Standard Terms

In this Agreement:

Headings are for convenience only. "Including" does not limit what follows. The singular includes the plural and vice versa. A reference to writing includes email. Nothing in this Agreement is to be interpreted against a party because that party prepared it.

If there is an inconsistency, the following order of precedence applies: (a) a Statement of Work, but only for the specific Services it covers and only to the extent it expressly identifies the provision being varied; (b) Schedule 1, for the commercial particulars it records; (c) the general terms in clauses 1 to 25, except that Schedule 5 (Software licence and hosting), where it applies, prevails over clauses 9.5, 15 and 21.7(d) to the extent it expressly varies them; and (d) the remaining Schedules.

The Client appoints the Provider to provide the Services, and the Provider accepts that appointment, from the Commencement Date.

This Agreement is a master agreement. The engagement-specific details are recorded in the Schedules. Additional Schedules and Statements of Work may be added under clause 25.6 and form part of this Agreement once agreed.

The Services may be supplied for the benefit of any member of the Client Group. A Client Group member is not required to sign a separate agreement, but the Client remains the contracting party and is responsible for the Client Group's compliance with the Client's obligations.

At each quarterly review the parties will review the covered entities and the workload they generate. If an entity joins the Client Group, or an existing entity grows or changes so that the scale, complexity, risk or required output of the engagement increases or decreases materially, either party may request an adjustment. The parties will agree in good faith whether to address it by reprioritisation within the existing Fees or by a written variation to scope, resourcing or Fees. No adjustment applies without written agreement.

This Agreement continues until terminated under clause 21.

The appointment is non-exclusive. Each party may engage or provide services to others, provided the Provider complies with its confidentiality and conflict obligations.

The Services are the services described in Schedule 2. The Provider will provide them with the reasonable skill, care and diligence expected of a competent provider of services of that kind.

The Provider is not appointed as the Client's employee, operational IT provider, managed service provider, systems administrator, helpdesk, software developer or implementation resource unless Schedule 2 or a Statement of Work expressly includes that role.

The Provider may decide the methods, sequencing and tools used to perform the Services, subject to agreed priorities, security requirements and lawful Client policies notified in advance.

The Provider has no authority to bind the Client, enter contracts for the Client, commit expenditure, direct employees in an employment capacity or make final business decisions, unless the Client gives specific written authority.

The Services comprise the activities in Schedule 2, as reasonably prioritised between the Provider and the Client's nominated representative.

The Provider may identify and recommend changes (for example, security controls, multi-factor authentication, architecture changes, cloud optimisation or process automation), but implementation remains the responsibility of the Client or separately engaged implementers, except to the extent Schedule 2 or a Statement of Work expressly makes the Provider responsible for it.

Where Schedule 1 provides for a monthly retainer, the retainer secures the Provider's continuing capability, availability and delivery of prioritised work. It is not limited to a fixed number of hours, days or tasks in any month, and effort will vary with priorities. The parties will assess value and performance over a reasonable period rather than by comparing hours month by month. Either party may raise at a quarterly review that effort or output has departed materially from what the parties reasonably expected, and the parties will then agree in good faith how to rebalance scope, priorities or Fees.

Where Schedule 2 provides for a discovery phase, the engagement begins with a discovery, audit and baseline phase during the Initial Period. During that phase the Provider will investigate the Client Group's environment, establish the baseline (including the Virtual CTO Score where Schedule 4 applies), identify risks and dependencies, and agree the initial roadmap with the Client. Recurring output commitments and KPI targets apply once sufficient baseline evidence exists and the initial priorities have been agreed.

Unless expressly included in Schedule 2 or a signed Statement of Work, the Services exclude:

• website, SEO or digital marketing implementation, content editing or campaign execution;
• software development, coding, build, testing, deployment or ongoing maintenance;
• server, cloud, network, productivity-suite or device administration;
• helpdesk, user, printer, email or device support;
• malware response, cybersecurity monitoring, penetration testing or managed security services;
• hardware supply or installation, physical cabling, data entry or operational processing;
• legal, accounting, tax, financial, employment, privacy-officer or other regulated advice;
• delivery, licensing or support of software, SaaS, AI, reporting, monitoring or other platforms; and
• any task that is primarily operational execution rather than strategic advice, governance, coordination or oversight.

Excluded work may be provided as Additional Charges under clause 10 or under a Statement of Work. Assisting with diagnosis, requirements, vendor selection, oversight or acceptance criteria does not make the Provider responsible for the underlying implementation or its technical operation.

Most Services will be performed off-site, including research, analysis, roadmaps, policies, governance frameworks, assessments, vendor reviews, meeting preparation, board papers and executive reports.

The Provider will spend time on-site at the Client's premises as stated in Schedule 1 to understand the business, engage stakeholders and support leadership discussions.

The on-site commitment is a service expectation, not a timesheet guarantee. It may vary because of travel, public holidays, leave, illness, emergencies or agreed priorities. The Provider will give advance notice where practical and may substitute remote meetings, workshops or equivalent advisory activity. If the on-site commitment is not met in two consecutive months, either party may raise it for resolution under clause 7.

Reports and advice will be delivered to the reporting recipients stated in Schedule 1 or otherwise nominated by the Client.

Meeting times and response expectations will be arranged reasonably. Unless Schedule 1 or a Statement of Work states otherwise, the retainer does not include continuous availability, after-hours response, incident response or a guaranteed response time.

The parties will maintain a practical cadence for setting priorities and reviewing progress, including a quarterly review. Each party will nominate a representative authorised to give and receive instructions, approvals and notices for day-to-day matters, as recorded in Schedule 1.

All business, operational, legal, financial and implementation decisions remain the Client's responsibility. The Client may accept, modify, defer or reject any recommendation.

Before significant changes are implemented, the Client is responsible for ensuring appropriate technical review, testing, change control, backups, rollback plans, stakeholder consultation, legal or regulatory review, training and approval.

Neither party is responsible for risk, cost or consequences to the extent caused by the other party's decision, delay or change. In particular, the Provider is not responsible to the extent loss results from the Client not implementing, delaying or materially changing a recommendation, and the Client is not responsible to the extent loss results from the Provider's failure to provide the Services in accordance with this Agreement.

Client. The Client will:

• (a) provide timely, accurate and complete information, access, decisions, personnel and cooperation reasonably required for the Services;
• (b) maintain appropriate backups, business continuity arrangements, licences, security controls and insurance for its operations, systems and data;
• (c) ensure it has authority to provide Client Data and access, and identify information requiring special handling; and
• (d) review Deliverables within a reasonable time and identify errors, missing facts or changed assumptions.

Provider. The Provider will:

• (a) perform the Services in accordance with this Agreement using suitably qualified and experienced personnel, including any key person named in Schedule 1, who will not be replaced without first consulting the Client;
• (b) comply with the Client's reasonable site, health and safety, IT acceptable-use and security policies notified in writing in advance;
• (c) tell the Client promptly about any material risk, issue, dependency or delay it becomes aware of that is likely to affect the Services or the Client Group; and
• (d) keep reasonable records of Deliverables, decisions and approved Additional Charges and make them available to the Client on request.

Reliance. Each party may rely on information and representations supplied by the other party and its advisers unless their inaccuracy is obvious or the relying party has reason to doubt them.

The Client will pay the Fees stated in Schedule 1, plus GST, together with any Additional Charges approved under clause 10.

Any monthly retainer is billed by calendar month in arrears. The Provider will issue the invoice for each service month on the last Business Day of that month. A part month at the start or end of the engagement is charged pro rata. Other Fees are invoiced as Schedule 1 or the applicable Statement of Work states.

Unless Schedule 1 states otherwise, each invoice (for the retainer, other Fees or Additional Charges) is due on the 20th day of the month after the invoice date. If that day is not a Business Day, payment is due on the next Business Day.

The Client must notify a genuine invoice dispute within ten (10) Business Days of receipt, explaining the disputed amount and grounds, and must pay the undisputed amount on time. The parties will work promptly and in good faith to resolve the dispute, and any amount found to be payable or refundable will be settled within ten (10) Business Days of resolution.

If an undisputed amount remains unpaid ten (10) Business Days after a written reminder, the Provider may suspend the Services on a further five (5) Business Days' written notice. Suspension does not waive the debt, the Provider is not liable for delay caused by a lawful suspension, and the Provider will resume the Services promptly once the overdue amount is paid.

The Fees are fixed for the first twelve (12) months from the Commencement Date. After that, either party may propose a change to the Fees at any anniversary of the Commencement Date. A change takes effect only if agreed in writing.

The Fees cover only the Services described in Schedule 2. The following are not included in the Fees and are charged in addition, on the basis set out in Schedule 3 or the applicable Statement of Work (Additional Charges):

• AI usage and consumption incurred for the Client Group, including model, token, API, agent, automation, generated-media and associated compute and subscription costs;
• privacy work, including privacy impact assessments, privacy programme and policy development, privacy-officer support and privacy-incident support;
• intellectual property work, including IP audits, ownership and licensing reviews, and the preparation of material for registration, licensing or commercialisation;
• build and implementation costs, including Implementation Services, prototyping, development, configuration, integration, deployment, hardware and installation;
• software, licences, SaaS, subscriptions, hosting, cloud, data and monitoring services;
• third-party specialists, contractors and professional advisers engaged for the Client Group;
• travel outside the ordinary travel area in Schedule 1, accommodation and other disbursements; and
• any other work outside Schedule 2 requested by the Client.

The Provider will not incur an Additional Charge without the Client's prior written approval (email is sufficient). Before seeking approval, the Provider will give a written quote or estimate. Recurring or consumption-based charges, such as AI usage, may be approved as a monthly budget, and the Provider will not exceed an approved budget without further approval. No unapproved Additional Charge is payable.

Pass-Through Costs are charged at cost with no margin, unless Schedule 3 discloses a handling margin, and are supported by reasonable evidence on request. The Provider's time for additional work is charged at the rates in Schedule 3 or as quoted.

Additional Charges are invoiced monthly in arrears and itemised by category, including AI usage, so the Client can reconcile them against approved budgets. Approved budgets are reviewed at each quarterly review.

The Client may reduce or cancel an approved budget or item of additional work at any time by written notice. The Client remains liable only for work performed and costs incurred, or non-cancellable commitments made with its approval, before the notice is received. The Provider will take reasonable steps to cancel or transfer those commitments to minimise cost.

The Client may instead procure any software, AI service, licence or third-party service directly in its own name, in which case the Provider's Additional Charges are limited to any agreed time for configuration or support.

The Provider may recommend its own or a related party's products or services only with transparent prior disclosure of that interest. Procurement remains optional and at the Client's discretion.

The Provider may recommend or introduce specialist contractors, vendors or providers. The Client decides whether to engage them and, unless otherwise agreed, contracts with and pays them directly.

If the Provider engages a subcontractor to help provide the Services, the Provider must first notify the Client, remains responsible for that subcontractor's performance, and must ensure confidentiality and data-protection obligations materially consistent with this Agreement.

If the Client asks the Provider to engage or manage an implementation contractor on the Client's behalf, the parties must first agree authority, budget, responsibilities and fees in writing. The Provider is not liable for an independent third party's acts or omissions except to the extent the loss is caused by the Provider's negligent selection, instruction or oversight within the agreed scope.

The Provider may use AI Systems, automation and software tools to support research, analysis, drafting and reporting. AI-assisted output remains subject to professional judgement and review proportionate to its significance, and the Provider remains responsible for Deliverables it provides whether or not an AI System was used to prepare them.

AI usage and consumption incurred for the Client Group is an Additional Charge under clause 10 and requires approval under clause 10.2.

The Provider will not input Sensitive Client Information into a third-party AI System without the Client's prior written consent, unless the system has been expressly approved by the Client as part of an agreed secure operating environment. "Sensitive Client Information" includes personal information, credentials, security configurations, privileged material, non-public financial information, customer data and trade secrets.

Where reasonably practicable, Client Data used with AI Systems will be minimised, anonymised, pseudonymised or redacted. The Provider will select commercially appropriate tools and use available privacy, retention and model-training controls so that Client Data is not used to train third-party models.

The Client may, by written notice, restrict or prohibit the use of AI Systems for particular Client Data or work, and the Provider will comply. If a restriction materially increases the effort required, the parties will agree any resulting change under clause 10.

Each party acknowledges that AI output can contain errors, omissions or fabricated content and should not be the sole basis for a material legal, financial, safety, security or operational decision. Neither party warrants that a third-party AI System is uninterrupted, error-free or immune from security incidents.

Each party receiving Confidential Information must keep it confidential, use it only for this engagement, protect it with at least reasonable care, and disclose it only to personnel, professional advisers and approved subcontractors who need to know and are bound by confidentiality obligations.

A recipient must not disclose Confidential Information to any other person without the discloser's prior written consent, except to the extent required by law. Where legally permitted, the recipient will give prompt notice and disclose only what is required.

Confidential Information excludes information the recipient can show: (a) is lawfully public through no breach; (b) was already lawfully known without restriction; (c) was independently developed without use of the discloser's information; or (d) was lawfully received from a third party without a duty of confidence.

On request or termination, each party will return or securely delete the other's Confidential Information, except for copies required by law, insurance or bona fide backup systems, which remain protected and may not be actively used.

Neither party may make a public announcement, use the other's name or logo, or disclose the existence or nature of the engagement for marketing or case-study purposes without prior written consent.

This clause survives termination. It applies perpetually to information about any actual or proposed acquisition, merger or other transaction, trade secrets, credentials, security information, personal information and other sensitive material, and to other Confidential Information for so long as it remains confidential or applicable law requires protection, in each case subject to clause 13.3.

Each party will comply with the Privacy Act 2020 and other privacy laws applicable to its role. The Client determines the purposes for which personal information is processed; the Provider will process it only as reasonably necessary to provide the Services or as lawfully instructed.

Each party will maintain reasonable administrative, technical and physical safeguards proportionate to the information of the other party it holds, including access controls, device security and secure transfer practices.

Each party will notify the other without undue delay after becoming aware of unauthorised access to, loss of, or disclosure of the other party's information in its control that is reasonably likely to cause harm, provide available relevant information, and cooperate reasonably with assessment, response and any required notification.

The Provider may use reputable service providers and cross-border cloud services where reasonably necessary, subject to appropriate confidentiality and privacy safeguards, and will identify the material providers holding Client Data on request.

Privacy advisory, assessment and incident-support work beyond these obligations is an Additional Charge under clause 10.

Each party retains ownership of Intellectual Property Rights it owned or developed independently of this engagement. The Client owns Client Data, its brands, its business-specific content and its pre-existing materials.

The Provider owns its pre-existing and reusable materials, tools, methodologies, frameworks, templates, assessment models, scoring logic, prompts, AI workflows, automations, software, know-how and generic improvements to them (Provider Materials), provided they do not contain or disclose the Client's Confidential Information.

On payment of the applicable Fees and Additional Charges, the Client owns the Intellectual Property Rights in Deliverables created specifically for the Client Group (Bespoke Deliverables), excluding Provider Materials and third-party materials embodied in them. The Provider assigns those rights to the Client with effect from payment and will sign reasonable documents needed to record that ownership.

To the extent Provider Materials are embedded in or reasonably necessary to use a Bespoke Deliverable, the Provider grants the Client Group a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy and adapt them for its own internal business purposes, including after termination.

The licence in clause 15.4 does not permit the Client Group to resell, sublicense, commercialise or publish Provider Materials, except to provide them to its professional advisers and service providers for the Client Group's internal purposes under confidentiality obligations.

The Provider will not provide a Bespoke Deliverable, or any material containing the Client's Confidential Information, to any other person. Each party may use general skills and knowledge retained unaided in the memory of its personnel, provided this does not disclose Confidential Information or reproduce material owned by the other party.

Work to create, assess, register, license or commercialise Intellectual Property Rights beyond the Bespoke Deliverables included in the Services is an Additional Charge under clause 10.

Each party warrants that it has authority to enter into and perform this Agreement.

The Provider warrants that it will provide the Services with reasonable skill, care and diligence and will disclose any actual or potential conflict of interest that could materially affect its independence.

Any commission, referral fee, ownership interest or other material financial benefit the Provider would receive in connection with a recommendation will be disclosed before the Client commits to purchase.

Except for the express warranties in this Agreement and to the maximum extent permitted by law, all other conditions, guarantees and warranties are excluded. Nothing excludes a right or remedy that cannot lawfully be excluded or limited.

The parties are in trade and the Services are acquired and supplied in trade. To the extent permitted by law, the parties agree that the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply, and that this is fair and reasonable.

Advice is based on the information, priorities, constraints and technology available at the time. The Provider does not guarantee a particular score, commercial outcome, saving, compliance status, system availability, cybersecurity outcome or elimination of risk.

Cybersecurity is an ongoing risk-management process. Recommendations can reduce but cannot eliminate vulnerabilities, incidents, unauthorised access, fraud, data loss or business interruption.

A recommendation may require validation by implementation specialists and legal, financial, privacy, employment, health and safety or other professional advisers before adoption.

Neither party is liable to the other for indirect, consequential or special loss, or for loss of profit, revenue, opportunity, anticipated saving, goodwill or data, except that this exclusion does not limit amounts payable to a third party under an indemnity in clause 19, payment obligations, or liability that cannot lawfully be excluded.

Subject to clauses 18.3 and 18.4, each party's total aggregate liability arising from or in connection with this Agreement, whether in contract, tort (including negligence), equity, indemnity or otherwise, is limited to the greater of: (a) the Fees paid or payable in the twelve (12) months immediately before the event giving rise to the claim (or, if fewer than twelve months have passed, the Fees reasonably expected to be payable in the first twelve months); and (b) the minimum stated in Schedule 1.

The cap in clause 18.2 does not apply to either party's fraud or wilful misconduct, liability for death or personal injury caused by negligence, infringement or misuse of the other party's Intellectual Property Rights, or the Client's obligation to pay Fees and approved Additional Charges properly due.

For either party's breach of confidentiality, privacy or data-security obligations, that party's aggregate liability is limited to two times the cap in clause 18.2, except for fraud or wilful misconduct.

Each party must take reasonable steps to mitigate its loss. A party's liability is reduced to the extent the loss is caused or contributed to by the other party's act or omission, failure to follow agreed controls, inaccurate information or breach of this Agreement.

The Client indemnifies the Provider against third-party claims, and resulting direct losses, to the extent arising from: (a) Client Data or materials supplied by the Client Group infringing a third party's rights; (b) the Client's material breach of its confidentiality or privacy obligations; or (c) the Client's fraud, wilful misconduct or gross negligence.

The Provider indemnifies the Client against third-party claims, and resulting direct losses, to the extent arising from: (a) a claim that a Bespoke Deliverable or Provider Materials supplied by the Provider infringe a third party's Intellectual Property Rights, excluding claims caused by Client materials, instructions, modifications or combinations not supplied by the Provider; (b) the Provider's material breach of its confidentiality or privacy obligations; or (c) the Provider's fraud, wilful misconduct or gross negligence.

An indemnified party must promptly notify the indemnifying party, permit it to control the defence and settlement (without admitting liability or imposing non-monetary obligations on the indemnified party without consent), and provide reasonable cooperation at the indemnifying party's cost. Failure to notify reduces the indemnity only to the extent of actual prejudice.

These indemnities are subject to clause 18.

The Provider will maintain professional indemnity and public liability insurance at not less than the levels stated in Schedule 1 and provide reasonable evidence of cover on request. The Client will maintain insurance appropriate to its business, systems, data and implementation risks.

Initial Period. During the Initial Period, either party may terminate this Agreement for convenience by giving at least three (3) months' written notice.

After the Initial Period. After the Initial Period, either party may terminate this Agreement for convenience by giving at least one (1) month's written notice.

The applicable notice period is determined by the date the notice is given. The parties may agree a shorter notice period in writing. The parties acknowledge that the longer notice period during the Initial Period reflects the front-loaded discovery, audit, assessment, planning and establishment work required at the start of the engagement, and that it applies equally to both parties.

During a notice period the Fees remain payable and the Provider will continue to provide the Services, with priorities adjusted by agreement to support an orderly transition.

For cause. Either party may terminate this Agreement immediately by written notice if the other party: (a) commits a material breach that cannot be remedied; (b) fails to remedy a remediable material breach within ten (10) Business Days after written notice; (c) becomes insolvent, enters liquidation, receivership or voluntary administration, or ceases business; or (d) engages in unlawful conduct that materially affects the engagement. Persistent failure by the Provider to provide the Services, and failure by the Client to pay undisputed amounts within twenty (20) Business Days of a written reminder, are each material breaches.

Suspension. A party may suspend only the affected Services where continuing them would require unlawful conduct or create a serious and immediate security or safety risk. Where reasonably possible, it must first notify the other party, explain the basis and allow a reasonable opportunity to address the issue. Neither party has a right to terminate or suspend based solely on reputational risk.

Consequences. On termination: (a) accrued rights and obligations continue; (b) the Client will pay the Fees up to the termination date and approved Additional Charges incurred, or non-cancellable commitments made with its approval, before termination; (c) Fees for a part month are charged pro rata to the termination date; (d) the Provider will deliver completed and paid-for Deliverables, and work in progress once paid for under clause 21.9, transfer to the Client any accounts, subscriptions, credentials and Client Data held for the Client Group, and reasonably cooperate in an orderly handover; and (e) each party will return or delete information under clause 13.4.

Clauses intended by their nature to survive, including confidentiality, privacy, intellectual property, payment, liability, indemnities, dispute resolution and governing law, survive termination.

Front-loaded work and early ending. The Provider often does a large share of the work for an engagement early, including discovery, audit, design, build, configuration, set-up and AI-assisted development, and recovers it through Fees spread over the engagement. If this Agreement, a Statement of Work or an engagement ends before the Fees for that work have been paid, for any reason other than the Client terminating for the Provider's breach under clause 21.5, or if the Client cancels work it asked the Provider to start before an agreement was signed, the Client will pay, in addition to the amounts in clause 21.7(b) and (c) and without double counting:

• (a) the value of all work performed up to the end date, including labour time and the time the Provider's AI systems and Build System were run for the Client, at the rates in Schedule 3 (or, where none are stated, the Provider's standard rates at the time), less the Fees already paid for that work;
• (b) AI model usage, cloud, compute, licence and other third-party costs incurred for the engagement up to the end date, and any that cannot be cancelled after it, as Pass-Through Costs under Schedule 3;
• (c) any amount that Schedule 1 or the Statement of Work records as front-loaded work to be recovered over the engagement, to the extent not yet paid; and
• (d) the Fees for any part of a notice period under clause 21.1 or 21.2 that the Client does not give, less any costs the Provider saves because it no longer has to provide the Services.

During the term and for six (6) months after it ends, neither party will knowingly solicit for employment or direct engagement a person materially involved in the Services who is employed or contracted by the other party, without written consent. This does not prohibit general recruitment advertising not targeted at that person or approaches initiated independently by that person.

If this restraint is unenforceable at its stated scope or duration, it applies to the maximum enforceable extent. This clause does not prevent either party from working with independent vendors introduced during the engagement.

A party claiming a dispute must give written notice describing it. Senior representatives will meet (in person or remotely) within five (5) Business Days and attempt in good faith to resolve it.

If the dispute is unresolved within ten (10) Business Days after that meeting, either party may refer it to mediation in Auckland by a mediator agreed by the parties or, failing agreement within five (5) Business Days, appointed by the chair of the Resolution Institute or AMINZ. The parties will share the mediator's fees equally and bear their own costs.

Nothing prevents a party seeking urgent interim relief, protecting Confidential Information or Intellectual Property Rights, recovering an undisputed debt, or commencing proceedings before a limitation period expires.

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, civil disturbance, government action, widespread telecommunications or cloud outage, or utility failure, provided it promptly notifies the other and takes reasonable steps to mitigate.

Payment obligations for Services already supplied are not excused. If the event continues for more than thirty (30) days and materially prevents performance, either party may terminate the affected Services on written notice without liability for future Fees.

Notices. A notice must be in writing and sent to the notice contact in Schedule 1 by email, personal delivery or courier. Email is received when sent, unless the sender receives a failure notice; an email sent after 5:00 pm or on a non-Business Day is deemed received at 9:00 am on the next Business Day.

Assignment. Neither party may assign or transfer this Agreement without the other's prior written consent, not to be unreasonably withheld, except to a successor in a bona fide sale or reorganisation of substantially all of that party's relevant business, on written notice and provided the successor assumes the obligations.

Subcontracting. Subcontracting does not relieve a party of responsibility for its obligations under this Agreement.

Relationship. The Provider is an independent contractor. Nothing creates employment, partnership, joint venture, fiduciary relationship or agency.

Variation. A variation is effective only if in writing and agreed by authorised representatives of both parties. Operational priority changes within the existing scope do not require a formal variation.

Schedules and Statements of Work. The parties may add, complete or replace Schedules, or agree Statements of Work, at any time. Each is effective once agreed in writing by authorised representatives of both parties, forms part of this Agreement, and must identify any provision of the general terms it varies. A later Schedule of the same type replaces the earlier one from its stated effective date.

Waiver. A waiver must be in writing and applies only to the specific occasion. Delay or failure to enforce a right is not a waiver.

Severability. If a provision is illegal or unenforceable, it is modified to the minimum extent necessary or severed, without affecting the remainder.

Entire agreement. This Agreement, its Schedules and any Statements of Work record the entire agreement about their subject matter and replace prior discussions and proposals, subject to rights and remedies that cannot lawfully be excluded.

Counterparts and electronic signatures. This Agreement may be signed in counterparts and by electronic signature. Together the signed counterparts form one instrument.

Governing law. This Agreement is governed by New Zealand law. Subject to clause 23, the courts of New Zealand have non-exclusive jurisdiction.

Leadership programmes and workshops. Designing and facilitating leadership development programmes and workshops for the Client's people, in person or online.

Coaching. One-to-one and group coaching for leaders nominated by the Client.

Online learning. Access for the Client's nominated learners to Polish online courses, including progress tracking and certificates of completion, and an organisation view for the Client's representative.

Programmes are agreed in a programme outline or Statement of Work that records the participants, sessions, dates, delivery mode and price.

Coaching conversations are confidential between the coach and the participant. Unless the participant agrees, the Client receives attendance and agreed programme-level themes only, not the content of individual conversations.

Course materials, programme designs and tools are Provider Materials (clause 15.2). Participants may keep their own notes and workbooks for personal use.

Margin. Pass-Through Costs carry no margin unless a handling margin is disclosed in your quote or Schedule 1.

Rate review. Provider rates are fixed for the first twelve (12) months from the Commencement Date and may then be reviewed with the Fees.

Statement. Additional Charges are invoiced monthly in arrears with an itemised statement by category.