This MSA establishes the foundation of our partnership, outlining the scope of services, mutual responsibilities, payment terms, confidentiality, liability limits, dispute resolution, and termination provisions. It ensures a clear and transparent relationship while defining how we will collaborate to drive efficiency and innovation in your business. Dynamic IT is committed to delivering all services to professional standards, fully compliant with New Zealand laws and industry best practices. Any future Service Agreements will fall under the terms of this MSA.

Below is a summary of the key sections of the MSA to help you better understand its terms.

General Requirements

This section addresses the IT infrastructure (Environment) managed by Dynamic IT under the MSA. Any modifications to the Environment require prior approval to avoid potential delays or additional costs. To facilitate effective service delivery, certain software agents may need to be installed and you are prohibited from tampering with, disabling, or interfering with these agents.

Both parties are also required to maintain appropriate insurance coverage, including cyber liability insurance.

Client Responsibilities

You are required to provide accurate and up-to-date information, maintain a secure IT environment, and comply with any technical requirements specified by Dynamic IT. Additionally, it is your responsibility to ensure that all software within your Environment is properly licensed and genuine, as Dynamic IT cannot support or operate on unlicensed or unauthorised systems.

Fees and Payment Terms

Invoices are issued monthly and are payable by the 20th of the month following the invoice date. Annual fee increases aligned with the Consumer Price Index apply, as well as adjustments for other external factors (e.g., third-party costs). Non-payment may result in service suspension, and interest will accrue on overdue amounts.

Liability and Indemnity

The parties limit their liability for indirect, consequential, or special damages and indemnify each other for all losses, damages, costs, expenses, or liabilities, including reasonable legal fees, arising out of or related to any breach of the MSA, any acts or omissions, or any claims made by third parties.

Termination

Either party can terminate the MSA for cause (e.g., breaches, insolvency) following a 30 day cure period . If you terminate the MSA without cause, you will be required to pay a termination fee to cover reasonable costs incurred.

Confidentiality

Both parties are required to protect each other’s confidential information. Upon termination of the MSA, confidential information will be returned or securely destroyed.

Data Protection and Privacy

Dynamic IT takes data protection seriously, implementing robust cybersecurity measures to safeguard your information. While we strive to ensure security, no system is entirely immune to breaches. As such, you are also responsible for maintaining the security of your systems, including the use of firewalls, antivirus software, and other necessary safeguards.

Intellectual Property

While each party retains ownership of their pre-existing intellectual property, any materials, software, or tools we create for your use during the term of the MSA remain our property unless explicitly transferred. You are granted a license to use these deliverables for your business operations.

Third Party Products and Services

Our services may rely on third party products or services. We are not responsible for issues arising from these third parties, but we will assist with troubleshooting as needed, at additional cost. If you terminate the MSA but have active third party subscriptions, you are still responsible for those costs for the remainder of their term.

Procurement

We can source hardware, software, or third-party services for you, but all quotes must be approved before becoming binding orders. Prices and availability may change, and some items may require full upfront payment and be non-returnable, with risk passing to you on delivery. Manufacturer terms and warranties will apply to any goods or software supplied.

Dispute Resolution

Disputes are resolved through negotiation, mediation, or arbitration before legal proceedings are pursued. Both parties agree to cooperate in good faith to reach amicable resolutions.

Miscellaneous Provisions

This section covers essential operational terms, such as compliance with New Zealand laws, non-solicitation and handling force majeure events (e.g., natural disasters).

Questions and Clarifications

We encourage you to review the MSA thoroughly. If you have any questions or need clarifications about the inclusions, please reach out to Mike Collis directly. Our goal is to ensure the agreement aligns with your expectations and strategic objectives.

This Master Services Agreement (“Agreement”) is between Dynamic IT Limited (NZBN 9429032784831) with an office at 270 Great North Road, Grey Lynn, Auckland 1021 (“Service Provider”, “we”, “us”, “our”); and «Legal_Entity_Name» (NZBN «NZBN_#») with an office at «Full_Address»,  the entity who signs this document (“Client”, “you”, “your”).

This Agreement sets out the terms under which the Service Provider will provide the Services (as defined) to the Client.

This Agreement begins on the Effective Date. By signing below, the Parties agree to the terms of this Agreement in its entirety.

This Agreement shall remain in effect as long as we provide Services to you, including under any statement of work or similar document, unless terminated earlier in accordance with the terms of this Agreement.

2.1 Scope of Services

This Agreement governs all Goods and Services we provide to you.

The specific Services, and agreed service levels, will be detailed in a Service Agreement. Each Service Agreement, once mutually agreed upon by both Parties, will be governed by this Agreement.

2.2 Order of Precedence

In case of any conflict between a Service Agreement and this Agreement, the Service Agreement will prevail, except in matters concerning warranties, indemnities, liability limits, confidentiality, intellectual property, dispute resolution, or termination, where this Agreement will control unless expressly stated otherwise in the Service Agreement.

3.1 Environment

You must not modify, move, or install software on the Environment without our prior written approval. Any Services needed to fix issues caused by your unauthorised changes are out-of-scope and not covered under any Service Agreement.

3.2 Software Requirements

All software in the Environment must be genuine and licensed. You must provide proof of licensing upon request. If we specify minimum hardware or software requirements in a Service Agreement, you must implement and maintain them throughout the Service term. We do not knowingly work on unlicensed software but can assist you with purchasing if needed.

Some Services require the installation of Software Agents within the Environment. You must not remove, disable, bypass, or interfere with these Software Agents unless we explicitly direct you to do so.

You indemnify, defend, and hold us harmless from any liability arising from your failure to comply with this clause.

3.3 Updates

Updates and patches for hardware and software are created and distributed by third parties (such as equipment or software manufacturers). Where available, we will periodically install updates within the Environment, following the manufacturers’ guidelines. However, (i) we do not warrant or guarantee the performance of any update, (ii) we are not liable for any downtime or losses caused by the installation, use, or inability to use any update, and (iii) we may withhold an update if we reasonably determine it is incompatible with the Environment’s configuration or does not significantly improve its features or functionality.

If we withhold an update that addresses a known critical security vulnerability, we will notify you. Any decision by us to withhold an update will not expand our liability, and our liability (if any) remains subject to the exclusions and limitations set out in this Agreement.

3.4 Client Responsibilities

The Client must, at no cost to the Service Provider:

(i) fulfil all obligations under this Agreement and any Service Agreement;

(ii) conduct business in a courteous and professional manner with the Service Provider, and its Personnel;

(iii) comply promptly with the Service Provider's reasonable directions regarding the Services;

(iv) be responsible for any Client Personnel who have access to the Services;

(v) use the Services only for the purpose specified in this Agreement, and not permit any use for unauthorised purposes, which includes:

a. attempting to access, modify, or disrupt any service, system, or infrastructure not expressly authorised;

b. distributing unsolicited advertising, spamming, or propagating harmful code;

c. infringing third-party intellectual property rights or violating any law.

(vi) provide all necessary information, facilities, services, and assistance required by the Service Provider to deliver the Services, including diagnosing any issues within the Client’s Environment;

(vii) promptly inform the Service Provider of any changes that may materially affect the Services or their provision;

(viii) promptly notify the Service Provider of any deficiencies in performance of Services under this Agreement and to take all reasonable steps to mitigate the impact of such deficiencies;

(ix) refrain from altering, tampering with, or repairing the Services, or appointing a third-party to do so;

(x) comply with all applicable laws and regulations regarding the use of the Services; and

(xi) promptly notify the Service Provider if unable to comply with any requests, explaining the reasons and suggesting alternatives to enable the continued provision of Services.

3.5 Vendor Authorisation

You must ensure that we are authorised to liaise with external vendors as needed to provide the Services, including but not limited to your internet service provider, web hosting provider, and domain hosting provider. If authorisation is missing, we may charge for time spent obtaining it. You must maintain authorisation for new vendors as relationships commence.

3.6 Advice

We may provide Advice from time to time, which may require additional purchases or investments at your expense. Unless otherwise stated in an Service Agreement, Services needed to remediate issues caused by your failure to follow our Advice are out of scope and not included in the Fees, and we may charge additional Fees for any resulting diagnostics, repairs, or remediation. Any Advice is provided in good faith based on the information available to us at the time. Our liability for Advice is subject to the exclusions and limitations set out in this Agreement. You acknowledge that our Advice is not legal, financial, or other professional advice, and we accept no responsibility for reliance placed on it beyond the scope of the Services. If we reasonably determine that failure to follow our Advice makes the Services uneconomic or technically unreasonable to provide, we may terminate the relevant Service Agreement for cause. Where we recommend third party Goods or Services, such recommendations form part of our Advice and are also provided in good faith. While we may assist with procurement, implementation, or configuration, we do not warrant or guarantee the suitability, performance, or compatibility of any third party Goods or Services. Responsibility for their performance rests solely with the relevant provider, and we are not liable for any issues arising from those Goods or Services, whether or not they were recommended or implemented by us.

3.6.1 Client Assumed Risk for Declined Security Measures

If we provide Advice on any security, backup, or protection measures (including hardware, software, configurations, or managed Services) and you choose not to implement them, delay implementation beyond a reasonable timeframe, or disable or interfere with them after deployment, you acknowledge and accept all associated risks. We are not liable for any Security Breach, data loss, business interruption, or other incident that could have been prevented or mitigated by the declined or altered measures. Any investigation, remediation, or recovery work arising from such incidents will be billed at our then-current rates. This clause does not limit our liability for incidents caused by our gross negligence, wilful misconduct, or breach of law.

3.7 Authorised Contact(s)

At the start of this Agreement, the Client must appoint at least one (1) Authorised Contact to act on its behalf in all matters related to the Services. This person remains in place until the Client notifies us of a replacement. The Client must ensure the Authorised Contact is reasonably available to us at all times.

3.8 Ownership of Goods

All Goods supplied by the Service Provider remain its property until fully paid, unless provided under a lease or licence, in which case ownership does not transfer. Until title passes (or where no title transfer occurs), the Client holds the Goods on trust and as bailee for the Service Provider.

Security Interests related to the Goods, including rights under the Personal Property Securities Act 1999, are set out in clause 5.13.

3.9 Insurance

Each Party must maintain any insurance required by law. The Parties may also agree in writing to take out additional insurance that is reasonably necessary to manage their respective risks and obligations under this Agreement. This may include, without limitation, public liability insurance, professional indemnity insurance, or cyber liability insurance.

However, if the Service Provider supplies the Client with any Goods or software under this Agreement, the Client must maintain insurance sufficient to cover their full replacement value while they are in the Client’s possession or control, until title passes or the Goods are returned to the Service Provider.

3.9.1 Proof of Additional Agreed Insurance

If the Parties have agreed in writing that specific insurance coverage is required in relation to the Services, the Client must provide satisfactory proof that such coverage is in place prior to the commencement of Services.

If the Client does not maintain one or more of the agreed-upon insurance policies, the Client must, before the commencement of Services:

(i) confirm in writing that it assumes the associated risks; and

(ii) acknowledge in writing that it waives any right to seek recourse from the Service Provider, its affiliates, or its insurers for any claim, loss, or damage arising from the absence of such coverage—except where such claim arises from the Service Provider’s gross negligence, wilful misconduct, or breach of applicable law.

Either Party may, during the term of this Agreement, request reasonable proof that the other maintains any required or agreed-upon insurance coverage. The requested Party must provide such proof, or a written explanation of any missing coverage and assumed risk, within ten (10) business days.

3.9.2 Notice of Changes

Each Party agrees to notify the other in writing at least thirty (30) days prior to any cancellation, modification, or lapse in the required insurance coverage.

3.9.3 No Limitation of Liability

The insurance requirements set forth herein are not intended to and shall not be construed to limit or modify any of the liabilities or obligations assumed by either Party under this Agreement.

3.10 Compliance with Laws

Each Party must comply with all laws and regulations directly applicable to the performance of its obligations under this Agreement.

You agree to grant us and our vendors 24x7 access to the Environment to monitor, diagnose, manage, communicate with, retrieve information from, and otherwise access it as needed to provide the Services. Our right to monitor, diagnose, or manage the Environment does not create any obligation for us to do so unless expressly stated in an Service Agreement.

You are responsible for securing, at your expense and before Services begin, all rights of entry, licences, permits, or other permissions needed for us to deliver the Services physically and virtually.

You must maintain proper and safe environmental conditions at all times. We are not required to provide Services under conditions that pose health or safety risks or require extraordinary or non-standard efforts.

We are not liable for delays or failures caused by your denial of full access to the Environment, your Personnel, or your premises. If access is obstructed, we may bill you for additional time needed to gain access.

You agree to pay the Fees described in each Service Agreement. If no Fee schedule is included, you shall compensate us on an hourly basis according to our prevailing standard hourly rate, or as otherwise directed by us.

5.1 Schedule

All Fees shall be payable in New Zealand Dollars.

Fees for the Services will be invoiced monthly and all invoices shall be paid by the Client on or before the due date, being no later than the 20th of the month following the date of the invoice (“Due Date”).

5.2 Deposits and Security

We may require you to pay us in advance, pay a deposit, or provide a guarantee or other form of security as a condition of supplying Goods or Services. We are under no obligation to commence performance of the Services or supply of Goods until we receive any required upfront payment or security, including as specified in an Service Agreement.

5.3 Calculation of Time Increments

Where charges are based on time increments (e.g., 1 hour or 30 minutes), the applicable rate will be applied to the entire increment, even if work was only performed for part of the increment.

5.4 Expenses

Unless otherwise specified in an applicable Service Agreement, the Client shall reimburse the Service Provider for all reasonable and necessary out-of-pocket expenses incurred during the performance of the Services. The Service Provider shall substantiate such expenses with appropriate documentation if requested by the Client.

5.5 Material Assumptions and Change Control

The Services under this Agreement and any Service Agreement are based on the assumptions and information available to the Service Provider at the time of execution. If, during the term, any of those assumptions materially change — including changes to the Client’s Environment, infrastructure, user numbers, business requirements, or overall scope of Services — the Service Provider may initiate a change control review and provide an impact analysis. Material changes are changes to the baseline conditions used to scope and price the Services, and may affect pricing, delivery timelines, or the feasibility of the Services. All agreed changes will be documented in writing, signed by both Parties, and will automatically form part of this Agreement and any Service Agreement. All additional costs arising from such changes will be borne by the Client.

5.6 Moves, Adds, Changes

The Client may request specific operational changes to the Services at any time, including moves, adds, or modifications. Any such request must be approved by the Service Provider before implementation. These changes are separate from any material changes under clause 5.5 and generally relate to day-to-day Service adjustments. All approved changes will be documented in a new Quote issued by the Service Provider, and will automatically form part of this Agreement and any Service Agreement upon the Client’s acceptance—whether by written confirmation, email, or payment. Any resulting adjustments to scope, pricing, or timeframes will be confirmed to the Client, and all additional costs arising from changes under this clause will be borne by the Client.

5.7 Variable Usage Charges

Charges for user-based Services and third-party cloud subscriptions may vary from month to month based on actual usage, changes to vendor pricing, or adjustments identified under clause 13.3. Any such adjustments will be automatically reflected in the next monthly billing cycle without the need for prior Quote approval.

5.8 Annual Fee Increase

We may adjust Fees annually on the anniversary of this Agreement in line with changes to the Consumer Price Index (CPI) published by Statistics New Zealand. Adjusted rates will not be lower than previous rates and will remain in effect until the next adjustment. You agree that this CPI-based increase is not a material alteration to the Agreement and is not grounds for termination.

This adjustment does not apply to certain pass-through Services, including Office 365, which may be subject to separate price increases in line with the respective vendor’s pricing structure and notice requirements.

5.9 Fee Adjustments

We may vary Fees from time to time due to external factors beyond our control, including but not limited to market changes, cost variations, currency fluctuations, and freight charges. You will receive at least thirty (30) days’ prior written notice of any adjustment. This right is separate from the Annual Fee Increase in clause 5.8. You may review and discuss adjustments with us during the notice period.

5.10 Non-Refundable Fees

All Fees paid under this Agreement, including any Fees paid in advance, are non-refundable, regardless of any termination or suspension of Services, except as otherwise required by applicable law.

5.11 Taxes

You are responsible for all freight, insurance, and taxes or governmental fees associated with the Services. Should you qualify for a tax exemption, you must provide us with a valid certificate of exemption or other appropriate proof.

5.12 GST

Unless stated as 'GST inclusive,' any price for a supply under this Agreement does not include GST, meaning GST will be

added to the amount. If the supply is taxable, the Service Provider can charge the Client an additional amount for GST, calculated by multiplying the price by the current GST rate. The Client must pay the GST amount at the same time as the original price, provided the Service Provider has issued a valid tax invoice.

5.13 Personal Property Securities Act

This clause constitutes a security agreement for the purposes of the Personal Property Securities Act 1999 (“PPSA”), and the Client acknowledges that the Service Provider may register a security interest in any Goods supplied under this Agreement.

The Client agrees to:

(i) promptly sign any documents and do all things necessary to assist the Service Provider to register, perfect, and enforce its security interest;

(ii) not permit any third-party to create or register a security interest over the Goods without the Service Provider’s prior written consent;

(iii) keep the Goods separate and clearly identifiable as the Service Provider’s property.

The Client grants the Service Provider the right to enter any premises where the Goods are stored to inspect or recover them in the event of default or insolvency, provided such entry is lawful.

To the extent permitted by law, the Client waives its rights under sections 114(1)(a), 116, 120(2), 121, 125, 129, and 131 of the PPSA and agrees that the Service Provider is not required to provide any notices or obtain the Client’s consent before exercising its rights under the PPSA.

The Client must not change its name or details on the Personal Property Securities Register without providing at least ten (10) Business Days’ prior written notice to the Service Provider.

5.14 Insolvency and Change of Control

You must notify us immediately if you suffer an event listed in clause 8.2(i)–(ii). On the occurrence of such an event, all Fees and other amounts you owe us under this Agreement, whether or not yet due for payment, will become immediately due and payable.

You must also notify us promptly of any material change in your effective management or ownership. Following such a change, we may review your creditworthiness and may require you to provide a deposit, guarantee, or other form of security as a condition of continuing to provide the Services.

5.15 Non-Payment

Fees that remain unpaid after the Due Date will incur interest on the outstanding amount until payment is received, at the lower of 2% per month or the maximum allowable rate of interest under applicable law.

We reserve the right to immediately suspend part or all of the Services without further notice, if any undisputed Fees are not received by the Due Date. Monthly or recurring charges will continue to accrue during any suspension period. The Client acknowledges that the Service Provider shall not be liable for any loss, damage, or costs incurred by the Client, directly or indirectly, as a result of such suspension, including but not limited to delays, data loss, or business interruptions.

5.16 Underpayments or Overpayments

If an invoice is found to be incorrect after payment, any underpayment or overpayment will be recoverable by or from the Service Provider, as applicable. In the case of an overpayment, the excess amount will be set off against future amounts due by the Client under this Agreement.

5.17 Fee Disputes

Any Fee disputes must be resolved through the dispute resolution process outlined in clause 18. The Client waives its right to dispute any Fee if it does not initiate the dispute resolution process on or before the Due Date for payment of the relevant invoice.

6.1 Exclusion of Warranties

To the maximum extent permitted by law, your use of the Services (which includes the contents thereof and any storage or use of information) is at your sole risk.

The Services are provided on an ‘as is’ basis. Except as expressly stated in this Agreement or any Service Agreement, and to the extent permitted by New Zealand law, all warranties, terms, and conditions (including, without limitation, warranties and conditions as to fitness for purpose and merchantability) implied by legislation or otherwise, are excluded.

6.2 Warranties

Each Party represents and warrants to the other that:

(i) it has the full legal capacity and authority to enter into this Agreement;

(ii) it possesses all necessary licenses and consents required to enter into and perform its obligations under this Agreement;

(iii) entering into this Agreement will not result in a breach of any existing agreements with third parties; and

(iv) this Agreement is executed by individuals who have been duly authorised to bind the respective Parties.

The Service Provider warrants that the Services shall be performed:

(v) by Personnel appropriately qualified and/or experienced and in a professional and competent manner;

(vi) in accordance with the terms of this Agreement and any applicable Service Agreement; and

(vii) in line with accepted industry standards.

6.3 Statutory Guarantees and Non-Excludable Rights

Nothing in this Agreement excludes, restricts, or modifies the statutory guarantees, or any condition, warranty, right, or remedy conferred on either Party by New Zealand law that cannot be excluded, restricted, or modified by agreement.

6.4 Liability Limitations

6.4.1 Limitation of Liability

To the extent permitted by law, neither Party is liable for any indirect, special, exemplary, consequential, or punitive damages, including but not limited to lost revenue, lost profits (except for Fees owed to the Service Provider), loss of savings, loss of goodwill, reputation or business opportunity,or other indirect or contingent economic losses arising from or related to this Agreement, any Service Agreement, or the Services provided, nor for any data loss, Security Breaches, Data Breaches, or Service interruptions, or for any delays in furnishing Services, even if advised of the possibility of such damages.

Nothing in this Agreement shall exclude or limit liability for:

(i) death or personal injury, to the extent not covered by the Accident Compensation Act 2001;

(ii) fraud or fraudulent misrepresentation;

(iii) damages arising from the gross negligence, or wilful misconduct of the Party seeking to limit its liability; or

(iv) any other liability that cannot be excluded or limited under applicable law.

Each Party’s liability shall be proportionately reduced to the extent that the claim arises from, or is contributed to by, the other Party’s actions, omissions, or failure to comply with its obligations under this Agreement.

6.4.2 No Personal Liability

The Client acknowledges and agrees that its rights and remedies in respect of the Services are solely against Dynamic IT Limited To the maximum extent permitted by law, no director, officer, employee, or agent of Dynamic IT Limited will have any personal liability to the Client, whether in contract, tort (including negligence), statute, equity, or otherwise, except in cases of fraud, wilful misconduct, or liability that cannot lawfully be excluded.

6.4.3 Aggregate Liability

Except for these enumerated exceptions, the total liability of the Service Provider for damages from any and all claims arising out of or related to this Agreement, regardless of the action's form (whether in contract, tort (including negligence), indemnification, or otherwise), including the breach of a condition or warranty that cannot be excluded, restricted, or modified by law, shall be limited to:

(i) for breaches of non-excludable warranties related to Goods, the replacement or repair of the Goods, or payment of the cost of replacement or repair;

(ii) for breaches of non-excludable warranties related to Services (excluding service level failures), the re-supply of the Services or the payment of the cost of re-supply; or

(iii) for all other claims, the Service Provider's total liability shall be limited to the total Fees paid by the Client for the specific Service related to the claim (excluding hard costs for licenses, hardware, etc.) during the twelve (12) months immediately preceding the date on which the cause of action accrued.

The limitations in this paragraph do not apply to (i) reasonable legal fees awarded to a prevailing Party, (ii) the Client's indemnification obligations, and (iii) amounts due under the non-solicitation provision of this Agreement.

6.4.4 Specific Limitations of Liability

In addition to the above limitations, the Service Provider shall not be liable for any damages, losses, or claims arising from:

(i) failure to follow our Advice;

(ii) provision of inaccurate or incorrect information;

(iii) unauthorised modifications to the Environment or Services;

(iv) use of non-compliant or unlicensed hardware or software within the Environment;

(v) unauthorised use of software or any breach of software licences for software provided by you for installation;

(vi) failure to back up data properly, or interference with any backup systems or processes we implement;

(vii) failure to secure systems, including but not limited to inadequate passwords, unpatched software, or unsecured Devices;

(viii) Security Breaches resulting from failure to implement recommended security measures; and

(ix) errors or omissions in the operation or management of the Environment or Services.

6.4.5 No Guarantee of Permanent Resolution

You acknowledge that due to technology changes, software dependencies, hardware limitations, and external factors, issues that were previously resolved may reoccur. We do not guarantee that a resolved issue will not arise again due to factors beyond our control, such as software updates, third-party changes, user actions, or environmental factors.

If an issue recurs and is found to result from our incomplete or incorrect resolution, we will reattempt resolution at no additional charge, provided you notify us within seven (7) days of the original resolution. Otherwise, additional work will be billed as a new service request at the applicable rates.

6.5 Survival

The provisions of this clause will survive any termination of the Agreement.

The Client indemnifies and holds harmless the Service Provider and Personnel from and against all liabilities, losses, damages, and costs (including reasonable legal fees) arising from any claims by any person (including third parties who access or use the Goods or Services through the Client’s business) in connection with:

(i) any breach of third-party intellectual property rights by the Client or its Personnel;

(ii) any breach of this Agreement by the Client;

(iii) any unauthorised use, loss, damage, or alteration of Client data;

(iv) any negligent, wilful, fraudulent, or criminal act or omission by the Client or its Personnel; or

(v) any use or misuse of the Goods or Services by the Client or its Personnel.

The Client shall promptly notify the Service Provider of any claim for which indemnification is sought. The Service Provider may control the defence and resolution of such claims at its sole discretion, with the Client responsible for all reasonable costs associated with the defence.

This Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. Each Service Agreement will have its own term and shall be terminated only as specified herein. The termination of one Service Agreement shall not, by itself, cause the termination of this Agreement or affect the status or progress of any other Service Agreement between the Parties.

8.1 Termination Without Cause

Either Party may terminate this Agreement or any Service Agreement by providing thirty (30) days’ written notice.

Any rights and obligations on early termination of ad hoc Services, including any applicable Fees, will be governed by the relevant Service Agreement.

If you terminate during a fixed term, you will be required to pay the early Termination Fee set out in clause 8.3.2.

We may also cancel this Agreement at any time before Services commence if we determine that providing the Services is not technically, commercially, or operationally feasible, by notifying you in writing.

8.2 Termination for Cause

Notwithstanding any other provisions expressed or implied in this Agreement, either Party may immediately terminate this Agreement or the relevant Service Agreement by providing written notice to the other Party in the event that the other Party:

(i) goes into liquidation (other than a voluntary liquidation for the purpose of amalgamation or reconstruction) or receivership or becomes insolvent or enters into an agreement or composition with its creditors;

(ii) becomes subject to bankruptcy, dissolution, or any similar event affecting its ability to fulfil its obligations under this Agreement;

(iii) is subject to a force majeure event, as defined in clause 19.16, that continues for more than ninety (90) days;

(iv) commits any breach of this Agreement or of a Service Agreement and fails to remedy that breach within thirty (30) days after receiving notice from the other Party requiring the breach to be remedied.

8.2.1 Client Activity as a Basis for Termination

If (i) Client-supplied equipment hardware, software, or any actions undertaken or not taken by you cause malfunctions to the Environment requiring remediation by us on three (3) or more occasions, and you fail to resolve the issue as directed, or (ii) you or any of your Personnel, or representatives engage in behaviour that makes it impractical or unreasonable for us to provide the Services, we may terminate this Agreement or the applicable Service Agreement for cause with fourteen (14) days written notice, or amend the Service Agreement to exclude coverage for the malfunctioning items.

8.3 Consequences Upon Termination

8.3.1 Cessation of Service Access

On termination, your right to use the Services ceases immediately.

8.3.2 Early Termination Fee

If we terminate this Agreement or an Service Agreement for cause, or you terminate without cause before the end of a fixed term, you must pay an early Termination Fee equal to 50% of the remaining Fees due for the rest of the term.

This Termination Fee is payable in addition to, and not in duplication of, any repayment of discounted or waived Fees under clause 8.4 and any amounts payable for term-based Goods or Services under clause 8.5.

The Termination Fee reflects the actual and reasonable costs and commitments incurred by us in reliance on this Agreement and any Service Agreement, including licensing, provisioning, and volume pricing. It will be included in the final invoice and is payable in accordance with the payment terms of this Agreement. If pricing has changed during the term, the Termination Fee will be based on the higher of the original Proposal or your most recent invoice.

8.3.3 Outstanding Payments and Accrued Costs

You must continue all scheduled payments, including outstanding amounts, for all work, purchases made on your behalf, and expenses incurred up to the termination date.

8.3.4 Continuation of Service Agreements

If this Agreement terminates, the Parties may agree in writing that any current Service Agreements remain in effect until their term ends. In that case, the terms of this Agreement continue to apply unless otherwise agreed in writing.

8.3.5 Survival and Accrued Rights

Termination or expiry does not affect rights or liabilities that accrued before termination or any provision that expressly or by implication survives termination. Any rights and obligations under a Service Agreement that continue after termination remain in effect until that Service Agreement is complete.

8.4 Repayment of Discounted Fees

If you received a price discount or Fee waiver based on a minimum commitment term, and we terminate for cause or you terminate without cause before the end of the term, you must repay the value of any discounts or waived Fees. This is calculated as the difference between the discounted rates you paid and the standard rates that applied when the Services were delivered, from the start date of the Service Agreement to the termination date.

This repayment is in addition to, and not in duplication of, the Termination Fee under clause 8.3.2, and reflects a separate component of our reliance on the agreed term.

8.5 Liability for Term-Based Services

If you terminate this Agreement or any associated Services before the end of their term, you remain liable for all amounts payable under any term-based agreements we procured on your behalf. This includes, but is not limited to, software licences, subscriptions, telecommunications services, or network solutions or any other third-party Services with a minimum commitment period. We may pass on any termination-related Fees, such as early termination fees, transfer charges or outstanding charges. These obligations survive termination of this Agreement.

8.6 Mutual Consent

The Parties may mutually agree in writing to terminate a Service Agreement or this Agreement at any time.

8.7 Licensed Equipment and Software Removal

Any Goods or software we provide that are leased or licensed (not sold or transferred) must be returned or made accessible for removal upon termination. You must allow us access during normal business hours for this purpose. If access is denied, or if any Goods or Service Provider-supplied software are missing or damaged (beyond fair wear and tear), we may invoice you for the full replacement value, which is payable immediately. This clause applies only to leased or licensed items and excludes Goods intended for purchase.

8.8 Transition

If you request our assistance to transition away from our Services, we will provide such assistance if (i) all Fees due to us are paid in full prior to our assistance, and (ii) you agree to pay our then-current hourly rate for such assistance, with up-front amounts as we may require.

8.9 Data Retention

Unless stated otherwise in a Service Agreement, we have no obligation to retain any Client data beyond thirty (30) days after termination. This includes backups, which will be deleted after that period unless you notify us in writing before expiry that you intend to take ownership of or migrate the data. You agree to hold us harmless and indemnify us against any claims, costs, fees, or expenses arising from or related to the deletion of your data beyond this specified timeframe.

9.1 Use

The Receiver agrees to maintain the confidentiality of the Discloser’s Confidential Information and not to use or disclose such information to any third-party, except as expressly permitted in writing by the Discloser or as necessary to fulfil the Receiver’s obligations under this Agreement.

The Receiver must ensure that its Personnel, or representatives who have access to the Discloser’s Confidential Information are bound by written confidentiality obligations that are at least as stringent as those contained in this Agreement.

9.2 Due Care

The Receiver shall exercise the same level of care to protect the Discloser’s Confidential Information as it uses to safeguard its own confidential and proprietary information, which must be at least a commercially reasonable standard of care. If the Parties later enter into an agreement covering Confidential Information (e.g., a business associate agreement), the agreement with the higher confidentiality standards will apply.

9.3 Compelled Disclosure

If legally required to disclose Confidential Information, the Receiver must promptly notify the Discloser in writing to allow the Discloser to seek a protective order or other remedy. The Receiver will assist, at the Discloser’s expense, in obtaining such protection. If no protective order or waiver is obtained, the Receiver may disclose only what legal counsel advises is legally required. The Receiver must take reasonable steps to minimise any harm or data protection risks.

9.4 Return or Destruction of Information

Upon termination of this Agreement or on the Discloser’s written request, the Receiver must promptly return or, if directed, destroy all documents and materials containing, reflecting, or based on the Discloser’s Confidential Information. This includes electronic and hard copy formats. The Receiver must ensure any third parties to whom it disclosed Confidential Information also comply. The Receiver must confirm in writing its compliance within ten (10) Business Days of termination or request.

9.5 Survival of Confidentiality Obligations

Confidentiality obligations survive for three (3) years after termination or expiration of this Agreement. Obligations to maintain trade secrets continue as long as the information remains a trade secret under applicable law.

10.1 Service Provider Security Measures

We will implement and maintain appropriate cybersecurity and organisational measures to protect personal information from unauthorised access, serious invasions of privacy, disclosure, or loss.

We shall use, collect, and store Client data, including personally identifiable information, only to the extent necessitated by this Agreement and any Service Agreements, and solely for the purposes specified therein. We will not use, disclose, or transfer such data or information except as necessary to perform our obligations under this Agreement, as specifically authorised by you, or in accordance with applicable law.

You have the right to request a copy of your personal information held by us and request corrections if necessary. We will destroy personal information upon your request or when no longer required, unless needed to fulfil legal obligations.

10.1.1 No Sale of Data

We shall not sell, rent, or otherwise monetise your data or personal information under any circumstances.

10.1.2 Liability Limitation

While we implement and maintain robust security measures, this does not warrant or guarantee that these measures will prevent all Security Breaches, or other malicious activities. You acknowledge that no security measures can fully eliminate all risks. We are not liable for any damages or losses resulting from such incidents, except where caused by our failure to comply with applicable laws, or our gross negligence or wilful misconduct. We are not liable for damages arising from a serious invasion of privacy unless caused by our intentional or reckless acts. Liability under this clause is subject to the limitations set out in clause 6.4 and applicable law.

10.2 Cross Border Transfers

If the Services involve the transfer of personal information outside New Zealand, we warrant that any such transfers will comply with applicable legal requirements, including ensuring that the information is subject to safeguards comparable to those under New Zealand privacy law.

You consent to the transfer of personal information to overseas locations where reasonably necessary to deliver the Services under this Agreement. Where required by law, we will obtain your express authorisation before disclosing personal information overseas. We will also notify you of any material changes to our cross-border data handling practices that could significantly affect the privacy or security of your personal information.

10.3 Client Security Measures

You are responsible for securing your own systems and data, including implementing and maintaining appropriate security measures such as firewalls, antivirus software, and encryption, except to the extent these Services are managed by us. You must ensure all end-user Devices accessing the Environment comply with the security policies and guidelines we provide or make available to you, as updated from time to time.

10.3.1 Data Accuracy and Sharing

You warrant that all data, information, and materials you provide are accurate, complete, and up-to-date. You further warrant that you have the legal right and all necessary permissions to share this data with us for the purposes of delivering the Services. You agree to indemnify and hold us harmless against any claims, losses, or damages arising from your failure to obtain the necessary permissions to share such data.

10.3.2 Obligation to Mitigate

You agree to take all reasonable steps to mitigate any damages, losses, or liabilities arising from or related to a breach of this Agreement or any Data Breach involving your information.

10.4 Data Breach Notification

In the event of a Data Breach, the affected Party shall:

(i) notify the other Party and any relevant authorities as required under applicable privacy laws;

(ii) notify the other Party without undue delay, and preferably within seventy-two (72) hours of becoming aware of the Data Breach, including:

a. a description of the nature and scope of the breach and the personal information affected;

b. details of steps taken to contain the breach and prevent recurrence;

(iii) cooperate reasonably in assessing whether affected individuals should be notified, and in issuing any required notifications, in compliance with applicable privacy laws;

(iv) allocate the costs of the Data Breach as follows:

a. if the Client causes a Data Breach, the Service Provider may assist with investigation and response efforts at the Client's expense, billed at standard hourly rates.

b. if the Service Provider causes the Data Breach due to its gross negligence, wilful misconduct, or a breach of applicable law, the Client will not be charged for the time spent responding.

c. if both Parties are involved, the Client will remain responsible for the response costs unless the Service Provider’s contribution to the breach was due to gross negligence, wilful misconduct, or a breach of law, in which case the Service Provider will cover its share.

Both Parties agree to maintain reasonable security logs and records relevant to Data Breaches and security incidents, in line with operational and legal requirement.

The Service Provider’s ability to retain comprehensive or tamper-resistant logs may depend on the Services selected by the Client. For example, advanced logging features such as Security Information and Event Management (SIEM) may only be available under specific security plans.

The Client acknowledges that if such advanced logging solutions are not included in their selected Services, the availability and integrity of certain security logs may be limited. To the extent permitted by law, the Service Provider shall not be liable for any inability to retrieve or reconstruct logs where such limitations arise from the scope of Services chosen by the Client.

10.4.1 Restrictions on Notification Due to Insurer or Legal Control

If a Party’s insurer, legal counsel, or incident response provider takes control of breach management, that Party may be restricted from issuing notifications without prior approval. The Party must promptly inform the other Party of this restriction, unless prohibited by law. In such circumstances, the Party will not be considered in breach of its obligations under this Agreement in relation to breach notification or communication.

The other Party must not issue any notifications on their behalf unless expressly authorised in writing.

Each Party shall cooperate with the other in good faith, subject to any legal, regulatory, or insurance restrictions, including obligations to preserve legal privilege.

10.5 Data Loss and Backup Responsibilities

You acknowledge that IT support carries inherent risks, including Security Breaches, data loss, and corruption. We are not responsible for lost or corrupted data except where expressly stated in a Service Agreement. If engaged for backup and recovery, we will provide those Services as agreed. You are responsible for verifying backup adequacy and following our instructions. You must not alter, disable, or interfere with any software or hardware systems we implement. In the event of data loss, we will assist in recovery efforts as per the terms of the Service Agreement.

10.6 Data Retention and Destruction

We will retain personal information only as long as necessary to fulfil our obligations under this Agreement or as required by applicable law. Upon termination, we will securely delete or return personal data within thirty (30) days at your request and confirm completion, unless retention is required by law.

10.7 Marketing and Company Updates

We may send marketing materials, newsletters, and general company updates to you and your Authorised Contact(s), or more broadly to your Personnel, as determined by us from time to time. These communications are distinct from essential service-related communications and may be unsubscribed from at any time using the unsubscribe link provided in the message or by contacting us directly.

10.8 Essential Service-Related Communications

You authorise us to send essential communications to you and your Personnel using the contact details provided to us. These communications may include notifications, alerts, maintenance updates, service-related instructions, and other operational or administrative messages necessary for the delivery and management of the Services. Such communications are not considered marketing and may be sent without an unsubscribe mechanism, as they are essential to fulfilling our obligations under this Agreement.

10.9 Subcontractors and Third Parties

We shall ensure that any subcontractor or third-party with access to your data or personal information is bound by data protection and security obligations that are no less protective than those set out in this Agreement.

Where a third-party provider has established standard terms that cannot be modified, we shall use reasonable efforts to ensure that such terms provide adequate protection for your data and personal Information.

However, we shall not be liable for the actions, omissions, or data handling practices of third-party providers whose terms are outside our control, including but not limited to global cloud or software vendors, unless we have materially misrepresented the nature of those Services or failed to implement them in accordance with the agreed scope of Services.

11.1 Pre-Existing Intellectual Property

All Intellectual Property in any pre-existing materials, products, software, documentation, or other work products that were created, developed, or acquired by either Party prior to the commencement of this Agreement shall remain the sole and exclusive property of the respective Party. Each Party grants the other a non-exclusive, non-transferable, non-sublicensable license to use its pre-existing Intellectual Property solely to the extent necessary to fulfil its obligations under this Agreement and any applicable Service Agreement. This license shall terminate immediately upon the expiration or termination of this Agreement or the applicable Service Agreement.

11.2 Client Data

Client data provided to the Service Provider remains the Client’s property. The Service Provider will use such data and Intellectual Property solely for fulfilling its obligations under this Agreement.

11.3 Deliverables

All Intellectual Property in the Deliverables remains exclusively owned by us or our licensors. You do not obtain any ownership rights.

11.4 Usage Rights

We grant you a non-exclusive, non-transferable, non-sublicensable licence to use the Deliverables only for your internal operations and as specified in this Agreement and any Service Agreement Any other use requires our prior written consent.

Your licence to use the Deliverables ends immediately upon expiry or termination of this Agreement or the relevant Service Agreement. On termination, you must stop using and, at our direction, return or destroy all copies of the Deliverables.

11.5 Restrictions on Use

You must not:

(i) modify, alter or create derivative works based on the Deliverables;

(ii) distribute, sell, lease, license, sublicense, assign, or otherwise transfer the Deliverables to any third-party;

(iii) reverse engineer or otherwise attempt to derive the source code of any software Deliverables, except as permitted by law; and

(iv) remove or alter proprietary notices , labels, or marks on the Deliverables.

11.6 Residuals

We may use Residuals from providing the Services for any purpose, provided we do not disclose or use your Confidential Information or trade secrets.

12.1 Reliance on and Substitution of Third-Party Services and Providers

You acknowledge that our Services may rely on third-party Goods and Services, which may not always be explicitly identified. We reserve the right to use or change third-party providers at our discretion, provided that such changes do not materially diminish the Services.

You agree to comply with the applicable usage policies, terms, and conditions of any third-party providers, including any updates. You acknowledge that changes made by third-party providers to their terms or services are beyond our control.

We will provide you with the relevant policies and terms that apply to your use of such third-party Goods and Services upon request or prior to the commencement of the applicable Services. We will also make reasonable efforts to assign, transfer, and facilitate all applicable warranties and third-party service level commitments for third-party Goods and Services to you.

12.2 Liability Disclaimer

You acknowledge that the Services may rely on, or incorporate, third-party Goods and Services. Such third-party Goods and Services are provided on an “as is” basis and subject to the terms of the relevant third-party. Except to the extent required by law or expressly stated in this Agreement, we provide no warranties in respect of third-party Goods or Services and disclaim all liability for any loss, damage (including consequential, incidental, or indirect damages), or disruption arising from vulnerabilities, faults, failures, performance issues, or unavailability of any third-party networks, systems, infrastructure, Goods, or Services. You assume all risks associated with the use of such third-party Goods and Services.

Any issues or defects with third-party Goods and Services will be handled in line with the applicable vendor’s terms. We will, on request, assist you in liaising with the vendor, but this does not make us responsible for enforcing the vendor’s obligations or guaranteeing any particular outcome. If you ask us to assist, you agree to pay our then-current hourly rate for that work, along with any up-front amounts we may require.

12.3 Third-Party Cost Increases

Prices for subscriptions provided by third-party suppliers may be subject to change. Any such changes will be communicated to you and automatically reflected in your billing cycle. You agree to indemnify and reimburse us for all third-party and supplier costs incurred on your behalf and invoiced by us.

12.4 Ownership of Third-Party Intellectual Property

All Intellectual Property rights in third-party software, tools, or content used in providing the Services are and shall remain the exclusive property of the respective third-party licensors. You acknowledge that your right to use such third-party software is subject to the applicable licence terms of those licensors.

12.5 Microsoft NCE Licence Termination or Transfer Costs

If we commit to a twelve (12) month Microsoft New Commerce Experience (NCE) licence on your behalf and this Agreement or the associated Service is terminated before that term expires, we may pass on all associated Fees, including transfer fees to another Cloud Solution Provider or early termination fees if the licence cannot be transferred.

Costs will be based on Microsoft’s rules, policies, and Fees in effect at the time of termination or transfer. We will notify you of any material changes to Microsoft’s policies that might affect these costs as soon as reasonably practicable after becoming aware of them.

13.1 EULAs

You authorise us to accept EULAs on your behalf as needed to provide Services under this Agreement. You agree to be bound by the terms of such EULAs and assume all related responsibilities and obligations. If enforcement of a EULA is required, you must pursue it directly with the applicable third-party provider. We may amend any Service Agreement as needed to maintain compliance with third-party EULAs.

13.2 BYOD

Unless otherwise stated in a Service Agreement, Devices will not receive or benefit from the Services while they are detached from or unconnected to the Environment. We are not responsible for supporting, diagnosing, or resolving issues within the Environment caused by the connection or use of unidentified or unauthorised Devices. We are also under no obligation to provide Services to Devices that have not been expressly identified and authorised in the applicable Service Agreement.

13.3 Audit and Billing Adjustments

You must promptly notify us of any changes to the number of managed users, seats and Devices, including any offboarding. We may periodically review the user, seat and Device count in line with our internal audit schedule. If an audit reveals an increase in users, seats or Devices, we may back bill you for additional costs. Reductions in any counts will take effect in the next billing cycle, and no credits will be issued for overcharges incurred before the adjustment

13.4 Artificial Intelligence

We may use Artificial Intelligence (AI) technologies to enhance and optimise the Services and will comply with applicable data protection laws when doing so. This does not cover your own use of AI tools (including those we provide or configure for your use), which remains your sole responsibility. You are fully responsible for ensuring compliance with applicable laws, managing data access and permissions, and addressing any risks associated with their use or outcomes. We are not liable for risks or losses arising from your use or misuse of AI tools.

While we implement AI technologies to meet industry standards for performance and reliability, we do not guarantee that AI technologies will be error-free or achieve specific outcomes. You agree to use AI-driven recommendations responsibly and acknowledge that we are not liable for any damages arising from the use or misuse of AI technologies, except in cases of gross negligence or wilful misconduct.

14.1 Validity of Quotes

Quotes are valid for [number] (X) days unless otherwise specified in the Quote or advised by us in writing. A Quote is an invitation for you to place an Order with us and does not create a binding contract upon your acceptance.

Quotes are valid for the period stated on the Quote. Expiry dates help us manage the validity of pricing and availability. Once a Quote has expired, we may cancel it without prior notice. If a Quote is cancelled or expires, you must request a new Quote.

14.2 Errors and Omissions

We make every effort to ensure pricing and Goods descriptions are accurate. If an error or omission is identified, we may rescind the Quote by giving you written notice, even after acceptance or payment. In such cases, our liability is limited to refunding any amounts you have already paid.

14.3 Cost Basis and Adjustments

Quotes are deemed to correctly reflect your original specifications and are based on costs current at the time the Quote is issued. Any subsequent changes requested by you will be charged at our then-current rates.

14.4 Special Pricing

Special offers or discounts included in a Quote cannot be combined with other promotions unless explicitly stated.

14.5 Availability and Price Fluctuations

Prices and Goods in a Quote are subject to change before confirmation to reflect market conditions beyond our control, including supply issues and fluctuations affecting non-stocked Goods. We will notify you of any such changes before or after Quote approval.

Non-stocked Goods are only confirmed once the Quote is converted into an Order.

If a Good becomes unavailable, we may offer a substitute of equal or better quality, subject to your approval. If a manufacturer makes minor changes to specifications, dimensions, or materials after your Order date but before delivery, we may supply the updated version without requiring further approval. In all cases, you will not be charged more than the originally quoted price unless you expressly agree otherwise.

14.6 Turnaround Times

Our minimum turnaround time for Quotes is twenty-four (24) hours. If you require an urgent Quote, please notify us to expedite processing.

14.7 Warranty Coverage

Quoted items are covered by the manufacturer’s warranty, limited to parts and labour for hardware on a return-to-depot basis unless stated otherwise.

14.8 Variation, Withdrawal, and Conversion of Quotes

We may vary or withdraw a Quote at any time before it is confirmed, including due to supply issues or cost changes. A Quote becomes final and binding once confirmed between us after any requested adjustments. Once confirmed, prices and Goods are fixed unless you request changes and we agree in writing, in which case we may issue a revised Quote reflecting any changes to Fees or timeframes.

Upon confirmation, we will issue you with an Order Form, purchase order acknowledgement, or similar document in accordance with clause 15.1, and the Quote will convert into an Order governed by the terms of this Agreement.

15.1 Placing Orders

You may place an Order using a completed order form, an official purchase order, or through electronic approval (including email or web-based systems). Each Order must include all relevant details, including your full legal name, NZBN (if applicable), address, and the relevant Quote number and date.

15.2 Approval of Orders

All Orders must be signed or otherwise duly authorised by you. Orders submitted electronically will be deemed authorised by you. By submitting an Order, you warrant that the person approving the Order is duly authorised to do so.

15.3 Reliance on Orders

We may rely on the apparent validity of any Order unless we have actual knowledge to suggest otherwise. You are responsible for ensuring the accuracy and authority of all submitted Orders, whether electronically or otherwise. If any Order is signed or approved electronically, it will be deemed duly authorised by both the sender and the person on whose behalf the Order is placed.

15.4 Acceptance of Orders

Orders become binding only upon our written acceptance of the Order, and our receipt of cleared funds in full for the Order (including any related costs such as freight or insurance).

We will not place Orders with suppliers, procure Goods, or otherwise commit to supply until payment has been received in full.

15.5 Variation Process

Where we issue a variation to an Order, you must respond as soon as possible and no later than seven (7) Business Days from the date of the variation notice. We may suspend or delay provision of the Goods and/or Services pending your approval. If you do not respond within that time, you will be deemed to have accepted the variation. If you notify us within that period that you do not accept the variation, we may cancel the Order (or the affected part of it) and refund anyamounts paid in advance for the cancelled items, less any unrecoverable costs we have incurred.

15.6 Inventory and Restocking

We do not maintain stock on hand. Goods are ordered upon receipt of your confirmed Order. If you request a return or cancellation, a restocking Fee may apply. We will confirm returnability with the distributor before issuing any refund, as some items may not be eligible for return.

15.7 Freight Charges

Freight charges are additional (unless stated otherwise) and will be added to the Order. Freight costs are provided as estimates only.

15.8 Delivery Requirement

We have no obligation to deliver any Order until payment has been received in full. If we are unable to complete an Order for any reason, any payments received will be refunded to you.

15.9 Delivery Estimates

Estimated delivery times are based on supplier estimates and do not represent guaranteed delivery dates.

15.10 Cancellation of Orders

You may only cancel an Order with our written consent. You acknowledge that, among other things, we may be unable to cancel an Order once the manufacturer or supplier has dispatched the relevant Goods, and that such dispatch may occur on the same day that we place the Order with the supplier.

15.11 Credit Checks

By placing an Order, you consent to us conducting credit reference checks where applicable.

15.12 Compliance with Procedures

You agree to comply with our specified procedures when placing Orders and receiving Goods or Services.

16.1 Delivery Times

We will use all reasonable efforts to despatch Goods by the due date but are not liable for any non-delivery or delays where caused by circumstances beyond our reasonable control. This includes, for example, supply failures or delays by third parties such as delivery companies or manufacturers. If we are unable to deliver any Goods or Services to you for reasons beyond our reasonable control, we may cancel the Order (in whole or in part) by giving you written notice. We will refund any amount you have paid in advance for the affected Goods or Services, and we will have no further liability in connection with such cancellation. Delivery is deemed complete when the Goods are delivered to your nominated address.

16.1.1 Delivery to Your Premises – Access and Assistance

Where the delivery location is at your premises, you must provide our representatives with suitable access during normal business hours, together with any assistance reasonably required to deliver the Goods and/or perform the Services.

16.1.2 Delivery in Instalments

We may deliver Orders in instalments unless otherwise agreed in writing. Each instalment may be invoiced separately and must be paid for in accordance with this Agreement.

16.1.3 Delay or Refusal to Accept Delivery

If you delay, fail, or refuse to accept delivery when we are willing and able to deliver, delivery will be deemed to have occurred on the date we were ready to deliver. Without limiting any other rights, we may charge you for reasonable expenses and additional costs incurred as a result, including storage Fees.

16.2 Risk Transfer

Risk in the Goods passes to you immediately upon delivery.

16.3 Insurance Requirement

You must ensure that the Goods are adequately insured from the point of delivery.

16.4 Title Retention and Repossession

Title retention is governed by clause 3.8. Repossession rights apply in accordance with clause 5.13 and, upon termination, as set out in clause 8.7.

16.5 Use Responsibility

You are responsible for ensuring that all instructions, recommended uses, applications, installation methods, cautions, and warnings relating to the Goods are followed.

17.1 Manufacturer’s Returns Policy

You acknowledge that all Goods are supplied subject to the returns and claims policies of the relevant manufacturer or supplier. You agree to accept Goods in accordance with this Agreement and any applicable manufacturer or supplier terms. You indemnify and hold us harmless for any additional obligations or any failure or default by the manufacturer or supplier.

17.2 Customised Goods Not Returnable

Where Goods include customised elements for you, are considered special or unusual by us, are sourced from overseas, are supplied by a supplier no longer trading, or are otherwise not readily returnable to the manufacturer or supplier, you may not return these Goods or cancel related Services.

17.3 Duty to Inspect

You must inspect all Goods immediately upon delivery. If you wish to return Goods, request a refund, or make a claim, you must provide written notice to us within seven (7) days of delivery. If you do not provide such notice within this period, the Goods will be deemed accepted, and you will have no further right to return, refund, or claim.

17.4 Return Conditions

Where you are entitled to return Goods under this Agreement, the Goods must be returned in their original, unopened condition. However, if upon opening it is evident that the Goods are different from what is described on the packaging or are faulty, the Goods may be returned.

17.5 Return Costs

You are responsible for all costs and expenses we incur in arranging the return of Goods to the manufacturer or supplier and/or cancelling any related Services, unless these costs are covered by the manufacturer or supplier.

Where we arrange a return or refund on your behalf, or if you cancel an Order after it has been accepted by us, you agree to pay a return or cancellation Fee. This Fee covers the administration costs we incur in processing the return, refund, or cancellation. We may deduct the return or cancellation Fee from any amounts otherwise due to be refunded to you. The amount of the Fee will be determined at our discretion and communicated to you in advance, where possible.

17.6 Use and Modification

You indemnify and hold us harmless against all allegations and claims related to Goods once they have been used, installed, customised, or resold by you, without prejudice to any recourse the end customer may have with the manufacturer.

Subject to this clause, a Party may not commence legal proceedings without first complying with the procedure set out in this clause.

18.1 Good Faith Negotiations

In the event of any dispute arising out of or in connection with this Agreement, the Parties shall first seek to resolve the dispute through good faith negotiations. Either Party may initiate this process by providing written notice to the other Party, outlining the nature of the dispute.

18.2 Mediation and Arbitration

18.2.1 Mediation

If the dispute cannot be resolved through negotiations within fourteen (14) days, the Parties agree to attempt to resolve the dispute through mediation. The mediation will be conducted in accordance with the rules and procedures of the New Zealand Dispute Resolution Centre, or other alternative dispute resolution body as mutually agreed upon by the Parties. The mediation shall be held in a mutually agreed upon location, and the Parties agree to participate in good faith to resolve the dispute.

Each Party shall bear its own legal and other costs incurred in connection with the mediation, and the mediator’s fee shall be split equally between the Parties.

18.2.2 Arbitration

If the dispute is not resolved through mediation within thirty (30) days from the date of the mediation notice, either Party may submit the dispute to binding arbitration. The arbitration will be conducted in accordance with the rules of the Arbitration Act 1996. In case of any conflict between those rules and the procedures herein, this clause shall prevail. The arbitration shall be held in a mutually agreed upon location, before an arbitrator mutually agreed upon by the Parties.

The arbitrator shall have expertise in contract law, intellectual property, and information technology transactions, where possible. If the Parties cannot agree on an arbitrator within seven (7) days after a demand for arbitration is filed, the arbitration organisation or forum shall appoint the arbitrator.

The costs of the arbitration, including the arbitrator’s fees, shall be borne by the Parties as determined by the arbitrator in the final award. Each Party shall bear its own legal and other costs incurred in connection with the arbitration. The decision of the arbitrator shall be final and binding on the Parties.

18.2.3 Electronic Mediation and Arbitration

The Parties agree that mediation or arbitration under this Agreement may be conducted electronically via secure, legally compliant video conferencing platforms that ensure confidentiality and data protection. Protocols for electronic hearings, including document sharing, will be mutually agreed and may be amended by consent. Outcomes will be legally binding and enforceable under the laws of New Zealand, with all proceedings complying with applicable legal standards.

18.2.4 Court Proceedings

If any dispute, controversy, or claim arising out of or in connection with this Agreement is not resolved through mediation or arbitration as provided above, or if either Party seeks injunctive or equitable relief, then either Party may initiate court proceedings.

19.1 Acknowledgment of Risk Allocation

Each Party acknowledges that the terms of this Agreement have been drafted in good faith to reflect a fair and transparent allocation of risks and responsibilities.

19.2 Publicity

Neither Party will advertise or publicly announce any matter relating to the existence of this Agreement or disclose any of its terms, without the other Party’s prior written consent, which will not be unreasonably withheld.

19.3 Compliance

Unless expressly stated, the Services are not designed to achieve full regulatory compliance for your business. You remain solely responsible for determining and meeting your compliance obligations.

19.4 Disclosure

You warrant that no law or regulation prevents us from providing the Services. You agree to notify us promptly if you become subject to any requirements that may, in our discretion, require changes to the scope or pricing of the Services.

19.5 Exclusion of Consumer Guarantees

The Parties agree that to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the New Zealand Fair Trading Act 1986 do not apply to the supply of the Services or this Agreement, provided the Client is acquiring the Services for the purposes of a business. If the Client is not acquiring the Services for the purposes of a business, the statutory protections under these Acts shall apply to this Agreement, and nothing in this Agreement excludes or limits those protections.

19.6 Assignment

We may assign our rights and obligations under this Agreement or any Service Agreement to a successor in ownership in connection with any merger, consolidation, or sale of substantially all our business assets, or any other transaction in which more than 50% of our voting securities are transferred. We shall give you at least thirty (30) days’ prior written notice of such assignment. This Agreement and any Service Agreement will be binding upon the Party to whom it is assigned or transferred.

You may not assign or transfer this Agreement or any Service Agreement without our prior written consent. If consent is granted, you must ensure the assignee can meet all obligations, including financial, and provide written confirmation of capability before the assignment takes effect. If consent is not granted, or the assignee does not assume all your rights and obligations, you remain liable for the Termination Fee.

19.7 Amendment

Any modification or amendment to this Agreement or any Service Agreement must be in writing and agreed upon by both Parties.

19.8 Costs of Agreement

Each Party must pay its own expenses incurred in negotiating and executing this Agreement and any Service Agreement.

19.9 Further Assurances

Each Party must do all things reasonably necessary to give effect to this Agreement and any Service Agreement.

19.10 Time Limitations

Unless prohibited by law, any action arising from this Agreement must be initiated within twelve (12) months of when the cause of action arises, or it will be permanently barred.

19.11 Severability

If any provision of this Agreement or an Service Agreement is declared invalid, such provision will be ineffective only to the extent of the invalidity, and the remainder of that

provision and all remaining provisions of this Agreement or any Service Agreement will be valid and enforceable to the fullest extent permitted by applicable law.

19.12 Collections

If we must take collection action due to non-payment, you will be liable for all associated costs, including legal fees on a solicitor and own client basis, debt collection agency fees, and dishonour or bank fees.

19.13 Other Terms and Usage in Trade

We will not be bound by any terms or conditions printed on or included in any purchase order, invoice, memorandum, or other written communication provided by you, unless expressly accepted by us in writing. Further, no trade usage or practice between the Parties will modify or interpret this Agreement.

19.14 No Waiver

The failure of either Party to enforce or insist upon compliance with any term of this Agreement or any Service Agreement does not constitute a waiver of that term.

19.15 Entire Agreement

This Agreement, along with all Service Agreements, constitutes the entire agreement between the Parties. No representation or statement not embodied herein is binding.

19.16 Force Majeure

Neither Party shall be liable for costs, delays, or failures to perform any obligations under this Agreement or any Service Agreement due to circumstances beyond their reasonable control. Such circumstances include, but are not limited to, acts of God, natural disasters, pandemics, government actions, acts of terrorism, labour disputes, widespread cybersecurity incidents (including infrastructure and ransomware attacks or critical software vulnerabilities), and other force majeure events.

To rely on this clause, the affected Party must notify the other Party in writing as soon as reasonably practicable, describing the event’s impact, and use reasonable efforts to minimise disruption.

This clause does not apply to payment obligations or routine data security/confidentiality measures where the affected Party could reasonably have mitigated the risk by exercising due care.

19.17 Non-Solicitation

For the duration of this Agreement and twelve (12) months after termination, you agree not to solicit or induce any of our Personnel with whom you had direct interactions or who were involved in providing the Services.

19.17.1 Compensation

In the event of a breach of the terms of this section, the Parties acknowledge and agree that the damages to the other Party would be difficult or impracticable to determine.

As a result:

(i) you will pay us liquidated damages equal to 10% of the solicited Personnel’s current salary (reflecting a genuine pre-estimate of loss); and

(ii) reimburse us for recruitment and training costs to replace the Personnel, plus any lost revenue directly resulting from the breach.

We may also seek injunctive relief to prevent further breaches. If any provision of this clause is deemed invalid or unenforceable, it will be adjusted to the minimum extent necessary to preserve the intent and effect of this clause.

19.18 Survival

The provisions contained in this Agreement and any Service Agreement that by their context are intended to survive termination or expiration of this Agreement will survive.

19.19 Governing Law

This Agreement shall be governed, construed and enforced in accordance with the laws of New Zealand and the Parties submit to the exclusive jurisdiction of the New Zealand courts.

19.20 No Third-Party Beneficiaries

This Agreement benefits only the Parties and does not confer rights on any third-party, nor shall any third-party have the right to rely on or enforce any part of this Agreement.

19.21 Notices

Where any notice, amendment, or similar communication is required, it must be marked for the attention of the Authorised Contact and may be sent by mail, overnight courier, or email to the address nominated in the relevant Service Agreement. Such communications will be deemed delivered:

(i) on delivery, if delivered by hand;

(ii) three (3) Business Days after posting within New Zealand, or ten (10) Business Days after posting if posted to or from overseas, provided it is sent by registered or certified mail, postage prepaid;

(iii) one (1) Business Day following delivery by an overnight courier service;

(iv) immediately upon sending when sent by email, unless a delivery failure is received.

Each Party agrees to promptly update the other Party in writing of any changes to their contact information to ensure proper delivery of all notices.

All electronic documents and communications between the Parties will satisfy any writing requirement under this Agreement.

19.22 Independent Contractor

We are an independent contractor and not an employer, employee, partner, joint venture, agent, principal, affiliate, or any other form of representative of yours, and nothing in this Agreement shall be construed to create such a relationship.

19.23 Subcontractors

If we subcontract any portion of the Services, we will remain responsible for the quality of the work.

19.24 Electronic Signatures

Electronic signatures shall be deemed valid and accepted by either Party, provided that the Parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions or regulations referenced in that Act.

19.25 Counterparts

This Agreement can be signed in multiple counterparts, electronically or otherwise, each of which will be considered an original, and together they will constitute one agreement.

This clause shall apply to and govern the interpretation of both this Agreement and any Service Agreement:

(i) (singular and plural) words in the singular includes the plural (and vice versa);

(ii) (currency) a reference to $; or “dollar” is to New Zealand Dollar;

(iii) (defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has the corresponding meaning;

(iv) (legislation) reference to any legislation includes any statutory modification or re-enactment of that Act for the time being in force;

(v) (headings) clause headings are included for convenience only and do not affect the interpretation of any provisions, and references to a clause number includes its sub-clauses;

(vi) (includes) the word “includes” and similar words in any form is not a word of limitation;

(vii) (adverse interpretation) no provision of this Agreement will be interpreted adversely to a Party because that Party was responsible for the preparation of this Agreement or that provision.

“Advice” means recommendations or guidance provided by the Service Provider in the course of delivering the Services. Advice is limited to IT operational, technical, and configuration matters directly related to the Services. Advice may be provided via email, service tickets, reports, or other documented communications. Verbal advice must be confirmed in writing to be relied upon under this Agreement. Advice is not legal, financial, or other professional advice.

“Agreement” means this Master Services Agreement, as varied, novated, ratified or replaced from time to time.

“Authorised Contact” means representatives of the Client designated in an Service Agreement, or otherwise, as havingthe authority to provide directions or consent.

“Business Day” means any day other than a Saturday, Sunday, or any public holiday recognised in New Zealand. If the day on which any act is to be done under this Agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day except where this Agreement expressly specifies otherwise. For clarity, any reference to a “day” in this Agreement means a calendar day unless specifically stated to be a Business Day.

“Client” means «Legal_Entity_Name», also referred to as “you” or “your”, including its employees, contractors, agents, representatives, and any users authorised to access or use the Services.

“Confidential Information” means any non-public information disclosed by one Party (the “Discloser”) to the other Party (the “Receiver”) that is designated as confidential or should reasonably be understood to be confidential. This includes, but is not limited to business plans, financial data, customer and supplier lists, customer data, technical specifications, software code, research and development details, internal policies and documents, legal matters, and related information.

Confidential Information does not include information that has entered the public domain through no wrongful act or omission of the Receiver, was independently developed by the Receiver, or was lawfully and independently provided to the Receiver by a third-party not under an obligation of confidentiality.

Confidential information also includes personal information. The Receiver shall treat personal information as Confidential Information and handle it in compliance with applicable privacy laws, including obligations to prevent unauthorised access, use, or disclosure.

“Data Breach" means any unauthorised access, disclosure, or loss of personal information, whether accidental or intentional, that compromises the security, confidentiality, or integrity of such information, and which may require notification to affected individuals or authorities under applicable privacy or data protection laws.

“Deliverables” means mean any and all materials, products, software, documentation, reports, analyses, data, designs, concepts, know-how, information, advice, opinions, emails, notes, and other work products, whether in draft or final form, developed or provided by the Service Provider to the Client, either alone or in conjunction with the Client or others, pursuant to this Agreement and any applicable Service Agreement, including any Intellectual Property rights attaching to those materials.

“Device” means all devices, peripherals, or computer processing units including mobile devices, that are connected to the Environment.

“Discloser” means the Party disclosing Confidential Information.

“Due Date” means the date by which payment for invoices must be received by the Service Provider.

“Effective Date” means the latest date of the signatures of the Parties on this Agreement.

“Environment” means the portion of any computer network, system, peripheral, or device that the Service Provider maintains, monitors, or operates under a Service Agreement.

“EULA” means end-user licence agreements, terms of service, customer agreements, subscription terms, or other similar third-party terms established between the licensor and the Client.

“Fees” means all charges, rates, or other amounts payable by the Client for the Services and any Service Agreements, including but not limited to:

(i) recurring service fees;

(ii) project or professional services fees;

(iii) one-time charges;

(iv) setup or onboarding costs;

(v) hardware or software procured on your behalf;

(vi) charges for third-party Services where we facilitate purchase or billing;

(vii) travel, out-of-scope services, and additional time-based fees;

(viii) reimbursable expenses incurred in accordance with this Agreement or any Service Agreement, together with any reasonable additional costs or charges arising from your acts or omissions (including, for example, storage, handling, or cancellation costs).

Fees exclude taxes unless expressly stated otherwise. Fees are set out in this Agreement and in Service Agreements.

"Goods" means any tangible items supplied or sourced by the Service Provider, including but not limited to computer hardware, software, and any related or ancillary items provided in connection with these products, including third-party products. Goods do not include labour, configuration, or installation services, which are classified as Services.

"Intellectual Property" means all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including but not limited to patents, trademarks, service marks, trade names, business names, company names, domain names, copyrights, moral rights, trade secrets, know-how, confidential information, proprietary processes, technical data, databases, database rights, designs, inventions, semiconductor and circuit layout rights, and any other proprietary rights or forms of intellectual property. This includes all applications for registration and rights to renewal, as well as the right to have information kept confidential.

“Party/Parties” means the entities that have entered into this Agreement. A reference to a Party includes that Party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee.

“Personnel” means all employees and contractors, consultants, suppliers, agents and subcontractors of either Party.

“PPSA” means the Personal Property Securities Act 1999 and any regulations made pursuant to it.

“Quote” means a quote or proposal provided to the Client by the Service Provider.

“Receiver” means the Party receiving Confidential Information.

“Residuals” means information in non-tangible form retained in the unaided memory of persons who have had access to the Client’s information, including ideas, concepts, know-how, skills, or techniques.

“Service Agreement” means any managed services agreement, service agreements, schedules or other documents between the Parties that describe the technical and procedural details of the Services provided by the Service Provider.

“Security Breach” means any unauthorised access to, or interference with IT systems, networks, or data, including hacking, malware, ransomware, or unauthorised physical or electronic intrusion, whether accidental or intentional.

A Security Breach that involves personal information or personal data is referred to in this Agreement as a Data Breach and may trigger obligations under applicable privacy or data protection laws.

“Service Provider” means Dynamic IT Limited, also referred to as “we,” “us,” or “our”.

“Services” means all intangible services provided by the Service Provider to the Client, including but not limited to consulting, support, labour, system configuration, installation, software licenses, and any third-party Services procured or managed by the Service Provider, together with any Goods sold or resold as part of service delivery.

“Software Agents” means software components installed within the Environment that facilitate supporting, monitoring, diagnosing, manipulating, communicating, retrieving information from, and otherwise accessing the Environment.

“Termination Fee” means the amount payable by the Client to the Service Provider if the Client terminates this Agreement or any Service Agreement without cause prior to its expiration date, or if the Service Provider terminates this Agreement or any Service Agreement for cause.