Procurement Contract ID:
AoG Consultancy Services Order (CSO)
Part A – for Participating Agency (client) to complete
ACT 1982
The Participating Agency (referred to as the client in Parts A – E of this Consultancy Services Order) will
complete this and email the entire form (including all Parts) to the Provider.
Today’s Date
CSO or Project name
Fire and Emergency New
Grant Thornton New
Agency
Provider
Zealand
Zealand Limited
Karen de Malmanche
9(2)(a)
Agency contact
Provider contact
Chief Advisor to DCE,
INFORMATION
name & title
name & title
Finance and Business
Partner
Operations
9(2)(a)
Nominated Personnel
Nominated Personnel
9(2)(a)
Karen.demalmanche@fire
Provider email
Agency email address
9(2)(a)
@nz.gt.com
andemergency.nz
address
Agency phone #
9(2)(a)
Provider phone #
9(2)(a)
Sub Category
Consultancy
GCDO Assurance Sub
No
Panel
Protective Security
No
Services Sub Panel
A1. Purpose and any background information
A Review to assess the ‘Current State’ of FENZ’s operational and fiscal status against an agreed
benchmark (with data sourced from overseas FENZ equivalents).
• The Review will assess the reasonability of the underlying assumptions of the Capital Expenditure
(CapEx) and Operational Expenditure (OpEx) forecasts for the short and longer terms.
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• The Review will assess FENZ’s readiness to receive additional funding from the Government and to
give FENZ the necessary information to address any actual or perceived shortcomings in FENZ’s
current operational and fiscal framework.
(Refer to Grant Thornton document “Fire and Emergency operational and fiscal review proposed
approach” dated June 2023.)
1
May 2024
A2. Specific questions / instructions for Provider
Working with the Deputy Chief Executive, Finance and Business Operations to conduct the assessment
and deliver outputs.
A3. Additional Information e.g. risks to client, additional contact information
The key risk to this review is the ability to find appropriate benchmark organisations due to
differences in mandate, operating environment, or structure.
A5. Timeframes
The initial piece of work is to start as soon as possible and delivery of the Fiscal assessment against current
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state report to be delivered by 30 November 2023.
A6. Indicative budget
The budget for each Phase (deliverable per A7 below) will be agreed with FENZ at the start of each Phase,
once the scope (depending on the data available, detail required as part of the assessment and number of
participating comparators) for each Phase has been finalised. The budget will be based on the All of
Government rate card included under B6 below.
For the initial Phase,
Terms of Reference (ToR), capturing the intended Review and process ready for the
FENZ Board, we estimate the fee to be $25,000 (excluding GST and actual and reasonable expenses).
INFORMATION
A7. Outputs of the Services
The review will provide four main deliverables:
1. Terms of Reference (ToR), capturing the intended Review and process ready for the FENZ Board.
2. An agreed benchmark and framework to apply (with key stakeholder input) for the Review.
3. ‘Current State’ findings based on application of the agreed benchmark and framework (First
Report).
4. Fiscal assessment of OpEx and CapEx, current and forecast, against ‘Current State’ (Second Report).
The review will be phased:
Phase One: Will see the delivery of the Terms of Reference, which will be provided before the next
Board meeting, to allow the Board the chance to consider the Review.
Phase Two: Will include working with FENZ to agree a benchmark and then seeking key stakeholder
input across a number of workshops for further development of the benchmark to underpin the
review framework to assess the Current State of FENZ.
Phase Three: Will be the application of the agreed benchmark and framework to establish a FENZ
‘Current State’, captured in the First Report.
Phase Four: Building on the Current State from Phase Three, the final Phase will involve assessing the
reasonability of the underlying OpEx and CapEx assumptions in FENZ’s short and longer term
forecasts, set out in the Second Report.
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2
May 2024
Part B – for Provider to complete
The Provider will complete Part B and email the form back to the client
B1. Specific Services to be provided
To undertake an assessment of Fire and Emergency’s current operational and fiscal framework to
give the organisation the necessary information to address any actual or perceived shortcomings in
its current fiscal framework.
B2. Sub Category and Tier to be Provided
Selection
Sub-category of Services
Tier (1/2/3)
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Accounting
Assurance
Audit
X
Finance and economics
1
Procurement and logistics
Taxation
Business change
Human resource
INFORMATION
Marketing and public relations
Operations management and risk
Policy, research and development
B3. Can you confirm that the Nominated Personnel (if any) is available to provide the Services?
Yes
B4. Can you confirm that the timeframe is acceptable?
Yes
B5. Estimated Start and End Date
Start
14 June 2023
End
31 March 2024
B6. Estimate / Quote (excluding GST, if any)
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3
May 2024
Fees
$TBC (agreed hourly rates to be charged)
Administration Fee (Tier 1 and 2 only)
$[1% of Fees for Services for which the Provider is Tier 1 or Tier 2]
(Optional) The above Fees are apportioned as follows:
Job Level 1
$
Job Level 2
$
Job Level 3
$
Job Level 4
$
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Job Level 5
$
Fixed Fee (Job Level 1)
$
Fixed Fee (Job Level 2)
$
Fixed Fee (Job Level 3)
$
Fixed Fee (Job Level 4)
$
Fixed Fee (Job Level 5)
$
Monthly Retainer
$
INFORMATION
Subcontracting
$
Expenses
$TBC (Flights, travel, accommodation and sundry)
Total Charges
$
Identify whether the Total Charges is an
Estimate / Quote and the method that
the Charges have been calculated
Additional information / assumptions:
As noted under A6. Indicative budget above, the budget for each Phase / deliverable will be agreed
with FENZ at the start of each Phase, once the scope (depending on data available, detail required as
part of the assessment and number of participating comparators) for each Phase has been finalised.
The budget will be based on the following All of Government rate card:
Level / Title
AoG Rate
L5. Partner or Director
$
9(2)(b)(ii)
L4. Senior Manager or Manager
$
9(2)(b)(ii)
L3. Senior Consultant
$
9(2)(b)(ii)
L2. Intermediate Consultant
$
9(2)(b)(ii)
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L1. Junior Consultant
$
9(2)(b)(ii)
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May 2024
Fees are calculated exclusive of GST and actual and reasonable expenses. Expenses will be recharged
at cost and will depend on such items as the level of travel, accommodation, printing, and incidentals
required.
Bills will be rendered monthly in arrears on a project basis for fees and expenses incurred based on
the portion of work completed.
Payment is due within 20 days of the date of the invoice.
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Job Level
Indicative Characteristics
• 15+ years of extensive professional experience in their specialised field in a consultancy
role.
• An industry leader and key influencer who is respected for their professional proficiency
and knowledge.
Level 5
• Recognised as a trusted adviser to ministers and/or senior executive teams.
• Acts as the senior responsible person on major client engagements. Able to be accountable
for leading complex projects/programs.
• Responsible for leading a high performing team of professionals, including the coaching
and mentoring of colleagues at Levels 1–4.
INFORMATION
• 10+ years of substantial professional experience in their specialised field in a consultancy
role.
• Strong theoretical base in subject area, with ability to apply best practice principles to the
subject matter context.
Level 4
• Senior team leader with the ability to deputise for the senior responsible person and coach
and mentor more junior staff.
• Ability to coordinate contributions of other specialists to complete a joint project.
• Can engage with clients at strategic/management level if required.
• 3-10 years of notable professional experience in their specialised field in a consultancy role.
• A trusted performer on a wide range of client-facing consultancy projects in both the
private and public sectors.
• Thorough knowledge of functional area, combining a broad grasp of relevant best practice
principles.
Level 3
• Ability to participate in multi-disciplinary teams and to work independently (with limited
supervision).
• Performs professional level analysis requiring technical skills and independent initiative
within a well-defined program of work.
• Contacts with clients predominantly at a working level.
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5
May 2024
• 1-3 years of demonstrable professional experience in their specialised field in a consultancy
role.
• Previous experience on a range of client-facing consultancy projects, preferably in both the
private and public sectors.
Level 2
• Has a theoretical base in subject area, possibly supplemented through recent study, with
the ability to translate theory into practice
• Performs a variety of analytical tasks requiring independent initiative and knowledge.
• Interacts with clients predominantly at the working level.
• 0+ years of relevant professional experience in a professional environment.
• Evidence of prior contributions to consultancy engagements.
Level 1
•
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Performs a range of administrative tasks to support the wider team.
• Work is performed under the guidance of colleagues at Levels 3-5.
B7. Conflict of Interest declaration and Additional Information
I, 9(2)(a)
, have made diligent inquiry whether Grant Thornton New Zealand Limited has any actual,
potential or perceived Conflict of Interest were it to provide the Services described in this Consultancy
Services Order and I have disclosed any actual, potential or perceived Conflict of Interest and how it will be
managed below:
No conflicts identified
INFORMATION
B8. Additional information
N/A
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May 2024
B9. Signatures
Name of Provider’s authorised signatory
9(2)(a)
9(2)(a)
Signature of authorised signatory
The client accepts and authorises this
Yes
ACT 1982
Consultancy Services Order
Name of client’s authorised signatory
Karen de Malmanche
Signature of authorised signatory
9(2)(a)
Date of acceptance
09/10/2023
Client’s job reference or purchase order number
[if required]
INFORMATION
Please send this link below to your agency contacts to complete after each engagement. For long
engagements, we recommend sending this at key milestones to seek feedback throughout the
engagement.
Consultancy (https://www.research.net/r/ClientSatisfactionSurvey-AoGcontracts-CSO)
GCDO Assurance (https://www.research.net/r/GCDOAssuranceServices-CSO)
RELEASED UNDER THE OFFICIAL
7
May 2024
Part C – Variations to Part A
LEAVE BLANK WHEN ISSUING CONSULTANCY SERVICES ORDER
The client will complete Part C if they wish to change any details in Part A
C1. Revised scope and/or timeframe
Since delivering the Terms of Reference (ToR), capturing the intended Review and process for the
FENZ Board ($25,000), the GTNZ team worked towards financial benchmark implementation.
ACT 1982
Grant Thornton have been working to deliver the financial benchmark in two reports:
1)
Interim financial benchmark report: Initial financial benchmarking exercise. Expense transaction
lines were investigated at cost centre and general ledger code level to create a comparable data
categorisation logic. Based on the categorisation logic, organisational data was classified and
analysed. This initial financial analysis acted as the baseline, which was validated and built upon
for the final report. The interim report delivered the preliminary findings from the framework, as
well as the categorisation methodology.
INFORMATION
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May 2024
2)
Final financial benchmark report: The completion and validation of the financial benchmark
required extensive collaboration between GTNZ, FENZ and SFRS. After validating and confirming
the financial categorisation exercise undertaken in the interim report (together with the subject
matter experts from both organisations), the GTNZ team picked out areas of interest to facilitate
further investigation.
In the Final Report, it is anticipated that key cost assessments across functional capabilities of
FENZ and SFRS will identify similarities and differences between the two providers, enabling
‘deeper dives’ into what underpins these. It is anticipated this analysis should enable efficiency,
best practice, and cost saving practices to be identified.
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INFORMATION
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May 2024
3) Building upon the financial benchmark (not included in price of variation)
The completion of the financial benchmark gives FENZ and SFRS the basis to enable the formation of
internal working groups to undertake operational deep dives. GTNZ will facilitate such groups and be
assisting where required.
Suggested areas of focus for the working groups:
•
Areas of cost efficiencies across both organisations, identifying areas where cost savings can
be achieved.
•
Establish good practice in the fire and emergency industry. Collaborating to co-design ACT 1982
solutions to common problems.
•
Drive operational insights, identifying areas where new, innovative approaches can improve
public outcomes.
•
Identify areas that may need improvement, using the comparable financial data.
Additionally, the financial benchmarking allows trend deep dives:
•
The financial benchmark serves as a powerful tool to identify differences between both
organisations. Building upon the strong collaboration between FENZ and SFRS thus far in the
process, the financial benchmark enables respective teams at both FENZ and SFRS to form
INFORMATION
working groups to find the underlying causes of spending differences between the two
organisations, with a view to finding innovative solutions to common challenges.
While the financial benchmark serves as a baseline for the creation of an international Fire and
Emergency benchmark, adding more comparable organisations will enrich its effectiveness. One of
the focus areas following the financial benchmarking will be to find additional organisations to add to
the benchmarking.
Note, information for 3) building on the financial benchmark is provided for interest as a future area
of work and does not form part of the scope of work for this variation.
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10
May 2024
Budget for variation (work delivered to date):
Phase
Timeline
Outputs
Quote
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Interim
18/03/2024
• Development of spend categorisation logic
$50,000
financial
• Initial spend mapping with caveats
benchmark
•
report
Benchmarking methodology report
• Interim report delivery
Final
17/05/2024
• Validated spend categorisation (final validation
$100,000
financial
confirmed by FENZ and SFRS subject matter
benchmark
experts)
report
• Complete four-tiered financial benchmark
comparing expense data between FENZ and
INFORMATION
SFRS. Delivery in form of Power BI dashboard
and underlying material in MS Excel.
• Validated findings from report
• Overview of financial benchmark for sharing
with other fire and emergency services
• Final report delivery
Total variation budget: $150,000
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May 2024
Part D – Variations to Part B
LEAVE BLANK WHEN ISSUING CONSULTANCY SERVICES ORDER
The Provider will complete this only if and when it receives a Variation per Part C above from the client
D1. Revised Estimate (excluding GST, if any)
Revised Fees
$[Add in total Fees]
Administration Fee (Tier 1 and 2 only)
$[1% of Fees for Services for which the Provider is Tier 1 or Tier 2]
(Optional) The above Fees are apportioned as follows:
ACT 1982
Job Level 1
$
Job Level 2
$
Job Level 3
$
Job Level 4
$
Job Level 5
$
Fixed Fee (Job Level 1)
$
Fixed Fee (Job Level 2)
$
INFORMATION
Fixed Fee (Job Level 3)
$
Fixed Fee (Job Level 4)
$
Fixed Fee (Job Level 5)
$
Monthly Retainer
$
Subcontracting
$
Revised Expenses
$
Total Charges
$ 175,000
Identify whether the Total Charges is an Quote
Estimate / Quote and the method that
the Charges have been calculated
Additional information / assumptions:
$175,000 total charge includes $25,000 for initial discovery work and $150,000 for the delivery of both
phases of work. To be completed by 31 July 2024.
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May 2024
Part E – Acceptance
LEAVE BLANK WHEN ISSUING CONSULTANCY SERVICES ORDER
The Provider and client to complete on acceptance of this Consultancy Services Order
E1. Signatures
Name of Provider’s authorised signatory
9(2)(a)
9(2)(a)
ACT 1982
Signature of authorised signatory
The client accepts and authorises this
Yes
Consultancy Services Order
Name of client’s authorised signatory
Karen de Malmanche, Chief Advisor
INFORMATION
Signature of authorised signatory
9(2)(a)
Date of acceptance
21 May 2024
Client’s job reference or purchase order number
[if required]
Please send this link below to your agency contacts to complete after each engagement. For long
engagements, we recommend sending this at key milestones to seek feedback throughout the
engagement.
Consultancy (https://www.research.net/r/ClientSatisfactionSurvey-AoGcontracts-CSO)
GCDO Assurance (https://www.research.net/r/GCDOAssuranceServices-CSO)
RELEASED UNDER THE OFFICIAL
13
May 2024
link to page 17 link to page 17 link to page 15 link to page 18 link to page 17 link to page 24
Part F – Terms
THE PROVIDER AND PARTICIPATING AGENCIES ARE NOT PERMITTED TO AMEND
THIS PART F.
This Part F contains an extract of selected terms and conditions from the Services Agreement
(the Agreement). Clause, schedule and paragraph references have been updated to refer to
clauses, schedules and paragraphs in this Part F where applicable. For the full terms and
conditions that govern the Services, please refer to the Agreement.
ACT 1982
1.
Appointment
the terms of this Consultancy Services
Order.
1.1
Appointment
(b)
The Provider will use all reasonable
(a)
The Participating Agency appoints the
endeavours to ensure that, on the date
Provider to provide Services to the
the Documentation is provided under this
Participating Agency as detailed in this
Consultancy Services Order, such
Consultancy Services Order and the
Documentation is in a readable and
Provider accepts that appointment, in
readily useable format.
accordance with the terms of this
Consultancy Services Order.
2.2
Agents may procure Services
(b)
Certain obligations of the Provider in this
The Participating Agency may, by notice to the
Consultancy Services Order do not apply
Provider and the CoE, appoint one or more third
INFORMATION
to sub-categories of Services for which
parties to procure Services under this
the Provider has been appointed as a
Consultancy Services Order on the Participating
Tier 3 Provider as follows:
Agency’s behalf and/or receive invoices, as if
that agent was a Participating Agency, provided
(i)
the Participating Agency may
that any such procurement is for the sole benefit
nominate specific Personnel to
of the Participating Agency.
be the primary providers or to
supervise the delivery of the
2.3
Timely performance
Services but clauses
6.2(b) to
The Provider will ensure that the Services to be
6.2(e) do not apply to any
performed under this Consultancy Services
nominated Personnel;
Order are provided on or before the date
(ii)
the relevant Services are not
specified for performance (if any) in this
required to meet or exceed the
Consultancy Services Order and, if no time is
Service Levels specified in
specified, within a reasonable time after the issue
Schedule 3 (Performance
of the Consultancy Services Order.
Measurement) and claus
e 2.5(a),
2.4
Delay
Schedule 3 (Performance
Measurement) do not apply;
(a)
If the Provider considers that it is (or is
likely to be) prevented or delayed from
(iii)
the Provider is not required to
achieving a date or time for performance
pay an Administration Fee and
(
Milestone) specified in this Consultancy
claus
e 8.3(a)(v) does not apply;
Services Order (
Delay), it will:
(iv)
the Provider is not required to
(i)
immediately provide notice
conduct the Agency Satisfaction
verbally or in writing to the
Survey for the relevant Services
Participating Agency, setting out:
and claus
e 5.1(h) does not apply;
(A)
the cause of the Delay
(v)
the Provider and Participating
and its expected
Agency are not obligated to
escalate a dispute to the CoE’s
duration;
All-of-Government Procurement
(B)
the effect of the Delay on
Manager, Centre of Expertise for
its ability to perform its
Consultancy, in accordance with
obligations under this
clause
13.2(c)(ii); and
Consultancy Services
Order (including any
(vi)
as otherwise stated in this
future Milestones);
Consultancy Services Order.
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(C)
what extension, if any, to
2.
Services
the relevant Milestone is
2.1
Services
being sought; and
(a)
The Provider will provide Services to the
(D)
what steps, if any, the
Participating Agency in accordance with
Participating Agency
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March 2020
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to make use of it for the purpose
may take to mitigate the
for which it was requested;
effect of the Delay; and
(iv)
act in the best interests of the
(ii)
take all reasonable steps
Participating Agency in the
necessary (including by the
provision of Services to the
allocation of additional
Participating Agency; and
resources) to eliminate or avoid
the Delay and, in all cases,
(v)
provide Services to the
mitigate its effects.
reasonable satisfaction of the
Participating Agency (as reported
(b)
If the Provider and Participating Agency
to the CoE).
agree that the Delay is acceptable or
wish to amend the Milestone:
3.
Estimates and Quotes
(i)
the Provider will complete and
3.1
Estimates and Quotes
submit Part C of this Consultancy
Services Order to the
(a)
The Provider must provide an Estimate
Participating Agency; and
or Quote for all Services to be provided
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under this Consultancy Services Order,
(ii)
upon receipt of the completed
unless the total Fees in respect of the
Part C of this Consultancy
Services under this Consultancy
Services Order, the Participating
Services Order are likely to be less than
Agency must promptly advise the
$10,000 (exclusive of GST) or such other
Provider in writing if the
amount as determined by the CoE and
completed Part C is acceptable.
notified to the Provider.
(c)
If the Provider does not achieve the
(b)
Despite claus
e 3.1(a), if, during the
Milestone (as amended from time to
course of providing the Services, the
time) and the Participating Agency’s acts
Provider becomes aware that the total
or omissions, or those of its Personnel or
Fees (excluding GST) are likely to
third parties acting on its behalf, have not
exceed the amount referred to in clause
caused the Provider to fail to achieve the
3.1(a), the Provider must provide an
Milestone, the Participating Agency may,
Estimate in accordance with clauses
without prejudice to any other right or
3.1(c) to
(e).
remedy, suspend payment of any
INFORMATION
Charges relating to this Consultancy
(c)
All Estimates and Quotes will be
Services Order until the Provider
provided at no cost to the Participating
remedies the relevant failure.
Agency.
2.5
Service standards
(d)
All Estimates and Quotes must specify
the estimated timeframe to perform the
(a)
The Provider must provide the Services
Services requested in this Consultancy
in relation to the sub-categories for which
Services Order and the Rates of
the Provider has been appointed as a
Personnel providing the Services and
Tier 1 and Tier 2 Provider to a standard
include any Expenses likely to be
that reaches or exceeds the Service
incurred in providing the Services.
Levels specified in Schedule 3
(Performance Measurement).
(e)
All Quotes and Estimates must be
provided to the Participating Agency in
(b)
In addition, the Provider must:
writing and must be included in this
(i)
provide the Services diligently,
Consultancy Services Order.
efficiently, effectively and in
(f)
To avoid doubt and without limiting
accordance with Industry Best
clause 4.5(c) of the Services Agreement,
Practice;
if any Quote or Estimate is not
(ii)
ensure that the Services to be
acceptable to the Participating Agency,
performed under this
the Participating Agency and Provider
Consultancy Services Order are
may seek to negotiate a more favourable
provided on or before the date
Quote or Estimate, including a decrease
specified for performance (if any)
in the Rates on which the Quote or
in this Consultancy Services
Estimate was based.
Order and, if no time is specified,
3.2
If Charges exceed the Estimate
within a reasonable time after the
issue of this Consultancy
(a)
If during the course of providing the
Services Order;
Services under this Consultancy
Services Order, the Provider becomes
(iii)
ensure that all Documentation,
aware that the total Charges (excluding
information and advice (including
GST) are likely to exceed the Estimate,
Documentation, information and
the Provider must give written notice to
advice provided prior to the issue
the Participating Agency using Part D of
of this Consultancy Services
this Consultancy Services Order as soon
Order) provided to the
as the Provider becomes so aware, but
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Participating Agency or
no later than the time the costs accrued
published on the Provider
or incurred reach 80% of the Estimate.
Database is Fit for Purpose so
that, without limitation, it contains
(b)
The notice under clause
3.2(a) must
sufficient content and detail to
specify a revised Estimate for the
enable the Participating Agency
Services and include the reason the total
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(ii)
any Personnel or Subcontractors
Charges will exceed the original
of the Provider do not engage in
Estimate.
any activity or obtain interests
(c)
The Participating Agency has sole
that might result in the Provider
discretion whether to approve a revised
or such Personnel or
Estimate and must act reasonably when
Subcontractors having an actual,
deciding whether to approve a revised
potential or perceived Conflict of
Estimate.
Interest,
(d)
When a revised Estimate is approved,
that cannot be managed to the
the Participating Agency must provide
satisfaction of the Participating Agency.
written notice of the same to the
(d)
If, after commencing Services under this
Provider.
Consultancy Services Order, the
(e)
If a Provider has provided an Estimate to
Provider becomes aware of any matter,
the Participating Agency for Services, the
circumstance, interest or activity that
Participating Agency is not liable to pay
may give rise to any actual, potential or
the Provider any amount exceeding the
perceived Conflict of Interest, the
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Estimate unless the Participating Agency
Provider must immediately notify the
has approved a revised Estimate.
Participating Agency of all relevant
details and must immediately cease work
3.3
If Charges exceed the Quote
on the Services until such time as the
(a)
The Provider acknowledges that neither
Participating Agency provides written
the CoE nor the Participating Agency are
notice confirming the Provider may
obliged to pay any Charges to the
continue to perform the Services or
Provider in relation to Services
terminates the engagement of the
performed under this Consultancy
Provider in respect to the Services to be
Services Order if those Charges exceed
performed under this Consultancy
any Quote provided in relation to this
Services Order in accordance with
Consultancy Services Order, unless the
claus
e 4.1(e).
Participating Agency has given its prior
(e)
If the Participating Agency considers that
written consent in accordance with
the Provider has an actual Conflict of
claus
e 3.3(b).
Interest of sufficient gravity that the
INFORMATION
(b)
If the Participating Agency agrees to
Provider can no longer perform Services
allow the Provider to increase the
for it, the Participating Agency may, by
Charges:
written notice to the Provider, terminate
this Consultancy Services Order with
(i)
the Provider will complete and
immediate effect on the date of
submit Part D of this Consultancy
termination specified in that notice.
Services Order to the
Participating Agency; and
(f)
Any approval or notice given by the
Participating Agency pursuant to clause
(ii)
upon receipt of the completed
4.1(b) or 4.1(d) may require the Provider
Part D of this Consultancy
to take steps reasonably required by the
Services Order, the Participating
Participating Agency to manage the
Agency must promptly advise the
Conflict of Interest, and the Provider
Provider (in writing) if the
must provide written notice confirming its
completed Part D is acceptable.
acceptance of those steps before it may
commence or continue to provide the
4.
Conflicts of interest
Services under this Consultancy
Services Order.
4.1
Conflicts of interest
5.
Responsibilities
(a)
The Provider must, upon receipt of this
Consultancy Services Order, make
5.1
Provider responsibilities
diligent inquiry whether it has any actual,
potential or perceived Conflicts of
In addition to its other obligations under this
Interest if it were to provide the Services
Consultancy Services Order, the Provider will:
specified in this Consultancy Services
Order and, if no such Conflict of Interest
(a)
respond promptly, accurately and
exists, the Provider must provide
adequately to any requests for
confirmation to that effect to the
information made by the Participating
Participating Agency.
Agency in relation to the Services,
including requests for advice;
(b)
If the Provider has an actual, potential or
perceived Conflict of Interest, the
(b)
in performing Services for the
Provider must immediately notify the
Participating Agency under this
Participating Agency and must not begin
Consultancy Services Order comply with
performing the Services without the prior
all privacy and other policies and
written approval of the Participating
guidelines issued by the Participating
Agency.
Agency and notified or made available to
the Provider;
RELEASED UNDER THE OFFICIAL
(c)
The Provider must take all reasonable
steps to ensure that:
(c)
obtain, maintain and comply with any
governmental, regulatory or other
(i)
a situation does not arise that
approvals, permissions, consents,
might result in an actual,
licences, and requirements necessary to
potential or perceived Conflict of
provide the Services and perform its
Interest; and
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6.
Resourcing
obligations under this Consultancy
Services Order;
6.1
General requirements
(d)
comply with all Laws at all times during
The Provider will provide and maintain sufficient
the Term in so far as they relate to the
resources (including human resources,
provision of the Services, including the
equipment, telecommunications connectivity,
Privacy Act 1993 and all applicable
premises and other facilities) to enable it to
consumer laws;
perform its obligations on time and otherwise in
(e)
ensure that it and its Personnel providing
accordance with this Consultancy Services
the Services do not access the
Order.
Participating Agency’s information or
6.2
Provider’s Nominated Personnel
systems except to the extent necessary
to provide the Services and for no other
(a)
The Participating Agency may, in this
purpose;
Consultancy Services Order, nominate
specific Personnel (
Nominated
(f)
as soon as is practicable, notify the
Personnel) to be the primary providers
Participating Agency of any problems or
or to supervise the delivery of the
ACT 1982
issues that arise in relation to the
Services.
performance of its obligations under this
Consultancy Services Order, including
(b)
If any Nominated Personnel nominated
any problems or issues that will, or are
in this Consultancy Services Order are
likely to, affect the provision or quality of
not available to provide or supervise the
the Services or the ability of the Provider
Services requested, the Provider must
to perform its obligations under this
immediately notify the Participating
Consultancy Services Order;
Agency and provide details of other
Personnel (if any) with the necessary
(g)
without limiting any other provision of this
skills and experience to provide or
Consultancy Services Order, use all
supervise the Services requested
reasonable endeavours to avoid
pursuant to this Consultancy Services
damaging or adversely affecting any
Order.
Participating Agency’s reputation;
(c)
Notice given under claus
e 6.2(b) must
(h)
in relation to the sub-categories for which
specify the period for which the
the Provider has been appointed as a
INFORMATION
Nominated Personnel will continue to be
Tier 1 and Tier 2 Provider, conduct the
unavailable.
Agency Satisfaction Survey by asking
the Participating Agency the questions
(d)
Upon receipt of notice under clause
recorded in Annexure A of Schedule 5
6.2(b), the Participating Agency must
(Governance) to the Services Agreement
notify the Provider whether the
within 5 Business Days of the Services in
replacement Personnel are acceptable.
this Consultancy Services Order being
completed.
(e)
The Participating Agency is under no
obligation to accept any replacement
5.2
Participating Agencies’ responsibilities
Personnel and, if it does not approve the
replacement Personnel, the Provider
The Participating Agency has the following
may not commence or continue providing
responsibilities in relation to the Services:
the Services.
(a)
to manage its operational relationship
6.3
Personnel
with the Provider, including in relation to
the fulfilment of this Consultancy
(a)
The Provider will ensure that all of its
Services Order;
Personnel who are engaged in the
performance of the Provider’s obligations
(b)
to notify the Provider of all relevant
under this Consultancy Services Order:
policies, guidelines and procedures of
the Participating Agency that the
(i)
have the requisite skills,
Provider must comply with when
expertise, qualifications and
performing the Services under this
experience;
Consultancy Services Order;
(ii)
have, before performing any
(c)
to provide adequate instructions and
such obligations, obtained all
information to the Provider to allow it to
security clearances and passed
perform the Services under this
all probity checks required by, or
Consultancy Services Order;
necessary to provide the
Services to, the Participating
(d)
to make timely decisions where
Agency;
approvals or consents are reasonably
sought by the Provider in performing the
(iii)
comply with all health, safety,
Services under this Consultancy
security and other policies, codes
Services Order;
of conduct, procedures and
reasonable directions as may be
(e)
to pay the Charges; and
reasonably required by the
RELEASED UNDER THE OFFICIAL
(f)
to use its best efforts to resolve any
Participating Agency from time to
dispute directly with the Provider before
time; and
involving the CoE in accordance with
(iv)
will carry out their respective
claus
e 13.
duties with due care, skill and
diligence.
14
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8.
Price and payment
(b)
The Participating Agency will notify the
Provider of any security clearances and
8.1
Calculation of Charges
probity checks required by, or necessary
to provide the Services to, the
The Charges will be calculated in accordance
Participating Agency.
with the terms of Schedule 2 (Pricing).
6.4
Subcontracting
8.2
Participating Agency to pay for Services
(a)
The Provider will not subcontract the
(a)
The Participating Agency will pay the
performance of all or part of the Services
Provider the Charges applicable to any
or any of its other obligations under this
Services procured by the Participating
Consultancy Services Order, except with
Agency on the terms of this claus
e 8.
the prior written consent of the
Participating Agency.
(b)
The Charges and Administration Fee
comprise the total amount payable by the
(b)
The Provider is solely responsible for the
Participating Agency for the Services.
selection of each Subcontractor and
must ensure that each Subcontractor is
8.3
Invoicing and payment
ACT 1982
creditworthy, qualified and has the
Except as otherwise provided in Schedule 2
relevant experience to perform the work
(Pricing) or as agreed with the Participating
it is required to carry out for the Provider.
Agency in this Consultancy Services Order, the
(c)
To the extent permitted by Law, the
Provider will invoice the Participating Agency (or,
Provider is and remains fully responsible
if the Participating Agency has instructed the
for any act or omission of any
Provider in writing, the third party agent) for the
Subcontractor.
Charges and the Participating Agency will pay
those Charges, in accordance with the following
(d)
The Provider must ensure that each
terms:
Subcontract contains obligations on the
Subcontractor that are consistent with
(a)
the Provider will render one itemised
the relevant terms of this Consultancy
invoice to the Participating Agency at the
Services Order, including in relation to
end of each month during the Term for
clause
s 5.1 (Provider responsibilities),
all Services performed during that month
6.3(a) (Personne
l), 10 (Confidentiality),
specifying (as applicable):
11 (Intellectual Property) an
d 14
INFORMATION
(i)
the nature and amount of the
(Termination) and Schedule 3
Fees or other applicable fees
(Performance Measurement), together
and fee structures;
with clause 15 (Audit) of the Services
Agreement.
(ii)
the Personnel and their
applicable Rate;
(e)
If, in the Participating Agency’s
reasonable opinion, a Subcontractor is:
(iii)
the hours billed (by Personnel
and in the aggregate);
(i)
materially not performing in
accordance with the terms of this
(iv)
the nature and amount of any
Consultancy Services Order, the
Expenses (including any third
Participating Agency may, by
party charges to be passed on to
notice to the Provider, require the
the Participating Agency);
Provider to procure that the
Subcontractor performs the
(v)
if applicable, the amount
relevant obligations within 10
representing the Administration
Business Days, failing which the
Fee;
Participating Agency may, by
(vi)
how much of the Estimate or
notice to the Provider, require the
Quote has been used;
Provider to remove that
Subcontractor; or
(vii)
a brief description of the Services
provided during that month; and
(ii)
a material threat to the health,
safety or security of the
(viii)
any other matters the
Personnel or property of the
Participating Agency may
Participating Agency, or has
reasonably request;
breached security or
confidentiality requirements of
(b)
each correctly rendered invoice will be
this Consultancy Services Order,
payable on or before the 20th day of the
the Participating Agency may, by
month following the month in which the
notice to the Provider, require the
invoice was received;
Provider to remove that
(c)
the Participating Agency will have no
Subcontractor,
obligation to pay any Charges which are
invoiced more than 90 days after the
and the Provider will ensure the
date that such amount was required to
immediate removal of that Subcontractor.
be invoiced pursuant to this claus
e 8.3;
7.
Changes
and
RELEASED UNDER THE OFFICIAL
7.1
Change procedure
(d)
the Provider may only invoice the
Participating Agency for any Expenses at
The Participating Agency may agree any
the cost actually incurred by the
variations to this Consultancy Services Order
Provider.
with the Provider using Part C of the Consultancy
Services Order.
8.4
Invoice disputes
15
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(c)
this Consultancy Services Order
If the Participating Agency or the Provider
constitutes its legal, valid and binding
disputes an invoice:
obligations and is enforceable in
(a)
it may withhold the disputed sum and, if
accordance with its terms.
applicable, associated Administration
9.2
Provider’s warranties
Fee until the dispute is resolved;
The Provider represents, warrants and
(b)
the dispute will be resolved in
undertakes that:
accordance with claus
e 13; and
(a)
it will perform its obligations under this
(c)
it will pay the undisputed portion in
Consultancy Services Order with due
accordance with claus
e 8.3.
care, skill, promptness and diligence at
The Provider will not be excused from performing
all times;
its obligations under this Consultancy Services
(b)
it has, and will have throughout the
Order while an invoice is disputed by the
Term, sufficient Personnel to supply the
Participating Agency.
Services and to perform its other
8.5
Taxes
obligations under this Consultancy
ACT 1982
Services Order;
(a)
Except for any GST payable by the
Participating Agency, any present or
(c)
it, and each of its Personnel engaged in
future tax, levy, impost, duty, charge,
the performance of the Services, has,
assessment or fee of any nature
and will have throughout the Term, the
(including applicable interest and
necessary expertise and all necessary
penalties) payable in connection with this
governmental, regulatory or other
Consultancy Services Order under any
approvals, permissions, consents,
Law is to be paid by the Provider and not
licences, qualifications, accreditations
passed on to the Participating Agency
and requirements to provide the Services
unless otherwise expressly agreed in
and perform its other obligations under
writing by the Participating Agency.
this Consultancy Services Order;
(b)
The Participating Agency may deduct
(d)
it will comply with the requirements of all
from any payment to be made to the
Laws as they relate to the provision of
Provider any withholding taxes or other
Services by the Provider;
INFORMATION
deductions that it is required by Law to
(e)
the possession or use of any item of
make.
Intellectual Property supplied or licensed
8.6
Administration Fee
by it, or the use of any item of Intellectual
Property by it to perform its obligations
In relation to the sub-categories for which the
under this Consultancy Services Order,
Provider has been appointed as a Tier 1 or Tier 2
will not infringe the rights of any third
Provider, the Provider will ensure that each
party;
invoice issued to the Participating Agency for the
Charges includes, in addition to the Charges, a
(f)
all Documentation (and any other
separate amount equal to 1% of the Fees
information or advice supplied by it to the
(excluding GST) (the
Administration Fee).
Participating Agency) and any
information and data reported to the CoE
8.7
Suspension of payment
will be accurate, complete and (as
(a)
Without prejudice to any other right or
applicable) Fit for Purpose;
remedy that may be available to the
(g)
there are no existing agreements,
Participating Agency, the Participating
undertakings or arrangements which
Agency may suspend payment of all or
prevent it from entering into this
any part of the Charges if the CoE has
Consultancy Services Order, or which
notified the Provider that the Provider is
would impede the performance of its
in Material Breach, until that Material
obligations under this Consultancy
Breach is remedied.
Services Order, or that it would breach
(b)
If the Material Breach is not capable of
by entering into this Consultancy
remedy the Participating Agency and the
Services Order;
Provider agree to treat the Charges as
(h)
it is not (and nor is any of its Personnel)
being in dispute and claus
e 14 will apply.
a party to any litigation, proceedings or
9.
Warranties
disputes which could adversely affect its
ability to perform its obligations under
9.1
General warranties
this Consultancy Services Order; and
Each party represents, warrants and undertakes
(i)
it has not offered any inducement in
that:
connection with the entering into or
negotiation of this Consultancy Services
(a)
it has full power, capacity and authority
Order, and will not offer any inducement
to execute, deliver and perform its
in connection with the supply of Services
obligations under this Consultancy
to the Participating Agency.
Services Order;
RELEASED UNDER THE OFFICIAL
9.3
Continuous application
(b)
it has, and will continue to have, all the
necessary consents, permissions,
The warranties, representations and
licences and rights to enter into and
undertakings set out in claus
e 9.2 will be deemed
perform its obligations under this
to be given by the Provider continuously
Consultancy Services Order; and
throughout the Term.
16
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(iv)
that becomes available to the
9.4
Notification
recipient from a source other
Each party will promptly notify the other if at any
than a party to this Consultancy
time during the Term it breaches any of the
Services Order, provided that the
warranties, representations and undertakings in
recipient has no reason to
this clause
9.
believe such source is itself
bound by an obligation of
9.5
Other warranties excluded
confidence to the person that
All warranties (statutory, express or implied)
disclosed that information or is
which are not expressly referred to in this
otherwise prohibited under Law
Consultancy Services Order are excluded to the
from disclosing such information;
fullest extent permitted by Law.
(v)
to any Professional Adviser for
10.
Confidentiality
the purposes of rendering
professional services to a party
10.1
Protection of Confidential Information
in relation to this Consultancy
Services Order;
(a)
Subject to clause
s 10.1(c) and 10.2, the
ACT 1982
Provider and the Participating Agency
(vi)
to the extent that such disclosure
will treat as confidential and not disclose
is authorised by this Consultancy
to any third party nor use for its own
Services Order; or
benefit any Confidential Information that
(vii)
if such disclosure is approved for
is the Confidential Information of the
release with the consent of the
other.
party from whom the Confidential
(b)
The Provider will:
Information is first received.
(i)
ensure that all Confidential
10.2
Limited disclosure
Information of the Participating
(a)
The Provider may, subject to clause
Agency (and any backup
10.2(d), disclose the Confidential
archives containing such
Information of the Participating Agency to
Confidential Information) in the
its Subcontractors, Personnel, Related
possession or control of the
Entities and Professional Advisers who
Provider from time to time is kept
need to know the same for the sole
secure and managed and
INFORMATION
purpose of enabling the Provider to
protected and only disclosed or
perform its obligations and exercise its
otherwise dealt with in
rights under this Consultancy Services
accordance with this
Order.
Consultancy Services Order;
(b)
The Participating Agency may, subject to
(ii)
not use any Agency Information
claus
e 10.2(d), disclose the Confidential
for its own purposes or for any
Information of the Provider to its third
purposes different from those
party suppliers, Personnel and
contemplated by this
Professional Advisers and any other
Consultancy Services Order; and
Participating Agencies (including the
(iii)
advise the CoE in writing if any
CoE) who need to know the same in
Confidential Information of the
connection with the Services.
Participating Agency will be
(c)
The Provider will not disclose the
transferred or stored outside
Participating Agency’s Confidential
New Zealand before such
Information to any of its Subcontractors,
information is transferred and will
Related Entities or Professional
confirm that the requirements of
Advisers, and the Participating Agency
this claus
e 10.1 will be met while
will not disclose the Provider’s
such Confidential Information is
Confidential Information to any of its third
stored outside New Zealand.
party suppliers or Professional Advisers,
(c)
Claus
e 10.1(a) does not prevent the
unless the recipient has given a written
disclosure of Confidential Information:
confidentiality undertaking to the
disclosing party in terms substantially
(i)
if that information was known, or
similar to those set out in this clause
10.
becomes known, to the public
through no act or default of the
(d)
Any undertaking given pursuant to
recipient;
claus
e 10.2(c) will be provided to the
other party to this Consultancy Services
(ii)
that the recipient is required by
Order on request.
Law or parliamentary practice
(including parliamentary
11.
Intellectual Property
questions) to disclose, or to a
Select Committee or to a Minister
11.1
Intellectual Property owned by Provider
of the Crown, so long as the
(a)
The Participating Agency acknowledges
recipient provides notice of the
that all:
required disclosure promptly
RELEASED UNDER THE OFFICIAL
upon receipt of notice of the
(i)
Intellectual Property held by the
required disclosure (if it is
Provider before the
permitted to do so by Law);
Commencement Date;
(iii)
that was lawfully known to the
(ii)
Intellectual Property developed
recipient prior to the date it was
independently from this
received;
17
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(d)
To the extent that the Provider needs to
Consultancy Services Order by
use any of the Participating Agency’s IP
the Provider, and that is not
for the purpose of performing its
developed, commissioned or
obligations under this Agreement, the
created under or in connection
Participating Agency grants to the
with this Consultancy Services
Provider, subject to any written direction
Order; and
given by the Participating Agency, of a
(i)
adaptations and modifications to
royalty-free, non-exclusive, non-
the Intellectual Property
transferable licence to use and store the
described in clause
s 11.1(a)(i)
Participating Agency’s IP for the sole
and (ii),
purpose of performing its obligations
under this Consultancy Services Order
remains the Provider’s sole and
during the Term.
exclusive property (
Provider IP).
11.3
Intellectual Property owned by third parties
(b)
To the extent that the Participating
Agency needs to use any of the Provider
(a)
To the extent that the Provider needs to
IP to receive the full benefit of the
use any Intellectual Property held or
ACT 1982
Services, the Provider grants to the
owned by a third party (
Third Party IP)
Participating Agency a royalty-free, non-
in performing the Services under this
exclusive licence (including, if agreed in
Consultancy Services Order, the
this Consultancy Services Order, the
Provider will use its best endeavours to
right to sublicense) to use, copy, modify
obtain the fullest rights of use and
and distribute during the Term any
licence of that Third Party IP (on terms
Provider IP provided to the Participating
and at a cost to be agreed with the
Agency by or on behalf of the Provider.
Participating Agency) as are necessary
for the performance of those Services for
11.2
Intellectual Property owned by Participating
the benefit of the Participating Agency.
Agency
(b)
The Participating Agency acknowledges
(a)
The Provider acknowledges that the
that the Provider may have limited ability
Participating Agency or its licensor has,
to obtain rights and/or a licence to use
and continues to have, sole and
any Third Party IP and, where the
exclusive ownership of all Intellectual
Provider, using its best endeavours,
Property rights in all of the Agency
INFORMATION
cannot obtain appropriate rights and/or a
Information together with all adaptations
licence for the Participating Agency to
and modifications of such Agency
use that Third Party IP, the warranty in
Information (
Pre-contract Participating
claus
e 9.2(e) applies.
Agency IP).
12.
Liability
(b)
All Intellectual Property created or
developed by the Provider or its
12.1
Indemnity
employees or Subcontractors in
performing the Services and developing
(a)
The Provider will, to the extent permitted
the Documentation will be owned by the
by Law, indemnify the Participating
Participating Agency from the date the
Agency against all Losses suffered or
Intellectual Property is created or
incurred by the Participating Agency as a
developed (
Post-contract Participating
result of any:
Agency IP and, together with the Pre-
(i)
unlawful, malicious or negligent
contract Participating Agency IP, the
act or omission by the Provider;
Participating Agency IP).
(ii)
personal injury, sickness, death
(c)
If the Provider (or any of its
or loss of, or damage to, tangible
Subcontractors) has under any Law any
property due to an act or
right in or claim to any of the
omission of the Provider; or
Participating Agency IP or holds any of
the Participating Agency IP, the Provider
(iii)
any other breach by the Provider
(by itself and for its Subcontractors):
of its obligations under this
Consultancy Services Order.
(i)
assigns to the Participating
Agency all of its rights, title and
(b)
The Provider will, subject to clause
interest in and to the
12.1(c), indemnify the Participating
Participating Agency IP from the
Agency against all Losses suffered or
date it was created or developed;
incurred by the Participating Agency as a
and
result of any claim that the possession or
use of any Intellectual Property supplied
(ii)
waives all right of lien or similar
or licensed by the Provider, or the use of
rights as may now or later be
any Intellectual Property used to provide
claimed in the Participating
the Services, infringes any third party’s
Agency IP; and
rights.
(iii)
waives all of its moral rights
(c)
The Provider will have no liability under
under Part 4 of the Copyright Act
RELEASED UNDER THE OFFICIAL clause
12.1(b) to the extent that any IP
1994 in the Participating Agency
Claim arises from any:
IP,
(i)
modification by the Participating
and the Provider will sign all documents
Agency of any item of Intellectual
and do all acts and things that are
Property supplied or licensed by
necessary to give effect to this clause
11.2(c).
18
link to page 21
(i)
obtain for the Participating
the Provider without the approval
Agency the legal right to
of the Provider;
continued use of the infringing
(ii)
use by the Participating Agency
materials; or
of Intellectual Property supplied
(ii)
replace, modify or resupply the
or licensed by the Provider for
infringing materials so that there
any purpose disallowed by this
is no further infringement, without
Consultancy Services Order or
adversely affecting the
the applicable Intellectual
performance or functionality of
Property licence (but only if the
those materials.
licence has been provided to the
Participating Agency prior to
12.3
Maximum liability of Participating Agency
such use); or
In addition to its obligation to pay the Charges,
(iii)
use of Intellectual Property used
the maximum aggregate liability of the
to provide the Services if and to
Participating Agency to the Provider under or in
the extent that Intellectual
connection with this Consultancy Services Order
Property was supplied by the
ACT 1982
will be, in respect of all Losses, limited to the
Participating Agency.
total Charges paid and payable under this
Consultancy Services Order.
12.2
IP Claims
12.4
Maximum liability of the Provider
(a)
In the event of a claim under clause
12.1(b) (an IP Claim):
The maximum liability of the Provider to the
Participating Agency for all Losses under or in
(i)
the Participating Agency will give
connection with this Consultancy Services Order
the Provider notice of the IP
in respect of all claims will not exceed:
Claim as soon as practicable
and, to the extent permissible by
(a)
in relation to the sub-categories for which
Law, permit the Provider (at the
the Provider has been appointed as a
Provider's cost) to handle all
Tier 1 Provider, the greater of:
negotiations for settlement and to
control and direct any litigation
(i)
10 times the total Charges paid
that may follow (
Control of the
and payable under this
IP Claim);
Consultancy Services Order;
INFORMATION
(ii)
if the Provider has Control of the
(ii)
$5,000,000; and
IP Claim:
(iii)
any greater amount or multiple
(A)
the Participating Agency
set out in this Consultancy
will provide all
Services Order;
reasonable assistance to
(b)
in relation to the sub-categories for which
the Provider (at the
the Provider has been appointed as a
Provider's cost) in the
Tier 2 Provider, the greater of:
handling of any
negotiations and
(i)
10 times the total Charges paid
litigation; and
and payable under this
Consultancy Services Order;
(B)
the Provider will keep the
Participating Agency
(ii)
$2,000,000; and
informed of the defence
or negotiations of the IP
(iii)
any greater amount or multiple
Claim and diligently
set out in this Consultancy
conduct any litigation or
Services Order; and
negotiations, using
(c)
in relation to the sub-categories for which
competent counsel and
the Provider has been appointed as a
in a manner that does
Tier 3 Provider, the greater of:
not adversely affect the
name or reputation of the
(i)
10 times the total Charges paid
Participating Agency;
and payable under this
Consultancy Services Order;
(iii)
the Provider will not enter into
any settlement or compromise in
(ii)
$1,000,000; and
relation to the IP Claim without
the prior written consent of the
(iii)
any greater amount or multiple
Participating Agency (which will
set out in this Consultancy
not be unreasonably withheld);
Services Order.
and
12.5
No double dipping
(iv)
the Provider will notify the CoE of
A party to this Consultancy Services Order (or
the IP Claim, and the outcome
the CoE acting on behalf of the Participating
within 5 Business Days of the
Agency in accordance with the Services
claim being concluded.
RELEASED UNDER THE OFFICIAL Agreement) cannot recover for the same Loss
(b)
If any IP Claim disrupts the Participating
under both this Consultancy Services Order and
Agency's use or enjoyment of a Service,
the Services Agreement.
the Provider will (unless otherwise
12.6
Exclusions on liability
requested by the CoE), at its own
expense and at its option, immediately:
19
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the Participating Agency may, to the
The limitations on liability set out in clause
s 12.3
extent that any Service requested by the
and 12.4 will not limit the liability of:
Participating Agency under this
(a)
the Provider under clause
s 12.1(a) and
Consultancy Services Order has not
12.1(b) (other than in respect of
been delivered and delivery has, or will
negligent acts or omissions under clause
be, delayed by the Force Majeure Event,
12.1(a)(i) and breach by the Provider of
terminate this Consultancy Services
its obligations under this Consultancy
Order, by notice to the Provider within
Services Order under claus
e 12.1(a)(iii),
five Business Days following receipt by
which are subject to the limitations of
the Participating Agency of notice of the
liability in clause
s 12.3 and 12.4);
Force Majeure Event, at no cost to the
Participating Agency, subject to the
(b)
the Provider for any fraudulent act or
Participating Agency paying for Services
omission; or
delivered up to the date of the Force
(c)
either party for any breach of
Majeure Event.
confidentiality.
12.9
Insurance
ACT 1982
12.7
Categories of loss
(a)
During the Term and for a period of two
(a)
Irrespective of how liability arises, neither
years following the termination of this
the Provider nor the Participating Agency
Consultancy Services Order, the
will, under any circumstances, be liable
Provider will, at its own expense, ensure
for any indirect loss or damage (including
that it maintains adequate insurance in
consequential loss) arising under or in
respect of its potential liability for loss or
connection with this Consultancy
damage under this Consultancy Services
Services Order.
Order in accordance with Industry Best
Practice, but as a minimum the Provider
(b)
The Participating Agency will not, under
must hold:
any circumstances, be liable for any loss
of profits or loss of revenue suffered by
(i)
professional indemnity
the Provider in connection with this
insurance;
Consultancy Services Order.
(ii)
public liability insurance in
12.8
Force majeure
respect of the Services provided
INFORMATION
(a)
The Provider and the Participating
under this Consultancy Services
Agency will not be liable to the other for
Order; and
any failure to perform its obligations
under this Consultancy Services Order
(iii)
other insurance to cover
during the time and to the extent that
standard commercial risks
such performance is prevented, wholly or
(including in respect of
substantially, by reason of any Force
Documentation which is the
Majeure Event.
property of the Participating
(b)
The party subject to the Force Majeure
Agency and in the Provider’s
Event (the
non-performing party) must:
possession or control).
(i)
notify the other party as soon as
(b)
The Provider will, at the Participating
practicable after the Force
Agency’s request, promptly provide
Majeure Event occurs and
satisfactory evidence that it has complied
provide full information
with its obligations in this clause
12.9.
concerning the Force Majeure
Event, including the extent of its
13.
Dispute resolution
inability to perform, an estimate
of the time likely to be required to
13.1
Dispute
overcome the Force Majeure
Event and the steps the non-
In the event of any dispute, difference or
performing party will take to
question arising out of, or in connection with, this
comply with clauses
12.8(b)(ii)
Consultancy Services Order or its formation (a
and 12.8(b)(iii);
dispute):
(ii)
use all reasonable endeavours to
(a)
the Participating Agency and the
mitigate and remedy the effect of
Provider will each use its best efforts to
the Force Majeure Event and
resolve the dispute through good faith
minimise the impact of the event
negotiations and informal dispute
on the other party; and
resolution techniques, and will continue
to perform its obligations under this
(iii)
use all reasonable endeavours to
Consultancy Services Order as far as
perform its obligations under this
possible as if the dispute had not arisen,
Consultancy Services Order as
pending final settlement of the dispute;
far as is practicable,
and
and the Participating Agency will not be
(b)
neither the Participating Agency nor the
RELEASED UNDER THE OFFICIAL
required to pay Charges to the extent
Provider will commence any formal
that the Provider fails to perform its
proceedings relating to the dispute
obligations to the Participating Agency
unless it has complied with claus
e 13.2.
due to a Force Majeure Event.
13.2
Escalation
(c)
If the non-performing party affected by
the Force Majeure Event is the Provider,
20
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satisfaction of the Participating
(a)
The Participating Agency and the
Agency within 10 Business Days
Provider will each advise its respective
following the date of receipt by
Representative (or equivalent person) of
the Provider of the Participating
a dispute on the day that the dispute
Agency’s notice of the Material
arises.
Breach;
(b)
The Representatives will use their best
(c)
in accordance with claus
e 4.1(e) (Conflict
efforts to resolve the dispute in
of Interest); or
accordance with claus
e 13.1(a).
(d)
in accordance with claus
e 12.8(c) (Force
(c)
If the dispute is not resolved:
Majeure Event).
(i)
within 10 Business Days, the
14.2
Consequences of termination or expiry
dispute will be escalated to
senior representatives of the
(a)
In the event of termination or expiry of
Provider and the Participating
this Consultancy Services Order, the
Agency with delegated authority
Participating Agency will not be obliged
to resolve the dispute; and
to make any payment to the Provider
ACT 1982
except for any Charges payable for
(ii)
in relation to the sub-categories
Services supplied pursuant to this
for which the Provider has been
Consultancy Services Order before the
appointed as a Tier 1 and Tier 2
effective date of expiry or termination.
Provider, within a further 10
Business Days, the dispute will
(b)
Termination or expiry will not, unless
be escalated to the CoE’s
otherwise provided in this Consultancy
Manager, All-of-Government
Services Order, affect:
Contracts and the Provider’s
Chief Executive.
(i)
any rights and remedies
available to either party which
13.3
Mediation
have accrued up to and including
the date of termination or expiry;
(a)
If a dispute is not resolved under clause
and
13.2, either party may, by written notice
to the other, refer the dispute to
(ii)
the provisions of this
mediation, or they may agree in writing to
Consultancy Services Order
INFORMATION
refer the dispute to mediation.
which expressly, or by their
nature, survive termination or
(b)
The mediation will be conducted by a
expiry, including clause
s 15
single mediator in accordance with the
(Entire agreement),
10
terms of the Resolution Institute
(Confidentiality),
11 (Intellectual
Standard Mediation Agreement and at a
Property)
, 12 (Liability)
, 13
fee to be agreed by the parties.
(Dispute Resolution)
, 14.2
(c)
If the parties fail to agree on the identity
(Consequences of termination or
of the mediator and/or the mediator’s fee
expiry) an
d 16 (General) and
within five Business Days of referral of
Schedule 1 (Definitions);
the dispute to mediation, the mediator
will be chosen, and the mediator’s fee
(iii)
the continued application of
clauses of the Services
determined, by the chairperson for the
Agreement which expressly, or
time being of Resolution Institute (or his
by their nature, are intended to
or her nominee).
continue to apply to this
13.4
Urgent relief
Consultancy Services Order after
termination or expiry of this
Nothing in this claus
e 13 will preclude either
Consultancy Services Order,
party from taking immediate steps to seek urgent
including clauses
relief before a New Zealand court.
1.4 (Precedence) and 15 (Audit).
14.
Termination
(c)
After expiry or termination of this
Consultancy Services Order for any
14.1
Termination of Consultancy Services Order
reason, each party will, within five
The Participating Agency may terminate this
Business Days of receiving notice from
Consultancy Services Order:
the other party, return all Documentation,
Confidential Information or other property
(a)
for convenience by giving the Provider at
belonging to the other party (or destroy
least one month’s prior written notice;
such Confidential Information, if
requested), except if such
(b)
by notice to the Provider with immediate
Documentation, Confidential Information
effect on the date of termination specified
or other property is required to be
in that notice, if the Provider commits a
retained by any Law.
Material Breach which is:
15.
Entire agreement
(i)
not capable of being remedied
(and, for the avoidance of doubt,
RELEASED UNDER THE OFFICIAL
15.1
Entire agreement
paragraphs (a) and (b) of the
definition of “Material Breach” are
(a)
This Consultancy Services Order is
deemed incapable of being
intended to be read in conjunction with
remedied); or
the Services Agreement. The provisions
of the Services Agreement (not already
(ii)
capable of being remedied but
included in this Consultancy Services
which is not remedied to the
21
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legal, accounting or regulatory requirements), will
Order) which confer rights, obligations or
be co-ordinated with, and must first be approved
benefits on the parties or the CoE in
in writing by, the Participating Agency prior to
respect of this Consultancy Services
release.
Order are intended to apply to this
Consultancy Services Order.
16.6
Notices
(b)
Subject to claus
e 15.1(a), no other terms
(a)
Unless otherwise specified in this
or conditions, including any conditions of
Consultancy Services Order, each notice
sale, invoices or any other
or other communication under this
communication not included in this
Consultancy Services Order will be made
Consultancy Services Order
in writing and delivered by post, personal
(
Communication), will be incorporated
delivery or email to the addressee at the
into this Consultancy Services Order,
addressee’s postal address, physical
even if at some later date the other party
address or email address (as applicable)
(including, in the case of the Participating
and marked for the attention of the
Agency) signs or otherwise purports to
person or office holder (if any) from time
accept those terms and conditions or the
to time designated for that purpose by
ACT 1982
terms of that Communication.
the addressee.
(c)
For the avoidance of doubt, and without
(b)
The Provider’s postal address, physical
limiting clauses
15.1(a) and 15.1(b):
address and email address is set out in
the Provider Database and may be
(i)
any Communication which is
amended by the Provider at any time.
expressed or intended to operate
as an indemnity, warranty,
(c)
The Participating Agency’s postal
representation, undertaking,
address, physical address and email
condition or other term of such a
address is as notified by the Participating
nature is hereby disapplied and
Agency to the Provider and may be
excluded from this Consultancy
amended by the Participating Agency at
Services Order; and
any time.
(ii)
any part of this Consultancy
(d)
A notice or other communication will be
Services Order which describes
deemed to be received:
the nature, scope, price or
INFORMATION
manner of delivery of Services
(i)
in the case of a letter sent to the
will, subject to claus
e 15.1(c)(i),
addressee’s postal address, on
form part of this Consultancy
the third Business Day after
Services Order, but only to the
posting;
extent that it does not conflict
(ii)
in the case of personal delivery,
with any other part of this
on receipt; and
Consultancy Services Order.
(iii)
in the case of an email, at the
16.
General
time the email leaves the
16.1
Interpretation
communications system of the
sender, provided that the sender:
The rules of interpretation set out in clause 19.1
of the Services Agreement apply to this
(A)
does not receive any
Consultancy Services Order.
error message relating to
the sending of the email
16.2
Relationship of the parties
at the time of sending;
and
Nothing expressed or implied in this Consultancy
Services Order will be deemed to constitute
(B)
has obtained
either party as the partner, agent, or joint
confirmation that the
venturer of the other party.
email has been delivered
to the recipient (which
16.3
Costs
confirmation may be in
A party who has an obligation to do anything
the form of an automated
under this Consultancy Services Order will
delivery receipt from the
perform that obligation at its own cost, unless a
communications system
term of this Consultancy Services Order
of the recipient),
expressly provides otherwise.
on the Business Day on which it
16.4
Assignment
is dispatched or, if dispatched
after 5 p.m. (in the place of
Neither party may assign, novate, transfer or
receipt), on the next Business
otherwise dispose of the whole or any part of its
Day after the date of dispatch.
rights and obligations under this Consultancy
Services Order without first obtaining the other
16.7
Severability
party’s consent (which will not be unreasonably
If any term or provision of this Consultancy
withheld or delayed).
Services Order is held to be illegal, invalid or
RELEASED UNDER THE OFFICIAL
16.5
Public disclosures
unenforceable it will be severed from this
Consultancy Services Order without affecting the
Subject to claus
e 10, all public disclosures by the
legality, validity or enforceability of the remaining
Provider relating to this Consultancy Services
provisions.
Order, including the fact of its existence (but not
including any announcement intended solely for
16.8
Waiver
internal distribution or any disclosure required by
22
link to page 23 link to page 19
(c)
legal names, logos, trademarks, brands or images of
(a)
Neither party will be deemed to have
the Participating Agency, including all related
waived any right under this Consultancy
Intellectual Property of the Participating Agency and
Services Order unless the waiver is in
the New Zealand Coat of Arms or any other coat of
writing and signed by the parties.
arms or emblem used by the Participating Agency,
(b)
Any failure or delay by a party to
but excluding the Provider’s working papers;
exercise any right or power under this
Consultancy Services Order will not
Annexure means any document physically attached to a
operate as a waiver of that right or
Schedule and identified as such and any other document
power.
incorporated by reference in any part of this Consultancy
Services Order (other than an Annexure);
(c)
Any waiver by a party of any breach, or
failure to exercise any right, under this
Appointment Letter means the letter issued to the Provider
Consultancy Services Order will not
by the CoE, as amended or reissued from time to time,
constitute a waiver of any subsequent
confirming (among other things) the Provider’s appointment
breach or continuing right.
as an All-of-Government provider of consultancy services
and detailing the terms and conditions of the appointment
16.9
Remedies cumulative
ACT 1982
(including the Services and the applicable Tier(s));
Except as is expressly stated otherwise in this
Business Day means any day of the year other than a
Consultancy Services Order:
Saturday, a Sunday or a public holiday (as defined in section
(a)
the rights, powers and remedies
44 of the Holidays Act 2003) observed at the location of the
provided in this Consultancy Services
Participating Agency;
Order are cumulative and are not
Charges means the amount payable by Participating
exclusive of any rights, powers or
Agencies for Services and includes Fees and Expenses, as
remedies provided by Law or under this
described in Schedule 2 (Pricing) and agreed in this
Consultancy Services Order; and
Consultancy Services Order;
(b)
the exercise of any rights, powers and
CoE means the Ministry of Business, Innovation and
remedies provided in this Consultancy
Employment, the Centre of Expertise for Consultancy
Services Order will not prejudice the
Services;
exercise of any other right, power or
remedy under this Consultancy Services
Commencement Date is the date on which this Consultancy
Order or existing at Law.
Services Order is signed by both parties or, if two dates, the
INFORMATION
later date;
16.10
Counterparts
Confidential Information means:
This Consultancy Services Order may be signed
in two counterparts, each of which will be
(a)
all information and trade secrets already
deemed an original, but both of which together
communicated or subsequently communicated under
are to constitute a single instrument.
or in connection with this Consultancy Services Order,
including information obtained during the negotiation of
16.11
Governing law and jurisdiction
this Consultancy Services Order or in the performance
(a)
This Consultancy Services Order is
of this Consultancy Services Order and information on
governed by, and will be construed in
the Provider Database;
accordance with, the laws of New
(b)
any information about the business or property of either
Zealand.
party including any information:
(b)
Subject to claus
e 13, each party
(i)
relating to the financial position of that party;
irrevocably submits to the exclusive
jurisdiction of the New Zealand courts for
(ii)
concerning that party’s suppliers and customers;
the purpose of hearing and determining
or
any dispute under, or in connection with,
this Agreement.
(iii)
relating to that party’s internal management,
structure, Personnel or strategies;
(c)
the terms of this Consultancy Services Order; and
(d)
Agency Information;
Conflict of Interest means any matter, circumstance,
SCHEDULE 1: DEFINITIONS
interest or activity of the Provider, its Personnel or
Subcontractors, arising by whatever means that directly or
In this Consultancy Services Order, unless the context
indirectly conflicts with:
otherwise requires:
(a)
the duties of the Provider and any of its Personnel or
Administration Fee means the amount referred to in clause
Subcontractors to the Participating Agency; or
8.6;
(b)
the interests of the Participating Agency in relation to
Agency Information means all:
this Consultancy Services Order or otherwise in
respect to the provision of consultancy services to the
(a)
information and records belonging to the Participating
Participating Agency either before or after the
Agency that are supplied to or collected by the Provider
Commencement Date;
RELEASED UNDER THE OFFICIAL
for the purpose of enabling the Provider to perform its
obligations under this Consultancy Services Order;
or otherwise impairs or might appear to impair the ability of
the Provider (or any of its Personnel or Subcontractors) to
(b)
compilations of data created by a Participating Agency
provide the Services to the Participating Agency under this
or the Provider for the purposes of this Consultancy
Consultancy Services Order diligently, independently,
Services Order; and
23
but does not include an event to the extent that:
impartially and in the best interests of the Participating
Agency;
(e)
the effect of that event could have been substantially
prevented, avoided or overcome or mitigated by:
Consultancy Services Order means this service order
relating to the supply of Services issued by the Participating
(i)
implementation of any contracted business
Agency;
continuity or disaster recovery service, or any
contingency plans agreed between the parties or
Contract Quarter means a period of three consecutive
which a party has represented it has in place; or
months commencing on 1 January, 1 April, 1 July or 1
October;
(ii)
exercising a reasonable standard of care; or
Control means, in relation to the Provider or any ultimate or
(iii)
using information provided by the other party or
intermediate holding company or Holding Entity of the
which is available in the public domain; or
Provider, the power to:
(f)
it is an event for which the party affected is or was
(a)
manage, directly or indirectly, the operation of the
directly responsible; or
business; or
(g)
that event is constituted or caused by any act or
(b)
control, directly or indirectly, the composition of the
ACT 1982
omission of Personnel or a Subcontractor unless and
board of directors or board of management or
to the extent that the Personnel or Subcontractor was
equivalent governing body,
itself affected by an event, which if it occurred in
relation to either party would have been a Force
of the Provider or such ultimate or intermediate holding
Majeure Event; or
company or Holding Entity, whether through the ownership of
voting securities, by contract or otherwise, and for these
(h)
that event is constituted or caused by an Insolvency
purposes “holding company” will have the same meaning as
Event or the insolvency of a Subcontractor or lack of
in section 5 of the Companies Act 1993;
funds for any reason;
Documentation means all advice, communications,
GST means goods and services tax under the Goods and
documentation (including information on the Provider
Services Tax Act 1985;
Database) and reports (whether in paper, electronic, audio or
audio-visual format) relating to, or provided as part of, the
Holding Entity means a trust, unit trust, partnership, limited
Services together with additions, modifications to, and
partnership, unincorporated joint venture or other body
replacements of, that documentation, but excludes the
corporate or unincorporated body of persons that Controls
Provider’s working papers;
the Provider, and includes any natural person that Controls
INFORMATION
the Provider;
Estimate means an estimate of the total Charges for the
Services required by the Participating Agency;
Industry Best Practice means the high professional
standard that would reasonably be expected from a prudent
Expense means any actual and reasonable out-of-pocket
and experienced provider of consultancy services in New
costs incurred by the Provider in the delivery of the Services
Zealand having regard to market practice at the relevant
and agreed to in this Consultancy Services Order, and
time;
includes any freight and related costs, travelling and
incidental expenses and other costs, disbursements, fees,
Insolvency Event means, in relation to the Provider:
charges and expenses directly or indirectly incurred by the
(a)
the presentation of an application for its liquidation that
Provider;
is not discharged within 30 days of its filing or which is
Fees means the amount payable by the Participating Agency
not demonstrated to the Participating Agency prior to
to the Provider for its time spent delivering the Services
the expiry of that 30 day period as being an application
calculated on the basis of the Rates, excluding Expenses;
that is frivolous or vexatious;
Fit for Purpose means, in relation to any Service or
(b)
any step taken in or toward the making of any
Documentation to be provided by the Provider to the
compromise, proposal or deed of arrangement with all
Participating Agency, that such Services or Documentation
or some of its creditors;
are, in descending order of priority, fit for the purpose(s):
(c)
the appointment of a liquidator, receiver, statutory
(a)
expressly made known in writing by the Participating
manager, administrator or similar official, to it;
Agency to the Provider (including in this Consultancy
(d)
the suspension or threatened suspension by it of the
Services Order); or
payment of its debts;
(b)
for which the Provider, given its knowledge of the
(e)
cessation by it of a whole or any relevant part of its
Participating Agency and understanding why the
business in New Zealand;
Services or Documentation are required, has reason to
expect such Services or Documentation to be used;
(f)
the enforcement of any security against the whole or a
substantial part of its assets; or
Force Majeure Event means an event or circumstance
beyond the reasonable control of either party which makes it
(g)
any other insolvency event or proceedings analogous
impossible or illegal to perform, or prevents compliance with,
to any of the foregoing occurring in any relevant
or the performance of, a party’s obligations under this
jurisdiction;
Consultancy Services Order, including:
Intellectual Property means copyright, all rights in relation
(a)
fire, floods, tsunami, storms, tempest, earthquake or
to inventions (including patents), registered and unregistered
other act of God;
trademarks, registered and unregistered designs, trade or
other proprietary rights or rights derivative of those rights
(b)
any act of a public enemy, war, riot, or act of civil or
RELEASED UNDER THE OFFICIAL
(including licence rights) anywhere in the world as well as
military authority;
any other rights in intellectual property which are recognised
(c)
nuclear, chemical or biological contamination; and
or protected under Law;
(d)
subject to paragraph (g) of this definition, any act of a
Law means:
third party engaged in subversive or terrorist activity or
sabotage,
24
Provider Database means the IT platform described in
(a)
any statute, regulation, bylaw, ordinance or
Schedule 7 (Provider Database) to the Services Agreement;
subordinate legislation in force from time to time to
which a party is subject;
Quote means a fixed price, capped price or other pre-agreed
basis for establishing the Charges for Services required by
(b)
the common law and the law of equity as applicable to
the Participating Agency where the Provider is prevented
the parties from time to time;
from increasing the Charges without the prior written consent
(c)
any binding court order, judgment or decree;
of the Participating Agency;
(d)
any applicable industry code of practice or conduct,
Rates means the rates (whether hourly, daily or weekly or
convention, policy, rule or standard to which a party is
other time-related basis) payable to the Provider for providing
bound; or
the Services, determined in accordance with Schedule 2
(Pricing), excluding Expenses;
(e)
any applicable direction, policy, permission, consent,
licence, rule or order that is binding on a party and that
Related Entity means a related company under the
is made or given by any governmental or regulatory
Companies Act 1993 (New Zealand) or a related body
body having jurisdiction over a party or any of that
corporate under the Corporations Act 200, provided that any
party’s assets, resources or business,
reference in the Companies Act 1993 to a “company” is
ACT 1982
deemed to include any partnership, body corporate,
in any jurisdiction that is applicable to this Consultancy
association or other entity, whether corporate or
Services Order;
unincorporated, irrespective of the place of incorporation or
Losses means liabilities, expenses, losses, damages and
registration of that partnership, body corporate, association
costs (including legal costs on a full indemnity basis);
or other entity;
Material Breach means any material breach by the Provider
Representative has the meaning given in paragraph 3.1 of
of the terms of this Consultancy Services Order or the
Schedule 5 (Governance) to the Services Agreement);
occurrence of any event having a material effect on the ability
Service Level means a required standard for the Provider’s
of the Provider to perform its obligations under this
performance of its obligations under this Consultancy
Consultancy Services Order (other than a Force Majeure
Services Order, as described in Schedule 3 (Performance
Event), including:
Measurement);
(a)
the occurrence of an Insolvency Event in relation to the
Service Level Default means a failure by the Provider to
Provider or the likely occurrence of an Insolvency
meet one or more Service Levels;
Event;
Services means the consultancy services provided from time
INFORMATION
(b)
the occurrence of a change in Control of the Provider
to time under the terms of this Consultancy Services Order;
or any ultimate or intermediate holding company or
Holding Entity of the Provider that the CoE has not
Services Agreement means the All-of-Government services
previously approved (acting reasonably);
agreement relating to the supply of Tier 1 and 2 consultancy
services between the CoE and the Provider;
(c)
any representation or warranty made by the Provider in
terms of this Consultancy Services Order being found
Subcontractor means any person to whom the Provider has
to be untrue or incorrect; and
subcontracted any part of its obligations under this
Consultancy Services Order or who is a supplier to the
(d)
any failure on the part of the Provider to comply with,
Provider in respect of this Consultancy Services Order and
observe or perform any of the terms of this
includes the employees and subcontractors of that person
Consultancy Services Order in circumstances where
and
Subcontract will be construed accordingly;
that contract breach or that contract breach together
with other contract breaches is considered by the
Term means the period commencing on the date that this
Participating Agency on reasonable grounds to cause
Consultancy Services Order is signed by both parties and
the Provider to be unable or unwilling, or be likely to be
ending on the earlier of:
unable or unwilling, to perform its obligations under this
(a)
the date on which the Services are completed in
Consultancy Services Order;
accordance with this Consultancy Services Order; and
Maximum Rates means the maximum Rates payable to the
(b)
the date on which this Consultancy Services Order is
Provider for providing the Services, as recorded in the
terminated in accordance with its terms; and
Provider Database, excluding Expenses;
Tiers means any of
Tiers 1 and
Tiers 2 for which members
Panel means the All-of-Government panel of providers who
of the Panel are appointed and, in respect of the Provider,
provide consultancy services to Participating Agencies,
means the Tier(s) the Provider is appointed to as detailed in
including any sub-panel, as detailed on
the Appointment Letter.
www.procurement.govt.nz;
Participating Agency means the Participating Agency that
is a party to this Consultancy Services Order;
SCHEDULE 2: PRICING
Participating Agencies means each of the CoE and every
other Eligible Agency that is a party to the memorandum of
understanding between the CoE and all other Participating
1.
Introduction
Agencies relating to the management of their relationship
with each other and with the Provider in relation to the
This Schedule sets out general principles
Services, as amended from time to time;
underlying the Charges.
Personnel includes partners, principals, directors,
2.
Principles
RELEASED UNDER THE OFFICIAL
employees, agents, officers and individual independent
contractors;
2.1
Participating Agency will only pay for
Services ordered
Professional Adviser means any accounting, legal,
procurement or technical professional;
(a)
The Provider will invoice the Participating
Agency for the Charges in accordance
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(a)
At all times during the Term, the Provider
with claus
e 8.3 of this Consultancy
will, in relation to the sub-categories for
Services Order.
which the Provider has been appointed
(b)
The Participating Agency will only pay for
as a Tier 1 and Tier 2 Provider, perform
Services that it orders in accordance with
its obligations to meet or exceed the
this Consultancy Services Order.
Service Levels.
2.2
No minimum volume
(b)
The Provider acknowledges that any
failure to meet the Service Levels may
The Participating Agency is not required to meet
have a significant impact on the
a minimum aggregate expenditure or volume
Participating Agency.
level for any Services.
2. 3
Changes to Service Levels
2.3
No interest
(a)
From time to time during the Term, the
No interest will be payable on any amount due to
CoE and the Provider may negotiate in
the Provider under this Consultancy Services
good faith to add, delete or modify then-
Order.
existing Service Levels to reflect
changes in the Participating Agencies’
ACT 1982
2.4
Rates
requirements or objectives.
(a)
The Fees are calculated on the Rates,
being either the Rates that are recorded
(c)
Any changes to Service Levels will be
on the Provider Database or, subject to
effected in accordance with clause 10 of
paragraph 3, a different Rate as
the Services Agreement.
negotiated between the Provider and
3.
Performance measurement
Participating Agency and recorded in this
Consultancy Services Order.
3.2
Failure to meet Service Levels
(a)
The Maximum Rates are the maximum
If the Provider fails to achieve one or more of the
amounts payable by the Participating
Service Levels in any Contract Quarter in respect
Agency for the Services.
of this Consultancy Services Order, it will:
3.
Charges
(a)
take such steps and do all things
necessary, as soon as possible, to
The Charges payable by the Participating
correct the failure; and
INFORMATION
Agency for Services must not include any Fees
invoiced at Rates higher than the Maximum
(a)
notify the Participating Agency of the
Rates recorded in the Provider Database.
reasons for the failure and the steps that
the Provider is taking to ensure that the
failure is not repeated; and
SCHEDULE 3: PERFORMANCE MEASUREMENT
(b)
consider whether the Charges for the
Services that are subject to the Service
Level Default should be reduced to
1.
Introduction
reflect the lower value of the Services
provided.
This Schedule describes, in relation to the sub-
Annexure A: Service Levels
categories for which the Provider has been
appointed as a Tier 1 and Tier 2 Provider:
(a)
the Service Levels; and
Parameter
1. Services Fit for Purpose
(b)
how performance against Service Levels
Description
Were
the
Services
subject
to
this
will be measured and reported.
Consultancy
Services
Order
Fit
for
Purpose?
2.
Service Levels
2.1
Format
Purpose
To ensure Services provided are Fit for
Purpose.
Each Service Level is described in Annexure A
using the following format:
Calculation
The Participating Agency will advise whether
the Services are Fit for Purpose as part of
Parameter
Description
the Agency Satisfaction Survey.
Description
Description of what the Service
Service
100% of
Services
delivered
to
the
Level will measure
Level
Participating Agency must be Fit for
Purpose
Why
it
is
important
to
Purpose.
Participating Agencies that the
Service Level is met
Calculation
Method
for
calculating
the
Service Level
RELEASED UNDER THE OFFICIAL
Service Level
The performance standard that
the Provider is required to meet
or exceed
2.2
Service Levels must be met
26
Parameter
2. Timely Performance of Services
Description
Did the Provider perform the Services
subject to this Consultancy Services Order
within the timeframe recorded in this
Consultancy Service Order (or as amended
by agreement from time to time)?
Purpose
To ensure on-time provision of Services
requested under a Consultancy Services
Order.
Calculation
The Provider is required to report on this
metric as part of the reporting requirements
in Schedule 6 (Reporting) to the Services
Agreement.
ACT 1982
Service
The Provider must deliver all Services
Level
subject to this Consultancy Services Order
within the agreed timeframe for delivery
recorded in this Consultancy Services Order
including any variation to the timeframe
recorded in Part D of this Consultancy
Services Order.
Parameter
3. Services Performed to budget
Description
Were the Charges for the Services subject to
this Consultancy Services Order within the
Estimate or Quote recorded in this
Consultancy Services Order?
INFORMATION
Purpose
To ensure Services requested under a
Consultancy Services Order are performed
on or under the Provider’s Estimate or
Quote.
Calculation
The Provider is required to report on this
metric as part of the reporting requirements
in Schedule 6 (Reporting) to the Services
Agreement.
Service
The Provider must deliver all Services
Level
subject to this Consultancy Services Order
within the agreed Estimate or Quote
recorded in this Consultancy Services Order
including any variation to the Estimate
recorded in Part D of this Consultancy
Services Order.
RELEASED UNDER THE OFFICIAL
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