You agree to carry out work for us (Zeald Limited) on a volunteer internship basis in order to further your skills and experience and we agree to provide training and practical experience for you to further this objective.
Any prior volunteer internship contract, agreement or arrangement between you and us (whether written or verbal) is superseded and replaced by these terms and conditions.
You acknowledge that:
You are not an employee of ours within the meaning of s6 Employment Relations Act 2000 and neither are you engaged as an independent contractor;
You will not be paid for any work you carry out for us. Any work you perform will be valuable consideration for the training you will receive.
We may (in our sole and absolute discretion) provide rewards and further recognition to acknowledge those interns who are delivering the highest levels of quality and service - this is not payment for the work you perform but an acknowledgment of our appreciation for your efforts.
The internship does not come with an offer of employment, or any other type of engagement with us, or any other party, either during the internship, at the conclusion of the internship, or at any later stage following the conclusion of the internship;
We cannot guarantee that we will be able to offer you any work or any minimum level of work over the period of your internship with us;
We are under no obligation to offer you work on any particular day and you are under no obligation to accept any work which we offer;
Any offer of work given to you is conditional upon you being available and prepared to work the hours required to complete the work within the required timeframe and to the required level of quality;
You have been provided with an opportunity before agreeing to these terms and conditions to take legal advice.
2. Termination of the Relationship
Either party may immediately terminate this relationship at any time.
All Company property must be returned to us within 24 hours of termination of this relationship.
Part 2: Your Obligations
3. The Standards You Must Keep
The work we do is very important. For many of our clients they have a lot riding on the outcomes of our work. We often have their livelihoods in our hands. You agree:
to be the best your can be and make full-use of the training, help and support that we make available to you;
to strive to achieve the highest levels of quality and service for our clients;
to respond quickly and flexibly to ongoing changes and improvements that we make in our work methods;
to present yourself neatly, tidily and professionally at all times when dealing with our clients and your colleagues;
4. Health and Safety
You shall comply with the policies and procedures established by us for occupational health and safety. In particular, you are required to
respond to any hazard warnings displayed;
take all steps to report any work accident, near miss or hazard to us as soon as practicable;
tell us if you are experiencing any symptoms of occupational stress or work related injury;
carry out your tasks in a manner that does not breach any health and safety requirements, including any and all government mandated requirements related to COVID-19 (and similar) lock-downs.
Part 3: Our Obligations
5. Our Obligations
In consideration of you complying with the obligations set out in this agreement, we will provide you with training in a range of website development and digital activities:
Depending at all times on you passing the relevant training assessments, and on you completing any work offered to you and accepted by you to the required levels of quality and timeliness, as part of your ongoing learning and development we may provide you with a range of website development and digital activities that you can complete on our behalf for our clients.
At the successful conclusion of each stage of your internship, we shall provide you with a certificate of achievement outlining the training you have received, the work experience that you have completed, the competency that you have demonstrated along with a list of your accomplishments.
Part 4: Restrictions Imposed By This Relationship
In this Part, unless the context otherwise requires:
“Background Information” means all Company Information, Confidential Information and all Client Information which exist as at the date of this agreement and all materials, reports and all technical and other information and Intellectual Property Rights which is not Foreground Information;
“Company” means us and shall include our subsidiaries and related companies, including but not limited to Zeald IP Limited;
“Company Information” includes information of any kind and in any form or state which is capable of any visual or audible representation, which relates to the Company, including Client Information; know-how; information relating to, or provided by, its shareholders, Clients, Client lists, clients, directors, officers, employees, professional contractors, Strategic Partners, suppliers or agents; information relating to its products, services, business systems, business policies and procedures, business transactions and contracts, business risks and business opportunities; its financial accounts and records and legal advice; and shall include Reports; Background Information; Foreground Information; as well as information derived or developed from any of the foregoing;
“Confidential Information” means all Company Information and know-how and Client Information which are not in the public domain which at the time of provision is either marked or otherwise designated to show expressly that it is imparted in confidence, or by its very nature it can be reasonably inferred that it is imparted in confidence and includes any copy of the foregoing;
“Client” means a client of ours and includes (without limitation) clients who pay us fees for our products or services and also those clients we provide products or services to on an unpaid basis;
“Client Information” includes all photographs, diagrams, images, videos, sound recordings, musical, artistic and literary works and all other content material and information of every kind produced, developed or otherwise created for a Client;
“Foreground Information” means all materials, Reports and all technical and other information (including but not limited to any Company Information or information derived or developed from Company Information), results, designs, concepts, processes, systems, formulations, refinements, inventions and other matters or materials capable of intellectual property protection which is created, conceived, or developed (in whole or in part) by you in the course of your volunteer internship;
“Intellectual Property Rights” means any patent, invention, design right, copyright, trademark or service mark (whether registered or unregistered), and any application to register any of these rights, any trade secret, right in unpatented know-how, right of confidence, database right and any other intellectual property right of any nature whatsoever in any part of the world, currently existing or arising in the future;
“know-how” means all trade secrets, technical data and formulae, technical analyses, pricing information, computer programmes, know-how, research records, market surveys, market analysis, sales processes, customer, client, Strategic Partners and supplier lists and similar data, competitor information and all derivations, developments or representations of such material, including without limitation, know-how in the form of designs, design rights, copyright and any other Intellectual Property Rights;
“Reports” include any analysis, records, reports, instructions, specifications prepared by you in relation to and arising out of your internship with us.
“Similar Services” includes the services which we carry out for our Clients; any other services which form part of the industry in which we operate; and any other services customarily provided by us as part of our business or (to your knowledge during the currency of this agreement) about to be introduced by us to our Clients.
“Strategic Partner” means any individual, organisation, company, trust, contractor or any other entity that formally or informally refers prospective clients, business or business opportunities to us (including, but not limited to, client or business leads, sales or sales opportunities).
During the period of your internship, we will provide you with access to Confidential Information to enable and assist you to carry out your duties and training. You agree:
to treat as confidential all Confidential Information unless required to disclose it by law;
to use the Confidential Information only in performance of your duties and for the benefit of our business and for no other purpose;
not to divulge or disclose, directly or indirectly, any Confidential Information to any third party except with our prior written consent;
not to remove, copy or distribute any Confidential Information from our information systems without our consent.
not to use the Confidential Information to harm the Company whether by using it without paying us for its economic value, to compete against us, or to give someone else a competitive advantage or a springboard for development or commercialisation;
not to make any statement related to the Company to the media, including about the Confidential Information, our Company Information and intellectual property (including the GEM Academy) either directly or indirectly without our prior written approval;
to use any password or other means of access to our Confidential information which we may provide to you solely for the purpose of carrying out your duties or training and not disclose such password or means of access to any third party; and
to return to us on termination of the relationship all Confidential Information which is capable of being returned, in whatever form such information may comprise any copy of such information held by you, and, if required by us, provide a sworn statutory declaration that you have complied with this provision.
These restrictions shall continue to apply after the termination of your internship without limit in point of time for as long as the Confidential Information remains confidential and treated by us as confidential, but shall not apply to any information which is or becomes public knowledge or a matter of public record without any breach of the restrictions by you.
8. Intellectual Property Ownership
If required, you shall disclose in writing all Foreground Information generated in the course of your internship with us.
All Background Information, Foreground Information, Confidential Information and Company Information and Client Information, and all modifications, enhancements and adaptations of such know-how, Background Information, Foreground Information, Confidential Information, Company Information and Client Information developed or created in whole or in part by you during the course of your internship with us shall be the absolute property of the Company unless we formally declare otherwise in writing. You shall not acquire any rights whatsoever and howsoever arising (including but not limited to any Intellectual Property Rights) in, and irrevocably waive all rights including moral rights (if any) to be identified as the author of, such know-how, Background Information, Foreground Information, Confidential Information, Company Information and Client Information.
You acknowledge and agree:
that any actual or potential modification, improvement, development or adaptation in relation to our business or know how (“Improvement”) must be promptly advised to us in circumstances which enable us to properly consider the use and exploitation of the Improvement;
not to make any claim to ownership of or other rights in such Improvements; and
to irrevocably waive all rights including moral rights (if any) to be identified as the author of any such Improvements.
You shall, if and whenever required to (whether during or after your relationship with us), at our expense apply or join in applying for letters patent, registration, filing or other similar protection in New Zealand or any other part of the world for such know-how or Company Information created, made or discovered, and shall execute all instruments and do all things necessary for vesting such letters patent or other similar protection when obtained and all right, title and interest in and to such protections in the Company absolutely as sole legal and beneficial owner.
You irrevocably appoint us as your attorney with full power to act in your name in fulfilling all of the matters set out above as fully and effectually as you could do if personally present at our absolute discretion.
9. Non Disparagement
You are welcome to provide feedback at any time on the GEM Academy by emailing email@example.com however, you agree that you will not, both during the term of this agreement and at any time after termination, at any time:
make, disparaging comments, whether oral or in writing (including online), about us, our agents, employees, directors, or contractors for any reason; and
do anything calculated to damage our reputation, goodwill or intellectual property.