“Agreement” means the agreement constituted by the Schedule of Services and these terms and conditions, (subject only to any variation effected in accordance with these terms).
“Customer” means the person, firm, or company specified as the Customer in the Schedule of Services.
“Services” means the AI and online services offered by NZ AI Online as specified in the Schedule of Services.
Other capitalised terms will have the meanings ascribed to them in the Schedule of Services.
An email or email exchange (as applicable) will suffice for anything which needs to be given or agreed in writing under this Agreement.
NZ AI Online will provide the Services specified in the Schedule of Services and use best endeavours to provide those Services in accordance with the specified details and in line with NZ AI Online’s standard practices.
Subject to the early termination rights, this Agreement shall continue in force for the Minimum Term and thereafter until terminated by either party giving one month’s notice in writing to the other party.
NZ AI Online shall issue a monthly invoice to the Customer for Services rendered that month, and the Customer shall pay each invoice by the 20th day of the month following the invoice date. All fees are exclusive of GST, and no GST will be charged as NZ AI Online is not GST registered. If any invoice is not paid on time and in full, NZ AI Online may charge penalty interest at 2% per month on the overdue amount (compounded monthly) plus any debt recovery costs.
The parties acknowledge that NZ AI Online’s costs may be affected by changes in labour or operational costs. Accordingly, NZ AI Online may increase fees annually with prior written notice:
After the Minimum Term, NZ AI Online may increase fees generally by giving one month’s prior written notice.
NZ AI Online will not be liable for any consequential, indirect, or special loss or damage arising from the provision of Services. NZ AI Online shall not be liable for any failure or delay in performance caused by events beyond its reasonable control, including but not limited to technical failures, internet outages, cyber-attacks, natural disasters, strikes, government restrictions, or any other force majeure events.
This Agreement may be terminated immediately by either party if:
NZ AI Online may also terminate this Agreement without cause by giving 30 days’ written notice. Termination does not release the Customer from liability for unpaid fees or losses due to breach. Pending termination, NZ AI Online may suspend Services if the Customer breaches this Agreement, including non-payment.
The Customer indemnifies NZ AI Online against any loss or damage caused by the Customer’s breach of this Agreement or failure to meet obligations.
During the term of this Agreement and for 24 months after termination, the Customer agrees not to employ or engage any NZ AI Online personnel, directly or indirectly. Breach of this clause may incur a $5,000 fee per employee.
The Customer consents to NZ AI Online collecting and using information about the Customer for business purposes, including credit assessment and debt collection.
This Agreement is subject to the Consumer Guarantees Act 1993 only where applicable. If the Customer acquires Services for business purposes, the Act does not apply.
NZ AI Online is not liable for failure or delay in providing Services due to causes beyond its control, including but not limited to technical failures, strikes, natural disasters, or government restrictions.
The Customer may not assign this Agreement without NZ AI Online’s prior written consent. NZ AI Online may assign its rights in case of restructuring or sale of business.
If a Guarantor is specified, they guarantee the Customer’s obligations under this Agreement and indemnify NZ AI Online for losses from Customer breach.
This Agreement contains the entire understanding between the parties and supersedes prior agreements. No other terms apply unless agreed in writing.
Any changes to this Agreement must be in writing and signed by both parties.
The Customer grants NZ AI Online a royalty-free license to use the Customer’s name and logos in marketing during the Agreement term, provided they are not altered.