Terms and Conditions
Client means the person who engages Methsafe Ltd to provide Services.
Conditions means these terms and conditions of business and any special terms and conditions or proposal agreed in writing by Methsafe Ltd.
Completion Date means the date specified by Methsafe Ltd when a request for service will be completed.
Price means the price for the Services, excluding GST.
Services mean the Services which Methsafe Ltd supplies to the Client pursuant to these terms and conditions.
Methsafe means Methsafe Ltd.
1.0 Acceptance of Conditions
1.1 Conditions Applicable
These Conditions apply to all requests for service and exclude all other terms and conditions.
The commencement of work by Methsafe Ltd, in line with a request for service, is evidence of the Client’s acceptance of these Conditions.
Any variation to these Conditions must be agreed in writing by Methsafe Ltd.
2.0 Basis of Service Provision
The Services we agree to provide in line with a request for service are consultancy services as more specifically set out in Methsafe Ltd Client Engagement Agreement.
2.2 Requests for Service
The Client will ensure any requests for service are sufficiently detailed and specific to allow Methsafe Ltd to complete work to the satisfaction of the Client.
Each request for service constitutes a separate contract between Methsafe Ltd and the Client.
2.3 Project Work
Where Methsafe Ltd is supplying services on an ongoing project basis for the Client, the Client will appoint a ‘Client Representative’ to act as the principal point of contact between the parties, responsible for ensuring adequate and timely instructions or assistance is provided to Methsafe Ltd.
Methsafe Ltd may produce documents for approval at various stages of the project and it is the Client Representative’s responsibility to check and approve such documents before Methsafe Ltd is obliged to move to the next stage of the project.
Failure by the Client Representative to approve a document will not affect the Price payable and Methsafe Ltd is not liable for any errors where the work was undertaken corresponds with or is reliant upon a document approved by the Client.
Any variations to a request for service must be set out in writing by the Client Representative.
Additional charges may be levied for any variations to the original request for service on a time and materials basis at our hourly rate current at the time the services are carried out.
2.4 Intellectual Property
Any copyright owned or developed in completing any work for the Client remains the property of Methsafe Ltd.
No right or license is granted to the Client to use, copy or distribute any information provided by Methsafe Ltd, to any other party, except for the purposes specifically stated in the Client Engagement Agreement, without the written consent of Methsafe Ltd
All data collected whilst undertaking services on behalf of the Client becomes the property of Methsafe Ltd .
Incidental to this agreement the parties may be exposed to confidential information belonging to the other party. We agree such information remains confidential and only use the information for the purposes of complying with our respective obligations under this agreement.
3.0 Price and Payment
3.1 Price and payment
The Price is the price calculated in accordance with each proposal, current at the date of performance of the Services.
The Client may not withhold payment of any invoice or other amounts by reason of any right of offset or counterclaim the Client may have.
From time to time Methsafe Ltd may provide an estimate for the work to be carried out. Where an estimate is provided it is regarded as an estimate only, based upon the number of hours Methsafe Ltd anticipates the job will take based on the instructions given by the Client. Methsafe Ltd reserves the right to charge the Client a sum in excess of the estimate where the job takes longer than estimated.
3.3 Method of payment
Payment is made against invoice which will be delivered electronically to the key liaison person of the client as soon as practicable after the completion of each engagement.
Payment is due within seven (7) days following invoice unless otherwise agreed by Methsafe Ltd.
Methsafe Ltd shall not be obligated to provide any reports related to the engagement to the client, or any agent acting on behalf of the client, until such time as Methsafe’s invoice has been paid in full.
Interest for late payment of invoices not cleared within one month of issue is 12% per annum and this will be charged on a daily basis for outstanding payments
The Price is to be paid by direct payment to Methsafe Ltd bank account citing the invoice reference number.
Unless an invoice contains a manifest error, all invoices are deemed accepted by the Client five (5) days after delivery to the Client.
4.0 Time for performance
4.1 Time for performance
While Methsafe Ltd will endeavor to ensure completion of requests for service by the Completion Date, having regard to the availability of personnel, supplies, facilities, and commitments to other clients, any dates quoted for commencement or completion of a request for service are estimates only.
Methsafe Ltd is not liable to the Client for the late completion of any request for service when the Client has not fulfilled their responsibilities to enable Methsafe Ltd to undertake their agreed activities.
Methsafe Ltd may subcontract any part of the supply of Services so long as the sub-contracting does not affect the integrity of the work to be completed for the client.
5.0 Termination of the Agreement
5.1 Termination on notice
Either party may terminate this agreement by providing written notice to the other party prior to the date on which Methsafe Ltd commence the agreed engagement.
5.2 Termination of services
Methsafe Ltd may terminate this agreement immediately by notice in writing if they are unable to complete the agreed engagement due to:
(i) Unacceptable health and safety risks that would endanger the wellbeing of the Methsafe Ltd Employee.
(ii) It is determined that information relating to the agreed engagement as provided by the client or any agent acting for the client is false or misleading to the extent that it materially affects the ability of Methsafe Ltd to complete the agreed engagement.
(iii) Any other reason genuinely believed by Methsafe Ltd that prevents the safe and full provision of agreed services.
6.0 Exclusion of Liability
6.1 Exclusion of Liability
Methsafe Ltd has no liability to the Client for any indirect or consequential loss or expense suffered by the Client following a breach of these Conditions by Methsafe Ltd.
If Methsafe Ltd does breach these Conditions, the remedies of the Client are limited to damages. Under no circumstances will the liability of Methsafe Ltd exceed the previously agreed Price of the engagement.
The Client will indemnify the Methsafe Ltd for all loss or damage arising by reason of the Client’s negligence, or that of its employees or contractors, or any breach by the Client of these Conditions.
7.0 General clauses
Any notice in connection with these Conditions, must be in writing and sent by recorded delivery or email to the last known trading address of the party.
In the absence of evidence of earlier receipt, any notice is deemed to be duly served;
(a) If delivered personally when left at the address;
(b) If so by recorded delivery three days after posting; and
(c) If sent by email, when received.
Methsafe Ltd may request and collect personal information about the Client to evaluate whether to agree to any request for service. Failure to provide the information requested by Methsafe Ltd may result in the request for service being declined or a subsequent request for service being terminated by Methsafe Ltd. Any such information collected will not be disclosed or sold to unauthorized outside entities for any purpose.
The Client has rights of access to any personal information collected, subject to the provisions of the Privacy Act 1993.
The Client agrees that its personal information may be used by Methsafe Ltd to advise the Client of Methsafe Ltd’s other services.
The Client agrees that Methsafe Ltd may release to other parties information regarding any request for service to enforce these Conditions.
All personal identifiers will be removed prior to use of, or distribution of information to be disclosed to other parties as may be applicable.
7.3 Dispute resolution
If any dispute or difference arises between the parties on any matter or thing arising out of or connected with these Conditions, the parties will attempt to settle that difference by negotiation.
Where negotiation is unsuccessful the dispute will be referred to mediation with the mediator being agreed by the parties. The costs of mediation will be borne equally by the parties.
These Conditions are subject to New Zealand law and the parties irrevocably submit to the jurisdiction of the New Zealand courts.