1. "Contract" refers to the agreement including the terms and conditions outlined herein, alongside any supplementary documents such as quotations, orders, invoices, or amendments explicitly referenced as an addon to this agreement.
2. "Supplier" means the entity identified as Logic Lab Limited, including its successors and assigns.
3. "Customer" pertains to the individual(s) or entities, or any authorised representative acting on behalf of the Customer with the necessary authority, seeking services from Logic Lab Limited as defined in any proposal, quotation, order, invoice, or related documentation.
4. "Goods" includes all items supplied by Logic Lab Limited to the Customer, including, but not limited to physical products (such as parts, materials, or consumables) or services (such as software engineering, support, hosting or consulting) as requested by the customer. Where appropriate, the terms 'Goods' or 'Services' may be used interchangeably.

1. Any instructions received by Logic Lab Limited from the Customer for the supply of goods and/or services shall constitute acceptance of the terms & conditions contained herein, and the Customer is immediately bound, jointly and severally, by these terms.

1. The Customer must provide Logic Lab Limited with no less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other alterations to the Customer’s details, including, but not limited to changes in the Customer’s name, address, contact phone, change of trustees, or business practices.
2. The Customer shall be held accountable for any losses incurred by Logic Lab Limited due to the Customer’s failure to adhere to this clause.

1. Quotes and estimates may be given and will be clearly labelled. If a quote is accepted, the work will be completed for that price, unless Logic Lab Limited and the customer agree to modify it.
2. Estimates are subject to change and can be exceeded by up to 20% of the original estimate before Logic Lab Limited is required to clarify with the Customer.
3. The price quoted by Logic Lab Limited shall remain valid for the period stated in the quotation or, if not stated, for a duration of thirty (30) days.
4. Logic Lab Limited reserves the right to require an upfront deposit for products, ranging from 20% - 50%, or as mutually agreed before commencing any work or providing any products.
5. Logic Lab Limited reserves the right to invoice progress payments.

1. Logic Lab Limited retains the right to adjust the price in case of increases in the cost of labour or materials beyond the Supplier's control, including, but not limited to, fluctuations in foreign currency exchange rates affecting overseas transactions, international freight, and insurance charges.
2. The Customer must respond to any variation submitted by Logic Lab Limited within five (5) working days.
3. Logic Lab Limited will stop work until the customer has agreed in writing to the variation.
4. Payment for all variations must be settled in full upon completion.
5. Logic Lab Limited may, at its sole discretion, require a non-refundable variation deposit.

The Price shall be payable by the Customer on dates determined by Logic Lab Limited, which may include progress payments as decided by Logic Lab Limited.

1. Unless otherwise specified, the Price given does not include GST.

1. In instances where Logic Lab Limited is required to provide urgent services, necessitating Logic Lab Limited’s staff to work outside normal business hours, including but not limited to working through weekends, and/or public holidays, Logic Lab Limited reserves the right to levy additional labour costs, subject to penalty rates, unless otherwise agreed between Logic Lab Limited and the Customer.

1. All payments are due 20^th of the month following the invoice date unless otherwise arranged in advance and confirmed in writing.

1. If the Customer fails to make payment by the due date, the Customer shall be liable to pay Logic Lab Limited interest on overdue invoices accrued daily from the due date of payment until the date of payment at a rate of two and a half per cent (2.5%) per calendar month, and may compound monthly at the supplier's discretion, and shall accrue after as well as before judgment.
2. All expenses, including collection costs from obtaining the services of a debt collection company, and/or legal fees in relation to any overdue amount, will be added to the Customer's account and you the Customer are liable for its payment.
3. In addition to any other rights or remedies available under this contract, if a Customer's payment to Logic Lab Limited is reversed after being made, the Customer shall be liable for the reversed transaction amount and any additional costs incurred by Logic Lab Limited provided it can be proven.

1. The Customer and Logic Lab Limited shall adhere to all statutes, regulations, and bylaws of government, local, and other public authorities relevant to the services and products it provides within the governance of New Zealand.
2. Additionally, the services will be provided in accordance with any current relevant New Zealand Standards.

1. Logic Lab Limited shall not be held liable for any loss or damage incurred by the Customer due to late Delivery.
2. Logic Lab Limited is not liable for any defect or damage which may be caused or partly caused by or arise through failure on the part of the Customer to follow any instructions or guidelines provided by Logic Lab Limited.
3. Logic Lab Limited is not responsible for issues caused by products brought in by the Customer.
4. Except in the event of wilful default or dishonesty by Logic Lab Limited, the Customer indemnifies and saves harmless Logic Lab Limited from and against all actions, claims, demands, losses, costs, damages and expenses (including, without limitation, reasonable legal costs on a solicitor-client basis) incurred by Logic Lab Limited as a direct or indirect result of performing the services.
5. Logic Lab Limited may elect to subcontract out any part of the services, but shall not be relieved from any liability or obligation under this contract by doing so.
6. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of Logic Lab Limited subcontractors without the authority of Logic Lab Limited.

1. The Customer agrees that Logic Lab Limited may amend these Terms and Conditions from time to time. Changes will be notified either by emailing the customer, or posting changes to Logic Labs LinkedIn page, email signatures or other electronic means or in-person.
2. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for Logic Lab Limited to provide goods and/or services to the Customer.

1. Shall be transferred to the Customer upon full payment of the Price unless otherwise agreed upon by both parties.
2. Both parties commit to adhering to the provisions outlined in the Privacy Act 2020 and any associated legislation concerning the terms and responsibilities of this Agreement. The Customer bears full responsibility for ensuring that the use of the Software complies with the Privacy Act 2020. Logic Lab Limited disclaims any liability for any actual or alleged infringement thereof.
3. The source code of our software and application may be protected under copyright law, while concepts and inventions related to software may be subject to patent protection. As per Copyright Law, computer programs are classified as literary works and are thereby safeguarded under copyright regulations.
4. Experimental work, initial sketches, prototypes, and other creative materials, including intermediate and final products, shall remain the property of Logic Lab Limited unless explicitly designated and accounted for within the agreed-upon price. You are prohibited from utilising any proposals or concepts provided by us for content, medium, layout, or presentation until payment has been rendered. Unless specified for promotional use by Logic Lab Limited, all services rendered are exclusively for your designated purposes.
5. No party shall transfer any rights or obligations outlined in this agreement without obtaining prior consent from the other party.

1. Ownership of the goods supplied as part of this service is retained by Logic Lab Limited until payment in full for the goods and/or services supplied is received.
2. The Customer shall hold the goods for Logic Lab Limited as a fiduciary owner, notwithstanding any period of credit allowed by Logic Lab Limited.
3. Upon default of any payment due by the Customer to the Logic Lab Limited or, either before or after any period of the credit expires, upon the Customer becoming insolvent or having a receiver appointed or going into liquidation, Logic Lab Limited may enter the premises where the goods are kept and recover possession of the goods subject to the Credit Contracts and Consumer Finance Act 2003.

1. Upon agreeing to these terms and conditions in writing the Customer acknowledges and agrees that; these terms and conditions constitute a security agreement for the purposes of the PPSA, and a security interest is taken in all Goods/Equipment that have previously been supplied and that will be supplied in the future by Logic Lab Limited to the Customer, and the proceeds from such Goods/Equipment.
2. The Customer undertakes to; sign any further documents and/or provide any further information, such information to be complete, accurate and up to date in all respects - which Logic Lab Limited may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register; indemnify, and upon demand reimburse, Logic Lab Limited for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods/Equipment charged thereby not registering, or permitting to be registered, a financing statement or a financing change statement in relation to the Goods/Equipment or the proceeds of such Goods/Equipment in favour of a third party without the prior written consent of the supplier; and immediately advise Logic Lab Limited of any material change in its business practices of selling Goods which would result in a change in the nature of proceeds derived from such sales.
3. Logic Lab Limited and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
4. The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.
5. Unless otherwise agreed to in writing by Logic Lab Limited, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
6. The Customer shall unconditionally ratify any actions taken by Logic Lab Limited under clauses 16.1 to 16.5.
7. Subject to any express provisions to the contrary (including those contained in this clause 16), nothing in these Terms and Conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

1. Without prejudice to any other remedies available, if the Customer breaches any obligation, including payment obligations, under these Terms and Conditions, Logic Lab Limited may suspend or terminate the supply of services.
2. Logic Lab Limited shall not be liable to the Customer for any loss or damage resulting from the exercise of its rights under this clause.
3. Logic Lab Limited reserves the right to cancel any contract or Delivery of Goods and Services by providing written notice to the Customer before the Goods and Services are due for delivery.
4. Upon such notice, Logic Lab Limited shall refund any money paid by the Customer for the goods or services not supplied/completed.
5. Logic Lab Limited shall not be liable for any loss or damage arising from such cancellation.
6. If the Customer cancels delivery of the Goods and Services, the Customer shall be liable to pay for any materials and services supplied before the cancellation or any losses incurred by Logic Lab Limited as a direct consequence of the cancellation.

1. Subject always to the provisions of the Privacy Act 2020, the Customer permits Logic Lab Limited to collect, use and retain information concerning the Customer, for the purpose of assessing the Customer's creditworthiness or to enforce any rights under these terms and conditions and any contract or proposal supplied to the Customer.
2. The Customer permits Logic Lab Limited to disclose information obtained to any person for the purposes set out in clause (17.1) of this section.
3. Where the Customer is an individual, the authorities granted under this clause constitute authorities or consents for the purposes of the Privacy Act 2020. The Customer has the right to request from Logic Lab Limited, via email, a copy of the personal information retained by Logic Lab Limited and to request correction of any incorrect personal information.
4. Logic Lab Limited must ensure that all employees or agents to whom the Customers confidential information is disclosed are legally bound to keep the Customers confidential information confidential.
5. Logic Lab Limited will dispose of personal information upon the Customer’s request, made via email, or if it is no longer necessary, except when required to fulfil the obligations of this contract.
6. The Customers can lodge privacy complaints by contacting Logic Lab Limited via email. Logic Lab Limited will respond to such complaints within seven working (7) days of receipt and will endeavour to reach a decision within twenty working (20) days of receiving the complaint. If the Customer remains unsatisfied with the resolution provided, they may escalate the complaint to the Privacy Commissioner at http://www.privacy.org.nz.

1. Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein shall be submitted to and settled by mediation before resorting to any external dispute resolution mechanisms, including arbitration or court proceedings, by notifying the other party in writing setting out the reason for the dispute.
2. Should mediation fail to resolve the dispute; the parties shall be free to pursue other dispute-resolution avenues.
3. The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision.

1. If any of these Terms and Conditions are held to be invalid, void, unenforceable or illegal for any reason, such provision shall be deemed to be severed from these Terms and Conditions and the remaining Terms and Conditions shall continue in full force.
2. These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.

1. Neither party shall be liable for any default due to any act of nature, war, terrorism, strike, lock-out, industrial action, fire, national or global pandemics, and/or the implementation of regulations, directions, rules, or measures being enforced by Governments or embargo, including but not limited to, any Government-imposed border lockdowns (including, worldwide destination ports), etc. (“Force Majeure”) or other events beyond the reasonable control of either party.

1. The Customer warrants that they have the power to enter into this Contract, that they are not insolvent, and that this Contract creates binding and valid legal obligations on them.