Terms & conditions

AGREEMENT

1. THE DOCUMENTS FORMING THE CONTRACT BETWEEN US ARE: 

a). These Terms of Service  

b). Any Statement(s) of Work or Service Schedule(s) entered into under these Terms of Service 

c). Any annexures to any Statement(s) of Work or Service Schedule(s) 

d). Any variations we agree to any Statement(s) of Work or Service Schedule(s) Together, the ‘Contract’. 1.1 These Terms of Service set out the general terms and conditions that apply when Skills Consulting Group Limited is supplying services to you. It outlines what you can expect from us, what we expect from you, and everything you must agree to before your services can be provided.  
1.2 These Terms of Service may be amended by Skills from time to time. Any Statement(s) of Work or Service Schedule(s) that are in force at the time will be deemed to be operational under the amended terms.  
1.3 A separate Statement of Work or Service Schedule will be agreed for the specific Services we provide. In the event of any inconsistencies between these Terms of Service and any Statement of Work or Service Schedule, the terms of the Statement of Work or Service Schedule will prevail over the Terms of Service. 

2. STATUTORY PROVISIONS 

2.1 In any document forming the Contract a reference to any enactment that is in force in New Zealand includes any enactment which amends, consolidates, supplements, or replaces it, and includes a reference to any regulation, rule, ordinance, or by-law made under that enactment. 
2.2 Where services are supplied by Skills to you in a jurisdiction other than New Zealand the local statutory provisions will apply 

3. SERVICES 

3.1 Appointment: you appoint Skills to provide the Services, and Skills accepts such appointment, on the terms and conditions set out in the Contract.  
3.2 Review: Any Statement of Work or Service Schedule entered into under these Terms of Service will be reviewed annually from the date of signing, or as required, to re-assess the fees, scope, requirements, and time frame for the deliverables in that Statement of Work or Service Schedule. 

  

4. SERVICE LEVELS
4.1 Mutual Obligations: We both agree to:
(a) act in good faith and honestly in our dealings with each other. Page 2 of 10  
(b) discuss matters affecting the Contract or the delivery of the Services, whenever necessary; and  
(c) notify each other immediately of any actual or anticipated issues that could significantly impact on the Services.  
4.2 In supplying Services to you, Skills agrees to:  
(a) exercise reasonable skill and care including the use of a sufficient number of appropriately experienced, qualified, competent, trained, and efficient personnel where required, and always act in an ethical and professional manner; 
(b) complete each of the Service(s) and the Deliverable(s) under the Statement of Work or Service Schedule in the agreed timeframe;  
(c) at its own cost, make good any errors, omissions, defects, or faults in the Services which you notify Skills of, and carry out and complete any remedial work to your satisfaction no later than 7 Business days after receiving notification from you;  
(d) maintain appropriate insurance for the Service provided under any Statement of Work or Service Schedule entered into under these terms.  
4.3 you agree to:  
(a) provide all information in your possession that is necessary to enable Skills to fulfil its obligations under the Contract.  
(b) make decisions and give approvals reasonably required by Skills to enable delivery of the Services, within reasonable timeframes; and

4.4 Health and Safety: Skills and you agree to meet all our respective obligations under applicable health and safety legislation.

4. PAYMENT

  1. 5.1 Fees: The Fees and Expenses payable for the Services under the Contract are set out in the Statement of Work or Service Schedule.
    5.2 Administration Costs: Unless provided for in the Statement of Work or Service Schedule, and agreed in writing in advance, there is no fee payable for routine administration and preparation time for the delivery of the Services.  
    5.3 Payment Terms: Skills will invoice you at the end of each month for services provided during that month. Invoices will be provided by the 5th day of the following month. All invoices are payable by the 20th of the month of invoice.  
    5.4 Disputed Invoices: If you genuinely dispute any portion of any amount appearing as payable on any invoice issued by Skills under the Contract: Page 3 of 10  
    (a) you will notify Skills of such dispute within one month of receipt of the invoice;  
    (b) the undisputed portion of that invoice will remain payable on the due date for payment under the applicable Statement of Work or Service Schedule, and  
    (c) you will not be obliged to pay the disputed portion of that invoice until the dispute has been resolved by agreement between us or, in the absence of such agreement, in accordance with clause 12. 

  

  1. CANCELLATION AND AMMENDMENT
    Where the Services provided under any Statement of Work include delivery to an in-house group that is exclusive to You the following terms will apply if you cancel or change a scheduled workshop.
    6.1 If at least 15 day’s notice of cancellation is given, no charge will be made, but any third-party costs that have been incurred will be charged at cost.  
    6.2 If less than 15 day’s notice of cancellation is given, a charge of 50% of the workshop fee will be made, and any third-party costs that have been incurred will be charged at cost.  
    6.3 Changes to the workshop attendees may be made at no charge at any time before a workshop starts. Substitutions are not permitted after commencement  
    6.4 Changes to the workshop date(s) made on less than 10 days notice before the nominated start date will incur a charge of 20% of the workshop fee. 

  

  1. COMMUNICATION AND REPORTING Communication and reporting requirements will depend on the services being supplied and will be specified in the relevant Statement of Work or Service Schedule.
  2. CONFIDENTIALITY We each agree that we will not, either during the Term or after the termination or expiry of the Contract disclose to any person, use for our own purposes, or use to the detriment of the other party any Confidential Information which we obtain during or incidental to the performance of Services, except: 8.1 Law: as required by law; 8.2 Consent: with the other party’s prior written consent; or 8.3 Need-to-Know: to the extent reasonably required by the Contract (and, without limiting the effect of this clause, we may disclose Confidential Information only to our officers, employees, or professional advisers, on a “need to know” basis, as is reasonably required for the implementation of the Contract

  

  1. NO CONFLICT OF INTEREST Page 4 of 10
    9.1 Best Efforts: During the Term, we will each do our best to avoid situations that may lead to a Conflict of Interest arising.
    9.2 Notification: Each of us must notify the other of any potential or actual Conflict of Interest immediately upon becoming aware of it.  
    9.3 Conflict of Interest: For the purposes of this clause, a Conflict of Interest means if a party or its staff’s personal or business interests or obligations do or could conflict or be perceived to conflict with its obligations under the Contract. It means that its independence, objectivity, or impartiality can be called into question. A Conflict of Interest may be:  
    (a) where the conflict currently exists;  
    (b) where the conflict is about to happen or could happen; or  
    (c) where other people may reasonably think that a person is compromised. 

  

  1. PRIVACY Any personal information obtained in performing the Services may only be collected, held, used, and distributed in accordance with the Privacy Act 2020, and any replacement legislation, and any similar or equivalent requirements in the relevant jurisdiction.

  

  1. INTELLECTUAL PROPERTY
    11.1 Existing Intellectual Property: you are the owner of any of your existing Intellectual Property, and Skills is the owner or licensee of any of Skills’ existing Intellectual Property.
    11.2 New Intellectual Property: The ownership rights of any Intellectual Property developed in connection with the Contract will belong to Skills. You agree that you do not by the Contract have, and will not otherwise have or acquire any rights in or to any Intellectual Property which is owned by Skills. 11.3 Warranties: Skills warrants that the Services, or any part of them, we provide under the Contract will not infringe any Intellectual Property Rights belonging to any third party. 

  

  1. NON-SOLICITATION During the term of the Contract, and for twelve (12) months thereafter, you will not solicit any engagement of Skills employees or contractors to deliver services that directly compete with the Services offered by Skills, under any Statement of Work or Service Schedule under which Skills provides Services to you.

  

  1. DISPUTE RESOLUTION
    13.1 If direct negotiations between us fail to resolve any disputes arising out of the provisions of the Contract, that dispute must first be referred to mediation. Page 5 of 10
    13.2 We will mediate the dispute in accordance with the standard mediation agreement of the Resolution Institute, and the Chair of Resolution Institute (or the Chair’s nominee) will select the mediator and determine the mediator’s fee.  
    13.3 If we do not resolve the dispute in the first seven (7) working days of mediation, then that dispute is to be referred to arbitration and shall be finally settled in accordance with the Arbitration Act 1996 and all amendments to that Act.  
    13.4 Pending resolution of any dispute, we will continue to perform our obligations under the Contract without prejudice to our respective rights and remedies. 

  

  1. INDEMNITY If Skills incurs any loss, damage, costs, or claims, including any claims by third parties for infringement of third party rights, as a result of your breach of these Terms, then you agree to indemnify Skills to the full extent of any direct or indirect loss for any such breach
  2. LIABILITY
    15.1 Exclusions: A party (First Party) will not be liable to the other party (Second Party) under or in connection with the Contract (whether in contract, tort or otherwise) in respect of any:
    (a) indirect, consequential, or special loss suffered or incurred by the Second Party as a direct or indirect result of a breach by the First Party of any of its obligations under the Contract;  
    (b) loss of profit, revenue, opportunity, or goodwill, in each case whether direct, indirect, or consequential; or  
    (c) loss suffered or incurred by the Second Party, to the extent to which this results from any act or omission by the Second Party.  
    15.2 Limitation of Liability: Subject to Clause 14.3, the maximum aggregate liability of Skills to you under or in connection with the Contract (whether in contract, tort or otherwise) is limited to the total fees paid or payable to Skills under the Contract.  
    15.3 No Exclusion or Limit: the exclusions and limitations of liability recorded in clauses 14.1 and 14.2 will not apply to:  
    (a) your obligation to pay the Fees and any Expenses in accordance with the Contract;  
    (b) deliberate breach or misconduct or gross negligence;  
    (c) any liability under clauses 7 (Confidentiality), 9 (Privacy) or 10 (Intellectual Property);  
    (d) any fraudulent, intentionally tortious, or unlawful acts or omissions of wilful misconduct;  
    (e) any repudiation of the Contract; or Page 6 of 10  
    (f) any injury to, or death of, any person or damage to any of the other party’s property caused by negligence or wilful default. 

  

  1. TERMINATION 16.1 Termination by you or Skills: either of us may terminate the Contract immediately, or on such date as agreed, by written notice, if (a) agreed between you and Skills; (b) there is a material adverse change in Skills’ financial condition, operations, or operational ability; (c) either you or Skills becomes bankrupt or insolvent or have an administrator, receiver, liquidator, statutory manager, mortgagee’s agent appointed or become subject to any form of external administration; (d) you have a Conflict of Interest that in Skills’ opinion is so material as to impact adversely on the delivery of the Services. 16.2 Termination for breach: If a party breaches this Contract (defaulting party), the non-defaulting party may give a default notice to the defaulting party. 16.3 A default notice must state: (a) the nature of the breach, and (b) the time and date by which it must be remedied. 16.4 The period allowed to remedy the breach must be reasonable given the nature of the breach. 16.5 The non-defaulting party may terminate the Contract immediately by giving a further notice to the defaulting party if the defaulting party does not remedy the breach as required by the default Notice. 16.6 Consequences of Termination: If the Contract is terminated the termination will be without prejudice to either your or Skills’ rights and obligations in respect of matters which occurred before the ending or expiry, and; (a) you will pay Skills any applicable approved unpaid Fees and Expenses for the Services delivered up to the date of ending or expiry; (b) We will both stop using, and return, each other’s property, Intellectual Property and Confidential Information; and (c) termination of the Contract will not affect any provisions of the Contract which are intended to continue after termination, including clause 8, 10, 11, and 15 of these Terms of Service, together with such other clauses as are required to give effect to those provisions. 17. WARRANTIES Page 7 of 10 17.1 Reciprocal Warranties: Skills and you warrant to each other that: (a) we each have full power and capacity to execute, deliver, and perform our obligations under the Contract; (b) we are not aware of any fact or circumstance which would, or might reasonably be expected to, prevent us from performing our obligations under the Contract, at the times and in the manner contemplated by the Contract; and (c) all information disclosed by us for the purposes of the Contract is, or will be when disclosed, complete and accurate in all material respects. 18. DATA PROTECTION AND SECURITY Where the nature of Skills engagement with you under a Statement of Work or Service Schedule requires Skills to have access to personal or commercial information from you (“data”) Skills agrees to: 18.1 have systems and processes to ensure that data is protected from loss, unauthorised access, misuse, modification, or corruption; 18.2 ensure Skills staff and contractors comply with your systems and processes for protection of data; 18.3 hold data from you in compliance with all relevant laws and regulations; and 18.4 ensure any data required from third parties is obtained fairly and lawfully and with all necessary consents. 19. FORCE MAJEURE 19.1 Force Majeure: Neither you nor Skills will be liable for any act, omission, or failure to fulfil an obligation under the Contract if this arises from any cause reasonably beyond you or Skills’ control including acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, governmental action after the date of the Contract, fire, communication line failures, power failures, earthquakes, or other disasters (Force Majeure). 19.2 Notification: if either of us cannot fulfil our obligations due to a Force Majeure we will immediately notify the other in writing of the reasons for our failure to fulfil the obligations, and the effect of such failure. We will also use all responsible endeavours to avoid or remove the cause of the failure and perform our obligations under the Contract. 19.3 Termination: If a Force Majeure continues for 30 Business days, either of us may terminate the Contract immediately on written notice to the other. 20. GENERAL TERMS 20.1 Governing Law: The laws of New Zealand will apply to the Contract. Page 8 of 10 20.2 Complete Agreement: These Terms of Service and any associated Statement of Work or Service Schedule replace all previous written or oral agreements or understandings between the parties about the subject matter of the Contract. 20.3 Costs: Except as otherwise stated in the Contract, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution, and implementation of the Contract and any subsequent agreements or contractual arrangements entered into relating to the Contract. 20.4 No Assignment: Neither party may assign its obligations under the Contract or any subsequent agreement to any third party except with the written consent of the other party. 20.5 Survival: Clauses 7, 9, and 10 will survive the Contract and any subsequent agreement and will continue to bind the parties. 20.6 Variation: The Contract and any subsequent agreement may only be varied by agreement in writing between the parties 20.7 Non-waiver: No waiver of any breach of the Contract or any provision contained in the Contract shall be deemed to be a waiver of any preceding or succeeding breach of the Contract or any other provision contained in the Contract. No extension of time for performance of any duty or obligation shall be deemed to be an extension of time for performance of any other duty or obligation. 21. DEFINITIONS In the Contract, unless the context otherwise indicates: Business Day means a day except a Saturday or a Sunday or a statutory public holiday in the country where the services are delivered; Confidential Information means all information or data, in any form or medium whatsoever, relating to us and/or you which by its nature, or by the circumstances of its disclosure, is, or could reasonably be expected to be, regarded as confidential. Contract means these Terms of Service and any Statement of Work or Service Schedule for the supply of particular services. Deliverables mean the Services delivered as stated in the Statement of Work or Service Schedule; Expenses mean any actual and reasonable agreed out-of-pocket costs incurred by you in the delivery of the Services as set out in the Statement of Work or Service Schedule; Fees mean the total amount stated in the Statement of Work or Service Schedule payable by Skills to you, excluding any Expenses; GST, where used in a Statement of Work or Service Schedule, means goods and services tax levied under the Goods and Services Tax Act 1985, and any similar value added or sales tax imposed in the relevant jurisdiction, at the rate Page 9 of 10 prevailing from time to time, including any tax levied in substitution for such tax, but excluding any penalties or interest payable in respect of such tax; Intellectual Property means trademarks, rights in domain names, copyright, patents, registered designs, circuit layouts, rights in computer software, databases and lists, rights in inventions,

 

SKILLS CONSULTING GROUP LIMITED: TERMS OF SERVICE – Skills as Buyer August 2023 Page 2 of 12 AGREEMENT 

  1. THE DOCUMENTS FORMING THE CONTRACT BETWEEN US ARE: a) These Terms of Service b) Any Statement(s) of Work or Service Schedule(s) entered into under these Terms of Service c) Any annexures to any Statement(s) of Work or Service Schedule(s) d) Any variations we agree to any Statement(s) of Work or Service Schedule(s) Together, the ‘Contract’. 1.1 These Terms of Service set out the general terms and conditions that apply when Skills Consulting Group Limited is buying services from you. It outlines what you can expect from us, what we expect from you, and everything you must agree to before your services can be provided. 1.2 These Terms of Service may be amended by Skills from time to time. Any Statement(s) of Work or Service Schedule(s) that are in force at the time will be deemed to be operational under the amended terms. 1.3 A separate Statement of Work or Service Schedule will be agreed for the specific Services you provide. In the event of any inconsistencies between these Terms of Service and any Statement of Work or Service Schedule, the terms of the Statement of Work or Service Schedule will prevail over the Terms of Service. 2. STATUTORY PROVISIONS 2.1 In any document forming the Contract a reference to any enactment that is in force in New Zealand includes any enactment which amends, consolidates, supplements, or replaces it, and includes a reference to any regulation, rule, ordinance, or by-law made under that enactment. 2.2 Where services are supplied by you to Skills in a jurisdiction other than New Zealand, the relevant local statutory provisions will apply; 3. SERVICES 3.1 Appointment: Skills appoints you to provide the Services, and you accept such appointment, on the terms and conditions set out in the Contract. 3.2 Non-Exclusive: you acknowledge that you are not appointed as the exclusive provider of services to Skills and that Skills may engage any other person to carry out or provide the same or similar services to or on behalf of Skills. 3.3 Review: Any Statement of Work or Service Schedule entered into under these Terms of Service will be reviewed annually from the date of signing, or as required, to re-assess the fees, scope, requirements, and time frame for the deliverables in that Statement of Work or Service Schedule. 4. SERVICE LEVELS Page 3 of 12 4.1 Mutual Obligations: We both agree to: a) act in good faith and honestly in our dealings with each other; b) discuss matters affecting the Contract or the delivery of the Services, whenever necessary; and c) notify each other immediately of any actual or anticipated issues that could significantly impact on the Services. 4.2 In supplying Services to Skills, you agree to: a) exercise reasonable skill and care including the use of a sufficient number of appropriately experienced, qualified, competent, trained, and efficient personnel where required, and always act in an ethical and professional manner, and in accordance with applicable legislation, regulations and generally accepted practice within your profession or area of expertise; b) complete each of the Service(s) and the Deliverable(s) under the Statement of Work or Service Schedule in the agreed timeframe; c) at your own cost, make good any errors, omissions, defects, or faults in the Services which Skills notifies you of, and carry out and complete any remedial work to Skill’s satisfaction no later than 7 Business days after receiving notification from Skills; d) not bind or commit Skills to any agreement, arrangement, or transaction; and e) not make any public comment about Skills without Skill’s prior written consent. f) maintain appropriate insurance for the Service supplied under any Statement of Work or Service Schedule entered into under these terms, and provide to Skills a current certificate of insurance cover on request. g) comply with any Skills’ policies and procedures that are relevant to the Services you are providing. 4.3 Skills agrees to: a) provide any information in its possession that you request and that is necessary to enable you fulfil its obligations under the Contract. b) make decisions and give approvals reasonably required by the supplier to enable delivery of the Services, within reasonable timeframes; and 4.4 Health and Safety: you must: a) comply, and ensure that all individuals engaged by you in relation to any Statement(s) of Work or Service Schedule(s) comply with your obligations under the Health and Safety at Work Act 2015, and any other government regulations or health orders; Page 4 of 12 b) participate, and ensure that all individuals engaged by you in relation to the Contract or the delivery of Services participate, in a health and safety induction if required by Skills; and c) without limiting your obligations under clause 4.4(a), report to Skills any accidents, injuries, or near miss accidents or injuries which occur in the course of you providing the Services.
  2.  
  3. 5. PAYMENT 5.1 Fees: The Fees and Expenses payable for the Services under the Contract are set out in the Statement of Work or Service Schedule. 5.2 Administration Costs: Unless provided for in the Statement of Work or Service Schedule, and agreed in writing in advance, there is no fee payable for routine administration and preparation time for the delivery of the Services. 5.3 Invoicing: you will send Skills an invoice for the amounts payable under the Contract which must: a) be emailed in a PDF format to apinvoices@skills.org.nz; b) include a purchase order number (if you not have been supplied with one you will need to request one from your Skills Contract Manager); c) be in the form of a valid tax invoice for GST purposes. All fees are GST exclusive. GST will be paid if you are GST registered; d) specify the Services and/or Deliverables to which the applicable Fees relate; e) be dated no later than 3 months after the Services and/or Deliverables have been delivered; and f) be typed or computer printed / readable (handwritten is not acceptable); and g) include any receipts for Expenses which Skills has agreed to under the Statement of Work or Service Schedule. 5.4 Payment: If your invoice meets the above criteria, Skills will make payment of the invoice to your nominated bank account on the 20th of the month following receipt of the invoice. 5.5 Disputed Invoices: If Skills genuinely disputes any portion of any amount appearing as payable on any invoice issued by you under the Contract: a) Skills will notify you of such dispute at the earliest reasonable opportunity; b) the undisputed portion of that invoice will remain payable on the due date for payment under the applicable Statement of Work or Service Schedule, and c) Skills will not be obliged to pay the disputed portion of that invoice until the dispute has been resolved by agreement between us or, in the absence of such agreement, in accordance with clause 13. Page 5 of 12 6. COMMUNICATION AND REPORTING Communication and reporting requirements will depend on the services being purchased and will be specified in the relevant Statement of Work or Service Schedule. 7. INDEPENDENT CONTRACTOR Nothing in the Contract creates a relationship between you and Skills of employer/employee, principal/agent, a joint venture, or a partnership. 7.1 Skills will determine how much work you are allocated and how often, and may allocate no work. 7.2 You may not assign or sub-contract Your obligations under this Agreement to any third party except with the prior written consent of Skills. Any approved sub-contractor will hold general liability and professional indemnity insurance. Skills may assign or subcontract its obligations under this Agreement to any third party. 7.3 You will provide your own resources that are necessary to deliver the Services under any Statement of Work or Service Schedule. Resources may include but are not limited to laptop, phone, vehicle, and adequate internet connection. 7.4 You are responsible during the Term for: a) Taxes: subject to 2.2, payment of any tax (including GST) for any payments you receive under the Contract; b) Levies: subject to 2.2 payment of levies required under the Accident Compensation Act 2001 and its amendments; c) Registration: GST registration; d) Fines: payment and fines for failure to comply with any statute or regulation; e) Withholding Tax: (not applicable if you are a Limited Liability Company). If you are an individual, Skills may be required to deduct withholding tax as a contractor. Requirements will be specified in the relevant Service Schedule. 8. CONFIDENTIALITY We each agree that we will not, either during the Term or after the termination or expiry of the Contract disclose to any person, use for our own purposes, or use to the detriment of the other party any Confidential Information which we obtain during or incidental to the performance of Services, except: 8.1 Law: as required by law; 8.2 Consent: with the other party’s prior written consent; or 8.3 Need-to-Know: to the extent reasonably required by the Contract (and, without limiting the effect of this clause, you may disclose Confidential Information only to your officers, employees, or professional advisers, on a “need to know” basis, as is reasonably required for the implementation of the Contract and only after each such person has signed a written undertaking, in favour of the Skills, to maintain confidentiality in respect of that Confidential Information, to the same extent as is required of you). 9. NO CONFLICT OF INTEREST Page 6 of 12 9.1 Warranty: you warrant that, at the time of entry into a Statement of Work or Service Schedule under these terms of Service, you have no Conflict of Interest in providing the Services. 9.2 Best Efforts: During the Term, we will each do our best to avoid situations that may lead to a Conflict of Interest arising. 9.3 Notification: Each of us must notify the other of any potential or actual Conflict of Interest immediately upon becoming aware of it. 9.4 Conflict of Interest: For the purposes of this clause, a Conflict of Interest means if a party or its staff’s personal or business interests or obligations do or could conflict or be perceived to conflict with its obligations under the Contract. It means that its independence, objectivity, or impartiality can be called into question. A Conflict of Interest may be: a) where the conflict currently exists; b) where the conflict is about to happen or could happen; or c) where other people may reasonably think that a person is compromised. 10. PRIVACY Any personal information obtained in performing the Services may only be collected, held, used, and distributed by either party for the purpose of delivering the Services and in accordance with the Privacy Act 2020, and any replacement legislation and any similar or equivalent requirements in the relevant jurisdiction. 11. INTELLECTUAL PROPERTY 11.1 Existing Intellectual Property: you are the owner of any of your existing Intellectual Property, and Skills is the owner or licensee of any of Skills’ existing Intellectual Property. 11.2 New Intellectual Property: The ownership rights of any Intellectual Property developed in connection with the Contract will belong to Skills. You agree that you do not by the Contract have, and will not otherwise have or acquire any rights in or to any Intellectual Property which is owned by Skills. 11.3 Warranties: you warrant that the Services, or any part of them, you provide under the Contract will not infringe any Intellectual Property Rights belonging to any third party. 11.4 Skills’ Licence: Skills grants you a non-exclusive, non-transferrable, nonsublicensable, sub-licence to use Skills’ Intellectual Property for the sole purpose of you performing your obligations under the Contract on the terms set out in the sub-licence agreement. 11.5 Contractor Licence: Page 7 of 12 a) Where Skills is using your Intellectual Property, you grant us a non-exclusive, royalty-free, perpetual, and irrevocable licence to use your Intellectual Property which is required to carry out the Services under the Contract;. b) Skills agrees that it will not modify or adapt any of your Intellectual Property in any respect without your consent (other than updating your Intellectual Property to Skills’ brand standards); and c) You warrant that you have all the rights and authority necessary to grant the licence in this clause and that, by granting this licence to Skills, you do not infringe the intellectual property rights of any third party. You must obtain (at your cost) the grant of any licences from third parties to give effect to the licence you grant Skills. 12. NON-SOLICITATION During the term of the Contract, and for twelve (12) months thereafter, you and/or your subcontractors or assignees will not solicit any engagement that directly competes with Services offered by Skills, with clients that you come into contact with as a result of providing Services under any Statement of Work or Service Schedule entered into under these Terms of Service. 13. DISPUTE RESOLUTION 13.1. If direct negotiations between us fail to resolve any disputes arising out of the provisions of the Contract, that dispute must first be referred to mediation. 13.2. We will mediate the dispute in accordance with the standard mediation agreement of the Resolution Institute, and the Chair of Resolution Institute (or the Chair’s nominee) will select the mediator and determine the mediator’s fee. 13.3. If we do not resolve the dispute in the first seven (7) working days of mediation, then that dispute is to be referred to arbitration and shall be finally settled in accordance with the Arbitration Act 1996 and all amendments to that Act. 13.4. Pending resolution of any dispute, we will continue to perform our obligations under the Contract without prejudice to our respective rights and remedies. 13.5. Each party will bear its own costs of resolving any disputes. 14. INDEMNITY If Skills incurs any loss, damage, costs, or claims, including any claims by third parties for infringement of third party rights, as a result of your breach of these Terms, then you agree to indemnify Skills to the full extent of any direct loss for any such breach. 15. LIABILITY 15.1 Exclusions: A party (First Party) will not be liable to the other party (Second Party) under or in connection with the Contract (whether in contract, tort or otherwise) in respect of any: a) indirect, consequential, or special loss suffered or incurred by the Second Party as a direct or indirect result of a breach by the First Party of any of its obligations under the Contract; Page 8 of 12 b) loss of profit, revenue, opportunity, or goodwill, in each case whether direct, indirect, or consequential; or c) loss suffered or incurred by the Second Party, to the extent to which this results from any act or omission by the Second Party. 15.2 Limitation on Liability: Subject to Clause 15.3, the maximum aggregate liability of either party to the other party under or in connection with the Contract (whether in contract, tort or otherwise) is limited to the total Fees paid and/or payable by Skills to you under the Contract. 15.3 No Exclusion or Limit: The exclusions and limitations of liability recorded in clauses 15.1 and 15.2 will not apply to: a) deliberate breach or misconduct or gross negligence; b) any liability under clause 8 (Confidentiality), 10 (Privacy) or 11 (Intellectual Property); c) any fraudulent, intentionally tortious, or unlawful acts or omissions of wilful misconduct; d) any repudiation of the Contract; or e) any injury to, or death of, any person or damage to any of the other party’s property caused by negligence or wilful default. 16. TERMINATION 16.1 Termination for convenience: Skills may end this Contract by giving you at least 30 Business Days’ notice in writing. 16.2 Termination by Skills: Skills may terminate the Contract immediately, or on such date as determined by Skills, by written notice, if a) agreed between you and Skills; b) in the opinion of Skills, you have brought Skills, or any individuals employed by or associated with Skills, into disrepute; c) there is a material adverse change in Skills’ financial condition, operations, or operational ability; d) you become bankrupt or insolvent or have an administrator, receiver, liquidator, statutory manager, mortgagee’s agent appointed or become subject to any form of external administration; e) you have a Conflict of Interest that in Skills’ opinion is so material as to impact adversely on the delivery of the Services. 16.3 Termination for breach: If a party breaches this Contract (defaulting party), the non-defaulting party may give a default notice to the defaulting party. Page 9 of 12 16.4 A default notice must state: a) the nature of the breach, and b) the time and date by which it must be remedied. 16.5 The period allowed to remedy the breach must be reasonable given the nature of the breach. 16.6 The non-defaulting party may terminate the Contract immediately by giving a further notice to the defaulting party if the defaulting party does not remedy the breach as required by the default Notice. 16.7 Consequences of Termination: If the Contract is terminated a) the termination will be without prejudice to either your or Skills’ rights and obligations in respect of matters which occurred before the ending or expiry,; b) Skills will pay you any applicable approved unpaid Fees and Expenses for the Services delivered up to the date of termination; you must refund to Skills any fees paid to Skills that relate to the period after termination of the Contract c) We will both stop using, and return, each other’s property, Intellectual Property and Confidential Information; and d) termination of the Contract will not affect any provisions of the Contract which are intended to continue after termination, including clause 8,10, 11 and 12 of these Terms of Service, together with such other clauses as are required to give effect to those provisions. 17. WARRANTIES 17.1 Reciprocal Warranties: Skills and you warrant to each other that: a) we each have full power and capacity to execute, deliver, and perform our obligations under the Contract; b) we are not aware of any fact or circumstance which would, or might reasonably be expected to, prevent us from performing our obligations under the Contract, at the times and in the manner contemplated by the Contract; and c) all information disclosed by us for the purposes of the Contract is, or will be when disclosed, complete and accurate in all material respects. 17.2 Supplier’s Warranties: you warrant to Skills that: a) You will perform the Services with the degree of skill, diligence, prudence, and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in the same type of activity, under the same or similar circumstances; b) the Deliverables provided by You will meet the applicable specifications and requirements set out in the Statement of Work or Service Schedule; Page 10 of 12 c) You have all necessary rights and authority to supply the Deliverables to Skills under the Contract; and d) without limiting Clause 11, the Services and the Deliverables and anything else provided by You to Skills under the Contract, and Skills’ use of them, will not infringe any Intellectual Property rights of any third party. 18. DATA PROTECTION AND SECURITY Where the nature of your engagement with Skills under a Statement of Work or Service Schedule requires you to have access to personal or commercial information from Skills (“Data”) you agree to: 18.1 have systems and processes to ensure that Data is protected from loss, unauthorised access, misuse, modification, or corruption; 18.2 ensure your staff and contractors comply with your systems and processes for protection of Data; 18.3 meet your obligations under the Privacy Act 2020 in respect of protection of personal information; 18.4 meet your obligations under these Terms of Service and any Statement of Work or Service Schedule in respect of protection of other Data; 18.5 report to Skills any breaches of Data security or near misses by you or your staff or contractors relating to Data from Skills to which you have access; 18.6 hold Data from Skills in compliance with all relevant laws and regulations; and 18.7 ensure any Data required from third parties is obtained fairly and lawfully and with all necessary consents. 19. FORCE MAJEURE 19.1 Force Majeure: Neither you nor Skills will be liable for any act, omission, or failure to fulfil an obligation under the Contract if this arises from any cause reasonably beyond you or Skills’ control including acts of God, strikes, lockouts, riots, acts of war, epidemics, pandemics, governmental action after the date of the Contract, fire, communication line failures, power failures, earthquakes, or other disasters (Force Majeure). 19.2 Notification: if either of us cannot fulfil our obligations due to a Force Majeure we will immediately notify the other in writing of the reasons for our failure to fulfil the obligations, and the effect of such failure. We will also use all responsible endeavours to avoid or remove the cause of the failure and perform our obligations under the Contract. 19.3 Termination: If a Force Majeure continues for 30 Business days, either of us may terminate the Contract immediately on written notice to the other. Page 11 of 12 20. GENERAL TERMS 20.1 Governing Law: The laws of New Zealand will apply to the Contract. 20.2 Complete Agreement: These Terms of Service and any associated Statement of Work or Service Schedule replace all previous written or oral agreements or understandings between the parties about the subject matter of the Contract. 20.3 Costs: Except as otherwise stated in the Contract, each Party shall bear its own costs and expenses in relation to the negotiation, preparation, execution, and implementation of the Contract and any subsequent agreements or contractual arrangements entered into relating to the Contract. 20.4 No Assignment: Neither party may assign its obligations under the Contract or any subsequent agreement to any third party except with the written consent of the other party. 20.5 Survival: Clauses 8, 10, 11, and 12 will survive the Contract and any subsequent agreement and will continue to bind the parties. 20.6 Variation: The Contract and any subsequent agreement may only be varied by agreement in writing between the parties 20.7 Non-waiver: No waiver of any breach of the Contract or any provision contained in the Contract shall be deemed to be a waiver of any preceding or succeeding breach of the Contract or any other provision contained in the Contract. No extension of time for performance of any duty or obligation shall be deemed to be an extension of time for performance of any other duty or obligation. 20.8 Human Rights and Modern Slavery: In performing Your obligations under this Contract, You must: a) Comply with all applicable modern slavery laws, statutes, regulations and codes from time to time in force, and b) Take reasonable steps to ensure that there is no modern slavery or human trafficking in Your or Your subcontractors’ supply chains or business operations. 21. DEFINITIONS In the Contract, unless the context otherwise indicates: Business Day means a day except a Saturday or a Sunday or a statutory public holiday in the country where the services are delivered; Confidential Information means all information or data, in any form or medium whatsoever, relating to us and/or you which by its nature, or by the circumstances of its disclosure, is, or could reasonably be expected to be, regarded as confidential. Contract means these Terms of Service and any Statement of Work or Service Schedule for the purchase of particular services. Page 12 of 12 Deliverables mean the Services delivered as stated in the Statement of Work or Service Schedule; Expenses mean any actual and reasonable agreed out-of-pocket costs incurred by you in the delivery of the Services as set out in the Statement of Work or Service Schedule; Fees mean the total amount stated in the Statement of Work or Service Schedule payable by Skills to you, excluding any Expenses; GST, where used in a Statement of Work or Service Schedule, means goods and services tax levied under the Goods and Services Tax Act 1985, and any similar value added or sales tax imposed in the relevant jurisdiction, at the rate prevailing from time to time, including any tax levied in substitution for such tax, but excluding any penalties or interest payable in respect of such tax; Intellectual Property means trademarks, rights in domain names, copyright, patents, registered designs, circuit layouts, rights in computer software, databases and lists, rights in inventions, confidential information, knowhow and trade secrets, operating manuals, quality manuals and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing), and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, including the goodwill associated with the foregoing and all rights of action, powers and benefits in respect of the same; Services means the services as described in the Statement of Work or Service Schedule; Statement of Work or Service Schedule means the document setting out the Services to be supplied or purchased under these Terms from time to time; Tax where used, means any relevant taxes that apply to transactions under any Statement of Work or Service Schedule. Term has the meaning given in any applicable Statement of Work or Service schedule. 

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