Terms of Engagement
If we agree to work together, the start up basis on which we explore tower opportunities would include the following steps.
The first step is assessing the viability of any venture. We will enter into a written agreement with you before we visit or work on the viability assessment. As part of this assessment we will meet with your senior people; view the physical situation; review jurisdictional fit and viability; scope options, roles, responsibilities, costs, brand/intellectual property; and secure first and fair operator and other rights for us.
This stage costs the tower owner an upfront non-refundable standard start up fee to be paid to Tower Innovators New Zealand Limited before we commence this work. In addition to this fee will be pre-estimated direct expenses to be reimbursed or paid direct by the tower owner.
The second half of this agreed fee is payable on delivery to you of our venture viability report.
Our involvement is always predicated on us being the exclusive venture operator and brands at the tower, and you not using the ‘know-how’ we disclose to you in a venture without us.
Agreement to Proceed
On completion of the Venture Viability Report, we will convene a joint workshop session to agree next steps and reach a decision to proceed or otherwise. We will work through the options we see as viable or not, and a timeline for next steps.
Our costs of this stage will be included in the venture viability report fee already paid to us.
Project Contract Development
If we agree to proceed with the venture, we will work with you to agreee a tower venture contract that includes the following elements and principles:
- A non-refundable research and design stage fee to be paid upfront to Tower Innovators New Zealand Limited;
- A project development fee to be paid to Tower Innovators New Zealand Limited once it is costed, with payments made at agreed milestones the final payment on commissioning;
- The tower owner will freely use its resources and influence to help Tower Innovators New Zealand Limited drive the project to commissioning, including being responsible for identifying and obtaining any local authorisations or other approvals needed;
- It is recognised that the tower owner may want to control, own, fund and maintain relevant structural infrastructure and Tower Innovators New Zealand Limited is open to that outcome or other arrangements that work for the parties depending on the situation;
- Tower Innovators New Zealand Limited will source and provide operational equipment and systems to operate the venture at the tower;
- Relevant brands of Tower Innovators New Zealand Limited and its group as considered appropriate by it may be used under license depending on the type of venture, for which royalties will be paid, but always on a basis which does not restrict Tower Innovators New Zealand Limited or any of its group or associates from developing or operating other ventures on any Tower or other site anywhere which does not directly compete with the Tower venture while operated by Tower Innovators New Zealand Limited at that location;
- Tower Innovators New Zealand Limited will be the only operator of the ventures under a venture operator contract for the longest term possible given the commercial arrangements at the tower. Tower Innovators New Zealand Limited will always have the first and fair opportunity to develop or operate other ventures within its capabilities at the tower;
- The tower owner will protect and indemnify Tower Innovators New Zealand Limited and its representatives;
- Usual commercial and legal terms as are reasonably customary in the jurisdiction of the tower will be included;
- Tower Innovators New Zealand Limited may nominate 100% owned group companies formed in the jurisdiction of the tower to be the design and development contractor, and the operator, to quarantine liability and for tax or other commercial efficiencies.