Terms of Business

Any agreement between Equerra Ltd and a customer shall be governed by these Terms of Business. These Agreements shall include all correspondence and contracts between the parties. The acceptance of our services or products by any organisation, herein referred to as ‘the customer’ shall be deemed to be an acknowledgement and acceptance of these Terms of Business.

Form of Agreement

The parties enter into a Form of Agreement which represents the collective body of the Master Services Agreement, including any incorporated Statements of Work, Service Agreements, Support Agreements, schedules, and any mutually agreed written correspondence or contract documents between the parties.

Pricing, Fees, and Rates

Equerra has a standard fees schedule based on the work type being carried out.

The fee charged for each work type is reviewed yearly in line with inflation in our industry for adjustment on the 1st of April each year.

Equerra will provide its customers with at least thirty (30) days’ notice of any changes to the rates schedule and the new fees will apply to new Fixed Price Engagements and ongoing Subscription Agreements from the schedule date.

Certain prices may be susceptible to exchange rate fluctuations and thus are subject to change without prior notice.

Pricing is represented exclusive of GST unless expressly indicated otherwise.

Subscription Agreements

Service Agreements and Support Agreements are billed on monthly subscription basis.

A payment schedule will be agreed upon for each subscription.

Fixed Price Engagements

Statements of Work for a discrete engagement are provided on a Fixed Price basis. A Fixed Price Engagement will not be affected by any revision to Equerra’s standard rate schedule for the term of the project.

A payment schedule will be agreed upon for each Fixed Price Engagement.

Where completion of a project is delayed by variations or circumstances outside the control of Equerra, progress payments will be due as per the original payment schedule unless otherwise agreed.

Unless otherwise specified, disbursements are additional to any Fixed Price Engagement and subject to normal terms for disbursements.

Variations

Variations will be raised for changes to the scope of services with the agreement of the customer. No work will be carried out on a Variation until such agreement is documented and signed by Equerra and the customer.

Any outstanding Variations not yet agreed between the parties shall not affect any payments due under the original agreement. Any adjustment to the payments shall be made at the next payment due after an agreement is reached.

Unless otherwise specified, disbursements are additional to any subscription and subject to normal terms for disbursements.

Disbursements

Costs incurred by Equerra on the customer’s behalf may be charged to the customer unless otherwise agreed. Whether or not any such charges are likely for a given engagement will be outlined in the Statement of Work, Service Agreement or Support Agreement, and agreed with the customer in advance. Any individual items in excess of $100 will be further agreed upon with the customer in advance.

Additional Charges

If, as a consequence of the provision of services or products to a customer, Equerra becomes responsible for sales tax, customs duty or other taxes, duties, tariffs, levies or surcharges imposed by any governmental or statutory authority, these extra costs will be charged to the customer.

Invoicing

Services are invoiced based on the billing milestones in the Statement of Work and due based on the agreed payment term.

Subscription Agreements will be billed on a monthly basis in advance, with the invoice due on presentation.

Late Payment

Equerra reserves the right to charge penalty interest on payments made later than thirty (30) days after the due date except where Equerra has received written notice of dispute within this time.

If charged, Equerra will charge default interest on all amounts outstanding at a rate of two percent (2%) per annum above the Base Lending Rate of Equerra’s bank. Calculated from the due date of payment until the actual date of payment.

Equerra reserves the right to instigate further action to recover amounts overdue by more than ninety (90) days and the cost of such action will also be due from the customer.

Services to the customer may be suspended where invoices are outstanding after the invoice due date.

Professional Responsibility

Equerra accepts the professional responsibility to provide services and products which as far as is reasonably practical meet the terms of reference, specifications and standards agreed between Equerra and the customer.

Equerra undertakes to remedy any problems, on an hourly or fixed price basis as is appropriate, to comply as far as is reasonably practical with the terms of reference, specifications, and standards.

Timetable

Equerra will make every effort to meet any agreed timetable. However, meeting a timetable is not a condition of any agreement. If a delay in the provision of the services and products is caused by circumstances outside of Equerra’s control, payment is due for all work completed to date. Any delay in agreeing to changes or Variations shall not alter any payments due unless specifically agreed.

Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is due to a Force Majeure event. The affected party shall promptly notify the other party and take reasonable steps to mitigate the effect of the Force Majeure event.

Termination

Unless agreed otherwise, the customer may terminate at any time with reasonable prior notice any services provided. The customer will be charged for services provided up to the time of termination.

Equerra shall have the right to terminate any engagement (without prejudice to any other of its rights) immediately upon any of the following events:

if the customer ceases or threatens to cease to carry on business; or
if a receiver or similar officer is appointed in respect of all or any assets belonging to the customer or the customer is unable to pay its debts when they fall due, or enters into a scheme or arrangement with its creditors, or any steps are taken to place the customer into liquidation; or
if the customer commits a breach of any agreed business terms and the breach is not remedied within fourteen (14) days of notification of the breach by Equerra.
Under any other circumstances termination shall be subject to agreement between Equerra and the customer. In the event of termination, Equerra shall be entitled to a fair price for work already undertaken.

Monthly Subscription Agreements require thirty (30) days written notice for termination. The termination period will be billed at the existing provisioned rate for said service.

Non-Solicitation

The Customer agrees not to solicit for employment or engagement, either directly or indirectly, any employee or contractor of Equerra who has been involved in the delivery of services under this Agreement, during the term of the Agreement and for a period of six (6) months following its termination, without Equerra’s prior written consent.

Intellectual Property

Equerra acknowledges and agrees that the copyright and ownership of all material made available to it by the customer from time-to-time, vests and shall remain vested exclusively in the customer.

The customer acknowledges and agrees that the copyright in and ownership of all material made available to it by Equerra from time-to-time, vests and shall remain vested exclusively in Equerra.

The copyright in any material prepared or created specifically for the customer by, on behalf of, or on the instruction of Equerra or any personnel of Equerra, shall remain the property of Equerra until fully paid for by the customer and will be transferred to the customer by way of written notice.

Equerra reserves the right to use the materials in its own marketing and promotional material as an example of work delivered.

Confidential Information

Equerra and the customer will keep all business information gained in relation to the engagement confidential and will ensure that at any time during or after the term of the project such information shall not be disclosed to any third party without the consent of the party supplying such information. Confidential Information does not include information that is required to be disclosed by law or is in the public domain.

Warranties

Each party warrants that it has the power and authority to enter into this Agreement. Equerra warrants that the services will be performed in a professional manner consistent with industry standards. The Customer warrants that it has all rights necessary in any data, materials, or systems it provides to Equerra for the purposes of this Agreement.

Dispute Resolution

If a dispute arises under or in connection with this Agreement, the parties shall first attempt to resolve the matter in good faith through negotiation. If the dispute cannot be resolved within thirty (30) days, either party may refer the dispute to mediation administered by a recognised New Zealand mediation service. If the dispute remains unresolved after mediation, either party may pursue legal remedies.

Limitation of Liability

Equerra does not accept any liability for any third party, or any incidental, indirect, special, or consequential costs or losses arising from any error, deficiency, misuse, delays in completion, delays in supply or other cause in relation to services or products supplied or offered for supply by Equerra. In any event, total liability under any claim whatsoever in respect of any one engagement, contract or product shall not exceed the amount paid to Equerra by the client for that engagement, contract, or product. Except as expressly stated in the Terms of Business and any correspondence and contracts included in the Form of Agreement clause above, all warranties and representations in relation to services or products supplied or offered for supply by Equerra, whether express or implied, are excluded to the fullest extent permitted by law.

Severability

In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Legal jurisdiction

Equerra provides its services and products under the laws of New Zealand including but not limited to the Consumer Guarantees Act.