Source Computer Services +
Hard Wired Service 
merged into Dial A Nerd

1. Definitions and Interpretation

1.1 "Agreement" means the legally binding relationship between the Company and the Client formed through the Client’s engagement of services, and includes these Terms and Conditions (as published on the Company’s website), any relevant proposals, statements of work, service descriptions, schedules, or communications confirming the scope of services.

1.2 "Business Day" means any day except Saturday, Sunday, or a New Zealand public holiday.

1.3 "Charges" means the fees and costs payable by the Client for the provision of Services.

1.4 "Client" means the party receiving services from the Company, as named in any Service Order, invoice, or correspondence.

1.5 "Commencement Date" means the date on which the provision of Services begins as specified in a Service Order, Proposal, or written agreement.

1.6 "Company" means Dial a Nerd Ltd, registered in New Zealand.

1.7 "Confidential Information" means information disclosed by one party to the other in any form that is either identified as confidential or ought reasonably to be understood as confidential given the nature of the information and the circumstances of disclosure.

1.8 "Data Controller" has the meaning given under the New Zealand Privacy Act 2020.

1.9 "Deliverables" means any materials, software, reports, documents, or items to be delivered to the Client as part of the Services.

1.10 "Force Majeure Event" means any event beyond the reasonable control of a party, including but not limited to fire, flood, earthquake, pandemic, act of God, war, terrorism, government order, power failure, internet disruption, cyber attack, labour dispute, or failure of suppliers.

1.11 "Initial Term" means the period of engagement as outlined in the Service Order or Proposal.

1.12 "Losses" means direct or indirect loss of revenue, profits, business, opportunity, goodwill, reputation, or data, and any associated legal or expert costs.

1.13 "Personal Data" has the meaning given under the New Zealand Privacy Act 2020.

1.14 "Premises" means the physical site(s) where Services are delivered or supported.

1.15 "Proposal" means the written document outlining the scope, timing, and cost of the Services, including but not limited to any Service Order, quote, or Statement of Work.

1.16 "Schedule" means an attachment or annexure to these Terms setting out specific service or pricing details.

1.17 "Services" means any IT-related services provided by the Company, including but not limited to managed support, cybersecurity, consultancy, hardware and software provisioning, remote and on-site assistance.

1.18 "Service Levels" means the performance standards as defined in any accompanying Service Level Agreement (SLA).

1.19 "Statement of Work" means a document describing specific project-based tasks or deliverables under these Terms.

1.20 "Support Hours" means the standard business hours during which Services will normally be delivered, typically Monday to Friday, 8:30am to 5:30pm New Zealand time, excluding public holidays.

1.21 "Website" means the Company’s official website at www.dialanerd.nz.

1.22 Headings are for convenience only and do not affect interpretation. Singular includes plural and vice versa. Any references to statutes include amendments or replacements thereof.

2. Scope of Services

2.1 The Company shall provide the Services as specified in the applicable proposal, Statement of Work, or written correspondence.

2.2 Services include reactive support, proactive maintenance, monitoring, system design, user support, licensing management, and professional services.

2.3 Any additional work requested by the Client outside the agreed scope shall be quoted and charged separately. Acceptance of work outside the agreed scope is at the Company’s discretion.

2.4 Services shall be rendered with reasonable care and skill, consistent with prevailing industry standards. However, no guarantee is made of uninterrupted or error-free service.

3. Term and Termination

3.1 This Agreement begins on the Commencement Date and remains in effect until terminated in accordance with its terms.

3.2 Either party may terminate this Agreement by providing at least 30 days’ written notice.

3.3 This Agreement will automatically renew for successive terms equal to the Initial Term unless either party provides written notice of non-renewal at least 30 days prior to the expiry of the current term.

3.4 The Company may terminate the Agreement with immediate effect for: (a) Failure by the Client to pay any amount due within 14 days of the due date. (b) The Client entering liquidation, receivership, or administration. (c) Repeated or material breach of these Terms.

3.5 Upon termination: (a) All outstanding amounts become immediately due and payable. (b) The Client shall return or destroy all Company property. (c) Any licence granted by the Company shall immediately cease. (d) The Company will, if reasonably practicable, provide data or access handover upon full settlement of accounts.

4. Service Levels

4.1 Support will be delivered in accordance with the Service Level Agreement (if provided). Response categories (e.g., critical, high, medium, low) will dictate urgency.

4.2 The Company will prioritise issues based on severity and business impact. Estimates for resolution are provided in good faith but not guaranteed.

4.3 If no SLA exists, all support is delivered on a best-effort basis.

4.4 Scheduled maintenance or upgrades may be performed with reasonable notice unless urgent.

4.5 Where an SLA exists and service levels are not met, the Client may be entitled to a service credit. The amount and eligibility criteria for any service credit shall be outlined in the applicable SLA schedule or Statement of Work.

4.6 Service credits, where applicable, will be the Client’s sole and exclusive remedy for any failure to meet service levels and shall not exceed the Charges payable for the affected service during the period of non-compliance.

5. Fees and Payment

5.1 Charges shall be set out in the Proposal, Quotation, or agreed pricing schedule. All fees are exclusive of GST.

5.2 Invoices are payable within 7 days of issue unless agreed otherwise. Late payments will: (a) Incur 2% monthly interest. (b) Result in suspension of Services with written notice. (c) Entitle the Company to recover collection costs including legal and agency fees.

5.3 Title in goods provided remains with the Company until paid in full.

5.4 The Company may increase fees annually by the rate of inflation or as justified by market conditions.

5.5 Refunds are not issued for unused portions of prepaid services unless legally mandated.

6. Client Responsibilities

6.1 The Client shall: (a) Ensure timely access to premises, systems, and personnel. (b) Maintain current backups unless covered under a managed backup service. (c) Maintain up-to-date software, antivirus, and security policies. (d) Assign a primary contact for communication and authorisation. (e) Promptly notify the Company of any issues, changes, or unauthorised access.

6.2 The Client warrants that it has all necessary rights to authorise the Company’s access and use of third-party systems or software.

6.3 The Client remains responsible for: (a) End-user security training. (b) Phishing awareness. (c) Password policies and safe computing practices.

7. Confidentiality

7.1 Each party shall treat all Confidential Information of the other as confidential and only use it to fulfil its obligations.

7.2 Neither party shall disclose Confidential Information without prior written consent, unless required by law or court order.

7.3 Confidentiality obligations survive termination of the Agreement.

8. Data Protection

8.1 The Company will handle Personal Data in accordance with the New Zealand Privacy Act 2020.

8.2 The Client consents to the processing of Personal Data strictly for service delivery, support, or legal compliance.

8.3 The Company may use third-party vendors or subcontractors to deliver services. All such parties shall be subject to equivalent obligations.

8.4 If required, a Data Processing Agreement may be executed in line with legal requirements.

9. Security and Cyber Risk

9.1 The Company will implement industry-standard technical measures to protect systems and data under its control.

9.2 The Client accepts that no system is immune to cyber threats. The Client agrees to: (a) Conduct regular cyber training for staff. (b) Maintain endpoint protection. (c) Promptly patch systems. (d) Secure and monitor login activity.

9.3 The Company shall not be liable for: (a) Data breaches. (b) Malware or ransomware infections. (c) Financial losses due to phishing, fraud, or credential compromise. (d) Third-party service outages or failures.

10. Intellectual Property

10.1 All intellectual property developed during service delivery remains the property of the Company unless otherwise agreed.

10.2 The Client is granted a non-exclusive licence to use the deliverables for internal use only.

10.3 Any third-party software used is subject to that vendor’s licence terms.

11. Limitation of Liability

11.1 The Company shall not be liable for indirect or consequential loss including: (a) Loss of profits (b) Business interruption (c) Reputation or goodwill damage (d) Data corruption or loss

11.2 Liability shall not exceed the total paid by the Client in the preceding 3 months or NZ$25,000, whichever is lower.

11.3 Nothing in this Agreement limits liability for: (a) Death or personal injury caused by negligence (b) Fraud or fraudulent misrepresentation

12. Indemnity

12.1 The Client shall indemnify the Company from all claims, liabilities, and losses arising from: (a) Breach of this Agreement (b) Negligent or unlawful use of the Services (c) Data loss resulting from the Client’s actions or omissions (d) IP infringement from the Client’s provided materials or instructions

13. Dispute Resolution

13.1 Disputes must first be addressed in writing and discussed in good faith.

13.2 If unresolved within 21 days, parties agree to mediation facilitated by a qualified third party in Auckland.

13.3 If mediation fails, the dispute shall be subject to the exclusive jurisdiction of the courts of New Zealand.

14. Non-Solicitation

14.1 The Client agrees not to solicit or hire any employee or contractor of the Company for 12 months following termination.

14.2 If breached, the Client agrees to pay the Company 50% of the employee’s gross annual salary as liquidated damages.

15. Notices

15.1 All notices shall be in writing and delivered by hand, courier, post, or email. Notices sent by email are deemed received upon delivery confirmation.

16. General

16.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, proposals, understandings, and representations, whether oral or written.

16.2 The Company may update or amend these Terms and Conditions at any time. The most current version will be published on the Company’s website at www.dialanerd.nz. Continued engagement of services after such publication shall constitute acceptance of the updated Terms.

16.3 If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

16.4 The Agreement is governed exclusively by the laws of New Zealand.

16.5 Website Publication and Implied Acceptance: These Terms and Conditions are deemed accepted and binding on the Client upon any engagement with the Company, including by email, phone, website enquiry, or service request. No signature is required for these Terms to be enforceable. The Client acknowledges that these Terms have been made available on the Company’s website and agrees that using or continuing to use the Company’s services constitutes full acceptance.

17. Warranty Disclaimer

17.1 Except as expressly provided in this Agreement, all services are provided "as is" and "as available" without warranty of any kind, whether express, implied, statutory or otherwise.

17.2 The Company expressly disclaims all warranties, including but not limited to merchantability, fitness for a particular purpose, and non-infringement. The Company does not warrant that the services will be error-free, secure, or uninterrupted.

18. Exclusion of Consequential Damages

18.1 To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, punitive, or consequential damages, or for any loss of data, business, revenue, or profits, even if advised of the possibility of such damages.

18.2 This clause applies regardless of the form of action (whether in contract, tort including negligence, or otherwise).

19. Risk Acknowledgement by Client

19.1 The Client acknowledges that:

• IT systems inherently carry risk, including risk of failure, breach, or compromise.

• The Company provides reasonable advice and measures, but final responsibility rests with the Client to assess, approve, and maintain their own operational policies and controls.

• The Client has had the opportunity to seek independent legal or professional advice regarding this Agreement and their obligations under it.

20. Insurance Requirements

20.1 The Client acknowledges that it is solely responsible for obtaining and maintaining adequate insurance coverage, including but not limited to cyber insurance, business interruption insurance, and any other relevant policies to protect against loss or damage arising from system failure, data breach, or service interruption.

20.2 The Company does not provide insurance for the Client's assets, operations, or data and disclaims all liability for uninsured or underinsured losses incurred by the Client.

20.3 The Client agrees to provide evidence of such insurance to the Company upon request, and acknowledges that failure to do so shall not impose liability on the Company for any resulting loss.

21. Third-Party Services and Subcontractors

21.1 The Company may use third-party providers or subcontractors to deliver all or part of the Services. The Company will not be liable for the acts or omissions of such third parties beyond its reasonable control.

21.2 Use of third-party platforms (e.g. Microsoft, Google, antivirus vendors) is subject to their terms and policies. The Company shall not be held liable for any outage, breach, or loss arising from a third-party failure.

21.3 The Client is responsible for reviewing and complying with any licensing terms and conditions imposed by third-party software or service vendors. The Company does not warrant the performance, security, or availability of third-party products.

21.4 The Client agrees to pay all third-party licence or subscription fees as applicable. Any increase in such third-party charges may be passed on to the Client with reasonable notice.

21.5 The Company may rely on third-party licence agreements to deliver services and reserves the right to suspend or modify affected services if such agreements are terminated or materially altered.

22. No Refund Policy for Client Dissatisfaction

22.1 Dissatisfaction with outcomes or perceived value of services does not constitute grounds for a refund. The Company will work in good faith to resolve genuine concerns, but the Client agrees that no refund shall be due unless a specific refund clause exists in writing.

23. Severability and Survival

23.1 If any clause in this Agreement is held invalid or unenforceable by a competent court, that clause will be severed and the remaining terms shall remain fully enforceable.

23.2 Clauses relating to confidentiality, limitation of liability, indemnity, and post-termination obligations shall survive expiry or termination.

24. Variation Requests

24.1 The Client may submit a Variation Request at any time, specifying the desired changes to the Services. The Company shall evaluate the request and respond within a reasonable time frame.

24.2 If the Variation Request is accepted, the Company will confirm in writing any changes to the scope, Charges, and timeframes, and the Agreement shall be deemed amended accordingly.

24.3 The Company reserves the right to decline any Variation Request or propose an alternative solution.

25. Review Meetings and Reporting

25.1 The Company shall, upon request or as otherwise agreed, meet with the Client at regular intervals to review the performance of the Services and discuss any relevant matters.

25.2 Where applicable, the Company may provide service reports detailing activities, metrics, incidents, and resolutions related to the Services.

26. Hardware and Software Ownership

26.1 Any hardware or software supplied by the Company remains the Company’s property until paid for in full by the Client.

26.2 Upon termination, the Client shall immediately return or allow retrieval of any hardware or software not yet paid for. The Company may repossess such items if necessary.

26.3 The Client shall be responsible for the care and safekeeping of all Company property in their possession.

27. Schedules and Supporting Documents

27.1 These Terms are supplemented by additional documentation including but not limited to:

• General Terms and Conditions (this document);

• Service-specific Schedules that define operational standards and responsibilities for particular offerings (e.g., backup services, managed support, cloud hosting);

• Statements of Work (SOWs) and Proposals that set out project-specific deliverables, fees, and timeframes.

27.2 Each Schedule or SOW may incorporate references to third-party licences, hardware terms, service levels, and technical requirements as applicable.

27.3 In the event of a conflict between documents, the following order of precedence shall apply: (a) A signed Master Services Agreement (if applicable); (b) Any relevant Statement of Work or Proposal; (c) Service-specific Schedule; (d) These General Terms and Conditions.

28. Scope of Deliverables and Acceptance

28.1 The Company shall provide deliverables as defined in the applicable Proposal or Statement of Work.

28.2 The Client shall review all deliverables within five (5) Business Days of receipt, where "receipt" includes transmission by email, file sharing portal, or physical delivery.

28.3 If the Client fails to provide written notice of non-conformance within the review period, or if the deliverables are used by the Client during this time, the deliverables shall be deemed accepted.

29. Third-Party Software, Intellectual Property, and Assignment

29.1 Deliverables may contain or rely on third-party intellectual property or software. The Client agrees to comply with all applicable licensing terms and conditions associated with such third-party content, which may include additional costs or usage restrictions.

29.2 The Client is responsible for ensuring that all required third-party software licences are valid and up to date.

29.3 The Company shall not be liable for any loss, damages, or claims resulting from the Client’s failure to comply with third-party licensing obligations or use of such intellectual property outside the scope of the provided licences.

29.4 This includes any interruption, defect, or security vulnerability inherent to third-party platforms or services, including but not limited to software, hardware, cloud platforms, or telecommunications providers.

29.5 The Company may assign or subcontract its rights and obligations under this Agreement to qualified third parties without the Client’s prior written consent.

29.6 The Company remains responsible for the performance of subcontracted obligations and shall ensure that subcontractors are bound by equivalent confidentiality and data protection obligations.

30. Data Protection

30.1 The Company shall implement appropriate technical and organisational measures to protect Personal Data against unauthorised or unlawful processing, accidental loss, destruction, or damage.

30.2 The Client is responsible for ensuring that any Personal Data provided to the Company complies with applicable data protection laws and for obtaining all necessary consents and authorisations.

31. Force Majeure

31.1 Neither party shall be liable for any failure or delay in performance of its obligations due to a Force Majeure Event.

31.2 The affected party shall notify the other party promptly and use reasonable efforts to mitigate the impact of such Force Majeure Event.

31.3 If the Force Majeure Event continues for more than 60 days, either party may terminate the Agreement by giving written notice to the other party.

32. Governing Law and Jurisdiction

32.1 This Agreement shall be governed by and construed in accordance with the laws of New Zealand.

32.2 Both parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand for any dispute or claim arising out of or in connection with this Agreement.