Terms of Trade

1. Between System 7 and The Client ('the Client').
2. System 7 will provide services to the Client's. System 7 and the Client have agreed that System 7 will provide the services as described in Solution Pricing Summary. System 7 may also provide goods (as a reseller) and other services to the Client pursuant to and according to the terms of this Agreement and of any purchase order issued by the Client to System 7 from time to time.
3. Contract Price for the Services, goods and other services ordered under the Agreement:
   1. The client will pay all costs plus GST for the Services Provided by System 7.
   2. The payment terms are set out in the agreement.
   3. Time for out of scope, but project related work will be charged at the rate setout in the agreement plus disbursement's.
4. All sums stated exclude GST. GST will be recovered as an additional charge where applicable. Full payment of all undisputed invoices presented by System 7, will be made by the Client within twenty (20) days of the date the Client receives the invoice documentation. Invoices will be sent electronically (.pdf format) to an email account nominated by the Client. Any disputed amounts will be notified by the Client to System 7 within twenty (20) days of the date the Client receives the relevant invoice and will then be dealt with by the parties in accordance with clause 8.
5. A default interest rate of 5% over the prevailing Bank of New Zealand commercial overdraft lending rate will apply to undisputed payments not made within twenty (20) days of the date the Client receives the invoice documentation. In the event of default in payment of any undisputed invoiced sums, the Client will pay all collection and legal costs (including solicitors' fees, GST, Baycorp and disbursements) incurred by System 7 in relation to any attempt by System 7 to recover or enforce payment.
6. This Agreement will be effective from the earlier of the date the Client first purchases goods/services from System 7 and the commencement date of the Services by System 7.
7. System 7 will use all reasonable skill and care in providing goods and services (including the Services) under this Agreement. Further, System 7 warrants that the Employees have the requisite qualifications, skills and competencies required to provide the Services in accordance with this Agreement.
   1. System 7 will comply with, and will ensure the Employees, its agents, employees and contractors comply with, all rules, regulations and policies applicable to the Premises (and any other premises visited by System 7, its agents, employees and contractors to enable it to provide goods and services pursuant to this Agreement) as notified by the Client to System 7 from time to time. System 7 will ensure that the Employees, its agents, employees and contractors shall only access the Premises (and any other premises visited by System 7, its agents, employees and contractors to enable it to provide goods and services pursuant to this Agreement) and the Client's systems to the extent authorised by the Client. System 7 shall be liable to the Client for any acts and/or omissions of the Employees, its agents, employees and contractors causing any loss or damage to the Client.
   2. The Client agrees that System 7 can make no warranties, or carry any liability that exceeds that specified in the terms of supply issued by the manufacturer/licensor to System 7 in relation to goods comprising hardware or software), save and except where the goods are faulty due to any act or omission of System 7, the Employees, its agents, employees and contractors. .
   3. The Client acknowledges that System 7 will have no liability whatsoever for any loss of profits or any indirect or consequential loss or damage of any kind arising out of or in connection with the provision of the goods or services (including the Services) pursuant to this Agreement.
8. Should any dispute or difference arise, the parties will attempt to resolve it by amicable and bona fide negotiation or by utilising appropriate Alternative Dispute Resolution (ADR) techniques. Should that not result in resolution within one month of the date the relevant matter is first raised the dispute shall be referred to arbitration.
9. System 7 will assist the Client in any claims under warranty for repair/replacement of any goods made by the Client against the manufacturer of such goods where those goods have been sold by System 7 to the Client pursuant to this Agreement, during the respective goods' warranty period.
10. Clear title to any and all goods supplied pursuant to this Agreement and intended to remain with the Client will pass to the Client on payment for such goods by the Client.
11. Every risk to any and all goods supplied pursuant to this Agreement remains with System 7 until completion of delivery and acceptance, except when such goods are within the Client's control. System 7's representatives and anything involved in delivery are provided at System 7's risk and cost.
12. Each party agrees that title to and all intellectual property rights in respect of any documentation standards, contracts, and business systems or other intellectual property belonging to the other party prior to the effective date of this Agreement, shall remain the property of that party. System 7 agrees to indemnify the Client for and against any third party claims made against the Client under or in connection with this Agreement for breach of third party intellectual property rights.
13. The Client agrees, whether in the Clients personal capacity, or through the indirect capacity of an employee, agent or partner of any other person or company representing the Client, that the Client is prohibited from, and will not approach any of System 7 Ltd's staff, or contractors, for, direct or indirect engagements of work, and that all requests for work involving  System 7 Ltd's staff or contractors will be made through System 7.
14. The Client accepts that being in breach of clause 13 is a serious breach of good faith, and a breach of New Zealand Privacy Act 1993, and accepts that System 7 can seek damages against the Client, for loss of investment and loss of earnings potential.
15. System 7 retains sole ownership of the IP of the solution and the source codes.  System 7 grants the Client a single transferable licence in perpetuity for the source codes developed.  The client may update and change the software as required, but may not distribute or on sell the software or source codes.
16. The Client or System 7 may terminate this Agreement by giving at least seven (7) days' prior notice in writing, or such other period as may be agreed between the Client and System 7. Upon receipt of such notice System 7 shall make arrangements to terminate all services and minimise further expenditure. The Client shall immediately pay all undisputed amounts owing to System 7, and all consultants, contractor and suppliers System 7 has engaged on the Clients behalf, and with the Client's prior consent.
17. A party is not liable for any failure or delay in performing an obligation if it is due to a cause reasonably beyond the control of that party and that party has used its best endeavours to perform on time despite the cause.
18. Neither party may assign, nor otherwise deal with its rights or obligations under this Agreement, without the prior consent of the other party, such consent not to be unreasonable withheld or delayed.
19. System 7 reserves the right to update the terms and conditions of this agreement with one months notice in writing to the Client to do so.
20. This document along with the confidentiality agreement to be signed by the parties simultaneously records the entire agreement and prevails over any earlier agreement, concerning its subject. Each variation to this Agreement must be in writing, signed by the contract authorities of the parties and attached to this document.
21. Disbursements additional at cost on completion.
22. Client understands that authors alterations to the brief or approved work, will be passed on as an hourly charge plus costs. Errors & omissions excepted.
23. On signing of this agreement, System 7 will schedule resources for the preparation of this project.  If the client chooses to terminate this agreement, a termination fee of 50% of the total value of the project, may be charged, at the sole discretion of System 7, to cover any or all costs associated with resourcing.
24. System 7 provides a warranty period of three (3) months from system Go Live.  Any issues identified during this period will be resolved free of change.  After the warranty period any issues will be charged at standard support rates.
25. This Agreement shall be governed by the laws of New Zealand