1. Acceptance of Terms

These Terms of Service (“Terms”) govern the provision of IT consulting and related services by Between Systems (“Contractor”, “we”, “us”) to you (“Client”, “you”). By engaging our services, you agree to be bound by these Terms.

2. Priority of Agreements

These Terms of Service apply to all work performed by us unless a separate written contract has been signed between the parties. Where such a contract exists, its terms shall prevail to the extent of any inconsistency with these Terms of Service.

3. Services Provided

We offer IT consulting services, which may include:

  • Strategy and AI/automation readiness assessment
  • API and flat-file integration
  • System audit, configuration and support
  • End-user training and stakeholder engagement
  • Technical advice and guidance
  • Cloud services
  • Data analytics
  • Web development and ecommerce services
  • Hardware procurement, installation and configuration
  • Troubleshooting
  • Administration of user access and identity management
  • Technical documentation
  • Other related IT consulting tasks as agreed.

4. Fees and Payment

Fees are charged at the rate agreed via email or proposal. For hourly engagements, the minimum billable unit is 15 minutes. Payment is due within 7 days of invoice. A late fee of $20 NZD applies per 30-day period for overdue invoices.

Pre-approved reimbursable expenses may be invoiced separately. We are not registered for GST.

5. Confidentiality

Both parties agree to maintain the confidentiality of any non-public or proprietary information exchanged.

6. Client Data and Privacy

In the course of providing services, we may be granted access to systems, files, or other information belonging to the Client or the Client’s end users (“Client Data”). We will take reasonable steps to protect the confidentiality and integrity of such Client Data and will only access, use, or store it as necessary to perform the agreed services.

We will not disclose Client Data to third parties except:

  • As required by law, or
  • With your prior written consent.

By engaging our services, the Client acknowledges and agrees to our Privacy Policy which outlines how we collect, use, and protect personal information.

7. Intellectual Property

We retain ownership of any intellectual property developed during the provision of services. Upon full payment, you are granted a non-exclusive, non-transferable licence to use the deliverables for your internal business purposes only. Redistribution, resale, or sublicensing is prohibited without our written consent.

8. Limitation of Liability

We are not liable for any indirect, incidental, or consequential loss. Our total liability for direct loss is limited to the total fees paid by you for the services in the six (6) months immediately preceding the event giving rise to the claim. We are not liable for losses except where directly caused by our gross negligence or wilful misconduct.

9. Indemnity

You agree to indemnify us for any claims arising from:

  • Your use or reliance on our services or deliverables
  • Issues relating to third-party systems or data we were instructed to work on
  • Breach of these Terms by you.

10. Warranties and Risk

We will deliver services with reasonable skill and care. However, outcomes depend on factors beyond our control, including third-party systems. No guarantee is made as to specific results or performance.

11. Termination

You may cancel the engagement at any time by written notice. You must pay for all work completed up to the date of cancellation.

12. Governing Law

These Terms are governed by the laws of New Zealand. Disputes shall be resolved through good-faith negotiation, and if unresolved, through mediation or arbitration.