Founded in 2022, Paparahi is a business support service offering Consultancy Services in the field of Business. Paparahi (We, I, Us) will endeavor to operate in a fair and reasonable manner at all times. It is, however, important to have certain contractual clauses in place to protect both parties (Paparahi and the Client). By undertaking Consultancy Services by Paparahi, the Client (You, Your) are agreeing to the following Terms and Conditions.

1. Engagement

1. You may engage us to carry out a Project for you by accepting the Letter of Engagement. 

2.  The Letter of Engagement we provide for the Project:

• is based on the Specifications, and is subject to change if the parties agree to amend the Specifications; 

• is valid for a period of 30 calendar days from the date we issue the Letter of Engagement, unless otherwise agreed in writing by Paparahi. 

3. The Letter of Engagement sets out your instructions to us as we understand them. You must contact us immediately if we have misunderstood your instructions.

2. Client Content 

1. It is important that you provide us with full and accurate instructions including all necessary documents and information (Client Content) that we request from you to deliver our Service.

2. You warrant that the materials or content you provide to us, or that are provided to us on your behalf, will not: 

• breach any rights (including Intellectual Property Rights or Moral Rights) of any third party; or 

• compromise the security or operation of our computer systems, through a virus or otherwise. 

3. You indemnify, and agree to keep Paparahi, its directors, officers and employees indemnified, against all Loss arising out of the breach of any rights (including Intellectual Property Rights and Moral Rights) if any third party in connection with materials or content that you supply to us, or that are supplied to us on your behalf. 

3. Service Delivery 

1. You acknowledge that electronic Services are subject to interruption and breakdown, and all non-electronic Services are subject to disruption, and therefore: 

• the Services will not be error-free or uninterrupted; and 

• your access to the Project and the operation of the Project will not be error-free or uninterrupted. 

4. Limitation of Liability 

1. To the fullest extent permissible by law, Paparahi is not liable (whether in contract or tort) for:

• faults or defects in any Services or goods provided by third parties in connection with this Agreement; or 

• any indirect, special or consequential loss (including loss or corruption of data, loss of profits, revenue, goodwill, anticipated savings and business interruption) however arising, whether or not Paparahi knew of the possibility of such loss and whether or not such loss was foreseeable. 

2. To the fullest extent permissible by law, in no event will Paparahi liability contract, tort (including negligence and breach of statutory duty) or otherwise arising out of, or in connection with, this Agreement exceed the amounts actually paid by the Client to Paparahi for the Service; 

3. Paparahi will not be liable for any act or omission if, and to the extent that, it arises due to a reason beyond its reasonable control including without limitation strikes, lockouts, fire, theft, vandalism, natural disaster, act of God, pandemic or epidemic. 

5. Indemnity

1. You indemnify, defend and hold harmless Paparahi in respect of all actions, claims, proceedings, demands, liabilities, losses, damages, expenses and costs (including legal fees on full indemnity basis), in connection with any of the following: 

• any breach of this Agreement; 

• your negligent acts or omissions; or 

• your use of the Services, including any third party claims made in connection with or arising out of the Clients use of the Service, other than use in accordance with this Agreement. 

6. Intellectual Property 

1. You must not, without prior written consent: 

• adapt, create derivative works from or merge the template or other Project Intellectual Property; 

• use the Project Intellectual Property for any purpose other than the specific purpose for which we have provided it; 

• reverse engineer, disassemble or decompile the Project Intellectual Property; 

• distribute, lend, resell, transfer, assign or sublicense the Project of other Project Intellectual Property, or allow any other person to use it except in the course of visiting the Project; and 

• remove or attempt to remove any proprietary or copyright notices or any labels on the Project of other Project Intellectual Property.

2. You agree to allow Paparahi to use the Services provided for promotional and portfolio purposes. 

7. Confidentiality 

1. Each party agrees to keep confidential, and not to use or disclose except as permitted by these Terms and Conditions, any Confidential Information of the other party. The parties agree not to disclose these Terms and Conditions (including any schedules), or any details of The Letter of Engagement. This obligation of confidence extends to Confidential Information obtained by a party before entering into this Agreement. 

2. We will not:

• disclose to any third party any details regarding your organisation including, without limitation, any information regarding any of your stakeholder information, strategic plans, classified documentation, or confidential information; or

• make copies of any confidential information or any content based on the concepts contained within the confidential information for personal use or for distribution unless requested to do so by you; or

• use confidential information other than solely for your benefit.

3. The obligation of confidence in paragraph (a) does not apply to Confidential Information to the extent that is required to be disclosed by law.

4. Each party must take all steps and do all such things as may be necessary, prudent or desirable in order to safeguard the confidentiality of the Confidential Information of the other party.

8. Additional Costs 

1. In addition to the Specifications set out in the Letter of Engagement, you agree to pay all other expenses properly incurred by us. 

2.  These expenses will include costs we incur on your behalf such as:

• Photocopying, receiving and sending facsimiles and travel expenses; and

• Fees charged by other specialists outside our expertise, necessarily engaged for the purpose of delivering our Service.

3. You will pay on demand the account of any specialist necessarily engaged for the purpose of delivering our Service that is billed to us. If we become liable to pay interest on any third party’s account as a consequence of delay on your part we will pass that charge on to you. 

4.  We may ask for an advance payment on future charges and outlays to be incurred in the course of delivering our Services.

9. Payment of Fees

1. If the Fees are not specified in the Letter of Engagement or otherwise in writing at the commencement of the Project, then we will charge you at the Professional Hourly Rate for all work that we carry out for you in the course of the Project. 

2. The Professional Hourly Rates may change from time to time. 

3. Time spent is recorded in 6-minute units, with time rounded up to the nearest unit of 6 minutes. Time spent includes discussions (in person, by phone or electronic communication) and meetings with you regarding your instructions, preparations in advance of delivery of our Services, delivery of our Services and travelling time.

4. You must pay the Fees and Additional Costs to us within 21 days of the date on which we issue you an invoice. 

5. Invoices are sent electronically by us on the last business day of every month.

6. If you fail to pay an amount on the due date, we may without prejudice to other rights and remedies under this Agreement or at law charge interest on the amount due, calculated at 10% per month from the due date until the date on which Paparahi receives payment. 

10. Termination

1. A party may terminate this Agreement by notice in writing to the other party if a party commits a material breach of this Agreement.

2. A party may terminate this Agreement at any time and for any reason by notice in writing to the other party.

3.  Upon termination of this Agreement: 

• our obligation to carry out the Project ceases; 

• any already issued and unpaid invoice owned to Paparahi must be paid; 

• Paparahi is entitled to issue an invoice for any unbilled work carried out up to the date of termination and you are liable to pay the same; 

• each party must immediately return to the other party (or destroy or delete as the other party directs) all Confidential Information of the other party in its possession or control, except to the extent that the party needs to keep such information to comply with its record-keeping obligations.

11. General 

1. This Agreement does not create a relationship of employment, agency or partnership between the parties. 

2.  We may subcontract our obligations under this Agreement.

3. If part or all of any of the provisions of this Agreement is illegal or unenforceable, it will be severed from this Agreement, and will not affect the continued operation of the remaining provisions. 

4. We may change this Agreement from time to time. The new terms will apply to any Project that commences after the date that we publish the changed Terms and Conditions. Your engagement of our Services after that date signifies your acceptance of the amended Agreement. 

12. Interpretation

In this Agreement:

1.  a reference to ‘this Agreement’ means these Terms and Conditions;

2. the singular includes the plural and the plural include the singular;

3.  words of any gender include all genders;

4. an expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government agency as well as an individual;

5. a reference to any legislation includes all delegated legislation made under it, and amendments, consolidations, replacements or re-enactments of any of them;

6.  a reference to a party to a document includes that party's successors and permitted assignees.

13. Terminology 

• Additional Costs means additional costs for a Project over and above the Fees or other costs specified in the Letter of Engagement or other document addressing costs or Fees for the Project.

• Bug means a defect or error in operation of the software or failure of the software to comply with the Specifications.

• Claim means a demand, action or proceeding of any nature whether actual or threatened. 

• Client, you or your means, in relation to any work that we do for you, the person named as the Client in the Letter of Engagement for whom we are undertaking the Project. 

• Client Content means any material that must be supplied to us.

• Fees means the money payable to us for the Project as set out in the Letter of Engagement and any increase in Fees pursuant to Additional Costs. 

• Paparahi, we or us means, Paparahi the company who will be providing the Client with Services. 

• Intellectual Property Rights includes: copyright, patents, trademarks, registered designs. 

• Loss means any liability, cost, expense, loss, personal injury, death or damage, amounts payable on the Claim and legal costs and disbursements on a full indemnity basis. 

• Letter of Engagement details the services to be delivered, project scope and associated fees. 

• Project means, in relation to any work that we do for you as described in the Letter of Engagement or that you have asked us to do. 

• Services means the work we provide to you during the Project. 

• Specifications means the work that you have asked us to do, also referred to as Scope of Work.