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The Copy Crafters terms of trade for services engagement

1      APPLICATION

1.1     Application:  These Terms apply to all Services supplied by The Copy Crafters to its clients (Client), unless there is a separate written agreement signed by both parties which excludes these Terms. 

1.2     Agreement:  Subject to clause 1.1, if the Client requests The Copy Crafters to perform services (including email and verbal requests), The Copy Crafters’ acceptance of that request (either in writing or by commencing the provision of the relevant services) forms a binding agreement on the terms of the Agreement. 

1.3     Exclusion of Client terms:  The Agreement applies to the exclusion of any standard or other terms the Client may have for the purchase of goods or services, including any terms the Client may have included its request for services or any purchase order issued by the Client.

2      INTERPRETATION

2.1     Definitions:  In the Agreement, the following terms have the stated meaning:

Agreement:  the Terms and the Work Requests.  Where any conflict exists between the Terms and the Work Requests, the Terms will have precedence.

Client Materials:  all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client that is provided or made available by the Client to The Copy Crafters in connection with The Copy Crafters’ provision of the Services.

Confidential Information:  the terms and conditions of the Agreement and any information that is not public knowledge and which is obtained from the other party in the course of, or in connection with, the Agreement. The Copy Crafters Confidential Information includes Intellectual Property owned by The Copy Crafters.

Content: any content or output developed or created for the Client in connection with the Services.

Fees:  the fees set out in the relevant Work Request, or if there are none, fees calculated on a time and materials basis at The Copy Crafters’ standard rates.

Intellectual Property Rights:  includes copyright and all rights conferred under statute, common law or equity relating to inventions (including patents), registered or unregistered trade marks and designs, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning.

Personal Information: has the meaning given in the Privacy Act 1993.

Sales Tax:  sales tax, goods and services tax, value added tax or equivalent tax payable under any applicable law.

Services:  the services described in the Work Request.

The Copy Crafters:  Three Zero Nine Limited, trading as The Copy Crafters, company number 5882478.

Terms:  these terms titled Copy Crafters Terms of Trade.

Work Request:  any request (including email and verbal requests) from the Client for The Copy Crafters to perform services which has been accepted by The Copy Crafters in accordance with clause 1.2.

2.2     Interpretation:  In the Agreement:

a         clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;

b         words importing the singular include the plural and vice versa; and

c         a reference to:

i           a party to the Agreement includes that party’s permitted assigns; and

ii          including and similar words do not imply any limit.

3      OBLIGATIONS

3.1     The Copy Crafters:  The Copy Crafters will provide the Services:

a         in accordance with the Agreement and all applicable laws;

b         exercising reasonable care, skill and diligence;

c         using reasonable efforts to meet any timeframes and estimates set out in a Work Request, however, the Client acknowledges that any such timeframes and estimates are indicative only; and

d         using suitably skilled, experienced and qualified staff.

3.2     Client:  In addition to its other obligations under the Agreement, the Client must:

a         perform the functions, tasks and responsibilities and provide the resources set out in the Work Request or otherwise agreed with The Copy Crafters in a timely manner; and

b         promptly make decisions (including approvals) and provide The Copy Crafters with the Client Materials and all other information reasonably required to provide the Services.

3.3     Content: 

a         The Copy Crafters will submit Content to the Client for review and approval.  The Client is responsible for ensuring the Content is fit for purpose, accurate and complies with all laws and regulations prior to publishing the Content.

b         The Copy Crafters makes no representation that the Content will be suitable for a particular purpose, including that the use of the Content will:

i           fulfil or meet any statutory role or responsibility of the Client; or

ii          comply with any laws or regulations applicable to the Client.

4      CLIENT MATERIALS

4.1     Client Materials:  The Client must arrange all consents and approvals that are necessary for Copy Crafters to access and use the Client Materials.

4.2     Indemnity:  The Client indemnifies The Copy Crafters against any liability, claim, proceeding, cost, expense (including actual legal fees charged by The Copy Crafters’ solicitors) and loss of any kind arising from any actual or alleged claim by a third party that any Client Materials infringes the rights of that third party (including Intellectual Property Rights and privacy rights) or that the Client Materials are objectionable, defamatory, obscene, harassing, threatening, harmful or unlawful in any way, or incorrect or misleading.

5      INTELLECTUAL PROPERTY

5.1     Retained Intellectual Property:  The following Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property) remains the property of the current owner, regardless of its use in the Services:

a         Intellectual Property that existed prior to the date of the Agreement; and

b         Intellectual Property that was developed independently of the Agreement.

5.2     Know-how:  To the extent not owned by The Copy Crafters, the Client grants The Copy Crafters a royalty-free, transferable, irrevocable and perpetual licence to use for The Copy Crafters’ own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by The Copy Crafters in the provision of the Services.

5.3     Ownership going forward: 

a         Subject to clause 5.1 and 5.2, all new Intellectual Property created or developed by The Copy Crafters in providing the Services (including Content), is owned by the Client on payment in full of all of the Fees relating to those Services.

b         If any deliverable provided by The Copy Crafters to the Client incorporates The Copy Crafters Intellectual Property or any third party material that is not otherwise licensed to the Client, The Copy Crafters grants or must obtain for the Client an irrevocable, perpetual, non-transferable and fully paid licence to use that Intellectual Property or third party material within New Zealand for the Client’s internal business purposes.

6      FEES

6.1     Fees:  The Client must pay the Fees to The Copy Crafters for providing the Services. 

6.2     Invoicing:

a         The Copy Crafters will provide the Client with valid Sales Tax invoices on the dates set out in the Work Request, or if there are none, monthly for Services undertaken in the previous month.

b         The Fees exclude Sales Tax, which if applicable the Client must pay on taxable supplies under the Agreement.

c         The Client must pay The Copy Crafters’ invoice:

i           on the dates set out in the Work Request, or if there are none, by the 20th of the month following the date of invoice; and

ii          electronically in cleared funds without any set off or deduction. 

7      WARRANTIES AND LIABILITY

7.1     Warranty Exclusions:

a         To the maximum extent permitted by law, The Copy Crafter’ warranties are limited to set out in the Agreement.  Any implied condition or warranty is excluded.

b         The Client agrees and represents that it is acquiring the Services for the purposes of trade.  The parties agree that, to the maximum extent permissible by law, the New Zealand Consumer Guarantees Act 1993 does not apply to the Services or the Agreement.

7.2     Client warranty:  The Client warrants that the Client Materials are true, lawful and accurate, and that any Client Materials will not infringe on any third party rights (including Intellectual Property and privacy rights).

7.3     Maximum liability:  The maximum aggregate liability of The Copy Crafters relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise,  will be limited, the Licensor’s option, to:

a         reperforming the Services so they meet the requirements of the Agreement; or

b         refunding the Fees paid by the Client for the relevant Services.

7.4     Unrecoverable loss:  Except for the Client’s liability to pay the Fees, neither party is liable to the other under or in connection with the Agreement for any loss of profit, data, savings, business, revenue, and/or goodwill, or any indirect, consequential or incidental or special loss or damage of any kind.

7.5     Referrals:  The Copy Crafters may make referrals to third party suppliers who provide services that relate to or supplement the Services.  Any referral does not imply that the Copy Crafters endorses, approves or recommends, or takes responsibility for, those third party suppliers or their content or services.  To the maximum extent permitted by law, the Copy Crafters excludes all responsibility or liability for that content or those services.  The Copy Crafters may receive a small commission from referrals.

8      TERMINATION

8.1     Termination of Agreement: 

a         Either party may terminate the Agreement on 30 days’ prior written notice to the other party if, at the time the notice is given, there are no Work Requests in effect.

b         Either party may, by notice to the other party, immediately terminate the Agreement if the other party:

i           breaches any material provision of the Agreement and the breach is not:

▲     remedied within 10 days of the receipt of the notice from the first party requiring it to remedy the breach; or

▲     capable of being remedied; or

ii          has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason.

8.2     Termination of Work Requests: 

a         Each Work Request will terminate:

i           on termination of the Agreement under clause 8.1b;

ii          when the relevant Services are complete; or

iii         in accordance with any additional rights to terminate set out in the Work Request.

b         Where a party has a right to terminate the Agreement under clause 8.1b it may, at its discretion and to the extent practicable, instead of terminating the Agreement in full, terminate an affected Work Request. 

8.3     Consequences of expiry or termination:

a         Expiry or termination of the Agreement or a Work Request does not affect each party’s rights and obligations accrued before the termination or expiry date.

b         The Client must pay for Services provided before the expiry or termination date.

c         If a Work Request is terminated without the Agreement being terminated, then the remaining portions of the Agreement (including any other Work Requests) continue in full force and effect.

8.4     Obligations continuing:  Clauses which, by their nature are intended to survive expiry or termination, including clauses 4.2, 5, 7, 8.3 and 8.4, continue in force.

9      DISPUTES

9.1     Good faith negotiations:  Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.

9.2     Obligations continue:  Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

9.3     Right to seek relief:  This clause 9 does not affect either party’s right to seek urgent interloctury and/or injuctive relief.

10   GENERAL PROVISIONS

10.1   Force Majeure:  Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by an event that is beyond the reasonable control of a party, excluding a lack of funds for any reason.

10.2   Waiver:  To waive a right under the Agreement, that waiver must be in writing and signed by the waiving party.

10.3   Independent contractor:  The Copy Crafters is an independent contractor of the Client.  No other relationship (e.g. joint venture, agency, trust or partnership) exists under the Agreement.

10.4   Severability:  Any illegality, unenforceability or invalidity of a provision of the Agreement does not affect the legality, enforceability or validity of the remaining provisions of the Agreement.

10.5   Variation:  Any variation to the Agreement must be in writing and signed by both parties.

10.6   Entire Agreement:  The Agreement sets out everything agreed by the parties relating to the Services and supersedes and cancels anything discussed, exchanged or agreed prior to the Agreement’s start.  The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Agreement’s start. 

10.7   Assignment by the Client:  The Client may not assign or transfer any right or obligation under the Agreement without The Copy Crafters’ prior written approval.  The Client remains liable for its obligations under the Agreement despite any approved assignment or transfer.

10.8   Law:  The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand.  Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Agreement.

10.9   Counterparts:  The Agreement (including the Work Requests) may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement.  A party may enter into the Agreement (including Work Requests) by signing and sending (including by email) a counterpart copy to the other party.