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MANAGEMENT CAPABILITY

DEVELOPMENT VOUCHER FUND

SERVICE PROVIDER REGISTRATION FORM

Step 1: complete the following information as part of the registration process. Fields marked with an * are mandatory.

Step 2: save a copy (including Terms and Conditions) to your PC and

Step 3: upload the saved document to your proﬁle at www.regionalbusinesspartners.co.nz

(you will need to log into the website to do this)

Once you have completed steps above you will need to enter your service details on the website and then submit the information

to NZTE. NZTE will review your information and any services you submit for the voucher fund.

DETAILS:

BUSINESS LEGAL NAME*:

PLEASE PROVIDE A BRIEF SUMMARY OF YOUR ORGANISATION’S CORE BUSINESS*:

PLEASE LIST ANY RELEVANT QUALIFICATIONS OR ACCREDITATIONS

PLEASE PROVIDE A BRIEF SUMMARY OF YOUR EXPERIENCE IN PROVIDING TRAINING AND / OR

COACHING SERVICE TO BUSINESSES*:

Please agree to the statements below by checking the boxes and lling out your name, position and sign the declaration.

I agree to the NZTE Special Terms and General Terms included below and as amended from time to time.

I conrm that the Business named holds Professional Indemnity Insurance cover of minimum NZD$1million.

I conrm that I have the authorisation of the business named above to agree to these Terms and Conditions.

DECLARATION:

NAME

SIGNATURE

POSITION

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AGREEMENT – SPECIAL TERMS

1. SERVICES

By registering your services for the Management Capability Development Voucher Fund on the website

www.regionalbusinesspartners.co.nz you are agreeing to the following terms and conditions. Once your services are authorised

by NZTE you will become an authorised party to accept NZTE Management Capability Development Vouchers (Vouchers)

from eligible third party businesses that can use the Vouchers to access registered capability development services.

The Services that the Service Provider will provide to Voucher Holders (see deﬁnition below) and NZTE are described in these

Special Terms, and the Services will be governed by the terms in these Special Terms and the following NZTE General Terms

(Agreement).

To oer Services to Voucher Holders under this Agreement, the Service Provider must register on the Regional Business Partner

website (Website). By registering on the Website, the Service Provider acknowledges that it has read and agrees with the Website’s

terms and conditions, as amended from time to time.

Once registered, the Service Provider will submit speciﬁc management capability development services for NZTE’s conﬁrmation.

NZTE may refuse to conﬁrm any such services submitted for any reason whatsoever.

The Vouchers are issued to eligible third party businesses (each a Voucher Holder) by NZTE’s Regional Business Partners and

these Regional Business Partners are part of the Regional Business Partner Network. The Vouchers will be assigned for use against

speciﬁc service categories, under which management capability development services will be registered.

Each Voucher may only be used once and entitles the Voucher Holder to a discount of 50% of the cost the Services, capped at up to

a total maximum value speciﬁed on the Voucher.

The Service Provider acknowledges that the Voucher Holder will be responsible for the costs not covered by the Voucher.

For the avoidance of doubt, NZTE will not be liable in any way for those costs and/or for the recovery of those costs.

DESCRIPTION OF SERVICES TO VOUCHER HOLDERS

The Voucher Holders may acquire management capability

development services listed on the Website from the

Service Provider.

If the Service Provider wishes to add additional and/or new

management capability development services to the Website,

the Service Provider must log a request on the Website. Any

such request shall be subject to NZTE’s conﬁrmation and NZTE

may refuse to conﬁrm any request for any reason whatsoever.

If the Service Provider wishes to remove any service listed on

the Website, it must log a request directly with NZTE, who will

process the removal.

For the avoidance of doubt, a written variation is not required

to change the capability development services oered by the

Service Provider under this Agreement, as the Website will

manage the process.

DESCRIPTION OF SERVICES TO NZTE

The Service Provider will provide NZTE with:

(a) invoices that contain information on the Services provided to

and attended by Voucher Holders, and

(b) information in the form that meets NZTE’s requirements

(including any reasonable directions that NZTE may issue from

time to time).

The Service Provider agrees that NZTE may immediately

remove any management capability development services

listed on the Website by NZTE giving the Service Provider

notice. Where practicable, NZTE will discuss the removal of the

services with the Service Provider before issuing the notice.

NZTE’s removal of any management capability development

services listed on the Website will not aect the validity of

aected Vouchers provided:

(a) the Voucher Holder has already redeemed the Voucher with

the Service Provider; and

(b) the Voucher Holder has already booked the relevant Service,

and paid their portion of the cost of the Services.

MANAGEMENT CAPABILITY

DEVELOPMENT VOUCHER FUND

2. FEES

VOUCHER AMOUNT

NZTE will pay the Service Provider for 50% of the Fees (plus GST) for the Services

provided to and attended by the Voucher Holder, capped at the total maximum value

speciﬁed in the Voucher.

CONDITIONS FOR PAYMENT

NZTE will only pay the Service Provider the Voucher Amount if the Voucher Holder

attends the relevant Service. In addition to the invoicing material provided by the

Service Provider, NZTE may require additional proof from the Service Provider that

the Voucher Holder attended the Service, and NZTE may approach the Voucher

Holder directly to validate any of the Service Provider’s invoices.

NO DISBURSEMENTS OR OTHER COSTS

NZTE’s payment obligations under this Agreement are limited to the Voucher

Amount (plus GST). For the avoidance of doubt, NZTE is not responsible to the

Service Provider or any party for any costs incurred by the Service Provider, the

Voucher Holder or eligible third party businesses.

INVOICING

The Service Provider will invoice NZTE on a monthly basis for Services provided

to and attended by Voucher Holder(s) in that month, and provide NZTE with any

requested supporting documentation using NZTE’s required format.

3. NZTE REPRESENTATIVE

CONTACT DETAILS

Telephone: 0800 287 467 / email: info@regionalbusinesspartners.co.nz

POSTAL ADDRESS

New Zealand Trade and Enterprise, P.O. Box 2878, Wellington 6140

PHYSICAL ADDRESS

Level 15, Majestic Centre, 100 Willis Street, Wellington 6011

4. OTHER TERMS

In addition to clause 4 of the General Terms, NZTE may

terminate this Agreement at any time by giving the Service

Provider at least 2 week’s written notice.

Upon termination, the Service Provider must not accept or

attempt to accept, any Vouchers presented by eligible third

party businesses, and the Service Provider will promptly advise

each eligible third party business to return to the relevant

Regional Business Partner for advice.

NZTE will continue to make payment for Vouchers redeemed

against Services that have already been booked up to the

date that this Agreement is terminated, providing the Voucher

Holder’s payment and attendance has been conﬁrmed.

NO MINIMUM BUSINESS

The Service Provider acknowledges that this

Agreement does not guarantee the Service Provider

any minimum level of business from NZTE or eligible

third party businesses.

USE OF WEBSITE

NZTE’s General Terms form part of this Agreement. By signing

these Special Terms the Service Provider agrees to provide the

Services on the basis of the General Terms and these Special

Terms. In the event of a conﬂict between the Special Terms

and the General Terms, these Special Terms will apply.

5. GENERAL TERMS

NZTE’s General Terms form part of this Agreement. By signing these Special Terms the Service Provider agrees to provide the

Services on the basis of the General Terms and these Special Terms. In the event of a conﬂict between the Special Terms and

the General Terms, these Special Terms will apply.

GENERAL TERMS

1. PROVISION OF SERVICES

1.1 The Service Provider will provide the Services:

(a) in a competent, eicient and professional manner;

(b) in accordance with best industry practice; and

1.2 The Service Provider shall provide written reports in response

to all reasonable requests by NZTE relating to any matter

associated with the Services.

1.3 The principal contact for the Service Provider’s personnel with

regard to the Services is the person named as the Service

Provider Contact Person in Accelerate Success.

1.4 The NZTE representative who will liaise with the Service

Provider’s personnel is set out in section 1 of the Special Terms.

1.5 The Service Provider warrants and represents to NZTE that it,

and any of its personnel or the personnel of its sub-contractors,

are appropriately qualiﬁed to provide the Services. The Service

Provider will, if required by NZTE, produce appropriate

evidence of such qualiﬁcations and experience. Any personnel

who are not, in the reasonable opinion of NZTE, suitably

qualiﬁed or experienced to provide the Services must not be

used by the Service Provider to provide the Services.

1.6 Where any personnel of the Service Provider, or any personnel

of any sub-contractor of the Service Provider, commits

or demonstrates, in the reasonable opinion of NZTE, any

misconduct, incompetence or negligence in performing

the Services, or does not perform the Services to NZTE’s

satisfaction, NZTE may direct the Service Provider to remove

that person from performing the Services, and the Service

Provider must ensure that person is immediately removed from

performing the Services.

2. PAYMENT

2.1 NZTE will pay the Fees to the Service Provider in accordance

with the Special Terms.

2.2 If the Service Provider breaches any provision of this

Agreement, or fails to provide the Services to a reasonable

standard, NZTE may, in its discretion, withhold payment of the

Fees or reduce the Fees payable, while the breach or failure

continues or is not remedied.

2.3 The exercise by NZTE of its right under clause 2.2 of these

General Terms does not prevent NZTE from exercising its

rights to terminate this Agreement under clause 4 of these

General Terms.

2.4 Any invoice for payment provided by the Service Provider must,

in addition to the requirements of the Special Terms, specify

the amount payable, and reasonable detail of the Services

delivered during the relevant period.

2.5 NZTE will pay each invoice for the Services provided by the

Service Provider by lodgement to a designated bank account

held in the name of the Service Provider.

2.6 NZTE will pay each invoice on or before the 20th day of the

month following receipt of that invoice from the Service

Provider and in accordance with the Special Terms. NZTE may

set o from any Fee payment any amount then due from the

Service Provider to NZTE.

2.7 Any payment due to be made on a day which is not a day

on which registered banks are open for general banking in

Wellington, will be made on the next day on which registered

banks are open for general banking in Wellington.

2.8 NZTE will not be required to pay the Service Provider’s invoices

where the Service Provider has not provided NZTE with all

documents and information required under this Agreement.

2.9 If any withholding taxes are payable in relation to the

Services, NZTE may deduct the amount so payable in

accordance with law.

3. PROMOTION AND ADVERTISING

3.1 The Service Provider will not conduct any advertising

campaigns or promotional activities that refer to NZTE’s

involvement with the Services without the prior written

consent of NZTE.

3.2 Where requested by NZTE, the Service Provider will use its

best endeavours to ensure that NZTE is promoted in all media

reporting and other material related to the Services.

3.3 Unless otherwise authorised in writing by NZTE, the Service

Provider does not have any rights to use the NZTE name, logo,

or other trademarks or intellectual property in any manner.

3.4 Unless authorised in writing the Service Provider shall not

make any public statement or comment on behalf of NZTE.

3.5 The Service Provider shall not at any time take any steps to

bring the reputation or good standing of NZTE, its trademarks,

New Zealand industry in general, or the Government of New

Zealand into disrepute, and shall ensure that its permitted sub-

contractors are not involved in any activity of this nature.

MANAGEMENT CAPABILITY

DEVELOPMENT VOUCHER FUND

GENERAL TERMS

4. TERMINATION AND CONSEQUENCES OF TERMINATION

4.1 This Agreement will commence on the date NZTE authorises

the Service Provider’s Services in the website

www.regionalbusinesspartners.co.nz and will continue in

force until it is terminated in accordance with its terms.

4.2 Either NZTE or Service Provider may in its absolute discretion

terminate this Agreement and all rights and obligations

hereunder by giving at least four weeks’ notice in writing to

the other party.

4.3 NZTE may in its absolute discretion terminate this Agreement

and the engagement of the Service Provider immediately by

notice in writing:

(a) if the Service Provider breaches this Agreement and fails to

remedy that breach within seven days of receiving written

notice to do so;

(b) if the parties are unable to resolve a dispute after

concluding the dispute resolution process in clause 9 of

these General Terms;

in conduct which in the opinion of NZTE is likely to

be detrimental to the reputation or image of NZTE, or

business generally;

(d) if the Service Provider is unable to pay its liabilities when

due or makes an assignment for the beneﬁt of its creditors,

or becomes bankrupt or insolvent, or goes into liquidation

or has a receiver, receiver and manager, statutory manager,

trustee, administrator or other similar oicial appointed in

respect of the Service Provider’s property or any part of it,

or passes a resolution for winding up;

(e) if a warranty made by the Service Provider under this

Agreement is not true and correct; or

(f) if the Service Provider provides any information to NZTE

in accordance with this Agreement that is not true and

correct in all material respects.

4.4 If this Agreement is terminated or expires, all rights and

obligations of the parties shall terminate and no party is to

have any claim against any other parties arising under or in

connection with this Agreement, other than in relation to:

(a) any breach of clauses 6 and 8 of the General Terms;

b) any breach of this Agreement occurring before termination

or expiry;

General Terms; or

(d) any other provision of this Agreement intended to continue

after termination or expiry.

5. INTELLECTUAL PROPERTY

5.1 Each party agrees that it retains ownership of any intellectual

property rights owned by it at the commencement of this

Agreement and all improvements or modiﬁcations made to

them under this Agreement.

5.2 Each party agrees that any intellectual property rights in

materials developed by them during the course of this

Agreement will be owned by the party that developed those

materials and the other party shall not have any claim over

such intellectual property rights.

6. CONFIDENTIAL INFORMATION

6.1 Permission to release Conﬁdential Information

Each Party undertakes not to use or disclose the other

Party’s Conﬁdential Information to any person or

organisation other than:

(a) to the extent that use or disclosure is necessary for the

purposes of providing the Services;

(b) if the other Party gives prior written approval to the use or

disclosure;

under the Oicial Information Act 1982) or parliamentary

convention; or

(d) if the information has already become public, other than

through a breach of the obligation of conﬁdentiality by one

of the Parties.

6.2 Obligation to inform sta

Each Party will ensure that their Personnel:

(a) are aware of the conﬁdentiality obligations in this Contract;

and

(b) do not use or disclose any of the other Party’s Conﬁdential

Information except as allowed by this Contract.

7. GOVERNANCE AND COMPLIANCE

7.1 The Service Provider will establish internal policies and

procedures to ensure its directors, trustees, managers

and employees will act at all times consistently with best

management practices and practices of corporate governance,

including (but not limited to) practices as to:

(a) completion and retention of records and accounts;

(b) identifying, disclosing and preventing possible conﬂicts

of interest;

information, assets and property; and

(d) complying with all applicable laws and regulations.

7.2 The Service Provider must ensure that:

(a) it provides and maintains a safe working environment;

(b) it complies with all applicable New Zealand legislation

including (without limitation) the Health and Safety in

Employment Act 1992 and all regulations, standards and

codes;

health and safety matters and that they, at all times,

identify and exercise all necessary precautions for the

health and safety of all persons; and

(d) it performs appropriate health, safety and environmental

risk assessments and implements any necessary

preventative controls prior to providing the Services.

GENERAL TERMS

8. DISCLOSURE

8.1 The Service Provider acknowledges that it may be necessary

or appropriate for NZTE to disclose conﬁdential information

concerning the Service Provider, the Services (or part thereof),

or this Agreement (or part thereof):

(a) pursuant to the Oicial Information Act 1982; or

(b) in publicly notifying any approval by the NZTE Board or

NZTE’s chief executive of this Agreement; or

8.2 NZTE may consult with the Service Provider before deciding

to disclose the information for the purposes described in

paragraphs (a) to (c) of clause 8.1 of the General Terms, in

order to ascertain any objections the Service Provider may

have to the disclosure of any of the information. The Service

Provider acknowledges, however, that it is for NZTE to

decide, in its absolute discretion, whether it is necessary or

appropriate to disclose the information for any of the purposes

outlined in clause 8.1. NZTE will act in good faith in disclosing

any of the information.

8.3 The Service Provider must notify any third party who supplies

information to the Service Provider for the purpose of assisting

the Service Provider to carry out the Services, that it may be

necessary or appropriate for NZTE to disclose the information

for the purposes described in paragraphs (a) to (c) of clause 8.1

of the General Terms.

9. RESOLVING DISPUTES

9.1 Steps to resolving disputes

The Parties agree to use their best endeavours to resolve any

dispute or dierence that may arise under or in connection

with this Agreement. The following process will apply to

disputes:

(a) a Party must notify the other if it considers a matter is

in dispute.

(b) the Service Provider contact person and the NZTE

representative will attempt to resolve the dispute through

direct negotiation.

representative have not resolved the dispute within

10 Business Days of notiﬁcation, they will refer it to the

Parties’ senior managers, or equivalent, for resolution.

(d) if the senior managers, or equivalent, have not resolved

the dispute within 10 Business Days of it being referred

to them, the Parties shall refer the dispute to mediation

under clause 9.2 or some other form of alternative

dispute resolution.

9.2 If a dispute is referred to mediation under this clause 9.2,

the mediation will be conducted:

(a) by a single mediator agreed by the Parties, or if they cannot

agree, appointed by the Chair of LEADR New Zealand Inc

(Lawyers Engaged in Alternative Dispute Resolution);

(b) on the terms of the LEADR New Zealand In(c) standard

mediation agreement; and

agree, at a fee determined by the Chair of LEADR

New Zealand Inc.

9.3 Each Party will pay its own costs of mediation under clause 9.2.

9.4 Obligations during a dispute

If there is a dispute, each Party will continue to perform its

obligations under this Agreement as far as practical given the

nature of the dispute.

9.5 Taking court action

Each Party agrees not to start any court action in relation

to a dispute until they have complied with the process

described in clause 9.1, unless court action is necessary to

preserve a Party’s rights.

9.6 Each Party submits to the exclusive jurisdiction of the courts of

New Zealand in relation to any dispute or dierence arising out

of or in connection with this Agreement, or any question about

its existence, breach, termination or invalidity.

GENERAL TERMS

10. GENERAL

10.1 No partnership

This Agreement shall not be deemed to constitute either party

as the partner of the other or, the agent or legal representative

of the other. Neither party shall have any authority to act or

assume any obligation or liability on behalf of the other.

10.2 Warranty

(a) The Service Provider warrants to NZTE that it does not

have any conﬂicts of interest in relation to the provision of

the Services. Where a conﬂict of interest has arisen or is

likely to arise in future, the Service Provider must inform

NZTE immediately in writing of the conﬂict of interest and

may not, without NZTE’s prior written consent (which will

not be unreasonably withheld), act in the matter.

(b) The Service Provider warrants to NZTE that it is duly

authorised to enter into and perform its obligations under

this Agreement.

the Services and the Service Provider’s obligations under

this Agreement in accordance with all applicable rules and

laws (statutory or otherwise).

(d) The Service Provider warrants to NZTE that the supply of

the Services will not infringe any patent, design, trademark,

party or result in NZTE being liable for the payment of any

royalties or other fees.

10.3 Indemnity

The Service Provider will at all times indemnify NZTE and

NZTE’s oicers, servants and agents from and against any and

all liability, losses, damages, costs and expenses of any nature

whatsoever awarded against, incurred or suered by them

directly arising out of or resulting from:

(a) the non-performance or breach by the Service Provider of

any of its obligations under this Agreement; or

(b) any claims or threatened claims concerning the Services,

except to the extent that such liability, losses, damages,

costs and expenses arise solely as a result of the negligent or

wrongful act or omission of NZTE or its employees, agents or

sub-contractors.

10.4 Assignment

This Agreement is personal to the Service Provider and

cannot be assigned, novated or otherwise transferred to any

third party by the Service Provider and any attempts by the

Service Provider to assign the rights, duties or obligations

hereunder shall be of no eect. This Agreement will be

binding on and have eect for the beneﬁt of the parties and

their respective successors.

10.5 Entire agreement

This Agreement (including the Special Terms) is the entire

agreement between the parties and supersedes all previous

agreements and communications, whether verbal or written,

between the parties.

10.6 No amendment

No amendment to this Agreement will be eective unless it is

in writing and signed by both parties.

10.7 Non-waiver

Neither waiver by NZTE or failure of NZTE to insist in any

one or more instances upon the strict performance of any

of the terms of this Agreement by the Service Provider shall

be deemed or construed as aecting NZTE future rights in

respect of that right or obligation.

10.8 Notices

(a) Each notice or other communication under this Agreement

must be in writing, and made by personal delivery, post

or by email. The initial postal address and email address

and relevant person or oice holder of each party is set out

under the Special Terms.

(b) No communication is to be eective until received.

A communication is to be deemed to be received by

the .addressee:

(i) in the case of an email, the following working day;

(ii) in the case of personal delivery, when delivered; and

(iii) in the case of a letter, four working days after posting.

10.9 Governing law and jurisdiction

This Agreement will be governed by and construed in

accordance with the laws of New Zealand and the parties

submit to the exclusive jurisdiction of the courts of New Zealand.

10.10 Partial invalidity

If any provision of this Agreement is held illegal, invalid, void or

unenforceable, this Agreement will remain in full force apart

from that provision.

10.11 Limitation of Liability

The maximum liability of NZTE to the Service Provider arising

out of any and all claims under this Agreement will not in any

circumstances exceed the amount of Fees paid by NZTE to the

Service Provider.

10.12 Insurance

The Service Provider must take out and maintain professional

indemnity insurance cover in the amount of $1million or more

during the term of this Agreement, and for a period of three

years after this Agreement expires or is terminated. Within

two weeks of a request from NZTE, Service Provider must

provide evidence of its current indemnity insurance reasonably

satisfactory to NZTE.

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