Standard Terms & Conditions
Orvyn Limited - Effective March 2026
Acknowledgement and Acceptance
By engaging Orvyn Limited ("Orvyn") for any services, the Customer acknowledges having read and agrees to be bound by these Standard Terms & Conditions ("Terms"). These Terms apply to all services provided by Orvyn and form part of each Service Contract, unless expressly varied in a signed Statement of Work.
Agreement Structure
The agreement between Orvyn and the Client comprises:
(a) These Standard Terms & Conditions;
(b) Any applicable Statement of Work ("SOW") or proposal; and
(c) Any applicable service schedules referenced herein.
In the event of any inconsistency, these Terms shall prevail unless expressly stated otherwise in the relevant SOW.
1. Term
1.1 The agreement commences on the date the Client accepts a proposal, signs a SOW, or instructs Orvyn to proceed with services ("Commencement Date").
1.2 Where a minimum term is specified in a SOW, the agreement shall continue for that minimum term and thereafter on a rolling monthly basis unless terminated in accordance with clause 10.
1.3 Where no minimum term is specified, the agreement continues on a month-to-month basis until terminated by either party in accordance with clause 10.
2. Services and Statements of Work
2.1 Orvyn provides professional IT consulting and managed services including, but not limited to:
(a) Managed IT support and helpdesk services;
(b) Cloud infrastructure, migration, and management;
(c) Cybersecurity consulting and implementation;
(d) Microsoft 365 setup, migration, and ongoing management;
(e) Network design, setup, and support;
(f) AI solutions and automation;
(g) Web development and application building;
(h) IT strategy and virtual CTO advisory services.
2.2 The specific scope, deliverables, timeline, and fees for each engagement shall be documented in a SOW or proposal provided to the Client prior to commencement.
2.3 Any changes to the agreed scope must be submitted in writing and approved by both parties. Scope changes may result in adjustments to fees, timelines, and deliverables. Orvyn will provide a revised estimate prior to proceeding with any additional work.
3. Fees and Payment
3.1 All fees shall be set out in the relevant SOW or proposal. Where work is performed on a time and materials basis, charges will be calculated at Orvyn's prevailing hourly rates unless a fixed fee has been agreed in writing.
3.2 All amounts are quoted in New Zealand Dollars and are exclusive of GST unless stated otherwise.
3.3 Unless otherwise agreed in writing, invoices are due for payment within 14 days of the invoice date.
3.4 Late payments shall incur interest at a rate of 1.5% per month on the outstanding balance, calculated from the due date until payment is received in full.
3.5 The Client shall be liable for all costs incurred by Orvyn in recovering overdue payments, including debt collection fees and legal costs.
3.6 All quotes and proposals are valid for 30 days from the date of issue unless otherwise specified.
4. Client Responsibilities
4.1 The Client agrees to:
(a) Provide accurate and complete information necessary for service delivery;
(b) Respond to requests for information, access, or approvals in a timely manner;
(c) Maintain appropriate backups of all data and systems prior to any work being undertaken;
(d) Ensure all software licences and subscriptions are current and valid;
(e) Nominate an authorised contact person for project decisions and approvals;
(f) Comply with all applicable laws and regulations.
4.2 Where on-site work is required, the Client shall provide safe access to premises in compliance with the Health and Safety at Work Act 2015.
4.3 Delays caused by the Client's failure to meet the obligations set out in this clause may result in revised timelines and additional charges.
5. Intellectual Property
5.1 All intellectual property owned by the Client prior to the engagement shall remain the property of the Client.
5.2 All intellectual property owned by or developed by Orvyn, including tools, methodologies, templates, code libraries, and frameworks, shall remain the property of Orvyn.
5.3 Upon full payment of all applicable fees, the Client is granted a non-exclusive, non-transferable licence to use deliverables created specifically for the Client as part of the engagement, for the Client's internal business purposes only.
5.4 The Client warrants that any materials, data, or content provided to Orvyn for use in the delivery of services do not infringe the intellectual property rights of any third party.
6. Confidentiality
6.1 Both parties agree to treat as confidential all proprietary or sensitive information disclosed during the course of the engagement ("Confidential Information").
6.2 Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except:
(a) Where disclosure is required by law or regulation;
(b) To professional advisors under equivalent confidentiality obligations; or
(c) To employees or contractors who require access for the purpose of delivering or receiving the services.
6.3 This obligation survives the termination of the agreement.
7. Warranties and Disclaimers
7.1 Orvyn warrants that all services shall be performed with reasonable care and skill, consistent with generally accepted industry standards.
7.2 Where defects in workmanship are identified and reported within 30 days of delivery, Orvyn shall rectify the issue at no additional cost to the Client.
7.3 Except as expressly stated in these Terms:
(a) Services are provided on an "as is" basis;
(b) Orvyn makes no representations or warranties regarding uninterrupted or error-free operation of any systems, software, or infrastructure; and
(c) Third-party products and services are subject to the warranties and terms of their respective providers.
8. Limitation of Liability
8.1 To the fullest extent permitted by New Zealand law, Orvyn's total aggregate liability for any claim arising out of or in connection with the services shall not exceed the total fees paid by the Client in the 90-day period preceding the event giving rise to the claim.
8.2 Orvyn shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:
(a) Loss of profits, revenue, or anticipated savings;
(b) Loss of data or corruption of data;
(c) Loss of business opportunities; or
(d) Business interruption.
8.3 Orvyn shall not be liable for any loss or damage arising from the Client's failure to maintain adequate backups, security measures, or current software licences.
9. Indemnification
9.1 The Client agrees to indemnify and hold harmless Orvyn, its directors, employees, and contractors from any claims, damages, losses, or expenses (including legal fees) arising from:
(a) The Client's breach of these Terms;
(b) The Client's use of the services or deliverables; or
(c) Any infringement of third-party rights by materials provided by the Client.
10. Termination
10.1 Either party may terminate an engagement by providing 30 days' written notice, unless a minimum term applies under the relevant SOW.
10.2 Either party may terminate immediately if:
(a) The other party commits a material breach and fails to remedy the breach within 14 days of receiving written notice; or
(b) The other party becomes insolvent, enters into liquidation, or has a receiver appointed.
10.3 Orvyn may terminate immediately in the event of non-payment exceeding 30 days.
10.4 Upon termination, the Client shall pay for all services rendered and expenses incurred up to the date of termination. Early termination during a minimum term may result in the Client being liable for the balance of fees for the remainder of the minimum term.
10.5 Orvyn will provide reasonable assistance to transition services to the Client or a nominated third party, subject to payment of applicable fees.
11. Suspension of Services
11.1 Orvyn may suspend services immediately, without liability, where:
(a) There is an identified or suspected security threat;
(b) The Client has failed to pay invoices within the specified payment terms;
(c) Continued service delivery would breach any applicable law or regulation; or
(d) The Client's systems or actions pose a risk to the integrity of Orvyn's infrastructure or other clients.
12. Force Majeure
12.1 Neither party shall be liable for any failure or delay in performing their obligations where such failure or delay results from circumstances beyond their reasonable control, including but not limited to natural disasters, pandemic, government action, power failure, internet or telecommunications outages, or cyberattack.
12.2 This clause does not excuse the Client's obligation to pay for services already rendered.
13. Non-Solicitation
13.1 During the term of the engagement and for a period of 12 months following termination, neither party shall directly or indirectly solicit, recruit, or employ any personnel of the other party who were materially involved in the delivery of services, without prior written consent.
14. Dispute Resolution
14.1 In the event of a dispute arising out of or in connection with these Terms, the parties agree to follow this resolution process:
(a) The parties shall first attempt to resolve the matter through good faith negotiation between their respective representatives;
(b) If unresolved within 14 days, the matter shall be escalated to the senior management of each party;
(c) If still unresolved within a further 14 days, the parties may agree to engage an independent mediator; and
(d) Failing mediation, the dispute shall be referred to binding arbitration under the Arbitration Act 1996 (New Zealand).
15. Governing Law
15.1 These Terms shall be governed by and construed in accordance with the laws of New Zealand.
15.2 Both parties submit to the exclusive jurisdiction of the New Zealand courts for any proceedings arising out of or in connection with these Terms.
16. General Provisions
16.1 Severability: If any provision of these Terms is found to be invalid or unenforceable, that provision shall be severed and the remaining provisions shall continue in full force and effect.
16.2 Amendments: Orvyn reserves the right to update these Terms from time to time. The current version will be available on our website. Continued engagement of services following any update constitutes acceptance of the revised Terms.
16.3 Entire Agreement: These Terms, together with any applicable SOW, constitute the entire agreement between the parties and supersede all prior discussions, representations, and agreements, whether written or oral.
16.4 Assignment: Neither party may assign or transfer its rights or obligations under these Terms without the prior written consent of the other party.
16.5 Waiver: A failure by either party to enforce any provision of these Terms shall not constitute a waiver of that party's right to enforce that provision at a later date.
16.6 Notices: Any notice required under these Terms shall be in writing and sent to the contact details provided by each party. Notices sent by email shall be deemed received on the next business day.
Contact
For any questions regarding these Terms & Conditions: