment of invoices shall accrue daily from the date when payment becomes due until the date of payment at a rate of 2.5% compounding per calendar month and shall accrue at such a rate after as well as before any judgment.
    11. If there is a dispute in relation to all or any portion of any of our invoices, you may only withhold payment of the disputed amount. You should advise us of the dispute and pay to us the undisputed amount when it becomes due and payable.
    12. In the event of default by you in paying for the services and/or goods provided, the amount outstanding may be passed on to a debt collection agency for recovery. You indemnify us against all costs (including legal costs on a solicitor-client basis), losses and expenses incurred by us in recovering or attempting to recover any unpaid monies.  Our debt collection provider - BayCorp - will on-charge these costs on top of the original debt as part of their recovery process.
  16. OUR RIGHT TO SUSPEND SERVICES
    1. We reserve the right to stop all work without notice until the account, and any late fees and other costs payable by you are paid.
  17. PROJECTS
    1. You may request us to undertake any project with your organisation.
    2. Before we commence any project we will either create a design document or provide you with a written estimate.  These documents will provide the technical and logistical details for your project and set out the basis on which you will be charged.  We may agree specific project charges for the project with you. We will work in accordance with these documents once you have agreed to them in writing.  You must comply with any of your obligations under those documents.
    3. If we undertake at your request, services that are not included in the applicable design document or estimate, then those services shall be charged in addition to any written estimate or agreed project charges, with the charges based upon our normal charges for the provision of those services, together with additional costs or expenses incurred by us in the provision of those services.
    4. We may revise the charges for any project if any unforeseen event occurs to take into account the consequences of that event for the project.
    5. We will bill you in stages throughout a project or as otherwise agreed. Payment is due at the completion of each stage. If payment is not received at the completion of a stage subject to and in accordance with this Agreement, we will reserve the right to suspend that project until payment is received, provided we have given you not less than five days prior written notice of our intention to suspend the project.
    6. Stages are normally specified in our written estimate. If stages have not been specified we will bill you either monthly or at the completion of the project (as agreed or otherwise specified in the relevant schedule).
  18. HEALTH AND SAFETY
    1. You confirm you have and will maintain effective policies and procedures in place to ensure compliance with the Health and Safety at Work Act 2015.
    2. When we are on your premises, you must provide to us all information regarding your health and safety practices relevant to us being on site and otherwise consult, cooperate and coordinate with us in relation to health and safety matters.
  19. DISPUTES
    1. If any dispute arises as to the interpretation of this Agreement or any matter arising out of or in connection with this Agreement (“Dispute”) then either party shall by notice in writing served on the other party inform the other party of the details of the Dispute.  Both parties undertake to use their reasonable endeavours to resolve the Dispute.
    2. If a Dispute is not resolved by agreement within 20 Business Days of notification, either party may refer the Dispute to mediation.
    3. Upon a Dispute being referred to mediation, the parties will agree on a suitable person to act as mediator.  If the parties fail to agree on the identity of the mediator within 10 Business Days of the Dispute being referred to mediation, the mediator will be appointed by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc, upon the application of any party.
    4. The mediation will be conducted in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc in force at the time the Dispute is referred to mediation.
    5. If the Dispute is not resolved by mediation in accordance with the above provisions, the dispute resolution procedure will terminate and each of the parties will be entitled to pursue such legal remedies as it thinks fit.
    6. Nothing in this Agreement precludes a party from seeking urgent equitable relief from the Courts, or from seeking any summary judgement or undertaking any enforcement processes in the Courts in respect of undisputed matters.
  20. VARIATIONS
    1. These terms and conditions are subject to change if/when we see fit.  If we change any aspect of these terms and conditions, we will notify all clients from whom we have received payment in the 12 months prior to the change.  Beyond that it is your responsibility to check the amendment date on these terms and conditions and read through if they have changed since you last read them.
  21. GOVERNING LAW
    1. This Agreement is to be governed by, and construed in accordance with, the laws of New Zealand and each party agrees to submit to the non-exclusive jurisdiction of the Courts of New Zealand.