Terms of Engagement

Our Relationship with You
1. We will perform the Services using reasonable skill and care.
2. We will provide the Services to you as an independent contractor and not as your employee, agent, partner or joint venturer. Neither you nor we have any right, power or authority to bind the other.
3. We may subcontract portions of the Services to other service providers, who may deal with you directly. Nevertheless, we alone will be responsible to you for the performance of the Services, and our other obligations under this Agreement.
4. We will not assume any management responsibilities in connection with the Services. We will not be responsible for the use of the system once implemented.
5. We may receive commission or rebates from 3rd party software providers as a result of recommending the implementation of their products. We will use our best endeavours to advise you of this where applicable and not be biased when providing independent advice.

Your Responsibilities
6. You shall assign a qualified person to oversee the Services. You are responsible for all management decisions relating to the Services, the use or implementation of the output of the Services and for determining whether the Services are appropriate for your purposes.
7. You shall be responsible for your personnel’s compliance with your obligations under this Agreement.

Limitations
8. We take no responsibility for any loss caused as a result of bugs or defects introduced into a client system by a 3rd party software provider who we may or may not be agents for
9. You (and any others for whom Services are provided) may not recover from us, in contract or tort, under statute or otherwise, any amount with respect to any loss of profit, data or goodwill, or any indirect or consequential costs, loss or damage in connection with claims arising out of this Agreement or otherwise relating to the Services, whether or not the likelihood of such loss or damage was contemplated.
10. (a) If any legislative provision prohibits or otherwise precludes the restriction, modification or exclusion of any statutory condition, warranty, guarantee, right, remedy or other benefit, Sections 9, 10 and 11 herein do not restrict, modify or exclude it. Unless prohibited by law, no term, condition or warranty is implied except as expressly provided in this Agreement.
(b) An amount of a claim by You or anyone claiming through You, for breach of this contract or any relevant duty is limited to the supply of the Services again or a refund of Fees and Expenses.
(c) If our liability is not limited by any means, You (and any others for whom Services are provided) may not recover from us, in contract or tort (including negligence), under statute or otherwise, aggregate damages in excess of the monetary ceiling applicable to the fees paid for the Services in connection with claims arising out of this Agreement or otherwise relating to the Services.
(d) If a term is implied into this Agreement by law, which cannot be excluded, you agree that in the event that we breach the term we may, in our absolute discretion and to the extent it is allowed by law, choose either to re-supply the Services or pay you the cost of having the Services re-supplied.
(e) Logiq Group is not responsible and has no liability for the implementation of Logiq Group’s advice to you.
11. If we are liable to you (or to any others for whom Services are provided) under this Agreement or otherwise in connection with the Services, for loss or damage (including interest and costs) to which any other persons have also contributed, our liability to you shall be several, and not joint, with such others, and shall be limited to our fair share of that total loss or damage which is agreed between us or ascribed to us by a court or tribunal of competent jurisdiction, based on our contribution to the loss and damage relative to the others’ contributions. No exclusion or limitation on the liability of other responsible persons imposed or agreed at any time shall affect any assessment of our proportionate liability hereunder, nor shall settlement of or difficulty enforcing any claim, or the death, dissolution or insolvency of any such other responsible persons or their ceasing to be liable for the loss or damage or any portion thereof, affect any such assessment.
12. The limitations in Section 10 herein will not apply to losses or damages caused by our fraud or to the extent prohibited by applicable law or professional regulations.
13. You may not make a claim or bring proceedings relating to the Services or otherwise under this Agreement against any of our subcontractors, members, shareholders, directors, officers, partners, principals or employees ("Logiq Group Persons"). You shall make any claim or bring proceedings only against us.

Indemnity
14. To the fullest extent permitted by applicable law and professional regulations, you shall indemnify us, and the Logiq Group Persons against all claims by third parties (including your affiliates and lawyers) and resulting liabilities, losses, damages, costs and expenses (including reasonable external and internal legal costs and any goods and services tax payable by us on amounts paid by you under this indemnity) incurred by us or the Logiq Group Persons which is related to, arises out of, or is in any way associated with the third party’s use of or reliance on any advice disclosed to it by or through you or at your request. You shall have no obligation hereunder to the extent that we have specifically authorized, in writing, the third party’s reliance on the advice.

Intellectual Property Rights
15. We may use data, software, designs, utilities, tools, models, systems and other methodologies and know-how (“Materials”) that we own in performing the Services. Notwithstanding the delivery of any Services, we retain all intellectual property rights in the Materials (including any improvements or knowledge developed while performing the Services), and in any process maps compiled in connection with the Services (but not Client Information reflected in them).

Confidentiality
16. Except as otherwise permitted by this Agreement, neither of us may disclose to third parties the contents of this Agreement or any information provided by or on behalf of the other that ought reasonably to be treated as confidential and/or proprietary. Either of us may, however, disclose such information to the extent that it:
(a) Is or becomes public other than through a breach of this Agreement,
(b) Is subsequently received by the recipient from a third party who, to the recipient’s knowledge, owes no obligation of confidentiality to the disclosing party with respect to that information,
(c) Was known to the recipient at the time of disclosure or is thereafter created independently,
(d) Is disclosed as necessary to enforce the recipient’s rights under this Agreement, or
(e) Must be disclosed under applicable law, legal process or professional regulations.
17. Either of us may use electronic media to correspond or transmit information and such use will not in itself constitute a breach of any confidentiality obligations under this Agreement.
18. Unless prohibited by applicable law, we may disclose Client Information to other Logiq Group Persons and third parties providing services on our behalf that may collect, use, transfer, and store or otherwise process it (collectively ‘Process’) in the various jurisdictions in which they operate either for purposes related to the provision of the Services, and/or to comply with regulatory requirements, to check conflicts, for quality, risk management and/or the provision of other administrative support services (collectively ‘Process Purposes’). We shall be responsible to you for maintaining the confidentiality of Client Information.

Data Protection
19. For the Process Purposes referred to in Section 18 above, we and other Logiq Group Persons and third parties providing services on our Behalf may Process Client Information that can be linked to specific individuals (“Personal Data”) in various jurisdictions in which we and other Logiq Group Persons and third parties providing services on our behalf operate. We will Process the Personal Data in accordance with applicable law and professional regulations including (without limitation) privacy legislation. We will require any service provider that Processes Personal Data on our behalf to adhere to such requirements. A copy of our Privacy Policy statement may be obtained on request.
20. You warrant that you have the authority to provide the Personal Data to us in connection with the performance of the Services and that the Personal Data provided to us has been processed in accordance with applicable law.

Fees and Expenses Generally
21. You shall pay our professional fees and specific expenses in connection with the Services as detailed in the applicable Schedule of Services. You shall also reimburse us for other reasonable expenses incurred in performing the Services. Our fees are exclusive of taxes or similar charges, as well as customs, duties or tariffs imposed in respect of the Services, all of which you shall pay (other than taxes imposed on our income generally). In relation to GST specifically, if our supply to you is taxable you will pay additional consideration calculated as the prevailing GST rate multiplied by our GST exclusive fees. Unless otherwise set forth in the applicable Schedule of Services, payment is due within 14 days following receipt of each of our invoices. If you direct us to issue an invoice to another party, you shall remain responsible for payment until our invoice is paid in full. We may charge interest on invoices which are not paid when due at the applicable IRD Benchmark UOMI Interest Rate as applied to payment shortfalls from the due date to the date we receive payment.
22. We may charge additional professional fees if events beyond our control (including your acts or omissions) affect our ability to perform the Services as originally planned or if you ask us to perform additional tasks.
23. If we are required by applicable law, legal process or government action to produce information or personnel as witnesses with respect to the Services or this Agreement, you shall reimburse us for any professional time and expenses (including reasonable external and internal legal costs) incurred to respond to the request, unless we are a party to the proceeding or the subject of the investigation.

Force Majeure
24. Neither you nor we shall be liable for breach of this Agreement (other than payment obligations) caused by circumstances beyond your or our reasonable control.

Term and Termination
25. This Agreement applies to the Services performed during the Service Period.
26. This Agreement shall terminate on the completion of the Service Period or at any time by mutual agreement. In addition, we may terminate this Agreement, or any particular Services, immediately upon written notice to you if we reasonably determine that we can no longer provide the Services in accordance with applicable law or professional obligations.
27. You shall pay us for all work-in-progress, Services already performed, and expenses incurred by us up to and including the effective date of the termination of this Agreement.
28. Our respective confidentiality obligations under this Agreement shall continue for a period of three years following the termination of this Agreement. The other provisions of this Agreement that give either of us rights or obligations beyond its termination shall continue indefinitely following the termination of this Agreement.

Assignment
29. Neither party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other party. However, either party may, in connection with a sale, transfer or restructuring of all or substantially all of its business (whether by way of share sale, asset sale or otherwise), assign or transfer this Agreement in whole or in part to the purchaser or successor entity without consent. Upon such assignment or transfer, any reference in this Agreement to the assigning party shall be deemed to refer to the purchaser or successor entity, and all rights and obligations of the assigning party under this Agreement shall vest in and be assumed by that purchaser or successor entity.

Governing Law and Dispute Resolution
30. This Agreement, and any non-contractual matters or obligations arising out of this Agreement or the Services shall be governed by, and construed in accordance with, the laws of New Zealand. We both agree and irrevocably submit to the exclusive jurisdiction of the applicable state.
31. If there is a dispute relating to the Services or this Agreement, the parties must submit the dispute to mediation before having recourse to any other dispute resolution process. Written notice of the dispute will be given for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree, by NZ disputes tribunal service of Department of Justice or appropriate persons appointed by Logiq Group.). The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the Logiq Group Mediation Guidelines to the extent that they do not conflict with the provisions of this Section. If the dispute is not resolved within 60 days after notice of the dispute, the mediation will terminate unless the parties otherwise agree.

Excluded Services
32. Despite anything indicated to the contrary and for the avoidance of doubt, our Services specifically exclude the following:
(a) Independent audit of your financial statements
(b) Review of your primary source documents
(c) Legal advice or representation
(d) Investment or personal advice in relation to financial products
(e) Tax or financial advice
(f) Provision and maintenance of computer or server related hardware, unless specifically advised otherwise

Miscellaneous
33. This Agreement constitutes the entire agreement between us as to the Services and the other matters it covers, and supersedes all prior agreements, understandings and representations with respect thereto, including any confidentiality agreements previously delivered.
34. Both of us may execute this Agreement (including Schedule of Services), as well as any modifications to it by electronic means and each of us may sign a different copy of the same document. Both of us must agree in writing to modify this Agreement or any Schedule of Services hereunder.
35. Each of us represents that the person signing this Agreement and any Schedule of Services hereunder on its behalf is expressly authorized to execute them and to bind each of us to their terms. You represent that your affiliates and any others for whom Services are performed shall be bound by the terms of this Agreement and the applicable Schedule of Services.
36. You agree that we may, subject to professional obligations, act for other clients, including your competitors.
37. If any provision of this Agreement (in whole or part) is held to be illegal, invalid or otherwise unenforceable, the other provisions shall remain in full force and effect.
38. If there is any inconsistency between provisions in different parts of this Agreement, those parts shall have precedence as follows (unless expressly agreed otherwise): (a) the Terms of Engagement Letter, (b) the applicable Schedule of Services and any annexes thereto, (c) these General Terms and Conditions, and (d) other annexes to this Agreement.
39. Neither of us may use or reference the other’s name, logos or trademarks without its prior written consent, provided that we may use your name publicly to identify you as a client in connection with specific Services or otherwise.
40. The limitations in Sections 8 to 11 and Section 13 and the provisions of Sections 14, 18, 19, and 33 are intended to benefit the Logiq Group Persons, who shall be entitled to enforce them.
41. We are committed to ensuring the health and safety of Logiq Group Persons. To this end, we expect that you will:
(a) Ensure that your premises are safe for Logiq Group Persons who may attend your premises;
(b) Provide Logiq Group Persons who visit your premises or perform work at your premises with:
i. Any site induction under your policies;
ii. Any information about hazards or risks to health and safety; and
iii. Details of any emergency plans and procedures (including evacuation plans) relating to the premises.