IN CONSIDERATION OF the matters described above and of the mutual benefits set forth in this agreement, the Client and the Developer(individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

1. .Definitions
   1. Software means the completed set of programs, procedures and routines that meets the functionality defined in the Scope of Work.
   2. Bug is defined as an error, flaw or fault in the Software such that it does not work as defined in the Scope of Work or approved Variations.
   3. A Variation is a subsequent addition or modification to the agreed Scope of Work and must be defined and approved in writing.
   4. Release is when the Developer installs the Software on the required devices or servers so that the Client can begin using it.
2. .License and Services
   1. The Developer grants and the Client accepts an exclusive and transferrable/assignable license to use the Software however they see fit.
3. .Release
   1. When the Client confirms that development of the Software is completed to a stage where it is able to be used within the Clients business (excluding any minor defects which do not materially affect the intended use of the Software) the Client will approve the Software and agree a date for installation of the Software on required devices and/or servers so that the Client can begin using it (Release).
   2. From Release, the Developer will:
      1. Provide the Client and its staff with one week’s training to enable them to reasonably use the Software. 
      2. Provide 30 days of Bug fixes.
   3. Additional support for the Software following Release will be provided by the Developer to the Client at it’s standard rates for such service.
   4. The Client acknowledges that it has been advised by the Developer to run its existing systems (including but not limited to current software and hardware) and processes in parallel with the use of the Software for a reasonable time after Release (until the Client is satisfied that the Software is working correctly or a minimum of three weeks) as a precautionary measure.
4. .Intellectual Property Rights
   1. All source code developed specifically as part of the Software system by the Developer will bet he sole property of the Client upon full payment of all outstanding invoices related to the Software.
   2. The Client acknowledges that the Developer uses third party controls and code previously written for other software developments as part of the Software. The Developer grants a non-exclusive, non-transferrable right to use these technologies within the Software.
   3. In some situations, it may be necessary for the Client to acquire a license for technology used within the Software or hardware systems.  The Developer will make the Client aware of such situations (provided they are also aware of such a situation) but the Client will be fully liable for any obligations, costs or contractual breach by the use of such technologies.
   4. The Software-specific source code, system process, trademarks, trade names, copyrights, patents, registered designs and other intellectual property rights belong to the Client unless otherwise stated.
   5. In the event that new inventions, designs, techniques or processes evolve in the Developers performance of this Agreement, the Client agrees that such rights are the property of the Developer unless otherwise agreed in writing by the Developer.
5. .Scope of Works
   1. The Client acknowledges that the Developer only has to complete the Software based upon the Scope of Works and that it is the Clients responsibility to ensure that the Scope of Works provided to them by the Developer is an accurate representation of the of the required business processes that the Software is intended to be used in.
   2. Any modifications, additions or changes to the Software outside the agreed Scope of Works are considered Variations and must be made in writing. Variations will typically have an additional cost agreed in writing.
   3. It is expected that after Release, the Software could require minor modifications as part of the development process. The Developer has already allocated time for such work within the estimates provided. Substantial changes include any modifications to the Software that would take the Developer more than 10% of the allocated time for that section to change and are considered Variations and will be charged for.
   4. The Developer is not in any way liable for any additional costs or delays incurred if the Client has misunderstood, forgotten or neglected to inform the Developer of any defect in the design of the Scope of Works or Software. At all times the Scope of Works will be considered the Software in its totality unless a Variation applies.
   5. Any Variations or changes to the Scope of Works that are not in writing cannot be charged for by the Developer, or be expected to be included in the Release.
   6. If, during development or after Release the Client discovers that the software does not meet their needs and the Developer has followed the Clients instructions as per any accepted Scope of Works or Variations (which may also be given in email format), the Client understands that the Developer will charge for any time and materials used to make any subsequent changes and is not liable in any way for any costs, delays, impacts, or other such negative impacts on the Clients business.
6. .Development Fees
   1. The Client acknowledges that the Developer has provided quotes of the cost to complete the work required to develop the Software and that the final cost of development may be less or more than that estimated. The overall cost of the Software cannot deviate by more than 15% greater than the original quoted amount and if such a situation would occur then the Developer would incur the additional costs to complete the Software subject to clause 6.2.
   2. If the Client accepts a Scope of Works and\or subsequent Variations yet the developed work does not meet the Clients requirements, the time and cost required to correct these mistakes may result at the Developers discretion in the Developer charging the client on an hourly basis to correct.  The Client holds the Developer harmless from any costs or harm it incurs because of such a situation.
   3. The Software will be developed in segments known as modules. Each module has been estimated in the Scope of Works document attached.
   4. As the Developer writes the Software, they will record all time spent on the development. This will be invoiced to the Client on a monthly basis.
   5. As each module is completed, the Developer, at its sole discretion, will release updates to the Clients of the Software can be assessed on a regular basis and changes to the development plan can be made as needed.
   6. The Client acknowledges that they must provide written feedback to aid the development process.
   7. Any other services provided by the Developer will be charged at the Developers standard charge-out rates and on its standard terms which will be provided by the Developer upon request.
   8. Late payments will incur default interest at the rate which is 7% above the Developers bank’s commercial over draft rate, calculated daily. The Client will also be liable for the Developers costs (including legal fees on a solicitor-client basis, debt collection charges and court costs)associated with the Developer recovering outstanding monies.
   9. The Developer will have the right to pass on to the Client any price increase charged to it by a third-party vendor where such price increase directly affects the cost of the provision of the Software. In this case, the Developer will provide the Client with reasonable evidence of such price increase.
   10. The Software is partly or fully cloud-based and as such the Client will be responsible for any hosting fees associated. The Developer will provide the Client with an invoice on a regular basis to provide such hosting.  The Developer is in no way responsible for any issues or downtime arising from hosting which is almost always done by a third-party such as Microsoft Azure or Amazon Web Services.
   11. The Scope of Works attached to this contract refers to the development of the database system attached to this document with an estimated cost of between X & Y +GST subject to at most 15% variation. All invoices are subject to the Developers standard Terms & Conditions and will be invoiced monthly and due on the 20th of the following month unless agreed in writing prior. As the Developer progresses with the Software, the work performed will be invoiced as performed.
7. .Hosting, Backups and Maintenance
   1. If the application is hosted within the Clients own environment or within any external environment setup or controlled by the Client, they are fully responsible for any backups, maintenance and costs associated with the environment.
   2. Hosting provided by the Developer will be through either Microsoft Azure, Amazon Web Services or another third party notified by the Developer to the Client in writing. At no time is the Developer liable for the services provided by these third parties including but not limited to failure of the service, backup failures, costs incurred to correct and restore the hosting, malicious attack or failure of the hosting.
   3. Backups are provided by third party services that the Develop will set up and make the Client aware of.  Depending upon the maintenance section within the Scope of Works, the Developer may or may not regularly test backups.  Under any circumstance the Client holds the Developer harmless from any damage incurred to the Client or third party due to backup failure.
   4. The Client understands that software needs maintenance from time to time as recommend under the Scope of Works in order to stay functioning and secure.
   5. The Client may move hosting to any other provider it sees fit.  However, the Developer cannot guarantee compatibility or proper functioning of the Software in such circumstances.  The Developer is not liable for any costs incurred to move the Software to another hosting environment.
   6. The Developer will provide sufficient security within the code to reduce any risk of malicious use or attack of the Software.  The Client acknowledges in order to maximize the Software’s ability to defend itself, regular maintenance and updates must be done and the Client needs to have their own policy around securing the Software with its staff, contractors and clients.
   7. The Developer is not responsible for any damages or losses the Client incurs due to malicious attack that may come from the Clients own internal staff or any other third party under any circumstances.
   8. The Client acknowledges that the Developer has recommended the use of multi factor authentication systems which, where possible, will be built into the Software.
8. .Termination
   1. This Agreement may be terminated:
      1. By the Developer, if the Client:
         1. has a petition presented, or an order made, or an effective resolution passed, or analogous proceedings are taken for its liquidation or winding up (except for the purpose of solvent reconstruction, re-organization or amalgamation);
         2. has a receiver, liquidator or similar entity has take possession of, or be appointed with respect to all, or any part of its business, assets or undertaking; or
         3. ceases, or threatens to cease to carry on its business or making an assignment for the benefit of creditors or entering into any general arrangements or composition with, or for the benefits of its creditors;
         4. is in arrears in respect of any payment due under this Agreement for a period of more than 14 days.
      2. If any breach of this Agreement remains un-remedied after 14 days of one Party advising the other Party of the breach;
   2. Upon termination, all amounts owed by the Client to the Developer become due and payable.
9. .Confidential Information
   1. Under this Agreement, confidential information includes all information provided by one Party to the other in connection with this Agreement and the development of the Software where such information is identified as confidential at the time of its disclosure or ought reasonably to be considered confidential based on its content, nature or the manner of its disclosure but excludes information that is in the public domain other than through a breach of this Agreement. For the avoidance of doubt, all information relating to the Software (including its methodologies, object codes and source codes), the Developers database, and pricing is confidential information.
   2. Each Party agrees to keep Confidential Information in the strictest confidence and not to use any Confidential Information for its benefit or for any purpose other than that set out in this Agreement unless required by law.
10. .Limitation of Liability
    1. The Developer is not liable to the Client or any third party for any loss or damage whatsoever arising directly or indirectly in connection with this Agreement, the Software or the provision of support services(including loss of data or interruption of business)including, without limitation, any loss of profit, business or revenue. This exclusion of liability applies to liability in contract, tort (including negligence)and any other principle of legal liability.
    2. If the limitation of liability contained in this clause 9.1 is invalid for any reason and the Developer becomes liable for loss or damage that would otherwise have been excluded, the aggregate amount of such liability is limited to the amount of $5,000.
11. .Warranties
    1. The Developer warrants that it is the owner of any pre-existing source code used in the Software and that the rights granted to the Client under this Agreement do not infringe on the rights of any third parties.
    2. The Developer acknowledges that where third party controls or code are used that it has the right to use said code and controls within the bounds of each components license agreement and can rightfully provide such within the Software.
    3. The Client acknowledges:
       1. It is not possible, economicåçally (if at all), to produce software that is error-free or which operates in a completely uninterrupted manner; and
       2. That not all errors are capable of rectification.
12. .Assignment
    1. The Client may sell, transfer, assign, sublicense or otherwise deal the license to the Software granted to it under this Agreement without the prior written consent of the Developer (acting in its sole discretion).
13. .Force Majeure
    1. A Party will not be responsible for failure to comply with its obligations under this Agreement if any event beyond the reasonable control of a Party, provided that the Party concerned keeps the other Party closely informed in such circumstances and uses reasonable endeavors to rectify the situation.
14. .General
    1. If a provision of this Agreement is found to be invalid or unenforceable it is to be read down or severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.
    2. Each Party must at its own expense do everything reasonably necessary to this Agreement and the events contemplated by it.
    3. This Agreement is the entire agreement between the Parties about its subject matter and supersedes all other representations, arrangements or agreements.
    4. This Agreement may only be amended by a document signed by all Parties.
    5. This Agreement may be executed in counterpart copies (including emailed copies) which will be taken together to constitute one document.
    6. This Agreement is governed by the laws of New Zealand.
    7. The Client agrees that by signing this Agreement that is it also agreeing to the Developers Terms and Conditions which may be found at the Developers website.
    8. The Client acknowledges that the Developers Terms and Conditions may change from time to time.