1. When these terms apply
1.1 This document (the ‘Agreement’) sets out the terms on which Scientific Software & Systems Ltd
(“SSS”) will supply goods and services (a ‘Supply’) to you (‘You’), including those goods and services:
1.1.1 ordered by You; or
1.1.2 supplied to You pursuant to a quotation issued to You by SSS.
1.2 These terms apply to every Supply, except to the extent that:
1.2.1 SSS has entered into a separate contract with You relating to the supply of specific goods and services to You; and
1.2.2 the terms of that contract are inconsistent with any of these terms, and the terms of that contract are expressed to prevail over these terms.
1.3 For the avoidance of doubt, the terms and conditions included in a document issued by You, such as a purchase order or confirmation, will not apply to a supply of goods or services to You by SSS.
2. Other terms may also apply
2.1 In addition to these terms, You will comply with any specific terms applicable to the goods or services that SSS coveys to You in writing, prior to You taking delivery of the goods or engaging SSS to supply services.
3. Price and Payment
3.1 The price paid by You to SSS for goods and services shall be:
3.1.1 as specified in SSS’s price list, as amended from time to time; or
3.1.2 as set out in SSS’s quotation accepted by You in writing.
3.2 Quotation prices are offered by SSS for acceptance by You until the expiry date shown on the quotation, or in the absences of this, 14 days after You receive the quotation.
3.3 Unless expressly stated, all prices are exclusive of:
3.3.1 goods and services tax; and
3.3.2 freight and handling charges; and
3.3.3 travel and out of pocket expenses; and
3.3.4 support and maintenance charges; and
3.3.5 installation and configuration services.
3. 4 SSS shall issue You with a valid tax invoice.
3. 5 You will pay all undisputed tax invoices within 30 days of invoice date.
3.6 You will make payment to SSS by direct credit, or by any other method agreed by SSS and You.
3.7 You will not make any deduction or set off or withhold payment for any reason, except for when you dispute the content of a tax invoice on reasonable grounds.
3.8 If You dispute an amount shown on a tax invoice, You may withhold payment of that amount until resolution of the dispute.
3.9 If a dispute over the content of a tax invoice is resolved in Your favour, SSS will issue a credit note to You for the disputed amount. Otherwise, you will pay the disputed amount owed to SSS within 30 days of resolution of the dispute.
3.10 SSS shall have the right to charge interest on all amounts that are overdue for payment from the first day overdue to the date paid.
3.11 Any amount not paid by You when due will bear interest calculated on a daily basis from the due date for payment until the date of actual payment at a rate equal to 5% above the then current 90-day bank bill rate quoted by the ANZ Bank.
3.12 You shall pay any collection or legal fees incurred by SSS in settling any past due invoices.
4. Goods
4.1 You shall provide all information necessary for SSS to deliver goods to Your delivery site.
4.2 Risk of damage or loss of goods shall pass to You on arrival of goods at Your delivery site.
4.3 All goods remain the property of SSS, and You shall be a fiduciary in relation to these goods, until full payment is received.
5. Support and Maintenance Services
5.1 Support and maintenance services performed by SSS will commence on completion of the software installation process and shall continue for the initial agreed term. SSS will advise You of any variation to the service terms and charges for any renewals beyond the initial agreed term.
5.2 Third party support or maintenance services resold by SSS are subject to the terms and conditions for such services imposed by the third party provider. SSS is not a party to any such third-party terms and conditions.
5.3 You will cooperate fully with SSS and allow such access to Your premises and to data or software on Your systems as necessary to properly perform the support services.
6. Professional Services
6.1 SSS will supply the professional services as documented in a quotation or statement of work.
6.2 SSS will use its reasonable endeavours to perform the services by the date agreed, but will not be liable for any delays in performance caused by matters beyond its control.
6.3 You will cooperate fully with SSS and allow such access to Your premises and to data or software on Your systems as necessary for SSS to properly perform the professional services.
7. Intellectual Property
7.1 All intellectual property rights attaching to the goods, or arising out of the supply of services, are the property of SSS or its supplier.
7.2 Software will be licensed to You on the terms provided with the relevant goods or as otherwise agreed between SSS and You in writing.
8. Confidential Information
8.1 Any information that is provided under this Agreement by You or by SSS is confidential if:
8.1.1 it is marked as being confidential; or
8.1.2 its nature reasonably implies that it should be confidential; or
8.1.3 reasonable steps to determine whether it is publicly available show it not to be available.
8.2 However, information that is not publicly available that a party can show is already known to them without an obligation of confidentiality is not confidential information.
8.3 Each party shall only use and disclose confidential information that it receives from the other party as is necessary to discharge that party’s obligations under this Agreement or provided for under the terms of this Agreement.
8.4 Notwithstanding clause 8.3 each party may disclose confidential information:
8.4.1 where it is required to by law;
8.4.2 where it is necessary to satisfy the requirement of any regulatory agency or stock exchange;
8.4.3 to a party’s professional advisors and consultants provided they execute a confidentiality agreement that is no less comprehensive than the terms of this clause 8;
8.4.4 where the other party agrees to the disclosure in writing.
9. Privacy
9.1 SSS shall collect, use and discloses personal information in accordance with:
9.1.1 The Privacy Act 2020; and
9.1.2 this Agreement; and
9.1.3 SSS’s Privacy Policy available at https://www.sss.co.nz/privacy-policy.html
9.2 You confirm that your representatives and customers, as applicable, authorise our collection and use of their personal information in accordance with clause 9.1.
10. Liability
10.1 Exclusion of Liability: SSS will not be liable to You, under the law of contract, tort including negligence, equity or otherwise, for any indirect or consequential damages, or for loss of profits, loss of business, loss of anticipated saving, or lost data arising out of, or in connection with, this Agreement even if You were advised in advance of the possibility of such damages.
10.2 Limitation of Liability: SSS’s liability to You, under the law of contract, tort including negligence, equity or otherwise, for damages arising out of, or in connection with, this Agreement will not exceed the sum paid by You under these terms during the 12 months prior to a single event or the first occurrence of a series of connected events.
11. Warranties
11.1 Goods Warranty: SSS will transfer to You that part of each good’s respective manufacturer’s warranty as is legally and contractually permissible for SSS to pass on, resell, or assign to You. These will be made known to you in documents supplied by SSS or the manufacturer.
11.2 SSS makes no warranty, express or implied, with regard to the goods other than those that may not be lawfully excluded from these Terms.
11.3 Services Warranty: SSS warrants services will be provided by appropriately qualified individuals in a professional manner and in conformance with generally accepted industry standards and practises.
11.4 SSS warrants that its services materially conform to their description as detailed in the quotation or statement of work.
11.5 In the event of breach of the warranty, SSS shall remedy any material non-conformance of the service with its description that is reported to SSS within 30 days of completion, at no charge to you and in a reasonable period of time.
12. Termination
12.1 SSS may terminate this Agreement if You:
12.1.1 default in any payment, or breach the terms of any agreement between SSS and You relating to the supply of goods or services; or
12.1.2 become insolvent, or propose or enter into any arrangement, compromise, or composition in satisfaction of your debts.
12.2 If the circumstances described in clauses 12.1.1 and 12.1.2 occur, SSS may also:
12.2.1 require immediate payment by You of all outstanding amounts;
12.2.2 suspend further supply of goods or services;
12.2.3 recover possession of any goods and the outcomes of services for which payment has not been made.
13. General
13.1 Amendment: SSS reserves the right to amend the terms of trade from time to time.
13.2 Relationship of the Parties: Nothing expressed or implied in this Agreement will be deemed to constitute either party as the legal representative, employee, agent, joint venture partner, or other partner of the other party.
13.3 Severability: If any one or more of these terms becomes invalid, void, illegal or unenforceable for any reason, it will be deemed to be severed from this Agreement without affecting the validity or enforceability of the remainder of this Agreement.
13.4 Waiver: No waiver of any breach, or failure to enforce, any of these terms will limit SSS’s right to subsequently enforce strict compliance.
13.5 Governing law and jurisdiction: This Agreement is governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand with respect to any dispute arising under, or in relation to these terms of trade. SSS also retain the right to bring proceedings in any other court of Competent jurisdiction.
