Terms of Service

1.1 Services Scope

Redux shall provide the Services and the Deliverables in accordance with this Agreement and the Statement of Work for those Services and Deliverables.

1.2 Statement of Work

Each SOW:

• once agreed and signed by each party's authorised representatives shall become a Statement of Work for the purposes of this Agreement
• includes, and is accordingly subject to, the terms of this Agreement

1.3 Work Commencement

Unless agreed otherwise, a party has no obligation to, and shall not, start work under a draft SOW until it has been agreed and signed. If the parties agree that work can start before signing a SOW, then the terms of this Agreement shall apply to that work.

1.4 Ad Hoc Services

Redux may provide ad hoc services without a formal SOW for:

• ongoing support and maintenance tasks
• consultation and advice sessions
• minor modifications or fixes
• emergency support or troubleshooting
• tasks estimated to require less than 40 hours or NZD 8,000

Ad hoc services are governed by this Agreement and may be requested via email, phone, or other agreed communication methods. For larger or more complex projects, a formal SOW will be required.

1.5 Conflicts and Precedence

If there is any conflict or inconsistency between the terms of this Agreement and a SOW, the terms of this Agreement will prevail, subject to any express exclusion or amendment in the SOW.

2.1 Redux Responsibilities

Redux shall:

• provide the Services and the Deliverables in accordance with the SOW and this Agreement
• ensure that the Services and Deliverables integrate with Client's systems specified in the SOW, where applicable
• ensure all process management tasks specified as Redux's responsibility are undertaken in a co-operative manner
• maintain and allocate sufficient resources including skilled personnel, tools, working capital, communications facilities and administrative support
• bring a pro-active, innovative, open and constructive approach to the Services
• comply with all applicable laws (including Privacy Laws) in performing obligations under this Agreement

2.2 Service Delivery Standards

Redux shall provide the Services:

• with due skill and care as reasonably expected from an IT services provider
• using reasonable endeavours to comply with Best Industry Practice
• to meet the Requirements, subject to Client complying with its responsibilities
• to meet the Milestones and other Project Plan set out in the SOW

2.3 Subcontracting

Redux shall be responsible, as primary obligor, for all work carried out by its subcontractors. Redux must obtain Client's written approval of any subcontractor proposed to provide a material part of the Services (such approval not to be unreasonably withheld or delayed).

2.4 Co-operation

Redux shall ensure that sufficient competent Personnel are available to perform its obligations and that such Personnel co-operate with Personnel provided by Client and other third parties.

2.5 Reporting

Redux shall provide Client with progress reports (where relevant) as agreed in the SOW.

2.6 Data Security and Virus Protection

Redux shall:

• not permit access to the Data, except to authorized Redux Personnel, Client, or other authorized persons
• promptly notify Client if unauthorized access is suspected
• take steps to identify and recover Data from unauthorized persons
• use reasonable efforts to prevent introduction of Disabling Code

3.1 Client Responsibilities

Client shall:

• provide, or arrange for the provision of, agreed resources and facilities in accordance with this Agreement and each SOW
• provide information and make timely decisions as required under this Agreement and each SOW
• provide copies of all relevant documentation relating to Client's systems and business reasonably required to enable Redux to provide the Services
• perform Client's obligations under this Agreement and the SOWs
• maintain comprehensive file back-ups for files, data and programs that could be affected by the Services
• provide access to its Personnel and the Client Group to enable Redux to perform its obligations
• bring a pro-active, innovative, open and constructive approach to the Services
• comply with any relevant license terms for software provided by Redux
• comply with all applicable laws (including Privacy Laws)

3.2 Information Provision

Client must provide any other information of which Client is aware relevant to Redux performing its obligations under this Agreement and implement procedures for reconstructing any lost or altered files, data and programs affected by the Services.

3.3 Collaboration Requirements

Client shall ensure Personnel are available to collaborate with Redux Personnel and provide necessary access to systems, facilities, and documentation required for service delivery.

3.4 Backup and Recovery

Client is responsible for maintaining comprehensive backup procedures and implementing systems for reconstructing any lost or altered files, data and programs that may be affected by the Services and/or Deliverables.

4.1 Audit Rights

Client's auditors will be provided access to all Data and relevant Redux premises for:

• performing statutory audits of Client
• auditing Redux's compliance with this Agreement

Access is subject to agreeing audit scope, identity of auditors, and security measures.

4.2 Policies and Procedures

Each party shall provide the other with copies of relevant policies including:

• health and safety policies
• security procedures
• other relevant policies for Personnel

4.3 Personnel Requirements

Each party shall ensure Personnel are:

• suitably qualified and of good character
• have requisite skills, expertise and experience
• carry out duties with due care, skill and diligence
• act in manner compatible with security policies

4.4 Non-Solicitation

Neither party shall directly solicit or offer employment to the other party's employees during the term and for 12 months after termination, subject to certain exceptions.

4.5 Personnel Changes

Redux shall limit Personnel changes and provide replacements of equivalent experience and calibre if Client requires Personnel replacement.

6.1 Change Process

The Change Procedures apply to any changes to the scope or terms of, or any Services and Deliverables to be provided under, any SOW.

6.2 Scope and Value Agreement

The parties will agree the scope and value of the change before starting the Services required by the change, except for urgent business critical changes, where the parties' primary focus shall be to implement the change as soon as possible.

6.3 Minor Variations

Minor variations to Services scope that do not materially affect delivery timelines or Service Charges may be implemented without formal change procedures, subject to written agreement.

6.4 Formal Change Requests

Change requests must include:

• description of proposed change
• business justification
• impact on scope, timeline, and cost
• resource requirements
• risk assessment
• implementation plan

6.5 Assessment Timeline

Redux will assess change requests within 5 business days and provide detailed impact analysis including cost implications, resource requirements, and timeline adjustments.

6.6 Implementation

Approved changes will be implemented according to agreed change plans with appropriate testing and quality assurance procedures.

7.1 Testing Framework

Where a SOW involves Milestones, upon reaching the relevant Milestone, the parties shall conduct tests for the relevant Deliverable/s for that Milestone as agreed in the Acceptance Test Plan.

7.2 Test Criteria

Acceptance tests will verify:

• functionality meets specified requirements
• performance meets agreed standards
• integration with existing systems
• security and compliance requirements
• user interface and experience standards

7.3 Test Execution

Tests will be conducted jointly by both parties according to predetermined test scripts and procedures outlined in the SOW.

7.4 Successful Completion

If tests are successful, the Milestone will be considered completed and the next phase may commence.

7.5 Unsuccessful Tests

If tests are unsuccessful, Redux has 21 days to remedy defects. After this period, Client may:

• extend the remedy period
• accept with Service Charge reduction
• reject the Deliverable

7.6 Constructive Acceptance

Deliverables will be deemed accepted if Client uses them in production or if no response is provided within agreed timeframes.

7.7 Documentation

All test results, defects, and remediation actions will be documented and form part of the project records.

8.1 Payment Obligation

Client will pay Redux the Service Charges and Disbursements (if any) for the Services and Deliverables, as set out in the relevant SOW, plus GST if applicable.

8.2 SOW and Disbursements

For each SOW, the parties will specify:

• Service Charges (time and materials, fixed price or other basis)
• Disbursements (if any)
• relevant payment terms

8.3 Pricing Assumptions

Service Charges are based on Pricing Assumptions. If assumptions prove incorrect, parties will explore solutions to avoid price changes or agree adjustments under change request procedures.

8.4 Taxes

Client shall pay GST on Service Charges and Disbursements. Other taxes are Redux's responsibility unless specified in SOW.

8.5 Payment Terms

Client shall pay Redux within 20 days of receiving invoice by bank transfer. Redux reserves the right to suspend services if payment is late.

8.6 Invoicing

Redux shall invoice Client:

• Monthly for time and materials projects and ad hoc services
• According to payment schedule for fixed price projects
• Upon delivery for third party materials
• Upon completion for ad hoc services under NZD 2,000

8.7 Valid Tax Invoice Requirements

Invoices must include:

• Services/Deliverables description
• Number of days Services provided
• Charging rates
• Information reasonably required to verify payment claim

8.8 Invoice Disputes

Client may dispute invoices in writing and withhold disputed amounts pending resolution. Undisputed amounts must be paid.

8.9 Default Interest

Unpaid amounts incur daily interest at 5% above Redux's bank overdraft rate (subject to legal maximum).

9.1 Software Licensing

Where relevant, Software is licensed to Client by the relevant third party licensor under the relevant license agreement.

9.2 Documentation Standards

Redux will ensure Documentation contains all information reasonably required to enable appropriately qualified Client Personnel to use the Services and Deliverables. All Documentation must be in English, in agreed formats, and the most up to date version.

9.3 Acceptance Testing at Milestones

Upon reaching relevant Milestones, parties shall conduct tests for relevant Deliverables as agreed in the Acceptance Test Plan before Milestone completion.

9.4 Delay Notification

Each party shall promptly notify the other of any material breach or event that could materially affect or delay performance of obligations.

9.5 Delay Management

If delayed, the notifying party must:

• notify the other party as soon as practicable
• provide details of the delay and its effects
• estimate duration of delay
• take reasonable steps to avoid or limit effects

9.6 Delay Resolution

Parties shall meet promptly (within 24 hours if critical) to decide action. If Client non-compliance causes delay, delivery periods extend by delay period plus reasonable start-up time.

9.7 Mitigation

Parties acknowledge delay consequences and will ensure delays are mitigated as far as reasonably practicable.

10.1 Confidential Information

Each party shall treat as confidential all information and business secrets disclosed by the other party in connection with this Agreement. This Agreement and each SOW and their terms are Confidential Information.

10.2 Exclusions

Confidential Information excludes information that:

• has become generally known through no fault of receiving party
• was in possession of receiving party before receipt
• was independently developed without using Confidential Information
• was lawfully disclosed by third party
• was disclosed with prior written consent
• is required to be disclosed by law or court order

10.3 Use and Disclosure

Each party shall use Confidential Information solely for Agreement purposes and only make it accessible to Personnel necessary for performance, provided such persons are under corresponding confidentiality obligations.

10.4 Media Releases

All media releases, public announcements and public disclosures relating to this Agreement shall be co-ordinated with, and approved by, both parties.

10.5 Return of Information

Upon termination or earlier upon request, each party shall within 20 Business Days return or destroy all Confidential Information furnished by the other party, except for information required to be retained by law.

10.6 Certification

The receiving party shall certify in writing compliance with return/destruction requirements.

10.7 Exceptions

Return requirements don't apply to:

• information disclosing party agrees can be retained
• information required by law for archival purposes
• information in back-up databases (provided no attempt to recover)

11.1 Redux Warranties

Redux represents and warrants that:

• It has right and authority to enter into and perform this Agreement
• It has right to use any IP provided in connection with this Agreement
• Services will be performed with due care and skill in professional manner
• Services will be delivered by suitably qualified Personnel
• Services will comply with Requirements
• Services will not infringe third party IP rights

11.2 Warranty Period

During the Warranty Period, Redux will promptly correct defects in relevant Deliverables at no extra charge upon written notice from Client.

11.3 Warranty Exclusions

Warranties don't apply if:

• Software not used in accordance with Documentation
• Defect caused by modification (other than by Redux)
• Defect caused by Client, its Personnel, or equipment failure
• Defect caused by Force Majeure Event

11.4 Client Warranties

Client represents and warrants that:

• It has right and authority to enter into and perform this Agreement
• It has right to use any IP provided in connection with this Agreement
• It will provide suitably skilled Personnel to perform its obligations

11.5 Third Party Items

If Redux procures third party software, hardware or equipment, Client acknowledges Redux is not the manufacturer and such items are supplied under third party supply/license terms with manufacturer's warranties passed through.

11.6 Redux Liability for Third Party Items

Redux's liability for third party items is limited to replacement, repair or re-purchase of defective items. Redux will ensure escalation channels for prompt resolution of defective items.

11.7 Exclusion of Other Warranties

The warranties in this clause replace all other representations or warranties and all other warranties are excluded, including implied warranties of merchantability, non-infringement and fitness for particular purpose.

12.1 Background IP

All IP proprietary to a Party and modifications/improvements to it (other than New IP) remains the property of that Party. Nothing transfers ownership except:

• Redux grants Client royalty-free, non-exclusive license to use Redux IP for business purposes
• Client grants Redux royalty-free, non-exclusive license to use Client IP for providing Services

12.2 New IP

New IP created by Redux during the Term will be owned by Client (subject to payment of relevant Charges). Client grants Redux irrevocable, perpetual, royalty-free license to use New IP for Client's business purposes.

12.3 Further Assurances

Neither Party shall impair the other's IP Rights. Each Party undertakes to:

• not make claims inconsistent with other Party's IP Rights
• maintain reasonable security measures
• notify of unauthorized use
• ensure ownership notices not altered
• not sell, rent, dispose or copy IP

12.4 Use of Ideas

Each Party is free to use general skills, know-how, and expertise, and to use generalised ideas, concepts, methods, and techniques gained during this Agreement so long as no unauthorized use or disclosure of Confidential Information occurs.

12.5 Data Rights

Redux assigns to Client all present and future IP rights in Data as and when they come into existence and waives all rights of lien or similar rights in respect of Data, provided this doesn't prevent Redux exercising rights to recover payment for Services related to Data.

12.6 IP Protection

Both parties acknowledge the importance of protecting intellectual property and will take reasonable measures to prevent unauthorized use, disclosure, or infringement of the other party's IP rights.

12.7 Third Party IP

Where third party IP is incorporated into Services or Deliverables, appropriate licenses will be obtained and Client will be bound by relevant third party license terms.

13.1 IP Indemnity

Each party will indemnify the other against claims that use of Services, Deliverables or other IP provided by the indemnifying party constitutes breach of patent, copyright, trade secret or other proprietary right.

13.2 Indemnity Conditions

Indemnity applies provided the indemnified party:

• doesn't admit liability and co-operates with defense
• makes Personnel available for statements and evidence
• notifies promptly and gives complete authority to defend

13.3 Indemnifying Party Obligations

The indemnifying party shall:

• have sole control of defense and settlement negotiations
• obtain legal right to continue using IP
• modify IP to render non-infringing
• replace with reasonably equivalent non-infringing IP

13.4 Limitation of Liability

If one party is liable to the other for any matter under this Agreement, damages are limited to the aggregate amount paid or payable to Redux under the relevant SOW.

13.5 Excluded Damages

Neither party will be liable for:

• loss of income, profit, goodwill, or savings
• work stoppage or data loss
• commercial damages or loss
• computer failure or malfunction
• indirect, incidental, special, consequential, or punitive damages

13.6 Liability Exceptions

Limitations don't apply to breach of confidentiality, IP indemnity, or liability for death/injury to persons and damage to tangible property caused by wilful act or negligence.

13.7 Insurance

Redux shall maintain prudent insurance cover with reputable insurer for the Term and at least two years after termination. Redux will provide certificates of currency upon request.

13.8 Mitigation

Each party shall take reasonable steps to mitigate losses, damages, costs or expenses arising from the other party's acts or omissions.

14.1 Dispute Process

Any dispute under or in connection with this Agreement shall be discussed and resolved in accordance with this clause.

14.2 Good Faith Negotiation

The parties shall first attempt to resolve disputes through good faith negotiation between senior representatives of each party.

14.3 Mediation

If negotiation fails, disputes shall be referred to mediation under the LEADR New Zealand Inc. Standard Mediation Agreement before any court proceedings.

14.4 Continuing Obligations

During dispute resolution, both parties shall continue to perform their obligations under this Agreement except in respect of the matter in dispute.

14.5 Jurisdiction

This Agreement is governed by New Zealand law and the parties submit to the exclusive jurisdiction of the New Zealand courts.

14.6 Urgent Relief

Nothing in this clause prevents either party from seeking urgent interlocutory relief from a court where circumstances require immediate action.

14.7 Costs

Each party bears its own costs of dispute resolution unless otherwise agreed or determined by a court or arbitrator.

14.8 Confidentiality

All dispute resolution proceedings and related communications are confidential and subject to without prejudice privilege.

14.9 Time Limits

No cause of action discovered more than two years prior to filing suit may be asserted against either party.