1. Form of Engagement

Grow SaaS Limited ("Grow SaaS") agrees to supply and the Client agrees to pay Grow SaaS for the services and other deliverables provided. Grow SaaS will not be responsible for any failure due to the Client failing to perform its responsibilities or due to other circumstances outside Grow SaaS’s reasonable control.

2. Fees

The Client shall pay Grow SaaS the fees agreed for the Services (“the Fees”). Fees are in New Zealand dollars unless otherwise stated and are payable in the dollar currency stated. Fees do not include GST or other applicable taxes, duties, levies or similar government fees, including penalties and interest, which apply in relation to the Services (including due to the chain of supply of Third Party Products) (“Taxes”).

All such applicable Taxes (excluding Grow SaaS’s income tax) may be invoiced by Grow SaaS to the Client in addition to the Fees. Fees for equipment and software (“products”) are exclusive of installation and maintenance costs unless otherwise stated. The hourly rates used to calculate any variable Fees may be reviewed by Grow SaaS annually. All out of pocket expenses incurred by Grow SaaS will be payable by the Client, including but not limited to accommodation and meals, travel, telecommunication and postal charges, clerical and copying costs, transport hireage fees and computer hireage fees.

3. Payment

Grow SaaS will invoice the Client at the completion of the project unless stated otherwise and payment is due and payable (without deduction or set off) within 14 days following the invoice date. Grow SaaS shall be entitled to charge default interest calculated on a daily basis on all amounts outstanding at a rate of 18% per annum until the actual date of payment of all amounts, including default interest. Grow SaaS reserves the right to recover all reasonable expenses (including legal costs on a solicitor-client basis) incurred by Grow SaaS in collecting amounts overdue.

4. Delays and Variations

All timetables stated are estimates only. Grow SaaS will use reasonable efforts to achieve agreed timetables. If a delay in the provision or completion of the Services caused by circumstances outside Grow SaaS’s control occurs, then Grow SaaS will be entitled to invoice and the Client will pay for all work completed to date. If the agreed date of completion of the Services is passed and not all Services have been completed, then the remaining payments for the remaining Services shall be evenly divided over the total months remaining up to the revised completion date. Any delay in agreeing changes or variations shall not alter any payments due unless specifically agreed in writing.

5. Client’s Premises

The Client shall at all reasonable times give Grow SaaS’s authorised personnel free and safe access to the Client’s premises and any facilities, equipment or computer systems as reasonably necessary for Grow SaaS to perform its obligations. When using such premises, Grow SaaS shall comply with all reasonable directions and procedures relating to occupational health and safety and security in effect at those premises.

6. Third Party Products

All third party products supplied by Grow SaaS are subject to the third party licensors’ terms and conditions supplied with or within the third party products. The Client agrees: (a) to sign, be bound by and comply with all applicable Third Party Customer Agreements; (b) that Grow SaaS is the billing agent for such Third Party Products and, as such, is entitled to issue invoices and enforce payment by the Client of all applicable charges, fees and other amounts payable in relation to such Third Party Products and to apply a margin on the charges and fees; (c) rights, remedies or other recourse the Client may seek or have in connection with a Third Party Product is against the relevant third party only and Grow SaaS will have no liability to the Client or otherwise in connection with the Third Party Product (other than for non-supply to the extent supply was Grow SaaS’s responsibility and within its reasonable control).

7. Software

In respect of software owned and supplied by Grow SaaS (“Grow SaaS software”), Grow SaaS grants to the Client and the Client accepts a non-exclusive, non-transferable right to use the Grow SaaS software solely for the Client’s business purposes as envisaged. The Client may make two copies of the Grow SaaS software for back-up and security purposes, provided all copyright notices are incorporated into the copies. All copies shall be subject to the same restrictions as the original Grow SaaS software. The Grow SaaS software and third party software remains the property of Grow SaaS or the third party supplier as the case may be.

8. Intellectual Property

The intellectual property in all pre-existing software, materials, methodologies, data and other information (“Pre-existing IP”) supplied by a party pursuant to this agreement and in any modifications to such Pre-existing IP will be owned by the party that supplied the Pre-existing IP (or its third party suppliers). All new intellectual property developed by Grow SaaS pursuant to this agreement will be owned by Grow SaaS. The Client is granted a nonexclusive, non-transferable licence to use such Pre-existing IP, modifications and any new intellectual property in the manner envisaged.

9. Termination

Each party will have the right to terminate their agreement (without prejudice to any other of its rights) immediately if: a) the other party ceases or threatens to cease to carry on business; b) a receiver or similar officer is appointed in respect of all or any assets belonging to the other party, the other party is unable to pay its debts when they fall due, the other party enters into a scheme or arrangement with its creditors or any steps are taken to place the other party into liquidation; or c) the other party commits a material breach of their agreement and the breach is not remedied within 30 days of notice of breach by the first party. Upon termination Grow SaaS will be entitled to repossess and resell equipment for which Grow SaaS has not received full payment. Termination shall not relieve either party from any liability that has arisen before the date of termination.

10. Warranty

Grow SaaS warrants that the Services will be completed with reasonable due care and diligence. This warranty is applicable for 30 days from the delivery of the Services (“Warranty Period”). All other warranties, representations or conditions, whether express or implied, are hereby excluded to the fullest extent permitted by law. This warranty does not apply if any problems are caused by: consumables or other items not approved by Grow SaaS; the Client’s changes, input, instructions or negligence or that of its employees or contractors; or if there is a substantial change in the operational use of the Services beyond what was agreed between the parties. The Client’s sole remedy in respect of a breach of this warranty (“Defect”) shall be for Grow SaaS to use reasonable efforts to rectify the Defect (“Efforts”), which Efforts will be at the cost of Grow SaaS in the case of a fixed price Deliverable or at the cost of the Client in the case of an alternative price structure (eg time and materials, time-box). No representation or warranty is made with respect to the outcome of such Efforts.

11. Liability

Grow SaaS will not be liable in respect of the Third Party Products because these Third Party Products are covered by the relevant Third Party Customer Agreement and Grow SaaS is merely acting as a billing agent in respect of these Third Party Products. Grow SaaS will not be liable for any third party costs, loss or damages; incidental, indirect, special or consequential costs, loss or damages; loss of opportunity, profits, data or savings; or any costs, loss or damages based on a third party claim. In any event, the total liability of Grow SaaS (including for negligence) shall not exceed the payments made under their agreement (excluding amounts on-paid or on-payable by Grow SaaS for Third Party Products) in the 12 months immediately prior to the breach.

12. Indemnity

The Client hereby indemnifies and will keep Grow SaaS indemnified against all obligations and liabilities incurred by any act, instruction or omission of the Client in relation to their agreement.

13. Confidential Information

The parties shall keep all business information, trade secrets and other commercially sensitive information gained pursuant to this agreement confidential and shall ensure that at any time during or after the term of this agreement such information shall not be disclosed to any third party without the consent of the party supplying such information. Confidential information does not include information that is required to be disclosed by law or is in or enters the public domain without a party having breached its obligations under this agreement.

14. Solicitation of Staff

Without the prior written permission of the other, neither party shall solicit for employment (directly or indirectly), engage or contract any party who is employed or contracted by the other party or who has been so employed or contracted within the past three months.

15. Force Majeure

If Grow SaaS is unable to perform its obligations under their agreement due to events beyond its control then Grow SaaS shall be released from its obligations under their agreement.

16. General

The agreement supersedes all previous communications, representations, agreements or understandings, verbal or written, between the parties with respect to the Services. If at any time any provision of this agreement is or becomes illegal, invalid or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired. No failure or delay by Grow SaaS in exercising any power or right under this agreement shall be deemed to be a waiver of any such power or right. The agreement shall not be modified or amended except by written agreement between Grow SaaS and the Client. The agreement shall be governed and construed in accordance with the laws of New Zealand. The parties submit to the non-exclusive jurisdiction of the courts of New Zealand.