1. These terms and conditions
1.1 Unless we specify otherwise, these Terms of Service (Terms) will apply to all services including any assistance, deliverables or other materials that we provide to you (Services).
1.2 The term you includes the legal entity and its personnel that we provide the Services to. The term we or us includes New Zealand Trade and Enterprise, its personnel and authorised providers engaged to provide Services to you on our behalf. The term written or in writing includes letter, facsimile and email.
1.3 These Terms apply to the Services either when you confirm your acceptance of the Services, pay any Charges or use the Services, whichever is the earlier.
1.4 We may need to change these Terms from time to time. The updated Terms take effect when published on our website or such other time as we notify you.
1.5 If you do not agree to the changes to the Terms, please stop using the Services and, as provided under clause 6.2, give us 10 working days’ written notice to end the Services.
1.6 Please ensure you are familiar with the latest Terms. By continuing to use the Services you agree to be bound by the Terms, as changed from time to time.
2. The Services
2.1 In order for us to provide Services to you, you will:
(a) provide us with any information we reasonably request;
(b) promptly make decisions and give approvals we reasonably require;
(c) pay any pre-agreed fees, deposits, expenses and charges including any taxes (Charges) for the Services within 20 days of the invoice date;
(d) notify us immediately of any issues that could impact on the Services, or could receive adverse media attention; and
(e) comply with all applicable laws, and will not cause us to be in breach of any law.
3. Our respective responsibilities
3.1 We are providing the Services to you in good faith to assist you in your business. While we will always exercise reasonable care when providing the Services, we make no warranty, express or implied, including warranties of merchantability or fitness for a particular purpose with respect to the Services, nor do we guarantee the Services or accept liability for the accuracy or completeness of any of the Services. You are responsible for determining how you use the Services and any resulting outcomes.
3.2 The Services are not, and are not intended to be legal, financial, investment, tax or professional advice with respect to any business matter, transaction or investment. Any Services that appear to be as such are incidental to the discharge of our functions, and information, opinions or assistance provided by us is guidance only. You should undertake relevant due diligence and consult with independent professional advisers before making any legal, financial, investment, trading, or business decision.
3.3 Nothing in our relationship constitutes us being your partner, agent, joint venture participant or employer / employee. Neither of us has the authority to bind the other.
3.4 You agree our liability (whether in contract, tort or otherwise) to you or anyone else for any direct, indirect, incidental, consequential or special damages, whether or not foreseeable, arising directly or indirectly from, or in connection with, the Services or these Terms will be limited, for each event, or series of connected events, to 3 times the Charges you have paid to us in the 12 months preceding the cause of action to which the claim relates.
3.5 Introductions to any specific person or persons and reference to any specific commercial products, processes or services, do not necessarily constitute or imply an endorsement or recommendation of such persons, products, processes or services by New Zealand Trade and Enterprise.
3.6 SPECIAL NOTE RELATING TO BEACHHEADS ADVISORS: Our Beachheads Advisors provide their assistance to you on the strict condition that you must indemnify them in return for their expertise and connections. By accepting services provided by a Beachheads Advisor, you irrevocably agree:
(a) not to make any claim against the Beachheads Advisor; and
(b) to indemnify the Beachheads Advisor against any loss, cost, claim, damage or other consequence incurred by the Beachheads Advisor as a result of a third party claim made against the Beachhead Advisor, in either case, in relation to, or arising as a consequence of, the Beachheads Advisor providing services to you.
4. Intellectual Property
4.1 When you engage with us, any intellectual property (IP) you own remains yours. Any IP we own remains ours. However, we can use:
(a) your IP generally, but only as needed to provide the Services to you; and
(b) only your name and brand, for the limited purpose of promoting our services to others.
4.2 If new IP is created during our work with you on the Services, then:
(a) you will own any changes or improvements to your IP;
(b) we will own any changes or improvements to our IP (except for any of your confidential information); and
(c) we will own any completely new IP, and we will discuss with you if you wish to use it.
4.3 When we use your IP, we rely on you owning, or being allowed to use, your IP. So if someone claims that we have infringed their IP, you will protect us from those claims, and pay for any associated costs and losses.
4.4 Likewise, we own, or are allowed to use, our IP. So when you use our Services and the Services include third party IP, we will protect you from IP infringement claims, and pay for any associated losses, to the extent the third party has indemnified us.
5.1 Neither of us will use nor disclose the other’s confidential information to any person or organisation other than:
(a) to the extent necessary for the purposes of providing or receiving the Services;
(b) if the other gives prior written approval;
(c) if required by law or as permitted under clause 5.2; or
(d) if the information has already become public, other than through breach of these Terms.
5.2 As part of the New Zealand Government, we may be asked to disclose information to relevant Government departments, agencies and other public sector bodies (including to Parliament and applicable Ministers) that we collaborate with, report to, and who monitor our performance or for the purpose of streamlining the Government’s economic development services to you. For these purposes, you consent to the following information being disclosed to the parties referred to in this clause:
(a) your business name and address, the type of Services including level of funding we provide to you, and our segmentation of our relationship with you;
(b) aggregated and unidentifiable information relating to your business for analytical purposes; and
(c) publicly available information we hold about you.
5.3 You authorise us to include you in a mailing list to send you emails relating to our Services, including offers to participate in seminars, workshops and surveys. Each email will give you the option to unsubscribe from the mailing list.
6. Ending the Services and resolving disputes
6.1 Unless earlier terminated, the Services end on the agreed end date (if any).
6.2 Unless otherwise agreed in writing, either of us may end the Services at any time by giving 10 working days’ notice in writing.
6.3 Either of us may also terminate the Services immediately by giving notice in writing to the other party if the defaulting party breaches these Terms or causes or is likely to cause damage to the other party’s business or reputation, and in our case this includes the reputation or business of the New Zealand Government (or any part of it).
6.4 If any disputes arise in connection with these Terms or the Services, we will both use our best efforts to resolve the dispute through good faith negotiations and informal dispute resolution. Either of us may refer a dispute to mediation. The mediator and mediation location will be determined by the chair of the LEADR NZ.
7.1 You may not assign, novate or transfer these Terms or the Services nor any right under them without our written agreement.
7.2 You agree not to post on websites, social networking sites or otherwise make public statements about the Services, these Terms or us without our written consent.
7.3 New Zealand’s anti-bribery laws apply in New Zealand and overseas. Please note that we will not provide Services to any party suspected of, or involved in, bribery, and we will report such incidences to relevant government authorities.
7.4 Neither of us will be responsible to the other for any delay or failure to perform an obligation under these Terms or the Services where caused by an event beyond the affected party’s reasonable control. This includes for us any policy changes, changes in appropriations affecting the funding of the Services or any Ministerial direction.
7.5 Clauses that by their nature should remain in force on expiry or termination of these Terms do so, including clauses 3, 4, 5, 6.4, 7.3, 7.5 and 7.7.
7.7 These Terms and the Services are governed by the laws of New Zealand.
(v. October 2016)