The parties have agreed to establish a non-exclusive relationship under which Sanderson Howe will provide you goods and/or professional services.
This Agreement forms the standard terms and conditions under which Sanderson Howe and you agree to operate.
For each new project, the parties will enter into a new Statement of Work that incorporates (unless otherwise agreed) these Master Terms and Conditions.
These terms and conditions shall apply to any work you agree to undertake with Sanderson Howe.
Sanderson Howe will provide such resources that are required to deliver such services in accordance with duly authorised Statements of Work. IT IS AGREED as follows:
"Agreement" means this agreement including all schedules attached to or incorporated into it by reference.
"SH", "Sanderson Howe", "we" or "us" means Sanderson Howe Limited, an incorporated company, having its registered office at: 59a Jack Boyd Drive, Mangawhai heads, Kaiwaka, New Zealand.
"Client", "you" or "your" means either the natural person(s) and/or the corporate entity (or entities) that have entered into a binding Agreement with Sanderson Howe for Goods and/or Services under the Agreement.
Sanderson Howe and the Client may each be referred to herein as a "Party" and collectively as the "Parties".
"Deliverables" refers to any items to be delivered to the Client, as specified in a Statement of Work.
"Facilities" refers to any items described in any Statement of Work (including such things as workstations, computers, LAN access) to be provided by Sanderson Howe or the Client as specified in a Statement of Work.
"Intellectual Property" means copyright, patents, designs, trade marks, trade names, goodwill rights, trade secrets, confidential information and any other intellectual proprietary right or form of intellectual property.
"Statement of Work" refers to a statement of work in the form attached as schedule 1 which is completed for a specific project and signed off by the parties, and which includes such details as scope, deliverables and timeframe, acceptance criteria, changes and other relevant details.
"Services" refers to professional software services to be provided to the Client as described in any Statement of Work.
"Project" refers to any project that the Client defines and duly authorises in accordance with a Statement of Work.
"Responsibilities" refers to the specific responsibilities relating to a Project that both parties agree to make, as detailed in any Statement of Work.
"Quality Manager" refers to the person nominated by Sanderson Howe in any Statement of Work.
In this agreement reference to the plural includes reference to the singular, and vice versa.