ClickCease

Terms And Conditions

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  1. Definitions
    • “Consultant” means IT Works Ltd, its successors and assigns, or any person acting on behalf of, and with the authority of, IT Works Ltd.
    • “Client” means the person/s requesting the Consultant to provide the Services as specified in any invoice, document or order, and if there more than one person requesting the Services is a reference to each person jointly and severally.
    • “Services” means all Goods (which includes any files, information, printed or virtual material, data or software, whether supplied from a third party software development company or where custom developed or programmed for the Client) or Services (which includes any advice or recommendations, technical service and support, monitoring services, data back-up or storage services and training, etc.) provided by the Consultant to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    • “Price” shall mean the cost of the Services as agreed between the Consultant and the Client subject to clause 4 of this contract.

 

  1. Acceptance
    • The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services, provided by the Consultant.
    • These terms and conditions may only be amended with the Consultant’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and the Consultant.
    • Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions of that Act or any Regulations referred to in that Act.
    • None of the Consultant’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of the Consultant in writing nor is the Consultant bound by any such unauthorised statements.
    • The Services are provided on the basis of specifications, information and instructions provided by the Client to the Consultant (whether written or verbal). The Client acknowledges that it is their responsibility to ensure that such are detailed sufficiently to satisfy the Consultant’s requirements of interpretation and understanding, as once accepted by the Client, the Consultant’s quotation shall be deemed to interpret correctly those specifications, information and instructions. Therefore, the Consultant shall not accept any liability for the provision of Services contrary to the Client’s intention, or errors or omissions therein, due to insufficient or inadequate provision of detailed specifications, information and instructions by the Client or oversight or misinterpretation thereof, and the Consultant may charge the Client additional costs incurred thereby in re-providing or rectifying the Services, and if reasonably practical, will notify the Client of such costs before they are incurred and the Client agrees to them.
    • Any advice, recommendations, information, assistance or service provided by the Consultant in relation to the Services provided is given in good faith, is based on information provided to the Consultant, and the Consultant’s own knowledge, and experience. Whilst it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Services, human error is possible under these circumstances, and the Consultant shall make all effort to offer the best solution to the Client.
    • This contract constitutes the entire agreement between the Consultant and the Client, and the Client hereby acknowledges that no reliance is placed on any representation made by the Consultant, but not embodied in this contract.

 

  1. Change in Control
    • The Client shall give the Consultant not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by the Consultant as a result of the Client’s failure to comply with this clause.

 

  1. Price and Payment
    • At the Consultant’s sole discretion the Price shall be either:
      • as indicated on any invoice provided by the Consultant to the Client; or
      • the Consultant’s quoted price (subject to clause 2) which will be valid for the period stated in the quotation or otherwise for a period of fifteen (15) days.
    • Additional and/or Varied Services:
      • The Consultant agrees that there will be no charge in the preparation of the initial quotation, which may include Client discussions, project scoping, etc. However, in some instances the aforementioned services may be charged to the Client additionally (at the Consultant’s sole discretion).
      • The Consultant reserves the right to amend the Price:
        • where there is any variation to the accepted plan of scheduled Services, or instructions/specifications, which will be charged for on the basis of the Consultant’s standard hourly rates (and double such rate for any Services provided outside the Consultant’s normal business hours) and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion;
        • where the performance of any contract with the Client requires the Consultant to obtain products and/or services from a third party, the contract between the Consultant and the Client shall incorporate, and shall be subject to, the conditions of supply of such products and/or services to the Consultant, and the Client shall be liable for the cost in full including the Consultant’s margin of such products and/or services;
        • as a result of increases beyond the Consultant’s reasonable control in the cost of materials or labour, or due to fluctuations in currency exchange rates.
        • in the event that the Consultant is requested to provide on-site services, in which case a minimum call-out fee equal to one (1) hours labour (and/or two (2) hours labour for any requested provision of Services after-hours), plus travel, parking costs and Goods, shall apply.
      • Notwithstanding clause 1, the Client acknowledges that additional charges may apply to certain services and support provided by the Consultant (including, but not limited to, reconfiguration of the Client’s computer or network). Any such charges shall be shown as a variation to the original Price; and
      • Where a contract term is stipulated, the Consultant may adjust the monthly charges from time to time upon providing one (1) months’ written notice to the Client. Services are billed to the Client one (1) month in advance (unless otherwise specified).
    • At the Consultant’s sole discretion, a deposit may be required.
    • Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by the Consultant, which may be:
      • twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;
      • the date specified on any invoice or other form as being the date for payment; or
      • failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client.
    • Payment may be made by cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to four percent (4%) of the Price), or by any other method as agreed to between the Client and the Consultant.
    • Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to the Consultant an amount equal to any GST the Consultant must pay for any provision of Services by the Consultant under this contract or any other agreement. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Price, except where they are expressly included in the Price.

 

  1. Provision of the Services
    • The Consultant will make best efforts to ensure that the Client receives continual and uninterrupted Services (including, but not limited to, IT support, Cloud backup/storage services, and monitoring/testing services) for the duration of this contract, however:
      • the Consultant does not in any way warrant or otherwise guarantee the availability of the Services, which shall be subject to events/circumstances beyond the control of the Consultant. In no event though, shall the Consultant be liable to the Client for damages (including loss of income) resulting from or in relation to any failure or delay (including server downtime, programming errors, etc.) of the Consultant to provide Services under this contract, or any loss of data, if such delays or failures are due to circumstances beyond the Consultant’s control. Such a failure or delay shall not constitute a default under this contract; and
      • any time specified by the Consultant for provision of the Services is an estimate only and the Consultant will not be liable for any loss or damage incurred by the Client as a result of provision being late. However both parties agree that they shall make every endeavour to enable the Services to be provided at the time and place as was arranged between both parties. In the event that the Consultant is unable to provide the Services as agreed solely due to any action or inaction of the Client, then the Consultant shall be entitled to:
        • charge the Client additionally for re-providing the Services at a later time and date (and any storage fees for Goods); or
        • subject to clause 2(a), terminate the contract.
      • The Consultant may, at their sole discretion, limit or deny access to the Services if, in the judgement of the Consultant, such limitations or denials of access are required to assure the security of the network, the integrity of the network structure, or to prevent damage to the network.
      • It shall be the Client’s responsibility to ensure that they have adequate data available for the provision of the Services. The Consultant shall not be responsible for any costs incurred by the Client in the event the Client’s data limit is reached and/or exceeded.
      • Limitation of Liability
        • in consideration of clause 3, in the event that the Services provided to the Client malfunction or are disrupted for any reason, the Consultant’s liability shall be limited to damages which under no circumstances shall exceed the amount due and payable by the Client to the Consultant for the Services during the period of disruption or malfunction.

 

  1. Delivery of Goods
    • Delivery of the Goods is taken to occur at the time that:
      • the Client (or the Client’s nominated carrier) takes possession of the Goods at the Consultant’s premises; or
      • the Consultant (or the Consultant’s nominated carrier) delivers the Goods to the Client’s nominated address, even if the Client is not present at the address.
    • At the Consultant’s sole discretion, the cost of delivery is in addition to the Price.
    • Risk of damage to or loss of the Goods passes to the Client on delivery thereof, and the Client must insure the Goods on or before delivery.
    • If any of the Goods are damaged or destroyed following delivery, but prior to ownership passing to the Client, the Consultant is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Consultant is sufficient evidence of the Consultant’s rights to receive the insurance proceeds without the need for any person dealing with the Consultant to make further enquiries.
    • If the Client requests the Consultant to leave Goods outside the Consultant’s premises for collection, or to deliver the Goods to an unattended address, then such Goods shall be left at the Client’s sole risk.

 

  1. Risk and Limitation of Liability for Client Data
    • The Client acknowledges and agrees that the Consultant shall not be held responsible or liable for:
      • any loss, corruption, or deletion of files or data (including, but not limited to, software programmes) resulting from illegal hacking of Services provided by the Consultant. The Consultant will endeavour to restore the files or data (at the Client’s cost), and it is the sole responsibility of the Client to back-up any data which they believe to be important, valuable, or irreplaceable prior to the Consultant providing the Services. The Client accepts full responsibility for the Client’s software and data and the Consultant is not required to advise or remind the Client of appropriate backup procedures (unless included as part of the Services);
      • any loss or damage to the Client’s software or hardware caused by any ‘updates’ provided for that software;
    • The Client acknowledges that any advice or recommendations by the Consultant are provided on the basis of the Consultant’s industry knowledge and experience only and shall not be deemed as specialist advice.
    • The Consultant, its directors, agents or employees will not be liable in any way for any form of loss or damage of any nature whatsoever suffered, whether arising directly or indirectly, by the Client or any person related to or dealing with the Client out of, in connection with or reasonably incidental to the provision of the Services by the Consultant to the Client.
    • The Services (and any associated software) are provided on an “as is, as available” basis. The Consultant specifically disclaims any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose.

 

  1. Title
    • The Consultant and the Client agree that the Client’s obligations to the Consultant for the provision of Services shall not cease (and ownership of any Goods shall not pass) until:
      • the Client has paid the Consultant all amounts owing to the Consultant for the Services; and
      • the Client has met all other obligations due by the Client to the Consultant in respect of all contracts between the Consultant and the Client.
    • Receipt by the Consultant of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then the Consultant’s ownership or rights in respect of the Goods, and this contract, shall continue.
    • It is further agreed that:
      • until ownership of the Goods passes to the Client in accordance with clause 1 that the Client is only a bailee of the Goods and must return the Goods to the Consultant on request.
      • the Client holds the benefit of the Client’s insurance of the Goods on trust for the Consultant and must pay to the Consultant the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed.
      • the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for the Consultant and must pay or deliver the proceeds to the Consultant on demand.
      • the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of the Consultant and must sell, dispose of or return the resulting product to the Consultant as it so directs.
      • the Client irrevocably authorises the Consultant to enter any premises where the Consultant believes the Goods are kept and recover possession of the Goods.
      • the Consultant may recover possession of any Goods in transit, whether or not delivery has occurred.
      • the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of the Consultant.
      • the Consultant may commence proceedings to recover the Price, notwithstanding that ownership of the Goods has not passed to the Client.

 

  1. Personal Property Securities Act 1999 (“PPSA”)
    • Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
      • these terms and conditions constitute a security agreement for the purposes of the PPSA; and
      • a security interest is taken in all Goods, and/or any monetary obligation of the Client for Services, that have previously been provided, and that will be provided in the future, by the Consultant to the Client.
    • The Client undertakes to:
      • sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which the Consultant may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
      • indemnify, and upon demand reimburse, the Consultant for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration made thereby;
      • not register a financing change statement or a change demand without the prior written consent of the Consultant.
      • immediately advise the Consultant of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
    • The Consultant and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
    • The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
    • Unless otherwise agreed to in writing by the Consultant, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
    • The Client shall unconditionally ratify any actions taken by the Consultant under clauses 1 to 9.5.

 

  1. Security and Charge
    • In consideration of the Consultant agreeing to provide the Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    • The Client indemnifies the Consultant from and against all the Consultant’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Consultant’s rights under this clause.
    • The Client irrevocably appoints the Consultant and each director of the Consultant as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any document on the Client’s behalf.

 

  1. Defects, Returns and Warranty
    • The Client shall inspect/review the Services on provision (and/or Goods on delivery) and shall within seven (7) days of such time (being of the essence) notify the Consultant of any alleged defect, error or omission, shortage in quantity, damage or failure to comply with the description or quotation. The Client shall afford the Consultant an opportunity to inspect/review the Services within a reasonable time following such notification if the Client believes the Services are defective in any way. If the Client shall fail to comply with these provisions, the Services shall be presumed to be free from any defect or damage. For defective Services, which the Consultant has agreed in writing that the Client is entitled to reject, the Consultant’s liability is limited to either (at the Consultant’s discretion) re-providing the Services or rectifying/repairing the Services.
    • The Consultant may (in its absolute discretion) accept non-defective Goods for return, in which case the Consultant may require the Client to pay handling fees of up to thirty-five percent (35%) of the value of the returned Goods, plus any freight costs. However, subject to clause 1, non-stocklist items or Goods made or procured to the Client’s specifications, are under no circumstances acceptable for credit or return.
    • Notwithstanding clause 1, the Consultant shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:
      • the Client failing to properly maintain the Services and/or store the Goods;
      • the Client using the Services for any purpose other than that for which they were designed;
      • the Client continuing the use of the Services after any defect became apparent or should have become apparent to a reasonably prudent operator or user;
      • the Client failing to follow any instructions or guidelines provided by the Consultant; or
      • fair wear and tear, any accident, or act of God.
    • For Goods not manufactured by the Consultant, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Consultant shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

 

  1. Client’s Disclaimer
    • The Client hereby disclaims any right to rescind, or cancel any contract with the Consultant or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by the Consultant, and the Client acknowledges that the Services are bought relying solely upon the Client’s skill and judgment.

 

  1. Intellectual Property
    • The Client warrants that all designs or instructions to the Consultant will not cause the Consultant to infringe any patent, registered design or trademark in the execution of the Client’s order. Furthermore, the Client agrees to indemnify, defend, and hold the Consultant harmless from all loss incurred or suffered by the Consultant arising from any claims (including third party claims) or demands against them where such loss was caused by any infringement or alleged infringement of any person’s intellectual property rights by the Client during the use of the Services.
    • Where the Consultant has provided software (and associated documentation) and/or for any of the Consultant’s source code, the Consultant retains ownership thereof, but grants the Client a non-exclusive and non-transferable licence for its use (solely in relation to the operation of the Client’s own business). The Client will use any third-party software and/or source code provided by the Consultant, and identified as such, strictly in terms of the licence (or any other conditions imposed by the Consultant) under which it is provided. The Client further agrees that they shall not without the Consultant’s prior written consent:
      • copy the software and/or source code; or
      • allow any third party to have access to the software and/or source code; or
      • alter, modify, tamper with, or reverse engineer the software and/or source code; or
      • combine the software and/or source code with any other software and/or item, etc.
    • Subject to the Copyright Act 1994 and the conditions therein, the Client agrees that they shall not in any way sell, reproduce, adapt, distribute, transmit, publish, or create derivative works from, any part of the software (if provided by the Consultant) without the Consultant’s prior consent in writing.
    • The Client hereby authorises the Consultant to utilise images of the Services created by the Consultant in advertising, marketing, or competition material by the Consultant.

 

  1. Consumer Guarantees Act 1993
    • If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the provision of Services by the Consultant to the Client.

 

  1. Default and Consequences of Default
    • Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Consultant’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    • If the Client owes the Consultant any money the Client shall indemnify the Consultant from and against all costs and disbursements incurred by the Consultant in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Consultant’s collection agency fees, and bank dishonour fees).
    • Further to any other rights or remedies the Consultant may have under this contract, if the Client has made payment to the Consultant by credit card, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Consultant under this clause 15 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this contract.
    • Without prejudice to any other remedies the Consultant may have, if at any time the Client is in breach of any obligation (including those relating to payment, whether or not the payment is due to the Consultant) the Consultant may suspend or terminate the provision of Services to the Client, (this includes but is not restricted to, withholding passwords and/or disabling the Client’s access to the Services) and any of its other obligations under the terms and conditions. The Consultant will not be liable to the Client for any loss or damage the Client suffers because the Consultant has exercised its rights under this clause.
    • Without prejudice to the Consultant’s other remedies at law, the Consultant shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Consultant shall, whether or not due for payment, become immediately payable if:
      • any money payable to the Consultant becomes overdue, or in the Consultant’s opinion the Client will be unable to make a payment when it falls due;
      • the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
      • a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

 

  1. Confidentiality
    • Each party agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party’s written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.

 

  1. Cancellation and Termination
    • The Consultant may cancel these terms and conditions, or cancel provision of the Services at any time before the Services are provided (or Goods are delivered), by giving written notice. On giving such notice the Consultant shall repay to the Client any money paid by the Client for the Services. The Consultant shall not be liable for any loss or damage whatsoever arising from such cancellation.
    • At the Consultant’s sole discretion the Client may cancel provision of the Services by way of the Client providing the Consultant with a minimum of one (1) month’s written notice. In the event that the Client cancels any contract to which these terms and conditions apply, or provision of the Services, then the Client shall be liable for any and all loss incurred (whether direct or indirect) by the Consultant as a direct result of the cancellation (including, but not limited to, any loss of profits). Furthermore:
      • if the Client requests termination of the contract prior to the expiration of any specified term, then the Client shall also be liable to pay for the provision of the Services until the expiration of the contact term, regardless of whether or not the Client requests the Consultant to discontinue the Services before the expiration of the specified term. The Consultant is not obligated to refund the Client for the value of any unused portion of the Services in the event that the Client cancels the Services before the expiration of the specified term.
      • in the event that that the Client fails to give notice under clause 2, any specified contract term shall automatically renew on a monthly basis, until terminated in accordance with this contract, and the Client shall be liable to pay all associated costs.
    • Should the Client, for any reason, cause the Services to be delayed for more than three (3) months after the acceptance date, this contract will be terminated by the Consultant (at their sole discretion) and all Services provided, but not billed or paid, will be payable in full as per clause 4.
    • If the Client fails to comply with any of the provisions of this contract and does not rectify such non-compliance within seven (7) days of the Consultant giving notice either in writing, via fax or email, then the Consultant may without prejudice to any other rights or remedies, and without being liable to the Client for any loss or damage that may result, give notice to the Client terminating their right to use the Services. Upon termination of the contract, the Client shall lose all right to use the Services and must destroy all copies of any Goods made. The Client shall certify in writing that the copies have been destroyed.
    • In the event the Services are terminated as per clauses 2 or 17.4, the Services can be re-instated under a new contract at the prevailing rates; however no credits or discounts will be granted, and reinstatement costs shall apply.

 

  1. Privacy Act 1993
    • The Client authorises the Consultant (or the Consultant’s agent) to:
      • access, collect, retain and use any information about the Client;
        • (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
        • for the purpose of marketing products and services to the Client.
      • disclose information about the Client, whether collected by the Consultant from the Client directly or obtained by the Consultant from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
    • Where the Client is an individual the authorities under clause 1 are authorities or consents for the purposes of the Privacy Act 1993.
    • The Client shall have the right to request the Consultant for a copy of the information about the Client retained by the Consultant, and the right to request the Consultant to correct any incorrect information about the Client held by the Consultant.

 

  1. Dispute Resolution
    • The Consultant and the Client will negotiate in good faith and use their reasonable efforts to settle any dispute that may arise out of, or relate to, this contract, or any breach thereof. If any such dispute cannot be settled amicably through ordinary negotiations, the dispute shall be referred to the representatives nominated by each party who will meet in good faith in order to attempt to resolve the dispute. Nothing shall restrict either party’s freedom to commence legal proceedings to preserve any legal right or remedy or protect and proprietary or trade secret right.

 

  1. General
    • The failure by the Consultant to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Consultant’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    • These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Lower Hutt Court of New Zealand.
    • The Consultant shall be under no liability whatsoever to the Client for any expenses, claims, costs (including but not limited to legal fees and commissions), damages suffered or incurred by the Consultant, or indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Consultant of these terms and conditions, caused by any failure by the Client to comply with their obligations under this contract, or that arise from any claim relating to the Services by any person that the Client authorises to use the Services, or where due to server downtime or programming errors (alternatively the Consultant’s liability shall be limited to damages which under no circumstances shall exceed the Price).
    • The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the Consultant nor to withhold payment of any invoice because part of that invoice is in dispute.
    • The Consultant may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
    • The Client agrees that the Consultant may amend these terms and conditions at any time. If the Consultant makes a change to these terms and conditions, then that change will take effect from the date on which the Consultant notifies the Client of such change via email. The Client will be taken to have accepted such changes if the Client makes a further request for the Consultant to provide Services to the Client.
    • Neither party shall be liable for any default due to fires, explosions, severe weather, industrial disputes, insurrection, requirements or regulations, or any civil or military authority, acts of war (whether declared or not), civil unrest, acts of God, earthquake, flood, riot, embargo, government act, strike, lock-out, storm, terrorism, DNS caching, propagation, or other DNS issues outside the reasonable control of either party, or failure or outage of any telecommunications links or other connections forming part of the Internet which are beyond the reasonable control of either party.
    • The Client warrants that it has the power to enter into this contract and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this contract creates binding and valid legal obligations on it.