StarSafety Limited (SSL) is the supplier of health and safety advice. The Customer wishes to contract with SSL for the provision of services. These terms of engagement set out the scope of the services to be provided, and the terms on which SSL provides the services. If the Customer has entered into a Safer Me Agreement with SSL and if there is any inconsistency between the terms of the Safer Me Agreement and these Terms of Engagement, the terms of the Safer Me Agreement apply.
1.1 The services to be provided by SSL are set out in the attached Schedule and on the SSL website (“the Services”). The Services include health and safety packages. Any material changes to the scope of the Services will be agreed between the parties. Refer to the SSL website for more information on our no returns policy.
2. Estimate and Price
Services at an Hourly Rate
2.1 The Services shall be provided at an agreed hourly rate plus GST, in the absence of any written variation.
2.2 Prior to providing the Services, SSL may provide the Customer with an estimate of the number of hours required to complete the Services. In the absence of an estimate, the parties agree that Services shall be carried out at the Hourly Rate until the Services are completed or this agreement is terminated by either party.
2.3 Any change to the Hourly Rate shall be advised to the Customer in writing and shall not take effect until the Customer has received written notice of this.
2.4 Health and safety packages are also available at the rates set out in the Schedule and set out on the SSL website. These packages are for a one (1) year minimum period.
2.5 Where the Services are provided and payable by a monthly retainer (“Retainer Fee”), as by agreement between SSL and the Customer, the Retainer Fee is payable to SSL notwithstanding any public holidays and/or shutdowns scheduled by the Customer and is payable to SSL for at least one (1) year or for a longer period by agreement between SSL and the Customer.
3.1 Payment for the Services completed shall be made in full by the 20th of the month following invoice dates (“the Due Date”).
3.2 If payment is not made in full by the Due Date, SSL is entitled to charge the Customer interest on the unpaid overdue balance at the rate of 2.5% per month or part month on the overdue balance compounding monthly.
3.3 SSL reserves the right to withdraw or refuse credit facilities or to require payment of a deposit before starting any Services.
3.4 Any expenses, disbursements and legal costs incurred by SSL in the enforcement of any rights contained in this contract shall be paid by the Customer including any reasonable solicitor’s fees and/or debt collection agency fees.
4. Limitation of Liability
4.1 In providing the Services under this Agreement, SSL shall use reasonable skill and care. SSL relies on the accuracy of information provided by the Customer in completing the Services.
4.2 SSL shall not be liable in respect of any other warranties, descriptions or representations as to the accuracy or suitability of any advice given in the completion of the Services, except to the extent that such liability is required by law and in any event SSL shall not be liable in any way to the Customer or any third party for any indirect, special or consequential loss or damage.
4.3 If the Customer acquires or holds itself out as acquiring the goods for the purposes of a business or in trade, the provisions of the Consumers Guarantees Act 1993 are expressly excluded.
4.4 The Consumer Guarantees Act 1993, the Fair Trading Act 1986, the Contract and Commercial Law Act 2017 and other statutes may imply warranties or conditions or impose obligations on SSL which cannot by law (or which can only to a limited extent by law) be excluded. In respect of these warranties, conditions and/or obligations, SSL's liability will be excluded (where permitted), or be limited to the maximum extent possible.
4.5 Except as otherwise provided by law SSL shall not be liable for:
a) Any loss or damage of any kind, including consequential loss, whether incurred by the Customer or any other person and whether in contract or tort (including negligence) or otherwise, and irrespective of whether such loss or damage arises directly or indirectly from the Work; and
b) The Customer shall indemnify SSL against all claims and loss of any kind however caused, whether caused or arising as a result of the negligence of SSL or otherwise, brought by any person in connection with any matter, act, emission or error by SSL its agents or employees in connection with the Work.
5.1 SSL shall without any liability and without prejudice to any other right it has in law or equity have the right by notice to suspend or cancel the contract in whole or in part if the Customer fails to pay any money owing after the due date or the Customer commits an act of bankruptcy.
5.2 Any cancellation or suspension of this contract shall not affect SSL’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Customer’s obligations to SSL under this contract. These terms and conditions of supply shall apply to all services provided by SSL to the Customer and shall take precedence over any terms (either written or oral) which may be offered to the Customer.
5.3 Where the Customer cancels the monthly meeting provided as part of the Services giving less than 24 hours’ notice, the Retainer Fee remains payable to SSL and SSL is under no obligation to reschedule that monthly meeting.
5.4 Where the Customer cancels the monthly meeting provided as part of the Services giving more than 24 hours’ notice, SSL and the Customer will use all reasonable endeavours to
reschedule the monthly meeting to an agreed time.
6. Intellectual Property
6.1 The Customer acknowledges that it will not acquire, any right, title or interest in SSL’s intellectual property (including any intellectual property in the Services), and neither these terms nor the Customer’s use of SSL’s intellectual property transfers any title or ownership in any of the same to the Customer.
7. Unsolicited Electronic Messages
7.1 The Customer agrees to receipt of unsolicited electronic messages (i.e. emails) from SSL for marketing purposes.
8. General Terms
8.1 If any provision of this Agreement is found to be invalid, void or illegal or unenforceable, the validity existence legality and enforceability of the remaining provisions shall not be affected prejudiced or impaired.
8.2 These terms may only be varied by the written agreement of SSL. No variation of these terms shall be binding upon SSL unless it is expressly set out in these conditions or in writing from or on behalf of SSL.
8.3 These conditions shall be governed by and construed in accordance with the laws of New Zealand.
8.4 If the Customer is a company or trust, the Directors or Trustees enter into this Agreement in their personal capacity and jointly and severally personally undertake to pay any monies owing to SSL.
9.1 If any dispute or difference shall arise between the parties as to the meaning or application of any part of this Agreement or any other matter in connection with, arising out of, or which may have an effect on, this Agreement then representatives of SSL and the Customer shall meet within 14 days of the dispute or difference ("Issue") arising to endeavour to reach an agreement on the resolution of the issue.
9.2 If the meeting referred to in clause 9.1 ("meeting") does not result in the resolution of the issue:
(a) then SSL and the Customer shall, within 14 days of the date of the meeting, appoint a mediator to mediate the issue.
(b) if the parties are unable to agree upon the person to be appointed as mediator, then the President of the New Zealand Law Society shall be asked to appoint the mediator
(c) the mediation shall be held within one month of the date of the meeting; and
(d) SSL and the Customer shall attend, and participate in, the mediation in good faith to negotiate towards achieving a settlement of the issue.
9.3 Neither party may initiate any Court proceedings (with the exception of an application for injunctive relief) in respect of any dispute under this Agreement without first undertaking the processes set out in clauses 9.1 and 9.2 of this Agreement. Time shall be of the essence.