IT Works Limited, NZBN 9429032964554
Version v2025-11 · Effective 18 November 2025 · Current version
This is the authoritative version of the IT Works Terms and Conditions of Trade referenced in our agreements. Superseded versions are preserved in the version history below.
IT Works Limited
Terms and Conditions of Trade
These Terms and Conditions of Trade (‘Terms’) apply to all goods and services provided by the “Service Provider, We” IT Works Limited (NZBN 9429032964554). By using our services or purchasing goods, you agree to these Terms as a “Client”. We may update these Terms from time to time; the latest version will always be available on our website.
These Terms and Conditions begin on the Effective Date or on signing any “orders”, “Quotes”, “service requests”, or “purchases” and remain in effect while we continue providing Services to you, including under any statement of work or similar document, unless terminated earlier in accordance with this Agreement.
These Terms and Conditions apply to any Goods and Services we provide to you. The specific Services, and any agreed service levels, will be detailed in an Agreement. Each Associated Agreement, once approved by both Parties, is governed by these Terms and Conditions.
If there is any conflict between an Associated Agreement and these Terms and Conditions, the Associated Agreement will prevail, except for warranties, indemnities, liability limits, confidentiality, intellectual property, dispute resolution, or termination, where this Agreement takes precedence unless the Associated Agreement expressly says otherwise.
Business Hours shall mean the period from 8:30 a.m. to 5:00 p.m. New Zealand Standard Time (NZST), Monday to Friday, excluding Public Holidays observed in New Zealand. Any time outside Business Hours shall be deemed Out of Business Hours. Services requested or provided during Out of Business Hours shall incur additional charges unless the Client has an agreement that includes after-hours services, or in the applicable Service Schedule. Public Holidays are treated separately and may be subject to different service levels and charges as outlined in the relevant Service Schedule.
Quotes are valid for fifteen (15) days unless otherwise specified in the Quote or advised by us in writing. A Quote is an invitation for you to place an Order with us and does not create a binding contract upon your acceptance. Quotes are valid for the period stated on the Quote. Expiry dates help us manage the validity of pricing and availability. Once a Quote has expired, we may cancel it without prior notice. If a Quote is cancelled or expires, you must request a new Quote.
We may vary or withdraw a Quote at our discretion, including due to supply issues or cost increases.
We make every effort to ensure pricing and Goods descriptions are accurate. If an error or omission is identified, we may rescind the Quote by giving you written notice, even after acceptance or payment. In such cases, our liability is limited to refunding any amounts you have already paid.
Quotes become final and binding once confirmed by both you and us after any requested adjustments. The final Quote price may vary from your original request if changes to Goods or pricing are requested. We reserve the right to adjust Goods and prices in the Quote until it is confirmed. Once confirmed, prices and Goods are fixed unless you request changes and we agree to them.
Quotes are deemed to correctly reflect your original specifications and are based on costs current at the time the Quote is issued. Any subsequent changes requested by you will be charged at our current rates.
Once you confirm a Quote, it is converted into an Order and is subject to the terms of this Agreement.
You may request additional Services, Service quantities, or Goods by submitting a written request to us. We may accept or decline any such requests at our discretion. If we accept your request, we will issue a Quote. Any variations may result in changes to the fees and timeframes.
Special offers or discounts included in a Quote cannot be combined with other promotions unless explicitly stated.
We reserve the right to adjust prices or Goods within a Quote to reflect market conditions beyond our control, including non-stocked Goods as described in clause 14.13. We will notify you of any adjustments before or after Quote approval.
If Goods become unavailable, we may offer a substitute of equal or better quality, subject to your approval. If a manufacturer makes minor changes to specifications, dimensions, or materials after your Order date but before delivery, we may supply the updated version without requiring further approval.
In all cases, you will not be charged more than the originally quoted price unless you expressly agree otherwise.
Our minimum turnaround time for Quotes is twenty-four (24) hours. If you require an urgent Quote, please notify us to expedite processing.
Freight charges are additional (unless stated otherwise) and will be added to the Order. Freight costs are provided as estimates only.
Estimated delivery times are based on supplier estimates and do not represent guaranteed delivery dates.
Non-stocked Goods are subject to price and supply fluctuations and are only confirmed once your Quote has been converted into an Order.
We do not maintain stock on hand; Goods are ordered upon receipt of your confirmed Order. If you request a return or cancellation, a restocking fee of up to 35% of the original price, plus any freight or handling costs, may apply. We will confirm returnability with the distributor before issuing any refund, as some items may not be eligible for return.
Quoted items are covered by the manufacturer’s warranty, limited to parts and labour for hardware on a return-to-depot basis unless stated otherwise.
To place an Order, you must accept the relevant Quote through our online quoting system by clicking the “Accept quote” button. Orders will not be processed unless accepted in this manner. We do not accept orders via other methods (such as email or verbal confirmation), unless otherwise agreed in writing.
All Orders must be signed or otherwise duly authorised by you. Orders submitted electronically will be deemed authorised by you. By submitting an Order, you warrant that the person approving the Order is duly authorised to do so.
We may rely on the apparent validity of any Order unless we have actual knowledge to suggest otherwise. You are responsible for ensuring the accuracy and authority of all submitted Orders, whether electronically or otherwise.
If any Order is signed or approved electronically, it will be deemed duly authorised by both the sender and the person on whose behalf the Order is placed.
Orders become binding upon our written acceptance and our receipt of cleared funds for the Order, including any related costs such as freight or insurance.
We have no obligation to deliver any Order until payment has been received in full. If we are unable to complete an Order for any reason, any payments received will be refunded to you.
You may only cancel an Order with our written consent. You acknowledge that, among other things, we may be unable to cancel an Order once the manufacturer or supplier has dispatched the relevant Goods, and that such dispatch may occur on the same day that we place the Order with the supplier.
By placing an Order, you consent to us conducting credit reference checks where applicable.
You agree to comply with our specified procedures when placing Orders and receiving Goods or Services.
You agree to pay the fees described in each Associated Agreement. If no fee schedule is included, you shall compensate us on an hourly basis according to our prevailing standard hourly rate.
Initial project scoping or consultation may be provided at no charge. However, where scoping requires significant effort, we may quote for this work separately, and your acceptance will be required before charges apply.
Changes to the scope, timing, or specifications of the Services may result in additional charges. Such variations will be invoiced based on our standard hourly rates (or after-hours rates where applicable), and we may require upfront approval.
Certain charges, including user-based Services and third-party cloud subscriptions, may vary from month to month based on actual usage and/or changes to vendor pricing. These charges will be reflected in the Client’s invoice for the applicable billing period.
Where Services are provided outside of a formal Quote or Associated
Agreement, the Service Provider may issue an invoice either:
upon completion of the relevant work; or
once an Order has been raised and accepted by the Client.
The Client agrees to pay such invoices in accordance with the standard payment terms outlined or as per the payment terms specified in the invoice, unless otherwise agreed in writing. Where hardware is supplied as part of the Services, associated costs will be included in the invoice. A deposit may apply at the Service Provider’s discretion and must be paid prior to commencement of work or delivery of Goods.
All fees are payable in New Zealand Dollars. Fees for the Services shall be payable by the Client on the date(s) determined by the Service Provider (“Due Date”), which may include:
by way of instalments, deposit or progress payments, in accordance with a payment schedule issued by the Service Provider.
for specific approved Clients, twenty (20) days following the end of the month in which a statement is issued to the Client’s nominated address for notices;
on the date specified in any invoice or other document issued by the Service Provider; or
failing any notice to the contrary, seven (7) days following the date of the relevant invoice.
Payment may be made by electronic banking or by any other method agreed in writing between the Parties.
Unless otherwise stated in an Associated Agreement, you must reimburse us for all necessary out-of-pocket expenses incurred in performing the Services. We will provide appropriate documentation for such expenses if requested by you.
We may adjust fees annually on the anniversary of this Agreement in line with changes to the Consumer Price Index (CPI) published by Statistics New Zealand. Adjusted rates will not be lower than previous rates and will remain in effect until the next adjustment. You agree that this CPI-based increase is not a material alteration to the Agreement and is not grounds for termination. This adjustment does not apply to certain pass-through services, including Microsoft Subscriptions (Microsoft 365), which may be subject to separate price increases in line with the respective vendor’s pricing structure and notice requirements.
We may vary fees from time to time due to external factors beyond our control, including but not limited to market changes, cost variations, currency fluctuations, and freight charges. You will receive at least thirty (30) days’ prior written notice of any adjustment. This right is separate from the Annual Fee Increase in clause 8.7. You may review and discuss adjustments with us during the notice period.
All fees paid, including any fees paid in advance, are non-refundable, regardless of any termination or suspension of Services, except as otherwise required by applicable law.
You are responsible for all freight, insurance, taxes or governmental fees associated with the Services. Should you qualify for a tax exemption, you must provide us with a valid certificate of exemption or other appropriate proof.
Unless stated as ‘GST inclusive,’ any price for a supply under this Agreement does not include GST, meaning GST will be added to the amount. If the supply is taxable, the Service Provider can charge the Client an additional amount for GST, calculated by multiplying the price by the current GST rate. The Client must pay the GST amount at the same time as the original price, provided the Service Provider has issued a valid tax invoice.
This clause constitutes a security agreement for the purposes of the Personal Property Securities Act 1999 (PPSA), and the Client acknowledges that the Service Provider may register a security interest in any Goods supplied under this Agreement. The Client agrees to:
promptly sign any documents and do all things necessary to assist the Service Provider to register, perfect, and enforce its security interest.
not permit any third party to create or register a security interest over the Goods without the Service Provider’s prior written consent.
keep the Goods separate and clearly identifiable as the Service Provider’s property.
The Client grants the Service Provider the right to enter any premises where the Goods are stored to inspect or recover them in the event of default or insolvency, provided such entry is lawful. To the extent permitted by law, the Client waives its rights under sections 114(1)(a), 116, 120(2), 121, 125, 129, and 131 of the PPSA and agrees that the Service Provider is not required to provide any notices or obtain the Client’s consent before exercising its rights under the PPSA.
The Client must not change its name or details on the Personal Property Securities Register without providing at least ten (10) business days’ prior written notice to the Service Provider.
Fees that remain unpaid after the Due Date will incur interest on the outstanding amount until payment is received, at the lower of 1.5% per month or the maximum allowable rate of interest under applicable law. We reserve the right to immediately suspend part or all of the Services without further notice if any undisputed fees are not received by the Due Date. Monthly or recurring charges will continue to accrue during any suspension period. You acknowledge that we are not liable for any loss, damage, or costs incurred by you, directly or indirectly, as a result of such suspension, including but not limited to delays, data loss, or business interruptions.
If any payment is reversed (e.g. due to a chargeback or dispute), you remain liable for the full amount and any associated costs if the reversal is found to be unauthorised, fraudulent, or in breach of your obligations.
If an invoice is found to be incorrect after payment, any underpayment or overpayment will be recoverable. Overpayments will be set off against future invoices.
Fee disputes will be resolved in accordance with clause 18. You waive the right to dispute any fee if you do not initiate the dispute process within seven (7) days of the Due Date of the relevant invoice. You must still pay all undisputed fees.
You acknowledge that all Goods are supplied subject to the returns and claims policies of the relevant manufacturer or supplier. You agree to accept Goods in accordance with this Agreement and any applicable manufacturer or supplier terms. You indemnify and hold us harmless for any additional obligations or any failure or default by the manufacturer or supplier.
Where Goods include customised elements for you, are considered special or unusual by us, are sourced from overseas, are supplied by a supplier no longer trading, or are otherwise not readily returnable to the manufacturer or supplier, you may not return these Goods or cancel related Services.
You must inspect all Goods immediately upon delivery. If you wish to return Goods, request a refund, or make a claim, you must provide written notice to us within seven (7) days of delivery. If you do not provide such notice within this period, the Goods will be deemed accepted, and you will have no further right to return, refund, or claim.
If we agree in writing that the Goods or Services are defective, we may (at our option) re-supply the Services, repair the defect, or replace the affected Goods. We may also, at our discretion, offer a refund or credit. These remedies are subject to the terms of clause 6. We are not liable for defects or damage caused by:
misuse, neglect, or failure to follow our instructions;
continued use after a defect becomes apparent;
improper storage or maintenance; or
fair wear and tear, accident, or events outside our control.
Where you are entitled to return Goods under this Agreement, the Goods must be returned in their original, unopened condition. However, if upon opening it is evident that the Goods are different from what is described on the packaging or are faulty, the Goods may be returned.
You are responsible for all costs and expenses we incur in arranging the return of Goods to the manufacturer or supplier and/or cancelling any related Services, unless these costs are covered by the manufacturer or supplier. Where we arrange a return or refund on your behalf, or if you cancel an Order after it has been accepted by us, you agree to pay a Return or Cancellation Fee.
This fee covers the administration costs we incur in processing the return, refund, or cancellation. We may deduct the Return or Cancellation Fee from any amounts otherwise due to be refunded to you. The amount of the fee will be determined at our discretion and communicated to you in advance, where possible.
We will use all reasonable efforts to dispatch Goods by the due date, but we are not liable for any non-delivery or delays caused by circumstances beyond our reasonable control. This includes, for example, supply failures or delays by third parties such as delivery companies or manufacturers.
Risk in the Goods passes to you immediately upon delivery. Delivery is deemed complete when the Goods are delivered to your nominated address.
You must ensure that the Goods are adequately insured from the point of delivery.
All Goods supplied by the Service Provider remain its property until they are fully paid for, unless provided under a lease or licence (in which case ownership does not pass). Until the title passes, you:
must not sell, lease, encumber, or otherwise affect ownership of the Goods; and
hold the Goods on trust and as our fiduciary bailee, keeping the Goods separate from other property, clearly labelled, and in their original condition.
If you sell the Goods in breach of this Agreement, you must hold the proceeds of any sale on trust for us in a separate account. Supply of Goods on credit is subject to prior approval and may be withheld if the Client exceeds its credit limit or payment terms. The Service Provider may also refuse delivery in such cases.
Security interests in the Goods, including those under the Personal Property Securities Act 1999. If payment remains outstanding, we may enter your premises to repossess the Goods in accordance with our security rights.
We will provide our services with reasonable care and skill, and in line with what’s set out in these Terms. We’ll do our best to deliver services that meet industry standards and your reasonable expectations.
Except as required by New Zealand law, we do not guarantee that:
our services or products will always be free from faults or interruptions,
our services or products will be fit for your particular purpose, unless we’ve agreed to this in writing,
any advice or information we provide (unless given in writing as part of our services) is guaranteed to be accurate or suitable for your needs.
Nothing in these Terms limits your rights under New Zealand law, including the Consumer Guarantees Act 1993 and the Fair Trading Act 1986, unless you are acquiring our services or goods for business purposes. If you are a business, you agree that the Consumer Guarantees Act and sections 9, 12A and 13 of the Fair Trading Act do not apply.
To the extent permitted by law, neither Party is liable for any indirect, special, exemplary, consequential, or punitive damages, including but not limited to lost revenue, lost profits (except for fees owed to the Service Provider), loss of savings, loss of goodwill, reputation or business opportunity, or other indirect or contingent economic losses arising from or related to these Terms, any Associated Agreement, or the Services provided, nor for any data loss, Data Breaches, cybersecurity incidents or Service interruptions, or for any delays in delivering Services, even if advised of the possibility of such damages.
Nothing in this Agreement shall exclude or limit liability for:
death or personal injury, to the extent not covered by the
Accident Compensation Act 2001
fraud or fraudulent misrepresentation
damages arising from the negligence, or wilful misconduct
of the Party seeking to limit its liability; or
any other liability that cannot be excluded or limited under applicable law.
Liability is proportionately reduced to the extent that a claim is caused or contributed to by the other Party’s actions, omissions, or failure to comply with its obligations under these Terms.
Except as outlined above, our total liability for damages from any and all claims arising out of or related to any Agreement, regardless of the action’s form (whether in contract, tort (including negligence), indemnification, or otherwise), is limited to:
for breaches of non-excludable warranties related to goods, the replacement or repair of the Goods, or payment of the cost of replacement or repair.
for breaches of non-excludable warranties related to Services (excluding service level failures), the re-supply of the Services or the payment of the cost of re-supply; or
for all other claims, our total liability is limited to the total fees paid by you for the specific Service related to the claim (excluding hard costs for licences, hardware, etc.) during the three (3) months immediately preceding the date on which the cause of action accrued.
The limitations in this paragraph do not apply to
reasonable legal fees awarded to a prevailing Party,
the Client’s indemnification obligations, and
amounts due under the non-solicitation provision of this Agreement.
In addition to the above limitations, we are not liable for any damages, losses, or claims arising from any act, omission, error, or failure by you or your Personnel, including but not limited to:
failure to follow our Advice.
provision of inaccurate or incorrect information.
unauthorised modifications to the Environment or Services.
use of non-compliant or unlicensed hardware or software within the Environment.
use of beta, experimental, or pre-release Services.
unauthorised use of software or any breach of software licences for software provided by you for installation.
failure to back up data properly, or interference with any backup systems or processes we implement.
failure to secure systems, including but not limited to inadequate passwords, unpatched software, or unsecured Devices.
security breaches resulting from failure to implement recommended security measures; and
errors or omissions in the operation or management of the Environment or Services.
You acknowledge that due to technology changes, software dependencies, hardware limitations, and external factors, issues that were previously resolved may recur. We do not guarantee that a resolved issue will not arise again due to factors beyond our control, such as software updates, third-party changes, user actions, or environmental factors. If an issue recurs and is found to result from our incomplete or incorrect resolution, we will reattempt resolution at no additional charge, provided you notify us within seven (7) days of the original resolution. Otherwise, additional work will be billed as a new service request at the applicable rates.
This clause will survive any termination of the Agreement.
Any Managed Services Agreement entered with IT Works Limited is effective as of the date the associated Managed Services Quote or Proposal is signed and accepted (the “Effective Date”). By signing and accepting the Quote or Proposal, the Parties agree to all terms of the Managed Services Agreement in full. The commencement of Services may depend on completing the onboarding process and the availability of any required third-party services, which could affect the actual Service start date.
At the conclusion of the initial term, this Agreement may transition to an ad-hoc arrangement, operating on a month-to-month basis. Either Party may terminate the Agreement during this period by providing no less than thirty (30) days’ written notice. All previously applied discounts will cease to apply, and pricing will revert to the Service Provider’s standard rates in effect at the time of expiry. Unless otherwise agreed in writing, all other terms and conditions of this Agreement shall remain in full force and effect during the ad-hoc period.
The Service Provider shall provide a reminder notification to the Client at least thirty (30) days before the notice period begins, informing them of the upcoming automatic renewal.
Either Party may terminate this Agreement in accordance with the Termination clause in section 11 of the Terms and Conditions of Trade agreement.
The Service Provider agrees to provide the managed IT services to the Client (“Managed IT Services“) in accordance with the agreed services of the Managed Services Quote or Proposal.
The Services include support and management activities associated with the following ticket types, to the extent they fall within the agreed scope of Services:
Incident Ticket: An unplanned interruption to a production IT service or system, or a reduction in the quality of a production IT service or system.
Request for Change (RFC) Ticket: A request for an alteration to the Services. RFCs may be categorised as:
Functional RFC: A technical change to the way a service operates
Service RFC: A change to the Services or covered Parties under this Agreement, or a modification to the delivery method or target levels of service.
Request for Information (RFI) Ticket: Requests for information or advice, such as retrieval of data or ad hoc technical guidance provided via phone or other support channels.
Tickets that fall outside these categories or require additional effort or time may be treated as out-of-scope and subject to separate charges or approval under a separate Associated Agreement.
All time-based service commitments, including response targets, rate calculations, and availability expectations, are measured against the Business Hours defined in this Agreement. Any services requested or delivered outside these hours may be subject to different rates or response times.
On-site support is available for IT issues upon request. The Client acknowledges that on-site Services will incur additional charges, which will be billed at the Service Provider’s prevailing rates set out in Part 3 of this Agreement unless otherwise agreed in writing.
The Service Provider reserves the right to charge for all move, add, and change (MAC) requests, including MACs not listed in the Moves, Adds and Changes Rate Card. Any requested changes to the Services, whether remote or on-site, must be mutually agreed upon in writing. All such charges will be based on the Service Provider’s prevailing rate card set out in a Managed Services Agreement, unless otherwise agreed in writing.
Any services, costs, and activities not listed in this Agreement are excluded. The Service Provider will advise the Client when requested services, costs, and activities fall outside the scope of this Agreement. Before proceeding with any billable work related to such exclusions, the Service Provider will obtain written consent from the Client.
Support Services requested or required outside the scope of an Agreement cannot be exchanged for in-scope Services. Any out-of-scope support services will be provided on a Time and Materials, Project basis or as pre-paid service blocks as agreed.
The Service Provider and the Client will agree on an onboarding start date that is mutually convenient. Services will commence once the onboarding process is complete or as otherwise agreed in writing. The onboarding fee will be invoiced upon completion of onboarding and is payable in accordance with the standard payment terms.
The provision of Services under an Agreement requires the Client to grant the Service Provider secure remote access to the Client’s network (e.g., VPN, Remote Desktop Services, Telnet, SSH, RMM, or another approved remote access solution). Depending on the method of access used, additional charges may apply.
The Service Provider offers unlimited remote support during Business Hours as part of the Services. This offering is subject to a Fair Use Policy to ensure consistent service levels for all Clients. “Unlimited” refers to reasonable use in the context of day-to-day support needs. The Service Provider reserves the right to review usage and may contact the Client if usage is deemed excessive, repetitive, or outside standard operational requirements. Examples of unreasonable use include, but are not limited to:
Repeated requests relating to the same issue caused by failure to follow prior advice.
Excessive support for third-party applications not under management.
Requests relating to personal or non-business devices
Training, user onboarding, or tasks better suited to project-based or billable engagements.
If usage exceeds reasonable levels, the Service Provider may recommend a revised support plan or propose additional charges by mutual agreement.
The provisions of this section shall apply only where the Client employs or engages onsite internal IT staff who interact with, support, or manage aspects of the Environment and Services provided under this Agreement. For the avoidance of doubt, these provisions do not apply to Clients who do not have onsite Internal IT Personnel.
The Client acknowledges that it employs or engages internal IT staff (“Internal IT Personnel”) who may interact with, support, or manage aspects of the Environment and Services provided under this Agreement.
The Client shall ensure that its Internal IT Personnel cooperate fully with the Service Provider, including but not limited to:
providing timely access to systems, information, and facilities as reasonably required for the Service Provider to perform its obligations;
Communicating any changes, incidents, or issues within the Environment that may affect the Services;
following the Service Provider’s reasonable directions and recommendations regarding the Services.
The Client shall designate a primary Authorised Contact from its Internal IT Personnel to act as the principal liaison with the Service Provider. The Service Provider shall be entitled to rely on instructions, approvals, and decisions made by the Authorised Contact unless otherwise notified in writing by the Client.
Unless expressly stated in an Associated Agreement, the Service Provider shall not be responsible for activities performed by the Client’s Internal IT Personnel, including but not limited to:
unauthorised modifications, installations, or configurations;
management of systems, software, or hardware outside the scope of the Services;
resolution of issues arising from actions or omissions of Internal IT Personnel.
Any Services required to remediate issues caused by the Client’s Internal IT Personnel, including but not limited to unauthorised changes, failure to follow Advice, or interference with the Environment, shall be deemed out of scope and subject to additional Fees at the Service Provider’s prevailing rates.
The Service Provider shall not be liable for any loss, damage, delay, or disruption arising from or in connection with any act or omission of the Client’s Internal IT Personnel, except to the extent caused by the Service Provider’s own negligence or wilful misconduct.
The Client shall indemnify, defend, and hold harmless the Service Provider from and against any claims, losses, damages, costs, or expenses (including reasonable legal fees) arising from the actions or omissions of the Client’s Internal IT Personnel, except to the extent such claims arise from the Service Provider’s own negligence or breach of this Agreement.
The Client shall not permit its Internal IT Personnel to make changes to the Environment, systems, or configurations relevant to the Services without prior written approval from the Service Provider. Any unauthorised changes may result in additional Fees and/or suspension of Services until the Environment is restored to a supported state.
The Client shall promptly notify the Service Provider in writing of any planned or unplanned changes made by Internal IT Personnel that may affect the Services, including but not limited to upgrades, migrations, or integrations.
In the event of a dispute or conflict between the Service Provider and the Client’s Internal IT Personnel regarding the Services, the Parties shall first seek to resolve the matter through the Authorised Contact. If unresolved, the matter shall be escalated to senior management of both Parties for good faith negotiation.
The provisions of this section shall survive termination or expiry of this Agreement to the extent necessary to resolve any disputes or claims arising from the actions of Internal IT Personnel.
In the event of any conflict between this section and any other provision of this Agreement, the provisions of this section shall prevail with respect to matters involving Internal IT Personnel.
Where the Client employs or engages onsite Internal IT Personnel, the Client acknowledges and agrees that all Internal IT Personnel shall be solely responsible for the creation, management, confidentiality, and security of their own passwords and authentication credentials used to access any systems, networks, or services within the Environment.
The Service Provider shall not be liable for any loss, damage, unauthorised access, or security breach arising from or related to the failure of Internal IT Personnel to maintain the confidentiality or security of their passwords or authentication credentials, except to the extent caused by the Service Provider’s own negligence or wilful misconduct. The Client shall ensure that its Internal IT Personnel comply with all password policies, security guidelines, and best practices as may be reasonably required by the Service Provider from time to time.
You must not modify, move, or install software on the Environment without our prior written approval. Any Services needed to address issues caused by your unauthorised changes are out of scope and not covered under any Associated Agreement.
All software in the Environment must be genuine and licensed. You must provide proof of licensing upon request. If we specify minimum hardware or software requirements in an Associated Agreement, you must implement and maintain them throughout the Service term. We do not knowingly work on unlicensed software but can assist you with purchasing if needed. Some services require the installation of Agents within the Environment. You must not remove, disable, bypass, or interfere with these Software Agents unless we explicitly direct you to do so. You indemnify, defend, and hold us harmless from any liability arising from your failure to comply with this clause.
Updates and patches for hardware and software are created and distributed by third parties (such as equipment or software manufacturers). Where available, we will periodically install updates within the Environment, following the manufacturer’s guidelines. However,
we do not warrant or guarantee the performance of any Update,
we are not liable for any downtime or losses caused by the installation, use, or inability to use any Update, and
we may withhold an Update if we reasonably determine it is incompatible with the Environment’s configuration or does not significantly improve its features or functionality.
If we withhold an update that addresses a known critical security vulnerability, we may notify you. Any decision by us to withhold an update will not expand our liability, and our liability (if any) remains subject to the exclusions and limitations set out in this Agreement.
The Client must, at no cost to the Service Provider:
fulfil all obligations under these Terms and any Associated Agreement.
conduct business courteously and professionally with the Service Provider and its Personnel.
comply promptly with the Service Provider’s reasonable directions regarding the Services.
be responsible for any Client Personnel who access the Services.
ensure that appropriate surge protection and back-up power measures are implemented at the Client’s premises, where reasonably required to support the Goods and Services.
provide all information, facilities, services, and assistance needed by the Service Provider to deliver the Services, including diagnosing issues within the Client’s Environment. The Client is responsible for ensuring that any instructions or specifications provided are complete and accurate, and the Service Provider is not liable for delays, errors, or additional costs resulting from unclear, incorrect, or incomplete information.
promptly inform the Service Provider of any changes that may materially affect the Services or their provision;
promptly notify the Service Provider of any Service deficiencies under this Agreement and take all reasonable steps to mitigate their impact;
acknowledge that the Service Provider may, without notice, delete or remove unlawful, obscene, or unauthorised content from its systems where such content may expose the Service Provider to liability or regulatory risk.
If we are unable to perform the Services at the scheduled time due to any act or omission of yours, including lack of access, information, or authorisation, you may be charged additional fees for rescheduling, storage, or idle time, as reasonably incurred.
You are responsible for ensuring that sufficient internet bandwidth, data allowance, and cloud or system capacity is available to support the Services. We are not liable for costs, service failures, or delays resulting from exceeded data limits or insufficient client-side infrastructure.
You must ensure that we are authorised to liaise with external vendors as needed to provide the Services, including but not limited to your Internet Service Provider, web hosting provider, and domain hosting provider. If authorisation is missing, we may charge for the time spent obtaining it. You must maintain authorisation for new vendors as relationships commence.
We may provide Advice from time to time, which may require additional purchases or investments at your expense. Unless otherwise stated in an Associated Agreement, Services needed to remediate issues caused by your failure to follow our Advice are out of scope and not included in the Fees, and we may charge additional Fees for any resulting diagnostics, repairs, or remediation.
Any advice is provided in good faith based on the information available to us at the time. Our liability for Advice is subject to the exclusions and limitations set out in these Terms. You acknowledge that our Advice is not legal, financial, or other professional advice, and we accept no responsibility for reliance placed on it beyond the scope of the Services.
If we reasonably determine that failure to follow our Advice makes the Services uneconomic or technically unreasonable to provide, we may terminate the relevant Associated Agreement for cause.
Where we recommend third-party Goods or Services, such recommendations form part of our Advice and are also provided in good faith. While we may assist with procurement, implementation, or configuration, we do not warrant or guarantee the suitability, performance, or compatibility of any third-party Goods or Services.
Responsibility for their performance rests solely with the relevant provider, and we are not liable for any issues arising from those Goods or Services, whether or not they were recommended or implemented by us.
If you choose not to act on our Advice and request us to proceed regardless, we may ask you to confirm that decision in writing (e.g., via a release waiver). We are not liable for any loss or damage resulting from proceeding in accordance with your instructions after having provided such Advice in good faith.
At the start of an Agreement, the Client must appoint at least one (1) Authorised Contact to act on its behalf in all matters related to the Services. This person remains in place until the Client notifies us of a replacement. The Client must ensure the Authorised Contact is reasonably available to us at all times.
Each Party must maintain any insurance required by law. The Parties may also agree in writing on any additional insurance coverage that is reasonably necessary to manage their respective risks and obligations under this Agreement, such as public liability, professional indemnity, and cyber liability insurance.
If the Service Provider supplies the Client with any Goods or software under these Terms, the Client also agrees to maintain, at a minimum, insurance coverage sufficient to cover the full replacement value of such Goods or software while in the Client’s possession or control until title to the Goods passes to the Client or the Goods are returned to the Service Provider.
If the Parties agree in writing that additional insurance coverage is required in relation to the Services, the Client must provide satisfactory proof that such coverage is in place prior to the commencement of Services. If the Client does not maintain one or more of the agreed-upon insurance policies, the Client must, before the commencement of Services:
confirm in writing that they assume the associated risks; and
acknowledge in writing that they waive any right to seek recourse from the Service Provider, its affiliates, or its insurers for any claim, loss, or damage arising from the absence of such coverage, except where such claim arises from the Service Provider’s gross negligence, wilful misconduct, or breach of applicable law.
During the term of this Agreement, either Party may request reasonable proof that the other maintains any required or agreed-upon insurance coverage. The requested Party must provide such proof, or a written explanation of any missing coverage and assumed risk, within ten (10) business days of the request.
Each Party agrees to notify the other in writing at least thirty (30) days prior to any cancellation, modification, or lapse in the required insurance coverage.
The insurance requirements set forth herein are not intended to and shall not be construed to limit or modify any of the liabilities or obligations assumed by either Party.
Each Party must comply with all laws and regulations directly applicable to the performance of its obligations under these Terms and Conditions.
You agree to grant us and our vendors 24/7 access to the Environment to monitor, diagnose, manage, communicate with, retrieve information from, and otherwise access it as needed to provide the Services. Our right to monitor, diagnose, or manage the Environment does not create any obligation for us to do so. You are responsible for securing, at your expense and before Services begin, all rights of entry, licences, permits, or other permissions needed for us to deliver the Services physically and virtually. You must always maintain proper and safe environmental conditions. We are not required to provide Services under conditions that pose health or safety risks or require extraordinary or non-standard efforts. We are not liable for delays or failures caused by your denial of full access to the Environment, your Personnel, or your premises. If access is obstructed, we may bill you for additional time needed to gain access.
Agreements commence on the Effective Date and continue until terminated as set out below. Each Associated Agreement has its own term and will only terminate as provided herein. Terminating one Agreement does not, by itself, terminate any other Associated Agreement. You may terminate your agreement with us by giving us 30 days written notice, including the date you want the services to end.
Either Party may terminate an Agreement by providing thirty (30) days’ written notice. If termination occurs during a fixed term, you will be required to pay the early Termination Fee set out in clause 8.3.2. We may also cancel an Agreement at any time before Services commence if we determine that providing the Services is not technically, commercially, or operationally feasible, by notifying you in writing.
Notwithstanding any other provisions expressed or implied in these Terms, either Party may immediately terminate an Agreement by providing written notice if the other Party:
goes into liquidation (other than a voluntary liquidation for the purpose of amalgamation or reconstruction), receivership, becomes insolvent or enters into an agreement or composition with its creditors;
becomes subject to bankruptcy, dissolution, or any similar event affecting its ability to fulfil its obligations under these Terms;
is subject to a force majeure event, as referenced in clause 22.12, that continues for more than ninety (90) days;
breaches these terms or an Associated Agreement and fails to remedy that breach within thirty (30) days after receiving notice from the other Party requiring the breach to be remedied.
If (i) Client-supplied equipment hardware, software, or your actions (or inaction) cause malfunctions to the Environment requiring us to remediate the Environment on three (3) or more occasions, and you fail to resolve the issue as directed, or (ii) you, your Personnel, or representatives behave in a way that makes it impractical or unreasonable for us to continue providing Services, we may terminate an Agreement with fourteen (14) days written notice, or amend the Associated Agreement to exclude the problematic items.
On termination, your right to use the Services ceases immediately.
If we terminate an Agreement for cause, or you terminate without cause before the end of the term, you must pay an early Termination Fee. This fee will be equal to 100% of the remaining fees due within the initial 12 months of the contract term, and 50% of the remaining fees due for the remainder of the term.
The Termination Fee reflects the actual and reasonable costs and commitments incurred by us in reliance on any Associated Agreement, including licensing, provisioning, and volume pricing.
It is payable within thirty (30) days of the effective termination date. If pricing has changed during the term, the Termination Fee will be based on the higher of the original Proposal or your most recent invoice.
For the avoidance of doubt, the conditions under clause 10.5 will continue to apply.
You must continue all scheduled payments, including outstanding amounts, for all work, purchases made on your behalf, and expenses incurred up to the termination date.
If any Agreement terminates, the Parties may agree in writing that any other Associated Agreements remain in effect until their term ends.
Termination or expiry does not affect rights or liabilities that accrued before termination or any provision that expressly or by implication survives termination. Any rights and obligations under an Associated Agreement that continue after termination remain in effect until that Associated Agreement is complete.
If you received a price discount or fee waiver based on a minimum commitment term, and we terminate for cause or you terminate without cause before the end of the term, you must repay the value of any discounts or waived fees. This is calculated as the difference between the discounted rates you paid and the standard rates that applied when the Services were delivered, from the start date of the Associated Agreement to the termination date. This repayment is in addition to, and not in duplication of, the Termination Fee under clause 11.2, and reflects a separate component of our reliance on the agreed term.
The Parties may mutually agree in writing to terminate an Agreement at any time.
Any Goods or software we provide that are leased or licensed (not sold or transferred) must be returned or made accessible for removal upon termination. You must allow us access during normal business hours for this purpose. If access is denied, or if any Goods or Service Provider-supplied software is missing or damaged (beyond fair wear and tear), we may invoice you for the full replacement value, which is payable immediately. This clause applies only to leased or licensed items and excludes Goods intended for purchase.
If you request our assistance transitioning away from the Services, we will assist, provided:
all fees due are paid in full beforehand; and
you agree to pay our then-current hourly rate, with any up-front payments we require.
Unless stated otherwise in an Agreement, we have no obligation to retain any Client data beyond thirty (7) days after termination. This includes backups, which will be deleted after that period unless you notify us in writing before expiry that you intend to take ownership of or migrate the data. You agree to hold us harmless and indemnify us against any claims, costs, fees, or expenses arising from or related to the deletion of your data beyond this specified timeframe.
You agree to take responsibility for any loss, damage, or costs that we (IT Works Limited) suffer because of something you or your staff do that breaches these Terms, or because you break the law while using our services or products.
We agree to take responsibility for any loss, damage, or costs that you suffer because of something we do that breaches these Terms, or because we break the law while providing our services or products.
Neither party is responsible for any loss or damage caused by the other party’s negligence, wilful misconduct, or failure to meet their obligations under these Terms.
If either party receives a claim from a third party relating to the services or products provided under these Terms, the party at fault will cover the reasonable costs of defending or settling that claim.
This indemnity does not apply to the extent that the loss or damage was caused by the other party’s own actions or failure to take reasonable steps to prevent the loss.
We both agree to keep any confidential information we receive from each other private. “Confidential information” means any information that is not publicly available and is marked as confidential, or that a reasonable person would understand is confidential. This includes items such as business plans, customer lists, technical details, and personal information.
We will not share confidential information with anyone else unless we have written permission, or it is necessary to carry out our obligations under these Terms.
If legally required to disclose Confidential Information, the Receiver must promptly notify the Discloser in writing to allow the Discloser to seek a protective order or other remedy. The Receiver will assist, at the Discloser’s expense, in obtaining such protection. If no protective order or waiver is obtained, the Receiver may disclose only what legal counsel advises is legally required. The Receiver must take reasonable steps to minimise any harm or data protection risks.
If either of us asks in writing, or if our business relationship ends, we will return or securely destroy any confidential information we hold that belongs to the other party, unless we are required by law to keep it.
Confidentiality obligations survive for three (3) years after termination or expiration of an Agreement. Obligations to maintain trade secrets continue as long as the information remains a trade secret under applicable law.
We will implement and maintain appropriate cybersecurity and organisational measures to protect personal information from unauthorised access, serious invasions of privacy, disclosure, or loss.
We shall use, collect, and store Client data, including personally identifiable information, only to the extent required by these Terms and any Associated Agreements, and solely for the purposes specified therein. We will not use, disclose, or transfer such data or information except as necessary to perform our obligations outlined in these Terms, or as explicitly authorised by you, or in accordance with applicable law.
You have the right to request a copy of your personal information held by us and request corrections if necessary. We will destroy personal information upon your request or when no longer required, unless needed to fulfil legal obligations.
While we implement and maintain robust security measures, this does not warrant or guarantee that these measures will prevent all security breaches, malware infections, cyberattacks, unauthorised access or other malicious activities. You acknowledge that no security measures can fully eliminate all risks.
We are not liable for any damages or losses resulting from such incidents, except where caused by our failure to comply with applicable laws, or our gross negligence or wilful misconduct. We are not liable for damages arising from a serious invasion of privacy unless caused by our intentional or reckless acts. Liability under this provision is limited as set out in clause 7, or to the extent allowed by law.
Where we copy any of your data or personal information between systems as part of a migration or hardware refresh, you authorise us to retain a temporary copy for up to thirty (30) days to support service continuity. After this period, the copied data will be securely deleted unless otherwise agreed in writing.
If the Services involve the transfer of personal information outside New Zealand, we warrant that any such transfers will comply with applicable legal requirements, including ensuring that the information is subject to safeguards comparable to those under New Zealand privacy law.
You consent to the transfer of personal information to overseas locations where reasonably necessary to deliver the Services. Where required by law, we will obtain your express authorisation before disclosing personal information overseas. We will also notify you of any material changes to our cross-border data handling practices that could significantly affect the privacy or security of your personal information.
You are responsible for securing your own systems and data, including implementing and maintaining appropriate security measures such as firewalls, antivirus software, and encryption, except to the extent these Services are managed by us. You must ensure all end-user Devices accessing the Environment comply with the security policies and guidelines we provide or make available to you, as updated from time to time.
You warrant that all data, information, and materials you provide are accurate, complete, and up-to-date. You further warrant that you have the legal right and all necessary permissions to share this data with us for the purposes of delivering the Services. You agree to indemnify and hold us harmless against any claims, losses, or damages arising from your failure to obtain the necessary permissions to share such data.
You agree to take all reasonable steps to mitigate any damages, losses, or liabilities arising from or related to a breach of these or any Data Breach involving your information.
In the event of a Data Breach, each Party shall:
notify the other Party and any relevant authorities as required under applicable privacy laws;
notify the other Party without undue delay, and preferably within 72 hours of becoming aware of the Data Breach, including:
a description of the nature and scope of the breach and the personal information affected;
details of steps taken to contain the breach and prevent recurrence;
cooperate reasonably in assessing whether affected individuals should be notified, and in issuing any required notifications, in compliance with applicable privacy laws;
allocate the costs of the Data Breach as follows:
If the Client causes a Data Breach, the Service Provider may assist with investigation and response efforts at the Client’s expense, billed at standard hourly rates.
If the Service Provider causes the Data Breach due to its gross negligence, wilful misconduct, or a breach of applicable law, the Client will not be charged for the time spent responding.
If both Parties are involved, the Client will remain responsible for the response costs unless the Service Provider’s contribution to the breach was due to gross negligence, wilful misconduct, or a breach of law, in which case the Service Provider will cover its share.
Both Parties agree to maintain reasonable security logs and records relevant to Data Breaches and security incidents, in line with operational and legal requirements.
If a Party’s insurer, legal counsel, or Incident Response provider takes control of breach management, that Party may be restricted from issuing notifications without prior approval. The Party must promptly inform the other Party of this restriction, unless prohibited by law. In such circumstances, the Party will not be considered in breach of its obligations under these Terms in relation to breach notification or communication. The other Party must not issue any notifications on their behalf unless expressly authorised in writing. Each Party shall cooperate with the other in good faith, subject to any legal, regulatory, or insurance restrictions, including obligations to preserve legal privilege.
You acknowledge that IT support carries inherent risks, including security breaches, data loss, and corruption. We are not responsible for any loss or corruption of data, even if we are providing backup services, unless the loss is caused by our negligence or a deliberate failure to follow our obligations under these Terms.
You are responsible for checking that backups are working as expected and for following any instructions we give you about backup processes. If you alter, disable, or interfere with any backup systems or software we have set up, we are not responsible for any resulting data loss. If data loss does occur, we will help with recovery efforts as per our agreement, but we cannot guarantee that all data can be restored.
We will retain personal information only as long as necessary to fulfil our obligations under this Agreement or as required by applicable law. Upon termination, we will securely delete or return personal data within thirty (30) days at your request and confirm completion, unless retention is required by law.
You authorise us to collect, retain, and use your business and contact information for the following purposes:
credit assessment, where we offer Goods or Services on credit terms (including consultation with credit reporting agencies); and
marketing our products and services to you, including via email or other electronic means. You may opt out of receiving marketing communications at any time by contacting us.
We will handle all personal information in accordance with our obligations under applicable privacy laws and as set out in this Agreement.
“Intellectual Property” means all intellectual property rights, including but not limited to patents, trademarks, service marks, trade names, copyrights, moral rights, trade secrets, know-how, confidential information, proprietary processes, designs, databases, database rights, inventions, and any other proprietary rights or forms of intellectual property, whether registered or unregistered, and all applications for registration thereof, which may now or in the future subsist.
Client data provided to us remains your property. We will use your data and Intellectual Property only as needed to perform our obligations in an Associated Agreement.
Upon termination or expiry of an Associated Agreement for any reason, any licence granted to the Client under this Agreement will immediately cease. The Client must cease all use of the Deliverables and, if directed by the Service Provider, must promptly return or permanently delete all copies of the Deliverables in its possession or control.
You acknowledge that our Services may rely on third-party Goods and Services, which may not always be explicitly identified. We reserve the right to use or change third-party providers at our discretion, provided that such changes do not materially diminish the Services. You agree to comply with the applicable usage policies, terms, and conditions of any third-party providers, including any updates. You acknowledge that changes made by third-party providers to their terms or services are beyond our control. We will provide you with the relevant policies and terms that apply to your use of such third-party Goods or Services upon request or prior to the commencement of the applicable Services. We will also make reasonable efforts to assign, transfer, and facilitate all applicable warranties and third-party service level commitments for third-party Goods or Services to you.
You acknowledge that the Services rely on third-party products and services, which are provided “as is” without any warranties, including but not limited to implied warranties, unless explicitly stated. We disclaim all liability for any loss, damage (including consequential, incidental, or indirect damages), or disruption arising from vulnerabilities, faults, failures, performance issues, or unavailability of any third-party networks, systems, infrastructure, products, or services. Any and all risks associated with third-party Goods or Services are assumed by you. Any issues or defects with third-party Goods or Services must be addressed directly with the manufacturer or third-party reseller in accordance with the applicable vendor terms. If you ask us to assist in resolving third-party product or service issues, you agree to pay our then-current hourly rate, with any upfront amounts as we may require.
Prices for subscriptions provided by third-party suppliers may be subject to change. Any such changes will be communicated to you and automatically reflected in your billing cycle. You agree to indemnify and reimburse us for all third-party and supplier costs incurred on your behalf and invoiced by us.
If you terminate an Agreement or any associated Services before the end of their term, you remain liable for all amounts payable under any term-based agreements we procured on your behalf. This includes, but is not limited to, software licences, subscriptions, telecommunications services, or network solutions. We may pass on any termination-related costs, such as early termination fees or outstanding charges. These obligations survive termination of this Agreement.
If we commit to a twelve (12) month Microsoft New Commerce Experience (NCE) licence on your behalf and the Agreement or the associated Service is terminated before that term expires, we will pass on all associated costs, including transfer fees to another Cloud Solution Provider or early termination fees if the licence cannot be transferred. Costs will be based on Microsoft’s rules, policies, and fees in effect at the time of termination or transfer. We will notify you of any material changes to Microsoft’s policies that might affect these costs as soon as reasonably practicable after becoming aware of them.
To ensure the effective delivery of Services, you agree to:
Ticket Process – Ensure all Tickets are logged using our designated ticketing process or portal (as set out in Part 2 of this Agreement). We may decline to act or delay requests not submitted via the correct method.
Authorised Users– Inform and educate your Authorised Users about this Agreement and how to interact with our support Services, including how to submit Tickets and the minimum information required.
Third-Party Cooperation – Cooperate with any third-party vendors or service providers we may rely on to resolve issues. You will ensure that such third parties follow our change management or access processes if specified in an Associated Agreement.
Suppose you fail to meet any of the responsibilities listed above. In that case, we will not be responsible for any delay, failure, or deficiency in the Services to the extent it was caused or made impractical by your non-compliance.
Priority Definitions
The following table serves as a guide for selecting the priority level to be applied during the logging, triage, and management of Incident Tickets, and also lists Priority 5 Non-Incident Tickets.
| PRIORITY | DEFINITION |
|---|---|
| P1 (Critical) | A major Incident causing complete loss of a business-critical system or function. Operations cannot reasonably continue, and no workaround is available. |
| P2 (Significant) | An Incident that severely impacts a business-critical system or completely disables an important (but non-critical) system. Business is restricted, though a workaround may exist. Also includes issues requiring urgent attention due to high potential impact. |
| P3 (Moderate) | An Incident causing limited functionality or affecting a small number of users. Operations continue with inconvenience. A workaround is usually available. |
| P4 (Minor to No Impact) | An Incident with minimal or no business impact, such as cosmetic faults, documentation errors, or minor system issues. Includes standard Requests for Information (RFI) and Requests for Change (RFC). |
| P5 (All Non-Incident Services) | All RFIs and RFCs that are not Incident-related. These will be scheduled by mutual agreement between the Client and the Service Provider. |
Priority Targets The following service levels will apply to all Incident Tickets raised by you.
| PRIORITY | TARGET RESPONSE |
|---|---|
| P1 | 15 – 30 minutes |
| P2 | 1 Hour |
| P3 | 4 Hours |
| P4 | 1 Business Day |
| P5 | Scheduled and delivered by mutual agreement. Delivery will typically occur within five (5) Business Days, subject to resource availability and the scope of Services under this Agreement |
Note: All service level targets apply during Business Hours, defined as 08:00 to 17:00 NZST/NZDT, Monday to Friday, excluding public holidays.
Priority 1 – Major Incident Communication
For P1 Incidents, the Service Provider will provide periodic status updates via phone or email until the issue is resolved.
Pending Tickets – Client Action Required
For Priority 1 or Priority 2 Tickets marked “Client action required” (or equivalent), if we do not receive a response within two (2) Business Hours, we will escalate the matter to your designated escalation contacts at two-hour intervals. If no response is received by the third (3rd) Business Day, we may close the Ticket. For Priority 3, Priority 4, or Priority 5 Tickets marked “Client action required” (or equivalent), if no response is received within three (3) Business Days, we will follow up after two (2) additional Business Days. If no response is received by the sixth (6th) Business Day, we may close the Ticket.
The escalation process outlined below applies to P1 Incidents only. If either Party wishes to escalate a P1 Ticket, the escalation contacts listed below must be used. If the first point of escalation is unavailable or unresponsive, the next contact should be used. The individual receiving the escalation will be responsible for overseeing the issue through to resolution.
The Service Provider reserves the right to substitute any named escalation contact with another appropriately qualified individual by giving written notice to the Client.
| First Escalation Point | Second Escalation Point | Third Escalation Point |
|---|---|---|
| The Operations Centre support@itworks.co.nz +6449748474 |
Operations Manager Paora Morrison +640277779985 |
Managing Director Matt Petersen +640277779988 |
While the formal escalation process is reserved for P1 Incidents, the Client may request escalation of other matters at the discretion of the Service Provider.
Ticket Submission and Handling
You must submit all Tickets to the Service Desk using the channels outlined below:
Priority 1 (P1) and Priority 2 (P2) Incidents must be logged by telephone to the Operations Centre at +64 4 974 8474.
All other Incidents and Tickets (including RFCs and RFIs) may be logged by telephone or by email to support@itworks.co.nz.
All Tickets must include the following minimum information to ensure prompt and accurate triage:
(Your name and contact details (or those of the affected user).
A description of the affected Service and the nature of the issue or request.
A clear statement of the business impact and urgency to assist in determining the appropriate priority level.
Tickets that are not submitted via the approved channels may not be actioned, and no target response or resolution times will apply.
Upon receipt of a valid Ticket, the following process will apply:
The ticket will be entered into the Service Desk system and assigned to the appropriate support team.
You will receive an email confirmation including the Ticket reference number. This confirmation constitutes our initial response.
For Incidents, we will begin triage and remediation efforts immediately, according to the assigned priority.
For Requests for Change (RFCs), we will perform an impact assessment and provide an estimate for your review and approval before proceeding.
For Requests for Information (RFIs), a Priority 5 (P5) ticket will be logged and managed in line with agreed response timeframes.
Once the issue or request is resolved, and you confirm satisfaction, the ticket will be closed, and a closure notice will be sent.
You can track the status of open tickets at any time through our Service Desk portal.
We may provide best-effort support for out-of-warranty hardware upon mutual written agreement. Such support is not included by default under any Agreement and will only be provided where both Parties have agreed in writing to the specific scope and any applicable fees.
The Client acknowledges and agrees that there may be a delay between the signing of an Agreement and the commencement of specific third-party provided Services, due to factors beyond the control of the Service Provider, including but not limited to the porting of phone numbers or other telecommunication processes. The Service Provider will not initiate any third-party service agreements until a signed contract is received from the Client. The service term for any third-party provided Services will begin only when those Services become operational and available to the Client. The end date of the service term will be adjusted accordingly to reflect the actual start date. The Service Provider shall not be held liable for any delays caused by third-party providers or external processes that impact the commencement of Services.
The Client agrees that, during the term of a Managed Services Agreement, they shall not substantially reduce the quantity of items or Services covered under this Agreement in a manner that effectively diminishes the overall scope of the contract. The Client may reduce the quantity of items or Services by no more than ten percent (10%) of the total agreement amount within any (12) month period following the Effective Date. Any reductions beyond these specified percentages shall require prior written consent from the Service Provider.
In addition, any changes to the quantity of items or Services that arise from substantial shifts in the Client’s business operations, such as mergers, acquisitions, divestitures, or significant expansions or contractions, shall not be considered normal business fluctuations. Such changes must be discussed in good faith and agreed upon in writing by both Parties. The Service Provider reserves the right to review and revise the pricing, scope, and terms of this Agreement to reflect the impact of such changes.
The Service Provider reserves the right to add any Client owned devices to the scope of the Managed Services Agreement at any time, without prior notice to the Client. This includes any associated software licences, subscriptions, or vendor-managed services required to support those devices. The inclusion of such devices and licensing will automatically adjust the billing schedule to reflect the updated quantity of supported assets and services. These additions will be deemed accepted by the Client upon their connection to or use within the managed Environment and will be invoiced in accordance with the prevailing rates set out in any applicable Associated Agreement.
When onboarding a new Client owned device while offboarding an existing one, there may be a crossover in billing during the transition period. If the onboarding and offboarding processes overlap within the same billing cycle, both devices will be included in the invoice until the transition is complete. This ensures continuity of service and accurate licensing coverage for all managed assets. This clause is intended only for small-scale changes involving batches of one or two devices. It does not apply to larger initiatives or batch replacements, such as swapping out multiple PCs at once. Those scenarios would be treated as separate projects and require separate scoping, pricing, and approval.
We will use reasonable efforts to meet the service levels set out in an Agreement during Business Hours. Support provided outside Business Hours is on a best-effort basis. Target response and resolution times are determined based on the priority level assigned to each Ticket. These timeframes are provided as service targets only and are not guaranteed. The Client acknowledges that various factors beyond the Service Provider’s control may affect resolution timeframes. Failure to meet a target response or resolution time does not constitute a breach of this Agreement and does not give rise to any claim, refund, or other remedy. The Service Provider will continue to work toward resolution in accordance with its usual support processes. If a Ticket is escalated to a third-party vendor or supplier, the applicable response time will be adjusted to align with the third-party’s stated response commitments. If no specific response time is provided by the third-party, no response time will apply for that portion of the resolution process.
You authorise us to accept EULAs on your behalf as needed to provide Services under this Agreement. You agree to be bound by the terms of such EULAs and assume all related responsibilities and obligations. If enforcement of an EULA is required, you must pursue it directly with the applicable third-party provider. We may amend any Associated Agreement as needed to maintain compliance with third-party EULAs.
Unless otherwise stated in an Associated Agreement, Devices will not receive or benefit from the Services while they are detached from or unconnected to the Environment. We are not responsible for supporting, diagnosing, or resolving issues within the Environment caused by the connection or use of unidentified or unauthorised Devices. We are also under no obligation to provide Services to Devices that have not been expressly identified and authorised in the applicable Associated Agreement.
You must promptly notify us of any changes to the number of managed users, including user offboarding. We may periodically review the user count in line with our internal audit schedule. If an audit reveals an increase in users, we may back bill you for additional costs. Reductions in user counts will take effect in the next billing cycle, and no credits will be issued for overcharges incurred before the adjustment.
We may use Artificial Intelligence (AI) technologies to enhance and optimise the Services and will comply with applicable data protection laws when doing so. This does not cover your own use of AI tools (including those we provide or configure for your use), which remains your sole responsibility. You are fully responsible for ensuring compliance with applicable laws, managing data access and permissions, and addressing any risks associated with their use or outcomes.
We are not liable for risks or losses arising from your use or misuse of AI tools. While we implement AI technologies to meet industry standards for performance and reliability, we do not guarantee that AI technologies will be error-free or achieve specific outcomes. You agree to use AI-driven recommendations responsibly and acknowledge that we are not liable for any damages arising from the use or misuse of AI technologies, except in cases of gross negligence or wilful misconduct.
Except as otherwise provided in this clause, neither Party may commence legal proceedings without first following the procedure set out below.
If a dispute arises out of or in connection with an Agreement, the Parties will attempt to resolve it through good faith negotiations. Either Party may initiate negotiations by giving written notice to the other Party outlining the nature of the dispute.
If the dispute cannot be resolved through negotiations within fourteen (14) days, the Parties agree to attempt to resolve the dispute through mediation. The mediation will be conducted in accordance with the rules and procedures of the New Zealand Dispute Resolution Centre, or other alternative dispute resolution body as mutually agreed upon by the Parties. The mediation shall be held in a mutually agreed-upon location, and the Parties agree to participate in good faith to resolve the dispute. Each Party shall bear its own legal and other costs incurred in connection with the mediation, and the mediator’s fee shall be split equally between the Parties.
The Parties may agree to conduct mediation or arbitration electronically via secure, legally compliant video conferencing platforms. Protocols for electronic hearings, including document sharing, will be mutually agreed upon and may be amended by consent. Outcomes are binding and enforceable under the laws of New Zealand, with proceedings complying with applicable legal standards.
If a dispute is not resolved through mediation or arbitration as set out above, or if either Party seeks injunctive or equitable relief, either Party may initiate court proceedings.
Each Party acknowledges that the terms of this Agreement have been drafted in good faith to reflect a fair and transparent allocation of risks and responsibilities.
Neither Party may advertise or publicly disclose any matter relating to these terms without the other Party’s prior written consent, which must not be unreasonably withheld.
Unless expressly stated, the Services are not designed to achieve full regulatory compliance for your business. You remain solely responsible for determining and meeting your compliance obligations.
You warrant that no law or regulation prevents us from providing the Services. You agree to notify us promptly if you become subject to any requirements that may, in our discretion, require changes to the scope or pricing of the Services.
The Parties agree that to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the New Zealand Fair Trading Act 1986 do not apply to the supply of the Services or this Agreement, provided the Client is acquiring the Services for the purposes of a business. If the Client is not acquiring the Services for the purposes of a business, the statutory protections under these Acts shall apply to this Agreement, and nothing in this Agreement excludes or limits those protections.
You must provide us with at least fourteen (14) days’ prior written notice of any proposed change of ownership, change in control, or other significant change to your legal structure or business details (including changes to your business name, address, contact details, trustees, or authorised representatives). You remain liable for any losses, costs, or damages incurred by us due to your failure to notify such changes as required under this clause.
We may assign our rights and obligations under this Agreement or any Associated Agreement to a successor in ownership in connection with any merger, consolidation, or sale of substantially all our business assets, or any other transaction in which more than 50% of our voting securities are transferred. We shall give you at least thirty (30) days’ prior written notice of such assignment.
This Agreement and any Associated Agreement will be binding upon the Party to whom it is assigned or transferred. You may not assign or transfer this any Agreement without our prior written consent. If consent is granted, you must ensure the assignee can meet all obligations, including financial, and provide written confirmation of capability before the assignment takes effect. If consent is not granted, or the assignee does not assume all your rights and obligations, you remain liable for the Termination Fee.
Any modification or amendment to these Terms and Conditions or any Associated Agreement must be in writing and agreed upon by both Parties.
You acknowledge that inadvertent clerical or administrative errors, including errors in documentation, quotations, or promotional material, do not invalidate this Agreement. We are not liable for such errors unless caused by our gross negligence or wilful misconduct. You may not treat such errors as grounds to repudiate or terminate any Agreement.
If we must take collection action due to non-payment, you will be liable for all associated costs, including legal fees on a solicitor and own client basis, debt collection agency fees, and dishonour or bank fees.
This Agreement, along with all Associated Agreements, constitutes the entire agreement between the Parties. No representation or statement not embodied herein is binding.
Neither Party shall be liable for costs, delays, or failures to perform any obligations under this Agreement or any Associated Agreement due to circumstances beyond their reasonable control. Such circumstances include, but are not limited to, acts of God, natural disasters, pandemics, government actions, acts of terrorism, labour disputes, widespread cybersecurity incidents (e.g., infrastructure and ransomware attacks or critical software vulnerabilities), and other force majeure events. To rely on this clause, the affected Party must notify the other Party in writing as soon as reasonably practicable, describing the event’s impact, and use reasonable efforts to minimise disruption. This clause does not apply to payment obligations or routine data security/confidentiality measures where the affected Party could reasonably have mitigated the risk.
We make reasonable efforts to provide uninterrupted access to the Services, but do not guarantee continuous availability. Access may be suspended or restricted where necessary to protect the integrity, availability, or security of the systems, network, or data, including in response to potential or actual threats or misuse.
For the duration of this Agreement and twelve (12) months after termination, you agree not to solicit or induce any of our Personnel with whom you had direct interactions or who were involved in providing the Services.
In the event of a breach of the terms of this section, the Parties acknowledge and agree that the damages to the other Party would be difficult or impracticable to determine.
As a result:
you will pay us liquidated damages equal to 10% of the solicited Personnel’s current salary (reflecting a genuine pre-estimate of loss); and
reimburse us for recruitment and training costs to replace the Personnel, plus any lost revenue directly resulting from the breach.
We may also seek injunctive relief to prevent further breaches. If any provision of this clause is deemed invalid or unenforceable, it will be adjusted to the minimum extent necessary to preserve the intent and effect of this clause.
The provisions contained in this Agreement and any Associated Agreement that by their context are intended to survive termination or expiration of this Agreement will survive.
This Agreement shall be governed, construed and enforced in accordance with the laws of New Zealand, and the Parties submit to the exclusive jurisdiction of the New Zealand courts. Each Party irrevocably waives any objection to the jurisdiction or venue of the courts specified in this Agreement on the grounds that such forum is inconvenient or otherwise inappropriate.
This Agreement benefits only the Parties and does not confer rights on any third-party, nor shall any third-party have the right to rely on or enforce any part of this Agreement.
We are an independent contractor and not an employer, employee, partner, joint venture, agent, principal, or any other form of representative of yours, and nothing in this Agreement shall be construed to create such a relationship.
If we subcontract any portion of the Services, we will remain responsible for the quality of the work.
Electronic signatures shall be deemed valid and accepted by either Party, provided that the Parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions or regulations referenced in that Act.
This Agreement can be signed in multiple counterparts, electronically or otherwise, each of which will be considered an original, and together they will constitute one agreement.
These Terms apply to Quotes and Agreements which include Microsoft New Commerce Experience (NCE) licensing products, such as Microsoft 365, Dynamics 365, and other cloud-based services.
All Microsoft NCE licenses are governed by the Microsoft Customer Agreement and the New Commerce Experience Terms. These terms are set by Microsoft and apply directly to your use of the licensed products.
By accepting this quote, you confirm that you have read and accepted Microsoft’s licensing terms and conditions. IT Works Limited acts as a provisioning partner and does not alter or override Microsoft’s licensing policies.
Microsoft NCE licenses are subject to fixed-term commitments (monthly, annual, or multi-year). Early cancellation or reduction of licenses may not be permitted under Microsoft’s policies. Please review your selected term carefully.
IT Works Limited will automatically renew Microsoft NCE licenses on your behalf at the end of each term to ensure continuity of service. If you do not wish to renew, you must notify IT Works Limited in writing at least 30 days prior to the renewal date.
Microsoft reserves the right to change pricing at any time. Any price increases introduced by Microsoft will be passed through to you by IT Works Limited and may occur without prior notice.
All Microsoft licensing services will be invoiced by IT Works Limited and are payable in accordance with the billing terms outlined in the IT Works Terms and Conditions of Trade.
Licenses will be billed in accordance with the selected term and renewal preferences. Changes to license quantities or terms must be requested in writing and may be subject to Microsoft’s change windows and restrictions.
All internet services are supplied by DTS Ltd and wholesaled to IT Works Limited.
DTS Terms and Conditions apply. https://dtsanz.com/terms-and-conditions/general-terms-and-conditions/
Connectivity consists of an access circuit and a data plan. All access circuits will connect the end user location to the IT Works Limited network. The data plan will provide a data allowance for the associated access circuit, applying to international traffic, national traffic and ‘on net’ traffic. Pricing for access circuit, data plan and any additional services may be listed as separate line items on your invoice, but equal the Monthly Charge listed in your quote or proposal.
OPERATING OR INTENDING TO OPERATE: IT Works Limited does not provide an open mail SMTP relay service. If you are relaying mail from your own internal mail server through your current Internet Service Provider, and are changing to an IT Works Limited Internet connection, we recommend that you either alter the settings of that mail server to act as your outbound mail platform directly, or switch to a hosted mail platform. If you do require an independent mail relay, there are a number of 3rd party services available.
REPLACING AN EXISTING CONNECTION: It is the sole responsibility of the Customer to cancel any existing connections they intend to replace with the IT Works Limited connection listed above, according to the terms and conditions of the existing service provider. To cancel an existing IT Works Limited connection, IT Works Limited requires a request in writing (sent to support@itworks.co.nz) with a 30-day notice period.
4G FIXED LINE FAIL-OVER SERVICE: Please note IT Works Limited does not guarantee 3G or 4G service in any area. The customer acknowledges that the services are not available in all areas, are not free from faults or interruptions and may not be able to be used in some buildings or at certain times. Coverage will be affected within covered areas by, but not limited to, local obstructions, radio interference and the location and strength of the antenna. 4G Fixed Line Failover excess data charges will be charged on a per MB basis and is metered both inbound and outbound. Billing will commence upon receipt of 4G device. A New Zealand Mobile number will be provided with this service and it is not able to be ported. The SIM card and 4G Modem supplied will remain the sole property of IT Works Limited at all times.
The following Target Service Level Agreements apply to the new or changed services listed in this agreement and will be provided as a separate document(s) for the following services on request:
• UFB/Bitstream Fibre Services
• DTS Standard Data Services
A minimum delivery charge of $35 will apply to each individual hardware device sent to the Client, unless stated otherwise. Multiple items sent in the same package/delivery will be charged at cost. A quote can be requested in advance by emailing IT Works Limited Accounts at sales@iworks.co.nz. Delivery charges will typically be billed on the invoice following dispatch of the items.
The term for Internet Services is binding for the full term of the quote or proposal. The term starts on the signing of the agreement or installation of services.
The Client accepts the terms and conditions of any access circuit supplier used to connect to the IT Works Limited network and acknowledges that:
Service and installation parameters are determined by the applicable circuit provider.
Access speeds are provided according to the bandwidth class of the relevant circuit and, unless otherwise stated, are delivered on a best-effort basis.
All connections terminate at the demarcation point: an Ethernet port (for fibre or Ethernet services) or an RJ11 port (for VDSL or ADSL services).
In the event of early termination, the Client is liable for all charges required to fulfil the remainder of the contract term and all clauses in section 16 of these Terms and Conditions.
This clause shall apply to and govern the interpretation of both this Agreement and any Associated Agreement:
(singular and plural) words in the singular include the plural (and vice versa);
(currency) a reference to $; or “dollar” is to New Zealand Dollar;
(defined terms) if a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has the corresponding meaning;
(legislation) reference to any legislation includes any statutory modification or re-enactment of that Act for the time being in force;
(URLs) where a URL or online resource is mentioned, the unavailability or non-operation of that URL will not render the rights and obligations associated with it invalid; and
(headings) clause headings are included for convenience only and do not affect the interpretation of any provisions, and references to a clause number include its sub-clauses;
(includes) the word “includes” and similar words in any form is not a word of limitation;
(adverse interpretation) no provision of this Agreement will be interpreted adversely to a Party because that Party was responsible for the preparation of this Agreement or that provision.
This document and the information contained herein are confidential and intended solely for the use of the parties to this agreement. No part of this document may be disclosed to any third party without prior written consent, except as required by law
By clicking the “Accept Quote” button, you confirm that you have read, understood, and agree to be bound by the terms and conditions set out in this IT Works Terms and Conditions of Trade Agreement. This Agreement will take effect from the date and time the “Accept” button is clicked and will constitute a legally binding contract between you and IT Works Limited under the laws of New Zealand.
If you are accepting this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind that entity to these terms.
“Advice” means recommendations or guidance provided by the Service Provider in the course of delivering the Services. Advice is limited to IT operational, technical, and configuration matters directly related to the Services. Advice may be provided via email, service tickets, reports, or other documented communications. Verbal advice must be confirmed in writing to be relied upon under this Agreement. Advice is not legal, financial, or other professional advice.
“Agreement” means these Terms and Conditions of Trade Agreement, as varied, novated, ratified or replaced from time to time.
“Associated Agreement” means any managed services agreement, service agreements, statements of work, schedules or other documents between the Parties that describe the technical and procedural details of the Services provided by the Service Provider.
“Authorised Contact” means representatives of the Client designated in an Associated Agreement, or otherwise, as having the authority to provide directions or consent. “Business Day” means any day other than a Saturday, Sunday, or any public holiday recognised in New Zealand. If the day on which any act is to be done under this Agreement is a day other than a Business Day, that act must be done on or by the immediately following Business Day, except where this Agreement expressly specifies otherwise. For clarity, any reference to a “day” in this Agreement means a calendar day unless specifically stated to be a Business Day.
“Client” also referred to as “you” or “your”, including its agents, employees, contractors, representatives, and any users authorised to access or use the Services.
“Confidential Information” means any non-public information disclosed by one Party to the other Party that is designated confidential or should reasonably understood to be confidential. This includes, but is not limited to, business plans, financial data, customer and supplier lists, customer data, technical specifications, software code, research and development details, internal policies and documents, personal information, legal matters, and related information.
“Data Breach” means any unauthorised access, disclosure, or loss of personal information, whether accidental or intentional, that compromises the security, confidentiality, or integrity of such information, and which may require notification to affected individuals or authorities under applicable privacy laws.
“Deliverables” means any materials, products, software, documentation, reports, analyses, and other work products developed or provided by the Service Provider pursuant to any Associated Agreement.
“Device” means all devices, peripherals, or computer processing units, including mobile devices, that are connected to the Environment.
“Discloser” means the Party disclosing Confidential Information. “Due Date” means the date by which payment for an invoice must be received by the Service Provider, specified in the invoice, statement, payment schedule, or this Agreement.
“Effective Date” means the latest date of the signatures of the Parties on this Agreement. “Environment” means the portion of any computer network, system,
peripheral, or device that the Service Provider maintains, monitors, or operates under an Associated Agreement.
“EULA” means end-user licence agreements, terms of service, customer agreements, subscription terms, or other similar third-party terms established between the licensor and the Client.
“Goods” means any tangible items supplied or sourced by the Service Provider, including but not limited to computer hardware, software, and any related or ancillary items provided in connection with these products, including third-party products. Goods do not include labour, configuration, or installation services, which are classified as Services.
“Intellectual Property” means all intellectual property rights, including but not limited to patents, trademarks, service marks, trade names, copyrights, moral rights, trade secrets, know-how, confidential information, proprietary Process databases, designs, databases, rights, inventions, and any other proprietary rights or forms of intellectual property, whether registered or unregistered, and all applications for registration thereof, which may now or in the future subsist.
“Order” means any order, or approved quote, or approved proposal, requested by the Client for Goods or Services from the Service Provider in any form.
errors and omissions
“Party/Parties” means the entities that have entered into this Agreement. A reference to a Party includes that Party’s executors, administrators, successors and permitted assigns, including persons taking by way of novation and, in the case of a trustee, includes any substituted or additional trustee.
“Quote” or “Proposal” means a quote provided to the Client by the Service Provider.
“Receiver” means the Party receiving Confidential Information. “Residuals” means information in non-tangible form retained in the unaided memory of persons who have had access to the Client’s information, including ideas, concepts, know-how, skills, or techniques.
“Service Provider” means IT Works Limited, also referred to as “we,” “us,” or “our”. “Services” means all intangible services provided by the Service Provider to the Client, including but not limited to consulting, support, labour, system configuration, installation, software licenses, and any third-party Services procured or managed by the Service Provider, together with any Goods sold or resold as part of service delivery.
“Software Agents” means software components installed within the Environment that facilitate supporting, monitoring, diagnosing, manipulating, communicating, retrieving information from, and otherwise accessing the Environment.
“Termination Fee” means the amount payable by the Client to the Service Provider if the Client terminates this Agreement or any Associated Agreement without cause prior to its expiration date, or if the Service Provider terminates this Agreement or any Associated Agreement for cause.
“Updates” means any updates and patches for hardware and software produced and distributed by third parties.
“After Hours” means from 17:00 to 08:00 NZST/NZDT Monday to Friday, and all day Saturday and Sunday, including public holidays.
“Business Hours” means 08:00 to 17:00 NZST/NZDT Monday to Friday, excluding public holidays.
“Effective Date” means the latest date of the signatures of the Parties on the Agreement.
“Master Services Agreement (MSA)” means the Master Services Agreement previously agreed by the Parties.
“Services” means all intangible services provided by the Service Provider to the Client under this Agreement, including but not limited to consulting, support, software licenses, and any products sold or resold as part of service delivery.
For ease of reference, the term “Services” may be used throughout this Agreement to include both Goods and Services, unless the context requires otherwise.
“Ticket” means a logged request, incident, or enquiry submitted by the Client and managed by the Service Provider in accordance with the agreed support process.
“Time and Materials / Project Basis” refers to a billing model where services outside the scope of this Agreement are charged based on actual time spent and materials used (Time and Materials) or as a fixed-price engagement with defined deliverables (Project Basis).
| Version | Effective date | Status |
|---|---|---|
| v2025-11 | 18 November 2025 | Current |
