Many Caps Consulting Ltd
Standard Terms & Conditions

1. DEFINITIONS AND INTERPRETATION

"Commencement Date" means the commencement date set out in the Consultancy Contract or your Mango Sign Up date;

"Completion Date" means the completion date set out in the Consultancy Contract or the date of termination of your mango agreement plus notice period;

"Consultancy Contract" means the consultancy contract attached;

"Intellectual Property Rights" means all rights including, without limitation, copyright, design rights, patents, patent applications, know-how, trademarks, trade secrets and other rights, whether or not registered or capable of registration;

“Materials” means all reports and other information produced by Many Caps during the term of this agreement;

"Services" means the consultancy services set out in the Consultancy Contract;

"Working Day" means any day except Saturdays, Sundays, public holidays in Christchurch and the days between December 24 and January 15 inclusive.

2. TERM

    1. Consulting Services Term of Agreement: The agreement runs from the Commencement Date until the Termination Date, unless terminated earlier under clause 7.
    2. Mango Term of Agreement: The agreement runs from the Commencement Date until we are notified of your intention to terminate, plus any notice period required by Mango

3. SERVICES

    1. Scope of Services: Many Caps will provide the Services in a timely, careful, efficient and competent manner.
    2. Progress: For consulting, Projects, Many Caps will hold meetings with your representative at least monthly to advise of progress. More regular meeting may be held as required. For Mango, we will schedule training sessions as agreed to support your implementation.
    3. Dealing with third parties: In providing the Services, Many Caps will co-operate with you and your representatives, and any other agencies, consultants or contractors used by you.

4. REMUNERATION

    1. Fees: You will pay Many Caps for the Services in accordance with the amounts or rates of fees set out in the Consultancy or Mango Contract.
    2. Additional work: Where you ask for any additional work outside the scope of the Services set out in the Consultancy Contract or Mango Quotation, any such work will be charged at rates determined by Many Caps.
    3. GST: The fees charged by Many Caps will be plus Goods and Services Tax.

5. PAYMENT

    1. Many Caps will render itemised invoices for Consulting Services on the 20th of each month and Mango QHSE Software on the 15th of each Month.
    2. Payment Consulting Services: You will pay each Consulting invoice by the 20th of the month following the date of the invoice.
    3. Payment Mango QHSE Software: Mango invoices are due on the 15th of the following Month and are to be paid by Direct Debit.
    4. Interest: You will pay interest at 12% pa on any amount due but unpaid, calculated daily.
    5. Disputed Invoices: If you dispute any part of an invoice, you must give notice within 5 Working Days of the invoice with reasons for the dispute. You must pay the undisputed portion of the invoice. Many Caps can charge interest at 12% pa on all contested amounts which are later determined to be payable.
    6. Non Payment: Non payment of Mango invoices will result in access to your system being suspended. All non-payments for either Mango or Consultancy services may be transferred to a debt collection service for recovery at the clients costs.

6. LIABILITY OF MANY CAPS

    1. If Many Caps breaches this agreement, you will only be able to recover damages for direct loss up to an amount equal to the fee (excluding GST) invoiced to you for the Services. You will not be able to recover indirect or consequential losses.
    2. Where a Customer’s use of Mango or any an Eco Online Product is not in accordance with this Agreement or the Software EULA the client will indemnify and hold harmless Many Caps, Mango, Eco Online and its affiliates against claims, actions, proceedings, losses, damages, expenses and costs (including without limitation court costs and reasonable legal fees) 

7. TERMINATION AND SUSPENSION

    1. Termination of Consulting services by Many Caps: Many Caps may terminate this agreement if you fail to pay any invoice from Many Caps, other than any amount disputed under clause 5.3, and the failure continues for more than 10 Working Days.
    2. Termination of Mango QHSE by Many Caps or Mango: Many Caps or Mango may terminate this agreement if you fail to pay any invoice from Many Caps, and the failure continues for more than 5 Working Days, or you commit a breach the Mango EULA.
    3. Termination by Client: If Many Caps is at any time in breach of any of its obligations under this agreement and fails to rectify the breach within 5 Working Days of you requesting in writing to do so, you may terminate this agreement.
    4. Effect of termination: The termination of this agreement does not affect any pre-existing claim which either party may be entitled to.

8. CONFIDENTIALITY

    1. Confidentiality: Subject to clause 8.2, Many Caps will keep all documents and other information relating to the provision of the Services confidential and will not disclose any of it to any person without your consent in writing.
    2. Exceptions: Any information that is already publicly-known or becomes publicly-known through no fault of Many Caps, or any information that Many Caps is required to give to any regulatory body is excluded from the duty of confidentiality.

9. INTELLECTUAL PROPERTY RIGHTS

    1. Ownership of Materials for consulting services: Many Caps will retain ownership of the Materials, but grants you a non-exclusive, perpetual license to copy or use the Materials. This licence is personal to you and cannot be transferred to any other party.

10. DISPUTE RESOLUTION

    1. Notice of dispute: If either party considers that there is a dispute arising out of this agreement that they are unable to resolve between them or by using alternative procedures such as mediation. that party must give notice in writing to the other party, including details of the dispute and request that the dispute be resolved in accordance with clause 10.2.
    2. Arbitration: Any dispute which cannot be resolved under clasue10.1 can be submitted to arbitration which will be conducted in accordance with the Arbitration Act 1996. The first and second schedules to the Arbitration Act shall apply as varied by clause 10.3.
    3. Arbitration Proceedings: Any arbitration shall be by one arbitrator to be agreed upon by the parties, or if they cannot agree on an arbitrator, then by one nominated by the President of the Arbitrators' and Mediators' Institute of New Zealand at the request of either party. The arbitration shall be held in Christchurch, New Zealand, unless otherwise agreed by the parties.

11. NOTICES

    1. All notices or other communications to be given under this agreement must be given to the recipient by e-mail to the addresses set out in the Consultancy Contract. Any notice will be deemed to have been duly given when transmitted with no indication of incomplete transmission, but any notice given after 5.00 pm, or on a day that is not a Working Day will be deemed to be given at 9.00 am on the next Working Day.

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