Gorilla Technology Standard Terms

Independent Consultant:
Subject to the terms and conditions of this Agreement, The Client hereby engages Gorilla Technology Ltd as an independent consultant to perform the services set forth herein, and Gorilla Technology Ltd hereby accepts such engagement. For the duration of the Gorilla Service Program contract, Gorilla Technology maintains exclusive administrative access to the systems it is responsible for. Gorilla will work in good faith with providers of Managed Detect Respond so that the interoperability of Gorilla and the provider assure the desire outcomes for our mutual clients.

Payment Terms:
Payment for third party products and services is due prior to delivery. Where Gorilla Technology Ltd purchase arrangements dictate, payment may be required with order. Payment for services under the scheme known as Gorilla Services Program is required in the month prior to those services being delivered. Payment for all other invoices is due upon invoice. Overdue payments may incur interest at a rate compounding at 1.5% per month since the due date of the invoice. Disbursements (if any) will be charged as they are incurred and appear with the Services Invoice.

Subscriptions:
Subscriptions and other items with recurring fees may be subject to price increases up to once annually. Price increases of up to 7% per annum from date of purchase will be advised in advance and the client will have a 7-day right to decline the change which may lead to ongoing access to the product or service being cancelled. Higher price increases whether due to currency fluctuations or increased product or service cost will require client approval.

Price Changes:
The client understands and agrees that the price on any Statement of Work, for third party products, was valid at the time of quotation.
Gorilla Technology Ltd will notify the client as soon as practical if a supplier price increase will mean a price increase to the client. The client may then, at his option, cancel the product so notified by providing within 3 business days written notice of cancellation to Gorilla Technology Ltd. If the client fails to notify Gorilla Technology Ltd of the cancellation, upon notice of the price increase within 3 business, days Gorilla Technology Ltd may proceed to purchase the goods at the increased supplier price, and the client shall be required to pay the increased price as provided herein.
It is agreed that the actions herein are specific to the items included in the supplier price increase notification only. All other items on the Statement of Work that are not subject to a supplier price increase remain as originally agreed.

Inventions:
Any and all inventions, discoveries, developments and innovations conceived by Gorilla Technology Ltd prior to or during the term of this Agreement and utilised by Gorilla Technology Ltd in rendering duties to The Client remain the property of Gorilla Technology and are hereby licensed to The Client for use in its operations while this agreement is in force.

Software Development:
Where this Statement of Work covers software developed for use by other than Gorilla Technology, it will mean a license to use said software. The license to use will be granted to The Client for the period of the subscription or whilst the client remains subscribed to the Gorilla Service Programme (whichever ends first). The license does not permit the client to own the software in any form and therefore cannot modify or sell the software or include it or any part of it in any other entity. The license does not entitle The Client to upgrades or support. The only situation where any of these terms may not apply is where the Statement of work clearly states otherwise.

Conflicts of Interest; Non-Hire Provision:
During this agreement and for a period of two years following any termination, Gorilla Technology Ltd, The Client and companies associated with The Client’s Directors shall not, directly or indirectly, hire, solicit, or encourage to leave each other’s employment, any employee (or consultant), or directly or indirectly hire any such employee (or consultant) who has left each other’s employment or contractual engagement within two years of such employment or engagement. This provision shall remain in force for two years following the termination of this agreement.

Termination:
Either party may terminate Statement of Work Agreements (except Gorilla Service Programme) at any time by giving 5 working days written notice to the other party. Termination of the Gorilla Service Programme before the end of the contractual term is only acceptable for cause by breach of agreement and this requires 90 days written notification. Either party is not able to terminate the Gorilla Service program for reasons other than material breach of agreement.

Successors and Assigns:
All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

Choice of Law:
The laws of New Zealand shall govern the validity of this Agreement, the construction of its terms, and the interpretation of the rights and duties of the parties hereto.

Purchasing Services in Advance:
Where a client purchases services in advance from Gorilla those must be used within 12-months otherwise they will be forfeited.

Arbitration:
Any controversies arising out of the terms of this Agreement or its interpretation shall be settled in Auckland by a Senior member of the New Zealand Computer Society, which the Society shall appoint, in accordance with the rules of the Society, and the judgment upon award may be entered in any court having jurisdiction thereof. Fees incurred by the Society in rendering that service shall be shared by Gorilla Technology Ltd and The Client.

Waiver:
Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

Assignment:
Neither party shall assign any rights under this Agreement, without the prior written consent of the other.

Term:
This engagement shall commence upon execution of this Agreement and shall continue in full force until mutual agreed completion or termination. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.

Limitation of Liability:
The Client acknowledges that Gorilla Technology Ltd’s performance of this agreement requires it to make judgments which may be affected by factors, which cannot be precisely assessed, and that it must make value judgments relying on information which The Client and other organisations supply to it. Therefore, it is agreed that neither Gorilla Technology Ltd nor any of its agents or personnel will be liable (whether in tort (including negligence), contract, equity or otherwise) for any loss or damage whatsoever to The Client or any other person, arising from Gorilla Technology Ltd’s provision of services and materials, other than as a direct result of any gross negligence, bad faith or wilful default by Gorilla Technology Ltd or any of its agents or personnel, in which case Gorilla Technology Ltd’s liability shall be limited (subject as set out below) to the direct and foreseeable consequences of such negligence, bad faith or wilful default and shall not extend to any indirect or consequential losses, or loss of profits or anticipated savings.
Gorilla Technology Ltd’s total aggregate liability in respect of all claims, whether in contract, tort (including negligence), equity or otherwise, under or in respect of this agreement and/or the services or materials supplied by Gorilla Technology Ltd, shall not exceed the amount of the service charges (that is, excluding all hardware related charges) payable under this agreement for the three most recent months, prior to the event giving rise to such liability, during which services were provided.

Force Majeure:
Neither party will be liable for any act, omission, or failure to fulfil its obligations (other than to pay money) under this agreement arising from any cause reasonably beyond its control, including acts of God, strikes, lockouts, riots, acts of war, epidemics, governmental action after the date of this agreement, fire, communication line failures, power failures, earthquakes or other disasters (called “Force Majeure”).
The party unable to perform due to Force Majeure will immediately:
– notify the other in writing of the reasons for its failure to fulfil its obligations and the effect of such failure;
– use all reasonable endeavours to avoid or remove the cause and perform its obligations, and will promptly perform its obligations upon abatement of the Force Majeure.

GST Exclusion:
Unless otherwise stated, all prices listed are exclusive of Goods and Services Tax (GST). GST will be added to the total invoice amount at the applicable rate as mandated by the New Zealand Inland Revenue Department, unless exempted by law. Exemptions may apply in cases where goods and services are fully exported and not delivered within New Zealand, as per guidance from the New Zealand Inland Revenue Department.

Copyright:
Gorilla Technology Ltd will retain the copyright of any report that we prepare, of any software we develop, of any photographs, and of any diagrams we produce.