Houston Computers International Limited (Houston, we or us) agrees to supply services (the Services) goods (including, without limitation, licence rights in respect of software) (the Goods) to you, the Customer, in return for payment of the price for those Goods and Services subject to these Terms. Acceptance of delivery or receipt of any Goods or Services will (notwithstanding any statement to the contrary by you or your employees or agents) constitute acceptance of these Terms. If there is more than one of you, your liability is joint and several.

1. Projects and Managed IT Services

1.1 Where you engage us to provide managed IT Services (Managed Services) we will provide the agreed managed IT Services from the agreed commencement date until the provision of those Services is terminated in accordance with these Terms.
1.2 Where you engage us to manage any particular IT project, you appoint us as your agent to act on your behalf for the purpose of appointing, managing and supervising the relevant project, and agree to take all reasonable steps to enable us to discharge our obligations under this agreement and not do anything to delay or frustrate the performance of our Services under this agreement.
1.3 You consent to our entering onto your premises from time to time for the purpose of carrying out our Services.
1.4 We are not liable to you in respect of any defective goods or services provided by any third party or contractor in respect of the Services. You will contract directly with each such contractor or other third party and may be entitled to make a claim against them in respect of defective goods or services supplied by them.
1.5 Our Services do not include any specialist services that are properly carried out by other professionals. Where other consultants are to be engaged in connection with any project, you must enter into a separate contract directly with such other consultants, and be solely liable for the prompt payment of accounts of any such consultants. We will not be liable for the acts or omissions of any such secondary consultants.
1.6 The availability of the Services (including any service bandwidth) is not guaranteed when an order is placed and may not be known until the relevant Service is provisioned. If a Service or service bandwidth is unavailable, you may elect to vary the service schedule by agreeing to a service variation in writing or either party may cancel the affected Service and neither party will be liable to the other in any way for that cancellation.
1.7 Where we agree to provide support Services, we will provide such support services in accordance with our Schedule of Support Services provided you have complied with these Terms including by paying all fees due and have maintained a proper operating environment for any equipment (including hardware, software or infrastructure) in accordance with any instructions provided by us.
1.8 We reserve the right, in our absolute discretion, to:
(a) modify our systems, network, system configurations and/or routing configuration; or
(b) modify or replace any hardware or software in our network or in equipment used to deliver any Service over our network,
provided and to the extent that this has no adverse effect on our ability to perform our obligations under this agreement and our provision of the Services or any service level arrangements outlined in our Services proposal. If such changes will have an adverse effect, we will notify you and the parties will implement any necessary changes to the Managed Services.
1.9 We do not automatically accept customer generated purchase orders for any Services or Goods. All such purchase orders submitted by you will be subject to acceptance by us (in our absolute discretion) by confirming acceptance in writing, and will not become binding on us until such acceptance.
1.10 You acknowledge and agree that we are not under any duty to accept purchase orders from you.

2. Maintenance and support

2.1 We will provide training to such number of your employees as is specified in, and is otherwise in accordance with, any project plan we agree to.
2.2 Maintenance work that may require interruption of the Managed Services (Maintenance Events) will not normally be performed during normal business hours. We may interrupt the Managed Services outside normal business hours, or during normal business hours where it is impracticable to perform the work outside normal business hours, for maintenance provided that we have given you at least one day’s advance written notice.
2.3 For Managed Services we will use all reasonable endeavours to provide at least a [99.5]% uptime service availability level provided that the Managed Services will be considered as unavailable only during periods of Priority 1 or Priority 2 incidents in accordance with paragraph 1.2 of the Schedule of Support Services.
2.4 For the avoidance of doubt, the Managed Services will not be considered as “unavailable” during Maintenance Events as described in paragraph 2.2, Customer-caused outages or disruptions, or outages or disruptions attributable in whole or in part to Force Majeure Events.

3. Customer Obligations

3.1 You must:
(a) provide us with:
(i) all necessary co-operation in relation to this agreement; and
(ii) all necessary access to such information as we may reasonably require,
in order to provide the Services, including Customer Data, security access information, and (subject to providing any confidentiality undertakings reasonably required by you) software interfaces to your other business applications;
(iii) provide such personnel assistance as we may reasonably request from time to time.
(iv) appoint a representative, who will have the authority to contractually bind you on all matters relating to this agreement. You must use reasonable endeavours to ensure continuity of appointment of your representative, but may replace them from time to time where reasonably necessary in the interests of your business;
(b) comply with all applicable regulations with respect to your activities under this agreement; and
(c) carry out all other Customer responsibilities and obligations set out in this agreement or in any of the Schedules in a timely and efficient manner.
3.2 You must not store, distribute or transmit through the Managed Services any material that:
(a) is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive;
(b) facilitates illegal activity;
(c) depicts sexually explicit images; and/or
(d) promotes unlawful violence, discrimination based on race, gender, age, disability, sexual orientation, religion, belief or gender reassignment, or any other illegal activity.
3.3 You remain responsible for the use of the Managed Services under its control, including any use by third parties (whether fraudulent or invited by the Customer).
3.4 You must take reasonable measures to ensure you do not jeopardise services supplied to third parties on the same shared access infrastructure as notified to you by us. This includes informing us promptly in the case of a denial-of-service attack or distributed denial-of-service attack. In the event of any such incident, we will work with you to alleviate the situation as quickly as possible. The parties must discuss and agree appropriate action (including suspending the Managed Services in whole or in part).
3.5 You must only use the Services for your lawful business purposes, in the manner and for the purposes contemplated under our agreement with you, and in accordance with any reasonable directions given to you by us.
3.6 You must not merge with any other software, duplicate, modify, reverse compile or reverse assemble any software we supply to you in whole or part and you must not allow or cause, directly or indirectly, any third party to do so.

4. Project Timelines and Suspension, Postponement or Termination of a Project

4.1 If we consider that any particular project is prematurely at an end, including without limitation because you have failed to provide sufficient information to allow the Services to be undertaken properly, we may terminate our engagement and invoice you for all outstanding work completed by us up to the date of termination.
4.2 Where any project is modified or extended at any time from the confirmation of the scope of the project through to completion of the project you will pay us any and all additional fees, costs and expenses arising from or related to that modification or variation, and any stated completion date for the relevant Services will be varied by such reasonable time as is necessary to take account of any such modification or variation.
4.3 You must give us written notice of any intention to suspend, postpone or terminate any project. Immediately upon giving that written notice you must pay us for all accounts rendered and for our fees and expenses up to the date of the suspension, postponement or termination calculated on the basis of the Services completed by us with fees on incomplete work based on our relevant hourly rate. We will not have any obligation to refund to you any amount you have paid to us prior to any decision by you to suspend or terminate any project.
4.4 If at any time you are in breach of any obligation to us, then without prejudice to any other remedies we may have, we may suspend the supply of Services to you until the breach is remedied and any date for completion will be delayed for the same time the Services are suspended. Where the suspended period exceeds seven (7) days we may give notice reasonably delaying any stated completion date until we are reasonably able to reschedule the completion of the project in accordance with our on-going commitments.
4.5 Where you are in breach of any obligation to us, we may give you seven (7) days written notice to remedy the breach. If the breach is not remedied within that time frame we may terminate the project by giving written notice to you. We will not be liable to you for any loss or damage you suffer or incur if we exercise our rights under this clause.
4.6 If, at any time and for any reason, we are required to carry out any additional work to complete the Services, we will inform you of the scope of the additional work (and any additional fees). You can elect whether to accept or refuse any additional work we suggest. If you accept, you will be liable for any additional fees. If you refuse the additional work required, you acknowledge that as a result we may not be able to complete the Services to the original specification and both parties will either agree to a service variation in writing or the agreement for the provision of those Services will be terminated and neither party will be liable to the other party in any way for that termination, provided that we may recover any reasonable costs incurred in relation to the agreement for the provision of those Services up until such termination.
4.7 Where, in order to provide a Service, we need to:
(a) Install equipment in a site owned by a third party, we will first require the site owner’s agreement, and/or any applicable council or regulator consents (Access Consent). You must obtain or help us to obtain Access Content.
(b) Install or access our equipment in a premises occupied by you, whether as a tenant or licensee or otherwise and not as the sole or joint owner of those premises, we will first require the authorisation and consent of the owner/s of the premises (Landlord Consent). You must obtain Landlord Consent.
4.8 If Access Consent or Landlord Consent requires us to pay charges to install or access equipment, then we may recover these charges from you. These charges may vary from site to site and may not be known until the consent is granted by the third party. We will promptly inform you in writing of any charges required by a third party and the amount of the charge. If you approve the charges, then we will add those charges to your invoice at cost. If you decline the charges then both parties will either agree to a Service variation in writing or the Service will be terminated and neither party will be liable to the other party in any way for that termination, provided that we may recover any reasonable costs we have incurred in relation to the agreement for provision of the relevant Services up until such termination.
4.9 Where we are unable to obtain Access Consent or Landlord Consent, unable to agree (acting reasonably) on the terms of the Access or Landlord Consents, Access Consent or Landlord Consent is revoked or withdrawn for any reason, or we cannot provision the Service because we are denied access to the site or premises, we may terminate the affected Service by giving you as much written notice as is practical and you agree that we will not be liable to you in any way for that termination, provided that we may recover any reasonable costs we have incurred in relation to the agreement for provision of the relevant Services up until such termination.

5. Price and Payment

5.1 All prices exclude GST, any other applicable taxes and duties and insurance/freight/delivery/handling charges not expressly included in the price. You agree to pay these items (as applicable) in addition to the price, whether they are imposed before or after your order.
5.2 Payment must be made in clear funds prior to delivery of your order unless we agree otherwise in writing. If we allow you credit, payment in full is due on the 7th day after the date of our invoice.
5.3 We can impose a credit limit on you (or refuse to allow you any credit) at any time, and alter it at our sole discretion, and may at any stage during the continuance of this Agreement request such security or additional security as we in our sole discretion think fit and may withhold supply of Goods or Services or credit arrangements until such security or additional security is obtained.
5.4 You must not withhold payment or make any deductions of any nature whether by way of set off (legal, equitable or otherwise), counterclaim or otherwise from any amount you owe us. Any default in payment will make all money payable by you to us immediately due and we may withhold delivery of Goods and/or provision of Services until you provide payment of all money payable by you to us. Default in payment also entitles us to cancel any order we have accepted from you. You will not be entitled to any refund of payment for any such cancelled order.
5.5 We reserve the right to charge a restocking fee of up to 25% of the price of the order plus all unrecoverable costs such as freight or labour should you cancel any order after confirmation of order.
5.6 All quotations we give you will be provided based on the requests and / or information supplied by you for the work to be carried out and as detailed within the written quotation. Any work or services provided outside the original contract or quotation not originally detailed in the contract or quotation will be completed and invoiced separately.

6. Delivery and Risk

6.1 Risk in Goods sold to you will pass to you on Delivery being the time the Goods are dispatched from our premises to you, whether the Goods are delivered to your address by us or uplifted from us by you or by a carrier arranged by you or us.
6.2 If any of the Goods are damaged or destroyed prior to property in them passing to you, we are entitled, without prejudice to our other rights or remedies (including the right to receive payment of the balance of the Price for the Goods), to receive all insurance proceeds payable in respect of the Goods whether or not the price has become payable under these Terms. The production of these Terms by us is sufficient evidence of our rights to receive the insurance proceeds without the need for any person dealing with us to make further enquiries.
6.3 Any date or time stated for dispatch of Goods or for provision of Services is an estimate only and not a condition of sale.
6.4 Any products returned for credit to Houston must be returned within 7 days of Delivery.

7. Security Interest

7.1 Ownership of all Goods supplied to you by us will not pass on Delivery, but will remain with us until we have received full payment in clear funds of all moneys you owe us (whether relating to those or other Goods, the supply of Services, or any other matter). We hold a Security Interest in all Goods supplied to you and the proceeds of any resale of the Goods for payment of those moneys.
7.2 At our request, you will promptly deliver, execute or do (or cause to be executed, delivered or done) any documents, contracts, agreements, deeds or other action that we may require from time to time to give effect to these Terms, including without limitation doing all such things as we may require to ensure that the Security Interest created under these Terms constitutes a perfected Security Interest over the Goods. This includes, but is not limited to, providing any information we request to complete a financing statement or a financing change statement for the Personal Property Securities Register.
7.3 Where you are in default, you agree to our entering your premises or any other place where the Goods are located, or where we reasonably believes that the Goods are located, and taking possession of and selling the Goods. Sections 108, 109 and 120(1) of the Personal Property Securities Act 1999 (PPSA) do not apply to the extent that they are inconsistent with this clause.
7.4 You waive any right to receive a verification statement under the PPSA.
7.5 Nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to these Terms. Your rights as a debtor in sections 116, 120(2), 121, 125-127, 129 and 131 of the PPSA will not apply to these Terms.
7.6 We may issue proceedings to recover payment for the Goods notwithstanding that ownership of the Goods may not have passed to you.

8. Intellectual Property

8.1 You acknowledge and agree that, as between the parties, we and/or our licensors own all intellectual property rights in any Good or Services we develop and/or supply to you and in all other materials connected with the provision of the Services and/or developed or produced in connection with this agreement by us, and our officers, employees, sub-contractors or agents. Except as expressly stated in this agreement, this agreement does not grant you any rights to such intellectual property rights.
8.2 Nothing in this agreement affects either party's rights in pre-existing intellectual property rights (including pre-existing intellectual property rights of either party contained in or relating to Confidential Information)
8.3 We acknowledge that you own and retains all rights, title and interest in and to your Customer data. Save to the extent necessary for the provision of the Services and performance of our obligations under this agreement, we have no rights to access, use or modify your Customer data unless we have your prior written consent.
8.4 Subject to full payment of all amounts payable to us under these Terms, where we have not specified in writing other licence terms for any intellectual property we give you access to we grant you a non-transferable, non-exclusive, royalty-free, worldwide licence to use software that is subject to our intellectual property rights for the purpose for which we have supplied that software to you.
8.5 You grant us a revocable, sub-licensable, non-transferable, non-exclusive, royalty-free, worldwide limited licence for the term of this agreement to use, exploit, copy, reproduce, manufacture, sub-license, modify, improve, enhance and make derivative works of any intellectual property that is subject to your intellectual property rights to the extent necessary to enable us to comply with its obligations under this agreement.
8.6 In these Terms intellectual property rights includes without limitation patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

9. Confidentiality

9.1 Each of the parties recognises that in the course of negotiating and/or performing this agreement it may receive Confidential Information belonging or relating to the other party.
9.2 The provisions of this clause 9 will not apply to any Confidential Information that:
(a) is or becomes generally freely available to the public (other than as a result of its disclosure by the receiving party or its Representatives in breach of this clause 9);
(b) was available to the receiving party on a non-confidential basis before disclosure by the disclosing party;
(c) was, is or becomes available to the receiving party on a non-confidential basis from a person who, to the receiving party's knowledge, is not bound by a confidentiality agreement with the disclosing party or otherwise prohibited from disclosing the information to the receiving party;
(d) was known to the receiving party before the information was disclosed to it by the disclosing party;
(e) the parties agree in writing is not confidential or may be disclosed; or
(f) is developed by or for the receiving party independently of the information disclosed by the disclosing party.
9.3 Each party must keep the other party's Confidential Information confidential and must not:
(a) use such Confidential Information except for the purpose of exercising or performing its rights and obligations under this agreement (Permitted Purpose); or
(b) disclose such Confidential Information in whole or in part to any third party, except as expressly permitted by this clause 9.
9.4 Each party must take all reasonable steps to ensure that the other's Confidential Information to which it has access is not disclosed or distributed by its representatives in violation of the terms of this agreement.
9.5 You:
(a) acknowledge and agree that our Confidential Information includes any designs, plans, software or other materials created by us in connection with the Services; and
(b) agree not to make use of any such designs, plans, software or other materials for any purpose other than receipt of the Services.
9.6 We acknowledge and agree that your Customer data is your Confidential Information.
9.7 A party may disclose the other party's Confidential Information to those of its representatives who need to know such Confidential Information for the Permitted Purpose, provided that:
(a) it informs such representatives of the confidential nature of the Confidential Information before disclosure; and
(b) at all times, it is responsible for such representatives' compliance with the confidentiality obligations set out in this clause 9.
9.8 A party may disclose Confidential Information to the extent such Confidential Information is required to be disclosed by law, by any governmental or other regulatory authority (including any relevant securities exchange) or by a court, arbitral or administrative tribunal or other authority of competent jurisdiction provided that, to the extent it is legally permitted to do so, it gives the other party as much notice of such disclosure as possible and, where notice of disclosure is not prohibited and is given in accordance with this clause 9.8, it takes into account the reasonable requests of the other party in relation to the content of such disclosure.
9.9 Each party reserves all rights in its Confidential Information. No rights or obligations in respect of a party's Confidential Information other than those expressly stated in this agreement are granted to the other party or to be implied from this agreement.
9.10 The provisions of this clause 9 will continue to apply after expiry or termination of this agreement for any reason.
9.11 In these Terms, Confidential Information means all information (however recorded or preserved) disclosed by a party or its employees, consultants, officers, representatives, advisers, agents or sub-contractors involved in the provision or receipt of the Services to the other party or that party's representatives in connection with this agreement which information is either labelled as such or should reasonably be considered as confidential because of its nature and the manner of its disclosure.

10. Warranties and Exclusion of Warranties

10.1 If you are in trade and are acquiring the Goods or Services for business purposes, the guarantees under the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.
10.2 Unless you have rights under the Consumer Guarantees Act 1993 or other legislation, which cannot be excluded or limited, there are no warranties except as expressly described in these Terms or our Services proposal. This disclaimer includes implied warranties as to merchantability and fitness for a particular purpose.
10.3 All items of hardware and software we supply will be covered by their respective manufacturers’ warranties. Manufacturer warranty document should be read in conjunction with the following warranty provisions:
(a) We warrant that at the date of our invoice, we believe any equipment supplied is free from defects in materials and workmanship.
(b) We warrant that all new hardware and software items will be supplied with the manufacturer’s warranty. No used or second-hand items will be supplied unless specified otherwise.
(c) You may during the warranty period notify us of any defect or suspected defect in equipment supplied. We will, to the extent necessary, inspect and/or analyse any defects and replace or repair the items in accordance with the manufacturers’ warranty.
(d) The period for effecting such replacement or repair is determined by the terms of the manufacturer’s warranty and any special or additional arrangements made between you and Houston.
(e) Unless the manufacturer’s warranty is an onsite warranty, any defective equipment must be returned to our place of business for repair work.
(f) Neither we nor the manufacturer will be liable under the clauses above if the defect is the result of:
(i) Improper use or mismanagement by you or your staff or invitees.
(ii) Incorrect operation of the equipment, peripherals and/or software.
(iii) Use of the equipment, peripherals, and/or software in any manner not reasonably contemplated by us.
(iv) Modification of equipment, peripherals, and/or software not authorised by us.
(v) v) Use of equipment, peripherals, and/or software in any manner contrary to the law.
(vi) Subjection of the equipment, peripherals, and/or software to unusual physical, environmental, or electrical stress including and not limited to power spikes, black outs, brown outs, atmospheric corrosion (sulphur, dust, etc), power fluctuations of any kind.
(vii) Any damage caused to equipment, peripherals, and/or software while in transit to and from Houston (you are responsible for keeping all original packaging and transporting the equipment in this packaging).
(viii) Any serial number for equipment being removed or defaced.
(ix) Equipment, peripherals, and/or software being rendered defective through normal reasonable wear and tear or faults caused by not performing regular preventative maintenance.
(g) Title in any replaced equipment and/or peripherals vests in or remains with Houston.
(h) We warrant that all equipment will be correctly configured to match the hardware and software specifications which are requested by you at the time of delivery or installation. Such configuration includes BIOS set-up, configuration files, Windows set-up, and registry files.
(i) Our warranties exclude:
(i) The cost of recovery of the operating system, other software, and data. What this means is that in the event of a failure that results in the loss or damage of the operating system, other software or data, the warranty will only cover the replacement of the faulty part (e.g., the hard disk) and the customer is responsible for all the labour for reinstating the operating system, other software, and data.
(ii) The cost of re- installing or reconfiguring any application software or replacement of any data.
(iii) Any consumables supplied in or with the equipment and/or peripherals such as batteries, printer cartridges and other consumables.
10.4 Except as expressly provided in these Terms you assume sole responsibility for results obtained from the use of the Services, and for conclusions drawn from such use.

11. Force Majeure

11.1 Neither party will have any liability to the other under this agreement if it is prevented from, or delayed in, performing its obligations under this agreement, arising from any Force Majeure Event, provided that:
(a) the other party is notified of such an event and its expected duration; and
(b) it uses all reasonable endeavours to mitigate, overcome or minimise the effects of the Force Majeure Event concerned,
and that if the period of delay or non-performance continues for eight weeks or more, the party not affected may terminate this agreement by giving not less than 14 days’ written notice to the other party.
11.2 In these terms, Force Majeure Event: means an event which is beyond the reasonable control of the party seeking to rely on such event (except to the extent such party could reasonably have avoided such event or its consequences by implementing such business continuity and/or disaster recovery measures and otherwise exercising such level of care in each case as could reasonably be expected of a party in its position, including:
(a) riot, civil unrest, military action, terrorism or war (whether declared or not) or threat of or preparation for war;
(b) damage to or destruction of premises or equipment, or breakdown of equipment, in each case not attributable to the party seeking to rely on such event;
(c) imposition of sanctions, embargo, blockade, or breaking off of diplomatic relations;
(d) epidemic (including any Public Health Emergency of International Concern or pandemic declared by the World Health Organization) or pandemic;
(e) any failure or refusal of any government or public authority to grant any necessary licence, permit or consent;
(f) interruption or failure of a utility service or transport or telecommunications network and/or breakdown of plant or machinery;
(g) severe delays or disruptions to the use of railways, shipping, aircraft, motor transport or other means of public or private transport;
(h) any change in applicable law which materially impacts a party’s ability to perform any obligation under this agreement and/or significantly increases the costs to be incurred and/or effort to be expended by any party in performing its obligations under this agreement;
(i) earthquake, storm, fire, flood, landslide or other natural disaster; and
(j) industrial action, strikes or lock-outs by employees of third parties (excluding sub-contractors and suppliers of the party seeking to rely on such event unless no substitute is reasonably available).

12. Limitation of Liability

12.1 We and our employees and agents will not be liable to you for any claim for breach of Contract (except in the case of Houston ourselves as provided in clause 12.2 below) or Statute or breach of duty in Tort (including negligence) or for any claim in Equity or otherwise at law.
12.2 Your sole remedy against us will be limited to breach of contract and the extent of any such liability will be limited, at our option, to repair or replacement of the defective Goods, payment of the cost of repairing or replacing the defective Goods or acquiring equivalent Goods or refunding the price you paid for the particular defective Goods. If the breach relates to Services the extent of any such liability will be limited, at our option, to supplying the Services again, payment of the cost of having the services supplied again, or refund of the price you paid for the particular defective Services. We will not, in any case, be liable for any other losses or damages whether general, exemplary, punitive, direct, indirect or consequential, including loss of business profits.
12.3 We are not liable for any damage caused by errors or omissions in any information, instructions or scripts provided to us by you or on your behalf in connection with the Services, or any actions taken by us at your direction.
12.4 No action may be brought against us unless notice of such claim is given to us within one week of delivery of the Goods or provision of the Services. We will be released from all or any liability unless proceedings are brought in a Court of competent jurisdiction within one year of the date of delivery of the Goods or provision of the Services.

13. Default

13.1 If you do not pay any money owed to us (the unpaid money) by the due date, we may charge penalty interest at a rate of 2.5% per calendar month calculated daily and capitalised monthly on the unpaid money from the due date until payment in full is made (including after as well as before any Court judgment).
13.2 You indemnify us for and agree to pay, on demand, all costs incurred by us (including legal costs on a solicitor-client basis and debt collection costs) in the recovery or attempted recovery of unpaid money and/or the enforcement of these Terms or the Security Interest contained in these Terms.

15. Use of information

15.1 You agree that we may collect the information for the purpose of assessing your application for credit, including checking your present and continued credit worthiness, if necessary, collecting any outstanding debt from you and direct marketing activities (the purposes set out above). You consent to us disclosing the information, as well as any default in payment by you, to any credit or debt collection agency, and to any person/agency we appoint to collect any outstanding debt from you, if necessary, for the purposes set out above.
15.2 If information is provided to any credit or debt collection agency, they will hold that information on their systems and use it to provide their credit reporting service, including updating its credit reporting database and providing that information to other customers they have and you consent to that use and disclosure. We may request, and any person or organization (including any credit or debt collection agencies) may provide, information about you to us, both now and in the future, for the purposes set out above and you consent to us seeking that information in the course of our business and disclosure of that information to us.
15.3 If you are an individual, you have the right under the Privacy Act 2020 to see and correct any personal information held by us or any agency about you.
15.4 You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us. Your failure to provide the personal information sought, may result in our refusing to supply Goods or Services to you.

16. Health and Safety

16.1 Where, as part of the Services, we require access to your premises, you must comply with the Health and Safety at Work Act 2015 and notify us of any known hazards or risks to which a worker or any person may be exposed prior to any work commencing. You must also ensure, so far as is reasonably practicable, that your premises, the means of entering and existing your premises, any fixtures, fittings or plant and anything arising from the premises are without risks to the health and safety of any person. To the extent that there are overlapping duties, and so far as is reasonably practicable, you must consult, cooperate with, and coordinate activities with us.
16.2 We will comply with the Health and Safety at Work Act 2015, and ensure, so far as is reasonably practicable, the health and safety of our personnel while they are carrying out work for us. We will ensure, so far as is reasonably practicable, that the health and safety of other persons is not put at risk from work carried out by us and our personnel. To the extent that there are overlapping duties, and so far as is reasonably practicable, we will consult, cooperate with, and coordinate activities with you.

17. Employment

17.1 You must not offer direct employment to or contract services directly with a resource we have provided, or take that resource through any third party, either during the term of the contract or for 12 months after termination, without first obtaining our written consent. In the event of any resource taking a permanent role with you, we may charge you a placement fee amounting to 15% of the resource’s first year’s remuneration package.

18. General Provisions

18.1 These Terms apply to all transactions we have with you. If there is any inconsistency between these Terms and any order submitted by you or any other arrangement with us, these Terms prevail unless otherwise agreed by us in writing.
18.2 If any provision of these Terms is held by any court to be illegal, void or unenforceable, that will not impair the enforceability of the remaining provisions.
18.3 These Terms are governed by, and will be construed in accordance with, the laws of New Zealand. Both parties submit to the non-exclusive jurisdiction of the New Zealand Courts.
18.4 We may review and change these Terms at any time and from time to time. Any such change will take effect from the date on which we notify you of the change. You consent to such future changes being made by updates on our website, and agree that such update will constitute agreement by you to the amended terms.