Standard terms governing technical services provided by Hypergen Ltd.
Version 0.1 | Last Updated: November 2026 | Hypergen Ltd (New Zealand)
1.1 These Terms of Trade (“Terms”) apply to services supplied by Hypergen Ltd, a New Zealand company (“Hypergen”, “we”, “us”) to the customer identified in a quotation, work order, purchase order accepted by us, or other written engagement (“Customer”, “you”).
1.2 The contract comprises these Terms and the accepted quotation, work order or statement of work (together, the “Agreement”). If documents conflict, the order is: (a) a signed project-specific agreement; (b) the accepted quotation/work order; and (c) these Terms.
1.3 These Terms apply to business customers acting in trade. They do not apply where prohibited by law. Any customer terms are excluded unless expressly accepted in writing by Hypergen.
1.4 The Agreement begins when the Customer accepts a quote/work order, instructs Hypergen in writing to proceed, or otherwise confirms the engagement, and continues until the services are completed or terminated under these Terms.
2.1 Services may include technical consulting and problem-solving; software, firmware and systems design; research and development; electronics repair, rework, assembly and testing; configuration and commissioning; network-related technical tasks; installation assistance, technical labour and subcontract services.
2.2 The specific scope, deliverables, assumptions, exclusions, timetable, site, rates or fixed price, and acceptance criteria will be described in the quotation or work order. Hypergen is not responsible for work outside that scope unless agreed as a variation.
2.3 Unless expressly stated, services are provided as technical services and do not include regulated electrical work, certification, engineering sign-off, building work, network security assurance, or a guarantee that a third-party system will be fit for a particular purpose. Hypergen will only undertake regulated work where legally authorised and appropriately qualified.
2.4 R&D, diagnostics, fault-finding and exploratory tasks involve uncertainty. Hypergen will use reasonable skill and care but does not warrant that a fault will be identified, a research outcome achieved, or a proposed solution will prove feasible, unless an outcome is expressly warranted in writing.
3.1 A quotation is valid for the period stated in it, or 30 days if no period is stated. Estimates, budgets and indicative hours are not fixed-price commitments.
3.2 Prices are in New Zealand dollars and GST exclusive unless stated otherwise. Any quote should identify whether travel, accommodation, consumables, freight, materials, third-party charges and after-hours work are included.
3.3 Work requested beyond the agreed scope, changes to requirements, delays caused by the Customer, additional diagnostic steps or changed site conditions may be treated as a variation and charged at the agreed rates or, if none, Hypergen’s then-current rates. Hypergen will seek approval before material additional costs where reasonably practicable.
3.4 Hypergen may rely on information, specifications, access, equipment and decisions supplied by the Customer. The Customer is responsible for their accuracy and completeness.
4.1 Unless the quotation states otherwise, time-based services are charged in the billing increments and at the rates stated in the quote/work order. Minimum call-out, travel and after-hours charges must be stated in the quote or agreed before the work.
4.2 Hypergen may invoice at milestones, on completion, periodically for ongoing work, or as stated in the quote. The Customer must pay each invoice within 14 calendar days of invoice date (“Due Date”), unless a different period is agreed in writing.
4.3 The Customer must raise any genuine invoice dispute in writing within 7 days of receipt, identifying the disputed items and reasons. The Customer must pay all undisputed amounts by the Due Date. The parties will promptly attempt to resolve the dispute.
4.4 To the extent permitted by law, overdue amounts may accrue interest at 2% per month (calculated daily) and Hypergen may recover reasonable costs of collection. Hypergen may suspend services after giving written notice if an amount remains overdue.
4.5 The Customer must not withhold, set off or deduct amounts from invoices except where required by law or agreed in writing.
4.6 Hypergen may require a deposit or payment for materials before ordering or commencing work. Special-order, customised or non-returnable materials may be non-refundable once committed, subject to applicable law.
5.1 The Customer must provide timely access, accurate instructions, relevant documentation, suitable working conditions, required permissions, and a competent contact person. The Customer must disclose known hazards, site rules, security restrictions, system dependencies and relevant risks.
5.2 The Customer is responsible for backups, data protection, credentials and authorisations, and for ensuring it has authority to permit access to equipment, networks, premises and data. Hypergen will use credentials only to perform the agreed services.
5.3 For site work, each party must comply with its applicable health and safety obligations. The Customer must communicate site-specific hazards and controls. Hypergen may stop or decline work it reasonably considers unsafe, unlawful, outside its competence or not properly authorised.
5.4 Unless expressly agreed, the Customer is responsible for permits, building access, network changes approvals, electrical isolation, site inductions, and coordination with other contractors.
6.1 The Customer must disclose known faults, damage, history, relevant constraints and any safety concerns, and remove or securely back up data where appropriate before handing over equipment.
6.2 Diagnostics may identify further faults or reveal that equipment is beyond economical or practical repair. Hypergen will advise the Customer and seek approval for material additional work or costs where reasonably practicable.
6.3 Repair and assembly work is limited to the identified scope and agreed tests. Unless specified, Hypergen does not warrant the entire product, unrelated components, ongoing operation, or compatibility with third-party systems. Repair may carry a risk of further failure due to pre-existing defects, age, component condition or latent damage.
6.4 Hypergen will take reasonable care of Customer property while in its custody. The Customer should maintain appropriate insurance for equipment and goods. Hypergen may retain equipment, materials or deliverables in its possession to the extent permitted by law until undisputed amounts due for the relevant work are paid.
6.5 If equipment is not collected within 60 days after written notice that it is ready, Hypergen may charge reasonable storage costs and, after further written notice and subject to applicable law, take steps to dispose of it.
7.1 Deliverables, tests and acceptance criteria are those stated in the quote/work order. If no criteria are specified, Hypergen will perform reasonable checks appropriate to the agreed scope.
7.2 The Customer must inspect deliverables and notify Hypergen in writing of material non-conformity with the agreed scope within 10 business days of delivery or completion. The notice must describe the issue sufficiently for Hypergen to investigate.
7.3 Where a substantiated issue is attributable to Hypergen’s failure to perform the agreed services with reasonable skill and care, Hypergen will, at its option and subject to law, re-perform the affected services or provide another reasonable remedy. This clause does not cover issues caused by Customer changes, misuse, third-party systems, or matters outside the agreed scope.
8.1 Hypergen will perform services with reasonable skill and care and in accordance with the agreed scope.
8.2 Any express warranty, warranty period or service-level commitment must be stated in the quote/work order. Manufacturer warranties on supplied parts or products are passed through to the Customer to the extent available.
8.3 Where both parties are in trade, the Customer agrees that, to the extent permitted by section 43 of the Consumer Guarantees Act 1993 (“CGA”), the CGA is excluded in relation to services supplied under this Agreement, but only where the statutory requirements for contracting out are met, including that the exclusion is fair and reasonable. If those requirements are not met, the CGA applies to the extent required by law.
8.4 Nothing in these Terms excludes or limits any right or liability that cannot lawfully be excluded or limited, including applicable rights under the Fair Trading Act 1986.
9.1 Each party retains ownership of intellectual property it owned or developed independently before the engagement (“Background IP”).
9.2 Unless the quote/work order expressly states otherwise, Hy
pergen retains ownership of its Background IP and all tools, methods, templates, generic know-how, reusable code, libraries, routines, techniques and improvements developed in providing services, excluding Customer materials and project-specific deliverables expressly identified for transfer.
9.3 Upon payment in full of all amounts due for the relevant project, Hypergen grants the Customer a perpetual, non-exclusive, worldwide licence to use project deliverables created specifically for the Customer for the purpose described in the quote/work order. If ownership transfer is expressly agreed, it takes effect only upon full payment and excludes Hypergen Background IP unless specifically stated.
9.4 Third-party software, open-source components, libraries, firmware, manufacturer tools and other third-party materials remain subject to their own licence terms. Hypergen does not transfer rights it does not own.
9.5 The Customer grants Hypergen a licence to use Customer-provided materials, data and IP as reasonably necessary to perform the services. Hypergen will not publish confidential project information or identify the Customer in marketing without permission.
10.1 Each party must keep confidential the other party’s non-public business, technical, commercial and personal information obtained through the engagement, use it only for the Agreement, and disclose it only to personnel or advisers who need to know and are subject to appropriate confidentiality obligations, or where required by law.
10.2 This obligation does not apply to information that is public other than through breach, already lawfully known, independently developed, or lawfully received from another source.
10.3 Each party must comply with applicable New Zealand privacy law in respect of personal information it handles. Hypergen’s website privacy statement, where applicable, describes information collected through the website.
11.1 Hypergen may engage suitably capable subcontractors to perform part of the services, remaining responsible to the Customer for the contracted services, subject to this Agreement.
11.2 Where Hypergen is itself engaged as a subcontractor, its obligations are limited to the scope expressly agreed in its work order or subcontract. Hypergen is not responsible for the head contractor’s overall project, other trades, client commitments or work outside its control.
11.3 Any customer flow-down terms, site rules, confidentiality, security, IP assignment, insurance limits or special liability obligations must be provided before acceptance and apply only if expressly accepted in writing by Hypergen.
12.1 To the maximum extent permitted by law, neither party is liable to the other for indirect or consequential loss, loss of profit, revenue, anticipated savings, opportunity, goodwill, production, data or business interruption arising from the Agreement.
12.2 To the maximum extent permitted by law, Hypergen’s aggregate liability arising out of or in connection with an engagement is limited to the fees paid or payable to Hypergen under the relevant quote/work order in the 12 months preceding the event giving rise to the claim. For a one-off engagement shorter than 12 months, the cap is the total fees paid or payable under that engagement.
12.3 The limitations in this clause do not apply to liability that cannot lawfully be limited, or to fraud or wilful misconduct. The parties should expressly agree in writing to any different liability cap or risk allocation for a project.
12.4 The Customer must take reasonable steps to mitigate loss and must not rely on Hypergen for backup, fail-safe operation or safety-critical assurance unless expressly included in the scope.
13.1 Either party may terminate an engagement for material breach if the other party fails to remedy the breach within 10 business days after written notice.
13.2 Hypergen may suspend or terminate work immediately where continuing would be unsafe, unlawful, unauthorised, or where the Customer is insolvent or materially overdue, subject to any applicable legal requirements.
13.3 The Customer may cancel work by written notice. The Customer must pay for services performed up to cancellation, committed materials and third-party costs that cannot reasonably be cancelled or recovered, and reasonable demobilisation costs, subject to law and the quote/work order.
13.4 On termination, the Customer must pay all undisputed amounts for work performed and costs incurred. Clauses intended by their nature to survive, including payment, IP, confidentiality, liability and dispute provisions, continue.
Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disasters, widespread outages, supply-chain disruptions, acts of government or emergencies, provided it notifies the other party as reasonably practicable and takes reasonable steps to mitigate. Payment obligations for services already supplied are not excused.
15.1 The parties will first attempt in good faith to resolve a dispute through discussions between authorised representatives. If unresolved within 10 business days, they may agree to mediation before commencing proceedings, except for urgent relief or debt recovery.
15.2 This Agreement is governed by the laws of New Zealand. The parties submit to the jurisdiction of New Zealand courts.
16.1 Notices may be sent to the email or postal addresses specified in the quote/work order or otherwise notified in writing. Email notice is deemed received when no delivery failure is received, subject to applicable law.
16.2 No amendment or waiver is effective unless in writing. A failure to enforce a term is not a waiver. If a provision is unenforceable, it is severed to the extent necessary and the remaining provisions continue.
16.3 The Agreement constitutes the entire agreement for the relevant engagement and supersedes prior discussions on that scope. The Customer may not assign the Agreement without Hypergen’s written consent. Hypergen may assign it to a successor to its business, subject to law.
16.4 These Terms should be supplied to the Customer before acceptance. Customer acceptance may be evidenced by signature, written confirmation, purchase order referencing these Terms, or instruction to proceed after receipt of the Terms, provided applicable law is satisfied.