DEFINITIONS AND INTERPRETATION
Definitions: In this agreement:
Business Day means a day on which banks are open for business, excluding a
Saturday, Sunday or public holiday in Wellington.
Default Interest means interest that accrues in accordance with clause 5.3(b).
Default Rate means ten per cent per annum (10%).
Documentation means the operating manuals, training materials and associated
documentation as will reasonably enable the Customer to effectively use the
Installation Services means the services set out in, and which comply with, clause
Intellectual Property Rights means all industrial and intellectual property rights
(whether protectable by statute, at common law or in equity), in and to the
Equipment as may exist anywhere in the world and whether or not registered or
registrable, including, but not limited to, patent rights, trademarks, copyright and
Lease means the lease of the Equipment, on the terms set out in this agreement.
Equipment means the item/s described in Part C.
Rental Fee means the fees payable by Customer to Point Zero as specified in
Part A, for each day on which the Customer has possession of the Equipment
(whether during the Term or not).
Interpretation: In this agreement, unless the context otherwise requires:
(a) words importing the singular include the plural and vice versa;
(b) if a day on or by which an obligation must be performed or an event must
occur is not a Business Day, the obligation must be performed or the event must occur on or by the next Business Day.
LEASE AND TERM
Agreement to lease: Point Zero agrees to lease the Equipment to the Customer
and the Customer agrees to lease the Equipment from Point Zero on the terms of
Term of lease: The Lease commences on the Start Date and continues in effect
until the End Date, unless this agreement is extended or terminated earlier (Term).
Extension: The Lease may be extended by the Customer retaining possession of
the Equipment beyond the End Date with the prior written consent of Point Zero, in
(a) the Customer must pay Rental Fees for each calendar day or part day
during which the Customer retains possession of the Equipment; and
(b) Point Zero may terminate this agreement and repossess the Equipment at
any time in accordance with clause 10.3.
DELIVERY AND INSTALLATION
Delivery: On or before the Start Date, Point Zero will deliver the Equipment to the
Installation: Point Zero agrees to provide, and the Customer agrees to receive, the
Installation Services, on the terms and conditions of this agreement. The parties
acknowledge that the Purchase Price includes the Installation Services, and no
additional amount is payable for such services.
Installation Services: The Installation Services include:
(a) installation and configuration of the Equipment in good working order at the
Customer’s nominated premises; and
(b) initial training of selected staff of the Customer in the operation, calibration
and maintenance of the Equipment to Point Zero’s satisfaction.
Preparation of Installation Location: The Customer will, at its own expense,
prepare its nominated premises for the installation of the Equipment prior to the date
agreed between the parties on which the Installation Services are to be carried out
(being, unless otherwise agreed, the Completion Date). Point Zero will not be liabl
for any delay in installation due to the Customer’s non-compliance with this clause.
Facilitation of Installation Services: To enable the installation of the Equipment,
the Customer will provide Point Zero with:
(a) unobstructed access to the Customer’s nominated Delivery Address and
(b) such assistance as may be reasonably required by Point Zero;
(c) reasonable working conditions and adequate work space;
(d) adequate telecommunications facilities as reasonably required by Point
(e) access to Customer staff for training at appropriate times as reasonably
required by Point Zero; and
(f) [insert other requirements re power supply, space, lighting and other
Point Zero’s obligations: Point Zero must deliver the Equipment and perform the
(a) in a professional manner and with due care and skill;
(b) in compliance with any reasonable requirements notified by the Customer
to Point Zero; and
(c) otherwise in accordance with this agreement.
Employees, agents and subcontractors: In delivering the Equipment and
providing the Installation Services, Point Zero must ensure that all of its employees,
agents and subcontractors:
(a) are suitably qualified to provide the Installation Services and the
maintenance services in accordance with this agreement;
(b) comply with all relevant professional industry standards; and
(c) comply with all applicable laws.
TITLE AND RISK
Title: Legal and beneficial ownership of, and title to, the Equipment will remain at all
times with Point Zero, unless the parties agree otherwise in writing.
Risk: Risk of loss or damage to the Equipment will pass to the Customer from the
time the Equipment leaves Point Zero’s premises, to the time the Equipment is
safely returned to Point Zero’s premises.
Payment: The Customer must pay all Rental Fees due under this agreement as
invoiced by Point Zero from time to time, until the End Date, as may be extended
under clause 10. [Note: your invoices should include a date for payment –
alternatively you can hardwire a due date into this agreement, e.g. by the 20 th
of the month following the month of the invoice]
Cost increases: At any time, and from time to time, Point Zero may increase the
amount of the unpaid Rental Fees by such amount necessary to recover any
increase incurred by or arising from changes in statute, regulation, taxes or customs duties during the Term.
Default: If the Customer does not pay any amount due under clause 5.1, then
without prejudice to any other remedies available to Point Zero:
(a) Point Zero may, by  Business Days’ notice in writing to the Customer,
terminate the agreement and take possession of the Equipment;
(b) Default Interest will accrue on any unpaid amounts on a daily basis at the
Default Rate (compounding monthly), from such time as the amount falls
due until all overdue amounts have been paid by the Customer in full
(including any Default Interest); and
(c) the Customer shall be responsible for all reasonable costs incurred by Point
Zero in recovering any amount outstanding and retaking possession of the
Equipment, including any legal costs on a solicitor/client basis.
No set-off or deduction: The Customer must make all payments due to Point Zero
under this agreement free of any deduction, withholding, or set-off.
Tax: The Rental Fees do not include any GST, duties or other tax imposed. Any
such GST, duty or tax will be added to and payable in addition to the Rental Fees.
Care: The Customer will, at its own expense:
(a) keep the Equipment in good and clean order in accordance with this
agreement and the reasonable requirements of Point Zero as advised in
writing from time to time;
(b) take reasonable care of the Equipment, including by:
(i) engaging only trained persons to operate the Equipment;
(ii) complying with any written instructions given by Point Zero as to
the use of the Equipment;
(iii) not attempting to repair or adjust the Equipment except as is
necessary for the ordinary use of the Equipment;
(iv) immediately notifying Point Zero if the Customer becomes aware
of any defect in, or maintenance required to, the Equipment, and
(v) protecting the Equipment from adverse conditions;
(c) only use the Equipment at the Customer Premises specified in Part A;
(d) only use the Equipment in the manner for which it was designed and in
accordance with the manufacturer’s specifications; and
(e) ensure that the Equipment is used in a safe manner which complies with all
legal requirements relating to health and safety, and comply with any
reasonable requirements of Point Zero relating to health and safety or
Ownership: The Customer will:
(a) not hold itself out as agent, partner or joint venturer of Point Zero;
(b) not copy or purport to sell any part of the Equipment to any third party
without Point Zero’s consent; and
(c) if and when requested by Point Zero, at Customer’s own cost, do all things
reasonably necessary to enable Point Zero to obtain, maintain and perfect
a security interest in respect of the Equipment;
Insurance: The Customer will, at its own expense, take out and maintain during the
Term, comprehensive insurance cover for the Equipment, and provide evidence of
such insurance to Point Zero when requested from time to time.
Software: The Customer will:
(a) only allow software created or supplied by Point Zero to be used in the
(b) use reasonable endeavours to ensure that the Equipment remains free of
bugs, viruses, malware, spyware, trojans and disabling code;
(c) promptly install any updates to software provided by Point Zero in
accordance with all reasonable instructions; and
(d) not disassemble, deconstruct, reverse engineer or otherwise replicate the
Equipment or any part of the Equipment, or attempt to do any of these
things, and shall procure that its employees and contractors do not do the
Acknowledgement: The Customer acknowledges that:
(a) any Intellectual Property Rights used in connection with the Equipment
(including the specifications) are and will remain the sole property of Point
Zero, and the Intellectual Property Rights in any modifications or additions
arising out of, or related to, the Equipment will belong to Point Zero;
(b) the Customer will have no claim to Point Zero’s Intellectual Property Rights
and no licence to use Point Zero’s Intellectual Property Rights except as
necessary to give effect to this agreement; and
(c) the Intellectual Property Rights, knowledge or know-how at any time
transmitted orally, electronically or in writing by Point Zero to the Customer
will be considered absolutely confidential by the Customer and the Customer will not use them for any purpose nor sell, transfer or divulge them to anyone without Point Zero’s prior written consent.
Grant of licence: Subject to the Customer complying with its obligations under
clauses 5 and 6, Point Zero grants to the Customer a non-transferrable, revocable
licence to use the Intellectual Property Rights solely for the purposes of operating
the Equipment during the Term as part of the Customer’s business. The Customer
acknowledges the licence does not include the right to grant sub-licences to any
Confidentiality: Each party must keep the confidential information of the other party
confidential and must not use it other than for the provision of the Installation
Services and maintenance services. This obligation does not apply to disclosures to
the extent they are required by law, made to its legal advisors, or required to enable
a party to perform its obligations. Each party must take all reasonable steps to ensure that its employees and agents and any subcontractors engaged for the purposes of this agreement do not disclose or misuse any confidential information.
This clause will survive the termination of this agreement.
WARRANTIES AND LIABILITY
Warranties: Subject to the Customer complying with its obligations under clause 6,
Point Zero warrants that the Equipment (and any replacement Equipment and
(a) will conform to the specifications set out in Part C;
(b) will, as at the commencement of the Term:
(i) be free from material defects in materials and workmanship; and
(ii) perform at a level consistent with the Documentation.
Manufacturers’ warranties: Point Zero will use reasonable commercial endeavours
to ensure that it procures any third party supplier of components in the Equipment to pass on the benefit of all manufacturers’ warranties relating to the Equipment, for the benefit of the Customer.
Repairs: Subject to the Customer complying with its obligations under clause 6, in
the event of a claim under the warranties in clause 8.1, Point Zero will in the first
instance repair any faulty Equipment where the claim is made in the Term and no
Support and Maintenance: If the parties agree, Point Zero may provide routine
support and maintenance services for a fee to be agreed separately.
Consumer guarantees law limited: The Customer agrees that the Equipment is
being leased by it for the purpose of a business and accordingly, the Consumer
Guarantees Act 1993 does not apply.
Limitation on liability: Point Zero will not be liable:
(a) for loss due to the fact that the Customer has altered or misapplied the
Equipment, or has subjected the Equipment to any unusual or non-
recommended use, servicing or handling;
(b) for loss caused by any factors beyond Point Zero’s control other than for
loss directly caused by components of the Equipment;
(c) for any indirect loss or any consequential loss suffered or incurred by the
Customer, or for any loss of income, business, profit or savings whether as
a result of the Customer’s or any other person’s inability to complete a
transaction or order or otherwise;
(d) where the loss sustained is due to non-compliance by the Customer with
the terms of any Documentation, warranty or manufacturers’ handbook
provided to the Customer;
(e) where the Customer has not taken all reasonable steps to mitigate any
loss, liability, or other damages it suffers as a result of a breach of this
agreement by Point Zero; or
(f) where the Customer has not informed Point Zero of a breach of this
agreement as soon as reasonably practicable after the Customer becomes
aware of that breach.
Maximum liability: The total liability of Point Zero under or in relation to this
agreement will not exceed an amount equal to the total Rental Fees paid under this
AUTHORITY TO ENTER AGREEMENT
Authority to enter agreement: Each of the parties represents and warrants that:
(a) authority: it has full power and authority to enter into and perform its
obligations under this agreement;
(b) authorisations: it has taken all necessary action to authorise the
execution, delivery and performance of this agreement in accordance with
(c) binding obligations: this agreement constitutes legal, valid and binding
obligations and is enforceable in accordance with its terms; and
(d) transaction permitted: the execution, delivery and performance by it of
this agreement does not and will not violate:
(i) to the best of its knowledge and belief, any law, regulation,
authorisation, ruling, consent, judgment, order or decree of any
governmental agency; or
(ii) its constitution or other constituent documents.
TERMINATION AND EXTENSION
Default: Notwithstanding any other provision of this agreement, but subject to
clause 11, either party may terminate the agreement immediately by notice in writing to the other if:
(a) the other party breaches any provision of this agreement and fails to
remedy such breach within 10 Business Days from receipt of written notice
from the party issuing the notice specifying such breach, or if the breach is
a material breach incapable of being remedied; or
(b) the other party becomes insolvent, enters into a composition with its
creditors, is declared bankrupt, goes into liquidation, or a receiver is, or has
a receiver and manager, or statutory receiver, appointed in respect of it, or
ceases to carry on business, or anything analogous to any of the foregoing
Point Zero’s right to terminate: In addition to any other rights under this
agreement, Point Zero may terminate this agreement immediately if:
(a) in Point Zero’s reasonable opinion, the integrity of the Equipment is likely to
be compromised or the Equipment is at risk;
(b) the Customer acts in a manner that Point Zero considers is likely to
damage Point Zero’s reputation or the Equipment.
Consequences of termination: Upon the termination of this agreement, Point Zero
will be entitled to enter any premises where the Equipment is located and retake
possession of the Equipment, on written notice to the Customer. Customer agrees
to give Point Zero reasonable access to enter such premises to remove the
Equipment at Point Zero’s risk and expense. Point Zero will not be liable for any
disruption to Customer’s business, or to make good any damage reasonably
occasioned to such premises, during the removal.
Extension: The Term of this agreement may be extended by:
(a) the Customer retaining the Equipment beyond the initial Term with the
written consent of Point Zero (in which case Customer will continue to pay
Rental Fees); or
(b) the parties agreeing to extend the Term in writing.
Obligations to survive: Termination of this agreement will not:
(a) affect the existence or exercise of any accrued rights, liabilities or remedies
of either party whether arising under this agreement or at law, in equity or
(b) affect the obligations of the Customer under this agreement which are
intended to survive termination (including, for the avoidance of doubt and
without limitation, clauses 5.3 and 7 and the Customer’s obligation to pay
any amount outstanding).
Unavoidable delays: Neither party shall be liable for any delay in meeting, or failure to meet, its obligations under this agreement to the extent that such delay or failure is caused by any event outside its reasonable control (including, without limitation, any delay or failure caused by any act or omission of the other party) (Force Majeure Event). A Force Majeure Event may be caused by (but will not be limited to) the following circumstances:
(a) acts of God (including earthquake, fire and flood);
(b) acts of local, state or national Governments or public agencies;
(c) labour disputes, riots or strikes;
(d) utility or communication failures or delays; or
(e) any delay or failure caused by any act or omission of the other party.
Obligations to notify: If a party is prevented from meeting its obligations under this agreement due to a Force Majeure Event, it must notify the other party of the nature and expected duration of the Force Majeure Event, consult with the other party as to the means (and use its reasonable endeavours) to minimise the effects of the Force Majeure Event, and resume performance of its obligations as soon as it is possible to do so.
HEALTH AND SAFETY
Each party is required to comply with the provisions of the Health and Safety at
Work Act 2015 by ensuring, so far as is reasonably practicable, the health and
safety of their personnel.
Each party will:
(a) consult, co-operate with, and co-ordinate activities with the other, so far as
is reasonably practicable where they share a health and safety duty in relation to the same matter or person; and
(b) comply with all reasonable instructions from the other party in relation to
health and safety matters affecting the other party’s personnel.
Amendment: No amendment to this agreement will be effective unless it is in writing and signed by each party.
Counterparts: This agreement may be executed in any number of counterparts and all counterparts, taken together, constitute one instrument.
Entire agreement: This agreement is the entire agreement between the parties and supersedes all earlier conduct and prior agreements, representations and
understandings between the parties in connection with its subject matter.
Further assurances: Each party must do all things and execute all further
documents necessary to give full effect to this agreement.
Governing law and jurisdiction: This agreement is governed by the laws of New Zealand. Each of the parties irrevocably submits to the non-exclusive jurisdiction of the courts of New Zealand.
No assignment: The Customer may not assign any of its rights or obligations
under this agreement without the prior written consent of Point Zero.
No partnership/agency: Nothing contained in this agreement will be deemed or construed to constitute any party to be a partner, agent, or representative of any other party, or to create any trust or commercial partnership.
No waiver: No exercise or failure to exercise or delay in exercising any right or remedy by any party will constitute a waiver by that party of that or any other right or remedy available to it.
Termination: The clauses that by their nature are intended to survive the
termination of this agreement survive the termination or expiry of this agreement for any reason whatsoever.
Use Of Logo: The Company grants Point Zero Limited permission to use the Company's name and logo for their own promotional or marketing materials.
Part C | Specifications
Any of the HoloSpace range:
Custom builds may be completed for clients.
No other IP or software is being sold, or is included in anything being rented.