Standard Online Terms and Conditions

TRANQUIL IT LIMITED – STANDARD ONLINE TERMS AND CONDITIONS (GOODS AND SERVICES)

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.

1. Defined terms

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.

2. Duration/Term

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.

3. Payment

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 7 days of receipt of the invoice. Any payment by Tranquil IT Limited shall be 20th of the month following receipt of invoice.

4. Price Adjustment Clause

The prices for goods and services under this Agreement are based on costs current at the Commencement Date. The Supplier may adjust prices if third-party software providers, contractors, or goods manufacturers increase their charges, provided written notice and reasonable evidence of such increase are given to the Client. In addition, the Supplier may review and increase prices annually on the anniversary of the Commencement Date, with at least 30 days’ prior written notice. Any annual increase will not exceed 10% or the percentage change in the Consumer Price Index (CPI) for New Zealand, whichever is greater.

5. Title, risk, and delivery

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.

6. Warranties

Tranquil IT Limited warrants that:

the Goods will materially conform with any agreed description or specification;
Your use of the Goods and receipt of the Services in accordance with this Agreement will not infringe the rights of any other person;
the Services will be performed with due diligence, care, and skill by appropriately trained, qualified, and experienced persons; and
all information provided by Tranquil IT Limited, in connection with this Agreement, is accurate, complete, and true to the best of our knowledge.

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.

7. Health & Safety & Security:

You must:

consult, cooperate and coordinate with us to ensure that each Party complies with the HSW Act as it relates to this Agreement;
comply and ensure that its personnel comply, with their obligations under the HSW Act;
comply with all our reasonable directions relating to health, safety, and security; and
report any health and safety incident, injury or near miss, or any notice issued under the HSW Act, us if it relates to, or affects, this Agreement.

8. Access

You will allow our personnel prompt access to your premises to the extent necessary for the provision of the Goods and Services.

9. Confidentiality

Each Party must keep the other Party’s Confidential Information strictly confidential and must not disclose it except:

as required by law;
if it becomes publicly available through no breach of this Agreement; or
to its professional advisers or personnel on a need‑to‑know basis, provided they are bound by confidentiality obligations no less restrictive than these.

Survival: These confidentiality obligations survive termination or expiry of this Agreement. They continue for 3 years from termination/expiry, and indefinitely for trade secrets.

10. Intellectual property

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.

11. Liability

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.

12. Force Majeure

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.

13. Termination

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

if there is a material breach of this Agreement which has not been remedied within 30 Business Days of being notified by the other Party, or
if an event which is the subject of clause 12 continues for more than 20 days.

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.

14. Communication

All notices to Tranquil IT Limited in connection with this Agreement must be directed to: [email protected]

15. Subcontracting

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.

16. Protecting Personal Information

Each Party agrees to comply with its obligations under the Privacy Act 2020.

17. Resolving disputes

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.

18. Stress Free Product Support Reasonable Use

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.

19. General

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.

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