TERMS AND CONDITIONS

TERMS OF BUSINESS FOR PROVISION OF SERVICES

This document together with the above Quotation (“Terms of Engagement for RightAddress”), form the contract for provision of services between Simplicity Australasia Limited, (“SA”), and the subscriber, (“the Client”, “you”, ”your”).

We agree to provide the Services described in the attached Terms of Engagement for RightAddress in accordance with the stated time scales.

RightAddress™

RightAddress will be billed to you monthly by Simplicity Australasia Ltd at the agreed subscription rate above.

SA is not responsible for the format or content of any output or calculation generated either in part or in whole by RightAddress;

You remain responsible for ensuring that the content and format of any output by RightAddress is adequate for the Licensee’s purposes and the requirements of any standards or legislation;

Updates

The Postal Address File (PAF) is updated every quarter which will require RightAddress to be taken off line for a short duration. This is normally after hours and you may be sent an email to notify you of this outage.

As with any web service application your development must handle RightAddress not being available for any reason. SA take no responsibility for any coding practice that you may have employed that does not adequately protect your application or enable your application to continue to perform when RightAddress service is unavailable.

Our Consultants

Our Consultants shall respect your normal working hours (or otherwise 8:30 to 17:30), working methods and any mandatory company rules or regulations you may have, provided that details of such are supplied to us in writing and in advance.

If any Consultant specifically assigned to you becomes unavailable for any reason we will supply a similarly experienced person at the earliest opportunity.

This also applies to any subsequent Consultant replacements.

Changes to Services

Either of us may request changes to the Services set out in the Terms of Engagement for RightAddress but any changes must be requested in writing with sufficient detail to enable the other party to assess the changes impact on the cost, timing or any other aspect of the Services.

SA will not refuse a request for a change to pricing volumes if requested. If your volumes go up we will provide a month’s grace for you to request to move up to a higher band before changing the charging rate.

Until a change is agreed in writing, the latest agreed terms will apply.

Information

You agree to provide in a timely fashion all information and documents reasonably required to enable us to provide the Services. We will not independently verify the accuracy of information supplied and are not liable for any loss or damage arising from any inaccuracy or other defect in any information or documents supplied by you.

Reporting

We will report to you as set out in the Terms of Engagement for RightAddress. Any reports including specifications, manuals, documents, and diagrams supplied to you must not be given to any third party without our prior written consent. Where consent is granted we accept no duty or responsibility to any other party who may seek to rely on our reports.

Fees and Payment

Our rates and what we will and won’t charge you for are detailed in the Terms of Engagement for RightAddress. For work not specifically covered in the Terms of Engagement for RightAddress, SA’s standard hourly rates will apply.

Expenses are chargeable for services performed away from SA’s premises. The amount charged is calculated using the fixed amounts agreed within the Terms of Engagement for RightAddress or the actual costs for travel and subsistence. You will be notified in advance of any additional charges relating to special materials, services or facilities required by us in the provision of your services.

Where work is quoted for system changes, these changes are deemed accepted 7 days from delivery to you for your testing unless issues pertaining specifically to the specifications within this Terms of Engagement for RightAddress are notified to us in writing. Where issues are found these will be rectified and the work resubmitted to you for your testing, with a new acceptance period of 7 days.

Where you stop the Services for a period greater than 180 days or cancel the Services as set out in the Terms of Engagement for RightAddress you agree to pay the balance of fixed amounts agreed plus rental ongoing monthly for all quoted items determined payable for a period of 6 months or the minimum rental period defined within the Terms of Engagement for RightAddress whichever is less.

Payment is required in full for all invoiced amounts within 20 days of the date of invoice to the address specified on the invoice. Delay in payment may incur a late payment charge of 3% per month or part thereof applied to the outstanding amount. Further delay may result in our passing overdue invoices to a collection service and may result in our stopping your service without further notice.  You acknowledge acceptance of any legal, collection agency fees and commissions or other costs incurred in our collections of your debt.  You also acknowledge that late payment may delay the delivery of our services. Our consultancy rates to you are liable for review every twelve months from date of the Terms of Engagement for RightAddress.

Intellectual Property

You agree to indemnify SA fully against any action or suit for breach of any copyright, patent right or intellectual property right resulting from any information or thing supplied by you.

Intellectual Property Rights in any work created by SA, its Consultants, agents, assignees or sub-contractors independently or as part of the supplied Services shall be the property of SA unless specifically agreed separately in writing and in advance.

RightAddress is owned by Simplicity Technologies Ltd and supported by Simplicity Australasia Ltd. Simplicity Australasia Ltd warrants that it has been granted the right by Simplicity Technologies Ltd to license the use of RightAddress to you.
The RightAddress web service is rented to you and granted a non-exclusive, non-transferable Licence to install and use the Software for your own internal business purposes, provided you pay subscription fee. Non payment of any on-going rental or subscription fee will void this Licence and will result in RightAddress service being stopped. This agreement does not provide any rights in relation to RightAddress Source Program Code or RightAddress Database Procedure Program Code

Confidentiality

Both parties agree to keep confidential any information on the businesses or services of each other obtained or provided during the term of this agreement, except where the information is already in the public domain or becomes known through a third party. Such information shall only be released to third parties by prior written agreement.

All our employees and contractors are employed under a contract that contains a clause that strictly forbids the unauthorised disclosure of information.

SA, on occasion, may seek your permission to use you as a reference site, or disclose a limited amount of information to prospective clients.

For the New Zealand Statement of Accuracy (SOA) reporting a copy of all SOA execution results will be sent to NZ Post. This occurs automatically after each SOA execution is completed.

Liability

To the maximum extent permitted under law, SA, its directors and employees shall in no circumstances be liable for any loss or damage, cost or expense arising in any way from, or connected with fraudulent acts or omissions, misrepresentation or wilful default on the part of the Client, their directors, employees or agents.

We will use reasonable skill and care in the provision of the Services set out in the Terms of Engagement for RightAddress. We shall accept liability to pay damages for losses arising as a direct result of breach of contract or negligence on our part in respect of services provided as detailed in the Terms of Engagement for RightAddress but, any liability of SA shall in no circumstances exceed the subscription paid by the Client in respect of such services in the previous 6 month period.

Termination

The Agreement may be terminated in the event of the bankruptcy or entering into receivership (except for purposes of amalgamation or reconstruction) of either party, or the expiry of the Agreement, or by mutual agreement.

Either party may cancel the Agreement by written notice if either party fails to remedy a material breach of these terms of business within 14 days of receiving written notice of a material breach.

General

The contract comprising the Terms of Engagement for RightAddress (this letter), Service Level Agreement and any other documents specifically identified within this letter forms the entire agreement between us relating to the provision of Services. It replaces and supersedes any previous proposals, correspondence, understandings or other communications whether written or oral.