Last updated: 21/09/2026

These Terms apply to all goods and services supplied by JV Systems (“we”, “us”, “our”) to a Client (“you”, “your”), except to the extent specifically modified in writing on the face of an Agreement or SOW. Current rates are set out separately in the Schedule of Fees, which forms part of these Terms. Placeholders in square brackets must be completed, and this document should be reviewed by a qualified legal professional before use. 

Structure: Part A sets out terms that apply to every transaction. Part B applies in addition, specifically where we supply physical Products. Part C applies in addition, specifically where we supply Services. Part D contains closing provisions that apply to the Agreement as a whole. Clause numbering runs continuously across all Parts. 

PART A — GENERAL TERMS 

The terms in this Part apply to all Products and Services supplied by JV Systems, regardless of type. 

1. Definitions

In these Terms, the following words have the following meanings: 

• “JV Systems”, “we”, “our”, “us” means JV Systems and any of its related companies. 

• “Client”, “you”, “your” means the person or entity purchasing Products or Services, as specified in any invoice, order, or SOW. Where there is more than one Client, this is a reference to each Client jointly and severally. 

• “SOW” means a statement of work, service schedule, addendum, quote, or order form. 

• “Services” means all services supplied by us to you, including anything described in a SOW or written agreement, and any Products supplied as part of a Service. 

• “Products” means all hardware, equipment (including Software), and other goods or property supplied by us to you. 

• “Software” means system software, application software, tools, and utilities supplied by us to you, including Software provided as part of a Product or Service. 

• “Agreement” means these Terms together with any applicable SOW, order, or written agreement to supply Products and/or Services. 

• “Schedule of Fees” means our current published rate card, as amended from time to time. 

• “Charges” means all amounts payable by you for Products and/or Services, as set out in an invoice, SOW, or the Schedule of Fees. 

2. The Agreement

We may vary these Terms from time to time by written notice to you; any such amendment is binding from the date you receive the notice, or a later date stated in it. These Terms override any agreements or representations made in person, over the phone, or through any other communication, and apply to all work we carry out for you or on your behalf. 

If any part of these Terms is found unenforceable, it will be severed to the extent of the unenforceability, with the remainder continuing in full force and effect. 

If you have any questions about these Terms, or are unhappy with any aspect of the work we provide, please contact us immediately at 07 985 5110 or helpdesk@jvsystems.co.nz so we can address it. Delayed feedback or delayed payment makes it more difficult for us to resolve issues. 

3. Supply of Products and Services

We will supply Products and/or Services as agreed in writing or as set out in a SOW. Any amendment to an order must be agreed by both parties in writing. 

We will use all reasonable endeavours to meet agreed timeframes for delivery of Products and completion of Services. You agree that our ability to meet these timeframes may depend on you providing required information promptly, reviewing material we produce in a timely manner, and giving us the inputs and access we reasonably need. 

Where applicable to on-site Services, we will comply with your reasonable site policies and procedures, provided these are notified to us in advance. We reserve the right to increase our charges where compliance with a site policy causes us to incur additional cost. 

Products supplied to you are additionally governed by Part B (Terms Specific to Products), and Services supplied to you are additionally governed by Part C (Terms Specific to Services). 

4. Eligibility and Accounts

You must be of legal age, or have proper authority to bind an organisation, to enter into a contract with us. Where an account is required, you are responsible for maintaining the confidentiality of your login credentials and for all activity conducted under your account. 

5. Price and Payment

Unless otherwise stated, prices exclude freight, delivery, installation, and maintenance, and are subject to change without notice (errors and omissions excepted). All prices are exclusive of GST/applicable tax unless specifically stated otherwise, and are quoted in NZD. 

Our current rates for time-and-materials work, after-hours work, onsite fees, and related charges are set out in the accompanying Schedule of Fees, which forms part of these Terms and may be updated by us from time to time without requiring reissue of this document. Any work undertaken at your request that falls outside an agreed Service will be charged at our current rates. 

A quotation does not create a binding contract. A contract is formed only once we accept your order, at which point you are bound to pay the price stated. 

Where a credit account has been approved, payment is due as per the date stated on the invoice. Where no credit account exists, payment for call-out or emergency work is due on completion of work unless other arrangements have been made in advance. Invoices are sent by email by default; if you require postal invoicing, please advise us before work commences. 

You must pay all Charges in full, without deduction or set-off of any kind, except to the extent you are exercising a right under Clause 43 (Dispute Resolution) in respect of a genuinely disputed amount. 

We accept payment by bank transfer or credit card (surcharges may apply to card payments). We do not accept cash or cheques. 

We may set, and vary, a credit limit at our discretion, and may refuse to supply further goods or services if that limit is exceeded or if we consider your creditworthiness unsatisfactory. 

6. Billing Basis and Service Level Agreements

Unless you have a specific, current Service Level Agreement (SLA) or managed services agreement with us that expressly states otherwise, all work we perform for you is charged on a time-and-materials basis at the rates set out in the Schedule of Fees. This includes all service desk requests and support tickets logged with us, regardless of priority level, and applies whether the request is logged by phone, email, or the Client Portal, as further addressed in Clause 30. 

Logging a request with our service desk does not, by itself, entitle you to a particular response time, a fixed or included number of hours, or free-of-charge support, unless this is expressly provided for in a current SLA or managed services agreement between us. 

Where you have an SLA or managed services agreement that includes bundled hours, a fixed monthly fee, or defined response times, that agreement governs the Services it covers. Any work outside the scope of that agreement, or performed once any included hours under it are exhausted, is charged at our current rates under this Clause. 

If you are uncertain whether a piece of work is covered by an existing SLA or managed services agreement, please check with us before proceeding. We are not obliged to treat work as included, or to waive charges, where it falls outside the scope of your agreement with us. 

7. Quotations

Quotations, including verbal pricing, are valid for thirty (30) days unless otherwise stated. Where a quotation is accepted in writing within its validity period, fixed-price items in that quotation will not be increased under Clause 5 for the duration of the work it covers, except as a result of a variation agreed under Clause 3. Unless explicitly stated otherwise, quoted charges for engineering services, cabling, and accessories are estimates based on information available at the time and remain subject to change based on actual cost and time incurred. All quotations exclude GST/applicable tax and freight unless stated otherwise. 

8. Progress Invoices and Project Work

For project-based work, we may issue progress invoices reflecting work completed, materials procured, and labour incurred to date. You agree to pay progress invoices when due and may not withhold payment for any reason. We do not permit clients to withhold funds as a fixed-term retainer against project invoices; quotations exclude any such retention and invoices must be paid in full. 

If work on your project is paused, you may request an invoice to settle the account to date. We reserve the right to pause work if progress payments are not made when due. 

9. Cancellations and Rescheduling

We are happy to reschedule appointments free of charge. Cancellations require at least 24 hours’ notice; a cancellation fee (set out in the Schedule of Fees) may apply to appointments cancelled or rescheduled with less than 24 hours’ notice. 

10. Late Payment, Default, and Debt Recovery

A grace period of 10 days from the due date is allowed before late fees apply. If payment is not received within that grace period, we may charge interest on the overdue amount at the rate set out in the Schedule of Fees, calculated daily from the original due date, until paid in full. Discounts applied to your account are given at our discretion and may be revoked, with the full undiscounted amount becoming payable, if an invoice remains unpaid past its due date. 

You are liable, on demand, for all reasonable costs we incur in recovering overdue amounts, including legal fees, third-party debt collection agency costs, court costs, and any labour or administration costs associated with recovery. 

All Products remain our property until paid in full, and you agree to allow us (or a third party acting on our behalf) access for the purposes of uplift where we consider this necessary. We are not liable or required to provide remediation where Products are repossessed, or Services are suspended, due to non-payment. 

An “Event of Default” occurs where you fail to comply with any term of a contract with us, become insolvent or bankrupt, enter into any arrangement with creditors, or (if a company) become subject to liquidation, receivership, or statutory management. On an Event of Default, all amounts owed to us become immediately payable and we may suspend or terminate any contract with you without liability. 

11. Intellectual Property

Where we design, draw, create, or develop Products, Services, designs, software, systems, solutions, drawings, specifications, or documents for you, copyright and all other intellectual property in that work remains our property. You may use it only if you have paid for it in full, and only for the purpose for which it was intended and supplied. Where the deliverable is a website, application, or database, Clause 33 also applies. 

You warrant that any designs, specifications, or instructions you give us will not cause us to infringe any patent, registered design, or trademark, and you indemnify us against any third-party claim arising from any such infringement. 

Unless we have specifically agreed otherwise in writing, you agree that we may use, at no cost, any designs, software, systems, solutions, drawings, specifications, documents, or work we have created for you for our own marketing purposes or entry into industry awards or competitions. 

Where we supply third-party software, we retain ownership of that software and its documentation and grant you a non-exclusive, non-transferable licence to use it solely for the operation of your own business, strictly in accordance with the applicable licence terms. You agree not to: use the software for any purpose other than its intended purpose; combine it with other software; copy, adapt, or create derivative works based on it; reverse engineer, decompile, or attempt to discover its source code; sell, sub-licence, lease, or otherwise distribute it; or use it to commit any unlawful act. You indemnify us against any third-party claim arising from your breach of this clause. 

12. Confidentiality

Each party may only use the other’s confidential information for the proper performance of its obligations under these Terms, and must keep it secure in accordance with usual security practices. Neither party will disclose the other’s confidential information, and each will ensure its employees, contractors, and agents do not disclose it, to any third party except as required for proper performance of these Terms, on a confidential basis, or as required by law. 

Each party will inform the other as soon as possible if it becomes aware of, or suspects, any unauthorised disclosure of confidential information, or if it is required by law to disclose it. At the end of any Agreement, or earlier on request, each party will return or destroy (at the disclosing party’s option) the other’s confidential information and all copies of it, other than information required to be retained for audit or regulatory purposes. 

13. Acceptable Use

You agree not to misuse the Services, including through unlawful activity, reverse engineering, unauthorised resale, or any conduct that disrupts the integrity or security of the Services. 

 

14. Client Information

You authorise us to collect and store information about you, and to use that information for the supply of goods and services to you, including sharing it with third-party vendors involved in the supply chain. You further authorise us to disclose information about you to third parties, where needed, for the purposes of assessing creditworthiness and debt collection, and to send you emails for marketing purposes and to assess client satisfaction. You must notify us of any change in circumstances affecting the accuracy of information you have provided. 

15. Consumer Protection Legislation

Where goods or services are supplied for business purposes, you acknowledge that you are acquiring, or holding yourself out as acquiring, them for the purposes of a business, and agree that the Consumer Guarantees Act 1993 does not apply to this Agreement, as permitted by section 43 of that Act. 

Where goods or services are acquired for personal, domestic, or household use, nothing in these Terms is intended to exclude, restrict, or modify any non-excludable rights available to you under the Consumer Guarantees Act 1993 or other applicable consumer protection law. 

16. Warranties and Disclaimers

We will attempt to remedy any fault in the Service reported by you as soon as reasonably possible. Except as expressly stated in these Terms, or as stated in writing by an authorised officer of JV Systems, we are not bound by any representation, warranty, description, or condition as to suitability or fitness, whether express or implied. 

17. Limitation of Liability

We have no liability to you for any indirect or consequential loss or damage, or for any loss of revenue or loss of actual or anticipated profit (or any other form of economic loss), arising in connection with these Terms, whether in contract or in tort. 

Subject to the exclusion above, our maximum aggregate liability for all claims made by you, whether arising from breach of these Terms or on any other ground (including negligence), will not exceed the invoice value of the Services or Products to which the claim relates. 

Where we are responsible for a fault causing the Service not to function, we will provide a credit equal to the Charge applicable to the affected Service for the period from notification of the fault until the Service is restored, subject to Clause 43. No claim may be made against us of any kind unless you notify us in writing within 30 days of the date the claim first arises. 

We are not liable for any failure or delay in performing our obligations caused by events beyond our reasonable control, including force majeure (fire, earthquake, adverse weather), late delivery of equipment or materials for reasons beyond our control, industrial or legal action, or operational and technical outages beyond our control. 

18. Indemnification

You indemnify us against any liability, losses, damages, or expenses incurred or suffered by us as a result of any claim made by a third party against us in respect of any loss or liability arising from the provision of Products or Services to you. You further indemnify us for all reasonable costs, including legal fees, incurred as a result of any claim you bring against us, whether before a disputes tribunal, the courts, or otherwise. This indemnity is in addition to the specific indemnities set out in Clause 11, Clause 33, Clause 34, and Clause 38. 

 

PART B — TERMS SPECIFIC TO PRODUCTS 

The terms in this Part apply specifically to physical Products (goods) that we sell, lease, or otherwise supply to you, in addition to the General Terms in Part A. 

19. Delivery, Freight, and Storage

Unless otherwise agreed in writing, Products will be delivered on the date and at the location specified in the relevant SOW or order, and you agree to take possession of the Products at that time. We reserve the right to deliver Products by instalment, with each instalment treated as a separate contract. 

Where delivery is delayed for any reason, we will use best endeavours to notify you. We are not liable to you or any other party for loss arising from delay, and we reserve the right to cancel delivery of Products or instalments without affecting our right to recover sums owing in respect of deliveries already made. 

Where we store Products for you or on your behalf and you fail to collect or accept them by the specified delivery date, you agree to pay our reasonable storage costs until you collect or accept those Products. 

20. Risk, Title and Ownership

This Clause applies to Products supplied by outright sale. Where Products are supplied on a lease, rental, or similar financing arrangement, Clause 21 applies instead. 

Responsibility (risk) for Products passes to you on delivery. Title in Products supplied by us does not pass to you until you have paid us for those Products in full. 

Until title passes: 

• you are deemed to be acting as our bailee in respect of those Products; 

• you must, if we require, store the Products in a manner that makes clear they remain our property, and keep them separate from other goods; 

• you are authorised to use or resell the Products in the ordinary course of your business, for full consideration. This authority is automatically revoked if we consider your credit unsatisfactory, an Event of Default occurs, or we notify you in writing that it is revoked; 

• we may enter premises where the Products are stored and repossess them, without liability for any resulting damage, and may resell the Products and apply proceeds against amounts you owe; 

• if you resell or use Products before title has passed, you hold the proceeds on trust for us to the extent of the amount owed, with any balance belonging to you. 

We may sue for the price of Products sold even where title has not yet passed to you. 

21. Leased Equipment

Where Products are supplied to you on a lease, rental, or similar financing arrangement rather than by outright sale (for example, under our Managed Print service), this Clause applies in place of Clause 20 for those Products. 

Title in leased Products remains with us, or our financing partner where applicable, at all times during the lease term, and does not pass to you at any point unless expressly agreed in writing. 

You are responsible for the proper use, care, and security of leased Products, and must not relocate, modify, sub-lease, or dispose of leased Products without our prior written consent. 

You are responsible for maintaining adequate insurance cover for leased Products at their full replacement value for the duration of the lease, and must notify us immediately of any loss, theft, or damage. 

On expiry, early termination, or default under a lease arrangement, you must return the leased Products to us in good working condition, reasonable wear and tear excepted, or pay the applicable buyout or replacement cost, as set out in the applicable SOW. 

Consumables supplied as part of a leasing arrangement (for example, toner or ink) are for use with the leased Product only and remain subject to the terms of the applicable SOW. 

22. Returns, Refunds, and Warranty Claims

All returns require a Returns Authority issued by us in advance; issuance of a Returns Authority does not guarantee that a return will be accepted. Unless required by applicable consumer protection law, we do not offer refunds or exchanges for change of mind or mistaken purchase. Returned products may be subject to freight and restocking fees, and you are responsible for the full cost of an item, or any restocking fee, if a supplier declines to accept its return. 

Returns will only be accepted where: the return is agreed by us in writing in advance; the item is returned at your cost within fourteen (14) days of delivery; the item has been stored and used in a proper manner; and the item, together with all original packaging, brochures, and instruction material, is returned in as-new condition, so far as reasonably possible. Non-stocklist items, or Products/Services made or configured to your specification, are not eligible for credit or return under any circumstances. 

Incorrectly supplied items: if we supply the wrong item in error, we will supply the correct item or issue a credit/refund, provided you notify us within 7 days of delivery and return the incorrect item in resaleable, unused condition. 

Damaged in transit: if goods arrive damaged, notify us within 24 hours of delivery so we can arrange collection and provide a replacement or credit/refund where no suitable replacement is available. 

Faulty on arrival: if goods are faulty on arrival or first use, notify us within 14 days of delivery. We will test the item and, where a fault is confirmed, repair, replace, or issue a credit/refund. 

Faulty within warranty: claims made within the applicable warranty period will be assessed, and faulty goods repaired, replaced, or credited/refunded where no suitable replacement exists. Return costs during the warranty period (outside the initial delivery window above) are your responsibility unless otherwise required by law. 

Where a returned item is found not to be faulty, you may be charged a reasonable testing fee and return freight. Consumable or wear parts (as specified in individual product documentation) are excluded from warranty cover. Freight charges are non-refundable in all circumstances, and you are responsible for insurance and delivery costs on any returned goods. Deposits paid on pre-orders or backorders are non-refundable. 

For Products not manufactured by us, the applicable warranty is the current warranty provided by the manufacturer, and we are not bound by, or responsible for, any term, condition, representation, or warranty beyond that given by the manufacturer. Where hardware is upgraded or replaced, the manufacturer’s standard warranty applies only to the affected parts. 

For second-hand Products, you acknowledge that you have had full opportunity to inspect the item, accept it with all faults, and that no warranty is given by us as to quality or suitability for any purpose; any implied warranty, statutory or otherwise, is excluded to the extent permitted by law. We are not responsible for loss or damage to, or caused by, second-hand Products. 

Cancellations and changes of mind: Once we have ordered equipment from a supplier or supplied it to you, an order may only be cancelled, returned or changed with our written agreement. If you cancel an order, return a Product, or change your mind after equipment has been ordered or supplied, you are responsible for all freight, shipping, handling, restocking, cancellation and associated supplier charges incurred by us. This applies even where the supplier does not provide a refund, credit or reimbursement of those charges. Any labour, installation, commissioning, configuration, troubleshooting or other professional services already performed remain chargeable and non-refundable. 

Installed Products, refunds and labour: Products and Services are charged separately. Where a Product has been installed, configured or commissioned by us, it is not eligible for return, refund or credit for change of mind, and any refund or credit is at our sole discretion and limited to the price of the Product (less any restocking, supplier or freight costs). Charges for labour, including site assessment, installation, configuration, commissioning, testing, troubleshooting, travel, and any removal or decommissioning, are payable in full at the rates in the Schedule of Fees. They are not refundable or reversible whether or not the Product is refunded, credited, returned, cancelled or replaced, because the work has been carried out. Where we test a Product and find it is operating in accordance with the manufacturer’s specification, it is not faulty, and dissatisfaction with its performance or with the signal or coverage achieved (which depends on external conditions outside our control) does not entitle you to a refund of the Product or of any labour. This paragraph does not limit Clause 37 or any rights that cannot be excluded by law. 

23. Recycling and Waste Disposal

Where we dispose of IT equipment or packaging on your behalf, we work with e-waste and recycling providers to reduce environmental impact, and waste disposal costs will generally be invoiced to you. Recovered equipment is not held for any retention period unless specifically requested and arranged in advance, with associated storage costs payable by you. Please ensure any leased equipment is clearly marked to avoid accidental disposal. Full data destruction is not guaranteed unless specifically requested; certified destruction services, where requested, are contracted to a third-party specialist. 

24. Fitness for Purpose and Product Suitability

Any advice or recommendation we give on Product selection is based solely on the information, requirements, and intended use you provide to us in writing prior to purchase. It is your responsibility to clearly specify your intended use and requirements before placing an order. 

We do not warrant that any Product will be fit for a particular purpose unless that purpose has been expressly confirmed in writing by an authorised JV Systems representative prior to purchase. Verbal assurances, informal recommendations, or general sales discussion do not constitute such confirmation. 

Where your requirements change after purchase, or were not disclosed to us at or before the time of purchase, we are not liable for any resulting unsuitability of the Product. This clause is in addition to, and does not limit, the exclusions in Clause 15 and Clause 16. 

PART C — TERMS SPECIFIC TO SERVICES 

The terms in this Part apply specifically to Services we provide to you, in addition to the General Terms in Part A. 

25. Recurring Services

Subscriptions, licences, and fees for recurring services added or commenced during a calendar month are charged in full for that month. Deductions or cancellations made during a month will take effect on the following month’s invoice. Our recurring services are billed as a full calendar month commitment; we do not provide part-month subsidies for services, licences, or subscriptions added or removed partway through a month. 

Where a Service or third-party licence has a specified minimum Term (for example, an annual Microsoft 365 subscription), you commit to that full Term once the Service or licence is provisioned or otherwise made available to you, regardless of whether, or how much, you go on to use it. You may not cancel, downgrade, or reduce that Service or licence part-way through its Term other than in accordance with Clause 39 (Term and Termination). 

26. Support for Third-Party Services

Where we broker or facilitate support between you and third-party platforms or vendors (for example, Microsoft/Office 365), we charge for our labour on the applicable hourly basis set out in the Schedule of Fees. We are not able to guarantee prioritised handling from these vendors and remain subject to their standard triage and response times. Where we provision or manage your access to a third-party cloud platform, or rely on third-party connectivity to deliver a Service, Clause 27 and Clause 28 also apply. 

27. Cloud and Third-Party Platform Services

Where we provision, configure, or manage access to third-party cloud platforms or services on your behalf (including Microsoft 365, Google Cloud, Amazon Web Services, Grandstream, Ubiquiti UniFi, or similar), those services are supplied subject to the relevant platform provider’s own terms of service and service level agreements. We are not the provider of those platforms and are not liable for their availability, performance, security, pricing, or policy changes. 

We may register hardware we support (including Grandstream and UniFi devices, and other third-party products) in the manufacturer’s cloud management platform under our account. We do this solely for installation, remote support, and troubleshooting. It does not transfer ownership of the hardware to us, and it does not mean we monitor, manage, or maintain the hardware unless we have agreed to do so in writing. 

As the owner of the hardware, you are responsible for setting, managing, and keeping secure all passwords and access credentials for it, including Wi-Fi network names and passwords, device logins, and user accounts. If we set or change a credential or any other setting at your request, we do so on your instruction and responsibility for it remains with you. 

To the extent permitted by law, we are not liable for any loss, damage, or unauthorised access arising from credentials that you set, share, lose, or fail to keep secure, and you indemnify us against any claim arising from them. 

On your written request, we will transfer accounts held in our cloud management platform either: 

(a) to a standalone account in your own name; or 

(b) to another service provider you nominate. 

Each transfer is billable at our standard technician rate, with a minimum charge of one hour. We will provide a quote at the time of your request. 

Our responsibility is limited to configuring the hardware and platforms at the time of installation. After installation, management and support work are provided only at your request and are billable at our standard rates, unless covered by a service level agreement between you and us. 

We may refuse or suspend any request or service where you, or anyone acting on your behalf, behaves in an abusive, threatening, or offensive manner towards JV Systems staff. 

We may decline or suspend any work, including support, management, and transfer requests, while any invoice issued to you remains overdue. 

28. Third-Party Connectivity and Network Dependency

Many Services depend on internet, satellite, or telecommunications connectivity supplied by third-party providers (including Starlink and other internet service providers), which we do not own or control. We are not liable for any outage, degradation, latency, or failure of a third-party network or connectivity service, or for any resulting loss or disruption to your Services. Where we install or configure third-party connectivity equipment on your behalf, our responsibility is limited to that installation and configuration work, and does not extend to the ongoing performance of the underlying network. 

29. Unified Communications and Emergency Calling

Important: cloud-based and VoIP phone systems rely on your internet connection and electricity supply to operate, and do not function in the same way as a traditional landline. 

In the event of a power outage, internet outage, or equipment failure, you may be unable to make or receive calls, including calls to emergency services (111), until connectivity and power are restored. 

We recommend that you maintain an alternative means of contacting emergency services (such as a mobile phone with independent power and network connectivity) at all times, and that you communicate this limitation to anyone at your premises who may need to contact emergency services. 

We are not liable for any inability to make or receive calls, including emergency calls, arising from a power outage, internet outage, or third-party network failure beyond our control, consistent with Clause 28. 

30. Support Requests and Response

To help us resolve issues efficiently, please provide as much detail as possible when raising a support request, including: the specific issue, relevant background, steps already taken to resolve it, results of those steps, how long the issue has persisted, any error messages, the location of the affected user(s) or device(s), and full contact details for the person raising the issue. Unless a current SLA or managed services agreement says otherwise, support requests are billed in accordance with Clause 6. 

Support requests are triaged according to the following priority levels:  

P1 Complete loss of a business-critical service affecting multiple users or the entire organisation. 

P2 Major degradation or partial loss of a critical service. 

P3 Issue impacts individual users or a small group of users. 

P4 Minor issues, service requests, or cosmetic defects with little or no impact on business operations. 

31. Authorised Contacts

Requests for billable work, equipment, or service procurement must come from an authorised contact on your account. Non-urgent requests should be raised through the Client Portal (where available); urgent requests raised through the Client Portal should be followed up by phone. Where an emergency or urgent matter is raised by a non-authorised contact or via an automated notification (for example, a site outage alert), we reserve the right, at our discretion, to triage and respond if we consider it necessary. 

32. Remote Support

Where we provide support remotely, you consent to us accessing your devices, systems, and networks for the purpose of diagnosing and resolving the issue raised. 

You are responsible for ensuring that only authorised personnel request or accept a remote support session on your behalf, in accordance with Clause 31 (Authorised Contacts). We take reasonable care when accessing your systems remotely, but are not liable for any pre-existing issue we discover, or for any loss arising from your failure to ensure that remote access was properly authorised. 

33. Website, Software and Database Development

Where we design, build, or develop a website, application, or database for you, Clause 11 applies, and in addition, the following terms apply. 

On payment in full, we grant you a licence to use the completed deliverable for its intended business purpose. Unless expressly agreed in writing, ownership of the underlying source code, frameworks, libraries, and reusable components we use or develop remains with us, and we may reuse generic components, code, and know-how in work we carry out for other clients. 

You warrant that any content, branding, text, images, or other material you provide to us for inclusion in a website, application, or database does not infringe the intellectual property or other rights of any third party, and you indemnify us against any claim arising from a breach of this warranty. 

Ongoing hosting, maintenance, security updates, and support for a website, application, or database are only provided where specifically agreed in an applicable SOW, and are not included by default. 

34. Security Practices and Client Responsibility

Where we have recommended security practices to protect your IT infrastructure and data, you agree to hold us harmless and indemnify us against any claims, damages, losses, liabilities, and expenses (including reasonable legal fees) arising from your failure to implement those recommended practices, including any resulting data breach, cyber-attack, or unauthorised access. 

35. JV Protect and Tenancy Management

JV Protect, and our other managed cybersecurity services, require us to manage and administer your relevant cloud tenancy or environment (for example, your Microsoft 365 or Google Workspace tenancy) on your behalf. This is not an optional or incidental part of the Service — it is how the Service is delivered, and we cannot properly deliver the Service without it. 

As part of Tenancy Management under JV Protect, for the duration of the Service we will, on an ongoing basis: 

• log in to your tenancy to confirm that our global administrator access remains current; 

• review your licensing to ensure user accounts remain current (for example, that a departed user does not retain a licence), and identify any spare licences available for reallocation or reduction; and 

• treat any ad-hoc support you require in the event of a hack, breach, or other serious failure as a priority. 

Any further work relating to your tenancy beyond the above is not included in Tenancy Management by default and will be charged as additional work in accordance with the Schedule of Fees. 

For the duration of the Service, we will be the administrator of your tenancy. You must not appoint another party to administer that tenancy, make unauthorised administrative changes to it, or grant equivalent administrative access to another party, without our prior written agreement. 

You must not revoke, restrict, alter, or share our administrative access without first notifying us in writing and agreeing a transition plan with us. Where you wish to move management of the tenancy away from us, you must give us at least 30 days’ written notice so we can arrange an orderly handover, in accordance with Clause 40 (Disengagement and Transition Assistance). 

If you administer the tenancy alongside us, permit a third party to do so, or otherwise interfere with our management of it, we may be unable to deliver the Service to the standard intended. We are not liable for any resulting gap in protection, missed alert, misconfiguration, or security incident to the extent it arises from that interference, and this does not affect your payment obligations, including any early termination fee under Clause 39. 

We will use reasonable endeavours to notify you if we identify that our administrative control of the tenancy has been compromised, lost, or reduced, but we are not obliged to continue delivering the Service where we do not have the administrative control the Service requires. 

36. Physical Security Systems

Where we supply, install, or monitor physical security systems (including alarms, access control, security cameras, and environmental monitoring), we use reasonable skill and care in doing so, but we do not warrant or guarantee that any such system will detect, prevent, or deter any burglary, intrusion, theft, vandalism, fire, or other loss or damage to your property. 

Physical security systems depend on continued power and network connectivity to operate as intended, and Clause 28 applies to any resulting interruption. 

Except to the extent a loss is directly caused by our negligence in performing Services we were specifically engaged to provide, we are not liable for any loss, theft, damage, injury, or other harm arising from an event that a physical security system did not detect, prevent, or deter, and any such liability remains subject to the exclusions and limitations in Clause 17. 

Where we provide external monitoring services, our obligation is to notify you, and where agreed, relevant authorities, in accordance with the monitoring protocol set out in the applicable SOW. We do not guarantee any particular response time by emergency services or other third parties. 

37. 90-Day Service Warranty and Satisfaction Guarantee

Where we perform labour or configuration work as part of a Service, we warrant that work against faults directly resulting from that work for a period of 90 days from completion. If, within that period, the same issue recurs due to an error in our original work, we will re-perform the affected work at no additional labour charge. This warranty covers our labour only; it does not cover Products (which are covered by Clause 22 and any applicable manufacturer warranty), does not cover new or unrelated faults, and does not apply where the issue arises from a change made by you or a third party, or from your failure to follow our recommendations. 

We want you to be satisfied with the Services we provide. If a Service does not perform to a reasonable standard, please let us know as soon as possible so we can work with you to resolve it, in accordance with Clause 43. This satisfaction guarantee is an undertaking to work with you in good faith to address a genuine service shortfall; it is not a guarantee of any particular outcome, and remains subject to the other terms of this Agreement, including the limitations in Clause 17. 

38. Malware, Phishing and Cybersecurity

We use reasonable skill and care in providing the Services, including any security-related Products or Services we supply, configure, or recommend. However, we do not warrant or guarantee that any Software, Service, device, or security measure supplied, configured, or recommended by us will detect, prevent, or eliminate all viruses, malware, ransomware, phishing, or other cyber-attacks or social-engineering attempts. These threats evolve continuously, and no product or service can guarantee complete protection. 

Many such attacks succeed through end-user action, such as clicking a malicious link, opening an infected attachment, or disclosing credentials, rather than through any technical failure. You are responsible for ensuring your personnel receive appropriate training, exercise reasonable vigilance, and follow the security practices we recommend, as further addressed in Clause 34. 

You are responsible for maintaining independent, regularly tested backups of your data, and we recommend you maintain appropriate cyber-insurance cover. Except to the extent a loss is directly caused by our negligence in performing Services we were specifically engaged to provide, we are not liable for any loss or damage arising from a virus, malware, ransomware, phishing, or other cyber-attack, and any such liability remains subject to the exclusions and limitations in Clause 17. Nothing in this clause limits our rights, or your obligations, under Clause 34 or Clause 35. 

39. Term and Termination

The term of an Agreement for recurring or managed Services is as specified in the applicable SOW or Agreement (the “Term”), unless extended by written agreement of both parties. 

Where the Term is monthly, the Agreement continues from month to month until terminated by either party on one month’s written notice. Where the Term is for a specified period, the Agreement ends at the end of that period; if you continue to use the Service afterwards, it continues on a monthly basis at our then-current monthly rates. 

If you stop using a Service before the end of its Term, you must pay the balance of the Charges that would otherwise have been payable for the remainder of the Term. 

Where installation or one-off fees have been waived as part of the initial Term, and you end the Service before the initial Term is complete, you must reimburse us for the waived fees on a pro-rata basis, calculated as: total waived fees × (remaining months of the initial Term ÷ total months of the initial Term). 

Where we purchase annual third-party licences to provide a Service, the cost is amortised through your monthly fee. If you terminate before that cost is fully amortised, you remain liable for the outstanding, unamortised portion. 

We may suspend or terminate any Agreement immediately if you cease or threaten to cease trading, become insolvent, or commit a breach of these Terms that remains unremedied 14 days after notice. On termination, we may repossess and resell any unpaid Products in accordance with Clause 20 or recover leased Products in accordance with Clause 21, as applicable. Termination does not affect liabilities that arose before the termination date, or your ongoing obligation to pay Charges accrued to the end of the Term under this clause. 

40. Disengagement and Transition Assistance

Where you engage a new supplier to replace some or all of the Services we provide, or otherwise wish to disengage from us, this Clause applies in addition to any specific notice or transition process set out elsewhere in these Terms (including Clause 35, in respect of tenancy administration). Any work we carry out to compile, prepare, or provide information, documentation, configuration details, credentials, or access to you or your new supplier is not included in our standard Services, and is chargeable at our current rates set out in the Schedule of Fees, in addition to any Charges otherwise owing under this Agreement. 

Where we use a third-party management platform to configure, monitor, or manage devices on your behalf (for example, GWN.Cloud, used to manage Grandstream network hardware), we will, on request and subject to the charges referred to above, transfer administration of that platform, or of the devices registered to it, to you or your new supplier. 

 

PART D — GENERAL PROVISIONS 

The following provisions apply to the Agreement as a whole. 

41. Non-Solicitation

During the term of an Agreement, and for six (6) months afterwards, neither party will, without the other’s written consent, deliberately solicit for employment or engagement any person who is, or has been, employed by the other party and involved in delivery of the Services. This does not apply where a person responds to a genuinely open, publicly advertised role. 

42. Assignment

You may not transfer or assign your rights or obligations under an Agreement without our prior written consent, which will not be unreasonably withheld. We may assign our rights and obligations under an Agreement. 

43. Dispute Resolution

If you are dissatisfied with an invoice or wish to discuss any aspect of payment, please contact us immediately. Any invoice dispute must be raised and substantiated in writing within 14 days of receipt of the relevant invoice, and you must pay all undisputed amounts by their due date. 

The parties will use best endeavours to resolve any dispute arising under an Agreement as follows: 

• a party must notify the other in writing if it considers a matter to be in dispute; 

• the parties will attempt to resolve the dispute through direct negotiation, including, for billing disputes, using best endeavours to do so within 60 days of the dispute being raised; 

• if unresolved within 20 business days of being referred, the parties will refer the dispute to mediation or another agreed form of alternative dispute resolution, conducted by a single mediator agreed between the parties (or, failing agreement, appointed by a recognised mediation body), with each party bearing its own costs of mediation. 

Each party will continue to perform its obligations under the Agreement so far as practicable while a dispute is ongoing. Neither party will commence court action in relation to a dispute until this process has been followed, unless court action is necessary to preserve a party’s rights. 

44. Notices

A notice is validly given if in writing (including email) and sent to the relevant party’s address or email as recorded in the Agreement or subsequently notified in writing. A notice is deemed received: on the second working day after posting, if sent by mail; on personal delivery, if given by hand; and when transmitted, if sent by email with no indication of incomplete transmission — provided that a notice given by hand or email after 5:00pm on a working day, or on a non-working day, is deemed received at 9:00am on the next working day. An email sent from a party’s own email domain, identifying the sender, is treated as “signed” by that person for the purposes of an Agreement. 

45. General

Waiver: if a party breaches an Agreement and the other party does not immediately enforce its rights, this does not release the breaching party from its obligations, and does not prevent the other party from later exercising its rights arising from that breach. Any waiver must be in writing and signed by an authorised representative to be effective beyond this. 

Severability: if any provision of these Terms is found invalid or unenforceable, the remaining provisions continue in full force. 

Entire agreement: these Terms, together with the Schedule of Fees and any accepted order or SOW, constitute the entire agreement between the parties and supersede all prior representations or understandings, whether made in person, over the phone, or otherwise. In the event of inconsistency with an order or other arrangement, these Terms prevail unless we agree otherwise in writing. 

46. Governing Law, Currency and Time

This Agreement is governed by, and construed in accordance with, the laws of New Zealand, and both parties submit to the exclusive jurisdiction of the courts of New Zealand. All money referred to in this Agreement is in New Zealand dollars unless otherwise stated in writing. Dates and times referred to in this Agreement are in New Zealand Standard Time. 

47. Contact

Head Office: 07 985 5110 

Accounts: accounts@jvsystems.co.nz 

Other enquiries: helpdesk@jvsystems.co.nz