Terms and Conditions

The following terms and conditions apply between Complex Theory and its clients.

1. Definitions 

The following definitions shall have effect in interpreting this Agreement:

a. “Agreement” means these Terms and Conditions and the associated Statement of Work.

b. “Client” means the entity named in the Agreement.

c. “Complex Theory” means Complex Theory Limited a registered, limited liability company.

d. “GST” means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate prevailing at the time of the agreement.

e. “Services” means any function performed by Complex Theory as set out in the Agreement with the Client.

f. “Statement of Work” means the written document and integral part of the Agreement setting out the scope of the Services required by the Client.

2. Supply

Complex Theory agrees to supply the Services described in the Agreement, to the Client.

3. Validity

Charges quoted in the Statement of Work are valid for 30 days and shall become fixed once accepted by the Client.

4. Time Estimates

Unless otherwise specified in the Statement of Work the estimated hours and estimated completion date, and any other dates set out in this Agreement represent Complex Theory’s reasonable efforts to estimate the time required to perform the Service and are provided for general planning information only. Complex Theory does not guarantee that the Service will be rendered within the timeframe, however:

a. Complex Theory will provide regular progress updates of actual hours and timelines against estimate.

b. Complex Theory will notify the Client as soon as practicable if the estimated hours are likely to be exceeded.

c. Complex Theory will not exceed the estimated hours without the Client's written consent.

5. Confidentiality 

Complex Theory and the Client agree that they will keep at all times as strictly confidential any confidential information that is disclosed or provided by one party to the other. Complex Theory and the Client shall ensure that all of their respective employees, contractors and advisors are made aware of the obligations of confidentiality prior to use of the information by these persons, which shall be on a strictly need to know basis. 

6. Health and Safety

When visiting or carrying out the Services from the Client’s offices, Complex Theory shall at all times comply with the Client’s Health and Safety Policy requirements and any other reasonable instructions given by the Client’s personnel.

7. Complex Theory’s Obligations.

a. Complex Theory will use reasonable commercial efforts to perform the Services as described in the Statement of Work in accordance with the Agreement.

b. Complex Theory may select qualified and reputable sub-contractors to perform the Services, as stated in the Statement of Work, and notify the Client in writing.

8. Client’s Obligations

a. The Client shall comply with the general obligations specified below together with any specific Client obligations described in the Statement of Work, in a timely manner.

b. The Client acknowledges that Complex Theory’s ability to deliver Services is dependent upon the Client's full and timely co-operation with Complex Theory, as well as the accuracy and completeness of any information and data, which the Client provides to Complex Theory. Accordingly, the Client shall:

i. Provide Complex Theory with access to, and use of, all reasonably required information, data, documentation, and facilities, working space and office services in connection with performance of the Services.

ii. Appoint a representative who shall provide professional and prompt liaison with Complex Theory, have the necessary expertise and authority to commit the Client, and be available to meet with Complex Theory’s representative at regular intervals to review progress and resolve any issues relating to the Services.

iii. The Client shall be liable for any delays to the milestone specified in the Statement of Work caused by the Client or resulting from the Client's failure to fulfil any of its obligations. Complex Theory may, with prior notice, charge the Client for any additional charges incurred by Complex Theory as a result of such delays, and may adjust the affected delivery schedule accordingly.

9. Payment 

Complex Theory shall deliver an invoice for the Services to the Client at the end of each month and the Client shall pay Complex Theory for the invoice on the twentieth day of the month following the date of the invoice.

Invoicing for Services – Time and Materials

a. Where the Services are charged on Time and Materials basis, Complex Theory will invoice the Client according to the hourly rates and billing periods set out in this Agreement for the actual hours worked in each billing period. 

Invoicing for Services – Fixed Cost 

b. Where the Services are charged on Fixed Cost basis, Complex Theory will invoice the Client the Fixed Cost at the billing periods set out in this Agreement. 

All invoices are to include credits for payments or adjustments made in previous months.

10. Expenses

Unless otherwise specified in this Agreement the Client will reimburse Complex Theory for:

a. special or unusual expenses incurred at the Client's specific request; and 

b. travelling costs and agreed disbursements incurred in performing the Services.

11. Interest

Complex Theory reserves the right to charge interest on any outstanding invoice amounts not paid within 10 days of the due date for payment. These amounts may incur interest from that date of default until payment is made in full at the rate being the current rate charged on overdraft accounts by ASB Bank.

12. Goods and Services Tax

All amounts stated in the Agreement are exclusive of GST.

13. Warranties

a. Complex Theory shall perform the Services in accordance with generally recognised commercial practices and standards. Complex Theory shall re-perform any Services not performed in accordance with the foregoing warranty, provided that Complex Theory receives written notice from the Client within 30 days after such Services were due to be performed.

b. The above warranties are exclusive and no other warranty, whether written or oral, is expressed or implied. Complex Theory specifically disclaims the implied warranties of merchantability and fitness for a particular purpose.

14. Limitation of Liability and Indemnity

a. Complex Theory’s liability (together with their servants, agents and contractors) whether in contract, tort, under statute or otherwise, for any loss or damage to person or property, or consequential or indirect loss, or economic loss which is caused, contributed to or otherwise arises from the product or services supplied or any defect in them, or any negligent act or omissions shall be strictly limited to the value of the services supplied by Complex Theory whether under this Agreement or otherwise to a total sum equal to the amount paid by the Client to Complex Theory under the terms of each specific engagement for which there is an approved Statement of Work or Letter of Engagement.

b. In particular, Complex Theory will not be liable at all for consequential or indirect loss, or economic loss including loss of profits or savings, loss of opportunities or loss of records or data, or for losses or damages claimed by third parties, unless such loss is caused by Complex Theory’s gross negligence or wilful misconduct.

c. The Client agrees to indemnify Complex Theory for any liabilities, claims, losses, costs and expenses (including legal expenses) incurred by Complex Theory arising out of or in relation to the Client inappropriate use of the Services.

d. The limitation of liability and the indemnity in clauses 13 a) to c) survives the termination of this Agreement.

15. Termination

a. Summary Termination: Either party can end this Agreement by notice in writing to the other party (the "Termination Notice") if the other party does not fulfil any of its obligations under this Agreement and:

i. the default is material and cannot be remedied; or

ii. the default is material and can be remedied but has not been after 20 working days from written notification of the default.

b. Notwithstanding the above, either the Client or Complex Theory may terminate this agreement without any reason whatsoever by giving written notice to the other party under the following terms;

i. For fixed price engagements with a contract value of $30,000 or more, 30 days’ notice in writing must be provided to the other party. Complex Theory reserves the right to charge a termination fee, which will be a minimum of 20% of the total outstanding amount due.

ii. For fixed price engagements with a contract value of less than $30,000 or undertaken on a time and materials basis, 20 days’ notice in writing must be provided to the other party. Complex Theory reserves the right to charge a termination fee, which will be a minimum of 20% of the total outstanding amount due. 

16. General

a. The Client shall ensure that Complex Theory is made aware of and Complex Theory shall comply with any special regulations applicable prior to commencement of any Services at the Client's site.

b. No Joint Venture: Nothing contained in this Agreement shall be construed as creating a joint venture, partnership or employment relationship between the parties hereto, nor shall either party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other party.

c. No Assignment: Except with respect to Complex Theory’s rights regarding the use of subcontractors, neither party may assign any rights or obligations under this Agreement without the prior written consent of the other party.

The laws of New Zealand govern these Terms and the parties agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.