Terms and Conditions
Terms and Conditions
The following definitions shall have effect in interpreting this Agreement:
“Agreement” means these Terms and Conditions and the associated Statement of Work.
“Organisation” means your entity or business named in the Agreement.
“Karo Data Management” means Karo Data Management Limited a registered, limited liability
“GST” means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate
prevailing at the time of the agreement.
“Services” means any function performed by Karo Data Management as set out in the Agreement with the
“Statement of Work” means the written document and integral part of the Agreement setting out the
scope of the Services required by the organisation.
Karo Data Management agree to supply the Services described in the Agreement, to the organisation.
The Services being provided under this Agreement will commence on the date of acceptance of the
agreement and shall continue indefinitely. Either party may terminate this Agreement by giving the
other party three months notice in writing as specified under "Termination" in these terms.
Neither party shall be liable for any failure to comply with or observe any provision of this
Agreement during the time that such performance is prevented by reason of a Force Majeure Event.
The party unable to fulfil its obligations under this clause will:
a) notify the other party as soon as reasonably practicable after the Force Majeure Event
b) endeavour to provide the other party with information regarding the extent of their inability to
perform and an estimate of the time likely to be required to overcome the Force Majeure Event;
c) use their reasonable endeavours to remedy or mitigate the effect of the Force Majeure Event.
For the purposes of this clause, a “Force Majeure Event” means any event or circumstance beyond a
Charges quoted in our quotes are valid for 7 days and shall become fixed once accepted by the
Unless otherwise specified in the Statement of Work the estimated hours and estimated completion
date, and any other dates set out in this Agreement represent Karo Data Management reasonable
efforts to estimate the time required to perform the Service and are provided for general planning
information only. Karo Data Management does not guarantee that the Service will be rendered within
the timeframe, however:
Karo Data Management will provide regular progress updates of actual hours and timelines against
Karo Data Management will notify the organisation as soon as practicable if the estimated hours are
likely to be exceeded.
Karo Data Management will not exceed the estimated hours without the organisation's written consent.
Confidentiality and Security
Karo Data Management and the organisation agree that they will keep at all times as strictly
confidential any confidential information that is disclosed or provided by one party to the other.
Karo Data Management and the organisation shall ensure that all of their respective employees,
contractors and advisors are made aware of the obligations of confidentiality prior to use of the
information by these persons, which shall be on a strictly need to know basis.
Health and Safety
When visiting or carrying out the Services from your organisations offices, Karo Data Management
shall at all times comply with your organisations Health and Safety Policy requirements and any
other reasonable instructions given by your personnel.
Karo Data Management Obligations
Karo Data Management will use reasonable commercial efforts to perform the Services as described in
the Statement of Work in accordance with the Agreement.
Karo Data Management may select qualified and reputable sub-contractors to perform the Services, as
stated in the Statement of Work, and notify the organisation in writing.
The organisation shall comply with the general obligations specified below together with any
specific Client obligations described in the Statement of Work, in a timely manner. The organisation
acknowledges that Karo Data Management ability to deliver Services is dependent upon the
organisation's full and timely co-operation with Karo Data Management, as well as the accuracy and
completeness of any information and data, which the organisation provides to Karo Data Management.
Accordingly, the organisation shall:
Provide Karo Data Management with access to, and use of, all reasonably required information, data,
documentation, and facilities, working space and office services in connection with performance of
Appoint a representative who shall provide professional and prompt liaison with Karo Data
Management, have the necessary expertise and authority to commit the organisation, and be available
to meet with Karo Data Management representative at regular intervals to review progress and resolve
any issues relating to the Services.
The organisation shall be liable for any delays to the milestone specified in the Statement of Work
caused by the organisation or resulting from the organisation's failure to fulfil any of its
Karo Data Management may, with prior notice, charge the organisation for any
additional charges incurred by Karo Data Management as a result of such delays, and may adjust the
affected delivery schedule accordingly.
To approve work within 4 weeks of completion. Where the organisation has not provided any feedback
following the completion of the required work the organisation will be billed for services in this
User Acceptance Testing
The PHO is strongly advised to test inside a Patient Management System especially if the form
- Pre-population from demographics, classifications, screening, and lab results
- Setting Recalls
- Writing back classifications and screening terms
- Creates an invoice
The PHO is responsible for signing off that the application is fit for purpose and that all clinical
fields have been tested in a PMS by a clinically qualified tester.
Best efforts will be made by Karo to deploy any completed work to production by the Go Live date
indicated but reserves the right to withhold deployment if:
- There are last minute issues and bugs discovered in the code.
- Karo is not satisfised thorough UAT has taken place including confirmation all clinical fields
have been tested by a qualified tester.
- There are any unforeseen problems with Karo’s production lines.
Karo Data Management shall deliver an invoice for the Services to the organisation at the end of
each month and the organisation shall pay Karo Data Management for the invoice on the twentieth day
of the month following the date of the invoice.
Invoicing for Services – Time and Materials
Where the Services are charged on Time and Materials basis, Karo Data Management will invoice the
organisation according to the hourly rates and billing periods set out in this Agreement for the
actual hours worked in each billing period.
Invoicing for Services – Fixed Cost
Where the Services are charged on Fixed Cost basis, Karo Data Management will invoice the
organisation the Fixed Cost at the billing periods set out in this Agreement.
All invoices are to include credits for payments or adjustments made in previous months.
Unless otherwise specified in this Agreement the organisation will reimburse Karo Data Management
special or unusual expenses incurred at the organisation's specific request; and
travelling costs and agreed disbursements incurred in performing the Services.
Karo Data Management reserves the right to charge interest of up to 5% on any outstanding invoice
amounts not paid within 10 days of the due date for payment.
Goods and Services Tax
All amounts stated in any Agreement are exclusive of GST.
Karo Data Management shall perform the Services in accordance with generally recognised commercial
practices and standards. Karo Data Management shall re-perform any Services not performed in
accordance with the foregoing warranty, provided that Karo Data Management receives written notice
from the organisation within 30 days after such Services were due to be performed.
The above warranties are exclusive and no other warranty, whether written or oral, is expressed or
implied. Karo Data Management specifically disclaims the implied warranties of merchantability and
fitness for a particular purpose.
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:
- Intellectual Property that existed prior to the date of the Agreement; and
- Intellectual Property that was developed independently of the Agreement.
- Know how: To the extent not owned by the Supplier, the Client grants the Supplier a royalty-free,
transferable, irrevocable and perpetual licence to use for the Supplier’s own business purposes any
know how, techniques, ideas, methodologies, and similar Intellectual Property used by the Supplier
in the provision of the Services.
All new Intellectual Property created or developed by the Supplier in providing the Services, is
owned by the Karo Data Management unless otherwise specified in a written agreement with your
Limitation of Liability and Indemnity
Karo Data Management liability (together with their servants, agents and contractors) whether in
contract, tort, under statute or otherwise, for any loss or damage to person or property, or
consequential or indirect loss, or economic loss which is caused, contributed to or otherwise arises
from the product or services supplied or any defect in them, or any negligent act or omissions shall
be strictly limited to the value of the services supplied by Karo Data Management whether under this
Agreement or otherwise to a total sum equal to the amount paid by the organisation to Karo Data
Management under the terms of each specific engagement for which there is an approved Statement of
Work or Letter of Engagement.
In particular, Karo Data Management will not be liable at all for consequential or indirect loss, or
economic loss including loss of profits or savings, loss of opportunities or loss of records or
data, or for losses or damages claimed by third parties, unless such loss is caused by Karo Data
Management gross negligence or wilful misconduct.
The organisation agrees to indemnify Karo Data Management for any liabilities, claims, losses, costs
and expenses (including legal expenses) incurred by Karo Data Management arising out of or in
relation to the organisation inappropriate use of the Services.
Where programs and processes are provided by Karo Data Management Limited (Karo) on information
provided by you to Karo then you accept that Karo has no knowledge or skill to be able to confirm
the validity or accuracy of the information or data provided by you.
Accordingly, neither Karo
nor its employees accept any liability, including liability for negligence, nor adverse effects
arising from the information provided by you, to you or any third party. For clarity ‘information’
amongst other things includes ‘business rules’ and ‘clinical'.
Karo does not guarantee our forms
will pre-populate from the PMS or write back to the PMS everytime a call to the PMS is made. We do
not accept any liability for the PMS.
The limitation of liability and the indemnity in any clauses survives the termination of this
Your organisation agrees to provide user acceptance testing signoff for any forms built for your
organisation prior to production. Karo Data Management will not be liable at all for any programs /
forms where User Acceptance Testing has not been completed by your organisation.
Either party may terminate this agreement by giving either 3 months’ notice in writing of the
intention to terminate, or payment in lieu of such notice.
After commencement of this agreement, any amendments shall be notified to and agreed upon and signed
by both parties in writing at least 30 days before they take effect unless a different period of
notice is agreed between both parties.
This agreement sets out the entire agreement between us, and supersedes all prior oral and written
representations, understandings, arrangements or agreements.
The organisation shall ensure that Karo Data Management is made aware of and Karo Data Management
shall comply with any special regulations applicable prior to commencement of any Services at the
No Joint Venture: Nothing contained in this Agreement shall be construed as creating a joint
venture, partnership or employment relationship between the parties hereto, nor shall either party
have the right, power or authority to create any obligation or duty, express or implied, on behalf
of the other party.
No Assignment: Except with respect to Karo Data Management rights regarding the use of
subcontractors, neither party may assign any rights or obligations under this Agreement without the
prior written consent of the other party.
The laws of New Zealand govern these Terms and the parties agree to submit to the non-exclusive
jurisdiction of the courts of New Zealand.