TERMS of SERVICE
A. These are the Master Terms, which in conjunction with the Schedule, form the Agreement recording the Services which Agentic AI Limited ("Agentic AI") has agreed to provide for the Client.
AGREEMENT:
1. INTERPRETATION
1.1 Definitions: In this Agreement, the following terms have the meaning given to them below:
(a) "Agentic AI Interface" means any software owned or developed by Agentic AI for the purposes of connecting any Agentic AI Software to any other System, or allowing access to any authorised user to any part of the Agentic AI Software;
(b) "Agentic AI Software" means any software owned or developed by Agentic AI, including any used by it in providing the Services;
(c) "Agreement" means this Agreement including any Schedules;
(d) "AI Agent" means a system or program that is capable of autonomously performing specified tasks for and on behalf of a specified user or system;
(e) "AI Technology" means any software or algorithm intended to undertake any process normally undertaken by humans and includes for example AWS Bedrock, OpenAI or Azure AI Foundry, and any application programming interfaces developed for their use;
(f) "Analytical Data" means any data generated or returned from Client Data as a result of the Services;
(g) "Bill Rate" means, in respect of any rate of interest to be paid pursuant to this Agreement, the mid or "FRA" rate for 90 day bank accepted bills (expressed as a percentage) as quoted on the Reuters Monitor Screen page BKBM (or its successor page) at or about 10:45 am on the first working day of the period in respect of which such rate of interest is to be calculated;
(h) "Client" means the person described as such, and having the details recorded, in the Schedule;
(i) "Client Data" means all data, content, and information (including Personal Information) owned, held, used or created by or on behalf of the Client contained in a dataset for use with the Services;
(j) "Client Interface" means any Interface belonging to the Client enabling the connection of any System belonging to or under the control of the Client to any other system;
(k) "GST" means goods and services tax levied in accordance with the Goods and Services Tax Act 1985;
(l) "Guardrails" means any guardrails specified in the Schedule designed to prevent the misuse of any AI Technology contained in any Services;
(m) "Improvements" means any improvement, enhancement, modification, derivative work or upgrade to any of the Services, including the Agentic AI Interfaces and/or the Agentic AI Software made, conceived, or otherwise developed in the course of the Services being provided;
(n) "Intellectual Property" means copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, know-how, and all other rights resulting from intellectual activity;
(o) "Knowhow" means all know-how, trade secrets, inventions, processes, techniques, procedures, compositions, devices, methods, formulas, protocols and information relating to any Services performed under this Agreement;
(p) "Personal Information" has the meaning given to that term in the Privacy Act 2020;
(q) "Privacy Law" means any legislation governing privacy applicable in the jurisdiction or jurisdictions in which any of the Services are provided, and includes, in New Zealand, the Privacy Act 2020;
(r) "Schedule" means the schedule annexed to and forming part of this Agreement;
(s) "Services" means the software as a service services set out in the Schedule; and
(t) "System" means a particular collection of interoperable software, hardware, systems and networks owned, controlled, or used by a particular person and serving a particular purpose.
1.2 Interpretation: In the construction of this Agreement, unless the context requires otherwise:
(a) References to recitals, clauses, annexures and schedules are to recitals, clauses, annexures and schedules of this Agreement.
(b) References to any legislation, statute, regulations or other statutory instrument or by law shall be deemed to be references to a statute, regulations, instrument or by law of New Zealand as from time to time amended and includes substitute provisions (whether in an amendment of existing legislation or in new legislation) that substantially correspond to those referred to.
(c) A reference to a person or persons includes a reference to a body corporate, to a governmental agency and to an unincorporated body of persons including a trust.
(d) Reference to any party includes the successors and any permitted assigns of that Party and refers to them collectively.
(e) Expressions referring to writing shall be construed as including reference to words printed, typewritten, transmitted by facsimile recorded electronically, or otherwise traced, copied or reproduced.
(f) Where any Party comprises more than one person then the liability of such persons shall be joint and several.
(g) A reference to a "working day" means any day other than a Saturday, Sunday, or public holiday in New Zealand as defined in the Holidays Act 2003.
2. AGREEMENT
2.1 General: Agentic AI agrees to perform the Services as set out in the Schedule.
2.2 Priority: This Master Terms set out the default contractual terms between Agentic AI and the Client, but where the same subject matter is addressed in the Schedule, or there is any inconsistency between the provisions of these Master Terms and the Schedule, the provisions of the latter shall prevail.
2.3 Non-exclusive: Agentic AI's provision of the Services to the Client is non-exclusive, and nothing in this Agreement prevents Agentic AI from providing the Services to any other person.
2.4 Term: This Agreement remains in force until such time as it is validly terminated under clause 15, or the term set out in the Schedule has come to an end.
3. AGENTIC AI INTELLECTUAL PROPERTY
3.1 Ownership: The parties acknowledge that all Intellectual Property in the Agentic AI Software and in any Agentic AI Interfaces is owned by Agentic AI or will be vested in Agentic AI upon creation.
3.2 Licence: Where Agentic AI is making available to the client the use of any Agentic AI Software in the course of providing the Services, the Client is licensed to use that Agentic AI Software solely in accordance with and subject to the provisions of this Agreement.
3.3 Improvements: For the avoidance of doubt, any Improvements to the Agentic AI Software or the Agentic AI Interfaces that arise as a consequence of performing any Services vest in Agentic AI.
3.4 No Challenge: The Client will not assert or claim any right or interest in the Agentic AI Software, including that derived from Improvements as set out at clause 3.3, and will not challenge Agentic AI's title thereto.
3.5 No Reverse Engineering: The Client shall not, and shall ensure that its employees, contractors, and agents do not, decompile, reverse engineer, disassemble, nor attempt to derive the source code of, decrypt, modify, or create derivative works of the Agentic AI Software.
3.6 Essential Provisions: The provisions contained at clauses 3.3 to 3.5 are essential to Agentic AI.
4. CLIENT INTELLECTUAL PROPERTY
4.1 Ownership: The parties acknowledge that all Intellectual Property in any Client Interface remains with the Client.
4.2 Improvements and Knowhow: Any Improvements made to any Client Interface as a consequence of performing any Services shall vest in the Client, but Agentic AI is entitled to the full use of any Knowhow developed or created by it in the course of making those Improvements.
5. SERVICES AND THIRD PARTY COMPONENTS
5.1 Availability: Subject to clause 5.2, Agentic AI will use reasonable commercial endeavours to ensure that any Services are available during normal business hours in New Zealand.
5.2 Maintenance: However, it is possible that on occasion Services may be unavailable to permit scheduled or unscheduled maintenance, and in the case of scheduled maintenance, Agentic AI will notify the Client by email the details of that unavailability as soon as practically possible.
5.3 Third Party Services: The Services may be provided, or interoperate, with a range of third party service features and in that case:
(a) Agentic AI makes no warranty or representation on the availability of those features;
(b) Where the third party service is reasonably necessary for the performance of the Services, and for any reason it is not possible for Agentic AI to supply that feature on reasonable terms then:
(i) Agentic AI must where practicable substitute that third party service with one or more alternatives that when aggregated has at least the same functionality as the ceased third party service;
(ii) The Client is not entitled to any refund, discount or other compensation where that third party service comprises an immaterial part of the Services; and
(iii) Either party is entitled to terminate this Agreement by giving the other party 20 working days' written notice where that third party service feature comprises a material part of the Services.
6. DATA
6.1 Ownership: Subject to the other provisions of this clause, ownership of any Client Data and any Analytical Data (excluding Derived Data) belongs to, or vests upon creation, in the Client.
6.2 Licence: The Client agrees, for the duration of this Agreement, to grant a limited licence to Agentic AI allowing it to:
(a) Use Client Data and Analytical Data for the purpose of performing the Services; and
(b) Use Analytical Data (in anonymised and aggregated form where it contains Personal Information) for the purposes of any Improvements to those Services.
6.3 Derived Data: In the course of performing the Services, Agentic AI may collect and retain anonymised and aggregated statistical, algorithmic and analytical data that cannot reasonably be used to identify the Client or any individual (but at all times excluding identifiable Client Data, identifiable Analytical Data and Personal Information) ("Derived Data"); and
(a) Title to Derived Data vests in Agentic AI;
(b) Agentic AI may:
(i) Use Derived Data for its internal research and product development purposes and to conduct statistical analysis and identify trends and insights in relation to the use of the Services; and
(ii) Supply Derived Data to third parties.
6.4 Backups of Data: The Client acknowledges that it is the Client's responsibility to keep a separate back-up copy of all Client Data and Analytical Data, and has no claim against Agentic AI should any of that data be lost or destroyed.
6.5 Storage of Data: The parties agree that any storage, processing and backup activities provided by Agentic AI as part of performing any Services shall occur in secure servers in Australia and New Zealand unless a provision in the Schedule provides otherwise, and Agentic AI will take reasonable steps to comply with applicable Privacy Law requirements for data storage and transfers.
6.6 Use of Personal Information: Where any Client Data contains or is composed of any Personal Information, the Client mustobtain all necessary consents and authorisations from the relevant individual, or have another lawful basis under Privacy Law, before including it in any Client Data required by Agentic AI to perform any of its obligations under this Agreement.
6.7 Client Data Indemnity: The Client indemnifies and holds harmless Agentic AI, its officers, employees, and agents against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by Agentic AI's solicitors on a solicitor-client basis and any regulatory fines or penalties) and loss of any kind arising from any actual or alleged claim by a third party or regulatory authority that any Client Data, or the use of it by Agentic AI for the purposes of complying with its obligations under this Agreement, infringes the rights of that third party or breaches any applicable law (including for the avoidance of doubt any privacy rights where the Client has not complied with clause 6.6 or any breach of the Privacy Act 2020).
7. PAYMENT AND SECURITY
7.1 Invoicing: Unless other specified in the Schedule, Agentic AI may invoice the Client monthly in arrears for all Services provided in the month to which the invoice relates.
7.2 Payment: The Client shall make any payment due to Agentic AI on or before the 20th day of the month following the date of any invoice validly issued by Agentic AI in accordance with the terms of this Agreement.
7.3 GST: Any prices recorded in the Schedule are stated exclusive of any GST which may be payable, unless otherwise expressly stated.
7.4 No Deductions: The Client shall make any payment due to Agentic AI free of any withholding, deduction, or offset whatsoever, except as required by law.
7.5 Late Payments: Where any payment remains outstanding 5 working days after its due date for payment ("Grace Payment Date") then without prejudice to any other right or remedy Agentic AI may have:
(a) Agentic AI shall be entitled to charge interest on the amount of that payment at the Bill Rate plus 5% per annum from the Grace Payment Date until such time as the payment, including interest has been repaid in full; and
(b) Suspend performance of any Services until that payment, including any interest, has been repaid in full.
7.6 Price Increases: Unless stipulated otherwise in the Schedule, Agentic AI shall be able, upon giving the Client 20 working days' notice in writing, increase the fees charged for any Services by an amount equivalent to any increase in the CPI since either the commencement date of those Services or the last such increase as the case may be, provided there is no more than one such increase in any 12 month period.
7.7 Interpretation: In this clause, "CPI" means the New Zealand Consumer Price Index (All Groups) published by Statistics New Zealand.
8. SERVICE LEVELS AND WARRANTIES
8.1 Agentic AI warrants that the performance of the Services will be undertaken:
(a) In an efficient, effective, reliable, professional and safe manner;
(b) With the standard of skill, care, knowledge and foresight which would reasonably and ordinarily be expected from an experienced person engaged in providing services which are the same as, or similar to, the Services;
(c) Materially in accordance with any specifications set out in the Schedule; and
(d) In compliance with any Guardrails.
9. CLIENT OBLIGATIONS
9.1 General Obligations: The Client shall:
(a) Follow any manuals and directions reasonably given by Agentic AI for the Services;
(b) Use the Services for lawful purposes only, and without limiting the foregoing, shall not use them for fraudulent purposes, for the purposes of gaining access to any software or system belonging to a third-party without that third-party's consent, or to infringe upon the privacy rights of any person;
(c) Use the Services solely for the purposes reasonably contemplated by Agentic AI as at the time this Agreement was entered into, or specifically recorded in the Schedule; and
(d) Not resell any Services to any third party.
9.2 Access to Services: Where the provision of the Services involves or requires the Client to access a website or portal provided by or under the control of Agentic AI, the Client agrees that it shall:
(a) Not impersonate another person or misrepresent authorisation to act on behalf of others or the Supplier;
(b) Not attempt to undermine the security or integrity of the Service Systems, or use the Services in such a way as to negatively affect the performance or use by other persons of the Service Systems;
(c) Not introduce any software or device to the Service Systems without the prior written consent of Agentic AI;
(d) Not attempt to use or access any software or data other than that which it is entitled to access under the terms of this Agreement;
(e) Not disclose, or permit the use of, any login credentials to or by any third party.
9.3 Monitoring: The Client shall:
(a) Where required by Agentic AI, obtain at its cost a regular standardised report from a monitoring tool stipulated by Agentic AI and provide a copy of that report to Agentic AI; and
(b) Irrespective of whether a report has been required by Agentic AI under clause 9.3 (a) advise Agentic AI of any material error or inaccuracy in any Analytical Data as soon as practicable after the Client becomes aware of it.
9.4 Deeming: Any breach by a Client's employees or contractors of the obligations contained in this clause shall be deemed to be a breach of those obligations by the Client.
9.5 Essential Provisions: The provisions contained at clauses 9.1 and 9.2 are essential to Agentic AI.
9.6 Interpretation: In this clause, "Service Systems" means any System used to provide or grant access to the Services, whether supplied directly by Agentic AI or any third-party.
10. INTELLECTUAL PROPERTY INDEMNITY
10.1 Indemnity: Agentic AI indemnifies and holds harmless the Client against any liability, claim, proceeding, cost, expense (including reasonable legal fees charged by the Client’s solicitors, capped at the amounts specified in clause 11.3) and loss of any kind arising from any actual or alleged claim by a third party alleging an infringement of that party’s Intellectual Property rights ("IP Claim") caused directly by the Client's use of the Services in strict accordance with this Agreement.
10.2 Notification: Where wishing to rely on the indemnity granted by Agentic AI at clause 10.1 ("IP Indemnity"), the Client must:
(a) Immediately notify Agentic AI in writing as soon as it becomes aware of an IP Claim, or the likelihood of an IP Claim arising; and
(b) Make no admission of liability, or take any other steps that may prejudice Agentic AI's ability to defend or settle any IP Claim;
(c) Allow Agentic AI, at its cost, to have complete authority to conduct and/or settle the negotiations and litigation relating to the IP Claim and the Client shall take all reasonable steps and provide all such information as Agentic AI may reasonably request to give better effect to the foregoing provisions of this clause.
10.3 Exclusions: The Client shall not be entitled to rely on the IP Indemnity where an IP Claim has arisen from or in connection with the Client’s breach of the Agreement, or was caused by any Client Data or any third party data.
10.4 Resolution: Where an IP Claim has been made, to resolve, settle, or mitigate any IP Claim, Agentic AI may at its option:
(a) modify, re-perform or replace the Services so they are no longer subject to any IP Claim, provided that there is no material reduction in the functionality of the Services; or
(b) procure for the Client the right to continue using the Services.
10.5 Termination: Where it is not commercially reasonable to resolve the IP Claim in accordance with clause 10.4, Agentic AI may terminate this Agreement upon 20 working days' written notice and refund to the Client any fees paid by the Client for Services that have yet to be performed
11. LIMITATION OF LIABILITY
11.1 Contractual Remedies Only: The Client acknowledges that, to the maximum extent permitted by law:
(a) It has no claim against Agentic AI other than for the breach of any warranty given or specific obligation assumed by Agentic AI under the provisions of this Agreement;
(b) Agentic AI makes no warranty that any Services will:
(i) Meet the Client’s requirements or be suitable for a particular purpose;
(ii) Be secure, free of viruses or other harmful code, uninterrupted or error free;
(iii) Always be available; and
(c) Agentic AI has no liability for the contents of any third-party System, including any website, that may be accessed as part of providing any Services.
11.2 No Indirect Loss: Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law, Agentic AI shall not be liable to the Client, under the law of contract, tort, equity or otherwise, for any indirect, consequential, incidental, special, or punitive damages arising out of or in connection with this Agreement, regardless of the cause of such damages or whether Agentic AI had been advised of the possibility of such damage, including without limitation loss of profits, loss of savings, loss of revenues, loss of business opportunities, loss of goodwill, or loss of data.
11.3 Cap: Subject to clause 11.2 Agentic AI's liability to the Client for damages (under the law of contract, tort, equity or otherwise) arising out of or in connection with this Agreement will be limited in aggregate to the amount received by Agentic AI from the Client for the performance of the Services.
11.4 Statutory Warranties Excluded: Agentic AI's liability to the Client under any statutory right or any condition or warranty, including any implied by the Contract and Commercial Law Act 2017, the Fair Trading Act 1986, the Consumer Guarantees Act 1993 or similar Act is, to the maximum extent permitted by law, excluded and the Client acknowledges that the Services are, for the purposes of the Consumer Guarantees Act acquired in trade.
11.5 Fair Trading Act: Nothing in clause 11.4 allows or is intended to limit any obligation or duty imposed by the Fair Trading Act 1986 on Agentic AI prohibiting misleading and/or deceptive conduct.
11.6 AI Acknowledgement: The Client acknowledges that the Services may utilise AI Technology and:
(a) Except to the extent set out in this Agreement, Agentic AI makes no warranty that any Analytical Data is accurate, up-to-date, or complete;
(b) The decision to implement or use the Services and/or rely on any Analytical Data in the course of the Client's business is solely that of the Client, and the Client has no claim against Agentic AI should the Services be engaged without the level of human oversight that would be exercised by a reasonable person using an equivalent service to those provided by Agentic AI for substantially equivalent purposes to those of the Client.
12. PRIVACY AND CLIENT INFORMATION
12.1 Privacy Act Compliance: Both parties must comply with the obligations contained in the Privacy Act 2020.
12.2 Notifications: Agentic AI will notify the Client where it becomes aware of any Notifiable Privacy Breach as soon as practicable, but may also, for the avoidance of doubt, notify the Privacy Commissioner constituted by the Privacy Act 2020 or any affected individuals directly where Agentic AI believes it is necessary to do so for the purposes of complying with Privacy Law or not doing so would materially increase the risk of harm to affected individuals.
12.3 Privacy Policy: A copy of Agentic AI's current privacy policy is located www.agenticai.nz, and the Client acknowledges that the policy may from time to time be amended where such amendment:
(a) Is required by law; or
(b) Does not materially increase the burden of the Client under this Agreement, and the Client is given at least 20 working days' prior written notice of such amendment.
12.4 Interpretation: In this clause:
(a) "Notifiable Privacy Breach" has the meaning given to that term at section 112 of the Privacy Act 2020 ("Act"); and
(b) "Privacy Commissioner" means the commissioner of that title defined at section 13 of the Act.
13. CONFIDENTIALITY
13.1 Confidentiality: Subject to clause 13.2, a Party receiving Confidential Information ("Recipient") of the other ("Discloser") must:
(a) Hold any Confidential Information in strict confidence;
(b) Take reasonable precautions to preserve the confidentiality of any Confidential Information;
(c) Not disclose to any person, or otherwise use Confidential Information, for any purpose other than in compliance with or fulfilment of with its obligations under this Agreement;
(d) Not make copies or excerpts of the Confidential Information;
(e) Return to the Discloser or destroy all Confidential Information, including copies and digital files, if requested by the Discloser, and if requested by the Discloser provide written confirmation that all files and copies have been destroyed or returned, except to the extent that the Recipient is required by law or professional regulations to retain such information; and
(f) take all necessary action to prevent any unauthorised person obtaining access to the Confidential Information.
13.2 Exclusions: The confidentiality obligations set out in this clause shall not apply to Confidential Information which:
(a) Was rightfully in the Recipient's possession before the start of negotiations leading to this Agreement or which the Recipient received from a third party who is not under an obligation of confidentiality in relation to the information;
(b) Was already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this clause);
(c) Is developed independently without access to, or use or knowledge of, the Confidential Information; or
(d) Is required to be disclosed by law; or
(e) Is required to be disclosed by the rules of any Stock Exchange, provided that the exclusion is limited such that the minimum amount of Confidential Information required to comply with those rules only is disclosed and the Recipient gives notice to the Discloser as soon as it becomes aware of any disclosure obligation.
13.3 Equitable Rights Preserved: Each party acknowledges that damages alone would not be an adequate remedy in the event of breach by the other party of the provisions of this clause, and accordingly, either party shall be entitled to seek an injunction or other equitable remedy for any threatened or actual breach of this clause, without prejudice to any other rights and remedies which that party may have.
13.4 Termination Does Not Affect Obligations: The obligations in this clause will remain in full force and effect following the termination or expiry of this Agreement.
13.5 Employees and Advisers: For the avoidance of doubt, the Recipient may disclose Confidential Information to its employees or professional advisers for the purposes of complying with its obligations under this Agreement, provided that such employees or advisers are bound by confidentiality obligations no less stringent than those contained in this Agreement.
13.6 Sale of Enterprise: Notwithstanding any other provision of this clause, Agentic AI may disclose the existence and contents of this Agreement to any bona-fide acquirer of all or a material part of Agentic AI's business, assets, undertaking, or shares.
13.7 Interpretation: In this clause "Confidential Information" means information in any form (whether written, electronic, graphic, oral or otherwise) that is designated as 'confidential' or which by its nature, or the circumstances in which it is divulged, is clearly confidential, and includes any information concerning the Intellectual Property, technology, technical processes, business processes, procedures (including security procedures), business affairs and financial affairs of either party.
14. DISPUTES
14.1 Process: The parties agree that any dispute as to the interpretation or operation of this Agreement ("Dispute") shall in the first instance be subject to the following resolution process:
(a) A party shall not commence or maintain any action or proceeding in any court, tribunal or otherwise regarding a Dispute without first complying with the provisions of this clause;
(b) If a party considers that a Dispute has arisen, it may issue a written Dispute notice to the other party, setting out reasonable particulars of the matter in Dispute. For a period of one month after a party receives a Dispute notice, the parties shall with best endeavours and in good faith negotiate to attempt to resolve the Dispute and shall (subject to privilege) furnish to the other party all information with respect to the Dispute which is reasonably requested by the other party;
(c) If the Dispute has not been resolved within one month after receipt of the Dispute notice, or within such further period as the parties agree in writing, the parties shall attempt to settle the Dispute by mediation administered by the Resolution Institute (or, if for any reason, the Resolution Institute does not exist or is unable to act, then a mediator selected by the current President of the New Zealand Law Society, before having recourse to any other dispute resolution processes which may be available to the parties;
(d) The mediation described in clause 14.1(c) shall be conducted in accordance with Resolution Institute Standard Mediation Agreement (NZ Version) as from time to time in force;
(e) If the Dispute has not been resolved within one month, or within such further period as the parties agree in writing, after the commencement of mediation, then either party may exercise any other legal rights which may be available to it;
(f) Except where the Dispute renders it impossible to do so, the parties will continue performing their respective obligations under this Agreement while a Dispute is being resolved, until the parties respective obligations under this clause have been complied with.
14.2 Obligation to Perform: Each Party shall use its best endeavours to ensure that, where a Dispute is reasonably foreseeable, it is dealt with at a sufficiently early stage to ensure that there is a minimum effect on the ability of any party to perform its obligations under this Agreement.
14.3 No Disparagement: The parties agree that they shall not make any derogatory or disparaging remarks whatsoever at any time against the other in any form, including without limitation in terms of verbal communication or in writing, including by social media, and shall not do or omit to do anything to adversely affect the reputation of the other party.
14.4 Equitable Remedies Preserved: Nothing in this clause shall prevent any party from seeking urgent equitable relief before an appropriate court.
15. TERMINATION
15.1 Termination by Agentic AI: This Agreement may be terminated by Agentic AI by notice in writing to the Client:
(a) With immediate effect where the Client breaches any provision of this Agreement which has been recorded herein as being essential to Agentic AI;
(b) In circumstances in which termination is necessary for the purposes of meeting the requirements of a Regulator, either with immediate effect or such longer period of time as the requirements of that Regulator permit;
(c) If the Client commits a material breach of this Agreement which breach is irremediable or, if such breach is remediable, where the Client fails to remedy the breach within 20 working days of being notified to do so; or
(d) In accordance with any other termination rights provided for in this Agreement or the Schedule.
15.2 Termination Due to Insolvency: Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party suffers an Insolvency Event.
15.3 Effect of Agentic AI Termination: Where this Agreement is terminated by Agentic AI, Agentic AI shall have no obligation to provide any further Services to the Client unless an obligation to do so upon termination has been specifically included in the Schedule;
15.4 Effect Generally: Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry
15.5 Survival: The provisions of this Agreement that expressly or by implication are intended to come into, or continue in, force after termination or expiry of this Agreement shall survive termination or expiry of this Agreement.
15.6 Interpretation: In this clause 15:
(a) "Insolvency Event" means, in respect of a party, if that party:
(i) Becomes unable to pay its debts as they fall due;
(ii) Enters into liquidation (otherwise than for the purpose of a scheme of solvent amalgamation or reconstruction where the resulting entity is at least as credit worthy as the other party and assumes all the obligations of the other party under this Agreement);
(iii) Makes an arrangement with its creditors
(iv) Has a liquidator, receiver or administrator appointed over all or any of its assets; or
(v) Ceases or threatens to cease trading or is dissolved.
(b) "Regulator" means any regulator or regulatory body whose consent, approval or authority is required to enable Agentic AI to provide any of the Services.
16. FORCE MAJEURE
16.1 Application: Where a Specified Event occurs which either prevents Agentic AI commencing, continuing with, or completing any obligation under this Agreement (including any obligation to perform Services) or makes it impracticable for Agentic AI to do so, then Agentic AI may by notice in writing to the Client advise of the Specified Event and either:
(a) Cancel this Agreement; or
(b) Suspend performance of its obligations for the Specified Period; or
(c) Amend performance of its obligations to such of them as Agentic AI, acting reasonably, remains at its discretion able to perform during the Specified Period.
16.2 Effect of Cancellation: In the event of cancellation under clause 16.1(a), neither party shall have the right of any claim against the other, provided that the Client must still pay for any Services rendered by Agentic AI prior to the commencement of the Specified Event.
16.3 Effect of Suspension: In the event of suspension or amendment:
(a) The parties shall negotiate in good faith any required changes to the Services Agentic AI is providing (including any stipulated timeframes) and in the event they cannot so agree, such disagreement shall be deemed to be a dispute and the provisions of clause 14 shall apply; and
(b) the Client shall have no obligation to make any payment to Agentic AI other than:
(i) In respect of any invoice issued by Agentic AI for any services performed prior to the start of the Specified Period; and
(ii) In respect of any invoice for work or services actually performed by Agentic AI during the Specified Period.
16.4 Interpretation: In this clause 16 the following terms have the meanings given to them below:
(a) "Covid-19 Period" means any period in which either:
(i) Any services or obligation could not be performed in their specified location; or
(ii) The provision of services of a similar kind and nature to the Services could not be performed in any geographical location where Agentic AI has an office or branch
because of any regulation or order made under the COVID-19 Public Health Response Act 2020, or under any similar or superseding law, in any jurisdiction.
(b) "Specified Event" means any act of war; acts of Government; monetary or economic developments; epidemic, pandemic or other medical emergency; natural disaster; accident; fire; lockout, strike or other labour dispute; riot or civil commotion; or any other factor or factors beyond the reasonable control of Agentic AI (whether similar or not); and includes a Covid-19 Period.
(c) "Specified Period" means the period commencing on the date notice is given by Agentic AI under clause 16.1, and ending on the later of:
(i) The date the Specified Event ends; and
(ii) The date by which Agentic AI, acting reasonably, is practically and logistically able to re-commence performing its obligations under this Agreement.
17. NOTICES
17.1 General: All notices required or permitted under this Agreement shall be in writing addressed to that party at the postal or street address, or e-mail ("Contact Information") from time to time notified by that party in writing to the other party.
17.2 Initial Contact Information: Unless and until any other contact information is notified, the contact information shall be
(a) In the case of Agentic AI:
(i) brian@agenticai.nz
(b) In the case of the Client, as set out in the Schedule to this Agreement.
18. GENERAL
18.1 No Variation: No amendment or variation to this Agreement will be effective unless it is in writing and signed by the parties.
18.2 Assignment: Neither party may assign or purport to assign, transfer or create any trust, in respect of or any of its rights or obligations under this Agreement whether in whole or in part without the prior written consent of the other party except that Agentic AI may, by giving written notice to the Client, assign all or any part of Agentic AI’s rights under this Agreement to any third party acquirer of all or a material part of Agentic AI's business, assets, undertaking, or shares.
18.3 Counterpart Execution: This Agreement may be executed in any number of counterparts each of which will be deemed an original and all of which together will constitute a single instrument, and any party may enter into this Agreement by signing any counterpart, and facsimile or PDF copies of executed Agreements will be sufficient evidence that an original of this Agreement has been executed.
18.4 Electronic Execution: For the purposes of the Contract and Commercial Law Act 2017, each party consents to copies of this Agreement being provided in electronic form, and that execution of this Agreement may be made by electronic signature where such signature complies with the requirements of section 226 of that Act.
18.5 Entire Agreement: This Agreement constitutes the sole understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, which shall be of no further force or effect.
18.6 No Waiver: The failure of either party at any time or from time to time to require performance of any provision of this Agreement shall in no way affect that party's right to enforce such provision at a later time, and no waiver by any party or any conditional waiver of the breach of any term or covenant contained in this Agreement, whether by conduct or otherwise in any one or more instances, shall be deemed to indicate a further or continuing waiver of any such breach, or as a waiver of the breach of any other term or covenant in this Agreement.
18.7 Governing Law: This Agreement shall be governed by and interpreted according to the laws of New Zealand and each party irrevocably submits itself to the non-exclusive jurisdiction of the New Zealand courts in respect of any proceedings arising out of or relating to this Agreement, provided that nothing in this clause shall limit Agentic AI's right to bring proceedings in any other jurisdiction.
18.8 No Joint Venture: This Agreement does not create a partnership or joint venture between the parties to it and except as expressly provided in this Agreement neither party will enter into or have authority to enter into any engagement or make any representations or warranties on the other party's behalf, nor will they seek to otherwise bind or oblige the other party in any way.
18.9 Severance: If any provision of this Agreement is, or becomes unenforceable, illegal or invalid for any reason it shall be deemed to be severed from this Agreement without affecting the validity of the remainder of this Agreement and shall not affect the enforceability, legality, validity or application of any other provision of this Agreement.
18.10 Costs: Each of the parties will bear their own costs in relation to the preparation, negotiation and completion of the transactions contemplated by this Agreement, and of this Agreement itself.
