Terms and Conditions - Savvy Security

Savvy Security Limited
Last updated 29 May 2026

1. Application

1.1 These Terms and the Client Agreement apply to all Services and/or Products supplied by Savvy to the Client.

1.2 Where Savvy and the Client have entered into a Client Agreement (as defined under clause 2.1 below), these Terms and the terms of the Client Agreement will apply. In the event of any inconsistency between these Terms, any Quote, and the terms of the Client Agreement, the terms set out in the Client Agreement will prevail.

1.3 Any additional or special terms will only apply if they are agreed in writing and signed by both parties.

1.4 Any terms and conditions of a Client will only apply if they are agreed in writing by Savvy, and in the event of any inconsistency between any Agreement and the terms and conditions of the Client, the terms set out in the Agreement will prevail.

2. Definitions

2.1 In these Terms, unless the context otherwise requires:

(a) Agent means the Client’s employees, personnel, agents, contractors and subcontractors;
(b) Agreement means any written agreement between Savvy and the Client, including (without limitation) these Terms, any Quote, and the Client Agreement;
(c) Business Day means a day other than a Saturday, Sunday or public holiday in New Zealand;
(d) Client means the client of Savvy who is engaging Savvy for the provision of Services and/or Products;
(e) Client Agreement means the ‘client agreement’ between Savvy and the Client that sets out the scope of the Services that the Client will engage Savvy for and Products the Client will purchase from Savvy;
(f) Client Data means any data that:
- (i) is provided by, or on behalf of, the Client for processing by Savvy or for the purpose of providing the Services and/or Products; and
- (ii) relates to the Client’s business and is generated in the course of receiving the Services and/or Products;
(g) Client Responsibilities means the responsibilities of the Client as specified in these Terms and/or a Client Agreement that the Client is required to carry out to facilitate Savvy’s performance of the Services and provision of Products (if any);
(h) Confidential Information means all information of a confidential nature, in any form whether tangible or not and whether visible or not, disclosed or communicated by a party to the other, or learnt or accessed by, or to which the other party is exposed as a result of entering into an agreement with Savvy and includes, without limitation, any information (including Personal Information) and material concerning the contractual or commercial dealings, financial details, products or services (current or proposed), customers, employees, internal policy or other proprietary information or material of a party;
(i) Control means with respect to any entity or person, possession of the power, directly or indirectly, to direct or cause the direction of the management policies of such entity or person, whether through legal and/or beneficial ownership of shares or otherwise;
(j) Consequential Loss means any loss, damage, cost, or expense that does not arise directly from a breach of an Agreement but occurs as a secondary or indirect result of that breach, including, without limitation:
- (i) loss of profits, revenue, or business;
- (ii) loss of anticipated savings;
- (iii) loss of use, production, or opportunity;
- (iv) loss of reputation or goodwill; and
- (v) loss of data or information;
(k) Documentation means the specifications, operating manuals, user instruction manuals, technical literature, and all other materials relating to the installation, use, maintenance, support and/or servicing of the relevant Services and/or Products;
(l) Fees means the amounts payable by the Client to Savvy for the provision of the relevant Services and/or Products;
(m) Force Majeure Event means any of the following events:
- (i) epidemic or pandemic;
- (ii) act of terrorism, war (either declared or not declared), civil disorders, revolution or act of public enemies;
- (iii) flood, storm, tempest, earthquake, fire, explosion or other act of God;
- (iv) act or restraint of any national or governmental authority; or
- (v) strike or lock-out,
and any other event or factor (similar to the events described above) beyond the reasonable control of the party adversely affected, which prevents, delays or hinders the performance by either or both parties of their obligations under these Terms;
(n) Generated Data means new data other than the Client Data generated or derived as part of providing the Services;
(o) GST means goods and services tax payable under the Goods and Services Tax Act 1985;
(p) HSAW means the Health and Safety at Work Act 2015, associated regulations and any relevant codes of practice, as may be updated from time to time;
(q) Personal Information means “Personal Information” or “Personal Data” as defined under the Privacy Act 2020, and which the Savvy has received or has access to;
(r) PPSA means the Personal Property Securities Act 1999;
(s) PPSR means the Personal Property Securities Register established under the PPSA;
(t) Privacy Policy means Savvy’s privacy policy, available at www.savvysecurity.co.nz/privacy-policy.
(u) Products means any products Savvy provides to the Client;
(v) Quote means the written quote issued by Savvy to the Client setting out the price and scope for the supply of the Services and/or Products;
(w) Related Company has the same meaning as in section 2(3) of the Companies Act 1993 (read as if the expression “company” in that subsection included anybody corporate of any jurisdiction);
(x) Security Interest has the meaning given to that term in the PPSA;
(y) Services means the services Savvy provides to the Client;
(z) Site(s) means the Client’s site(s) where Savvy provides the Services, including those site(s) recorded in a Quote or Client Agreement;
(aa) Terms means these Savvy General Terms and Conditions, as may be updated by Savvy from time to time;
(bb) Third Party Applications means third party hardware, software, or other accessories that may be required to facilitate the Client’s use of the Services or Products; and
(cc) Workers means Savvy’s personnel, agents and subcontractors engaged in the performance of Services or the supply of Products.

3. Interpretation

3.1 The following provisions shall apply to these Terms:

(a) a reference to an Agreement or another instrument includes any variation or replacement of either of them;
(b) a reference to a statute, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(c) if a period of time is specified and dates from a given day or the day of an act or event, it is to be calculated exclusive of that day; and
(d) if any obligation under an Agreement is required to be performed on a day other than a Business Day, that obligation is to be performed on the next Business Day.

4. Title and Risk

4.1 Where the Client has purchased Products supplied by Savvy, the Client agrees that:

(a) risk in the Products passes to the Client on the date and at the time of delivery of the Products at the Site, or any other site designated by the Client for delivery of the Products.
(b) The Client will be responsible for insuring the Products on delivery; and
(c) title to the Products passes to the Client on payment for those Products.

4.2 The parties agree that Savvy retains a Security Interest in the Products until full payment is received. The Client acknowledges that this clause creates a Security Interest for the purposes of the PPSA and agrees that Savvy may register, at the Client’s cost, a financing statement on the PPSR to protect its interest. The Client will do all things reasonably required by Savvy to perfect and maintain the Security Interest.

4.3 The Client must not change its name, company number or NZBN or other details required on the PPSR, without first notifying Savvy in writing.

4.4 The Client acknowledges and agrees to waive its right to receive any notice under the PPSA (including notice of a verification statement under section 145) unless the notice is required by the PPSA and cannot be excluded. To the fullest extent permitted by the PPSA, the parties agree to contract out of sections 114(1)(a), 116, 120(2), 121, 122, 125, 126, 127, 129, 131, 133 and 134 of the PPSA.

5. Savvy’s Obligations

5.1 Savvy will:

(a) perform the Services described in the Client Agreement with due skill, care and diligence, in accordance with these Terms;
(b) use reasonable endeavours to carry out the Services so as to avoid unnecessary disruption to the Client’s operations.

6. Removal and Access Control

6.1 Where Savvy is engaged to provide security, guard, or access control services, the Client authorises Savvy to refuse entry to, or require the removal of, any person where Savvy reasonably considers it necessary for safety, security, or compliance with the Client’s instructions or applicable law.

7. The Client’s Obligations

7.1 The Client will:

(a) give Savvy all necessary cooperation and assistance in connection with these Terms, including timely access to all information, Client Data, personnel, systems, and the Site as may reasonably be required by Savvy to enable it to perform the Services;
(b) fulfil all of the Client Responsibilities in compliance with all applicable laws and regulations;
(c) ensure that each Agent possesses reasonable level of relevant knowledge and experience to use Products effectively (as required);
(d) procure that each Agent, uses Products in accordance with the Documentation and these Terms;
(e) be solely responsible for the accuracy, quality, integrity, and legality of the Client Data, and the means by which the Client acquires the Client Data;
(f) carry out all other responsibilities of the Client set out in these Terms in a timely and efficient manner.
(g) be responsible for all acts and omissions of its Agents as if those acts and omissions were the Client’s. To the maximum extent permitted by law, the Client will indemnify Savvy against all costs, losses, damages, and expenses arising out of each Agents’ acts or omissions; and
(h) promptly notify Savvy of any incident, suspected breach, loss, or security event relating to the Site(s), Products or the Services, and must provide reasonable cooperation, access, and assistance to Savvy in investigating, reporting, or responding to that incident.

8. Client Responsibilities

8.1 In providing the Services or Products (if applicable), Savvy may require assistance from the Client and access to the Site(s). The Client will:

(a) carry out the Client Responsibilities to an adequate standard, and in a timely, competent, efficient, and professional manner, using appropriate care and skill;
(b) ensure that Savvy and its Workers have reasonable access to the Site(s), including providing alarm and access codes (as applicable); and
(c) comply with any reasonable instructions specified by Savvy to facilitate its performance of the Services;

8.2 Savvy is entitled to rely on all instructions, information, and directions provided by the Client or its Agents. Savvy will not be responsible for any loss or liability arising from carrying out Client instructions, or for any inaccurate, incomplete, or misleading instructions or information supplied by or on behalf of the Client.

8.3 If Savvy fails to provide, or is delayed in providing, any Services and/or Products, due to the Client’s failure to comply with these Terms, then Savvy will not be liable for any failure or delay.

8.4 Where Savvy reasonably considers that an emergency or imminent risk to people, property, or security exists, Savvy may take reasonable steps to mitigate that risk (including restricting access, contacting emergency services, or implementing temporary security measures) without prior instruction from the Client. Savvy will notify the Client as soon as reasonably practicable.

9. Service Limitations

9.1 Savvy shall have no obligation to provide Services or Products in connection with:

(a) the Client’s failure to carry out the Client Responsibilities;
(b) damage resulting from power surges, environmental conditions, or acts of nature;
(c) software or hardware not supplied, supported, or approved by Savvy; or
(d) network or internet connectivity issues outside Savvy’s reasonable control.

10. Prices

10.1 The prices for the Services and/or Products will be as set out in the Client Agreement and/or the Quote and are subject to variation following any change to the Services and/or Products.

11. Fees and Payment

11.1 The Client will pay the price for the Services and/or Products, any agreed disbursements, and any other agreed charges to Savvy in accordance with this Agreement.

11.2 The Client must pay each invoice for the Fees and any reimbursable expenses in full, without deduction or set off, prior to the delivery of the Services and/or Products unless otherwise agreed in writing between the parties.

11.3 If the Client fails to pay any amounts due, Savvy may without prejudice to its other rights or remedies under these Terms or at law:

(a) charge interest on that amount owing from the due date until the date of actual payment at 5% per annum over the base overdraft rate charged by Savvy’s principal bankers from time to time and will be payable on demand; and/or
(b) suspend the provision of the Service and/or further delivery of the Services or Products, all without liability to the Client.

11.4 Savvy may, at each anniversary of the date of these Terms or Client Agreement (as applicable), review the Fees payable by the Client to Savvy. Savvy may, at its discretion, reasonably adjust the Fees following such review, and any such adjustment will apply automatically from the anniversary date of these Terms or the Client Agreement (as applicable). Otherwise, Savvy may, from time-to-time, review and adjust its Fees (on giving reasonable notice to the Client) for impacts on Savvy’s costs to providing the Services or Products that are outside Savvy’s control. The Client agrees to pay the Fees as adjusted.

11.5 Savvy may accept and apply payments from the Client in respect of any indebtedness at Savvy’s discretion.

12. Third Party Applications

12.1 Savvy excludes liability for the acts, omissions, performance or availability of any third-party applications used in connection with the provision of the Services or supply of the Products.

13. Cancellation

13.1 The Client may not cancel an order for Products or request for Services without Savvy’s written consent. As a condition of giving consent, Savvy may require reimbursement of any costs incurred by Savvy as a result of the Client’s order and cancellation.

13.2 Savvy may cancel or suspend all or part of an order for Products or request for Services without liability to the Client, if fulfilling the order or request becomes impractical or uneconomic due to any cause beyond Savvy’s control.

14. Health and Safety

14.1 The Client must ensure that its Site is safe and complies with all applicable provisions of the HSAW before granting Savvy and its Workers access to perform the Services or install Products.

14.2 The Client must promptly inform Savvy of any known hazards, risks or Site-specific health and safety requirements that may affect Savvy personnel while on the Client’s premises.

14.3 The Client acknowledges and agrees that it is a “person conducting a business or undertaking” (PCBU) for the purposes of the HSAW in respect of its Site, operations and work environment. The Client accepts primary responsibility for ensuring, so far as is reasonably practicable, the health and safety of all persons (including the Workers) while they are on the Client’s premises or otherwise engaged in work under the Client’s management or control.

14.4 The Client must, so far as is reasonably practicable, consult, cooperate and coordinate with Savvy in respect of health and safety matters relating to the Services and the presence of the Workers at a Site.

14.5 Savvy will ensure, and procure that its Workers, take all reasonable steps to comply with the Client’s health and safety requirements.

14.6 The Client must promptly notify Savvy of any accident, near miss, incident, or unsafe condition affecting or involving the Workers while on Site.

15. Warranties

15.1 Savvy warrants that, unless otherwise agreed in writing, Products will be free from defects in materials and workmanship for a period of 12 months from the date the Products are delivered to the Client at the Site, provided that the Client notifies Savvy in writing of any defect within 10 Business Days of discovering the defect (time being of the essence).

15.2 Savvy will, at its option, replace or repair the Products supplied to the Client which are accepted to be within the terms of the warranty in this clause 15.

15.3 Savvy will not be liable under a warranty for any attempt to install, calibrate, maintain or repair defective Products that have been made by any person other than Savvy or any of its Workers. Any replacements or repairs necessitated by:

(a) inadequate or incorrect maintenance, calibration or storage;
(b) use of unauthorised spare parts;
(c) physical misuse or abuse or use in unsuitable environmental conditions;
(d) incorrect or negligent use of equipment;
(e) any other condition proven to be caused by factors outside Savvy’s control;
(f) if the warranty seal has been tampered with, or broken; or
(g) a failure of the Client to satisfy its Client Responsibilities,

shall void the warranty.

15.4 The decision as to whether the warranty claim is accepted or not is at Savvy’s reasonable discretion.

15.5 To the fullest extent permitted by law, Savvy’s liability under these Terms is in substitution for, and to the exclusion of, all other warranties, representations, conditions or obligations imposed or implied by law, statute or otherwise in relation to the Services or Products.

16. Limitation of Liability

16.1 The Client acknowledges and accepts that the safety of any people or property in or in the vicinity of its Site(s) is ultimately the responsibility of the Client. Savvy does not assume any of the Client’s legal health and safety responsibilities as a consequence of the provision of the Services and/or Products.

16.2 Savvy will not be liable to Client under the law of tort, contract or otherwise for any:

(a) indirect or Consequential Loss arising out of, or in connection with, these Terms and the provision of the Services and/or Products; and
(b) loss of revenue, loss or profit, data loss, liquidated damages, penalties, fines, implementation delays, arising out of, or in connection with, these Terms and the provision of the Services and/or Products.

16.3 Savvy’s total liability to the Client in respect of all losses suffered or incurred will not exceed the Fees paid by the Client to Savvy in the 6 months preceding the event giving rise to the liability.

16.4 The Client acknowledges that the services provided under an Agreement may not prevent unlawful entry to Site(s) occurring and accordingly the Client accepts that loss or damage to the Site(s) and death or injury to persons may occur even though Savvy’s obligations under an Agreement have been satisfied.

17. Confidentiality and Privacy

17.1 Each party must keep any Confidential Information provided by the other confidential and ensure that, without the other’s prior written consent, Confidential Information provided by the other party is not disclosed except as expressly authorised in these Terms.

17.2 Each party must take all reasonable steps necessary or desirable in order to safeguard the confidentiality of the Confidential Information provided by the other.

17.3 Neither party may use the Confidential Information provided by the other except for the purpose(s) that the Confidential Information was provided.

17.4 Each party may disclose the Confidential Information provided by the other to its officers, employees, agents or advisers who:

(a) are necessary to enable the performance of the Services under these Terms;
(b) are advised of the confidential nature of the Confidential Information; and
(c) except in the case of officers or employees approved by the other, sign an undertaking acknowledging the confidentiality requirements of these Terms.

17.5 Each party acknowledges that damages may not be sufficient remedy for the providing party for any breach of the provisions of these Terms and accordingly the other party is entitled to specific performance or injunctive relief (as appropriate) as a remedy for any breach or threatened breach by it, in addition to any other remedies available to the other party at law or in equity.

17.6 To the extent that any of the Client Data constitutes Personal Information as defined in section 7 of the Privacy Act 2020, the Client authorises Savvy to collect, use, store, disclose and otherwise process such Personal Information to the extent reasonably required to provide the Services, perform its obligations under these Terms, comply with applicable law, and exercise its legal rights.

17.7 Savvy will process the Personal Information in accordance with its Privacy Policy.

18. Surveillance Material and Records

18.1 To the extent permitted by law, Savvy may generate, collect, store, and retain surveillance material and records in the course of providing the Services, including CCTV footage, alarm records, body-worn camera footage (if applicable), patrol logs, and incident reports.

18.2 Savvy may use such material for operational purposes, training and quality assurance, legal proceedings, dispute resolution, compliance with legal obligations, and the protection or enforcement of its legal rights.

18.3 Any Personal Information contained in surveillance material will be handled in accordance with the Privacy Act 2020 and Savvy’s Privacy Policy.

19. Compliance with Laws and Right to Refuse Service

19.1 The Client must comply with all applicable laws and regulations in connection with its use of Services and/or Products.

19.2 Savvy may, without liability to the Client, refuse to provide, suspend or terminate any Services and/or any supply of Products where Savvy reasonably considers that:

(a) providing the Services and/or Products would or may cause Savvy to breach any applicable law, regulation, licence condition, or industry standard; or
(b) the Client has failed to comply with any applicable law or regulatory requirement.

19.3 To the extent permitted by law, Savvy will not be liable for any loss, cost, or damage arising from any refusal, suspension, or termination under this clause.

19.4 Savvy may require the Client to provide such information or evidence as reasonably necessary to confirm compliance with applicable laws, and may suspend the Services and/or supply of Products until such information is provided.

20. Termination

20.1 Savvy may terminate an Agreement without cause by providing the Client with 20 Business Days written notice or such lesser period as may be mutually agreed.

20.2 Either party may terminate an Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of an Agreement, and, where the breach is capable of remedy, fails to remedy that breach within 5 Business Days; or
(b) a creditor of the other party seeks relief in respect of any insolvency or bankruptcy law.

20.3 Neither party will be liable for any delay or failure to perform its obligations under an Agreement to the extent that such delay or failure is caused by a Force Majeure Event. If a Force Majeure Event continues for a period of more than 45 Business Days, either party may terminate these Terms by giving written notice to the other party, without liability for any loss or damage resulting from such termination.

20.4 If an Agreement provides for an ‘Expiry Date’ and notwithstanding the ‘Expiry Date’, Savvy continues to provide Services or Products at the Client’s request, these Terms shall continue to apply to those Services and Products provided beyond the Expiry Date.

20.5 Upon termination of an Agreement:

(a) The Client will return to Savvy any property, the Documentation and any other materials belonging to Savvy within 5 Business Days of termination. To the extent necessary, Savvy may enter the Site(s) and recover any property which belongs to Savvy;
(b) the Client must immediately pay to Savvy any amounts owing by the Client to Savvy under these Terms; and
(c) both parties must immediately return or destroy any of the other party’s Confidential Information and must not use or disclose such information after termination.

20.6 Termination or expiry of these Terms shall not affect any rights, obligations, or liabilities of the parties that have accrued prior to termination, or any provisions which by their nature are intended to survive, including without limitation: clause 15 (Warranties), clause 16 (Limitation of Liability), clause 17 (Confidentiality and Privacy), this clause 20 (Termination), clause 21 (Indemnities), clause 22 (Dispute Resolution), clause 29 (Notices) and clause 34 (Governing Law). These provisions shall remain in effect notwithstanding termination or expiry.

21. Indemnities

21.1 The Client indemnifies, and must keep indemnified, Savvy and its Related Companies against all liabilities, losses, damages, costs and expenses (including legal costs on a full indemnity basis) arising from or in connection with:

(a) any breach by the Client of any Agreement, including any failure to comply with its obligations, representations or warranties;
(b) Savvy carrying out the Client’s instructions, or for any inaccurate, incomplete, or misleading instructions or information supplied by or on behalf of the Client;
(c) any act or omission of the Client, or its Agents; and
(d) any claim by a third party arising from the Client’s use of the Services or Products, except to the extent caused by Savvy’s gross negligence or wilful misconduct.

22. Dispute Resolution

22.1 If a dispute arises between Savvy and the Client (Dispute) neither of the parties may commence any court or arbitration proceedings relating to the Dispute unless it has complied with the following paragraphs of this clause, except where the party seeks urgent interlocutory relief.

22.2 A party claiming the Dispute has arisen must give written notice to the other party specifying the nature of the Dispute.

22.3 On receipt of that notice, the parties will use all reasonable endeavours to resolve the Dispute by discussion, consultation, negotiation or other informal means.

22.4 If the Dispute is not resolved within 15 Business Days of the notice being given pursuant to clause 22.2 (or within such further period agreed in writing by the parties) either party may, by giving written notice to the other party, require the Dispute to be referred to mediation in accordance with the standard mediation rules of the Arbitrators and Mediators Institute of New Zealand (AMINZ). If, within 10 Business Days of the Dispute being referred to mediation the parties have not appointed a mediator, either party may request AMINZ to nominate a suitable mediator. The parties must agree to the appointment of any mediator nominated by AMINZ on the mediator’s standard terms of appointment.

22.5 If, within 15 Business Days after the commencement of mediation, the Dispute has not been resolved, the Dispute shall be referred to arbitration, in Auckland, before a single independent arbitrator subject to and in accordance with the provisions of the Arbitration Act 1996. If the parties are unable to agree on an arbitrator within 10 Business Days of referral of the Dispute to arbitration, one shall be appointed by AMINZ upon application by either party. The arbitrator’s decision shall be final and binding on the parties.

23. Consumer Guarantees Act 1993

23.1 The parties agree that the Services and/or Products are acquired for the purposes of a business and that the Consumer Guarantees Act 1993 does not apply.

24. Currency

24.1 Unless otherwise agreed in writing, all prices, charges, invoices and payments are stated and must be paid in New Zealand dollars (NZD) and are exclusive of GST and any other applicable taxes, duties or levies.

25. Restraint of Employment

25.1 The Client shall not, knowingly during the term of any Agreement and for a period of one year following termination hereof (for whatever reason) engage or employ any persons who have been employed by Savvy during the twelve months prior to the commencement of such engagement or employment by the Client to the extent reasonable to protect Savvy’s legitimate business interests.

26. No Assignment or Subcontracting

26.1 Savvy may assign all or any of its rights or obligations under an Agreement or subcontract the Services (in whole or in part) to any other person or entity without the prior written consent of the Client. The Client may not assign all or any of its rights or obligations under an Agreement to any other person or entity without the prior written consent of Savvy. A change in Control shall be deemed to be an assignment for the purposes of an Agreement. Savvy may provide, deny or withhold its consent and impose any condition it considers necessary in its sole discretion. Savvy shall not be required to provide any reasons for its provision, denial, withholding or imposing of conditions of its consent.

27. Independent Contractor

27.1 The parties acknowledge that Savvy is engaged as an independent contractor. Nothing in these Terms creates or implies a relationship of employment, partnership, joint venture, agency, trust, or any other fiduciary relationship between the parties.

28. Publicity

28.1 The Client agrees that Savvy may use or refer to its name and identify the Client as a current or former customer of Savvy, in any publicity or marketing collateral (including any case studies), including after termination of an Agreement, unless otherwise agreed between the parties.

29. Notices

29.1 Notices must be in writing and are deemed received:

(a) on delivery to the party’s address;
(b) 5 Business Days after posting by pre-paid mail; or
(c) when sent to the party’s nominated email address.

29.2 Savvy’s notice details are:
Address: Unit 7, 3 Inanga Street, Hobsonville, Auckland 0618
Attention: Hardeep Gujral
Email: hardeep@savvysecurity.co.nz

29.3 The Client’s details are as set out in the Client Agreement, Quote, or as notified to Savvy in writing from time to time.

30. No Waiver

30.1 No failure by Savvy to exercise any right under an Agreement will operate as a waiver of that right.

31. Amendments and Variations

31.1 These Terms may be amended by Savvy from time to time by written notice to the Client. By receiving the Services and/or Products, the Client is deemed to accept and agree to the Terms in force at the time of such receipt. If the Client does not agree to the amended Terms, the Client may terminate an Agreement by giving 20 Business Days’ written notice, in which case Savvy will provide the Client with any Services or Products already ordered in accordance with the Terms in force immediately prior to the amendment.

32. Partial Invalidity

32.1 The illegality, invalidity or unenforceability of a provision of an Agreement under any law will not affect the legality, validity or enforceability of another provision.

33. Entire Agreement

33.1 These Terms, any Quote and any Client Agreement constitute the entire agreement between the parties and supersedes and replaces all previous agreements, understandings, representations and arrangements, whether written or oral, relating to the subject matter.

34. Governing Law

34.1 These Terms and each Agreement will be governed by and construed in accordance with the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.