PRECISE CONSULTING & LABORATORY LIMITED
TERMS & CONDITIONS OF TRADE
In this Agreement, unless the context otherwise requires, the following expressions have the following meanings:
“Agreement” and “this Agreement” means and comprises the terms and conditions of this Agreement, including the quotation form, the Client’s acceptance of/approval to proceed with the Services or the Client’s purchase order which constitutes the Client’s acceptance of the quotation.
“PRECISE” means PRECISE Consulting and Laboratory Ltd and includes its officers, employees, agents and sub-contractors.
“Client” means the recipient of the Services.
“Commencement Date” is the date specified in the quotation or the most practical date for commencement of the Services.
“Confidential Information” means:
a) Information revealed in confidence by Client or PRECISE to the other;
b) Information designated as confidential by Client or PRECISE
c) Proprietary information including but not limited to trade secrets and proprietary know how of Client or PRECISE.
d) Information in or relating to the business of Client or PRECISE.
e) Subject to the above, includes but shall not be limited to the following information: web sites, software, test methods, audit processes, techniques, products, sampling methods, programs and program developments, program information, user manuals, programming manuals, modification manuals, flow charts, drawings, models, drafts, diagrams, methods of operation, marketing studies, marketing plans, customer lists and customers; and extends to all forms of storage or representation of the information referred to above including but not limited to loose notes, diaries, memoranda, drawings, photographs, electronic files, and computer print.
“Consultant” means any person who takes part in the provision of the Services by PRECISE whether as an officer, employee, agent or sub-contractor of PRECISE or of any body-corporate engaged by PRECISE.
“Nominated Consultant” means the person, if any, specified in the quotation as being primarily liable for the provision of the Services; “Parties” means the Client and PRECISE.
“Services” means the services and/or supply of any report to be provided by PRECISE as specified in the quotation or as otherwise mutually agreed between the Parties from time to time.
“Term” means the period that PRECISE is to provide the Services under this Agreement as specified in the quotation or as otherwise mutually agreed between the parties.
a) The Client hereby warrants that all the information provided by it for the purpose of this Agreement is correct and is supplied for the purpose of obtaining trading conditions with PRECISE. The Client further warrants that the signatory to this Agreement is duly authorised by the Client to apply for a credit trading account and to execute this Agreement.
b) The parties agree that in the event of PRECISE, prior to approving a credit trading account, granting to the Client time to pay for any services rendered then such rendering of services shall not amount to a waiver by PRECISE of any of the terms of this Agreement nor be construed or be taken either directly or indirectly or by implication as a granting by PRECISE of a credit trading account to the Client and no credit trading account shall be granted unless the Client is so advised by PRECISE in writing.
c) The Client shall no later than fourteen (14) days prior to any proposed changes of ownership of the Client, change in Registered Particulars, alteration, addition to the shareholding or directorship, notify PRECISE of the proposed change and the Client and guarantors shall be liable for payment of any services supplied by PRECISE after such change, alteration or addition unless PRECISE have acknowledged in writing acceptance of the intended change, alteration or addition.
d) If PRECISE in its sole discretion deems the Client’s credit to be unsatisfactory, it may require security for payment and may withhold completion of the Services until such security is provided; alternatively, it may cancel the Agreement and in that event, all amounts then owing by the Client shall become immediately due and payable in full.
The Client authorises PRECISE to collect, retain and use personal information about the Client (including the information collected in this document) for the following purposes only:
Assessing the Client’s creditworthiness;
Disclosing to a third party details of this application and any subsequent dealings it may have with PRECISE for the purpose of recovering amounts payable by the Client and providing credit references.
Marketing services supplied by PRECISE or its selected business partners.
PRECISE shall immediately stop sending marketing materials to the Client should the Client so request.
The Customer can assess and correct any information PRECISE holds about the Client.
CONSUMER GUARANTEES ACT
If the Consumer Guarantees Act 1993 applies to the Services, it is excluded to the maximum extent allowed under section 43(2) of that Act.
PROVISION OF SERVICES
a) PRECISE shall provide the Services to the Client in a professional manner;
b) If a Nominated Consultant is specified in the quotation then the Services shall be provided primarily by the Nominated Consultant or as otherwise agreed in writing between the Parties;
c) The Client understands and agrees that a 20% surcharge applies for works on Saturdays or out-of-hours works (working week Mon-Fri 06:00am – 18:00pm), and a 20-50% surcharge applies for works on Sundays. Works conducted on Public Holidays attract a 50% surcharge;
d) The “day” rate includes an 8 hour period from the time Consultant leaves the PRECISE Office until the Consultant returns to the PRECISE Office. For remote works, the PRECISE Office means the Consultant’s overnight accommodation venue. Any works conducted outside of this 8 hour period will be charged to the client at the rates listed within the quotation; and
e) PRECISE shall not be liable for any loss or damages suffered by the Client due to a failure by PRECISE to perform its obligations, where such failure is due to circumstances which are beyond PRECISE’s reasonable control including, without being limited to, industrial action, shortage of staff, access limitations, and delays caused by other parties.
TERM OF ENGAGEMENT
The Services shall commence on the Commencement Date as agreed by PRECISE and the Client. Services shall be provided for the Term as agreed in writing between the parties.
a) The Term may be extended or reduced by verbal Agreement between PRECISE and the Client if necessary, however written confirmation of the changes to the Term must be received by PRECISE in writing within 24hrs of the verbal Agreement. If no written confirmation is received within 24hrs, any/all changes to the Term (verbal or other) are void;
b) Any expenses, costs or disbursements incurred by PRECISE as a result of changes to the Term, including loss of consultant’s chargeable time, shall be paid by the Client.
LIMITATION OF LIABILITY
PRECISE shall not be liable in contract, tort or otherwise for any consequential, indirect or pure economic loss suffered by the Client as a result of any defect in the Services or any failure by PRECISE to perform its obligations to the Client, even if such loss was, or should have been, within PRECISE’s contemplation.
Any claim which the Client may have against PRECISE, whether in contract, tort or otherwise as a result of any defect in the Services:
shall expire twelve months after the Commencement Date unless the Client notifies PRECISE of the claim in writing before the expiry of that period;
shall be limited, at PRECISE’s option, to the repair or replacement of defective Services (if applicable) or the refund of a maximum amount equal to amounts actually paid by the Client to PRECISE in respect of the Services.
In the event of PRECISE granting a credit trading account to the Client then:
a) Payment of all accounts is required in full without deduction or set off by the due date, being a date stipulated by PRECISE;
b) Where the Client has been granted a credit trading account, payment shall be made on the earlier of either, or 20th of following month, completion of services, or in accordance with a payment schedule specified in the quotation;
c) If the Client fails to make payment when due, PRECISE may, without prejudice to any other remedy available to it, suspend the issue of documentation relating to the services and/or the provision of further services under this Agreement until payment (including of any interest payable and collection costs) is made;
d) Should the Client default in the payment of any monies due under this Agreement then all monies due to PRECISE shall immediately become due and payment shall be made by the Client within seven (7) days of the date of demand. PRECISE shall be entitled to charge interest at its banker’s overdraft rate on all overdue accounts from the due date until the date of actual payment; and load a default against the Client and all other borrowers with multiple Credit Agencies.
e) All expenses, costs or disbursements incurred by PRECISE in recovering any outstanding monies from the Client, including debt collection agency fees and solicitors costs, shall be paid by the Client;
f) Prior to the Client paying the full price for the services including any interest and collection costs for the Services, the Client agrees that any/all reports, documentation, and/or associated information provided to the Client by PRECISE as part of the Services remains the property of PRECISE (including the ownership of copyright) and is therefore considered to be “Confidential Information” which cannot be provided to any third party without written authorisation by PRECISE.
g) PRECISE may at any time or from time to time without assigning any reason, refuse to extend any further credit to the Client. PRECISE’s granting of a credit trading account does not require PRECISE to extend to the Client any particular amount of credit.
h) PRECISE at its discretion shall be entitled without notice to terminate any credit trading account granted to the Client.
i) If any law is introduced, amended or takes effect that has the result of increasing the rate of any taxes (including the goods and services tax), charges, fees or other imposts (“Taxes”) levied or assessed in connection with the Services under this Agreement, PRECISE may immediately increase the fees chargeable to take into account the net effect of the Taxes.
No indulgence that a party may grant to the other shall constitute a waiver of any of the rights of the grantor.
a) All information provided as part of the Services is subject to copyright including but not limited to web sites, software, test methods, audit processes, techniques, products, sampling methods, programs, program information, manuals, programming manuals, modification manuals, flow charts, drawings, models, drafts, diagrams, methods of operation, reports, assessments, certificates, and/or results. Ownership of copyright in the Copyright Material will remain vested in PRECISE until full payment for Services, including any interest and collection costs, has been received from the Client;
b) Subject to this Agreement, following the receipt of payment in full from the Client, PRECISE hereby grants to the Client a limited licence to use the Copyright Material for the intended purpose.
c) The Client must not in any way modify, rewrite, or alter the Copyright Material in any way, or use the Copyright Material in an unauthorised manner or for an unauthorised purpose unless with the written permission of PRECISE.
This Agreement shall be governed by New Zealand law.