Terms of Engagement
In these Terms of Engagement (“Terms”) we have used “we”, “us”, and “our” to refer to Adaptive Health and Safety Limited and “you” to refer to our Client. References to “us” include our employees, contractors and agents.
By requesting the services outlined on page 3 of the Proposal from us (“Services”), you agree to these Terms to the exclusion of your terms (if any):
1.1. We will:
1.1.1. perform the Services with reasonable skill, care and diligence in a professional manner;
1.1.2. endeavour to ensure that the Services are performed in accordance with any time frames agreed in writing with you;
1.1.3. liaise with you during the course of performing the Services in accordance with your reasonable requirements.
1.2. You will give reasonable assistance to enable us to perform the Services by:
1.2.1. giving clear instructions;
1.2.2. promptly providing any information or content required from you for us to complete the Services;
1.2.3. ensuring that the Services and products derived from them are fit for the purpose you intend to use them for and meet any appropriate statutory, regulatory, governmental and industry and environmental controls, standards or practices.
1.3. If we have given you a time frame for completion of the Services, unless agreed in writing to the contrary such time frame is approximate only and is not deemed to be of the essence of the contract.
2. Force majeure:
We shall not be liable for delay or failure to perform the Services if the cause of delay or failure is beyond our control.
3. Payment terms
3.1. Payment for the Services (and any associated expenses and disbursements) is due on the 20th day of the month following the date of our invoice except where we have agreed in writing that other terms shall apply (“the Due Date”).
3.2. If you do not make payment on the Due Date, you are in default and must pay default interest at the rate of 10% per annum, which shall accrue on a daily basis on the total amount outstanding from the Due Date to the date of payment in full.
3.3. Notwithstanding clause 3.2, if payment is outstanding for 7 days from the Due Date, we may suspend performing the Services on credit until the date of payment in full (subject always to clause 3.4). You must pay in cash for any Services done by us until payment is made in full (together with any accrued interest).
3.4. We may notify you at any time that we have ceased to carry out the Services on credit. This cessation does not relieve you for amounts owing up to the date on which the contract is terminated.
3.5. Payment of all money shall be without set-off or deduction of any kind.
3.6. You agree to pay our reasonable disbursements incurred in connection with provision of the Services including travel costs at $1.25/km plus GST for any travel beyond a 20km radius from our office at Fraser Road, Central Southland.
4. Indemnity and Liability
4.1. All reports prepared as part of the Services are based on information gathered at a point in time and a sample of activities and thus any reporting is limited to that snapshot of information and is not a representation of the whole business operation of the Client. Therefore, neither we nor our employees accept
any legal responsibility for the reliability, accuracy or completeness of such reports. Nor do we accept any liability of any kind whatsoever, including liability for reason of negligence, to any person for losses incurred as a result of placing reliance on such reports.
4.2. You shall indemnify us against all costs, claims, demands, expenses and liabilities of whatsoever nature however caused or arising which is brought by any person in connection with any matter, act, omission, or error by us, our agents or employees in connection with the Services. This includes without prejudice to the generality of the foregoing, claims for death, personal injury, damage to property and consequential loss (including loss of profits) which may be made against us or which we may sustain, pay, or incur as a result of or in connection with the supply of the Services unless such cost, claim,
demand, expense or liability shall be directly and solely attributable to our negligence.
4.3. Except to the extent that the law prevents us from excluding liability we shall not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or another person and whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from Services provided by us to you.
4.4. To the extent that we are liable for any reason for any loss suffered or liability incurred by you arising from any breach of these Terms or for any other reason, such liability shall be limited to the total price payable for the Services.
5.1. The Consumer Guarantees Act 1993 (“CGA”), the Fair Trading Act 1986 (“FTA”), and other statutes may impose warranties, conditions or obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded. We exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
5.2. Where you acquire goods and/or services from us for the purposes of a business:
5.2.1. the parties acknowledge and agree that:
(a) you are acquiring the goods and/or services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2)
of the CGA;
(b) the goods and/or services are both supplied and acquired in trade from the purposes of the FTA and the parties agree to contract out of
sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading
5.2.2. you agree that all warranties, conditions, and other terms implied by the CGA or sections 9, 12A, and 13 of the FTA are excluded from these Terms to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by
6. Intellectual Property
6.1. In these Terms “Intellectual Property” includes all intellectual property rights (including without limitation copyright, patent and design rights, drawings, documents, data, ideas, procedures and calculations).
6.2. In respect of Intellectual Property used in or arising from the performance of the Services:
6.2.1. all pre-existing Intellectual Property the subject of an Intellectual Property right resides with the owner as at the date of these Terms (whether you or us);
6.2.2. any new Intellectual Property will be dealt with in accordance with clauses 6.3 to 6.5 (inclusive).
6.3. Subject to clauses 6.2.1 and 6.5 we are and will remain the exclusive owner everywhere in the world of all Intellectual Property rights and interests (including copyright and all other statutory and common law rights and interests) in any documents prepared by us for you, as first owner of those Intellectual Property rights and interests.
6.4. We shall retain exclusive worldwide ownership at all times of our artistic styles, methods of working, techniques, ideas, skills and know-how.
6.5. Upon payment of all amounts owing to us in accordance with these Terms, we assign to you the copyright in the final form of any documents which we have specifically created for you in New Zealand and for the purposes as specified in the description of the Services, or if not specified, for the purposes which would be reasonably expected in light of the nature of your request for the Services.
7. Privacy of Information:
You authorise us:
7.1. to collect, retain and use information about you from any person for the purpose of assessing your creditworthiness;
7.2. to disclose information about you:
7.2.1. to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to us;
7.2.2. to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of our rights, remedies
and powers under these Terms.
You shall at all times treat as confidential all non-public information and material received from us (including any new Intellectual Property and prices) and shall not publish, release, or disclose the same without our prior written consent.
You must pay our costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms.
10. Governing law/jurisdiction
These Terms will be governed by and construed in accordance with the laws of New Zealand and the parties agrees to submit to the exclusive jurisdiction of the New Zealand Courts for any disputes or proceedings arising out of or in connection with these Terms.
Either party may terminate these Terms by giving two weeks written notice to the other party.
The provisions of this clause 12 and of clauses 4 (Indemnity and Liability), 6 (Intellectual Property), 8 (Confidentiality), 9 (Costs) and 10 (Governing law/jurisdiction) of these Terms and any other provision which by its nature is intended to survive the termination or expiration of these Terms will survive the termination or expiration of these or completion of the Services.
Service Level / Focus Areas
Invest $ (plus GST)
Policy and procedure development
Health & Safety, Quality, Environment and HR Workshops
1. Risk Management
2. Management Review and Monitoring
3. Worker Consultation, Co-operation and Coordination
4. Incident Reporting and Investigation
5. Return to Work, Rehabilitation and the ACC Process
6. Process Reviews and Opportunities for Improvement
Health and Safety Coach
Human Resources Coach