1 In Plain English

1. We will do our best to provide a high-quality, professional, and confidential service at competitive rates.
2. We commit to providing services in good faith and expect reciprocity from you, with transparent communication, mutual respect, and prompt payment.

2 Definitions

1. The term “AERP” and any first-person pronouns refer to Advanced ERP Limited and/or its agents and/or representatives.
2. The term “Customer” and any second-person pronouns refer to an approved Customer and/or their agents and/or representatives.
3. The term “Vendor” refers to the original manufacturer of a software or hardware product.
4. The term “Third Party” and any derivatives or third-person pronouns refer to any other entity, organisation or individual.

3 Jurisdiction

1. In the absence of a separate explicit agreement, these terms represent the entire agreement between you and AERP and supersede any prior agreements or understandings.
2. These terms and conditions are governed by and will be construed in accordance with the laws of New Zealand, and you submit to the exclusive jurisdiction of the Courts of New Zealand.
3. If we provide services to you on systems based outside of New Zealand, you are responsible for ensuring any work we do follows any applicable laws of that jurisdiction and advising of required changes as soon as possible.
4. Severability: If any part of these terms and conditions is found to be invalid or unenforceable by a court, the rest of the document will still apply.

4 General

1. We require a completed and signed Customer Application Form before providing products or services.
2. Signing the form confirms your review and acceptance of these terms.
3. We reserve the right to update these terms and conditions at any time.
4. Our terms are negotiable only as part of a tailored support subscription.
5. Prices are subject to change without notice and are commonly increased annually to allow for inflation.
6. Our current price schedule will be made available to current and qualified potential customers on request.
7. Prices exclude GST and any other taxes.
8. In the event of perceived ambiguity in these terms, our interpretation will be effective.

5 Regarding Services We Provide

1. Service levels, pricing, and delivery guidelines are described separately in documents that should be provided along with this document.
2. We will not provide any services unless requested to do so by a person identified on your approved customer application form or subsequently identified as being permitted to do so by a suitable authority.
3. We cannot guarantee delivery of services within a specific timeframe, or delivery of a solution to a problem within any timeframe.
4. Preparation of documentation is additional to the delivery of any services, such as system implementation, system updates, training, software development. Documentation will be separately scoped and provided on request.
5. Services are provided with care, but remain at your risk, including (but not limited to) database maintenance, software installation, software maintenance, and software tailoring.
6. Software maintenance is performed in good faith that software is correct, but we cannot guarantee the quality and performance of software. At your request and cost, we will perform appropriate test installations and maintenance on suitable systems provided by you, to allow for your own testing.
7. Any service and consulting times detailed in any communication are estimates only and are based on information available at the time of preparation. Actual times may vary significantly from estimates due to circumstances and/or matters beyond our control, including, for example:
   • Your systems or networks being unavailable or performing poorly,
   • Unsupported or unauthorised (by us) changes made to the system, or
   • Systems being more complicated than they first appear.
8. All invoices will be based on actual time spent unless explicitly stated otherwise in a formal written proposal. Where a proposal provides a fixed price, any work requested that we consider beyond the scope of the proposal will be charged.
9. We have ERP expertise but are neither accountants nor lawyers. Consult professionals before making decisions on accounting practices.

6 Intellectual Property

1. Except by explicit prior agreement, we retain ownership of any and all intellectual property we produce for your use. This includes any software, documents, artwork, database, report templates, or other creative work.
2. Minor works such as document and report templates, or user interface tailoring are licensed in perpetuity for any use and will attract a one-off consulting or development fee and attract charges for later modifications.
3. Other works are licensed on a case-by-case basis and may attract per-system and/or per-user license fees that will be payable annually.
4. We reserve the right to reuse intellectual property that we produce, including incorporating it into new works and/or licensing it to third parties.
5. In all cases, intellectual property is provided to you with a non-transferable “right to use” license. You may use it within your business but may not on-sell it, modify it, reverse engineer it or make it available to any third party for any purpose without our express permission.
6. By prior arrangement, we will make source code available to you or to an escrow service, so that it may be maintained if we and/or our successors are no longer in business. Possession of such source code does not imply ownership of the intellectual property nor otherwise negate any other terms in this document.
7. We reserve the right to revoke your license if we believe you are in breach of these conditions, in which case continued use of our Intellectual Property may be subject to legal action.
8. Intellectual property is provided “as is” without warranties of merchantability, fitness for purpose, or any other kind. It is your responsibility to ensure that any software or related intellectual property we provide meets your requirements. Any maintenance required to meet your requirements is chargeable.