Terms of Use

1. Definitions and Interpretation

In these Terms, unless the context otherwise requires:

• "Services" means all professional consulting, implementation, development, training, support, and related services provided by INNOLAB as described in Section 2 and any applicable Service Agreement or Statement of Work (SOW).
• "Client Data" means all data, information, materials, and content provided by or on behalf of Client to INNOLAB for the purpose of receiving Services.
• "Deliverables" means all work products, reports, documentation, software, configurations, and other materials created by INNOLAB for Client as part of the Services.
• "Intellectual Property" means all patents, copyrights, trademarks, trade secrets, know-how, methodologies, processes, and other proprietary rights.
• "Service Agreement" or "SOW" means a specific written agreement or statement of work executed between INNOLAB and Client detailing scope, deliverables, timelines, and fees for specific Services.
• "Confidential Information" means all non-public information disclosed by either party that is marked confidential or would reasonably be considered confidential.
• "Force Majeure" means events beyond reasonable control including natural disasters, pandemics, strikes, government actions, or telecommunications failures.

2. Services Provided

INNOLAB provides comprehensive business consultancy and digital transformation services for New Zealand SMEs, including but not limited to:

2.1 Operational Modernization Services

• Business process optimization and compliance consulting
• Core business system implementation (CRM, project management tools)
• Intelligent workflow automation design and deployment
• Digital skills training and change management programs

2.2 Digital Infrastructure & System Intelligence

• End-to-end system and data integration services
• Custom enterprise application and platform development
• Strategic CRM implementation and optimization (Salesforce, HubSpot, Odoo)
• Integrated web and digital portal solutions

2.3 Data-Driven Growth & AI Enablement

• Data strategy, governance, and business intelligence
• Advanced analytics and performance management
• AI-powered tools, workflows, and predictive automation
• Custom AI chatbots and intelligent document processing

2.4 Service Scope and Modifications

The specific scope, deliverables, timelines, and fees for Services will be detailed in a Service Agreement or SOW. INNOLAB reserves the right to modify service offerings, methodologies, and technologies to improve service quality. Any material changes affecting active engagements will be communicated to Client in writing.

3. Service Agreements and Engagement Process

3.1 Engagement Initiation

Services are provided pursuant to a Service Agreement or SOW signed by both parties. Each Service Agreement will specify:

• Detailed scope of work and deliverables
• Project timeline and key milestones
• Fees, payment terms, and payment schedule
• Client responsibilities and resource requirements
• Acceptance criteria and testing procedures
• Any project-specific terms or conditions

Important: In the event of any conflict between these general Terms of Use and a specific Service Agreement or SOW, the terms of the Service Agreement or SOW shall take precedence. This ensures maximum flexibility to tailor terms to each engagement's unique requirements.

3.2 Service Commencement

Services will commence upon: (a) execution of the Service Agreement by both parties, (b) receipt of initial payment or deposit (if required), and (c) completion of any pre-project requirements specified in the Service Agreement.

3.3 Changes to Scope

Any changes to the agreed scope, deliverables, or timelines must be documented in a written Change Request approved by both parties. Changes may result in adjustments to fees and timelines. INNOLAB will provide impact assessments for proposed changes within 5 business days of request.

4. Client Responsibilities and Obligations

Client agrees to:

4.1 Information and Access

• Provide accurate, complete, and timely information, data, and documentation required for Services
• Grant INNOLAB reasonable access to Client's systems, facilities, and personnel as necessary
• Designate authorized representatives with decision-making authority for the project
• Respond to INNOLAB requests and inquiries within agreed timeframes

4.2 Technical Environment

• Maintain suitable IT infrastructure and environment for service delivery
• Ensure adequate backup and disaster recovery procedures for Client Data
• Provide necessary software licenses, accounts, and third-party service access
• Comply with all technical prerequisites specified in the Service Agreement

4.3 Compliance and Legal

• Use Services only for lawful purposes and in compliance with all applicable laws and regulations
• Maintain confidentiality of account credentials, passwords, and access information
• Respect intellectual property rights of INNOLAB and third parties
• Not attempt to reverse engineer, decompile, or disassemble any proprietary INNOLAB methodologies or software
• Ensure internal policies and data handling practices comply with New Zealand Privacy Act 2020

4.4 Project Delays

Failure by Client to fulfill its responsibilities may result in project delays. INNOLAB shall not be liable for delays caused by Client's failure to meet obligations. Additional fees may apply for extended project timelines resulting from Client delays exceeding 10 business days.

6. Intellectual Property Rights

6.1 INNOLAB Pre-Existing IP

INNOLAB retains all rights, title, and interest in and to:

• The INNO methodology and all proprietary frameworks, processes, and methodologies
• Pre-existing software, tools, templates, and documentation
• General knowledge, skills, and experience gained during service delivery
• The INNOLAB brand, trademarks, and marketing materials

6.2 Client-Specific Deliverables

Upon full payment of all fees, INNOLAB grants Client a perpetual, non-exclusive, non-transferable license to use Deliverables created specifically for Client for Client's internal business purposes. This includes:

• Custom reports, analysis, and strategic recommendations
• Client-specific process documentation and workflow designs
• Custom-developed software code and configurations (excluding INNOLAB frameworks)
• Training materials tailored for Client's operations

6.3 Third-Party Components

Deliverables may incorporate third-party software, libraries, or components subject to separate license terms. Client's use of such components is governed by applicable third-party licenses (e.g., open-source licenses, Salesforce, HubSpot, Odoo terms). INNOLAB makes no representations regarding third-party IP rights.

6.4 Client Data and Content

Client retains all rights to Client Data. Client grants INNOLAB a limited, non-exclusive license to use Client Data solely for the purpose of providing Services. INNOLAB may use anonymized, aggregated data for improving services, benchmarking, and research purposes, provided no Client-identifying information is disclosed.

6.5 Portfolio and Marketing

INNOLAB may use Client's name and logo in client lists and case studies for marketing purposes unless Client provides written notice prohibiting such use. Detailed case studies require prior Client approval.

7. Confidentiality and Data Protection

7.1 Confidential Information

Each party agrees to maintain the confidentiality of Confidential Information received from the other party and to use such information only for purposes of performing obligations under this Agreement. Confidential Information includes:

• Business strategies, financial data, and operational information
• Technical specifications, system architectures, and proprietary methodologies
• Customer data, employee information, and personal information
• Draft deliverables, work-in-progress, and internal communications

7.2 Exclusions

Confidentiality obligations do not apply to information that:

• Is or becomes publicly available through no breach of this Agreement
• Was rightfully in the receiving party's possession prior to disclosure
• Is independently developed without reference to Confidential Information
• Must be disclosed pursuant to legal obligation or court order (with prior notice to disclosing party)

7.3 Data Protection Compliance

Both parties agree to comply with the New Zealand Privacy Act 2020 and all applicable data protection laws. INNOLAB's data handling practices are detailed in our Privacy Policy. Where INNOLAB processes personal information on behalf of Client, INNOLAB acts as a data processor and will implement appropriate technical and organizational measures to protect such data.

7.4 Duration of Confidentiality

Confidentiality obligations survive termination of this Agreement and continue for a period of 5 years from the date of disclosure, or indefinitely for trade secrets.

8. Warranties, Disclaimers, and Service Guarantees

8.1 INNOLAB Warranties

INNOLAB warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Personnel providing Services possess appropriate skills, qualifications, and experience
• Services will comply with specifications set forth in the Service Agreement
• Deliverables will be free from material defects for a period of 90 days from delivery
• INNOLAB has the right to provide Services and grant licenses specified herein

8.2 Warranty Remedies

For breach of warranty, Client's exclusive remedy is re-performance of defective Services or, if re-performance is not commercially reasonable, refund of fees paid for the defective Services. Client must provide written notice of warranty claims within the warranty period.

8.3 Disclaimer of Warranties

Important: EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, INNOLAB PROVIDES SERVICES "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY NEW ZEALAND LAW, INNOLAB DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. INNOLAB DOES NOT WARRANT THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET ALL CLIENT REQUIREMENTS.

8.4 Third-Party Products and Services

INNOLAB makes no warranties regarding third-party products, services, or platforms (including Salesforce, HubSpot, Odoo, cloud providers, etc.). Client's use of third-party offerings is subject to third-party terms and warranties.

8.5 Results and Outcomes

While INNOLAB strives for optimal outcomes, we do not guarantee specific business results, cost savings, revenue increases, or performance improvements. Actual results depend on numerous factors including Client implementation, market conditions, and ongoing management.

9. Limitation of Liability and Indemnification

9.1 Limitation of Liability

Important: TO THE MAXIMUM EXTENT PERMITTED BY NEW ZEALAND LAW, INNOLAB'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT TO INNOLAB DURING THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.2 Exclusion of Consequential Damages

IN NO EVENT SHALL INNOLAB BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF INNOLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Exceptions to Limitations

The limitations in Sections 9.1 and 9.2 do not apply to:

• Liability for death or personal injury caused by negligence
• Fraud or fraudulent misrepresentation
• Breach of confidentiality obligations (Section 7)
• Intellectual property infringement claims (Section 9.4)
• Liabilities that cannot be limited under New Zealand law

9.4 Indemnification

By INNOLAB: INNOLAB will indemnify and defend Client against third-party claims that Deliverables infringe third-party intellectual property rights, provided Client promptly notifies INNOLAB, cooperates in defense, and grants INNOLAB sole control of defense and settlement.

By Client: Client will indemnify and defend INNOLAB against third-party claims arising from: (a) Client Data or Client's use of Deliverables, (b) Client's breach of this Agreement, or (c) Client's violation of laws or regulations.

9.5 New Zealand Consumer Guarantees Act

Where Client acquires Services for business purposes, parties agree that the Consumer Guarantees Act 1993 does not apply. For Services acquired for non-business purposes, nothing in these Terms excludes, restricts, or modifies rights under the Consumer Guarantees Act or Fair Trading Act 1986.

10. Term, Termination, and Suspension

10.1 Term

These Terms commence on the date Client first accesses Services or enters into a Service Agreement and continue until all Service Agreements are completed or terminated. Individual Service Agreements have terms specified therein.

10.2 Termination for Convenience

Termination conditions, notice periods, and transition obligations shall be as specified in the Service Agreement. Unless otherwise agreed in writing, either party may terminate a Service Agreement for convenience upon reasonable written notice (typically 30 days). Upon such termination, Client shall pay: (a) all fees for Services performed to the termination date, and (b) all non-cancellable expenses committed. Additional termination fees, if applicable, will be specified in the Service Agreement.

10.3 Termination for Cause

Either party may terminate immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure within 14 days of written notice, (b) becomes insolvent or enters bankruptcy proceedings, or (c) ceases business operations.

10.4 Suspension of Services

INNOLAB may suspend Services without liability if: (a) Client's payment is more than 30 days overdue, (b) Client materially breaches security or acceptable use obligations, or (c) continuation would violate applicable law. INNOLAB will provide reasonable notice except where immediate suspension is required.

10.5 Effect of Termination

Upon termination:

• Client must pay all outstanding fees and expenses
• INNOLAB will deliver completed Deliverables (subject to full payment)
• Each party must return or destroy Confidential Information of the other party
• Licenses to work-in-progress or incomplete Deliverables are not granted unless separately agreed
• Sections 6 (IP), 7 (Confidentiality), 9 (Liability), 11 (Dispute Resolution), and 12 (General) survive termination

11. Dispute Resolution and Governing Law

11.1 Good Faith Negotiation

In the event of any dispute, controversy, or claim arising out of or relating to this Agreement, the parties agree to first attempt to resolve the matter through good faith negotiation. Either party may initiate negotiations by providing written notice to the other party's designated representative. Senior executives from both parties will meet within 14 days to attempt resolution.

11.2 Mediation

If negotiation does not resolve the dispute within 30 days, parties agree to attempt resolution through mediation administered by the Resolution Institute (New Zealand) or mutually agreed mediator. Mediation costs will be shared equally. Each party bears its own legal costs.

11.3 Arbitration

If mediation is unsuccessful, disputes shall be resolved by binding arbitration in accordance with the Arbitration Act 1996 (New Zealand). The arbitration shall be conducted by a single arbitrator mutually agreed upon or, failing agreement, appointed by the Resolution Institute. The seat of arbitration shall be Auckland, New Zealand.

11.4 Litigation

If arbitration is declined by either party in writing, disputes shall be resolved by litigation in the courts of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts.

11.5 Governing Law

This Agreement is governed by and construed in accordance with the laws of New Zealand, without regard to conflicts of law principles. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods.

11.6 Injunctive Relief

Nothing in this Section prevents either party from seeking injunctive relief in court to protect intellectual property rights or confidential information.

12. General Provisions

12.1 Entire Agreement

These Terms, together with any Service Agreements, SOWs, and documents expressly referenced herein, constitute the entire agreement between the parties and supersede all prior negotiations, representations, and agreements.

12.2 Amendments

INNOLAB may update these Terms from time to time by posting revised Terms on our website. Continued use of Services after changes constitutes acceptance of new Terms. Material changes will be notified via email to registered clients. Individual Service Agreements may only be amended by written agreement signed by both parties.

12.3 Assignment

Client may not assign this Agreement without INNOLAB's prior written consent. INNOLAB may assign to affiliates or in connection with merger, acquisition, or sale of all or substantially all assets.

12.4 Subcontractors

INNOLAB may engage subcontractors to perform Services, provided INNOLAB remains responsible for subcontractor performance and subcontractors are bound by confidentiality obligations no less protective than those herein.

12.5 Force Majeure

Neither party shall be liable for failure to perform obligations due to Force Majeure events beyond its reasonable control. The affected party must provide prompt notice and use reasonable efforts to resume performance. If Force Majeure continues for more than 30 days, either party may terminate the affected Service Agreement without liability.

12.6 Notices

All notices must be in writing and delivered via email (with confirmation) or registered mail to addresses specified in the Service Agreement or these Terms. Notices are effective upon receipt or 3 business days after posting, whichever is earlier.

12.7 Severability

If any provision is held invalid or unenforceable, such provision shall be severed and the remaining provisions shall remain in full force and effect. Invalid provisions shall be replaced with valid provisions that most closely approximate the intent of the original.

12.8 Waiver

Failure to enforce any provision does not constitute a waiver of that provision or any other provision. Waivers must be in writing and signed by the waiving party.

12.9 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. Neither party has authority to bind the other.

12.10 Survival

Provisions that by their nature should survive termination shall survive, including Sections 5 (Payment), 6 (IP), 7 (Confidentiality), 9 (Liability), 11 (Dispute Resolution), and 12 (General).

12.11 Flexibility and Negotiation

Collaborative Approach: INNOLAB recognizes that each client engagement is unique, with its own requirements, constraints, and objectives. While these Terms of Use provide a general framework for our professional relationship, specific terms may be tailored to meet the particular needs of each project.

Clients are encouraged to discuss their requirements openly, and INNOLAB will work collaboratively to develop mutually acceptable terms that are documented in a formal Service Agreement. This flexible approach ensures that our partnership is built on practical, workable arrangements that support successful project outcomes.

Examples of negotiable terms include:

• Payment methods, schedules, and milestone structures
• Project timelines and delivery schedules
• Resource allocation and team composition
• Reporting frequency and communication protocols
• Acceptance criteria and testing procedures
• Intellectual property arrangements for specific deliverables
• Termination notice periods and transition procedures