If unsure, enter your target trays/ha and fruit size below to calculate it

If unsure, enter your target trays/ha and fruit size below to calculate it

If unsure, enter your target trays/ha and fruit size below to calculate it

Kiwi Robotics Limited

Terms of Trade

1. DEFINITIONS AND INTERPRETATION

Defined Terms: 

1. Business Days means a day that is not a Saturday, Sunday or a public or regional holiday in Te Puke.

2. Deliverables means any reports, maps, outputs, or data generated as part of the Services.

3. Fee means the fee for the Services as specified in our price list prevailing at the date the Services are ordered, or as otherwise agreed in writing.

4. Force Majeure Event means any event outside our reasonable control.

5. GST means goods and services tax imposed under the Goods and Services Tax Act 1985.

6. Intellectual Property means all intellectual and industrial property rights and interests owned or held by a person, including data, reports, software, know-how, and trade secrets.

7. Property means your orchard or premises where Services are performed.

8. Services means all services we provide to you, including but not limited to fruit scanning, thinning support, decision-support outputs, and related automation tools.

9. We, our us means Kiwi Robotics Limited.

10. You means you as the client.

Interpretation: 

1. All amounts are in New Zealand dollars and exclusive of GST unless stated otherwise.

2. Headings are for convenience only and do not affect interpretation.

3. Words importing the singular include the plural and vice versa.

2. ACCEPTANCE OF TERMS

1. These terms apply to all Services provided by us to you.  Any written order we receive from you for Services will constitute an acceptance of these terms.

2. We may, in our complete and unfettered discretion, accept or reject, in whole or in part, any order for Services.

3. We will not recognise any addition or variation to these terms, nor the waiver of any of them, unless we have formally agreed to it in writing; any such addition, variation or waiver will apply only to the particular Services as to which it is noted.

4. By requesting an account or placing an order for Services you consent to the us acquiring information relating to you from any other party from time to time, and to us providing your credit information to any party who can produce evidence from time to time of your authority to make such a request.

3. OUR OBLIGATIONS

We will:

1. provide the Services with due care, skill, and diligence, in accordance with industry standards; and

2. use reasonable endeavours to provide the Services within agreed timeframes, but you acknowledge that we are not liable for delays outside our control.

4. YOUR OBLIGATIONS

You will:

1. promptly provide all information and assistance required for us to provide the Services;

2. accept responsibility for the accuracy of information provided to us for the purposes of the Services; and

3. pay all Fees, disbursements, and travel charges in accordance with clause 7.

5. SUBCONTRACTING

You acknowledge that we may subcontract or outsource any part of the Services at our discretion.

PRICE AND PAYMENT

1. We may in our discretion require a deposit for our Services. 

2. Services outside the Bay of Plenty region may incur additional travel charges over and above the Fees. 

3. Disbursements will be invoiced monthly along with the Fees.

4. You must pay our invoices in full by the 20th of the month following supply unless other arrangements are made in writing between us.  

5. In the event of you do not pay any amount owing by the due date, you will pay all our costs associated with collection of the debt including legal costs and interest at 12% per calendar month (compounding) on the balance outstanding at the commencement of every month.

6. You indemnify us and/or our agents against all liability and actions arising from the recovery of overdue accounts.

7. We may set off any amount owed by you or your related entities against any amount of money owed or which may become owing to you by us, and you waive any equivalent right to set off.

8. We may suspend Services if any amount is overdue.

9. If you dispute an invoice, you must pay the undisputed portion and notify us in writing of your reasons for disputing the remainder.  The dispute will then be resolved in accordance with clause 16.

7. HEALTH AND SAFETY

1. Where we are required to perform the Services at your Property, you agree to comply with all applicable health and safety laws and regulations (including without limitation the Health and Safety at Work Act 2015) by taking all practical steps (including but not limited to a Health and Safety Induction) to ensure the health and safety of our employees, agents and contractors while they are present on your Property.

2. We may inspect your Property for hazards before starting work and may decline to provide Services if unsafe; a failed scan fee may apply if access is unsafe.

3. We use best-practice wash-down techniques to minimise biohazard risk; you must advise us of any special biohazard requirements.

INTELLECTUAL PROPERTY AND DATA

1. You acknowledge that we solely and exclusively own all intellectual property in relation to the Services and Deliverables, including any know-how, designs or works that enhance or modify the Services or Deliverables in any way, and including all copyrights, patents, trade secrets, trade marks and other proprietary rights attaching to the Services and/or Deliverables.  You: 

1. will sign any documentation considered we reasonably require to perfect our ownership of our intellectual property; 

2. will co-operate fully and as we may require in obtaining, defending or enforcing our intellectual property; 

3. will not dispute our ownership of the intellectual property; 

4. will not hold yourself out as the owner of any of our intellectual property; and

5. will not market, sell, lease, loan or otherwise distribute, transfer, assign, duplicate,  display or disclose ourintellectual property.

2. For the avoidance of doubt:

1. all new intellectual property created during provision of the Services (including any Deliverables and data) will be owned by us; we grant you a non-exclusive, perpetual licence to use our intellectual property for managing your Property but not for distribution to third parties without our written consent; and

2. all data collected during our performance of the Services is owned by us and may be used to improve our algorithms and develop industry insights; we may use aggregated/anonymised data for industry purposes but will only share identified data with third parties with your express permission.

9. CONFIDENTIALITY

Each party must keep the other’s Confidential Information confidential except as required to perform obligations under this Agreement, with prior written consent, or as required by law.

10. CANCELLATION

1. We may immediately terminate any engagement for Services if: 

1. you commit a material breach (including non-payment) under these terms which is not remedied within 15 Business Days of notice;

2. you commit a material breach under these terms which is not capable of being remedied;

3. a Force Majeure Event prevents performance for more than thirty consecutive days; or

4. you become insolvent or cease business.

2. Upon the occurrence of any termination event as set out above, we may, in our complete and unfettered discretion, and without prejudice to our other rights and remedies: 

1. refuse, suspend or cancel the supply of Services (without incurring any liability to you);

2. retain all monies paid;

3. require that all monies invoiced to you become immediately due and payable;  and

4. recover from you any loss of profits arising from such cancellation.

3. On termination, you must cease using our intellectual property/Confidential Information and deal with copies as instructed in writing.

4. Provisions intended to survive termination (including clauses on liability, confidentiality, IP) will continue after termination.

11. FORCE MAJEURE

No claim or liability will arise against us under these terms, if and to the extent that our failure or omission to carry out or observe any provisions of these terms arises by reason of a Force Majeure event. 

12. EXCLUSION OF WARRANTIES

1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions, or obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded.

2. Subject to the warranties contained in these terms, to the maximum extent permitted by law, all representations, warranties, terms and conditions (including any representation, warranty, term or condition expressed or implied by law or otherwise) not expressly included in these terms are hereby expressly excluded from the contractual arrangements between us and you, and are of no legal effect.  

3. You specifically warrant and represent to us that:

1. where the Services you acquire under these terms are required for the purposes of a business in terms of sections 2 and 43 of the Consumer Guarantees Act 1993, the provisions of that Act do not apply to any supply of Services made pursuant to these terms;

2. sections 9, 12A and 13 of the Fair Trading Act 1986 will not apply; and

3. he provisions of Part 3 of the Contract and Commercial Law Act 2017 will not apply.

13. LIMITATION OF LIABILITY

1. We will not be liable for any costs of procurement of substitute services, loss of profits, or any consequential, incidental, and/or other damages of any kind incurred by you or any other person as the result of any applicable warranty or otherwise as a result of any act or omission by us.

2. To the extent that we are liable for any loss suffered or liability incurred by you arising from any breach of these terms or for any other reason, liability is limited to the price of the relevant Services.

3. Under no circumstances will we be liable for any financial or economic loss or any indirect or consequential loss of any kind whatsoever

4. You are solely responsible for interpreting our Deliverables/advice; we accept no liability for outcomes arising from your decisions based on our Deliverables/advice.

14. PRIVACY

You authorise us to collect and hold personal information from any source we consider appropriate to be used for the lawful purposes of determining credit worthiness, performing your Services, for communicating promotional activities and product information, for debt collection purposes or for any other related purpose. You have a right of access to such personal information and may request correction of any personal information held by us

15. VARIATION

At our sole discretion, we may amend these terms from time to time with immediate effect.  A copy of the latest terms will be available on our website.

16. DISPUTE RESOLUTION

1. If a dispute arises, either party must promptly give full written particulars to the other and meet in good faith to resolve it.

2. If unresolved after good faith negotiations, either party may pursue remedies at law.

17. GENERAL

1. Unless expressly provided otherwise in any written agreement between us, these terms constitute the entire agreement between you and us. 

2. Each provision of these terms is severable in whole or in part and if any provision is held to be illegal or unenforceable for any reason, only the illegal or unenforceable provision shall be affected and the remainder of these terms shall remain in full force and effect.

3. These terms shall be construed in accordance with and be governed by the laws of New Zealand. The New Zealand Courts have jurisdiction in respect of these terms. 

4. You will not assign or otherwise transfer or encumber your rights or obligations under these terms without our written consent.

5. Our failure or delay to exercise or enforce any right we have under these terms will not operate as a waiver of our right to exercise or enforce such right or any other right in future.

18. GUARANTEE 

1. The person signing or accepting these terms, whether personally or on behalf of another entity or as guarantor, will be personally liable for payment as a principal debtor.

2. The guarantee is continuing and not affected by indulgence/extensions or changes in supply terms.