Terms of Trade

Evolve will use its best endeavours to provide the Services to the Client during such hours and on such days as Evolve considers necessary to complete the Services, between the period of the Commencement Date and the Completion Date, or if no Completion Date is specified, then in a reasonably timely manner.
The Client will, where necessary, ensure that Evolve has full and safe access to the Client's premises and any necessary materials and information reasonably required to enable Evolve to comply with its obligations under this Agreement.
Evolve may engage subcontractors to assist in the provision of the Services pursuant to this Agreement.
Evolve retains the rights in all intellectual property (including, but not limited to - know how, inventions, improvements, concepts, ideas, processes, systems, procedures, designs, plans and novel ideas) associated with and/or originating from the Services.
Evolve grants the Client a license conferring the right of use of the services and/or product provided to it by Evolve. The License conferred by this clause is granted only on condition that payment for all services is made as required by these terms and conditions.
Neither party may assign or transfer all or any part of their respective rights or obligations under this Agreement. Any variation to this Agreement must be in writing signed by both parties to be effective.

The Client will pay Evolve the Service Fee (or, if the Service Fee is payable by progress payments, then that part of the Service Fee) in cash without set-off or deduction by the 20th of the month following Evolve issuing the Client a GST tax invoice.
Where any payment is not made on the due date, then without prejudice to any other rights or remedies available, Evolve may charge interest on all overdue accounts at 2.5% per month from the date that payment was due until payment is made, and/or suspend the Services. Non-payment for more than 30 days from the due date entitles Evolve to cancel the Agreement (without liability for any losses) and recover any losses or damages from the Client.
If an account is not paid within thirty (30) days of due date, an account may be placed for collection with a debt collection agency. Such debt collection agency will charge fees of $112.50 plus an amount equal to 15% of the unpaid portion of invoice amounts, and any other legal (on an indemnity and/or solicitor-client basis) or actual collection costs not covered by the aforementioned fees.

The Client warrants that it has not relied on any representation made by Evolve except where it has been expressly written into this Agreement.
Any condition or warranty which would otherwise be implied in this Agreement is excluded to the maximum extent permitted by law, and the Consumer Guarantees Act 1993 will not apply to Services acquired, or where the Client holds themselves out as acquiring the Services, for the purposes of a business.
Evolve's total liability under this Agreement to the Client or any other party will not exceed the amount of the Service Fee actually paid to Evolve.

The Client indemnifies Evolve, its officers, employees, contractors or professional advisers, and their respective employees and officers, ("those indemnified") in respect of any claims, loss (including legal costs and expenses (on a client-solicitor basis) and any indirect or consequential loss), caused by or arising out of, directly or indirectly:

any act or thing done by those indemnified purportedly pursuant to a right granted to Evolve under this Agreement; or
any act, omission, negligence, or default by or on behalf of the Client under or in relation to this Agreement. Client warrants that it complies with the Health and Safety in Employment Act 1992.
the infringement of any copyright, patent and/or any other intellectual property right of any third party whether such liability arises under the Fair Trading Act or any other statutory enactment irrespective of whether it is known at the time of infringement that such third party rights exist.