Terms of Supply of Services

These Terms of Supply of Services ("Terms") set out the basis on which we will provide our Services (as defined below).

The Services will be provided by Innovax Hub, a company incorporated and registered in New Zealand with its registered office at Plimmer Towers, Wellington ("Us", "We" or "Supplier").

Please read these Terms carefully. These Terms, together with the Privacy Policy and the Proposal, form the Contract (defined below) between you and us regarding the Services.

Definitions

In these Terms, the following definitions apply unless the context requires otherwise:

Applicable Laws:  All applicable laws, statutes, regulations, and rules in force in New Zealand from time to time.

Business Day: A day (other than Saturday, Sunday, or public holiday) on which banks are open for business in New Zealand.

Charges:  The fees payable for the Services as set out in the Proposal.

Confidential Information: Any information (written, oral, or otherwise) that is marked or described as confidential or could reasonably be considered confidential.

Contract:  The agreement between you and us comprising the Proposal, Privacy Policy, and these Terms.

You / Your: The person, business, or company detailed in the Contract, including employees and agents. If an individual enters into the Contract on behalf of a business, they warrant they have the authority to bind the business to the Contract.

Effective Date: The date the Contract is signed by us.

Force Majeure Event: Any event beyond our reasonable control, including but not limited to internet failures, cyberattacks, power outages, labour disputes, natural disasters, pandemics, government actions, or war.

Intellectual Property Rights:  All intellectual property rights, including copyrights, patents, trademarks, trade secrets, and designs (registered or unregistered).

Personal Data:  As defined in the New Zealand Privacy Act 2020.

Privacy Policy: The privacy policy available on our website or otherwise provided to you.

Proposal:  The statement of work, quotation, or document outlining the Services to be provided by us.

Services:  The services described in the Proposal.

Terms:  These terms as amended, updated, or replaced from time to time.

Third Party Contractors: Third parties engaged by us to perform part or all of the Services.

GST: Goods and Services Tax under the Goods and Services Tax Act 1985 (NZ).

1. Basis of Contract

1.1 The Contract becomes effective on the Effective Date.
1.2 The Contract constitutes the full agreement between you and us and supersedes all previous agreements, understandings, or representations.

2. Third Party Contractors

2.1 We may engage Third Party Contractors without prior notice unless you advise us otherwise in writing prior to signing the Proposal.

3. Delay

3.1 If there is any delay to the Services, we will notify you in writing with a revised timeline.

4. Intellectual Property Rights

4.1 We retain ownership of all Intellectual Property Rights created or arising from the Services until all invoices are paid in full.

5. Limitation of Liability and Indemnity

5.1 Nothing in the Contract limits or excludes liability for:

5.1.1 Death or personal injury caused by negligence;

5.1.2 Fraud or fraudulent misrepresentation.

5.2 Subject to clause 5.1, neither party shall be liable for any:

5.2.1 Loss of profits;

5.2.2 Loss of sales or business;

5.2.3 Loss of contracts;

5.2.4 Loss of savings;

5.2.5 Data corruption or loss;

5.2.6 Damage to goodwill;

5.2.7 Indirect or consequential loss.

5.3 Our total liability is limited to the Charges actually paid by you for the Services.

6. Confidential Information

6.1 Each party agrees to:

6.1.1 Keep Confidential Information private;

6.1.2 Not disclose Confidential Information without consent (other than to approved Third Party Contractors);

6.1.3 Use Confidential Information only for the purposes of the Contract.

7. Termination

7.1 We may terminate the Contract immediately if you:

7.1.1 Fail to pay Charges by the due date;

7.1.2 Breach your obligations materially;

7.1.3 Become insolvent or enter into receivership, liquidation, voluntary administration, or similar.

7.2 Upon termination, we will invoice you for Services rendered to the date of termination, payable within seven (7) days.

8. Late Payments

8.1 If payment is late, we may have to:

8.1.1 Suspend or cancel part or all of the Services;

8.1.2 Charge interest at 4% per annum above the Reserve Bank of New Zealand's base rate on overdue amounts;

8.1.3 Recover reasonable costs associated with recovering the debt.

9. Force Majeure

9.1 We are not liable for any delay or failure in performing our obligations due to a Force Majeure Event.

10. Conflict

10.1 In the event of any inconsistency between these Terms, the Privacy Policy, and the Proposal, these Terms shall prevail.

11. Notices

11.1 Notices must be in writing and delivered by:

11.1.1 Hand, courier, or registered post to the registered address; or

11.1.2 Email to enquiries@innovaxhub.net.

11.2 Notices are deemed received:

11.2.1 On delivery, if delivered by hand;

11.2.2 Two Business Days after posting;

11.2.3 The next Business Day after email transmission.

11.3 This clause does not apply to service of legal proceedings.

12. Severance

12.1 If any provision is found invalid, illegal, or unenforceable, it will be modified or deleted to the extent necessary without affecting the validity of the remainder.

13. Rights of Third Parties

13.1 No third party may enforce any terms of the Contract under the Contract and Commercial Law Act 2017 (NZ).

14. Variation

14.1 Any variation to the Contract must be in writing and signed by both parties.

15. GST

15.1 Unless stated otherwise, all amounts are exclusive of GST, which will be added at the prevailing rate.

16. Governing Law and Jurisdiction

16.1 This Contract is governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts.

17. Complaints

17.1 If you wish to raise a concern or complaint about the Services, please contact  Innovax Hub at  enquiries@innovaxhub.net.