These terms and conditions shall apply to all engagements with Tranquil IT Limited that are not otherwise subject to another Agreement expressly agreed in writing between the Parties.
Agreement means these terms, together with each Order (if any) sent to you.
Business Day means any day not being a Saturday or Sunday, a public holiday observed in Wellington, or the period from 26 to 31 December each year.
Goods means the goods (and any other result of the Services) to be provided by you, including as set out in an Order.
HSW Act means the Health and Safety at Work Act 2015 and any regulations made under it.
Order means any order, statement of work, work authorisation letter, email, or other document sent by you to Tranquil IT Limited describing matters such as the Goods, Services and price and indicating agreement to provide (and receive) Services.
Party means either Tranquil IT Limited or you the Customer; together they are the Parties.
Services means the services to be performed by Tranquil IT, including as set out in an Order.
These terms apply during the period of time specified in any Order, or otherwise during the period of time when we supply you the Goods or Services. The minimum default term for our SMB/Business Startup Assist product is 12 months, automatically rolling over for a further 12 months on the anniversary of the Order at which time Tranquil IT may unilaterally update pricing for any Service received by you.
We may issue invoices as agreed with you in any Order, and otherwise when the Goods or Services that will be the subject of the invoice have been provided to you. You must pay Tranquil IT Limited within 20 days of receipt of the invoice. All Charges and Fees may be amended by Tranquil IT Limited without notice.
Risk in the Goods will pass to the Customer on delivery of the Goods. Title to the Goods will pass to the Customer on payment for the Goods. Shipment and delivery timeframes specified in the Order are indicative only. Tranquil IT Limited may, in its sole discretion, require you to receive partial or incomplete deliveries.
Tranquil IT Limited warrants that:
In the event of a breach of warranty or other defect in the Goods or Services, your sole remedy shall be limited to, at Tranquil IT Limited’s sole discretion, either the replacement, work around or fix as determined by Tranquil IT Limited. For the avoidance of doubt this clause shall not apply to any third party Good or Service (including hardware and software, or broadband) procured through Tranquil IT Limited for which any remedy will only be available as provided by the relevant third-party supplier, manufacturer or distributor. All other warranties express or implied shall not apply.
You must:
You will allow our personnel prompt access to your premises to the extent necessary for the provision of the Goods and Services.
Each Party will keep confidential the other’s confidential information, except:
Ownership of intellectual property existing prior to this Agreement is not affected by this Agreement. Ownership of all intellectual property we create or discover in performing this Agreement will vest in Tranquil IT Limited on creation. For all Tranquil IT Limited intellectual property provided to you we grant you a non-exclusive, worldwide, and royalty free licence to use, copy, distribute, publish, transmit, translate, display and perform, that intellectual property for the term of the relevant Order and only to enable you to use the Goods or Services as we have agreed. For the avoidance of doubt this licence shall not apply to intellectual property from third parties manufacturers or suppliers purchased through Tranquil IT Limited. Where required for the provision of the Services or Goods the Customer agrees that Tranquil IT Limited may enter into third party licence agreements as its agent.
If Tranquil IT Limited is or becomes liable to you under or in connection with this Agreement (including in contract, tort, or equity), our maximum liability to you is limited to an amount equivalent to the amount actually paid by you under this Agreement except where this Agreement relates to a ‘free trial’ in which case our liability shall be limited to $1. Tranquil IT Limited shall have no liability where such losses were caused or contributed to by the Customer. The Parties agree that neither Party shall be liable for indirect, special or consequential losses including loss of profit, revenue, opportunity or breach of security.
Tranquil IT will not be liable for failure to fulfil its obligations due to an event beyond its reasonable control, which for clarity does not include strikes nor any form of labour dispute. Tranquil IT will exercise reasonable endeavours to avoid the event, mitigate, or remove its cause, and perform its obligations.
Tranquil IT Limited may terminate this Agreement with you on 20 Business Days’ notice at any time.
Either Party may terminate this Agreement on written notice
At the end of this Agreement, each Party will return all property and information of the other’s. The end of this Agreement will not prejudice any rights that arose prior to the end of this Agreement, nor affect any part of it which expressly or by its nature survives.
All notices to Tranquil IT Limited in connection with this Agreement must be directed to: [email protected]
The Customer agrees that Tranquil IT Limited may enter into a contract(s) with someone else to deliver any part of the Agreement. If we do Tranquil IT Limited continues to be responsible for delivering the Goods/Services under this Agreement even if aspects of the Agreement are subcontracted.
Each Party agrees to comply with its obligations under the Privacy Act 2020.
The Parties will use commercially reasonable endeavours to resolve any dispute or difference that may arise under this Agreement through direct negotiation. If the Parties cannot resolve a dispute by negotiation, either Party may refer the matter to mediation. The Party requesting mediation must notify the other Party in writing. Each Party will meet their own costs of resolving the dispute.
Tranquil IT Limited may, in its sole discretion, limit the support hours for Customers using the SMB Product (unless otherwise agreed). In the event support hours are limited, normal time and materials rates will be agreed.
Licences provided from third party vendors (including microsoft and Valo) are subject to separate software licence terms and conditions directly between the Customer and those third party vendors. It shall be a material term that the Customer shall strictly comply with all software licence terms and conditions.
Neither Party may not assign any of their rights under this Agreement to a third party without the consent of the other party (not to be unreasonably withheld).
Tranquil IT Limited may amend or change these terms and conditions from time to time, in its absolute discretion, without notice to you and without your consent.
No waiver under this Agreement is effective unless in writing.
Nothing in this Agreement creates a partnership, agency, or employee/employer relationship.
This Agreement is the entire agreement between the parties in relation to the Goods and Services.
This Agreement will be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.