Terms of Service

1 Definitions

In these Terms, unless the context requires otherwise:

“Project IT”, “we”, “us” or “our” means Project IT, together with its employees, contractors, representatives and authorised agents.

“Client”, “you” or “your” means the person, business, company, organisation or entity engaging Project IT, and includes any person who accepts a Quote or instructs Project IT on the Client’s behalf.

“Services” means any IT services, managed services, consulting, project work, support, security services, hardware or software supply, licensing, subscriptions, configuration, implementation, monitoring, maintenance or related work provided by Project IT.

“Quote” means any quote, proposal, estimate, statement of work, managed service agreement or pricing document issued by Project IT.

“Agreement” means the accepted Quote together with these Terms and any document expressly incorporated by them.

“Third-party products or services” means any products, software, subscriptions, hardware, cloud platforms, security tools, telecommunications or internet services, hosting platforms, vendors or services supplied or operated by a party other than Project IT.

Headings are for convenience only and do not affect interpretation. References to a party include that party’s permitted successors and assigns.

2 Acceptance and order of precedence

Acceptance of a Quote constitutes acceptance of these Terms and forms a binding Agreement. These Terms apply whether acceptance is given by signature, email approval, verbal approval, purchase order, online acceptance, payment of an invoice, or by the Client allowing Project IT to commence work.

The person accepting a Quote on behalf of the Client warrants that they are authorised to bind the Client.

If there is any inconsistency between documents forming the Agreement, the following order of precedence applies, unless a document expressly states otherwise: (a) a signed managed service agreement; (b) the accepted Quote or statement of work; then (c) these Terms.

The current version of these Terms is available on Project IT’s website. Project IT may update these Terms in accordance with clause 26.

3 Scope of services

Project IT will provide the Services described in the accepted Quote with reasonable care and skill. Any work outside the agreed scope is “out-of-scope work” and may be quoted and charged separately, and Project IT is not obliged to perform it until it is approved by the Client.

Project IT may provide advice, recommendations, implementation, support, monitoring, troubleshooting and management of IT systems. Unless expressly agreed in writing, Project IT does not provide legal, accounting, insurance, employment, privacy, tax or regulatory advice, and the Client should obtain its own professional advice on those matters.

Estimates of time, cost or completion dates are given in good faith but are not guarantees unless expressly stated to be fixed.

4 Quotes, pricing and availability

A Quote is valid for the period stated on it. If no period is stated, the Quote is valid for 7 days from its date of issue.

All prices are exclusive of GST unless expressly stated otherwise.

Pricing, stock availability, freight, vendor pricing, exchange rates and licensing costs are subject to change due to supplier or third-party factors. Project IT may withdraw or amend a Quote at any time before it is accepted, and may amend an accepted Quote where supplier pricing, stock, licensing, freight or availability has changed materially after acceptance, in which case the Client may approve the amended Quote or cancel the affected items.

Hardware, software, subscription and licensing orders are subject to supplier availability and vendor terms.

5 Payment terms

Payment terms are stated on the Quote or invoice. Unless otherwise agreed in writing, invoices are payable in full by the due date stated on the invoice, without set-off or deduction.

Project IT may require payment in full or in part before ordering hardware, software, licences or subscriptions, or before commencing project work.

If any invoice is overdue, Project IT may, without limiting its other rights: (a) suspend, delay or pause Services, orders or work; (b) charge default interest on the overdue amount at a reasonable commercial rate from the due date until payment; and (c) require payment of outstanding amounts before resuming work.

The Client is responsible for all reasonable collection, legal and debt-recovery costs incurred by Project IT in recovering overdue amounts.

The Client must raise any genuine dispute about an invoice in writing within 7 days of the invoice date, and must still pay all undisputed amounts by the due date.

6 Hardware, software and licensing

Hardware, software and licensing supplied by Project IT are subject to the warranty, licence and support terms of the relevant manufacturer, vendor, distributor or supplier. Project IT passes through the benefit of those manufacturer or vendor warranties to the Client to the extent it is able, but does not itself provide any additional warranty unless expressly agreed in writing.

Project IT is not responsible for vendor delays, discontinued products, supplier shortages, licence changes, warranty limitations, software defects or changes to third-party terms.

The Client is responsible for ensuring all software used in its environment is properly licensed, unless Project IT has been specifically engaged in writing to manage that licensing.

Software licences, subscriptions and cloud services may be non-cancellable and non-refundable once ordered, activated, provisioned or assigned.

Title to hardware supplied by Project IT does not pass to the Client until Project IT has been paid in full for that hardware. Risk in hardware passes to the Client on delivery.

7 Client responsibilities

The Client must give Project IT timely access to systems, premises, users, passwords, accounts, vendors, documentation, approvals and information reasonably required to deliver the Services. The Client acknowledges that delays in providing access or approvals may delay the Services and affect cost.

The Client is responsible for:

1. ensuring its staff follow reasonable security and IT policies;
2. maintaining appropriate business processes and internal controls;
3. ensuring data entered into its systems is accurate and lawful;
4. maintaining appropriate insurance, including cyber insurance where appropriate;
5. complying with all applicable laws, regulations, privacy obligations and industry requirements;
6. ensuring its third-party vendors cooperate where their systems are involved;
7. approving recommended changes, upgrades, patches, licences and security controls in a timely manner; and
8. notifying Project IT promptly of any suspected issue, outage, compromise, data loss, breach or unusual system behaviour.

Project IT is not liable for any loss or delay to the extent it is caused by the Client’s failure to meet these responsibilities.

8 Cyber security and risk

Project IT may recommend, supply, configure, monitor or manage cyber security products and services, including firewalls, endpoint protection, EDR, MDR, antivirus, email filtering, identity security, MFA, conditional access, backup solutions, monitoring tools, security policies, patching and related services.

The Client acknowledges and agrees that cyber security products and services are designed to reduce risk, and that no system, service, product, configuration, policy, backup or monitoring solution can guarantee complete protection.

The Client acknowledges that cyber security risk is affected by many factors outside Project IT’s control, including user behaviour, password practices, vendor vulnerabilities, software defects, zero-day exploits, third-party services, unsupported systems, unmanaged devices, the Client’s business and budget decisions, and the Client’s own internal processes.

9 Declined, delayed or disabled security recommendations

Project IT may recommend cyber security controls, products, licences, subscriptions, upgrades, patches, monitoring or backup services, configuration or policy changes, or other measures to reduce cyber security or operational risk. The Client acknowledges that such measures may involve additional cost, operational change, licensing, hardware, software, training or ongoing subscription fees.

To the maximum extent permitted by law, Project IT will not be liable for any loss, damage, business interruption, data loss, ransomware event, unauthorised access, privacy breach, public data breach, reputational damage, regulatory issue, third-party claim or other consequence that arises from, relates to, or could have been prevented, reduced, detected or remediated by a recommended measure that the Client declined, delayed, disabled, removed or did not maintain.

Project IT may continue to provide support after a recommendation is declined or not maintained, but the Client acknowledges that Project IT’s ability to prevent, detect, respond to, contain, remediate or recover from an incident may be limited where recommended controls have not been approved, implemented, maintained, renewed or followed. Project IT may require written acknowledgement from the Client where a material security recommendation is declined, delayed, removed or not renewed; the Client’s risk acceptance applies whether or not such written acknowledgement is requested or given.

10 Backup, data loss and recovery

Unless expressly agreed in writing, the Client is responsible for maintaining appropriate backups of its systems and data.

Where Project IT provides backup services, those services are subject to the agreed scope, retention settings, backup platform, storage limits, configuration and any applicable third-party terms.

Project IT does not guarantee that all data will be recoverable in every circumstance. Backup and recovery may be affected by corruption, ransomware, failed jobs, retention settings, vendor limitations, storage issues, configuration changes, Client actions or circumstances outside Project IT’s control.

The Client is responsible for confirming that backup retention, recovery point and recovery time objectives, and disaster recovery arrangements meet its business requirements, and for testing those arrangements where required.

11 Privacy and confidentiality

Each party must keep the other party’s confidential information secure and must not disclose it except where reasonably required to deliver the Services, to comply with law, to obtain professional advice, or as otherwise authorised by the disclosing party. This obligation survives termination of the Agreement.

The Client authorises Project IT to access the Client’s systems, data, accounts and information as reasonably required to provide the Services.

The Client remains responsible for its own compliance with the Privacy Act 2020 and any other applicable privacy, health, employment, financial or industry-specific obligations. Where Project IT handles personal information on the Client’s behalf, it does so as the Client’s service provider and will take reasonable steps to protect that information.

12 Third-party products and services

Project IT may recommend, resell, configure, manage or support third-party products and services. The Client acknowledges that those products and services are not owned or controlled by Project IT.

To the maximum extent permitted by law, Project IT is not liable for any outage, breach, vulnerability, pricing or licence change, support limitation, data loss, service degradation, vendor failure, software defect or other issue caused by a third-party product or service.

Third-party products and services may be subject to separate terms, conditions, privacy policies, licence agreements, warranty terms and service level agreements, and the Client agrees to comply with those terms.

13 Service levels and support

Any service levels, response times, inclusions, exclusions, hours of coverage and support arrangements are set out in the relevant managed service agreement, Quote or statement of work.

Unless expressly agreed in writing, Project IT does not guarantee immediate response, continuous monitoring, 24/7 support or uninterrupted service. Support requested outside agreed coverage may be charged separately at Project IT’s applicable rates.

14 Remote access and monitoring tools

Project IT may use remote access, monitoring, management, automation, security, backup, documentation and support tools to deliver the Services. The Client authorises Project IT to install, configure, access and use such tools where reasonably required.

The Client must not remove, disable, interfere with or bypass Project IT’s management, monitoring, backup or security tools without Project IT’s prior written agreement. The Client acknowledges that doing so may affect Project IT’s ability to support, secure, monitor or recover the Client’s environment, and Project IT is not liable for any resulting loss.

Project IT’s tools, scripts and configurations remain Project IT’s property and may be removed on termination.

15 Change management

Project IT will take reasonable care when making changes to systems, configurations, infrastructure, accounts, policies or services.

The Client acknowledges that IT changes inherently involve risk, including downtime, unexpected behaviour, compatibility issues, user disruption or vendor-related problems.

Where practicable, Project IT will perform significant changes in accordance with an agreed plan. Project IT may perform emergency changes without prior approval where reasonably required to protect systems, restore services or reduce risk, and will inform the Client as soon as practicable afterwards.

16 Outages, downtime and business interruption

To the maximum extent permitted by law, Project IT is not liable for any outage, downtime, business interruption, loss of productivity, loss of revenue, loss of profit, loss of opportunity or reputational damage, except to the extent directly caused by Project IT’s proven gross negligence or wilful misconduct.

The Client acknowledges that outages may be caused by factors outside Project IT’s control, including internet or power providers, cloud platforms, vendors, hardware failure, software issues, cyber attacks, user actions, building works, environmental events or third-party systems.

17 Limitation of liability

To the maximum extent permitted by law, Project IT will not be liable, whether in contract, tort (including negligence), equity or otherwise, for any indirect, consequential, special, incidental, punitive or economic loss, including without limitation:

1. loss of profit or revenue;
2. loss or corruption of data;
3. loss of business, opportunity or anticipated savings;
4. loss of goodwill or reputational damage;
5. business interruption;
6. any cyber incident, ransomware event, unauthorised access, privacy breach or public data breach; or
7. any regulatory investigation, fine or third-party claim.

Each provision of this clause operates separately. Nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited. The limitations and exclusions in these Terms apply for the benefit of Project IT and its employees, contractors and agents.

18 Indemnity

The Client indemnifies Project IT, and its employees, contractors and agents, against any claim, loss, damage, cost, expense, liability or proceeding (including reasonable legal costs) arising from or in connection with:

1. the Client’s breach of these Terms or the Agreement;
2. the Client’s unlawful use of any systems, software, data or services;
3. the Client’s failure to follow Project IT’s reasonable recommendations;
4. the Client’s failure to maintain appropriate licences, subscriptions, security controls, backups or insurance;
5. any third-party claim relating to the Client’s data, systems, users, customers or business operations; or
6. any cyber security incident, privacy breach or data loss not directly caused by Project IT’s proven gross negligence or wilful misconduct.

This indemnity is reduced to the extent the relevant loss was directly caused by Project IT’s proven gross negligence or wilful misconduct. This clause survives termination of the Agreement.

19 Intellectual property

Project IT retains ownership of all of its pre-existing intellectual property, methods, templates, scripts, documentation, tools, processes, know-how and materials, and of anything developed by Project IT other than deliverables created specifically for the Client.

Unless otherwise agreed in writing, on full payment the Client receives a non-exclusive, non-transferable licence to use deliverables created specifically for the Client for its own internal business purposes.

Project IT may reuse general knowledge, skills, methods, templates and experience gained during the provision of Services, provided it does not disclose the Client’s confidential information.

20 Term and termination

Either party may terminate ongoing Services in accordance with the applicable managed service agreement or, if none specifies a notice period, by giving 30 days’ written notice.

Project IT may suspend or terminate Services immediately by written notice where:

1. invoices are overdue;
2. the Client breaches these Terms and, where the breach is capable of remedy, fails to remedy it within a reasonable time of being asked;
3. the Client engages in unlawful, abusive or unsafe conduct;
4. continuing to provide Services would create unreasonable risk;
5. the Client refuses to approve critical security, licensing or compliance requirements; or
6. the Client becomes insolvent, or Project IT is unable to reasonably deliver Services due to circumstances outside its control.

On termination, the Client must pay for all Services performed and all hardware, software, licences and subscriptions ordered up to the date of termination. Termination does not affect any rights, obligations or liabilities that arose before it. Clauses intended by their nature to survive termination (including clauses 8, 9, 11, 17, 18, 19 and 24) continue in force.

21 Force majeure

Project IT is not liable for any delay or failure to perform caused by events outside its reasonable control, including natural disasters, power failure, internet outage, supplier or vendor failure, cyber attack, pandemic, government action, labour disruption, fire, flood or earthquake. Project IT will take reasonable steps to mitigate the effect of such events.

22 Consumer Guarantees Act and Fair Trading Act

The Client agrees that it is acquiring the Services for the purposes of a business. Accordingly, the Client agrees that the Consumer Guarantees Act 1993 does not apply to the supply of Services or goods under the Agreement, and that it is fair and reasonable for the parties to be bound by this provision, to the maximum extent permitted by section 43 of that Act.

Nothing in these Terms limits or excludes any liability under the Fair Trading Act 1986 where that liability cannot lawfully be limited or excluded. Where the Client is in trade and the relevant requirements are met, sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 are excluded from applying to the Agreement, and the Client agrees it is fair and reasonable to be bound by that exclusion.

23 Disputes

If a dispute arises, both parties will first attempt to resolve it in good faith through discussion between people with authority to settle it.

If the dispute is not resolved within a reasonable time, either party may refer it to mediation or take any other lawful action available. Nothing in this clause prevents either party from seeking urgent interlocutory relief.

The Client must not withhold payment of undisputed amounts while a dispute is being resolved.

24 General

Assignment. The Client may not assign or transfer the Agreement without Project IT’s prior written consent. Project IT may assign or subcontract any of its rights or obligations, provided it remains responsible for any subcontracted work.

Notices. Notices must be in writing and sent to the most recent email or postal address the parties have used to deal with each other, and are treated as received on the next business day.

Severability. If any provision of these Terms is held to be invalid or unenforceable, it is to be read down or severed to the minimum extent necessary, and the remaining provisions continue in full force.

No waiver. A failure or delay by Project IT in exercising any right is not a waiver of that right, and a single or partial exercise does not prevent any further exercise.

Entire agreement. The Agreement records the entire understanding between the parties about its subject matter and supersedes all prior representations and understandings.

Relationship. The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture or employment relationship.

25 Governing law and jurisdiction

These Terms and the Agreement are governed by the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

26 Updates to these terms

Project IT may update these Terms from time to time. The latest version will be available on Project IT’s website.

For existing Clients, updated Terms apply from the date they are published, or from the next renewal, Quote acceptance, service change or continued use of the Services after publication, whichever occurs first, unless otherwise required by law.