Revolution IT — Master Terms and Conditions of Trade

Version 1.0 | Effective: [01/08/2026]
Teamyon Services Limited t/a Revolution IT — NZBN 9429036061358

These Master Terms and Conditions of Trade (Terms) set out the basis on which Revolution IT supplies IT equipment and hardware of all kinds (including computers, laptops, tablets, mobile phones, printers, screens, peripherals and accessories, and managed network hardware), software, support and professional services, backup and continuity services, Microsoft 365, VoIP, internet, and related services to its customers. They are designed to be read alongside any quote, proposal, statement of work, managed services agreement or other service-specific document. Please read them carefully.

Contents

1. Application of these terms
2. Definitions
3. Quotes and pricing
4. Orders, delivery and acceptance
5. Payment terms
6. Hardware we sell — title and risk
7. Returns, cancellations and change of mind
8. Third-party products, software and resold services
9. Support and professional services
10. Backup, disaster recovery and business continuity
11. Data, security and responsibility for data loss
12. Managed hardware and Hardware as a Service (HaaS)
13. Term and termination
14. Warranties and acknowledgements
15. Limitation of liability
16. Business customers — Consumer Guarantees Act and Fair Trading Act
17. Indemnity
18. Confidentiality
19. Intellectual property
20. Privacy
21. Force majeure
22. Dispute resolution
23. Non-solicitation of personnel
24. General

1. Application of these terms

1.1 These Terms govern the supply of all goods and services by Teamyon Services Limited t/a Revolution IT, NZBN 9429036061358 (Revolution IT, we, us or our) to the customer named in any quote, order or service agreement (you, your or the Customer).

1.2 These Terms apply together with any quote you accept (including its line items), any applicable Service Schedule, and any other document expressly identified in that quote as forming part of the agreement (each a Service Document).

1.3 If there is any inconsistency between the Service Documents, the following order of precedence applies: (a) any signed managed services agreement (as applicable); (b) the quote; (c) any applicable Service Schedule; (d) these Terms; and (e) all other Service Documents.

1.4 By accepting a quote (including electronically, by ticking or selecting acceptance, or by instructing us to proceed), or by accepting or using any goods or Services from us, you accept these Terms together with any applicable Service Documents, as published at [revolution.co.nz/terms] and in effect on the date of the quote. These Terms apply to the exclusion of any terms you seek to impose (including on a purchase order), unless we expressly agree otherwise in writing.

1.5 We may update these Terms and any Service Schedule from time to time. The current versions will be available at www.revolution.co.nz/terms. Updated Terms apply from the date they take effect after we notify you of the update, including by email or publication on our website, and form part of the agreement between us. Any changes affecting an agreed fixed-term Service apply only to the extent permitted by that Service’s agreed terms or as otherwise agreed between the parties.

1.6 Service Schedules. Some Services we provide have their own Service Schedule (for example Backup and Continuity, Microsoft 365, VoIP, Internet, and Hardware as a Service). Where you take such a service, the relevant Service Schedule forms part of the Service Documents and applies in addition to these Terms. Despite clause 1.3, if there is any inconsistency on a service-specific matter, the Service Schedule prevails except that clause 15 (Limitation of liability), clause 16 (Consumer Guarantees Act and Fair Trading Act) and the core data and security obligations in clause 11 prevail over any Service Schedule.

2. Definitions

2.1 Business Day means a day other than a Saturday, Sunday or public holiday in Auckland, New Zealand.

2.2 Hardware means any IT equipment and related goods we supply, including (without limitation) desktop and laptop computers, servers, monitors and screens, printers and multifunction devices, mobile phones, tablets, networking and managed hardware (such as firewalls, wireless access points and switches), peripherals, accessories, cabling and consumables, and any other IT-related goods we supply.

2.3 Managed Services means the recurring monitoring, management, support and security services provided by us on an ongoing basis and described in a Service Document.

2.4 Services means all services we provide, including support, professional, backup, security and Managed Services.

2.5 Third-Party Products means products, software, subscriptions, licences and services produced or provided by a third party and resold or provisioned by us, including Microsoft 365, VoIP, internet and cloud services.

2.6 Third-Party Supplier means the manufacturer, vendor, carrier, ISP or provider of a Third-Party Product.

2.7 GST means goods and services tax under the Goods and Services Tax Act 1985 as amended or replaced from time to time.

3. Quotes and pricing

3.1 Quotes are based on the information you provide and our understanding of your requirements at the time. If that information is incomplete or inaccurate, or your requirements change, we may amend the quote or the price.

3.2 Unless stated otherwise, a quote is valid for 7 days from its date of issue, after which it may be withdrawn or revised by us.

3.3 All prices are in New Zealand dollars and exclusive of GST unless expressly stated otherwise. GST and any other applicable taxes, duties or levies imposed in connection with the supply of goods or Services are payable by you in addition to the stated price.

3.4 Prices for hardware, software and other Third-Party Products are based on our Third Party Supplier pricing and exchange rates at the date of the quote. Notwithstanding clause 3.2, if a Third Party Supplier price increase, currency movement, freight cost or duty change occurs before we fulfil your order, we may pass the change through to you. We will notify you before proceeding, and you may cancel any affected item that has not yet been ordered.

3.5 Recurring charges (including Managed Services, Microsoft 365, VoIP, internet and managed hardware) may change. We will give you at least 30 days’ prior written notice of a change to our own pricing. Where a Third-Party Supplier changes its pricing, fees or licensing terms (for example Microsoft, an ISP or a carrier), we may pass that change through to you and will give you as much notice as reasonably practicable. That notice may be less than 30 days if we receive shorter notice from the Third-Party Supplier. This clause is subject to clause 3.8, which governs when our charges may increase for fixed-term and open-term services.

3.6 Where work is quoted as an estimate or on a time-and-materials basis, the final price may differ from the estimate, including where the scope, requirements or assumptions on which the estimate was based, change.

3.7 Charges for travel, freight, after-hours work, expedited delivery and third-party costs reasonably incurred in providing the goods or services will be charged in addition unless included in the quote.

3.8 Fee increases. This clause applies only to our charges for a service, not charges from Third-Party Suppliers. (a) Fixed-term services: where a service is subject to a fixed or minimum term, we will not increase our charges for that service during that term. Any increase otherwise permitted under clause 3.5 takes effect only from the commencement of a renewal term. (b) Open-term services: where a service is on an open or rolling term, we may increase our charges on at least 30 days’ written notice.

4. Orders, delivery and acceptance

4.1 An order is placed when you accept a quote or otherwise instruct us to proceed (including by email).

4.2 Once you place an order for Hardware, software or other Third-Party Products, we may order those items from our suppliers immediately. Cancellation after we have placed the order is subject to clause 7.

4.3 Delivery and installation timeframes are estimates only and depend on Third-Party Supplier lead times. We are not liable for delays caused by Third-Party Suppliers or other third parties including carriers, or events beyond our reasonable control.

4.4 You must inspect goods on delivery and notify us of any shortage, damage or visible defect within 5 Business Days of delivery. If you do not notify us within that period, the goods will be deemed accepted in respect of any shortage, damage or visible defect that ought reasonably to have been identified on inspection.

5. Payment terms

5.1 Unless a Service Document states otherwise, payment is due by the 20th of the month following the date of our invoice.

5.2 Recurring Services are invoiced in advance. Hardware, project and time-and-materials Services are invoiced on or after supply.

5.3 We may require a deposit, part-payment or full prepayment to secure any goods or Services before we order, reserve or commence them. Whether a deposit is required, and its amount and timing, is at our discretion, and goods or Services are not secured until any required deposit is paid. A deposit is applied to the relevant invoice and, on cancellation, may be retained only to the extent of the costs and commitments we have incurred (see clause 7).

5.4 You must pay by the methods we specify (for example direct debit, bank transfer or credit card). A surcharge may apply to credit card payments to recover the applicable merchant fee.

5.5 All amounts are payable in full without set-off or deduction, except for any amount you dispute in good faith under clause 5.7.

5.6 If you do not pay on time we may, without limiting our other rights: (a) charge default interest at 2% per month (or part month) on overdue amounts; (b) recover our reasonable costs of collection and recovery, including debt collection, agency and legal costs; (c) suspend or withhold further goods, Services or support (including Managed Services) until payment is made; and (d) require prepayment or revised terms for future supply.

5.7 If you dispute an invoice you must pay the undisputed portion by the due date and notify us of the disputed amount within 10 Business Days of the invoice date, giving reasons. The parties will work together in good faith to resolve the dispute promptly.

6. Hardware we sell — title and risk

6.1 What this clause covers. This clause 6 applies to Hardware we sell to you. It does not apply to Hardware we rent or provide to you under a Hardware-as-a-Service (HaaS) or managed hardware arrangement (which is dealt with in clause 12).

6.2 Risk in Hardware passes to you on delivery (or, if we install, on delivery to your site). You should insure the Hardware from that point.

6.3 Title in Hardware we sell does not pass to you until you have paid in full, all amounts owing to and invoiced by us. Until then: (a) you hold the Hardware as bailee for us; (b) store the Hardware safely at your cost so that it can be readily identifiable as belonging to us; (c) not remove the Hardware from your site; (d) do not allow anything to be done that may cause a deterioration in the value of the Hardware; and (e) you will not otherwise do anything that may adversely affect our rights in the Hardware. You must immediately inform us of any attempt by any third-party to exercise any remedies against the Hardware or of any circumstance that may affect our rights to the Hardware. You will immediately return the Hardware if requested by us if you have not paid the full amount outstanding by the due date.

6.4 You acknowledge that clause 6.3 creates a security interest for the purposes of the Personal Property Securities Act 1999 (PPSA), in all Hardware and goods supplied to you under these Terms and any Service Document. We may register that security interest under the PPSA. You must do anything reasonably required by us to ensure that the security interest is enforceable, perfected and protected, including providing information and signing documents reasonably required for that purpose. You waive your right to receive a copy of a verification statement under the PPSA.

6.5 Third-party finance and leasing. Where you finance or lease hardware through a finance or leasing company, that arrangement is governed by the finance provider’s own agreement, not these Terms, and we are not a party to it. If we arrange that finance for you, we do so only as an introducer.

7. Returns, cancellations and change of mind

7.1 Cancellation before order placed. You may cancel a quoted item at no cost before we have placed the order with our supplier or commenced the Services.

7.2 Cancellation after order placed. If (a) you cancel an order for Hardware or other Third-Party Products after we have placed the order with our supplier, but before the goods have been delivered to you; or (b) you cancel the Services after we have commenced performing them, you must pay: (i) any amounts charged to us by a Third-Party Supplier that we cannot recover, (including restocking, cancellation, freight or similar charges); and (ii) our costs, including staff time, incurred up to the date of cancellation.

7.3 Special-order and custom items. Hardware or software ordered specifically for you, software licences and activated subscriptions, and custom-configured or build-to-order items cannot be cancelled or returned once ordered, except to the extent required by law.

7.4 Returns of stock items. We may in our discretion, accept the return of a standard stock item (other than a special order or custom item referred to in clause 7.3), if it is returned within 7 Business Days, unused, in as-new condition and in its original packaging. Any accepted return, may be subject to a restocking fee of up to 20% and any applicable freight costs. Items that are opened, used, damaged or no longer in saleable condition will not be accepted.

7.5 Faulty goods. Faulty Hardware is dealt with in accordance with any applicable manufacturer warranty (clause 8). Revolution does not provide any direct warranty in respect of Hardware, unless expressly agreed in writing.

7.6 Refunds, where due, are made by the original payment method once returned goods are received and inspected.

8. Third-party products, software and resold services

8.1 Much of what we supply is produced or provided by Third Party Suppliers, including hardware manufacturers, software vendors, Microsoft (including Microsoft 365), VoIP carriers, internet service providers and cloud providers.

8.2 Third-Party Products are supplied subject to the Third-Party Supplier’s own terms, licences, acceptable use policies and service levels, as amended from time to time (Third-Party Terms). Copies of the applicable Third-Party Terms are available on request or from the relevant Third-Party Supplier. By ordering or using a Third-Party Product you agree to comply with the applicable Third-Party Terms, and you authorise us to accept them on your behalf where necessary to provide or maintain the service.

8.3 Where we act as a reseller or intermediary for a Third-Party Product, we do not control, and do not warrant, the availability, performance, security or continuity of Third-Party Products. The Third-Party Supplier is responsible for the underlying product or network (for example internet uptime, carrier voice quality, or a cloud platform’s availability). Subject to clause 15, we are not liable for any loss arising from a Third-Party Supplier’s act, omission, outage, price change, modification, withdrawal of a Third Party Product or service, or breach of its terms.

8.4 Some Third-Party Products carry minimum terms, commitment periods or non-cancellable licensing (for example Microsoft 365 annual subscriptions under the New Commerce Experience, or fixed-term internet or carrier contracts). Those commitments pass through to you. If a Third-Party Product is subject to a minimum term, commitment period or non-cancellable licence, you remain liable for any associated cancellation, early termination or committed subscription charges that apply following cancellation of the relevant service.

8.5 Manufacturer warranties are provided by the relevant manufacturer. To the extent permitted, we will pass through the benefit of any applicable manufacturer warranty. We are not responsible for the manufacturer’s performance of its warranty obligations.

9. Support and professional services

9.1 We provide support and professional services either: (a) under and in accordance with a relevant Service Document; or (b) on a time-and-materials basis at our standard hourly rates current at the time the Services are performed.

9.2 Managed Services cover only the systems, sites, users and services described in the applicable Service Document. Unless we agree otherwise, work outside that scope (Out-of-Scope Work) is charged in addition. Out-of-Scope Work includes new projects, onboarding of new sites, third party vendor liaison beyond normal support, work arising from your breach of clause 11 and work relating to systems that we do not manage, and any other work that we agree with you is Out-of-Scope Work.

9.3 Business hours. Our standard support hours are between 8:30am to 5:00pm, Monday to Friday, which are Business Days (Business Hours). Any response targets and service levels for Managed Services are those specified in the applicable Service Document.

9.4 After-hours and emergency support. We offer emergency support outside Business Hours. Any Services provided support outside Business Hours at your request, including emergency support, are chargeable at our applicable after-hours rates.

9.5 Hourly rates. Work that is not covered by a fixed-price quote or an inclusive plan under a Service Document, including ad-hoc support, project work, and the installation, configuration and setup of Hardware or software is charged at our standard hourly rates current at the time the Services are performed. We may change those rates from time to time at our discretion, provided the revised rates will not apply to any fixed-price quote or agreed fixed-term Service Document during its current term unless otherwise agreed.

9.6 You must provide the access, information, cooperation and administrative rights we reasonably require to provide the Services. We may rely on information provided by you. We are not responsible for any delay, additional cost or issue arising from your failure to comply with this clause.

9.7 Time estimates for projects and support tasks are estimates only and are based on the information and assumptions available at the time.

10. Backup, disaster recovery and business continuity

10.1 Where we provide backup, replication, disaster recovery or business continuity services, those services are governed by the Backup and Continuity Schedule, which sets out the scope of those services, any testing requirements, applicable recovery objectives and any service limitations. To the maximum extent permitted by law, Revolution IT will not be liable for any loss, corruption or inability to recover data, or any business interruption, resulting from the absence of backup, replication, disaster recovery or business continuity services that you elected not to purchase from us.

10.2 Backup is not infallible. No backup or recovery solution can be guaranteed to be complete, error-free, or able to recover all data in every circumstance.

10.3 Unless a Service Document expressly provides otherwise, you are responsible for ensuring your data is adequately and regularly backed up, secure, and able to be restored. We are not responsible for any failure to back up, recover or restore data, except to the extent arising from our failure to provide a service included in a Service Document.

11. Data, security and responsibility for data loss

11.1 Shared responsibility. Information security is a shared responsibility. We will take reasonable care and follow good industry practice in providing the Services, but the security of your environment also depends on your systems, people, decisions and third parties.

11.2 Our responsibilities. We will: (a) provide the security services described in your Service Document with reasonable skill and care; (b) take reasonable steps to protect data we hold or process for you against loss, misuse and unauthorised access; and (c) comply with the Privacy Act 2020 in respect of personal information we handle for you.

11.3 Your responsibilities. You will: (a) use the systems and services lawfully and in accordance with acceptable use and Third-Party Terms; (b) keep credentials secure, use any security controls that we reasonably require (including multi-factor authentication where available), and not disable, bypass or weaken security controls we put in place; (c) maintain reasonable internal controls, policies and processes and user awareness measures to help guard against phishing, fraud and invoice scams and other cyber-security risks; (d) promptly notify us of any material change to your systems, that may affect the Services, and of any suspected security incident or breach; and (e) ensure systems and software outside of our Services are maintained by you or another provider. We recommend you maintain cyber-insurance appropriate to your business and risk profile.

11.4 No absolute guarantee. We do not warrant that any systems will be free from all vulnerabilities, intrusion, malware, data loss or compromise.

11.5 Allocation of responsibility for loss. To the maximum extent permitted by law, we are not liable for any loss, corruption, disclosure of or unauthorised access to data, or any security incident, to the extent it arises from: (a) your act or omission, or that of your personnel; (b) your failure to follow our reasonable recommendations or to implement or maintain agreed security controls; (c) systems, software or services that we do not manage, or that are out of scope of the Services we provide, including any services referred to in clause 10.1 that you elect not to purchase; (d) a Third-Party Supplier or other third party; or (e) any cause beyond our reasonable control. Any liability we have in connection with data loss or a security incident is subject to clause 15.

11.6 Data on termination. On or around termination we will use reasonable efforts to make available to you the data we hold in our systems, and any data held in third-party systems where extraction is within our control, subject to payment of all amounts owing and any applicable offboarding charges. You remain responsible for your own retention of your records, and for maintaining your own independent copies and backups under clause 10.3. Following handover, we may delete the data held by us in accordance with our retention policies, and third-party platforms may apply their own retention or deletion policies.

11.7 Law-enforcement and government requests. We will comply with any law-enforcement, government, or regulatory request for your data to the extent required by law.

11.8 Breach notification. If we become aware of a material security incident affecting your data that we hold or process, we will notify you in writing without undue delay, and reasonably cooperate with you in relation to the incident.

12. Managed hardware and Hardware as a Service (HaaS)

12.1 Some Hardware is provided to you for use as part of a service rather than sold, including managed network hardware (such as firewalls, wireless access points and switches) and Hardware supplied under a Hardware-as-a-Service (HaaS) arrangement (together, Provided Equipment). Where Hardware is supplied under a HaaS arrangement, the Hardware as a Service Schedule also applies.

12.2 Ownership. Provided Equipment, remains the property of Revolution IT (or the relevant Third-Party Supplier) at all times. No title or ownership passes to you; you acquire only the right to use the Provided Equipment for the term of the applicable Service and in accordance with these Terms and any applicable Service Document. You must take reasonable steps to keep the Provided Equipment identifiable as the property of Revolution IT, and if requested, notify any liquidator, receiver, administrator or creditor that the Provided Equipment is not owned by you. Nothing in this clause 12.2 limits any rights Revolution IT may have under the PPSA in relation to Provided Equipment. To the extent the PPSA applies to any interest of Revolution IT in the Provided Equipment, Revolution IT may make any registration or take any step under the PPSA that it considers necessary to protect that interest.

12.3 You must not sell, dispose of, encumber, sub-lease, move, modify or allow others to service Provided Equipment without our prior written consent. You are responsible for any loss of or damage to the Provided Equipment (other than fair wear and tear) while in your care. On termination of the applicable Service you must promptly return the Provided Equipment in good working order (fair wear and tear excepted). If you fail to do so, or if the Provided Equipment is lost, damaged, or not returned, you must pay its reasonable repair or replacement cost. Further terms may be set out in the Hardware as a Service Schedule. Hardware sold to you is covered by clause 6.

13. Term and termination

13.1 These Terms apply for as long as we supply goods or services to you.

13.2 Rolling services. Either party may terminate an ongoing service (including Managed Services) for convenience by giving at least 30 days’ prior written notice, unless a different notice period or a fixed term is specified in the relevant Service Document.

13.3 Fixed-term services. Where a service or item has a fixed or minimum term (for example a fixed-term under a Service Document, an annual Microsoft 365 subscription, or a fixed-term internet or carrier contract), it runs for that term.

13.4 If (a) you terminate a fixed-term service before the end of the term, or (b) we terminate the fixed term service under clause 13.5 because of your breach, in each case other than where you terminate for our material breach, you remain liable for and must pay (i) all amounts accrued or invoiced up to the termination date; (ii) any third-party early-termination, cancellation or committed subscription charges that we incur or remain liable for on your behalf (including Microsoft 365 annual or NCE commitments, and fixed-term internet or carrier contracts); and (iii) any onboarding, set-up, and hardware or equipment costs that we subsidised, discounted or amortised across the term in reliance on your commitment, to the extent those costs have not already been recovered through the charges already paid by you. Those amounts become immediately due and payable on termination.

13.5 Termination for cause. Either party may terminate these Terms or a Service Document immediately by written notice if the other: (a) materially breaches these Terms or a Service Document and if the breach is capable of remedy, fails to remedy that breach within 14 days after receiving written notice requiring it to do so (or, for non-payment, within 7 days); or (b) commits an act of bankruptcy, makes any assignment or composition with its creditors, becomes insolvent, is placed in, liquidation or receivership or becomes subject to any insolvency procedure, or is unable to pay its debts as they fall due or is deemed not to be able to pay them in accordance with section 287 of the Companies Act 1993.

13.6 Effect of termination. On termination you must pay all amounts owing under these Terms, including any amounts payable under clause 13.4. You must return any Provided Equipment. You must reasonably cooperate with offboarding or transition of Services. Offboarding, data export and transition assistance are chargeable on a time-and-materials basis unless a Service Document says otherwise.

13.7 Termination does not affect any rights, remedies, or liabilities that accrued before termination.

13.8 Any provision that by its nature is intended to survive termination (including those relating to payment, title and ownership, liability, confidentiality, privacy and data) continues in force after termination.

14. Warranties and acknowledgements

14.1 We warrant that we will provide the Services with reasonable skill and care expected of a provider of similar services.

14.2 Except as expressly stated in these Terms, and to the maximum extent permitted by law, all other warranties, representations and conditions, whether express or implied, statutory or otherwise, are excluded.

14.3 You acknowledge that you have satisfied yourself as to the suitability (and not solely on any statement by us) in deciding the goods and Services are suitable for your purposes, except where you have given us your requirements in writing and we have confirmed suitability in writing.

15. Limitation of liability

15.1 Subject to clauses 15.2 and 15.3 and to the maximum extent permitted by law, our liability to you arising out of or in connection with the goods or Services supplied under these Terms or any applicable Service Document is limited as set out in this clause 15.

15.2 Notwithstanding the generality of clause 15.1, we are not liable for any indirect or consequential loss or damage which may arise in respect of the goods or Services, their use, the systems or any other goods including Hardware, or for loss of profit, revenue, savings, goodwill, business opportunity, or loss or corruption of data (except the direct cost of restoring data from the most recent available backup).

15.3 The exclusions of liability above apply to all liability, whether in contract, tort (including negligence or otherwise). In the event that any limitation or provision contained in these Terms or any applicable Service Document is held to be invalid for any reason and we become liable for loss or damage that would otherwise have been excluded, it is agreed that such liability is limited to the amount of the Hardware purchase price and cost of our Services (excluding GST and pass-through third-party charges) paid by you to us in the 12 months preceding the date you make your claim known to us.

16. Business customers — Consumer Guarantees Act and Fair Trading Act

16.1 The parties acknowledge and agree that all goods or Services supplied under these Terms are supplied in trade and for business purposes.

16.2 The parties agree that: (a) the Consumer Guarantees Act 1993 does not apply (section 43); and (b) sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply (section 5D), to the maximum extent permitted by law.

16.3 The parties agree that it is fair and reasonable to be bound by clause 16.2 having regard to the nature of the goods and Services and the commercial nature of their dealings.

17. Indemnity

17.1 You indemnify us against loss, cost (including reasonable legal costs), liability and claims we suffer or incur arising from: (a) your breach of these Terms or a Service Document; (b) your breach of any Third-Party Terms; (c) your misuse of goods or services; or (d) any claim that data or material you provide infringes a third party’s rights or breaches any law. This indemnity is reduced to the extent the loss is caused by our negligence or breach.

18. Confidential Information

18.1 Each party must keep confidential all non-public information disclosed by the other party in connection with these Terms or any applicable Service Document that is identified as confidential or that reasonably ought to be regarded as confidential having regard to its nature and the circumstances of its disclosure (Confidential Information).

18.2 A party may use the other party’s Confidential Information only to the extent reasonably necessary to perform or receive the Services, exercise its rights, or comply with its obligations under these Terms or any applicable Service Document.

18.3 A party may disclose Confidential Information: (a) to its employees, contractors, professional advisers and service providers who have a need to know that information and who are subject to confidentiality obligations; (b) with the other party’s prior written consent; (c) where required by law, a court, or regulatory authority.

18.4 The obligations in this clause do not apply to information that is or becomes publicly available other than through a breach of this clause.

18.5 This clause survives termination of these Terms and any applicable Service Document.

19. Intellectual property rights

19.1 Each party retains ownership of its pre-existing intellectual property.

19.2 Unless we agree otherwise in writing, all of the trade marks, trade names, copyrights, know-how, patents and other intellectual property rights used or embodied in or in connection with the Hardware or Services, including any tools, scripts, documentation, configurations, processes and methodologies we develop or use to deliver the Services remain vested in us or our licensors. Nothing in these Terms transfers ownership of any intellectual property rights to you.

19.3 Certain Hardware, software and Services may contain or be supplied with intellectual property owned by third parties. All rights in such third-party intellectual property remain vested in the relevant third-party owner and your use of that intellectual property is subject to the applicable third-party licence terms.

19.4 You grant to us, and our subcontractors and Third-Party Suppliers, a non-exclusive, royalty-free, worldwide licence to use, copy, host, process, transmit, modify and otherwise deal with your trade marks, logos, data, materials, software and other intellectual property solely to the extent reasonably necessary to provide, support, administer and improve the Services, perform our obligations under these Terms, and exercise our rights under these Terms. You warrant that it has all necessary rights, consents and authority to grant the rights set out in this clause.

19.5 To the extent that any inventions, discoveries, improvements, developments, designs, processes, methodologies, software, documentation or other intellectual property rights are created, developed or generated by us, whether alone or jointly with you, in the course of providing the Services (Developed IP), the Developed IP will vest in and remain the property of us upon creation. To the extent necessary to give effect to this clause, you assign to us, all right, title and interest in and to the Developed IP. You agree to execute, all documents and do all things reasonably required to give effect to that assignment.

20. Privacy

20.1 We shall: (a) comply with the Privacy Act 2020 and our privacy policy at www.revolution.co.nz/privacy in relation to any personal information handled in connection with the Services we provide; and (b) use personal information only for the purposes of providing the Services and otherwise in accordance with the Privacy Act 2020.

20.2 Before giving us personal information about your personnel, customers or other individuals, you will ensure you are entitled to do so and have obtained any consents required under the Privacy Act 2020 for us to process that information to provide the Services.

20.3 You acknowledge that some personal information may be stored, transferred or processed outside New Zealand by us or our Third-Party Suppliers (for example Microsoft and other cloud providers). We take reasonable steps to ensure it is handled with appropriate protections, but the privacy laws of other countries may differ from New Zealand’s.

20.4 We retain personal information only for as long as needed to provide the Services. You will need to ensure that you inform those individuals whose personal information is to be collected, that their personal information will be collected by us and the purpose for which it is collected.

20.5 Sub-processors. We may use third-party suppliers and sub-processors (for example Microsoft, and our security, backup and monitoring vendors) to provide the Services and to store or process your data. Where those providers process personal information on our behalf in connection with the Services, we will take reasonable steps to ensure those providers are subject to confidentiality and privacy obligations requiring them to protect that personal information in a manner consistent with these Terms.

20.6 Credit checks and debt recovery. You authorise us to collect, use and disclose information about you and your business for the purposes of assessing your creditworthiness, establishing or reviewing credit, and recovering amounts you owe us. This includes obtaining information from, and disclosing information to, credit reporting agencies, credit reference bureaus, debt collection agencies and other credit providers, in accordance with the Privacy Act 2020 and the Credit Reporting Privacy Code 2020.

21. Force majeure

21.1 Neither party is liable for failure or delay in performing its obligations under these Terms or any applicable Service Document (other than a failure to pay money) caused by events beyond its reasonable control, including natural disasters, power or telecommunications failures, cyber-attacks on third-party infrastructure, supplier failures, pandemics, and government action (Event), provided that the affected party notifies the other party as soon as reasonably practicable and uses reasonable efforts to mitigate the effects of the Event.

21.2 Where an Event continues for 30 consecutive days, either party may terminate this agreement by written notice. Termination will not prejudice the accrued rights of either party.

22. Dispute resolution

22.1 If a dispute relating to these Terms or any applicable Service Document (Dispute) arises, either party may give written notice (Dispute Notice) to the other party specifying the subject matter of the Dispute. Following service of the Dispute Notice, the parties must use good faith efforts to resolve the dispute through discussions between senior representatives for a period of 20 Business Days.

22.2 If the Dispute has not been resolved within that period, either party may refer the Dispute to mediation by written notice to the other party.

22.3 The mediation will be conducted by a mediator agreed between the parties. If the parties cannot agree on a mediator within 10 Business Days after the notice referring the Dispute to mediation, either party may request the Chairperson of Resolution Institute New Zealand to appoint a mediator.

22.4 The mediation will be conducted in accordance with the Resolution Institute New Zealand Mediation Rules in force at the time the mediation is commenced.

22.5 Nothing in this clause 22 prevents either party from seeking urgent interim or interlocutory relief from any court of competent jurisdiction, where necessary to protect that party’s rights or preserve the status quo pending resolution of the Dispute.

23. Non-solicitation of personnel

23.1 Subject to clause 23.2, during the period of any Service Document between us, and for 6 months after the termination date of the latest Service Document, neither party will solicit, employ or engage (whether as an employee, contractor or otherwise) any officer or employee of the other party, who was involved in providing or receiving the goods or services supplied in respect of any applicable Service Document, without the other party’s written consent.

23.2 The non-solicitation provision in clause 23.1 does not prevent a party from employing an officer or employee who has responded to a general public bona fide, non-targeted advertisement for a vacant position with such party.

24. General

24.1 Assignment and subcontracting. You may not assign these Terms without our written consent. We may subcontract performance, and may assign or transfer our rights and obligations (for example on a sale of business), following written notice to you.

24.2 Variation. Except as otherwise provided in these Terms, no variation is binding unless agreed in writing.

24.3 Notices. Any notice or other communication under these Terms or an applicable Service Document must be in writing. Notices to us must be sent to the email address specified by us from time to time. Notices to you may be sent to your last known email address as communicated by you to us. A notice sent by email is deemed received when sent, unless the sender receives notice that delivery has failed.

24.4 Waiver. A failure or delay in exercising a right is not a waiver of it.

24.5 Severability. If any provision under these Terms or any applicable Service Document is held to be unenforceable, illegal, or invalid by any court or tribunal, then the (a) rest of these Terms or the terms of any Service Document will remain in full force and effect; (b) the parties will co-operate to ensure the spirit and intention of these Terms and any applicable Service Document is carried out as far as is reasonably possible; and (c) parties will, if necessary, amend either the Terms or the applicable Service Document accordingly.

24.6 Entire agreement. These Terms and the applicable Service Documents are the entire agreement and supersede prior discussions and representations.

24.7 Relationship. The parties are independent contractors; nothing in these Terms or any applicable Service Document shall create any partnership, agency (except as expressly stated), joint venture, trust, or employment relationship between the parties.

24.8 Governing law. These Terms are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.