Contract Terms

1 You will perform the Services which are set out in the Services Schedule/s or any supplement to it and you will perform them during the term, to the standards, at the times set out in that Schedule and generally with the care, competence and skill of an expert in your field or profession.

2 Where performance standards are set out in the Services Schedule/s you will at all times maintain and achieve those performance standards using proven and up-to-date practices and methods in delivering the Services.

3 You will thoroughly familiarise yourself with our client’s needs and the Services you are to give so you can deliver your contracted services efficiently and in good time.

4 You will not do anything that will cause us to breach our contract with our client and if you do, you will be held liable for all costs damages and expenses we may suffer. You will not do anything to corrupt either our, or our client’s software programs or systems. You will not copy or retain any of our, or our client’s software programs or intellectual property.

5 You will sign any confidentiality documents or binding covenants we or our client may require covering our client’s or our own intellectual property, trade secrets, know how or methods.

6 In addition to signing any document under clause 5 you will generally treat all our information including our intellectual property and our client’s information and their intellectual property as our or their property and strictly confidential.

7 If at any time during the course of any agreement or in performing Services assigned to you by us, you make, discover or participate in the making or discovering of any invention which includes all intellectual property in any invention or improvement upon or in addition to an invention (“the Invention”) which is applicable to the business of KTD or its clients, you agree:

a to promptly disclose details of the Invention to us;
b that the Invention and the intellectual property rights in it shall be the absolute property of and shall vest in us;
c at the cost of KTD, to give and supply all such information (including but without limitation data, algorithms and drawings) and assistance as may be necessary or required to enable us to exploit the Invention to best advantage; and
d at the cost of KTD, to execute all documents and do all things necessary or desirable for obtaining patent or other protection for the Invention in New Zealand or in any other country and/or vesting the ownership of the Invention in us or as we may direct.

8 The business of KTD is based upon its clients and its personnel. For a period of 3 months from the date of termination (for whatever reason) of any services contract it is agreed that you will not directly or indirectly, whether through a subsidiary or associated company or otherwise, in any capacity whatsoever (including but without limitation, on its or their own account, or as employee, director, partner, shareholder, contractor or agent of or for any person, firm or company) employ, canvass, solicit for employment or entice away from KTD:

a any clients of KTD with whom you have worked, directly or indirectly, during the course of any services contract;
b any employee, partner or contractor of KTD.

9 You will take instructions from any person we advise you that we have authorised to give you instructions including our client or its officers and employees but you will not change, or deliver the Services in any manner different to the Services Schedule unless we authorise you to do so in writing.

10 You must take all practicable steps to ensure our own safety while at work and that no action or inaction by you causes harm to any other person. You are expected to report to incidents, hazards or us as soon as possible any accidents that come to your attention while you are working as a contractor for us. If you have any concerns in regard to your safety or the safety of others in the workplace you must report this to management without delay.

11 You acknowledge that you are aware of and have access to the occupational health and safety policies and procedures we have established for staff while at work and also for contractors working either at our premises or visiting client premises. You will comply strictly with these policies and procedures.

12 If you fail to comply with any of the occupational health and safety policies and procedures, we may give you a warning about that or we may terminate our agreement with you depending on the seriousness of the breach of policy/procedures.

13 If you are not an New Zealand resident, before you commence the contract with us, you will provide proof that you are allowed to contract in New Zealand together with proof of and details about any other tax, GST, residency or status matters to establish that you are a sole trader contracting with us as an independent contractor. This may be in the form of a letter from the New Zealand Inland Revenue that exempts us from the obligation to make any deductions from payments due to you under this contract.

14 If you are an New Zealand resident you will provide the details referred to in paragraph 11 if we ask for them in a form acceptable to us, which establishes your status as a sole trader, and details of your GST registration.

15 If you do not complete the Services at the times and in the manner set out in this agreement and in the Services Schedule or our client reasonably rejects your Services we can cancel your contract and we can sue you for any damages we suffer. We can also cancel your contract with us if you are dishonest in relation to us or our client or, in the delivery of Services, or you show serious incompetence or inefficiency or misconduct.

16 If we lose the contract we have with our client we can give you notice of 10 days’ notice that our agreement with you is also to be cancelled. You will be paid to the date of termination.

17 You will render to us GST compliant invoices showing your GST registration number for your Services on a monthly basis.

18 You agree that you are not able to speak for us or to commit us and that your relationship with us is that of an Independent Contractor.

19 You and we agree that under this contract for services in no circumstances shall you be deemed to be an employee or agent of us. We have no obligation to pay wages, salary, bonuses, vacation allowances, holiday pay, sick pay, accident compensation, taxes or other levies, redundancy pay or any other items of remuneration to you, except as specifically provided for in this contract.

20 You will be responsible for all your own taxes and payments to any relevant authority including medical or superannuation payments but if we are held liable to make any payments or deduction or withholding because of our contract with you, you must indemnify us for all of those payments or deductions by paying the amount of them to us when we demand it. If you claim in your own accounts payment by us as being partly or wholly for technical services and we become liable to make a payment or deduction because of that, then those payments are also the subject of the indemnity. This provision and your obligations will continue to exist after the end of our contract.

21 You must pay all your own travel expenses, entertainment expenses, accommodation costs, travel costs and living expenses unless we specifically agree otherwise in writing with you.

22 You will be required to attend project / strategy related meetings at your own cost when non-client related issues are required to be discussed.

23 You must provide us with proof of delivery of the Services by submitting timesheets or other details we may ask for.


24 We will pay you promptly for the Services on receipt of your GST invoice at the rate(s) set out in the Rates Schedule.

25 The correct task/order no. must be itemised on your invoice.

26 The above payment terms will result in Kimberley Tool & Design paying your invoice before the client confirms they are happy with your work. PayPal credit will be automatically deposited once Client acceptance is only confirmed when the client payment is received. On this basis Kimberley Tool & Design reserves the right to withhold fees from subsequent invoices received from you to the value of any disputed amount until satisfactory resolution is achieved with the client.

27 We agree with you that all matters in dispute between us apart from clause 11, will be submitted to arbitration if we cannot negotiate a solution first and we agree to appoint an independent professional arbitrator or, if we do not agree, to apply the international Arbitration Amendment Act 2010.

28 We will make available our personnel to liaise with you and provide directions to enable the efficient delivery of Services under this contract.