Sika Standard Reseller Terms (NZ)
Version: 1.6 Effective date: 1/4/2026
These are the standard terms on which Sika Security Limited (NZBN 9429052181894) ("Sika", "we", "us") resells third-party software, subscriptions, and associated professional services in New Zealand. Sika quotes refer to these terms when relevant. By accepting a Sika quote, the Customer is contracting on these terms.
These terms are intentionally brief. The substantive product and service terms flow through from the underlying vendor (the "Vendor", e.g. Corero Network Security (UK) Limited) under that Vendor's End User Agreements (the "Vendor EUAs"), which are referenced in each Quote.
1. How these terms work
1.1 A "Quote" is a written quotation issued by Sika to the Customer for the supply of specified Products and Services from a Vendor. Each Quote will reference these terms and the applicable Vendor EUAs.
1.2 An "Order" comes into existence only when both: (a) the Customer has accepted a Quote in writing within the validity period stated in the Quote (by countersignature, or by issuing a purchase order that references the Quote); and (b) Sika has countersigned the Quote or otherwise confirmed acceptance of the Order in writing. Sika will confirm or decline an Order within five (5) business days of receiving the Customer's acceptance. Until an Order is formed, the Quote is an invitation to treat only and may be withdrawn or amended by Sika at any time.
1.3 Each Order is governed by: (a) the Quote, (b) these Standard Reseller Terms, and (c) the Vendor EUAs identified in the Quote. If there is a conflict, the order of precedence is: the Quote first, then these terms, then the Vendor EUAs — except in respect of the Vendor's licensed software and services, where the Vendor EUAs prevail.
1.4 "Products and Services" means the Vendor software subscriptions, licences, support, professional services, and any other items listed in the Quote.
1.5 Errors and omissions. Each Quote is issued subject to correction of typographical, clerical, computational, or pricing errors. Sika may withdraw or amend a Quote at any time before an Order is formed under clause 1.2 to correct any such error. If an error is identified after Order formation, Sika will notify the Customer promptly and the parties will negotiate in good faith to correct the error. If the parties cannot agree a correction within ten (10) business days, either party may terminate the affected Order on written notice without further liability, and Sika will refund any fees paid in respect of supplies not yet delivered.
2. Sika's role
2.1 Sika is an Authorised Reseller of the Vendor identified in the Quote. Sika's role is limited to: (a) the commercial supply of the Products and Services in New Zealand; (b) the invoicing of fees and the collection of payments; and (c) acting as a local commercial point of contact and coordinating escalations to the Vendor.
2.2 The Products and Services themselves — including licence grants, hosting, support, professional services delivery, warranties, indemnities, and service levels — are provided directly by the Vendor to the Customer under the Vendor EUAs.
2.3 Sika does not provide the Products and Services itself, does not vary the Vendor EUAs, and does not provide any independent warranties or representations in respect of the Products and Services beyond what the Vendor provides.
3. Currency, pricing and FX
3.1 Prices in each Quote may be denominated in New Zealand Dollars (NZD) or in the Vendor's currency (typically United States Dollars (USD)), as stated in that Quote.
3.2 Where a Quote is in USD or another foreign currency, the customer pays in that currency. NZ GST (clause 5) is calculated and shown in NZD on each invoice as required by NZ tax rules. The Customer is responsible for any costs it incurs in funding a foreign-currency payment from a NZD source.
3.3 Pricing in each Quote reflects the Vendor's then-current pricing for the relevant Products and Services. Multi-year pricing shown in a Quote is an estimate based on current Vendor pricing and may be adjusted by Sika to reflect any price change that the Vendor is entitled to make under the Vendor EUAs (such as annual escalation rights or capacity overage charges). Any such adjustment will be passed through to the Customer in accordance with clause 6.
4. Invoicing and payment
4.1 Unless a Quote states otherwise, Sika invoices: (a) annual subscription fees annually in advance, (b) one-off professional services fees on order acceptance, and (c) any pass-through charges under clause 6 within a reasonable time of Sika receiving the underlying Vendor invoice.
4.2 Payment terms are Net 20 days from invoice date unless the Quote states a different period.
4.3 The Customer pays in the currency of the invoice to the bank account Sika nominates on the invoice. International transfer fees on the Customer's side, if any, are the Customer's responsibility.
4.4 If any invoice is not paid in full by the due date, Sika may: (a) charge interest on the overdue amount at the rate the Vendor is entitled to charge Sika under the Vendor EUAs for late payment; and (b) on 7 days' written notice, suspend the Products and Services and/or instruct the Vendor to do so. Suspension does not relieve the Customer of its payment obligations.
4.5 Time for payment is of the essence.
5. GST and other taxes
5.1 All prices are stated exclusive of NZ GST. NZ GST at the prevailing rate (currently 15%) is added to each invoice and shown in NZD on the invoice (calculated, where the invoice is in a foreign currency, at the NZD-equivalent of the price at invoice date in accordance with IRD requirements).
5.2 The Customer is responsible for any other tax, duty, or governmental charge that arises in connection with its receipt of the Products and Services, other than tax based on Sika's income.
6. Flow-through of Vendor End User Agreements
6.1 The Customer acknowledges that it has reviewed and accepts the Vendor EUAs identified in the Quote. The Vendor EUAs apply between the Vendor (as licensor and service provider) and the Customer (as End User) in respect of the licensed software, support, maintenance, and associated services.
6.2 Sika passes through, and the Customer accepts, all terms in the Vendor EUAs without modification — including without limitation: licence grants and use restrictions, intellectual property, warranties and warranty disclaimers, indemnities, limitation of Vendor liability, confidentiality, data protection, capacity / scope rules, support service levels, termination, assignment, force majeure, and the Vendor's governing law clauses.
6.3 Pass-through of Vendor charges. Any charge the Vendor invoices to Sika in respect of the Customer's use of the Products and Services — including but not limited to annual subscription fees, capacity overage charges, permitted price adjustments, and late-payment interest — passes through to the Customer at cost. Sika will issue a corresponding invoice to the Customer promptly after receiving the underlying Vendor invoice, payable on the terms in clause 4.
6.4 The Customer's remedies in respect of the Products and Services lie directly against the Vendor under the Vendor EUAs. Sika does not take on the Vendor's obligations and is not a party to the Vendor's licensing, support, or service-level commitments.
7. Limitation of Sika's liability
This clause does not affect the Customer's rights against the Vendor under the Vendor EUAs — for which clauses 6.1, 6.2 and 6.4 govern.
7.1 In respect of Sika's own performance under an Order (for example, Sika's invoicing, order processing, coordination with the Vendor, and obligations under these terms), Sika's total aggregate liability — whether in contract, tort (including negligence), under statute, or otherwise — is capped at the total fees paid by the Customer to Sika under that Order in the twelve (12) months immediately preceding the event giving rise to the claim.
7.2 Sika is not liable for any indirect, consequential, special, or punitive loss, including (without limitation) loss of revenue, loss of profit, loss of business, loss of goodwill, loss or corruption of data, or business interruption. The exclusions in this clause mirror the corresponding exclusions in the Vendor EUAs.
7.3 Nothing in these terms limits or excludes liability for: fraud or fraudulent misrepresentation; death or personal injury caused by negligence; or any other liability that cannot be limited or excluded under the laws of New Zealand.
7.4 The Customer acknowledges that Sika has set its prices in reliance on this clause 7 and that the cap and exclusions reflect Sika's narrow commercial role as reseller.
8. Consumer Guarantees Act 1993
The Customer is acquiring the Products and Services for the purposes of a business. Accordingly, the Consumer Guarantees Act 1993 does not apply to any supply under these terms, and the Customer agrees to contract out of that Act in accordance with section 43.
9. Privacy
9.1 Sika and the Customer will each comply with the Privacy Act 2020 (NZ) in relation to any personal information they exchange in connection with an Order.
9.2 Sika does not require access to the Customer's personal data or end-user data to perform its role as reseller. Any incidental access is limited to contact details for normal business operations. The Vendor's data-protection obligations are as set out in the Vendor EUAs.
10. Confidentiality (Sika supply only)
Each party will keep confidential the commercial terms of each Order (including pricing and discounts) and will not disclose them to third parties except: (a) to its professional advisors; (b) as required by law or regulator; or (c) to the Vendor in connection with the Order. The Vendor EUAs deal separately with confidentiality of Vendor information.
11. Variation, assignment, and notices
11.1 Sika may update these Standard Reseller Terms from time to time by republishing them at https://www.sikasecurity.com/terms-and-conditions-nz with a new version number and effective date. Each Order is governed by the version of these terms in effect on the date the relevant Quote was issued.
11.2 The Customer may not assign or transfer an Order without Sika's prior written consent (not to be unreasonably withheld). Sika may assign an Order to an affiliate, or novate it to another Vendor-authorised reseller, on written notice to the Customer.
11.3 Notices must be in writing and sent to the email or postal address stated in the Quote.
12. Governing law of these terms
12.1 These terms and each Order are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the New Zealand courts in respect of any dispute arising out of these terms or an Order, except where the relevant claim relates to the Vendor's Products and Services and is governed by the Vendor EUAs' choice of law and jurisdiction.