Last Updated: 09/01/2026
By engaging with Boxers' services, you agree to be bound by the following terms of engagement.
The Client acknowledges that:
all Services and/or Deliverables supplied by Boxer to the Client are provided subject to, and will be governed by, these Conditions; and
these Conditions will apply to the exclusion of any other terms and conditions that may appear on any purchase order or other document of the Client from time to time.
Conditions means these Standard Terms and Conditions; Deliverables means the deliverables (if any) described in the attached Schedule; Fees means the fees set out in the attached Schedule; Force Majeure means inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, or other matters beyond Boxer's reasonable control; Intellectual Property Rights means all industrial and intellectual property rights whether conferred by statute, at common law or in equity, including, but not limited to, all copyright and similar rights that may subsist or may hereafter subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), trade secrets and know-how, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trade marks, business names and rights in relation to domain names; and Services means the services described in the attached Schedule.
Conditions means these Standard Terms and Conditions; Deliverables means the deliverables (if any) described in the attached Schedule; Fees means the fees set out in the attached Schedule; Force Majeure means inability to obtain supplies or labour, industrial disputes, delays, act of God, fire, flood, storm, adverse weather conditions, or other matters beyond Boxer's reasonable control; Intellectual Property Rights means all industrial and intellectual property rights whether conferred by statute, at common law or in equity, including, but not limited to, all copyright and similar rights that may subsist or may hereafter subsist in works or other subject matter, rights in relation to inventions (including all patents and patent applications), trade secrets and know-how, rights in relation to designs (whether or not registrable), rights in relation to registered and unregistered trade marks, business names and rights in relation to domain names; and Services means the services described in the attached Schedule.
The performance of the Services and/or delivery of the Deliverables is conditional on the Client providing such information, assistance and co-operation as Boxer may reasonably request from time to time, and Boxer will not be liable for any failure or delay in the performance of the Services and/or delivery of the Deliverables resulting from any failure or delay by the Client in providing such information, assistance and co-operation.
Any Delivery Dates given in the Schedule for performance of the Services and/or delivery of the Deliverables are estimates only. Boxer will use reasonable endeavours to meet all such dates, but will not be liable for any failure to do so. Time for performance of the Services and/or delivery of the Deliverables will not be of the essence.
In consideration for the Services and/or Deliverables, the Client will pay the Fees. If the Schedule specifies that a deposit is payable then the Client must pay the full amount of such deposit to Boxer prior to Boxer commencing performance of the Services and/or delivery of the Deliverables, and if the Client fails to do so Boxer will not be obliged to commence performance of such Services and/or delivery of such Deliverables. Subject to clause 17(a), any deposit paid under these Conditions will be non-refundable. If the Schedule contemplates performance of Services and/or delivery of Deliverables in stages, then upon completion of the performance of the relevant Services or delivery of the relevant Deliverables, Boxer will invoice the Client for the Fees associated with the relevant Services or Deliverables. If the Schedule does not contemplate performance of Services and/or delivery of the Deliverables in stages, Boxer will invoice the Client for the Fees and Expenses on a monthly basis. The Client will pay each invoice without deduction or set-off of any kind within twenty (20) working days following the invoice date. All Fees are exclusive of GST or any similar tax, which will be payable in addition.
Where Services are carried out on a time charge basis, Boxer may purchase such incidental goods and/or services as are reasonably required for Boxer to perform the Services. The cost of obtaining such incidental goods and/or services shall be payable by the Client. Boxer shall maintain records which clearly identify time and expenses incurred.
If the Client fails to pay any invoice in full by the due date, Boxer may charge interest on any outstanding amount on a daily basis at the rate of 14% per annum from the due date until the date of actual payment. The Client will also reimburse Boxer for all costs and expenses that Boxer incurs in connection with any actions or proceedings for recovery of such amounts, including all reasonable accounting costs, attorney costs (on a solicitor and own client basis), court costs and debt collection costs.
The Client acknowledges that Boxer owns or is the licensee of all Intellectual Property Rights used, created or generated by Boxer during the performance of the Services and/or delivery of the Deliverables including, without limitation, any reports, documents, designs, drawings, plans, literary or artistic works, models, diagrams or specifications (“Materials”). To the extent that any such Intellectual Property Rights do not on their creation vest in Boxer, the Client will hold such Intellectual Property Rights on trust for Boxer and the Client will, if called upon by Boxer, assign to Boxer all of the Client's rights, title and interest in and to such Intellectual Property Rights.
Boxer hereby grants to the Client a royalty- free, non-exclusive, non-transferable, non-sublicensable licence to use the Materials only for the purpose for which they were supplied. Any use of the Materials by the Client other than in accordance with this clause 10 is strictly prohibited.
Boxer warrants that all Services will be performed using reasonable skill and care. All warranty claims in respect of the Services must be notified to Boxer in writing within 90 days following performance of the relevant Services.
Except for the warranty in clause 11 and apart from any condition or warranty implied by statute that cannot be excluded, restricted or modified by these Conditions, Boxer excludes all express or implied warranties in relation to the Services and/or Deliverables (including, without limitation, any warranty as to merchantability, quality, fitness for any particular purpose and ability to achieve a certain result). All statements, technical information and recommendations about the Services and/or Deliverables are believed to be reliable, but do not constitute a guarantee or warranty.
The Client agrees that the Services and/or Deliverables are supplied to it for business purposes only.
In no event will Boxer be liable (whether in contract, tort, negligence or in any other way) to the Client for any:
loss of profits or savings, loss of goodwill or opportunity, loss of production, loss or corruption of data or wasted management or staff time; or
loss, damage, cost or expense of any kind whatsoever which is indirect, consequential, or of a special nature, arising directly or indirectly in relation to the Services or the Deliverables, even if Boxer had been advised of the possibility of such damages.
In no event will Boxer's total liability under any claim of whatever nature arising directly or indirectly from the Services performed or the Deliverables delivered by Boxer to the Client, exceed the price actually paid by the Client for the specific Services or Deliverables to which the relevant claim relates.
Boxer may from time to time recommend certain third parties to perform works or provide goods for the Client, but it will be the responsibility of the Client to enter into appropriate contractual arrangements with such third parties, and Boxer will not be liable for any acts or omissions of any such third parties.
Boxer may terminate the provision of any Services and/or delivery of any Deliverables by providing the Client 14 days' written notice. Upon such termination, the Client will pay for any Services performed and/or Deliverables delivered up to the date of termination, and upon receiving such payment in full Boxer will refund to the Client any deposit paid by the Client to the extent it relates to Services not performed by Boxer or Deliverables not delivered by Boxer as at the date of termination.
Boxer may terminate the provision of any Services and/or delivery of any Deliverables by written notice to the Client if the Client breaches any term of these Conditions, or if the Client is adjudged bankrupt, enters into liquidation, administration or receivership, is unable to pay its debts as they fall due, ceases to carry on business or becomes subject to any similar insolvency event.
Upon termination under clause 17(b), the Client will:
pay for any Services performed and/or Deliverables delivered up to the date of termination;
return to Boxer or destroy (at Boxer's option) all Materials provided by Boxer to the Client under these Conditions, and all copies of such Materials; and
reimburse Boxer for any reasonable costs or expenses incurred by Boxer arising from such termination.
These Conditions contain the entire agreement of the parties in relation to the subject matter of these Conditions and supersede all prior understandings, communications and representations between the parties, whether oral or written. No amendment to these Conditions will be effective unless in writing and signed by an authorised representative of Boxer.
The Client may not assign, transfer, sub-license or sub-contract any of its rights or obligations under these Conditions, without first obtaining the written consent of Boxer, which consent will not be unreasonably withheld.
These Conditions will be governed by the laws of New Zealand and will be subject to the non-exclusive jurisdiction of the New Zealand courts.