Terms of Trade
1.1 ‘We‘, ‘us‘ and ‘our‘ means Smart Safety Solutions Limited and its agents and employees.
1.2 ‘You‘ and ‘your‘ means each customer named in a Quotation and every person or entity who purchases any Services from us.
1.3 ‘Due Date‘ means the date upon which an invoice is due to be paid.
1.4 ‘Individual Project Services‘ means all services provided by us that are in the nature of a discrete project (for example, creating a customised safety system, drafting safety policies and procedures, assisting with ACC accreditation or providing consultancy advice on a health and safety issue) and associated products created or provided by us, as more particularly described in a Quotation.
1.5 ‘Ongoing Support Services‘ means all services provided by us that are of a periodic, recurring or continuing nature (for example managing your safety systems, monitoring compliance and investigating and reporting incidents as they arise) and associated products created or provided by us, as more particularly described in a Quotation.
1.6 ‘Price‘ means the price for the Services as recorded in a Quotation.
1.7 ‘Quotation‘ means a quotation provided by us, and accepted by you, which describes the Services we will provide and the associated Price.
1.8 ‘Services‘ means both and either of Individual Project Services and Ongoing Support Services.
2.1 Confirmation by you that we should proceed with any Services described in a Quotation shall constitute acceptance of the Quotation and these Terms of Trade.
2.2 You cannot cancel an order once it has been sent to us.
3. OUR obligations
3.1 We must:
(a) Provide the Services in accordance with the Quotation and using reasonable skill, care and diligence.
(b) Promptly request from you any additional information required in order to perform the Services.
(c) Report to you with reasonable regularity and otherwise upon request.
(d) Promptly notify you of any matter arising which may materially affect our ability to provide the services in accordance with the Quotation.
4. Your Obligations
4.1 You must:
(a) Pay for the Services in accordance with the Quotation and clause 5.
(a) Promptly upon reasonable request, provide all information requested by us to assist with our provision of the Services. You acknowledge that we are entitled to rely upon the accuracy and completeness of all information provided by you.
(b) Give us reasonable access to your premises and staff where necessary for us to provide the Services.
(c) Be reasonably available to answer questions and review progress.
5. Price and Payment
5.1 You must pay for our Services at the Price set out in the relevant accepted Quotation.
5.2 Invoices in respect of Individual Project Services must be paid within 7 days from the date of the invoice.
5.3 Invoices in respect of Ongoing Support Services must be paid no later than the 20th of the month following the date of the invoice.
5.4 If there is uncertainty as to whether an invoice is for Individual Project Services or Ongoing Support Services, it shall be deemed to be payable within 7 days from the date of the invoice.
5.5 We may require you to pay a deposit before we begin supplying Services to you.
5.6 Interest may be charged on any amount owing after the Due Date at the rate being 5% above our bank’s standard business overdraft rate.
5.7 If your account is in default, we may cease supplying any further Services to you until the default is remedied.
5.8 You indemnify us against all costs and expenses we incur in recovering or attempting to recover payment of overdue amounts from you (including legal expenses on a solicitor-client basis).
6. Intellectual property and confidentiality
6.1 We retain the copyright and all other intellectual property rights in all written material and software created by us prior to commencing the Services or which is capable of general application to other of our customers. You will own the copyright in all health and safety materials created by us for your particular business.
6.2 We will keep confidential all information discovered or received by us in relation to you or your business (apart from information already in the public domain).
7. Use of Information
7.1 You agree that we may disclose information we hold about you to credit reporting and/or debt collection agencies, as necessary to recover any amount you owe us.
7.2 You irrevocably authorise us to use any information supplied to us, to obtain any information concerning you from any source, for the purpose of assessing your credit history.
8. Limitation of liability
8.1 Under no circumstances will we be liable in any way whatsoever for:
(a) Any failure by you to comply with your legal obligations in relation to health and safety, regardless of whether or not you were using or relying upon our Services or any product or output resulting from our Services; or
(b) Any loss, liability or damage suffered by you in connection with your use of the Services; or
(c) Any loss or damage arising from the lawful termination of this agreement.
8.2 All representations, guarantees and warranties not expressly provided under this agreement (including statutory implied warranties) are excluded and shall have no application, except to the extent that they cannot lawfully be excluded. You acknowledge that you are acquiring the Services for the purposes of a business and the provisions of the Consumer Guarantees Act 1993 do not apply.
8.3 If we are found to be liable to you for any reason whatsoever, our liability will be limited to either that part of the Price paid in connection with the Services that give rise to the claim or your actual losses, whichever is the least.
8.4 This agreement contains all terms of the arrangement between the parties and extinguishes all prior agreements, discussions, representations and arrangements between the parties about the Services.
9.1 Either party may immediately terminate this agreement if:
(a) the other party defaults in performing its obligations under this agreement and the default, if capable of being remedied, is not remedied within five working days after receipt or deemed receipt by the defaulting party of a notice specifying the default and requiring remedy; or
(b) the other party defaults in the performance of its obligations under this agreement and the default is incapable of being remedied; or
(c) in the case of Ongoing Support Services where no fixed term is recorded in the Quotation, the terminating party gives notice no less than 20 working days prior to the date upon which the terminating party requires the agreement to be terminated; or
(d) the other party would not satisfy the solvency test prescribed in the Companies Act 1993.
9.2 Where the Quotation records a fixed term during which the Services will be provided, this agreement may not be terminated during that fixed term except pursuant to clause 9.1(a), 9.1(b), or 9.1(d). This agreement shall end upon expiry of the fixed term, unless the parties continue to perform their respective obligations under this agreement after expiry – in which event this agreement shall continue in full force and effect until terminated pursuant to any of the provisions in clause 9.1 including 9.1(c).
10.1 Any notice to be served upon a party must be in writing and delivered by hand, prepaid mail, facsimile or email to the address set out in the Quotation or such alternative address as is advised in writing by the party or is customarily used in dealings between the parties.
10.2 A notice will be deemed to have been received at the time when actually delivered, if delivered by hand, or upon confirmation of successful transmission, if sent by facsimile or email, or 3 days after posting, if sent by mail.
11.1 This agreement shall be binding on the legal representatives, assignees and successors of both parties.
11.2 If any provision of this agreement shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
11.3 We will not be liable to you for any loss or damage arising out of or in connection with any delay or failure to perform the terms of the contract of supply where such delay or failure is caused directly or indirectly from causes beyond our control (including any failure by any of our suppliers to supply on time).
11.4 Any failure, delay or omission by a party to enforce or require compliance with any provision of this Agreement will not affect or impair that party’s right to enforce or require compliance with the provision or to seek any appropriate remedy in respect of a breach of the provision.
11.5 This agreement is governed by and construed according to the laws of New Zealand and is subject to the exclusive jurisdiction of the Courts of New Zealand.
11.6 This agreement may be executed in any number of counterpart copies, all of which together shall constitute a single agreement. The sending by one party to another of a facsimile or email copy of the Quotation bearing the sender’s signature shall be sufficient evidence of execution and agreement by the sender.