PaperKite agrees to provide the Services and licenses, and the Client agrees to pay for those Services and licenses, on the terms of the Agreement. The Agreement comprises:
i.
These Standard Terms, including any Schedules; and
ii.
any mutually agreed Proposal.
1. Overview
1.1
Definitions: In the Agreement, the following terms have the stated meaning:
Term
Meaning
Agreement
these Standard Terms, including any Schedules and Proposals.
Aggregated Data
data generated from the Data (including any personal information) that is aggregated as statistics that do not identify any End User
App
a bespoke digital product, typically a web app or mobile app and any related backend custom software, developed or licensed by PaperKite under a Proposal.
App License
rights to use a PaperKite owned App or Software that is released under PaperKite’s name
App Stores
Apple’s iOS and Mac App Stores, the Google Play Store and any other app marketplace mentioned in a Proposal.
Confidential Information
the terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the Agreement. PaperKite’s Confidential Information includes PaperKite’s Intellectual Property. The Client’s Confidential Information includes the Client’s Intellectual Property and the Data.
Data
data, content and information transmitted or stored by the Client or an End User using an App or the Software.
Delay
any failure of either party to perform this Agreement in accordance with the timeframes set out in a Proposal.
End Date
the end date set out in a Proposal with renewal rights in accordance with Clause 15 or, if no date is stated, for a period of three years from the Start Date.
End User
an end user who uses an App.
Fees
the fees set out in a Proposal, as updated from time to time in accordance with clause 10.
Force Majeure
an event that is beyond the reasonable control of a party, excluding:
an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
a lack of funds for any reason.
Know-how
includes all pre-existing knowledge and methods required in the design and development of an App and/or Software, including internal processes and artefacts. This includes any such proprietary technique that has been in operation and considered a trade secret or business process, that has been developed over time in the creation of App’s and/or Software
Intellectual Property Rights
includes copyright and all worldwide rights conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning and includes any enhancement, modification, or derivative work of the Intellectual Property.
Proposal
a proposal, or statement of work, or support agreement for Services signed by the parties.
Rates
PaperKite’s rates from time to time underlying the Fees.
Sales Tax
goods and services tax, value added tax, sales tax or equivalent tax payable under any applicable law.
Services
the services to be provided by PaperKite to the Client as set out in a Proposal which may include:
development of an App;
publishing an App on the iOS and/or Android application marketplaces;
configuring, implementing, supporting and maintaining an App and/or Software;
consultancy services; and/or
training
Software
any software (including any API) made available by, or used by or on behalf of, PaperKite to provide or enable the operation of the Apps.
Start Date
the start date set out in the Proposal.
1.1
Definitions: In the Agreement, the following terms have the stated meaning:
a.
clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
b.
words in the singular include the plural and vice versa;
c.
a reference to:
i.
a party to the Agreement includes that party’s permitted assigns;
ii.
personnel includes officers, employees, contractors, and agents, but a reference to the Client’s personnel does not include PaperKite;
iii.
a person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
iv.
including and similar words do not imply any limit;
iv.
including and similar words do not imply any limit;
v.
$ and dollars is a reference to the currency listed in a Proposal; and
vi.
a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them;
d.
no term of the Agreement is to be read against a party because the term was first proposed or drafted by that party;
e.
unless expressly stated otherwise in a Proposal by reference to the relevant clause in this Agreement, if there is any conflict between the terms comprising this Agreement, the following order of precedence will apply (from high to low):
i.
these Standard Terms; and
ii.
an applicable Proposal.
Proposals
This Agreement incorporates each Proposal stated as being subject to these Standard Terms and agreed in writing by the parties, provided that (subject to clause 9.1) if the Client gives or confirms (in writing) instructions to PaperKite to carry out any Services, those instructions are deemed to be a Proposal for the purposes, and subject to the terms, of this Agreement.
Services
3.1
PaperKite obligations: PaperKite will perform the Services:
a.
in accordance with:
i.
the relevant Proposal and
ii.
all applicable laws;
b.
exercising reasonable care, skill and diligence; and
c.
using suitably skilled and experienced staff.
3.2
Client obligations: In addition to its other obligations in this Agreement, the Client must:
a.
promptly make decisions (including approvals) and provide PaperKite with all information and assistance reasonably required by PaperKite to enable PaperKite to provide the Services in accordance with the Agreement;
b.
meet its obligations in each Proposal; and
c.
use all Services and Apps for lawful purposes and in a manner that complies with all applicable laws.
Relationship Management
a.
Each party must maintain an authorised representative to act for it generally under this Agreement. The first authorised representative for each party is set out in the Proposal.
b.
A party may appoint an alternate or replacement authorised representative by notice to the other party.
c.
Each party’s authorised representative is deemed to be authorised to represent that party in instructions, notices, consents, approvals or other communications under this Agreement.
Ownership/Licence
5.1
PaperKite licence: Subject to the Client’s compliance with this Agreement, PaperKite grants to the Client a non-transferable, non-exclusive licence for the duration of the Agreement to use:
a.
Apps for its lawful business purposes in accordance with this Agreement (which the parties acknowledge may include promoting, marketing, and selling the right to use, the Apps to third parties in accordance with this Agreement); and
b.
the Software to the extent necessary to access, use and receive the benefit of the Apps in accordance with this Agreement.
5.2
Client owns Apps: Notwithstanding clause 5.1, if expressly specified in a Proposal, the Client will own the Intellectual Property in the Apps upon full payment of the Fees being received by PaperKite. If this clause 5.2 applies:
a.
Clause 5.1 (PaperKite licence) shall not apply and clause 11 (Intellectual Property) shall be read subject to this clause 5.2; and
b.
The Client grants to PaperKite a perpetual, worldwide, fully paid-up, transferable, non-exclusive licence to use, copy, modify and make available Apps (excluding any Client trade marks or Client-provided content) for PaperKite’s business purposes; and
c.
There are no limitations on PaperKite seeking to use the Know-how developed in the creation of Apps for other purposes, except that they may not use new Intellectual Property in any capacity that would infringe the rights of the Client (or other owner of that Intellectual Property where such rights have been assigned).
Status of Parties
6.1
Non-exclusive arrangement: To avoid doubt, the rights granted to the Client under the Agreement are non-exclusive. Nothing in the Agreement applies to limit or restrict PaperKite’s rights to provide services the same or similar to the Services to any other person.
6.2
Status: PaperKite is an independent contractor of the Client. No other relationship (e.g. employment, joint venture, agency, trust or partnership) exists under the Agreement. The Agreement does not transfer or license any Intellectual Property of PaperKite to the Client, or vice versa, except as expressly set out in the Agreement.
Restrictions on Use
7.1
Limits on use: The Client must not, and must not permit any other person to:
a.
copy, translate, modify, vary, adapt, or distribute Apps or Software except as expressly permitted under the Agreement;
b.
decompile or reverse-engineer Apps or Software or otherwise attempt to derive an App’s or the Software’s source code from object code, except to the extent expressly permitted by any law or treaty that is in force in the Territory where that law or treaty cannot be excluded, restricted or modified by the Agreement;
c.
sell, transfer, license, sublicense, display, lease, assign or otherwise deal with or grant a security interest in the Software except as expressly permitted under the Agreement;
d.
merge Apps or Software with any other product, software or source code except where agreed in writing in advance with PaperKite;
e.
attempt to undermine the security or integrity of Apps or Software or other underlying systems used to enable the operation of Apps; and
f.
use Apps or Software:
i.
for any illegal purpose or activity;
ii.
to transmit or distribute any data or other material in violation of any law or any third party rights, or which is unlawful, defamatory, harassing, invasive of any individual’s privacy, abusive, harmful, threatening, vulgar, pornographic, obscene, otherwise objectionable, or offends religious sentiments, promotes racism, or contains viruses;
iii.
in a manner that breaches PaperKite’s Intellectual Property Rights under clauses 11.1 and 11.3; or
iv.
other than in accordance with any restrictions set out in the Proposal and/or the relevant contractual paperwork.
The Client's Obligations
8.1
General: In addition to complying with its other obligations in the Agreement, the Client must:
a.
comply with all applicable laws, regulations, rules and professional codes of conduct or practice when exercising its rights and performing its other obligations under the Agreement;
b.
procure all licences, authorisations and consents (including from relevant individuals in respect of their personal information) necessary for:
i.
the Client to exercise its rights and perform its obligations under the Agreement; and
ii.
PaperKite to access, store and use any Data under clause 8.3 or apply any branding to any App under clause 11.7; and
8.2
Usernames and passwords: The Client must ensure that all usernames and passwords required to access Apps or Software are kept secure and confidential.
8.3
Access to, and storage and use of, data: The Client acknowledges and agrees that in relation to Data owned by the Client, PaperKite may:
a.
access that Data for the sole purpose of exercising its rights and to perform its obligations under the Agreement (including to create Aggregated Data);
b.
store that Data (including any personal information) in other locations that are outside the territory in which the Client is located for the sole purpose to perform its obligations under the Agreement provided that in doing so it complies with applicable laws for the protection of that Data;
c.
access that Data (including any personal information) in those locations from time to time strictly and with the sole purpose to perform its obligations under the Agreement.
Limits on PaperKite’s Obligations
9.1
PaperKite has no obligations to develop any App or otherwise provide any Services unless the parties have entered into a written contractual arrangement for the relevant Services.
9.2
PaperKite is not responsible for any delay in any App being accepted by or made available by the App Stores.
9.3
If the Client causes a Delay:
a.
The parties will promptly, if requested by either party, meet to review in good faith the reasons and implications of the Delay;
b.
PaperKite shall not be liable for any breach of this Agreement to the extent caused by such Delay; and
c.
Without prejudice to PaperKite’s other rights and remedies, PaperKite shall be entitled to:
i.
A reasonable extension of time to perform the Agreement commensurate with such Delay; and
ii.
Reasonable additional Fees and/or compensation in respect of costs and expenses incurred by PaperKite as a result of such Delay.
Fees
10.1
General: Subject to the remainder of this clause 10, the Client must pay PaperKite the Fees plus Sales Tax (if any) in accordance with this clause 10. The payment of Sales Tax is subject to PaperKite supplying the Client with a valid tax invoice.
10.2
Invoicing and payment:
a.
PaperKite will invoice the Client on a monthly basis for the Services provided in that month. Unless otherwise specified in a Proposal, the Client must pay PaperKite the Fees:
i.
within 20 days of its receipt of PaperKite’s invoice for those Fees; and
ii.
electronically in cleared funds without any set off or deduction.
10.3
Sales Tax and deductions:
a.
The Client is responsible for paying all taxes, duties, fees or other government charges relating to the Fees.
b.
If the Client is required by law to deduct any withholding tax or other amount from the Fees payable under the Agreement, the Client must pay PaperKite an additional amount to ensure receipt by PaperKite of the full amount which PaperKite would have received but for the deduction.
10.4
Adjustments: Subject to clauses 10.5 (Increases) and 17.6 (Changes) the Fees are fixed and not subject to change.
10.5
Rates review: By giving at least 30 days’ notice, the Supplier may review Rates once each Year (but not the first Year) and adjust according to market conditions.
10.6
Overdue amounts: Without limiting any other right or remedy, if any amount due under this Agreement is not paid by the Client by the due date, PaperKite may:
a.
charge interest on the overdue amount, calculated from the due date to the date of payment (both inclusive) at an annual percentage rate equal to the corporate overdraft reference rate (monthly charging cycle) applied by PaperKite’s primary trading bank as at the due date, plus 2% per annum; and
b.
suspend delivery of further Services until the outstanding amount is paid in full. PaperKite will give five working day’s notice of its intention to suspend work under this clause.
Intellectual Property
11.1
Retained Intellectual Property: The following Intellectual Property (including any modification, enhancement or derivative work of that Intellectual Property) remains the property of the current owner, regardless of its use in the Services or Apps:
a.
Intellectual Property that existed prior to the date of the Agreement or date of the relevant Proposal (as the case may be); and
b.
Intellectual Property that was developed independently of the Agreement.
11.2
The Client IP: As between the parties, the Client owns all Intellectual Property Rights in any Client Intellectual Property or third party branding applied to an App under clause 11.7a, except as otherwise agreed in a Proposal
11.3
PaperKite IP: Without limiting clause 11.1 but subject to clause 5.2 and 11.2, PaperKite (and its licensors) owns (from the date it is created) all Intellectual Property Rights in:
a.
Apps and Software; and
b.
all other new Intellectual Property created by PaperKite in the course of providing the Services or otherwise in connection with the Agreement (including, to avoid doubt, any new designs, new branding, and general look and feel, created by PaperKite for Apps under the Agreement).
11.4
N/A
11.5
No contest: The Client must not contest or dispute the ownership or validity of PaperKite’s Intellectual Property Rights.
11.6
Client licence: The Client grants PaperKite a perpetual, worldwide, non-exclusive, fully paid-up licence to use any Client Intellectual Property to the extent reasonably required for PaperKite to carry out its obligations and exercise its rights under the Agreement.
11.7
Brand use:
a.
Apps may be used by the Client in accordance with this Agreement using any brands of the Client’s choosing provided:
i.
any branding applied by, or at the direction of, the Client, must not damage, dilute or alter the character or reputation of any PaperKite’s brands; and
ii.
if the Services provided by PaperKite under the Agreement include applying any branding to an App that is not Client Intellectual Property or PaperKite Intellectual Property, the Client must obtain for PaperKite an irrevocable and fully paid licence, for the duration of the Agreement, to use that third party material to the extent reasonably required for PaperKite to carry out PaperKite’s obligations and exercise its rights under the Agreement.
b.
All goodwill generated through the Client’s use of any of PaperKite’s brands accrues to the sole benefit of PaperKite and all goodwill generated through the Client’s use of its brand on Apps accrues to the sole benefit of the Client.
Confidentiality
12.1
Security: Each party must, unless it has the prior written consent of the other party:
a.
keep confidential at all times the Confidential Information of the other party;
b.
effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
c.
disclose Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that the personnel or professional advisor is aware of, and complies with, the provisions of clauses 12.1a and 12.1b.
12.2
Permitted disclosure: The obligation of confidentiality in clause 12.1a does not apply to any disclosure or use of Confidential Information:
a.
for the purpose of performing the Agreement or exercising a party’s rights under the Agreement;
b.
required by law (including under the rules of any stock exchange);
c.
which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
d.
which was rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or
e.
by PaperKite if required as part of a bona fide sale of its business (assets or shares, whether in whole or in part) to a third party, provided that PaperKite enters into a confidentiality agreement with the third party on terms no less restrictive than this clause 12.
12.3
Public statements: Notwithstanding anything else in the Agreement, PaperKite may make public statements both during and after the term of this Agreement to the effect that PaperKite has provided app development and related services to the Client, provided that the statements are confirmed with the client
Warranties
13.1
Mutual warranties: Each party warrants that it has full power and authority to enter into and perform its obligations under the Agreement which, when signed, will constitute binding obligations on the warranting party.
13.2
Apps: PaperKite does not give any warranty to any End User relating to Apps or Software, other than any warranties for which PaperKite cannot exclude its liability.
13.3
Prohibition: The Client must not give any warranty or make any representation relating to an App and/or the Software.
13.4
No implied warranties: To the maximum extent permitted by law:
a.
PaperKite’s representations, conditions, guarantees and warranties are limited to those set out in the Agreement, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise are expressly excluded;
b.
PaperKite makes no representation, condition, guarantee or warranty concerning the non-infringement of Apps or Software; and
c.
PaperKite does not represent, warrant, promise or guarantee that Apps or Software will be error-free or operate without interruption.
13.5
Statutory rights: Nothing in this Agreement excludes, restricts or modifies any condition, warranty or guarantee imposed by statute that cannot lawfully be excluded, restricted or modified. However, to the extent permitted by law, PaperKite’s liability relating to that condition, warranty or guarantee is limited, at PaperKite’s option, to:
a.
re-performing the defective Service so that it meets and satisfies that condition, warranty or guarantee; or
b.
paying the cost of having the defective Service supplied again.
Liability
14.1
Maximum liability: The maximum aggregate liability of PaperKite and the Client to each other under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by the Client to PaperKite under the Agreement in the previous Year (which in the first Year is deemed to be the total Fees paid to the Client from the Start Date to the date of the first event giving rise to liability).
14.2
Unrecoverable loss:
a.
Neither party is liable to the other under or in connection with the Agreement for any:
i.
loss of profit, revenue, savings, business, data and/or goodwill; or
ii.
consequential, indirect, incidental or special damage or loss of any kind.
b.
To avoid doubt, the Client’s liability to an End User or any other person is a type of loss excluded under clause 14.2a.
c.
PaperKite will not be liable under, or held to be in breach of, any Proposal or the Agreement to the extent that PaperKite fails to perform its obligations as a result of any design, specification or other information provided by, or at the direction of, the Client or any of its personnel or other contractors.
d.
PaperKite will not under any circumstances be liable to the Client or any third party in respect of:
i.
any modification made by any person other than PaperKite to Apps;
ii.
any act or omission by the Client or its personnel or End Users in:
iii.
inputting Data into Apps; or
iv.
using any information created by or derived from Apps,
each of which remain the Client’s sole responsibility.
e.
Apps merely provide a tool to assist the Client for its internal business purposes. The Client acknowledges that compliance with any and all legislative and regulatory obligations lie entirely with the Client.
14.3
Unlimited liability:
a.
Clauses 14.1 and 14.2 do not apply to limit PaperKite’s liability under or in connection with the Agreement for:
i.
fraud or wilful misconduct; or
ii.
breach of clause 12; or
iii.
for a breach of the Client’s Intellectual Property Rights.
b.
Clause 14.1 and 14.2 does not apply to limit the Client’s liability:
i.
to pay the Fees;
ii.
for those matters stated in clause 14.3a(i) and (ii); or
iii.
for a breach of PaperKite’s Intellectual Property Rights.
14.4
No liability for other’s failure: Neither party will be responsible, liable, or held to be in breach of the Agreement for any failure to perform its obligations under the Agreement or otherwise, to the extent the failure is directly caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.
14.5
Mitigation: Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with the Agreement.
Term and Termination
15.1
Duration: Unless terminated under this clause 15, the Agreement,
a.
starts on the Start Date and continues until the End Date; and then
b.
automatically renews for further terms of 1 year each unless a party gives 2 months’ prior notice that the Agreement will terminate on the expiry of the End Date or the current further term (as applicable).
15.2
Duration of Proposals: A Licencing Agreement will start on the start date specified in that agreement (if any) and will, unless terminated earlier in accordance with this Agreement, continue for the period specified in the Agreement.
15.3
Other termination rights: Either party may, by notice to the other party, immediately terminate the Agreement if the other party:
a.
breaches any material provision of the Agreement and the breach is not:
i.
remedied within 30 days of the receipt of the notice from the first party requiring it to remedy the breach; or
ii.
capable of being remedied;
b.
becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee or chargee agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
b.
is unable to perform a material obligation under the Agreement for 30 days or more due to Force Majeure.
15.4
Partial termination: Where a party has a right to terminate this Agreement it may, at its discretion and to the extent practicable, instead of terminating this Agreement in full terminate an affected Proposal and any Proposal that the terminating party considers to be associated with that affected contractual agreement. Clauses 15.5 and 15.6 apply, with all necessary changes, to a partial termination.
15.5
Additional Proposal termination rights: In addition to the termination rights in clauses 15.1 and 15.3, a Proposal may include additional rights to terminate that Proposal.
15.6
Consequences of termination or expiry:
a.
Termination or expiry of this Agreement as a whole terminates all contractual agreements then in force.
b.
Termination or expiry of the Agreement does not affect either party’s rights and obligations accrued before that termination or expiry.
c.
The Client must pay for Services provided before the expiry or termination date.
d.
On termination or expiry of the Agreement, except to the extent a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of this Agreement, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control. If requested by a party, the other party will certify in writing its compliance with this clause 15.6d.
e.
No compensation is payable by PaperKite to the Client as a result of termination of the Agreement for whatever reason.
15.7
Obligations continuing: Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 11, 12, 13, 14, 15.6, 15.7, and 16, continue in force.
Disputes
16.1
Good faith negotiations: Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, the Agreement through good faith negotiations.
16.2
Arbitration: Where the parties fail to resolve a Dispute under clause 16.1 within 14 days of one party giving the other party notice of the Dispute, the Dispute shall be referred to and finally resolved by arbitration in New Zealand (in English) in accordance with New Zealand law and the current Arbitration Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. (AMINZ). The arbitration will be conducted by one arbitrator to be agreed upon by the parties or, if the parties do not agree within 21 days of the Dispute arising, appointed by the then President of AMINZ.
16.3
Obligations continue: Each party must, to the extent practicable, continue to perform its obligations under the Agreement even if there is a dispute.
16.4
Right to seek relief: This clause 16 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.
General
17.1
Force Majeure: Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:
a.
promptly notifies the other party and provides full information about the Force Majeure;
b.
uses best efforts to overcome the Force Majeure; and
c.
continues to perform its obligations to the extent practicable.
17.2
Rights of third parties: No person other than PaperKite and the Client has any right to a benefit under, or to enforce, the Agreement.
17.3
Waiver: To waive a right under the Agreement, that waiver must be in writing and signed by both parties.
17.4
Notices: A notice given by a party under the Agreement must be delivered to the other party via email using the email address set out in the Proposal or otherwise notified by the other party for this purpose. If the notice given is notice of termination, a copy of that email must be immediately delivered (by hand or courier) to the Chief Executive or equivalent officer of the other party at the other party’s last known physical address.
17.5
Severability:
a.
If any provision of the Agreement is, or becomes, illegal, unenforceable or invalid, the relevant provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity.
b.
If modification under clause 17.5a is not possible, the provision must be treated for all purposes as severed from the Agreement without affecting the legality, enforceability or validity of the remaining provisions of the Agreement.
17.6
Variation: Subject to clause 10.4, any variation to the Agreement, including any Proposal, must be in writing and signed by both parties, acting reasonably and in good faith.
17.7
Entire Agreement: The Agreement sets out everything agreed by the parties relating to the Services, Apps, and the relationship between the parties, and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of the Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Start Date.
17.8
No assignment:
a.
The Client may not assign, novate, subcontract or transfer any right or obligation under the Agreement, without the prior written consent of PaperKite, which shall not be unreasonably withheld. The Client remains liable for the performance of its obligations under the Agreement despite any approved assignment, subcontracting, or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
b.
Any change of control of the Client is deemed to be an assignment for which PaperKite’s prior written consent is required under clause 17.8a. In this clause, change of control means any transfer of shares or other arrangement affecting the relevant party or any member of its group which results in a change in the effective control of that party. Any change of control that occurs in connection with the Client for which prior written consent of PaperKite is not obtained is deemed to be an irremediable breach of the Agreement for the purposes of clause 15.3aii.
17.9
Law: The Agreement is governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with the Agreement.
17.10
Counterparts: The Agreement may be signed in counterparts, each of which constitutes an original and all of which constitute the same agreement. A party may enter the Agreement by signing and emailing a counterpart copy to the other party.