Kōwhai Standard Terms and Conditions of Business

Dated 19th September 2025

Table of Contents

1. General

a) All goods and services of every kind supplied by Kōwhai Limited (8988348) (“Kōwhai”) are supplied subject to and upon these Terms and Conditions of supply (“T&C’s”).

b) “Services” means the services provided or to be provided by Kōwhai as detailed in the Services Contract/Master Services Agreement, quote, as provided to the Client (the “Agreement”) and/or such further services as may be agreed between the parties in respect of consutling and advisory services, professional services, managed services and technology procurement; all of which shall be subject to these T&C’s. Kōwhai reserves the right to offer various other specific services.

c) To the extent that Kōwhai provides additional service specific terms (outlined in “Service Specific Terms”), the terms and conditions governing these Services will apply and take precedence over these T&C’s to the extent of any conflict.

d) References to “Client” includes all persons and organisations to whom all Goods and/or Services of any kind are supplied.

e) References to “Goods” in these T&C’S includes all Services.

f) These T&C’s include all those statutory rights conferred on the Client which Kōwhai is not capable of excluding, restricting or modifying. The Agreement and these T&C’s are governed by and shall be construed in accordance with, the laws of New Zealand and the Client submits to the exclusive jurisdiction of the courts of New Zealand in respect of all matters arising out of the Contract and these T&C’s.

g) Failure by Kōwhai to enforce any of its rights hereunder or other legal rights it may have shall not be construed as a waiver of any of Kōwhai’s rights hereunder or otherwise or a waiver of any continuing breach.

h) The Client acknowledges that these T&C’s may be modified from time to time and the Services provided by Kōwhai for a particular transaction express the entire understanding and agreement between them and that there has been no other representation made by Kōwhai to the Client. In the event of any inconsistency between the documents constituting the entire agreement between the parties, the order of precedence shall be as follows:

1. the Master Services Agreement (MSA)
2. these T&C’s

The document listed first shall have authority over the document listed subsequently in resolving any discrepancies, ambiguities, or conflicts that may arise under this agreement.

i) In these T&C’s, headings are for convenience only and do not affect their interpretation.

j) The parties mutually acknowledge and agree that the Services provided by Kōwhai includes consulting and advisory services, professional services and managed services, and inherently encompass the utilisation of automation and artificial intelligence (“Al”) technologies. These technologies may include, but are not limited to, machine learning algorithms, natural language processing, and other Al-related functionalities. The parties understand that the integration of Al technologies is fundamental to the provision and enhancement of Kōwhai Services provided. Both parties recognise the dynamic nature of Al and agree that Kōwhai may, from time to time, modify, update, or improve its Al technologies to ensure optimal service quality. Any data collected, processed, or utilised in the course of providing Kōwhai Services will be handled in accordance with the applicable privacy and data protection laws, as outlined in the relevant agreements between the parties, and the Client agrees that time is not of the essence and Kōwhai accepts no risk or liability for any damages or claims of any nature as a result of any delays and/or stoppages of works (whether temporary or permanent) howsoever arising.

k) The Agreement and quotation provided excludes all goods and services not specifically included in the Agreement, and further excludes such items as noted as specifically excluded in the Agreement. If any such additional Goods and/or Services are requested they may be provided by Kōwhai, on acceptance of a request by the Client and will be separately charged for.

2. Definitions

AI and/or Automation Solution: Any application, workflow, agent/bot or service that Kōwhai builds and delivers which incorporate intelligent models to determine an outcome based on information presented to the solution.

AI Technologies: Generally referring to readily available Large Language Models (LLMs), which can be incorporated into Al and/or Automation solutions.

Assignment: The period during which a Kōwhai Personnel or Candidate performs services or carries out work for or on behalf of Kōwhai, commencing at the time the Kōwhai Personnel or the Candidate take up duties (or, if earlier, the commencement by the Contractor of such work or services) and ending upon the cessation by the Kōwhai Personnel or the Candidate of all such work and services.

Business Days: Means Monday to Friday, other than public holidays.

Candidate: An external party individual introduced by Kōwhai to the Client.

Default Event: As per Section 4.

Default Interest: Refers to the additional interest rate charged on an outstanding balance if the Client fails to meet their contractual obligations or defaults on their payment.

Due Date: Refers to the day by which something must be done, paid, or completed.

Force Majeure: Means an act of God, war, lightning, fire, theft, earthquake, storm, flood, explosion, unavailability or delay in availability of equipment, goods, materials or transport, or caused directly or indirectly by any other party, agent or force.

Managed Services Contract: An agreement between the Client and Kōwhai that outlines the responsibilities of both parties to manage and maintain certain designated services or functions on behalf of the Client for a term.

Proprietary Technology: The Intellectual Property Rights the company holds in the underlying code, artificial intelligence or other software product that Kōwhai may make available to the Client as part of the Services, that forms part of the Kōwhai Background IP, but does not include the Technology Platform.

Solution: Any application, workflow, agent/bot or service that Kōwhai builds on behalf of the Client.

Statement of Work: A formal document that captures and defines all aspects of a specific project being contracted between the Client and Kōwhai.

Technology Platform: Any proprietary system owned and operated by Kōwhai.

Technology Vendor: Refers to a company or entity that provides technology-related products or services, such as software, hardware, or specialised technological solutions. This vendor is engaged by Kōwhai and / or the Client to deliver these technological components based on specific requirements outlined in the contract.

3. Prices and Terms of Payment

a) Payment must be made by electronic funds transfer. Payment shall not be deemed to have occurred until such time as the order or instruction for payment has been unconditionally cleared by Kōwhai’s bankers (“Cleared Payment”).

b) If the Client fails to make payment by the Due Date, they shall incur interest at the prevailing ANZ Bank overdraft rate applicable to Kōwhai, calculated on a daily basis, on the outstanding amount until full payment is received Kōwhai (the “Default Interest”). There will also be a late payment surcharge of 1% of the amount owing which is payable in addition to the Default Interest accruing on any late payments.

c) Payments made to Kōwhai will be applied first in payment of the Default Interest, secondly in payment of debt collection costs and thirdly, in the reduction of invoiced amounts. Default Interest and the late payment surcharge are to be paid without prejudice to Kōwhai’s other rights or remedies.

d) If a payment is not made on the Due Date, Kōwhai may:

1. suspend the Services and/or Goods;
2. terminate these T&C’s;
3. charge the Client any costs it incurs in trying to obtain payment (including debt collection agency fees and legal fees and costs (including on a solicitor and client basis)); and
4. charge the Client Default Interest and late payment surcharge as noted above.

3.1 For Quotations

a) Unless otherwise specifically provided in the quotation, any quotation provided is valid for 30 days from the date of issue.

b) Any quote provided is provided on the terms as specified in the quotation, and any variation to any Goods to be supplied (whether a substitution is requested by the Client, or is required as a result of unavailability or otherwise outside of Kōwhai’s control), and/or any changes or modifications to the quote arise as a result of factors outside of the direct control of Kōwhai, such modification or change entitles Kōwhai to charge such additional costs to the Client (other than such costs arising as a result of an intentional default of Kōwhai), and Kōwhai will provide the Client with notice thereof for the Client’s approval (to the extent practicable).

c) These T&C’s apply in respect of any estimate, budget, quote or costings provided by Kōwhai to the Client before and after commencing the Services and any supply of Goods, irrespective of the form of any such quotation or estimate.

d) Kōwhai may at its discretion require pre-payment before ordering any Goods and/or providing any Services if any amounts are overdue by the Due Date, or if the Client commits a Default Event, or if Kōwhai reasonably believes that the Client is unable or unwilling to meet its obligations in terms of these T&C’s.

3.2 For Consulting and Advisory / Professional Services engagements

e) Unless otherwise specifically provided in the Agreement all prices are exclusive of New Zealand GST or any other taxes.

f) All payments due to Kōwhai must be made in full without deduction, set-off or counterclaim. Unless expressly agreed in writing to the contrary payments are due:

1. 50% upon signing or otherwise accepting the Agreement by email;
2. The final invoice will be sent on completion as determined by Kōwhai, each such date being a “Due Date”.

3.3 For Managed Services engagements

a) Unless otherwise specifically provided in the Managed Services Contract all prices are exclusive of New Zealand GST or any other taxes.

b) All payments due to Kōwhai must be made in full without deduction, set-off or counterclaim. Unless expressly agreed in writing to the contrary payments are due:

1. Monthly in arrears, upon signing or otherwise accepting the Managed Services Contract.
2. Payments will then be invoiced at the end each month and are due the 20th day of the following month.

4. Default

a) For the purposes of these T&C’s a Default Event shall include any one or more of the following:

1. Any default by the Client under the T&C’s including a failure to make payment by the Due Date;
2. The Client becomes insolvent or is adjudicated bankrupt;
3. The Client ceases or threatens to cease to carry on its business;
4. A receiver, liquidator, official assignee or statutory manager of the Client’s assets is appointed;
5. The Client, being a company, has an administrator appointed;
6. The Client makes or proposes an arrangement or compromise with creditors;
7. Any adverse judgment of any Court which is not stayed or satisfied;
8. A change in the effective control and/or management of the Client;
9. Any other event which in the sole discretion of Kōwhai gives rise to concern as to the likelihood of timely payment of the Client’s current or future debts.

b) Where a Default Event occurs, without prejudice to any other remedies, Kōwhai may:

1. Demand payment of the arrears as well as payment in advance for any undelivered Goods and/or Services before delivery of the Goods or Services;
2. Suspend or cancel the Agreement, these T&C’s and any other contract between Kōwhai and the Client, suspend or cancel the Client’s account, and/or cancel any outstanding orders by the Client and in each case seek damages without prejudice to any other claims it may have in accordance with these T&C’s or in law.

c) Notwithstanding the passing of time since the Default Event, Kōwhai can invoke the provision of this clause at any time.

d) The Client shall pay all costs incurred by Kōwhai, including solicitor-client costs and debt collection costs and service charges incurred in the enforcement of these T&C’s (“Collection Costs”).

5. Property and Risk

Where Kōwhai provides technology hardware or software from a Technology Vendor, the Client agrees that:

a) Risk passes to the Client immediately when the Goods arrive at the Client’s premises and/or Worksite.

b) It shall adhere to the terms and conditions set forth by the Technology Vendor for the use of the Technology Vendor’s software, hardware, or specialised technological solutions. The Client acknowledges that these terms and conditions are integral to the lawful and intended use of the provided technology and agrees to comply with them as part of these T&C’s.

c) Ownership of all Goods paid for by Kōwhai and any proceeds in respect of a disposition of the Goods and proceeds from an insurance claim is retained by Kōwhai until payment is received in full for all amounts invoiced in respect of all Goods supplied and of all interest and costs due in relation to them.

d) Title to the Good(s) will not pass to the Client until all monies owing to Kōwhai have been paid by the Client in full.

6. AI and/or Automation Solution Deployment

a) The Client acknowledges and agrees that:

1. Kōwhai shall exert reasonable efforts to deploy the Solutions in accordance with the agreed-upon specifications and timeline. The Client agrees to cooperate with Kōwhai by providing necessary access, information, and resources to facilitate the deployment.
2. Technologies inherently possess limitations and may not perform error-free (for example hallucinations) or without periodic tuning or revision. Kōwhai makes no warranties to the absolute accuracy, reliability, or completeness of any Al-generated advice or outputs. Managed services are recommended to mitigate interruptions to services provided by Al or Automation Solutions.
3. The Client shall ensure that all data provided for use in the Al Deployment and Technology Services is accurate, complete, and lawfully obtained. The Client indemnifies Kōwhai against any liability, claims, or damages arising from the use of the provided data.
4. Where Kōwhai provides the Client with access to its Technology Platform as part of the Services, in order to obtain a license the Client must agree to, and accept any terms of service that apply to the use of the Technology Platform in addition to this Agreement. The Client acknowledges that where the Client does not accept or otherwise breaches the Technology Platform’s terms of service, Kōwhai may refuse to provide any Services to the Client.

b) The Client recognises the importance of the test-and-learn approach in attaining the desired outcome with Solution deployment. In acknowledging this, the Client also accepts that liability for the Solution’s performance, unforeseen outcomes, or errors is expressly restricted to the fees paid for deployment. Kōwhai shall not be held liable under any circumstances for indirect, consequential, or incidental damages arising from the use or inability to use the Solution, irrespective of whether Kōwhai has been made aware of such potential damages. This limitation of liability shall apply to all causes of action, including contractual breaches, tortious conduct (including negligence), or any other legal basis.

c) Where Kōwhai provides the Client with access to its Technology Platform as part of the Services, in order to obtain a licence the Client must agree to, and accept any terms of service that apply to the use of the Technology Platform in addition to this Agreement. The Client acknowledges that where the Client does not accept or otherwise breaches the Technology Platform’s terms of service, Kōwhai may refuse to provide any Services to the Client.

7. Intellectual Property Rights

a) The Client indemnifies Kōwhai from any infringement or alleged infringement (including Kōwhai’s legal costs) of any third party’s intellectual property rights which may arise in providing the Services and/or Agreement to the Client.

b) All intellectual property rights developed, modified and/or utilised by Kōwhai in providing the Goods and/or Services shall remain the ownership of Kōwhai.

8. Consumer Guarantees & Fair Trading Act

a) The Client warrants that: it is entering into these T&C’s and acquiring the Goods and Services supplied by Kōwhai for trade/business use and it is in trade as is Kōwhai. Accordingly, the parties agree to contract out of the provisions of the Consumer Guarantees Act (“CGA”) and section 9, 12A, 13 and 14(1) of the Fair Trading Act; and the Consumer acknowledges and agrees that it is fair and reasonable to do so.

b) Kōwhai provides no warranties, undertakings, assertions, or any representations in respect of the suitability, timing and of the supply of any Goods and/or Services unless expressly incorporated and included as such by the parties in the Agreement.

9. Privacy

a) The Client authorises Kōwhai to collect information about the Client from any other person and to use or disclose any information it holds about the Client (whether now or in the future) for any purpose relating to the usual business functions and activities of Kōwhai.

b) By participating in meetings organised by Kōwhai, all participants explicitly consent to the recording of the entire meeting, including video, audio, and shared content. This consent covers the recording of the participant’s voice, image, and any materials they share during the meeting. Kōwhai will store the recordings securely and will only grant access to individuals who require it for the primary purpose of creating reports, maintaining records for project management, and ensuring quality assurance of the discussions held. The recordings will be retained for a period not exceeding that which is necessary for the purposes for which the recordings were made or as required by applicable law. Kōwhai commits to complying with all applicable laws and regulations in relation to data protection and privacy, including but not limited to the Privacy Act 2020 of New Zealand. Kōwhai will take all reasonable steps to ensure the secure handling, storage, and destruction of the recordings. Participants will be informed that they have the right to:

1. Request additional information about the recording process and the use of the recordings.
2. Opt-out of video recording by disabling their camera. They may still be subject to audio recording if they choose to participate verbally.
3. Submit questions or participate through text if they prefer not to be recorded.
4. Request access to or deletion of their personal data contained in the meeting recordings, subject to the Kōwhai’s data retention policies and applicable legal requirements.

c) The Client hereby provides explicit authorisation for Kōwhai to access and utilise the Client’s networks and systems as deemed reasonably necessary to proficiently deliver the Services required. This authorisation encompasses but is not limited to accessing servers, databases, and any other relevant systems essential for delivering the Services. Kōwhai Personnel shall exercise this access in strict adherence to the highest standards of security and confidentiality, ensuring compliance with all privacy regulations.

d) The Client acknowledges that it has read, understood and agrees to the terms and conditions of Kōwhai’s provisions in relation to privacy.

e) To the extent required under the Privacy Act 2020 the Client is entitled to have access to and to request correction of personal information concerning the Client which has been collected by the Company.

f) If the Client considers that we have failed to comply with any obligations under the Privacy Act 2020 they should contact us with an email addressed for the attention of the Privacy Contact Officer. The complaint will be acknowledged within 7 days and a decision will be made and advised within 30 days (or a longer period as may be agreed with the individual). If the individual is not satisfied with the decision, they may make a complaint to the Privacy Commissioner. The contact details for the Privacy Commissioner are:

• Telephone: 0800 803 909
• Website: https://www.privacy.org.nz/
• Mail: Office of the Privacy Commissioner, PO Box 10094, Wellington 6143

10. Liability of Kōwhai

a) In the case of Goods and Services not of Kōwhai’s own manufacture (i.e. third-party Goods and Services as may be supplied and/or procured by Kōwhai) the Client is entitled to only such benefits as Kōwhai may receive under any guarantee given to Kōwhai, failing which the Client’s rights and remedies will be limited to those which it may at its election pursue against any such supplier and/or manufacturer (if applicable) (and Kōwhai agrees to provide reasonable information herewith). During the term of this Agreement, Kōwhai shall maintain Professional Indemnity insurance coverage with a limit of no less than $1 million and Public Liability insurance coverage with a limit of no less than $5 million.

b) The warranty of third-party Goods shall be the current warranty period provided by the third-party manufacturer, supplier or installer to the Client or to Kōwhai as applicable. Kōwhai shall be under no liability whatsoever except for the express conditions as detailed and stipulated in the third-party warranty.

c) The Client understands that if they instruct Kōwhai to do something that voids the warranty that that is the Client’s decision to make in their sole discretion and Kōwhai does not accept any liability whatsoever as a result of the Client’s decision.

d) Kōwhai shall not be held liable for any direct, indirect, incidental, consequential, special, or exemplary damages arising out of or in connection with the use of Al technologies provided. This includes, but is not limited to, damages for loss of profits, goodwill, use, data, or other intangible losses, even if Kōwhai has been advised of the possibility of such damages.

e) Kōwhai does not warrant the accuracy, reliability, completeness, or timeliness of the Al Technologies provided. Users acknowledge that Al Technologies may involve uncertainties and are inherently subject to limitations, and Kōwhai disclaims any warranty, whether express or implied, regarding the performance or results obtained through the use of such technologies.

f) Clients acknowledge that Al Technologies may have technical limitations, and Kōwhai does not guarantee that the services will be uninterrupted, secure, or error-free. Kōwhai reserves the right to modify, suspend, or discontinue any aspect of the Al Technologies at any time without prior notice. Clients agree to indemnify and hold harmless Kōwhai, its officers, directors, employees, and agents from any claims, damages, liabilities, costs, or expenses arising out of the use of Al Technologies, including but not limited to user-generated content, violations of terms of service, or any other breach of these terms.

11. Performance Standards

a) Kōwhai endeavours to attain the specified accuracy levels and response times as outlined in the agreed-upon Agreement. However, the Client acknowledges that Al models may have inherent limitations and may occasionally produce errors. Therefore, while Kōwhai will exert diligent efforts to meet performance standards, the Client acknowledges the possibility of deviations from these standards due to the complex nature of Al systems.

b) Additionally, the Client acknowledges that Al models implemented by Kōwhai may utilise third-party models or components sourced from providers. While Kōwhai will carefully select and integrate third-party models, the Client understands that the performance of these models may be subject to the terms and conditions of the respective third-party providers. Kōwhai shall make reasonable efforts to inform the Client of any relevant third-party dependencies and their potential impact on performance.

c) Notwithstanding the above, Kōwhai will work collaboratively with the Client to address any performance issues promptly and implement necessary adjustments to enhance the effectiveness and reliability of the Solutions provided. The Client agrees to provide timely feedback and cooperation to facilitate the continuous improvement of the Al models throughout the duration of the engagement.

12. Acceptance Testing

a) If subject to acceptance testing is specified in the Statement of Work, the Client may assess the Services to determine if the Services provided by Kōwhai meet the specification outlined in the Statement of Work or to determine if they contain any defects.

b) The Client has the right to report any defects or issues with the Services provided by Kōwhai within five (5) Business Days after the Services have been rendered, by issuing a written notification to Kōwhai. This notification should allow Kōwhai a reasonable period to address the reported issue, which, by default, should not be shorter than ten (10) Business Days. Kōwhai is obligated to correct any genuine defects outlined in the notification promptly and professionally.

13. Force Majeure

Kōwhai shall not be liable in any way whatsoever for a failure to comply with the Agreement or T&C’s which failure is due to circumstances caused by Force Majeure, labour dispute, a state of emergency or national emergency within New Zealand including pandemic or epidemic controls and preventions, embargos, supply shortages, and/or any other event or circumstance whether specified or not arising outside of the direct control of Kōwhai (each being a “force majeure event”). Kōwhai may suspend delivery, supply or completion and/or terminate the contract on the happening of any force majeure event.

14. Confidentiality

a) For the purposes of this clause “Confidential Material” means

1. All information and other material relating to Kōwhai’s business, employees, Goods and Services which Kōwhai makes available, or has previously made available to the Client; or
2. The T&C’s and Agreement; or
3. Any personal details of either party as collected herein or during the scope of the Agreement; or
4. Any report or materials (of any nature) which Kōwhai produces as a direct or indirect result of any work that Kōwhai carries out for the Client, and anything that the Client derives from this information and material;

but excluding everything which:

• A. is generally available to the public (but not because the Client or anyone the Client is responsible for has disclosed it or allowed it to be disclosed); or
• B. the Client or a third party have independently developed or acquired, except where this was derived from information sourced from Kōwhai which otherwise comes within this definition of Confidential Material.

b) Each party agrees to always keep the other party’s Confidential Material confidential not to:

1. Use the Confidential Material for a purpose other than for which it was supplied; or
2. Copy or reproduce any of the Confidential Material in any way, except where disclosure is necessary to enable an end-user to use goods or services, or where the party that owns the Confidential Material has consented to the disclosure.

c) On request, each party will ensure that any Confidential Material (including any copies of it) that it possesses or controls and that belongs to other party is returned to that other party.

d) Kōwhai acknowledges the confidential nature of the data provided by the Client for the purpose of rendering the Services and agrees to maintain strict confidentiality regarding all Data accessed or obtained during the provision of Services. Kōwhai shall implement appropriate technical and organisational measures to safeguard the confidentiality, integrity, and availability of the Data against unauthorised access, alteration, disclosure, or destruction, complying with industry best practices and relevant data protection laws and regulations. Access to the Data shall be restricted to Kōwhai’s authorised personnel, and Kōwhai shall process the Data solely for the purpose of providing the agreed-upon Services and in accordance with the Client’s instructions. Kōwhai shall promptly notify the Client of any suspected or actual data breach, cooperate in investigating and mitigating the breach, and securely dispose of the Data upon completion of services or at the Client’s request, unless retention is required by law or agreed upon in writing by the Client. These data security obligations shall survive the termination or expiration of this agreement.

15. Variation

a) The Client agrees that the T&C’s may be varied, added to, or amended by an authorised offer of Kōwhai at any time by written notice to the Client.

b) Any proposed variation to these T&C’s by the Client must be requested in writing. Kōwhai may not unreasonably refuse any such request.

16. Severability

a) If any provision of these T&C’s is not enforceable in accordance with its terms, other provisions which are self-sustaining are, and continue to be, enforceable in accordance with their terms.

b) If any part of this agreement is invalid or unenforceable, that part is deleted and the remainder of these T&C’s remains effective.

17. Minimum Requirements

If any other benefit or advantages from these T&C’s to the Client are altered by law, the Client’s entitlements under this agreement shall from the date the changes come into effect alter accordingly to the extent that the entitlement under these conditions is less than the prescribed minimum and any additional costs incurred by Kōwhai will be directly recovered from the Client on demand unless such change in law specifically prohibits it. There shall be no obligation in such cases to increase the entitlement above and beyond the prescribed minimum.

18. Legislation

Any reference to any legislation within these T&C’s includes all amendments and replacements.

19. Assignment

a) Kōwhai may assign or sub-contract any of its rights, duties or obligations under these T&C’s and the Agreement at any time without the Client’s prior approval.

b) The Client may not assign or sub-contract any of its rights, duties or obligations under these T&C’s or the Agreement without the prior consent of Kōwhai.

20. Service Specific Terms

20.1 Staff Augmentation

a) The Client acknowledges that Staff Augmentation Services are provided with the understanding that Kōwhai Personnel, or a Candidate recommended by Kōwhai to the Client, will be under the daily management and direction of the Client, including oversight and supervision of all designated project outcomes.

b) The Client shall furnish all necessary information to enable Kōwhai Al to assess the suitability of Kōwhai Personnel or a Candidate for Assignment.

c) The Client agrees:

1. To provide all requisite facilities, equipment, and consumables to facilitate the performance of duties by Kōwhai Personnel or the Candidate for the Client.
2. That Kōwhai Personnel or the Candidate may work remotely or on-site at the Client’s premises, as mutually agreed.
3. To grant timely access to necessary individuals, locations, and systems.
4. To ensure a safe working environment and system, compliant with all occupational health and safety standards.
5. That a Candidate introduced to the Client, whether verbally or through a written resume/professional profile, remains a Candidate of Kōwhai for a period of 12 (twelve) calendar months from presentation.

d) All results, including any associated intellectual property rights, from the Staff Augmentation Services, will be owned by the Client.

e) Kōwhai shall:

1. Exercise reasonable skill and care in the sourcing, introduction, and supply of Kōwhai Personnel or the Candidate to the Client.
2. Make reasonable efforts to ensure that Kōwhai Personnel or the Candidate meets the Client’s notified requirements. While Kōwhai shall use reasonable endeavours to verify the accuracy of information provided by Candidates or third parties, it provides no warranty to that effect. Kōwhai shall not be liable to the Client for any loss or damage resulting from incorrect information, and the Client acknowledges its responsibility to undertake its own verifications.
3. Not be liable for losses, liabilities, costs, and expenses incurred by the Client arising from the acts or omissions of Kōwhai Personnel or the Candidate during the Assignment.