Appendix One
Standard Terms and Conditions for Contractors regarding Information Management
(including the Public Records Act 2005)
Government Model Contract for Services
Schedule 2, Clause 5
5. Information management
Information and Records
5.1 The Supplier must:
a. keep and maintain Records in accordance with prudent business practice and al applicable
laws
b. make sure the Records clearly identify al relevant time and Expenses incurred in providing
the Services
c. make sure the Records are easy to access, and
d. keep the Records safe.
5.2 The Supplier must give information to the Buyer relating to the Services that the Buyer
reasonably requests. Al information provided by the Supplier must be in a format that is usable
by the Buyer, and delivered within a reasonable time of the request.
5.3 The Supplier must co-operate with the Buyer to provide information immediately if the
information is required by the Buyer to comply with an enquiry or it’s statutory, parliamentary,
or other reporting obligations.
5.4 The Supplier must make its Records available to the Buyer during the term of the Contract and
for 7 years after the End Date (unless already provided to the Buyer earlier).
5.5 The Supplier must make sure that Records provided by the Buyer or created for the Buyer, are
securely managed and securely destroyed on their disposal.
Reports
5.6 The Supplier must prepare and give to the Buyer the reports stated in Schedule 1, by the due
dates stated in Schedule 1.
All of Government Agreement for Recruitment Services
Clause 8.1
Provider general responsibilities:
In addition to its other obligations under this Agreement (including the performance of the Services),
the Provider will:
… c) use its reasonable endeavours to ensure that its Candidates engaged by a Participating
Agency on a Temporary or Contractor basis through the Provider adhere to the Participating
Agencies’ policies and procedures applicable to the Assignment
…
g) obtain, maintain and comply with any governmental, legal, regulatory or other approvals,
permissions, consents, licences, and requirements necessary to provide the Services and
perform its obligations under this Agreement;
h) comply with all Laws in so far as they relate to the provision of the Services at all times
during the Term, including, without limitation, the information privacy principles under the
Privacy Act 1993 and the Human Rights Act 1993…
Clause 13.2
Provider’s warranties:
The Provider represents, warrants and undertakes that:
…
c) it will comply with the requirements of all Law as it relates to the provision of Services by the
Provider;
d) al Documentation (and any other information or advice supplied by it to a Participating
Agency) and any information and data reported to the CoE wil be accurate, complete and Fit for
Purpose…
Clause 20.11
Governing law and jurisdiction:
a) This agreement is governed by, and wil be construed in accordance with, the laws of New
Zealand.
Appendix Two – Excerpt from Security and Privacy @ MPI
Manage and share all MPI information in accordance with:
MPI guidelines (available on Kotahi).
The Code of Conduct.
Official Information and Privacy Acts, and others (such as the Biosecurity Act), as required.
Keep personal use of equipment within acceptable limits
Some personal use of work PCs, mobiles and other IT equipment is okay.
Don’t use personal webmail and personal mobile phones to send any MPI information.
Don’t send MPI information to your home email accounts.
Never use email or the internet (including via mobile devices) for anything inappropriate, unlawful or objectionable
Never be in possession of information that would be considered discourteous, vexatious, objectionable, defamatory, fraudulent, pornographic, offensive, or which
discloses personal information.
Don’t send, read or delete messages on behalf of another person without their permission.
Don’t download, copy, send or store copyrighted material (e.g. music, software) without appropriate authorisation.
Don’t undertake any activities that would violate NZ law or bring the NZ Government or MPI into disrepute.
Always use a professional MPI Account to post MPI Information on the Internet, ensure you read the code of conduct and have your manager’s approval to do so.
Always run virus scan on any files downloaded from a mobile device or the internet, if in doubt seek advice.
MPI has an obligation to investigate any instances of inappropriate sharing or accessing of information.
STANDARD PURCHASE TERMS
All MPI purchases for goods and services are subject to these terms, unless a separate written contract is
agreed. These terms may be changed in MPI’s sole discretion, and any such changes will apply to Orders
made after the date of the change, or if there is no Order then with immediate effect.
1.
Defined terms
to you on the earlier of the Goods being picked
up, or the refund being provided.
Agreement means these terms, together with each
ACT 1982
Order (if any) sent to you.
Shipment and delivery of Goods must be
achieved within any timeframes specified in the
Business Day means any day not being a Saturday
Order (and otherwise within 15 days of MPI
or Sunday, a public holiday observed in Wellington,
ordering from you), and if that does not happen
or the period from 26 to 31 December each year.
then MPI may (without limiting its other rights)
Goods means the goods (and any other result of the
cancel any unfulfilled part of the purchase. MPI
Services) to be provided by you, including as set out
is not required to receive partial or incomplete
in an Order.
deliveries. Receipt of any part of a purchase
shall not bind MPI to accept any future
HSW Legislation means the Health and Safety at
deliveries. Neither MPI’s receipt of a delivery
Work Act 2015 and any regulations made under it.
nor any signature given at the time will be taken
MPI means the Sovereign acting by and through the
to imply that the Goods or Services are
Ministry for Primary Industries.
satisfactory to MPI.
INFORMATION
Order means any order, work authorisation letter,
5.
Warranties
email, or other document sent to you by MPI
describing matters such as the Goods, Services,
You warrant that:
and price.
(a) the Goods will conform in all respects with
Services means the services to be performed by
any description and samples provided;
you, including as set out in an Order.
(b) the Goods will be well packaged and
securely stored until delivery;
2.
Duration
(c) the Goods will be free from any defect
(including any latent defect);
These terms apply during the period of time
specified in any Order, or otherwise during the
(d) MPI will take clear title to the Goods;
period of time when you supply Goods or
(e) if you install the Goods, the Goods will be
Services to MPI.
properly installed and integrated into MPI’s
systems and property, and will be
3.
Payment
compatible with and not damage them;
(f) the Goods will satisfy MPI’s requirements,
You may issue invoices (which must be valid
be fit for MPI’s expected use and purpose,
for tax purposes) at the times set out in any
and meet MPI’s stipulated specifications;
Order, and otherwise when the Goods or
Services that will be the subject of the invoice
(g) MPI’s use of the Goods and receipt of the
have been provided to MPI’s satisfaction (as
Services
in accordance with this
notified by MPI to you). Except to the extent
Agreement will not infringe the rights of
MPI reasonably disputes an invoice, MPI will
any other person;
pay you by the 20th day of the month following
(h) you have all necessary consents, licences,
the month in which MPI receives the invoice.
and authorities to provide the Goods and
Services;
4.
Title, risk, and delivery
(i)
the Services will be performed promptly
with due diligence, care, and skill by
Risk in the Goods will pass to MPI on the later
appropriately trained, qualified,
of delivery of or payment for the Goods. Title to
experienced, and supervised persons;
the Goods will pass to MPI on the earlier of
(j)
all information provided by you in
delivery of or payment for the Goods.
connection with this Agreement is
If MPI notifies you in writing that the Goods are
accurate, complete, and true;
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not to its satisfaction, the Goods will be held by
(k) you do not have any conflicts of interest in
MPI until you have picked them up and
relation to this Agreement.
provided a refund for them, at which time title
will revert to you. Risk in the Goods will revert
These warranties are additional to any other
8.
Confidentiality
warranties and guarantees implied by law.
Each party will keep confidential the other’s
confidential information, except:
6.
Health and Safety
6.1 The Parties will:
(a) pursuant to applicable law;
(b) where the information becomes part of the
(a) perform and ensure their personnel
public domain through no fault of the party
perform their respective obligations under
receiving the information;
this Agreement in compliance with the
(c) for disclosure to its professional advisers
HSW Legislation; and
or personnel;
(b) consult, cooperate and coordinate with
(d) for MPI, in accordance with parliamentary
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each other to the extent reasonably
rules or convention, Ministerial request, or
required to ensure their respective
procurement rules or guidance endorsed
compliance with HSW Legislation.
by Cabinet.
6.2 In relation to this Agreement you will:
9.
Intellectual property
Ownership of intellectual property existing prior
(a) comply with your health and safety policies
to this Agreement is not affected by this
and practices, and all reasonable
Agreement Ownership of all intellectual
directions of MPI relating to health and
property you create or discover in performing
safety; and
this Agreement will vest in MPI on creation.
(b) ensure that:
For all intellectual property provided to MPI that
(i)
all “Notifiable Events” arising during
is not owned by MPI, you grant MPI a non-
this Agreement are reported to
exclusive, worldwide, royalty free, perpetual,
Worksafe in a timely manner in
irrevocable and sub-licensable licence to use,
INFORMATION
accordance with HSW Legislation;
copy, distribute, sub-licence, reproduce,
(ii) all such events, together with any
modify, adapt, publish, transmit, translate,
notice issued or other investigation or
create derivative works from, display and
enforcement action taken by
perform, whether publicly or otherwise, that
Worksafe or any other person under
intellectual property.
HSW Legislation, are reported to MPI
within three Business Days of you
10. Liability
becoming aware of the event, notice,
If MPI is liable to you under or in connection
or action.
with this Agreement (including in contract, tort,
or equity), MPI’s maximum liability to you is
7.
Access, security, and conduct
limited to an amount equivalent to the amount
MPI will allow your personnel access to MPI’s
actually paid to you under this Agreement. You
premises to the extent necessary for your
hereby indemnify MPI against all damage, cost,
provision of the Goods and Services. You will
loss, and expense suffered or incurred by MPI
ensure your personnel comply with MPI’s
arising under or in connection with this
security and operational requirements, code of
Agreement, including due to any third party
conduct, and other relevant policies and
claim against MPI.
procedures, all as notified to you from time to
time. MPI may refuse your personnel access if
11. Force Majeure
they do not satisfy those requirements. You
Neither party will be liable for failure to fulfil its
must promptly notify MPI in writing if you
obligations due to an event beyond its
become aware that in such premises:
reasonable control, which for clarity does not
include strikes or any form of labour dispute.
(a) any hazard may or does exist, or any
The party suffering from the event will exercise
situation may arise or has arisen where
all reasonable endeavours to avoid the event or
any person may not be safe or harm may
remove its cause, and perform its obligations.
result to any person;
(b) any accident or serious harm to any
12. Termination
person has occurred (in which case you
must
promptly notify MPI
of the
Without limiting any other rights, MPI may
preventative action taken or proposed);
terminate this Agreement on written notice (i) if
(c) any improvement or prohibition notice is
there is a material breach of this Agreement, (ii)
likely to be, or has been, issued.
if an event which is the subject of clause 10
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MPI’s reasonable opinion you suffer or will
likely suffer a material financial problem.
Version: August 2016
At the end of this Agreement, each party will
return all property and information of the
other’s. The end of this Agreement will not
prejudice any rights that arose prior to the end
of this Agreement, nor affect any part of it
which expressly or by its nature survives.
13. Communication with MPI
All notices to MPI in connection with this
Agreement must be directed to:
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Manager, Procurement and Commercial Management
Ministry for Primary Industries
25 The Terrace
Private Bag 2526
Wellington
14. General
You may not assign any of your rights under
this Agreement to a third party. You must keep
full and accurate records of all matters
pertaining to this Agreement, and make these
available to MPI on request. No waiver under
this Agreement is effective unless in writing.
Nothing in this Agreement creates
a
INFORMATION
partnership, agency, or employee/employer
relationship. This Agreement is the entire
agreement between the parties in relation to
the Goods and Services. This Agreement will
be governed by New Zealand law, and the
parties submit to the non-exclusive jurisdiction
of the New Zealand courts.
RELEASED UNDER THE OFFICIAL
Version: August 2016
