1.1 These terms and conditions govern the supply of products and services provided by Aiscorp. “Aiscorp” means Aiscorp Limited trading as Aiscorp.
1.2 Products and/or services supplied by Aiscorp are supplied for business purposes. To the extent permitted by law, the Customer and Aiscorp agree that the Consumer Guarantees Act 1993 does not apply to any supply under this agreement.
1.3 Aiscorp’s quotes for products and/or services are priced exclusive of GST and delivery charges. The Customer will pay GST and delivery charges, where applicable, in addition to the basic price of products and/or services.
1.4 These terms and conditions prevail over Customer terms and conditions unless expressly agreed in writing. No amendments or modifications to the terms and conditions contained in this agreement are effective unless written and signed by authorised signatories of both parties.
2.1 Aiscorp will deliver to the Customer cost effective solutions that meet mutually agreed requirements.
2.2 Aiscorp will meet these requirements with due care, skill and diligence and employing techniques, methods, procedures and products of a high quality and standard consistent with generally accepted industry standards.
2.3 Aiscorp’s employees will have the appropriate skills and expertise to meet the Customer’s requirements.
2.4 Aiscorp is responsible for services performed by Aiscorp and its subcontractors.
2.5 Aiscorp will rectify any faults in its services at Aiscorp’s expense where Aiscorp have failed to meet the mutually agreed requirements and the fault is within Aiscorp’s control. For any product, Aiscorp extends to the Customer the same warranties for that product as provided by the manufacturer or original supplier to Aiscorp (refer specific clause “Warranties” under Product below).
2.6 During the term of this agreement and for 12 months after its termination, Aiscorp will not directly solicit for employment any person employed or engaged by the Customer, other than in response to a general public advertisement not specifically directed to that person.
2.7 Aiscorp will maintain at its own cost, a public liability and professional indemnity insurance policy with a minimum amount of cover in each case of not less than $2,000,000.
2.8 Aiscorp’s quotes for services will be valid for a period of 30 days from the date of issue unless Aiscorp specifies a shorter period. Aiscorp quotes for products will be valid for 21 days, unless otherwise specified. Aiscorp’s quotes will be deemed withdrawn after these periods.
3.1 The Customer will comply with Aiscorp’s payment as specified on :
(a) Product – Payment due within 14 days from date of invoice;
(b) Services – Payment due by the 20th day of the month following date of invoice; and
(c) Contracted Services – Payment by automatic bank transfer due on the first of each month.
3.2 The Customer will ensure its account stays within the credit limit, if any, that Aiscorp in its sole discretion may set.
3.3 The Customer will provide Aiscorp with a valid purchase order for each order of products and/or services.
3.4 During the term of this agreement and for 12 months after its termination, the Customer will not directly solicit for employment any person employed or engaged by Aiscorp, other than in response to a general public advertisement not specifically directed to that person.
3.5 In this agreement, “Intellectual Property” means all copyright, patents, designs, design rights, database rights, technology, confidential information, trade secrets, know-how, techniques and trade practices, whether existing at the date of this agreement or developed afterwards.
(a) Aiscorp retains ownership of all Intellectual Property owned by it before the date of this agreement or developed, created or discovered by Aiscorp in connection with the supply of products and/or services to the Customer.
(b) The Customer retains ownership of all Intellectual Property owned by it before the date of this agreement and any materials, ideas, information or know-how provided by it to Aiscorp.
(c) The Customer must keep confidential and must not disclose to any third party any Intellectual Property owned by Aiscorp that is provided or disclosed to the Customer without Aiscorp’s prior written consent.
(d) Subject to the Customer complying with this agreement and paying all amounts due, Aiscorp grants the Customer a non-exclusive, non-transferable licence to use Intellectual Property owned by Aiscorp that is comprised in the products and/or services supplied by Aiscorp, solely for the Customer’s internal business purposes. This clause 3.5 survives termination of this agreement.
4.1 There are factors beyond Aiscorp’s control affecting the ultimate success of the use of its products and/or services. Accordingly, the express warranties in clause 2 replace all other representations and warranties, whether statutory, express, implied, written or oral, and all such representations and warranties are excluded to the extent permitted by law.
4.2 Except as otherwise expressly provided for in this agreement, Aiscorp will not under any circumstance be liable under the law of tort, contract or otherwise for any loss of profits, revenues, savings, reputation, goodwill or data or for any indirect loss or consequential loss or damage, however caused, arising out of or in conjunction with:
(a) any act, omission, error, default, or delay by Aiscorp or its subcontractors, employees or agents;
(b) any act, omission, error, default, or delay in respect of the provision, installation, servicing, use, or termination of products or services;
(c) the failure by Aiscorp to provide products or services;
(d) any failure of services or any failure of any product provided, whether as part of or in association with services or otherwise;
(e) any cyber-related issues, including but not limited to cyber security breaches, data breaches, malware, ransomware, hacking, unauthorised access, denial of service attacks, or the interception of any communication using products or services provided by Aiscorp;
(f) any advice, recommendation, or information provided by Aiscorp, whether as part of or in association with services or otherwise; or
(g) any reliance placed by the Customer on any advice, recommendation, or information provided by Aiscorp, whether as part of or in association with services or otherwise.
(h) any indirect, consequential, or special loss arising from the use, output, or failure of any AI System.
4.3 Aiscorp is not liable for defects in goods not manufactured by Aiscorp or for defects arising from any modification, incorrect maintenance, installation or operation carried out by any person other than Aiscorp.
4.4 Aiscorp’s aggregate liability for breach of this agreement or any supplementary agreement, however arising, shall not exceed the total consideration payable to Aiscorp by the Customer for the particular products and/or services to which the claim relates.
4.5 Each party must keep confidential any non-public information disclosed in connection with this agreement, including client information, financial affairs, business plans, products, technical operations, ticket content, system data and related information. Aiscorp may use that information only to provide, support and improve the products and/or services, and will not use the Customer’s confidential information to train general-purpose or third-party AI models without the Customer’s consent. If any AI system is operated by a third-party provider, Aiscorp will take reasonable steps to ensure that provider maintains appropriate confidentiality and security measures. Neither party may disclose confidential information without the other party’s prior written consent, except where disclosure is required by law or the information is public, already known, independently developed, or lawfully received from a third party.
5.1 If the Customer fails to pay in full any amount due to Aiscorp when due, or otherwise breaches this agreement, Aiscorp may, without prejudice to and in addition to any other rights or remedies available to it, exercise any one or more of the following rights:
(a) delay delivery of any products or the supply of any services until the matter is resolved to Aiscorp’s satisfaction;
(b) suspend or cancel, in whole or in part, this agreement or any other contract between the parties by written notice to the Customer;
(c) recover from the Customer, or deduct from or set off against any amount Aiscorp may owe the Customer, all amounts for any damage, loss, cost or expense (including actual legal costs and expenses) arising from the Customer’s default or non-performance;
(d) charge, and the Customer must pay, default interest at the rate of 16% per annum, calculated daily from the due date until payment is made in full, together with all actual legal costs and other costs and expenses incurred by or on behalf of Aiscorp in enforcing or defending any of its rights;
(e) by notice to the Customer, require that all amounts owing by the Customer, whether or not then due, are immediately payable;
(f) repossess any products in the possession or control of the Customer to which title remains with Aiscorp and, for that purpose, enter the Customer’s premises to recover those products.
6.1 Order cancellation If the Customer cancels or delays delivery of an order, the Customer must pay Aiscorp any fees, including restocking fees, incurred by Aiscorp as a result of that cancellation or delay. If Aiscorp is unable to return these goods to its suppliers, the Customer agrees to pay the value of the order in full. The Customer acknowledges that an order is defined to include any loan or evaluation equipment.
6.2 Invoicing Aiscorp will invoice the Customer immediately upon dispatch. Delivery charges, including freight and handling fees, will be added to each invoice. Urgent, large and/or bulk orders may incur extra freight charges.
6.3 Title Title to each product remains with Aiscorp until Aiscorp has received the full purchase price for that product in cleared funds. If the Customer fails to pay the purchase price in full when due, Aiscorp may, without liability and with or without notice, repossess that product and exercise any other legal remedy available to it. Title to each product passes to the Customer only upon full payment of all Aiscorp invoices relating to that product. Goods will be deemed accepted unless the Customer notifies Aiscorp in writing within seven days of delivery. Risk passes to the Customer when goods are delivered to the Customer’s site or nominated freight agent. Aiscorp supplies licensed products on the condition that the Customer accepts the originating supplier’s licence terms and conditions of use. The Customer acknowledges that it may continue to be liable for the costs of licensed products in the event this agreement is terminated prior to the date set out in the Services Schedule.
6.4 Delivery address The Customer agrees that proof of delivery is a signed delivery acceptance at the delivery address noted on the equipment order. Aiscorp is not obliged to verify the authority of any individual to accept delivery at the designated delivery address.
6.5 Damaged goods Any goods damaged in transit must be reported by email within 5 working days of receipt, failing which any claim in respect of transit damage may be rejected.
6.6 Product returns procedure Aiscorp will supply the Customer with products as specified and will replace products incorrectly delivered at no additional cost. If the Customer wishes to return any product, whether because it is faulty, after evaluation, or because it is no longer required, a Return Authorisation (RA) number must first be obtained from Aiscorp. The ability to return goods, other than evaluation items, is only available if the goods are not more than one month old or are within Aiscorp’s supplier’s maximum return period, whichever is less, and are returned in their original packaging and in resaleable condition. Software may only be returned if unopened. A full credit may only be available if the goods have not been used. All returned goods may be subject to a restocking fee.
6.7 Warranties Aiscorp will provide the Customer with all reasonable assistance where a product is not in accordance with any manufacturer’s warranty, but except to the extent rights cannot lawfully be excluded, Aiscorp gives no separate warranty, express or implied, in relation to products.
6.8 Substitution In the event that the desired equipment becomes unavailable or will be out of stock for an extended period, Aiscorp will endeavour to provide a suitable substitute but does not guarantee to be able to do this without additional charge. Aiscorp would only do this after consultation with the Customer.
6.9 Insurance The Customer agrees that in the event that a product is consigned to Aiscorp’s offices, the Customer is responsible for insurance upon delivery to Aiscorp’s offices and during subsequent transit to the Customer premises.
Aiscorp may adjust quoted prices for products to reflect exchange rate fluctuations occurring before dispatch.
Availability information is provided by Aiscorp’s suppliers and cannot be guaranteed unless expressly confirmed by Aiscorp in writing.
Services to be provided by Aiscorp under this agreement may be supported by a Services Schedule detailing one or more specific terms and conditions in addition to the ones contained herein.
Both Parties agree that from time to time Aiscorp may be called upon to carry out work at short notice, often being work of a minor nature, or urgent work such as responding to cyber incidents, where it will not be feasible to put a formal Services Schedule in place. Such work will still be covered under the terms of this agreement.
Unless otherwise provided in a Services Schedule, Aiscorp provides services on a time and materials basis at Aiscorp’s standard charge-out rates current at that time. Aiscorp will invoice monthly for services performed during that month, whether or not the work is completed during that month and irrespective of whether such work in set out in a Services Schedule or is ad hoc work contemplated by clause 7.2 above. All charges are exclusive of GST. Any reimbursable expenses will be charged in addition.
The Customer agrees to provide Aiscorp with its acceptance of the services performed as soon as is practicable after acceptance testing (if any, as may be defined by supplementary agreement between the parties) and always in good faith that such acceptance will not be unreasonably withheld. Where no acceptance is advised to Aiscorp within 30 days, Aiscorp may deem acceptance to have been given by the Customer.
7.5 Delays The Customer agrees to pay Aiscorp’s reasonable standby, rescheduling and other direct costs incurred if the work is delayed due to the Customer’s default or non-performance of any of its obligations under this agreement or any supplementary agreement. This clause does not apply to work of a minor nature.
Either party may terminate this agreement at any time by giving 30 days’ notice in writing to the other party unless otherwise stated in a supplementary agreement between the parties for services or products.
Neither party may assign its rights under this agreement without the written consent of the other, which shall not be unreasonably withheld. Aiscorp may subcontract the performance of its obligations under this agreement or any supplementary agreement between the parties without first obtaining the Customer’s consent.
If any provisions in these conditions are illegal, invalid or unenforceable, the validity and enforceability of the remaining provisions will not be affected.
New Zealand law shall govern this agreement and the parties hereby submit to the non-exclusive jurisdiction of the New Zealand courts.
The Customer confirms it has the requisite authority to enter into this agreement.
9.1 Definition If either party (the “Claiming Party”) is prevented from, or delayed in, performing its obligations under this agreement, other than payment obligations, by circumstances beyond that party’s reasonable control and which could not reasonably have been foreseen when this agreement was entered into (“Force Majeure Circumstances”), then the Claiming Party will not be in breach of this agreement and will not be obliged to perform those obligations for so long as the Force Majeure Circumstances continue.
Force Majeure Circumstances include but are not limited to:
(a) Acts of God;
(b) Strikes, lockout or other industrial disturbances;
(c) Natural disasters;
(d) Fires or explosions;
(e) Civil disturbances; and
(f) Any unforeseeable order of any court or government authority.
9.3 Ongoing delays If Force Majeure Circumstances continue for more than six months, the non-Claiming Party may terminate this agreement by giving the Claiming Party 30 days’ written notice. Such termination is without prejudice to the accrued rights and liabilities of the parties at the date of termination.
9.4 Parties affected For the avoidance of doubt, Force Majeure Circumstances affecting Aiscorp’s suppliers and/or sub-contractors shall be deemed to be Force Majeure Circumstances for Aiscorp for the purposes of the Agreement.
10.1 The Parties will attempt to settle any dispute arising between them by good faith negotiations between themselves within ten (10) days of the dispute arising or an agreed longer period. If the dispute cannot be resolved within ten (10) days of the dispute arising, or such longer period as agreed upon by the parties, then either party may serve a written notice (a “Dispute Notice”) on the other party to initiate mediation in accordance with clause 10.2 below.
10.2 Mediation Any dispute or claim arising out of this agreement or any resulting transaction shall be submitted to mediation prior to the commencement of arbitration, litigation, or any other proceeding. The parties to the dispute or claim agree to act in good faith to participate in mediation, and to identify a mutually acceptable mediator within seven working days following the date of the Dispute Notice. If a mediator cannot be agreed upon by the parties within seven (7) days, each party shall designate a mediator within seven (7) days and those mediators shall select a third mediator who shall act as the mediator, assisting the parties in attempting to reach a resolution. All parties to the mediation shall share equally in the mediator’s cost. If the dispute or claim is resolved successfully through the mediation, the resolution will be documented by a written agreement executed by all parties. If the mediation does not successfully resolve the dispute or claim, the parties may then proceed to seek an alternative form of resolution of the dispute or claim, in accordance with the remaining terms of this agreement and other rights and remedies afforded to them by law.
11.1 Aiscorp and the Customer agree that acceptance of an electronic or written quote constitutes acceptance of these terms and conditions and creates a binding agreement between the parties.
11.2 The parties further agree that:
(a) this agreement records the entire understanding between the parties in relation to its subject matter and supersedes all prior discussions, negotiations and understandings relating to that subject matter; and
(b) except as expressly set out in this agreement, the Customer has not relied on any representation made by or on behalf of Aiscorp in entering into this agreement.
