Terms and conditions
1 Introduction
Application of terms: These are Rocket IT’s general terms and conditions of business. By requesting Products, Services and/or Customised Software to be provided by Rocket IT, you have agreed to be bound by the terms of the Agreement. You acknowledge that if any further Products, Services and/or Customised Software are requested, that these terms apply.
Authority: If you are ordering Products, Services and/or Customised Software on behalf of a company, you are representing that you have the requisite authority to enter into an agreement on behalf of that company.
2 Definitions and interpretation
Definitions: In these terms and conditions, unless the context otherwise requires, the following words have the following means:
Agreement means the agreement between you and us for the provision of particular Products, Services and/or Customised Software, which comprises these terms and conditions and either an Order Form or a Contract Document.
Commencement Date means the commencement date, start date, or delivery date specified in the applicable Order Form or Contract Document. If no such date is specified, the Commencement Date is the date we commence providing the applicable Products, Services and/or Customised Software to you.
Confidential Information means all information of a confidential nature directly or indirectly made available or exchanged between the parties to the Agreement, whether in paper form, electronically or orally, including through use of the Services or Products. Confidential Information includes any personal information provided or received, the terms of the Agreement, a party’s business information, employee, contractor and customer affairs.
Contract Document means the relevant CSP Agreement, MSP (Managed Service Plan) Agreement or Service Level Agreement incorporating these terms. An Order Form is not a Contract Document for the purposes of these terms.
Customer or Client (or you or your) means a business or individual who has purchased the Products and/or Services of Rocket IT.
Customised Software means software specifically developed for you by us.
Equipment means the computer hardware or other equipment specified in an Order Form or Contract Document.
Rocket IT (or we or our) means Rocket IT Group Limited
Normal Working Hours means 8:30 am to 5.00 pm Monday to Friday inclusive, excluding public holidays
Order Form means a form provided by Rocket IT or otherwise approved by Rocket IT and used by you to request Services and/or Products.
Product means any Equipment and/or Software that we agree in writing to provide to you.
Service Site means each site specified in the applicable Order Form and/or Contract Document at which Services will be provided.
Services means the services specified in the applicable Order Form or Contract Document.
Software means any software developed or supplied by Rocket IT but does not include Customised Software.
Interpretation: In these terms and conditions, unless the context otherwise requires:
the headings are for convenience only and have no legal effect;
the singular includes the plural and vice versa;
“including” and similar words do not imply any limit; and
words denoting any gender include all genders;
monetary references refer to New Zealand dollars.
Precedence: If there is any conflict between the terms of the Agreement, the following order of precedence will apply:
any variation to the Agreement agreed in writing and signed by both parties;
any express terms in the Order Form or Contract Document; and
these terms and conditions.
3 How you engage Rocket IT to provide Services, Products or Customised Software
Order Form: Where you wish to order particular Services, Products or Customised Software from Rocket IT on an ad hoc basis (i.e. not under a Contract Document), you will submit a completed request to us to support@rocketit.co.nz. If we agree to provide such Services, Products or Customised Software, we will confirm your order in writing (including by email).
Contract Document: Where these terms are incorporated into a Contract Document, then the applicable fully-executed Contract Document will constitute both parties’ agreement that Rocket IT will provide you with, and you will pay for, the particular Services, Products or Customised Software specified in the Contract Document.
Credit checks and referees: You will, upon request, provide Rocket IT with two or more referees who may disclose information to Rocket IT regarding your creditworthiness. You hereby authorise Rocket IT and its agents to seek, receive, and disclose information in relation to your creditworthiness from/to such referees and any third party credit rating agency.
4 Term
Order Form: Where we provide Services, Products or Customised Software under an Order Form (and not under a Contract Document), then the Agreement commences on the Commencement Date and, unless sooner terminated in accordance with these terms, continues until either party terminates the Agreement by giving not less than 30 days’ written notice of termination.
Contract Document:
Initial term: Where we provide Services, Products or Customised Software under a Contract Document, the Agreement commences on the Commencement Date and, unless sooner terminated in accordance with these terms, continues for an initial term of 12 months.
Notice to terminate: Before the date that is 90 days prior to expiry of the initial term (or applicable renewal term), either party may give notice to the other party to terminate the Agreement with effect on expiry of the then-current term.
Renewal and rolling monthly term: Subject to any contrary terms in the applicable Contract Document, if no notice of termination has been given in accordance with clause 4.2.2, then:
the parties may agree in writing to renew the Agreement for a further period of 12 months, and subject to agreeing the revised charges, scope of Services, and other terms that will apply for that renewal term; or
if no agreement is reached by expiry of the then-current term, then the Agreement will continue in force, at our then-current standard charges and rates, for rolling successive one month periods, until either party terminates the Agreement by giving not less than 30 days’ written notice of termination.
5 Price change and annual rates review
Periodic changes: Where we provide Services, Products or Customised Software under an Order Form (and not under a Contract Document), we reserve the right to alter the pricing structure for any Services at any time. We will inform you of any changes to any pricing structure by sending a letter or email. We will inform you of any proposed alteration to charges at least 30 days before any alteration is due to occur.
Annual review: Where we provide Services, Products or Customised Software under a Contract Document, we may annually review all rates for the provision of the Services on or around the anniversary of the Agreement (or at the start of the calendar year) and notify you of the updated rates. The rates may otherwise be adjusted on the written agreement of both parties.
6 Your responsibilities
General: It is your responsibility to ensure that:
any information you have given Rocket IT is correct and complete;
any directions given by us regarding the use of the Services are followed;
the Services are used for lawful purposes; and
any user of the Services complies with the Agreement. You are responsible for all users’ use
of the Services. We have no responsibility or liability for the actions of any such user.
Network access: You must provide full access to the Network for Rocket IT’s representatives in order to affect the necessary monitoring and/or supplemental services, upon request by us.
7 Delivery of Services
General: Whenever Rocket IT provides Services to you, Rocket IT will:
use reasonable endeavours to provide the Services within any timeframes limit specified in the applicable Order Form and/or Contract Document, subject always to clause 7.2;
provide the Services with reasonable care and skill; and
use reasonable endeavours to provide Services that are reliable, although Rocket IT does not guarantee that any Services will be free of faults or will be continuous.
Timeframes: You acknowledge that any specified times are approximate only and time is not of the essence. You agree that Rocket IT will not be liable for failure to deliver or delay in delivery due to factors outside the reasonable control of Rocket IT.
Working hours: All Services and Products will be provided during Normal Working Hours, unless otherwise specified. However, we understand many businesses are working outside of Normal Working Hours and we are happy to help you if there is an issue and you request us to undertake after hours’ work. After hours’ work may incur a surcharge, as specified by us from time to time, and you agree to pay such surcharges upon invoice.
Subcontracting: We may from time to time subcontract provision of the Services to any third party, without further authorisation by you, and will remain responsible to you for performance of those Services.
Service issues: If there is anything concerning you about our Services, we request you give us the opportunity to rectify any service delivery issues by giving us notice of the issue and 10 working days to address it, unless otherwise agreed by both parties.
Business or domestic use: These terms apply to both the private and business use of the Products, Services and Customised Software. If the Services and/or Products are provided to you for the purpose of your business (as defined by the Consumer Guarantees Act 1993 (CGA)), then to the maximum extent permitted by law, the CGA will not apply to the Agreement or the supply of the Services and/or Products. However, If you are not acquiring these for the purpose of a business, then the CGA applies and nothing in these terms limits your rights under it.
Installation certificate: You may be required to sign an installation certificate when Products or Customised Software are installed by Rocket IT that indicates that the installation is complete.
Manufacturer warranty: You acknowledge that any manufacturer warranty for parts and labour/services are outside the scope of the Agreement, and we have no responsibility for any manufacturer warranty.
Intermittent faults: Because of the intermittent nature of many computer faults, it is often impossible to diagnose a fault other than by a series of replacements of different system components. The non-appearance of an intermittent fault during workshop testing does not necessarily mean that the fault has actually been fixed. A successful repair may therefore involve a long period with the machine being returned several times before the fault is finally eliminated. In many cases, the problem may lie with a change to the environment rather than an actual repair to the equipment. We will endeavour to eliminate the most likely reasons first and reserves the right to charge our time in that regard.
8 Contacting Rocket IT
Notification by you: Although we may monitor your Network (if doing so is expressly within the scope of the Network Support Services), we may not detect every issue therefore, we request you inform us of any issues as soon as possible. It is your responsibility to promptly notify Rocket IT of any events/incidents that could impact the Services and/or of any supplemental service needs.
Your representative: Where we provide Network Support Services, the Customer must designate a managerial level representative to authorise all Network Support Services. Whenever possible, your representative will be present whenever a Rocket IT service representative is on-site. You must inform Rocket IT of any changes made to this representation not less than thirty (30) days in advance.
9 Your payment obligations
General: You agree to pay the charges for Products, Services, and/or Customised Software calculated in accordance in the applicable Order Form and/or Contract Document. In particular, you agree:
to pay for the Products and/or Services and/or Customised Software regardless of who uses them;
to be invoiced by Rocket IT:
in advance, at the start of the previous month, for agreed Services that have a fixed fee;
no less frequently than on a monthly basis, in arrears, for the Services that have a variable fee, or as otherwise specified in the applicable Order Form and/or Contract Document; and
on delivery of Products and/or Customised Software, or as otherwise specified in the applicable Order Form and/or Contract Document; and
to pay each invoice by the due date for payment that appears on the invoice. Terms are 20th of the following month unless otherwise stated within a contract or as requested by Rocket IT.
Supplemental services: Any supplemental services provided by Rocket IT, which are outside the terms of the Agreement may be charged to the Customer as an additional charge. Any such additional charges will be invoiced by us at the end of each month. You agree to pay such invoices by the due date for payment that appears on the invoice.
Overdue amounts: If you have not paid all invoices in full by the due date for payment, Rocket IT reserves the right, at its sole discretion, to charge you a fee equivalent to 10% of the unpaid portion of your account. You agree to pay interest charges on overdue accounts and Rocket IT’s reasonable costs incurred in recovering outstanding amounts from you, including debt collection and legal fees.
Invoice dispute: In the event you have dispute about any of the charges appearing on an invoice, you must contact Rocket IT before the due date for payment and pay all amounts not in dispute by the due date. You are not required to pay the disputed part of the invoice while Rocket IT investigates the matter. If Rocket IT agrees that there has been a mistake, Rocket IT will adjust your next invoice or issue a credit note. If Rocket IT disagrees, then you are required to pay any outstanding amount immediately or, if the due date has not yet passed, by the due date.
Third party costs: The Agreement only covers Rocket IT’s service costs. We are not responsible for any
costs charged third parties, including for Software and, unless otherwise specifically agreed in writing.
Suspension: If we have not received your payment in full by the due date, we may suspend provision of Products and/or Services until payment is received in full.
10 Intellectual Property Rights
General: In relation to the provision of any Products, Services and Customised Software by Rocket IT, you agree to the following:
All and any right, title and interest and all intellectual property rights (including copyright) in such Products, Services and Customised Software, including any images, animations, photographs, video, audio, music, text, applets, and accompanying materials, are our property (or the property of our licensors or suppliers). Nothing in these terms transfers ownership of such intellectual property rights.
To the extent that the Copyright Act 1994 does not vest copyright in any Products, Services or Customised Software (where not already owned by a third party) you hereby assign to us all right, title and interest in such Products, Services and Customised Software.
You will not challenge or attack the validity of, nor challenge, our rights in relation to the intellectual property referred to in these terms.
You will use any Software and/or Customised Software supplied by us in accordance with the documentation provided by is and only for the number of users permitted. You must inform us should you require any additional licenses and agree to pay all additional amounts applicable at the then-current rates.
Third party rights: You will not supply any property or introduce any information for use by us in relation to our provision of Products, Services, or Customised Software that would breach confidentiality or infringe the intellectual property rights of a third party. You agree to indemnify and hold us harmless from and against all losses, claims, or any expenses suffered by us as a result of any breach of this clause.
Customised Software: If the applicable Order Form and/or Contract Document specifies that we will provide Customised Software, then we will provide you with a non-exclusive, non-transferable licence to use the Customised Software on the following basis:
You will not copy any Customised Software (except for backup purposes) and you will not utilise the backup copy unless the original Customised Software is corrupted or loss occurs.
You are not entitled to resell or transfer any Customised Software.
You will not reverse engineer, disassemble, decompile, modify, adapt, or otherwise attempt to discover the source code of any Customised Software.
You are not entitled to assign, rent, lease or lend any Customised Software without our prior written consent.
Any Customised Software labelled as an “upgrade” (or similar) replaces and/or supplements and may disable the original software provided by Rocket IT that formed the basis of the upgrade. Any upgraded software is subject to these terms.
11 Confidentiality
General: Each party will:
use commercially reasonable efforts to ensure that all information, including plans, reports, opinions, projections and network recommendations contained in any document or electronic storage system, that includes Confidential Information is kept strictly confidential;
not use Confidential Information of the other party for any purpose other than the purpose for which the Confidential Information was disclosed;
not give Confidential Information, or allow Confidential Information to be received, by any person who is under a duty to communicate this information to another person; and
will take reasonable care to ensure that all materials in its possession that contain Confidential Information are kept secure.
Return: Each party agrees to return to the other party on demand, all Confidential Information of the
other party in whatever form (including all copies) that is in the first party’s control.
12 Personal Information
Collection and use: If you are an individual, you authorise us and our agents to collect information about you to be held at our head office. You agree that this information can be used for statistical analysis, research and marketing purposes.
Access and correction: We recognise that under the Privacy Act 1993 you may request access to and require correction of your personal information held by us. You agree to make any such request in writing and we reserve the right to charge a fee for any reasonable costs incurred in responding to your requests (any costs will be disclosed for your acceptance before they are incurred).
13 Warranties
Services:
Rocket IT warrants that the Services will be provided as defined in the applicable Order Form and/or Contract Document, but Rocket IT will not be responsible for the compatibility of any Products with other products unless Rocket IT has expressly agreed otherwise in writing.
Rocket IT warrants that all Services will be provided in a careful and skilled manner.
Rocket IT will not be responsible for any failure of the Services (and the foregoing warranties will not apply) if the failure is a direct or indirect result any software or hardware we did not supply failing to operate correctly.
Claim under Services warranty: In the event you notify us of a breach of any applicable warranty in clause 13.1, our sole obligation is to correct any issues arising out of the negligent supply of any Services originally specified in the applicable Order Form and/or Contract Document, within a reasonable time.
Hardware: The warranty period for hardware supplied by Rocket IT is three months or the period of the manufacturer’s warranty, whichever period is greater. Rocket IT warrants, for the applicable warranty period only, that all hardware products supplied to business customers will perform in accordance with the specifications supplied by Rocket IT, except:
where those products have been advertised as having no warranty; or
the faults are intermittent.
Claim under hardware warranty: When a valid warranty claim is accepted under this clause, Rocket IT will repair or replace the hardware product at Rocket IT’s discretion. The manufacturer’s warranty does not cover Rocket IT’s associated labour charges or freight costs, so you are responsible for paying all such costs, upon invoice by us (or the manufacturer, as the case may be).
14 Limitation of Liability
No liability except for breach: To the maximum extent permitted by law, Rocket IT has no liability to you except for Rocket IT’s breach of the Agreement, irrespective of whether such liability arises in contract, tort (including negligence), or otherwise.
Exclusions: Where Rocket IT is liable to you, in no event will Rocket IT be liable for any indirect, special, incidental, consequential or punitive loss or damage. Without limiting the foregoing exclusions, Rocket IT has and will have no liability:
loss of use of the Network or for any other liability arising from alterations, additions, adjustments or repairs which have been made to the Network other than by authorised representatives of Rocket IT.
for any loss or corruption of information, loss, encryption or corruption of data, the cost of recovering such data or information.
for any loss of profits, savings, goodwill, business or anticipated business, or reputational damage;
for any business interruption or other pecuniary loss; or
arising from use of, reliance on, or inability to use or rely on, the Service, or from any failure by you to comply with the Agreement.
15.2.6 arising from the use of any out of support (age or otherwise) software/hardware or operating system.
15.2.7 The client indemnifies Rocket IT against any and all liability, losses, damages, costs and expenses of any nature whatsoever awarded against, incurred or suffered by Rocket IT, whether direct or consequential, arising out of or resulting from the Client’s breach of this agreement.
15.2.8 Data Loss, Viruses and Spyware.The Client assumes all risk of data loss from any and all causes or in any way related to or resulting from the repair or service of computer hardware, software or other equipment by Rocket IT. The Client agrees to bear full responsibility for all data backup prior to any repair or service of their computer hardware, software or other equipment by Rocket IT, unless backup services have been purchased. The Client hereby indemnifies Rocket IT from any claim or liability related to data loss for any reason whatsoever. The Client assumes all risk of computer Viruses, Spyware & Adware and will not hold Rocket IT responsible. The Client is responsible for the costs of consulting time and materials required to remove any computer Viruses, Spyware or Adware.
15.2.9 Liability Clause for Backup Data Services:
The Backup Data Service Provider (“Provider”) shall make reasonable efforts to securely and effectively backup and store the Client’s data as described in the service agreement. However, the Provider does not guarantee the success of data backup or restoration under all circumstances.
Limitation of Liability:
- Service Interruptions: The Provider shall not be liable for any loss, damage, or inconvenience resulting from service interruptions, including but not limited to maintenance, technical issues, or acts of nature.
- Data Loss or Corruption: The Provider shall not be responsible for any loss, corruption, or compromise of data during the backup, transmission, or restoration process. The Client is solely responsible for verifying the integrity of their data.
- Third-Party Services: The Provider is not liable for the performance, security, or reliability of third-party services or technologies used in the data backup and storage process.
- Indirect Damages: In no event shall the Provider be liable for any indirect, special, incidental, or consequential damages arising out of or in connection with the use of the backup data services, even if the Provider has been advised of the possibility of such damages.
Data Security:
The Provider shall implement reasonable security measures to protect the Client’s data during backup and storage. However, the Client acknowledges that no system is entirely secure, and the Provider is not liable for any unauthorized access, breaches, or data theft.
Client’s Responsibilities:
The Client is responsible for regularly validating the backed-up data and ensuring it meets their specific needs. The Client shall also maintain an alternative backup of their data to mitigate potential risks.
Insurance:
The Provider is not obligated to maintain insurance coverage for data loss or breaches. The Client is encouraged to maintain their own insurance policies or other risk mitigation strategies.
Force Majeure:
The Provider shall not be liable for any failure to perform its obligations due to circumstances beyond its control, including but not limited to acts of God, natural disasters, strikes, or governmental actions.
Claims and Remedies:
In the event of any claim or dispute arising from the backup data services, the maximum liability of the Provider shall not exceed the fees paid by the Client for the specific services in question.
Termination:
In the event of a breach of the service agreement by either party, the Client’s exclusive remedy shall be the termination of the services, subject to the terms of the service agreement.
Governing Law:
This liability clause and the service agreement shall be governed by and construed in accordance with the laws of New Zealand.
Limitation: To the maximum extent permitted by law, where Rocket IT is liable to you, the maximum aggregate liability of Rocket IT is limited in respect of any one incident, or series of connected incidents, to the amounts paid by you for the affected Services and/or Products and/or Customised Software in the one month immediately preceding the most recent incident giving rise to liability.
15 Health and Safety
Your responsibilities: To help us do our job effectively, you’ll make sure we have site access, the working environment is safe, and your information and communications technology equipment is appropriate and safe.
Site safely: We have to make sure our staff are kept safe. Please advise Rocket IT of any safety requirements or training to be undertaken prior to onsite work commencing. Our staff will use reasonable endeavours to abide by the safety policies and undertake any required training in order to be safe on site.
Suspension: We reserve the right to suspend provision of Services or Products if, in our sole discretion, we consider conditions at a Service Site pose a health or safety threat to any Rocket IT personnel or representative.
16 Network and Service Sites
Network:
The Network is eligible for monitoring and support under the Agreement provided that the Network satisfies Rocket IT’s serviceability requirements and site environmental conditions, as determined by Rocket IT from time to time.
Rocket IT reserves the right to inspect the Network on or around the Commencement Date for the purpose of creating a diagram of the Network and/or conducting a diagnostic test of the Network. Unless stated otherwise, such inspection will be charged using our standard hourly billing rates.
Service Sites: We are obligated to provide Services and/or Products at the specified Service Sites only. If the Customer desires to relocate, add or remove locations, the Customer will give appropriate notice to Rocket IT of its intention to relocate, not less than sixty (60) days in advance. Rocket IT reserves the right to renegotiate service terms with respect to any relocation and/or addition of locations by the Customer. Such right includes the right to refuse to provide service to Network at the relocation and/or new site.
17 Termination
General: The Agreement may be terminated in accordance with either clause 4.1 or 4.2 (if such clause applies to the Agreement).
Termination for cause: Either party may terminate the Agreement under any of the following conditions:
a breach of the Agreement that is not remedied within 7 days after the other party receives notice identifying the breach and requiring it to be remedied, where that breach is remediable;
a breach of the Agreement by the other party that is not capable of remedy;
the other party is, becomes, or is deemed to be, insolvent or bankrupt;
the other party makes an assignment for the benefit of, or enters into or makes any arrangement or composition with, its creditors;
the other party goes into receivership or has a receiver, trustee and manager (or either of them) (including a statutory manager) appointed in respect of all or any of its property; or
any resolution is passed, or any proceeding is commenced, for the winding up or liquidation of the other party (other than for the purposes of a solvent reconstruction).
Consequences of termination: On termination or expiry of the Agreement:
you remain liable for, and must pay within 10 days of termination/expiry, any accrued amounts which become due for payment before or after termination/expiry;
if we have installed any hardware and/or software that was required to conduct network support services, you must within 10 days of termination/expiry return to us any such hardware and uninstall any such software;
you will return or destroy all copies of any Customised Software, at our request; and
each party preserves any rights and obligations that accrued up to and including the date of termination or expiry.
You agree that if you need to Terminate this Agreement before the end of the Commitment Term, You agree to pay us the current Agreement Fee multiplied by the number of months left in the current Commitment Term within 14 days of providing Us Notification of Termination.
Should there be any pricing adjustments made to this Agreement during a Commitment Term, the Plan Fee used to calculate any Termination Payment will be based on the latter of the original Proposal or any updated Pricing adjustments made in writing from Us to You.
- All Termination requests must be made in writing to: support@rocketit.co.nz
18 General Provisions
Entire agreement: The Agreement constitutes the entire and only understanding and agreement between the parties with respect to its subject matter and, except as expressly set out in the Agreement, may be amended only in a writing and signed on behalf of each of the parties.
Severability: If a court of competent jurisdiction determines that any terms or provisions of the Agreement are invalid or unenforceable, such determination will not affect the validity or
enforceability of the remaining terms of the Agreement, which will continue to be given full force and effect.
Binding effect: The Agreement will be binding upon, and will inure to the benefit of, the parties hereto and their heirs, legal representatives, personal representatives, administrators, successors, and permitted assignees.
Waiver: Any failure of either party to comply with any obligation, covenant, agreement, or condition in the Agreement may be expressly waived, but only if such waiver is in writing and signed by the other parties. Any such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement, or conditions will not operate as a waiver of and/or set precedence with respect to any subsequent and/or other failures.
Governing law: The Agreement is governed by the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any claims and disputes relating to the Agreement.
Assignment: You may not assign, pledge or transfer any rights, duties or obligations in the Agreement to any other person except with our prior written consent. We may assign or novate the Agreement to any entity that acquires all or any part of our business or assets.
Force Majeure: We will not be liable for any problems caused by factors outside our reasonable control including terrorist acts, natural catastrophe, fire, flood, or other act of God, and/or power failure, virus propagation, or Network issues.
Legal fees: In any action between the parties to enforce any of the terms of the Agreement, the prevailing party will be entitled to recover all expenses, including reasonable legal fees.
