Good Tech Team Standard Terms
1. YOUR AGREEMENT WITH GOOD TECH TEAM
1.1 These terms apply to any sale of equipment, lease of equipment or supply of goods, services or software by Good Tech Team.
1.2 When you sign or accept a Purchase Order Agreement, Monthly Rental Agreement, Copy Plan Contract or other contract for the sale of equipment, lease of equipment or supply of goods, services or software by Good Tech Team, these Terms apply.
2. DEFINITIONS
2.1 In these Terms (unless the context requires otherwise):
Agreement means your Order Form and these Terms, which together form your agreement with Good Tech Team. In the event of any inconsistency, your Order Form prevails.
Colour Print or Colour Copy means a single, dual or full colour print.
Commencement Date in the case of a lease of
Equipment or provision of services or software, means the Commencement Date shown in your Order Form.
Completion Date in the case of a lease of
Equipment or provision of services or software, means the date shown in the Order Form as the Completion Date, on which the Term of this Agreement ends.
Confidential Information means the details of this Agreement and all information and material of a confidential nature directly or indirectly made available by one party to the other party concerning its business, affairs, transactions or financial, technical or commercial arrangements and any information of a proprietary nature concerning the plans, operations, know-how, trade secrets, expertise and intellectual property of the disclosing party. However Confidential Information shall not include any information which is, or becomes, publicly available without breach of the obligations under this Agreement or which the other party can prove it independently created or acquired.
Copy means the number of pages printed, copied or faxed using the Equipment, based on a minimum of an A4 page size. A print, copy or fax in excess of A4 size will be counted as two Copies. A print, copy or fax smaller than A4 size will count as one Copy.
Equipment means the equipment described in the Order Form, including any software and accessories.
Excess Charge means the amount calculated by multiplying the Excess Rates by the number of Excess Copies.
Excess Copies means the Copies used in excess of the Minimum Copy Volume Per Month for Black Copies and the Copies used in excess of the Minimum Copy Volume per Month for Colour Copies (as the case may be).
Excess Rates means the Excess Rate for each Black Copy or Colour Copy (as the case may be) as shown in the Order Form.
Force Majeure Event means a fire, flood, storm, explosion, act of war, earthquake, theft, tempest, riot, war, government restriction, vandalism, terrorist action, transport delay, breakdown of plant or machinery, communication network failure, discontinuity in power supply, virus, act of god, shortage of labour, strike, lockout or any other event beyond Good Tech Team's reasonable control.
Good Tech Team means Southland Copier Company Limited (trading as Good Tech Team).
Insolvency Event in relation to a party means:
(a) it is, becomes, or is deemed to be, insolvent, bankrupt or unable to pay its debts as they fall due;
(b) it makes an assignment for the benefit of, or enters into, or makes any arrangement or composition with, its creditors;
(c) it goes into receivership or has a receiver, trustee, manager, liquidator, administrator or statutory manager appointed in respect of any of its assets; or
(d) any resolution is passed, or any proceeding is commenced, for its winding up or liquidation (other than for the purposes of a solvent reconstruction).
Installation Address means the address at which the Equipment will be located shown in the Order Form.
Meter Readings means
Minimum Copy Volume per Month means the Minimum Copy Volume per Month for Black Copies and the Minimum Copy Volume per Month for Colour Copies (as the case may be) as shown in the Order Form.
Monthly Charge means the Monthly Charge for the number of Copies that are included in the Minimum Copy Volume per Month shown in the Order Form.
Order Form means a Monthly Rental Agreement, Copy Plan Contract, Purchase Order Agreement or other contract for the sale of equipment, lease of equipment, supply of services or supply of software by Good Tech Team.
PPSA means the Personal Property Securities Act 1999.
Print means a print, copy or fax.
Rent Payments means the regular payments shown in your Order Form (or as varied under this Agreement).
Term in the case of a lease of Equipment or a supply og Services means the term commencing on the Commencement Date and ending on the Completion Date.
Working Day has the meaning set out in section 2(1) of the Companies Act 1993.
2.2 Other Terms used in your Order Form shall have the meanings given to them in your Order Form.
3. TERM
3.1 This Agreement applies with effect from the earlier of:
(a) the Commencement Date recorded in these Terms;
(b) the date the Order Form is signed;
(c) the date you receive Goods, Services or Software.
4. SALE OF EQUIPMENT OR GOODS
4.1 This clause 4 applies where the Order Form includes the sale of Equipment or Goods by Good Tech Team to you.
4.2 Good Tech Team will arrange delivery and installation of Equipment at the Installation Address.
4.3 You shall advise Good Tech Team promptly of any decision or instruction which affects such installation. Good Tech Team may revise any installation fee if such decision or instruction affects the installation obligations of Good Tech Team.
4.4 Before delivery you shall ensure space is available and the Installation Address is structurally sound, safe (in accordance with legislation governing safety in the workplace) and in proper condition for the installation, and that any electrical connections, cabling, amenities, materials and other requirements to accommodate the Equipment are made ready at your expense. You are responsible for providing suitable access to the Installation Address for the vehicles and equipment that the Good Tech Team needs to use in carrying out the installation.
4.5 Good Tech Team:
(a) warrants that all Equipment will be of the type specified in the Order Form, will be in working order on delivery and Equipment will be new unless otherwise specified in your Order Form;
(b) warrants that all Equipment and Goods will be supplied free of any encumbrances (other than Good Tech Team's retention of title under clause 8); and
(c) will also pass on to you the benefit of any manufacturers’ or other written guarantees provided to Good Tech Team in respect of the Equipment and Goods (which will apply in addition to any statutory rights you have).
4.6 Unless otherwise specified in your Order Form, all Equipment, Goods, Services and Software is supplied as standard and has not been modified to meet your individual requirements and Good Tech Team give no warranty as to the compatibility of any Equipment, Goods, Services and Software with any of your products, systems or procedures or that it will be suitable for any particular individual purposes that you wish to use it for.
4.7 Good Tech Team shall not be responsible for delays or defaults in delivery of Equipment, Goods or services, for reasons beyond its control. Your payment obligations shall not be affected by any such delay.
4.8 On delivery you shall promptly examine the Equipment or Goods to ensure that they are in working order. They are deemed to be accepted by on delivery, unless the examination reveals that they are not in working order.
4.9 Returns in relation to any manufacturers’ or other written guarantees are only permitted where such guarantees permit the goods to be returned or where permitted by statutory rights. Any goods returned must be made, at Good Tech Team’s cost, within 14 days of the delivery date and such claims must quote the relevant invoice number.
4.10 Good Tech Team is not liable for any damage caused by malfunction of the goods or their incompatibility with your systems where this is a result of: installation by unqualified tradespersons or substandard installation; or any addition to, modification of, or change in location of the goods or their being serviced by non-Company personnel, other than as authorised by Good Tech Team; or use of the goods otherwise than in accordance with manufacturer’s instructions.
5. LEASE OF EQUIPMENT
5.1 This clause 5 applies where the Order Form includes the lease of Equipment by Good Tech Team to you.
5.2 The Good Tech Team will lease the Equipment to you for the Rental Term.
5.3 The provisions in clause 4 regarding delivery and installation of the Equipment shall also to the delivery of leased Equipment to you.
5.4 You may enjoy quiet possession and economic use of the Equipment during the Rental Term provided you are not in breach of this Agreement.
5.5 You shall only use the Equipment in the manner and for the purpose for which it was designed, by appropriately trained personnel, in accordance with the manufacturer’s instructions and any instructions provided by the Good Tech Team, and shall keep the Equipment in good order, repair and condition.
5.6 Good Tech Team may test and inspect the Equipment during normal business hours upon reasonable notice.
5.7 You shall only use the Equipment for business purposes and in compliance with all applicable laws.
5.8 You shall not modify or alter the Equipment without Good Tech Team's prior written consent.
5.9 You shall pay the Monthly Charge (irrespective of any breakdown in the Equipment or the number of Copies made during any month) for the Term, together with any Excess Charges for Excess Copies made in any month which will be separately invoiced at the frequency shown in your Order Form.
5.10 At no additional cost to you, the Good Tech Team will:
(a) instruct you in the use and maintenance of the Equipment;
(b) provide maintenance services to the Equipment necessary for the efficient working of the Equipment, including parts and labour; and
(c) supply all consumables (excluding paper & staples) required by you,
provided that if:
(d) consumables other than those purchased from Good Tech Team or approved in writing by Good Tech Team are used in the operation of the Equipment, or other items are used in the operation of the Equipment which do not meet the Equipment manufacturer’s specifications;
(e) the Equipment is serviced by a party other than the Good Tech Team or its authorised contractors;
(f) the Equipment is moved from the Installation Address;
(g) the Equipment is intentionally, accidentally or negligently damaged;
(h) reasonable access to the Equipment to provide routine and/or preventative maintenance as required is denied;
(i) in the Good Tech Team’s opinion, the manufacturer’s operating procedures have not been complied with; or
(j) instruction, maintenance services, or consumables are required outside the hours of 8.30am to 5.00pm on a Working Day,
then the Good Tech Team shall not be obliged to perform maintenance services or provide instruction or consumables. If Good Tech Team, at its discretion, decides to perform such maintenance services or provides such instruction or consumables, you will be charged at Good Tech Team’s commercial rates at that time for it doing so.
5.11 No later than 10 Working Days before the end of the Rental Term, you shall advise Good Tech Team in writing whether you wish to keep or return the Equipment at the expiry of the Rental Term. If you give notice that you wish to keep the Equipment (or fail to give any notice), this Agreement will continue in force as if the Term had not expired and you shall continue to pay rental and other charges to the Good Tech Team in accordance with this Agreement. If you give notice that you wish to return the Equipment, it shall be returned, at your expense, in good working condition, to a place nominated by Good Tech Team.
6. SUPPLY OF SERVICES
6.1 This clause 6 applies where the Order Form includes the supply of Services by Good Tech Team to you.
6.2 If the Order Form includes maintenance services, the Good Tech Team shall supply them to you in accordance with Schedule 1 for the Term.
6.3 Where any contract provides for installation of Equipment is to be carried out by Good Tech Team it is your responsibility:
(a) to provide suitable access to the premises in all weather conditions for the vehicles and equipment that Good Tech Team will need to use in carrying out such installation;
(b) to provide all necessary services and amenities to enable Good Tech Team to carry out such installation;
(c) to ensure that space is available at the premises and foundations are structurally sound, safe (in accordance with all legislation governing safety in the workplace) and in a proper condition for the installation to proceed;
(d) to provide all plant, materials, electrical connections, cabling and services required to be provided by your at such times and in such manner as to cause Good Tech Team no delay in carrying out such installation;
(e) to provide safe and secure on site storage for materials and accessories supplied and used by Good Tech Team, the employees and contractors.
7. SUPPLY OF SOFTWARE
7.1 This clause 6 applies where the Order Form includes the supply of Software to you (e.g. if Software is included in Equipment leased to you).
7.2 You may use the Software for your lawful internal business purposes only, on the terms set out in this Agreement, any third party licences and any notices given by Good Tech Team. You shall not use, nor allow any person to use, the Software for any other purpose.
7.3 You shall not copy or modify, or attempt to copy or modify, any Software.
7.4 Unless otherwise specified in your Order Form, all software is supplied as standard and has not been modified to meet your individual requirements, and Good Tech Team makes no warranty as to the compatibility of any software with any of your products, systems or procedures.
8. TITLE AND RISK
8.1 Where Good Tech Team:
(a) leases Equipment to you, that Equipment is at your risk from when it is delivered to you but Good Tech Team retains title to it at all times;
(b) sells Equipment or Goods to you, the Equipment and Goods are at your risk from when they are delivered to you but Good Tech Team retains title to them until they have been paid for in full.
8.2 For all Equipment that is leased to you and all Equipment and Goods that are sold to you which you have not paid for in full you shall:
(a) care for those items, ensure they are kept separate and identifiable at all times and exercise all reasonable care in the storage and handling of them;
(b) keep and use them only at the Installation Address or Good Tech Team may terminate this Agreement without notice;
(c) insure them in accordance with clause 10;
(d) not permit the items to become affixed to any land or premises or an accession to any property;
(e) not sell, offer for sale, lend, pledge;
(f) not part with possession or control or otherwise deal with the items (other than for the purpose of maintenance and repair in accordance with this Agreement);
(g) not allow any charge, assignment, mortgage, encumbrance or security interest to attach to them, or any lien to be created on them or any part of them.
8.3 You assume all risks and liability for those items and for their use, operation, maintenance, repair and storage, and for injuries to or deaths of persons and damage to property howsoever arising from or incidental to such use, operation, maintenance, repair or storage.
8.4 You indemnify Good Tech Team against all loss and liability (including legal costs on a solicitor own client basis) howsoever arising or incurred as a result of any damage to or loss of the Equipment or Goods, your breach of this Agreement or because of or incidental to the Equipment or Goods, its use, operation, maintenance, repair or storage, unless such losses, claims, penalties, liabilities or expenses shall be directly and solely attributable to the negligence of the Good Tech Team or its duly authorised employee or agent.
9. PPSR
9.1 Good Tech Team has a security interest in all Equipment that is leased to you and all Equipment and Goods that are sold to you which you have not paid for in full. Good Tech Team's security interest shall be a first-ranking security interest. You shall do all things required to ensure this is the case at all times.
9.2 Good Tech Team may register a financing statement on the PPSR over those goods. You waive any right you have to receive any verification statement or financing change statement. You shall reimburse any costs Good Tech Team incurs in registering or maintaining its security interest and exercising any rights under this Agreement or the PPSA.
9.3 Good Tech Team's security interest created by this Agreement is not intended to be a security interest to which Part 9 of the PPSA applies. If Part 9 does apply (or to the extent that Part 9 applies), Good Tech Team’s rights set out in this Agreement apply despite section 109 of the PPSA and are in addition to any rights that the Good Tech Team may have under section 109 of the PPSA.
9.4 The parties contract out of:
(a) sections 114(1)(a), 133 and 134 of the PPSA; and
(b) your rights under (and you waive any rights you may have under) sections 116, 120(2), 125, 127, 129, and 131 of the PPSA, and you waive all rights to object under section 121; and
(c) if Good Tech Team does not have priority over any other secured party in respect of the security interest in the goods, the parties contract out of section 108 of the PPSA specifically on the basis that section 108 (amended however by the deletion of the words “with priority over all other secured parties”) is reinstated and contracted back into;
9.5 In clauses 8 and 9, accession, attach, financing statement, verification statement and security interest have the meanings set out in the PPSA.
9.6 You shall not change your name without first notifying Good Tech Team at least 5 days before such change takes effect and must notify Good Tech Team of any changes in or to any of its other details prior to such changes taking effect;
10. INSURANCE OF EQUIPMENT AND GOODS
10.1 This clause 10 applies to any goods that Good Tech Team has retained title to.
10.2 You shall insure the goods with an insurer acceptable to the Good Tech Team on a full replacement value basis against loss or damage by fire, theft or other accident during the Term and while in possession of the Equipment, and will not do, or allow to be done, anything which may prejudice such insurance or any claim under it. The policy shall record the Good Tech Team as owner of the Equipment and a named beneficiary of the policy
10.3 You shall provide evidence of insurance to the Good Tech Team on request.
10.4 If you fail to obtain sufficient insurance as required by clause 10.2, Good Tech Team may (but shall not be obliged to) insure the Equipment at your cost.
10.5 You shall immediately notify the Good Tech Team of any loss or damage to the Equipment.
10.6 If a claim is made under the insurance policy, any monies paid out will be used first to repair or replace the Equipment and such Equipment will be deemed to be subject to clause 8.1 which clause will continue for the remainder of the Term. Any remaining monies will be paid to you provided that any amount due and owing under this Agreement (e.g. rent arrears) is deducted first.
10.7 If the Equipment is lost or damaged and you wish it to be repaired or replaced, you will be liable for the full cost (or any shortfall in the cost) of repairing or replacing the Equipment in the event the insurance does not cover the loss or damage or the insurer fails to pay an amount sufficient to repair or replace the Equipment. If you do not wish to repair or replace the leased Equipment, you shall remain liable to pay the Rent Payments for the remainder of the Term, but without affecting any of your other obligations under the Agreement and without prejudice to the Good Tech Team’s rights to claim for its losses as a result of such loss or damage to the Equipment.
11. TRADE INS
11.1 If your Order Forms records that Good Tech Team agrees to give you a Trade In Allowance, you warrant that the Trade In Equipment is owned by you, free of any claim, encumbrance or security interest. On Good Tech Team giving the Trade In Allowance, full right, title and interest in the Trade In Equipment shall pass to Good Tech Team and you shall make the Trade In Equipment available for collection from the Installation Address when the Good Tech Team delivers the Equipment to you.
11.2 Good Tech Team may (in its sole discretion) agree to settle any prior lease debt in relation to Traded In or replaced Equipment, in which case you will do all acts and execute all documents as reasonably required by the Good Tech Team to allow the Good Tech Team to settle such prior lease debt and ensure that title in the Trade In or replaced Equipment passes to the Good Tech Team free of any claim, encumbrance or security interest.
12. FEES AND CHARGES
12.1 For the lease of Equipment, Rent Payments are due monthly in arrears with the first payment due one month after the Commencement Date. All such payments shall be made by Direct Debit or by Bank Automatic Payment to Good Tech Team's bank account. You shall authorise such Payments on signing this Agreement.
12.2 For the supply of Services, Monthly Charge are due monthly in arrears commencing on the First Payment Due date shown in your Order Form.
12.3 All payments shall be made by Direct Debit or by Bank Automatic Payment to Good Tech Team's bank account. You shall authorise such Payments on signing this Agreement. You shall also pay the Good Tech Team:
(a) for Equipment that is scanning capable, a monthly charge advised by the Good Tech Team from time to time, for each such machine, which will be invoiced on a monthly basis.
(b) for staples, the price advised by the Good Tech Team from time to time, which will be invoiced per delivery;
(c) delivery charge as specified by the Good Tech Team applies to each delivery of consumable supplies, including staples, which will be invoiced per delivery;
(d) where the SMTP2GO service is provided, an annual fee advised by the Good Tech Team from time to time, which will be invoiced annually in advance; and
(e) any other amounts due under this Agreement, which will be invoiced on a monthly basis.
12.4 For the purchase of Equipment, you shall pay the price set out on the front of your Order Form (plus installation and freight) within 14 days of being invoiced for Equipment.
12.5 For the supply of Goods (e.g. consumables and supplies), Services and Software or any other amount payable under this Agreement, you will be invoiced monthly. Payments are due by the 20th of the month following the date of the invoice.
12.6 For the lease of Equipment, supply of Services or supply of Software you shall pay the prices set out on the front of your Order Form, however Good Tech Team may vary those prices (including, for the avoidance of doubt, the Monthly Charge and Excess Rates) from time to time at its discretion by giving 30 days' notice.
12.7 For any future Order Form, unless expressly quoted, the prices and any discounts payable are those applicable at the date of delivery.
12.8 All payments due under this Agreement shall be paid in full in cleared funds, without set off, deduction or counterclaim in accordance with Good Tech Team's directions.
12.9 All amounts set out in this Agreement are "plus GST". You shall pay GST and other taxes, duties and imposts for which the Good Tech Team is liable in connection with this Agreement (other than taxes on the Good Tech Team’s net income). Any expenses from exchange rate fluctuations, customs charges, shortages or such other costs or expenses imposed on Good Tech Team for the supply of Equipment, Goods, Services or Software (“expenses”) to you are not included in the price and shall be payable by you. Any increase in the amount of expenses between the date of any quotation and the date of delivery of the Equipment, Goods or Services shall be your responsibility and the price shall be increased accordingly.
12.10 Good Tech Team may, without prejudice to any other rights or remedies it has, charge default interest of any amounts overdue under this Agreement at 5% above the bank overdraft rate available to the Good Tech Team. You shall be liable for any legal or other collection costs on overdue accounts.
13. CONFIDENTIALITY
13.1 Each party shall keep the other party’s Confidential Information confidential and only use it to the extent necessary to enable it to perform its obligations or exercise its rights under this Agreement.
13.2 This clause 13.1 does not apply to information that a party is required to disclose by law or the rules of any stock exchange, or that is generally known by the public other than through a breach of clause 13.1.
14. WARRANTIES
14.1 Except as expressly stated in this Agreement, all warranties, whether express or implied by statute, common law or otherwise, are excluded to the maximum extent permitted by law.
14.2 Given you are using the Equipment, Goods, Services and Software in your business or for resupply in trade or you are not a consumer within the meaning of the Consumer Guarantees Act 1993, all conditions and warranties applied by statute(s) or otherwise in respect of equipment, goods, services and software including in particular under the Consumer Guarantees Act 1993 and part 3 of the Contract and Commercial Law Act 2017 are expressly excluded to the extent permitted by law and, except as set out in any contract, you no warranty, condition, description or representation on the part of Good Tech Team whether express or implied is given in respect of the goods or the services.
14.3 You declare you are acquiring the Goods, Services, Software and Equipment (including software and accessories) solely for business purposes and accordingly this Agreement is not a consumer credit contract under the Credit Contracts and Consumer Finance Act 2003.
14.4 You shall not do any act or make any omission which gives rise or might give rise to any liability on the part of you and/or the Good Tech Team under the Consumer Guarantees Act 1993. If any warranty is not able to be excluded then the Good Tech Team’s liability for its breach is limited to the repair or replacement of the Equipment (as determined by the Good Tech Team) or the resupply of the relevant services.
14.5 In any case, where the goods or services are being purchased for use in a business or for resupply in trade or where your is not a consumer within the meaning of the Consumer Guarantees Act 1993, the maximum aggregate liability of Good Tech Team to your, whether in contract or pursuant to any cancellation of any contract or in tort or otherwise, in respect of all claims for loss, damage or injury arising from breach of any of Good Tech Team’s obligations arising under or in connection with any contract, from any cancellation of the contract or from any negligence on the part of Good Tech Team, the servants agents or contractors shall not in aggregate exceed the price of the goods or the services in respect of which the liability is claimed.
14.6 Dimensions, specifications and descriptions contained or referred to in any contract or in any catalogues or other publications maintained or issued by Good Tech Team are estimates only. Unless otherwise expressly agreed in writing, it is not a condition of any contract that goods or services will correspond precisely with such dimensions and specifications, and customer tolerances, or in the absence of customary tolerances, reasonable tolerance shall be allowed.
15. LIABILITY
15.1 Neither the Good Tech Team nor its employees or agents will be liable to you in contract, tort (including negligence) or otherwise for any loss (whether direct or indirect) of profits, business, anticipated savings, or for any indirect or consequential loss or damage you suffer in relation to this Agreement.
15.2 Good Tech Team's maximum aggregate liability under or in connection with this Agreement and in relation to the Goods, Services and the Equipment, whether in contract, tort (including negligence) or otherwise is limited to the total amount actually paid by you to the Good Tech Team under this Agreement in the 6 months before the event giving rise to the claim.
15.3 If Equipment or Services do not comply with any warranty in this Agreement and Good Tech Team elects, at its sole discretion to replace them, you shall be liable for all parts, labour and travel costs.
16. REPOSSESSION
16.1 If you:
(a) suffer an Insolvency Event; or
(b) are in breach of any of your obligations under this Agreement or under any other contract or arrangement with Good Tech Team; or
(c) Good Tech Team considers that any Equipment it has sold you that you have not paid for or any leased Equipment is at risk,
Good Tech Team may, without prejudice to any other rights or remedies it has, repossess any Equipment or Goods that it has retained title to under clause 8.
17. Good Tech Team, its employees and agents may enter your premises or any premises that it reasonably suspects the Equipment or Goods is located at, and use reasonable force to do so, to enable it to take possession of the Equipment or Goods. You indemnify Good Tech Team for any liability in respect of damage caused in doing so.
18. TERMINATION
18.1 If a party suffers an Insolvency Event, or is in breach of any of its obligations under this Agreement and that breach:
(a) is material and cannot be remedied; or
(b) has not been remedied 20 Working Days after notice is given requiring the breach to be remedied,
then the other party may terminate this Agreement by notice in writing.
18.2 For the purposes of clause 18.1 a material breach shall include (without limitation) a failure by you to make any payment when due or to insure or maintain Rented Equipment in accordance with this Agreement.
18.3 You may to terminate any rental of Equipment at any time during the Term (other than during any minimum rental period) by giving 60 days' written notice.
19. CONSEQUENCES OF TERMINATION OR EXPIRY
19.1 On termination or expiry of this Agreement, you shall immediately:
(a) return any leased Equipment to Good Tech Team;
(b) cease using the Software;
(c) pay all amounts due and owing up to the date of termination or expiry, including default interest on any overdue payments, plus any Goods or Services supplied performed up to the date of such suspension or termination; and
(d) except in the case of termination by you for a material breach by Good Tech Team or termination for a Force Majeure, pay:
(i) all future Payments / Rent Payments that would otherwise become due over the remainder of the term. This is calculated by the Monthly Charge / the Rent Payments multiplied by the number of remaining months; and
(ii) an early termination fee of $350 or, if greater, the costs and expenses that the Good Tech Team has incurred in relation to early termination of this Agreement, including debt recovery costs, legal costs, repossession costs, repairing, storing and selling costs.
19.2 Termination or expiry of this Agreement is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination or expiry.
20. DISPUTE RESOLUTION
20.1 Any disputes between the parties under or in connection with this Agreement shall be discussed between the parties in good faith. If a party has any dispute in connection with this Agreement:
(a) that party shall promptly give full written particulars of the dispute to the other; and
(b) the parties shall promptly meet (including by phone or video conference) and use their best endeavours try to resolve the dispute.
20.2 If the parties are unable to resolve the dispute through discussion and negotiation within one month, then either party may agree to refer the dispute to arbitration by a single arbitrator agreed upon by the parties (or, failing agreement, nominated by the President of the New Zealand Law Society). Such reference shall be deemed to be a submission under the Arbitration Act 1996 and unless the parties otherwise agree the reference shall proceed in accordance with the provisions of that Act.
20.3 Each party shall bear its own costs relating to the resolution of any dispute, provided, the parties will share equally the costs or fees of any arbitrator (subject to any determination by the arbitrator to the contrary).
20.4 Pending resolution of the dispute, the parties shall continue to perform all their obligations under this Agreement except where it is impractical to continue performing such obligations, being the subject of the dispute, and in which case such obligations shall be suspended during the dispute.
20.5 Nothing in this clause 20 precludes Good Tech Team from exercising any right of repossession it has or precludes either party from taking immediate steps to seek urgent interlocutory or equitable relief.
21. YOUR CREDITWORTHINESS
21.1 Good Tech Team has entered into this Agreement in reliance on the representations you have made and information you have provided. You warrant that all such representations and information is true and complete. That information has been relied on by Good Tech Team in determining whether to enter into this Agreement, and that there are no facts or circumstances which have not been disclosed to the Good Tech Team, which would make that information untrue, inaccurate or misleading.
21.2 You agree Good Tech Team may make any enquiries regarding the credit or trading history of you, any guarantors and your officers, shareholders or principals, or any other enquiries it considers necessary for credit assessment and debt collection, and for that purpose may collect, hold, disclose and share such information with any bank, financial institution, lender, accountant, solicitor, advisor, credit reference agency or any other person any information including the details of you and/or such officers' shareholders or principals’ accounts or financial affairs. You request and authorise them to supply such information to Good Tech Team. You will ensure any individual to which such information relates consents to such collection by the Good Tech Team and is aware of their right to access and request correction.
21.3 All information provided by you or obtained by Good Tech Team will be held by Good Tech Team subject to the individual’s right of access to and request the correction of such information provided by the Privacy Act 2020. You shall ensure any individual to which such information relates consents to such collection by Good Tech Team and is aware of such right to access and request correction.
21.4 If the Good Tech Team at any time considers your credit risk to no longer be satisfactory, it may request you to provide additional security (e.g. a personal guarantee, a mortgage or security over all your present and after acquired property). If the requested security is not provided, the Good Tech Team may terminate this Agreement until sufficient security has been provided. All Good Tech Team's costs and expenses as a result of such suspension and any recommencement shall be payable by you upon demand.
22. NOTICES
22.1 Any notice or other communication under this Agreement will be made in writing and delivered by post, personal delivery or email to the addressee’s postal address, physical address or email address (as applicable). It will be deemed to be received, in the case of:
(a) a letter, on the 5th Business Day after posting;
(b) personal delivery, on receipt; and
(c) an email, at the time the email leaves the sender's communications system, provided the sender:
(i) does not receive an “out of office”, error message or other notification that the message has not been delivered; or
(ii) has obtained confirmation (orally, in writing or by an automated delivery receipt from the recipient's communications system), that the email has been delivered.
22.2 Your addresses for notices are set out on your Order Form (unless you advise otherwise in writing). Good Tech Team's addresses for notices are: 182 Spey Street, PO Box 1420, Invercargill; hellow@gootechteam.nz
23. GENERAL
23.1 Entire Agreement: This Agreement sets out the entire agreement between the parties relating to its subject matter and replaces any earlier representations, warranties, understandings and agreements (whether oral or written) between the parties regarding its subject matter.
23.2 Variations: Good Tech Team may vary these Terms from time to time. Changes will apply from when they are made at goodtechteam.nz You authorise the Good Tech Team to insert Equipment product descriptions, serial numbers and other identification data into your Order Form, plus any omitted matters of fact, after you have signed the Order Form. No other amendments to your Order Form or this Agreement will be effective unless made in writing and signed by both parties.
23.3 No assignment: You shall not directly or indirectly transfer or assign your rights, interests or obligations under this Agreement without Good Tech Team's prior written consent. A change in your ownership or control will be deemed to be an assignment for the purpose of this clause.
23.4 No waiver: No failure or delay by a party in insisting on the strict performance of this Agreement or to exercise any right under this Agreement will operate as a waiver of those matters. A waiver will not be effective unless it is in writing. A waiver of any breach will not be a waiver of any other breach.
23.5 Force majeure: Good Tech Team shall not be liable for any delay or failure to perform any of its obligations that is caused or contributed to by a Force Majeure Event. Promptly following the Force Majeure Event, the parties shall discuss in good faith what actions should be taken to avoid further delay or failure to perform obligations. If no agreement is reached and the Force Majeure Event materially affects Good Tech Team's ability to meet its obligations under this Agreement for more than 2 months, Good Tech Team may terminate this Agreement by written notice to you.
23.6 No agency: Nothing in this Agreement creates a partnership, joint venture, employment relationship or agency between the parties. No party has any authority to bind another party, unless expressly permitted to in this Agreement.
23.7 Further acts: The parties shall take all actions and sign all documents necessary to give effect to the provisions of this Agreement.
23.8 Set off: The Good Tech Team may set off any money it owes you and against any money you owe the Good Tech Team.
23.9 Severability: If any part of this Agreement is held by any court or administrative body of competent jurisdiction to be illegal, void or unenforceable, that will not impair the enforceability of the remaining parts of this Agreement, which will remain in full force, and the relevant provision will be deemed to be modified to the extent necessary to render this Agreement legal, valid, and enforceable.
23.10 Survival: The confidentiality, intellectual property and limitation of liability clauses in this Agreement, and any other clauses which by their nature are to continue beyond the expiry or termination of this Agreement, survive beyond the expiry or termination of this Agreement.
23.11 Counterparts: Order Forms may be signed in separate counterpart copies (including scanned and other electronic copies). When each party has signed a copy (including by electronic signature inserted via electronic signing software or any other means that complies with Part 4 of the Contracts and Commercial Law Act) and delivered it to the other party, the separately signed documents when brought together will constitute a binding and enforceable agreement between the parties.
Schedule - Service Agreement / Meterplan Terms
This Schedule applies where the Service Details on the Order Form have been completed or where you have equipment serviced by Good Tech Team.
If you do not require any equipment to be serviced, but request the SMTP2GO service or any other service from Good Tech Team, then this Schedule will only apply in relation to that service.
1. Definition of Equipment
1.1 In this Schedule Equipment shall have an extended meaning to also include any other equipment that Good Tech Team agrees to service.
2. Maintenance Obligations
2.1 Good Tech Team will, during normal working hours (currently 8.30 am to 5 pm Monday to Friday each week but excluding local and public holidays):
(a) service (inspect, adjust and repair) the Equipment;
(b) replace parts necessary for the efficient working of the Equipment; and
(c) provide consumable supplies, other than staples and output material, without further charge (other than for delivery of such supplies),
within a reasonable time of you requesting Good Tech Team to do so. However Good Tech Team shall only be required to do so if you have:
(d) performed your obligations under this Agreement;
(e) reported the fault or malfunction promptly;
(f) allowed Good Tech Team reasonable access to the Equipment to provide routine and/or preventative maintenance;
(g) not made any modification or addition to the Equipment or changed the location of the Equipment or any accessories attached to the Equipment without Good Tech Team’s prior written consent;
(h) not accidentally, negligently or wilfully damaged the Equipment;
(i) in Good Tech Team’s opinion, operated the Equipment in accordance with the manufacturer’s operating procedures;
(j) in operating the Equipment only used consumables purchased from or approved in writing by Good Tech Team;
(k) not used other items in the operation of the Equipment which do not meet the manufacturer’s specifications; and
(l) not had the Equipment serviced by anyone other than Good Tech Team or by someone approved in writing by Good Tech Team.
2.2 After Hours Service: Good Tech Team is not obliged to provide maintenance services or consumables outside of normal working hours. If Good Tech Team, at its discretion, does provide maintenance services or consumables outside of normal working hours, your will be charged at Good Tech Team's after hours rates.
2.3 Charges Where Breach: You shall pay for any additional maintenance or other services that are required because you have failed to comply with this Agreement.
2.4 Location of Equipment If you change the location of any of the Equipment, Good Tech Team may increase the charges if additional costs are incurred as a result of the change in the location. You shall in any event notify Good Tech Team in writing prior to a change in the location of any of the Equipment.
3. Meters
3.1 A black machine has one black meter. A colour machine has one black meter and one colour meter. A black meter counts black prints and a colour meter counts Colour Prints. For both meters one A4 print is one count.
3.2 On the advised Working Day each month during the Term, you shall provide Meter Readings (being the number of Copies produced by the Equipment as evidenced by the black and/or colour counting meter(s) on each item of Equipment) to Good Tech Team for each item of Equipment and, if applicable, scan counter readings (including black and colour) in respect of the Equipment.
4. Cost Per Print
4.1 The Meterplan cost per black print is charged at the “Black cost per A4 print” rate on the Order Form and the meterplan cost per colour print is charged at the rate on the Order form (each as amended from time to time).
5. Charges
5.1 You shall pay the following charges to Good Tech Team:
(a) a monthly meter plan usage charge for the maintenance services in respect of each machine, such charge being the sum of (i) the amount calculated by multiplying the number of black prints made in the month by the Meterplan cost per black print; and (ii) the amount calculated by multiplying the number of colour prints made in the month by the Meterplan cost per colour print. The number of prints will be determined from the machine’s meters;
(b) for Equipment that is scanning capable, an additional monthly charge for each such machine as set out on the Order form (each as amended from time to time);
(c) for staples deliveries, staples will be charged at the price advised by Good Tech Team at the time and will be payable per delivery;
(d) a handling charge set by Good Tech Team for each delivery of consumable supplies, including staples and will be payable per delivery;
(e) where the SMTP2GO service is provided, an annual fee for that service as advised by Good Tech Team from time to time;
(f) any technical phone support may incur a charge (minimum quarter hour);
(g) a call out fee will be charged to any service call not covered by the Standard Customer Service Agreement; and
(h) any other amounts payable under this Agreement.
6. Minimum Charge
6.1 You shall pay a minimum monthly meter plan usage charge for each machine. The minimum monthly charge is stated on your Order Form.
7. SMTP2GO Service
7.1 At your request, Good Tech Team will provide the SMTP2Go service, which enables you to scan documents from a scanning capable machine to your nominated email address. When using this service, you shall comply with any technical requirements specified by Good Tech Team. Good Tech Team is not responsible for loss of any scanned document or for any failure in the SMTP2Go service to deliver the scanned document to your nominated email address due to failures in third party networks.