Usual Terms and Conditions

Version 1.4 – Published 18 July 2025

On acceptance of these Systems Advisory Services Limited (“SAS IT”) Terms and Conditions, The Customer and SAS IT acknowledge that all goods and services provided by SAS IT to The Customer shall be provided on the following terms and conditions. In addition to any other form of acceptance, acceptance shall be deemed to have occurred in any event upon delivery by SAS IT to The Customer of any goods and services requested by The Customer.

With the exception of Customer Terms & Conditions of Business (CTOB), nothing in these SAS IT Terms and Conditions will derogate from any written Agreement between SAS IT and The Customer, and to the extent there is any conflict between any written Agreement and these SAS IT Terms and Conditions, the written Agreement will prevail, in each case only to the extent that the written Agreement specifically deviates from these SAS IT Terms and Conditions, and then only as the context requires.

Definitions

Customer means the company or person buying any Services or Product directly from Systems Advisory Services Limited.

Agreement means a written and counter signed offer or set of Terms and Conditions between Systems Advisory Services Limited and the Customer.

Services means any work performed by Systems Advisory Services Limited (SAS IT) for the Customer, which may include consulting, technical support, managed services, or any other professional services agreed upon in writing between SAS IT and the Customer. Services may be provided on a fixed-price basis, time and materials basis, or any other method as specified in the agreement.

Products mean any goods or items supplied by SAS IT to the Customer, including but not limited to hardware, software, licenses, and any other tangible or intangible items that are sold or licensed to the Customer. Products are subject to the terms outlined in these Terms and Conditions and any additional agreements specific to the product.

Intellectual Property encompasses all intellectual property rights owned by either SAS IT or the Customer existing at the time of acceptance of these Terms and Conditions. This includes but is not limited to copyrights, patents, trademarks, trade secrets, designs, and knowledge. Any intellectual property developed during the provision of services remains confidential and is subject to use restrictions as outlined in these Terms and Conditions.

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Terms and Conditions

1.1 Normal payment terms:

  • Procurement invoiced on delivery, to The Customer. Goods procured may be delivered in separate instalments, each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions
  • Fixed-price services will be invoiced in either:
    • Two (2) instalments – 50% in advance of work commencing and balance upon completion of work, by the sixth working day of each month.
    • By Agreed Milestones.
  • Time & Materials services will be invoiced by the sixth working day following the month the services were performed in.
  • Any variable consumption-based or 3rd party provider licensing will be invoiced by the sixth working day following the month in which consumption occurred.
  • Unless otherwise agreed in writing by SAS IT, full payment shall be due on:
    • “Due Date,” or
    • If an order of goods procured for resale to the customer exceeds $20,000 dollar value, it must be paid within 14 days of the date of the invoice.
    • Immediately upon the commencement of any action or proceedings by or against The Customer, which in the opinion of SAS IT, might compromise the customer’s creditworthiness.
  • For these terms, the “Due Date” will be the 20th day of the month following the date of the invoice.
  • For these terms, the “14-day payment term” will be 14 days after the date of the invoice
  • An overdue payment fee may be charged at 8% compound interest calculated daily and charged monthly
  • All pricing excludes GST, freight, and disbursements.

1.2 Procurement

  • Subject to these normal terms and conditions.

1.3 Services Engagements

  • Unless specified otherwise, SAS IT will perform work on a Time and Materials basis, whereby SAS IT will bill for the actual amount of effort taken to complete the engagement. This may be more or less than the estimate provided and:
    • Efforts expended will be billed monthly.
    • If the estimated cost to complete the engagement exceeds the original estimate at any point during the engagement, then SAS IT will make The Customer aware as soon as possible.
    • Variations may be raised to reflect the impact of scope changes, alterations to the approach, or delays.
    • Where practical, variations will be agreed upon between The Customer and SAS IT before incurring additional cost.
    • Disputed billable hours should be raised with SAS IT within 5 days of receiving the invoice, disputes shall be investigated and actioned accordingly
  • Unless otherwise stated, all SAS IT work will be undertaken by SAS IT technical resources during the business hours of 8:30 am to 5:00 pm NZST. Monday to Friday (excluding public holidays).
  • All time that SAS IT spends on-site waiting on The Customer`s staff may be charged to the customer at T&M rates. All time that SAS IT spends on work that is outside the scope of this engagement will be charged to the customer at T&M rates. All time that SAS IT spends on work due to underlying IT problems or issues may be charged to the customer at T&M rates.
  • If the engagement is put on hold or cancelled due to circumstances beyond SAS IT’s control, accumulated charges will be invoiced to The Customer.

1.4 Managed Services

  • All proposals assume a minimum contract term of 36 months unless stated otherwise
  • Any 3rd party or service provider licensing costs are indicative only and are subject to change from month to month.

1.5 Non- Solicitation

  • Each party agrees not to hire, contract or otherwise engage the staff or contractors of the other party, during or within 12 months of termination of this agreement, without either:
    • the express written permission of the other party, or if this is not gained,
    • the payment of a recruitment fee of $60,000 by the hiring party to the other party, within 7 days of receipt of invoice.
  • Non-Solicitation applies to both direct and indirect hiring or engagement.

1.6 Limitation of Liability

  • Subject to and to the extent permitted by applicable law, neither SAS IT nor anyone else who has been involved in the creation, production, or delivery of the products or services that are provided under these Terms and Conditions shall be liable for any direct, indirect, consequential or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of the use or inability to use the products or services, or provision of, or failure to provide, support, even if SAS IT has been advised of the possibility of such damages. The liability of SAS IT, to the extent that such limitation does not apply, shall in that case not exceed the sum of the invoice relating to goods or associated services the customer is making a claim against, whether that liability arises for negligence, breach of warranty, or otherwise.

1.7 Confidential Information

  • Confidential information means any information relating to SAS IT`s business or the technology or design of any good or item associated with any good or service, any information relating to these terms or their subject matter, any information gained by The Customer through its dealing with SAS IT that The Customer should reasonably assume is confidential, and any information notified by SAS IT is to be confidential.
  • The Customer acknowledges the confidential nature of SAS IT`s intellectual property rights in, the confidential information and will not use, copy, or disclose any confidential information, and SAS IT will not disclose any confidential information that it receives from the customer other than:
  • As required by the New Zealand Stock Exchange Listing Rules;
    • In good faith and in proper furtherance of the objects of these terms; and
    • To its legal advisors; or
    • Information that is already in the public domain.
    • All confidential material shall be returned to either party or destroyed by mutual agreement

1.8 Intellectual Property

  • Both The Customer and SAS IT agree that all Intellectual Property owned by either party and existing on the date of an acceptance of these Terms and Conditions will remain the exclusive property of that party during the term of the provided products and services and thereafter.
  • Unless otherwise agreed in a separate Agreement, all codes, standards, and other intellectual property provided by SAS IT in carrying out any services are confidential and are shared by The Customer and SAS IT:
    • The Customer shall have perpetual rights to store and use the work products of the services for its internal purposes only. The Customer will not make these work products available to other suppliers or contractors.
    • The Customer agrees that SAS IT had, prior to the provision of products and services under these Terms and Conditions and may further gain, ideas, techniques, and know-how (together “Know-How”) and nothing in any Agreement shall restrict Supplier from using such Know-How. SAS IT shall have rights to store, use and continue to develop the generic frameworks and templates of the work products, which shall exclude any information specific to The Customer.

1.9 General

  • Customer Terms & Conditions of Business (“CTOB”) do not supersede these SAS IT Usual Terms and Conditions unless the CTOB are specifically signed by a member of SAS IT Management and SAS IT Management specifically acknowledge these Terms and Conditions no longer applies. The following methods of forwarding CTOB must not be interpreted as specific agreement to CTOB:
    • Fulfilling an order where the Customer Purchase Order contains CTOB, or
    • Attaching CTOB to payment, or
    • Letter to SAS IT showing CTOB, or
    • Including CTOB as an attachment to, or in the body of an email, or
    • Referring SAS IT to CTOB in any of the above forms of communication.

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