Terms of trade

1 | This agreement
This agreement represents the full understanding between Sidebar Ltd ("we", "us", "our") and the party requesting or using our services ("you", "your"). It replaces all previous discussions or agreements, whether written or verbal.

In this agreement:

• Headings are for convenience and don’t affect interpretation.
• References to a party or person include any type of entity and their successors, assigns, and representatives.

• Singular terms include the plural, and vice versa.
• "Includes" means includes without limitation.
• Amounts are in New Zealand Dollars and exclude taxes and duties.
• Each schedule, annexure, or attachment is part of this agreement.

If there’s a conflict between the service agreement and these terms of trade,
the service agreement will take priority.

‍
2 | Services
We will provide our services with the skill, care, and attention expected of an experienced provider in New Zealand. If, at any time, we are unable or likely to be unable to provide any of the services, we will notify you immediately. If the provision of any part of our services is delayed due to factors beyond our control, or if you request additional services, you will allow us reasonable extra time to complete the work. Additional services will be charged at our standard rates unless stated otherwise in the service agreement. You will provide any data or information we reasonably need to perform the services, at your cost.

‍

3 | Payment and fees
The fees and rates for our services are set out in the service agreement. You must pay the invoiced amount within 15 days of receiving the invoice, unless stated otherwise. Any additional expenses we incur while providing services will be invoiced to you, with a 20% surcharge. If any amount is overdue, your services will be suspended and you will be charged interest at a rate of 20% per year, calculated daily. You will also be responsible for any costs we incur in recovering overdue payments.

‍
4 | Term and termination
This agreement is in effect while you are using our services, and they apply from the moment the services are provisioned and continue on a month-to-month basis unless terminated by either party as outlined in this agreement. You may terminate this agreement by giving us at least thirty days' written notice and paying the fees due for the remainder of the current term, along with any other amounts owed to us. Terminations take effect at the end of the month following your request. We can terminate this agreement or suspend our services at our discretion if: [a] you are more than fourteen days overdue on payment, unless you dispute the invoice in writing within three days of receiving it; [b] you fail to fix any breach of this agreement (that can be fixed) within fourteen days after we notify you in writing; [c] you breach any provision of this agreement that we believe cannot be fixed; [d] you do something that harms your reputation and could damage our own; [e] you enter liquidation, have a receiver appointed, go bankrupt, or enter into an arrangement with creditors. Termination or expiry of this agreement does not affect any rights or remedies either party has accrued before the termination or expiry.

‍

5 | Indemnity
Both parties agree to indemnify the other party, including its officers, employees, and agents, against any loss, damage, claim, action, or expense arising from: [a] a breach of this agreement by the indemnifying party; [b] inaccurate materials or information provided by the indemnifying party; or [c] the use of materials or information provided by the indemnifying party that infringes on third-party rights or violates any laws.

‍

6 | Liability
We shall not be liable for any loss, damage, claim, action, or expense arising from the performance of our services, unless you provide written notice of the claim within three months of the event occurring. Our total liability for all claims will be limited to the total amount you have paid us in the three months immediately before the claim.

‍
7 | Confidentiality
Confidential information includes all data and information shared between the parties under this agreement. It does not include information that: [a] is already public or later becomes public through no breach of this agreement; [b] was known to the recipient before receiving it; [c] is received lawfully from a third party with the right to disclose it; or [d] is disclosed due to a legal requirement or court order. Both parties agree to use confidential information solely to fulfil their obligations under this agreement. Neither party may disclose it to any third party or use it for other purposes without prior written consent from the other party. Confidential information remains the property of the party that provided it and must be returned when this agreement ends or expires.

‍

8 | Privacy
We acknowledge our obligation to comply with the information privacy principles outlined in the Privacy Act 2020, any applicable codes of practice approved under that Act, and our privacy policy, which can be viewed on our website.

‍

9 | Intellectual property
Intellectual property refers to all intellectual property rights, including copyrights, patents, trademarks, design rights, trade secrets, domain names, know-how, and similar rights, whether registered or not, and any applications to register them. Project intellectual property refers to any intellectual property created, developed, discovered, or acquired by the parties under this agreement. We will own all project intellectual property. If you believe that any part of the project intellectual property should be owned by you, you must notify us in writing before we deliver any services. If we agree, the project intellectual property specified in the notice will be owned by you. This agreement does not transfer any intellectual property rights to the other party.

‍
10 | Notices
Any notice we send you will be by email to the last known email address we have on file. If your contact details change, you must notify us as soon as possible. Any notices you send to us must be emailed to team@sidebar.co.nz. A notice or document is considered delivered on the business day after it is sent. If a notice is sent after 5pm or on a non-business day, it will be considered delivered at 9am on the next business day.

‍

11 | Dispute resolution
If a dispute arises between the parties about this agreement, the parties agree to: [a] Negotiate in good faith to find a commercially acceptable solution; [b] If no solution is reached within fourteen days of notifying the dispute in writing, refer the dispute to mediation within another fourteen days (or a longer period if agreed); [c] If the parties cannot agree on a mediator, one will be appointed by the President of the New Zealand Law Society at the request of either party; and [d] While the dispute remains unresolved, the parties agree to continue fulfilling the agreement as much as possible, given the nature of the dispute. These dispute resolution steps do not apply to disputes about payment for our services.

‍

12 | Force majeure
Neither party will be liable for any delay or failure to perform its obligations under this agreement if the delay or failure is due to reasons beyond its reasonable control, including force majeure, acts of God, or government actions. In such cases, performance will be suspended for as long as the event prevents the affected party from fulfilling its obligations. This clause does not apply to payment obligations.

‍
13 | Severability
If any part of this agreement is found to be invalid or unenforceable, it will be modified, if possible, to make it valid and enforceable. If that’s not possible, the invalid or unenforceable part will be removed, but the rest of the agreement will remain in effect.

‍
14 | General
Any changes to the terms of this agreement must be in writing and agreed to by both parties.

We may hire other parties to perform work or provide services on our behalf.

We may work for or accept retainers from other parties, even if they compete with your business.

You agree not to directly or indirectly solicit or hire any of our employees during the term of this agreement and for six months after it ends.

If we don’t enforce any terms or use our rights under this agreement, it doesn’t mean we’ve waived those rights.

You cannot assign or transfer your rights under this agreement without our prior written consent.

This agreement is governed by New Zealand law, and any disputes related to it will be resolved in the courts or tribunals of New Zealand.

These terms were last updated on 20th January 2025.