Terms & Conditions

Schedule 2

Standard Terms and Conditions — Services

Length of Contract

• 1.1
  Start Date: This Contract starts on the Start Date. Services must not be delivered before the Start Date.
• 1.2
  End Date: This Contract ends on the End Date.

The Services

• 2.1

  Both Parties’ obligations: Both Parties agree to:

  1. act in good faith and honestly in their dealings with each other
  2. discuss matters affecting this Contract or the delivery of the Services, whenever necessary
  3. notify each other immediately of any actual or anticipated issues that could:
     • significantly impact on the Services or the Charges, and/or
     • receive media attention, and
  4. comply with all applicable laws and regulations.
• 2.2

  Client’s obligations: The Client must:

  1. provide Practical Compliance with any information Practical Compliance has reasonably requested to enable the delivery of the Services
  2. make decisions and give approvals reasonably required by Practical Compliance to enable delivery of the Services, within reasonable timeframes
  3. pay Practical Compliance the Charges for the Services in accordance with this Contract, and
  4. Continue to have responsibility for and comply with the Health and Safety at Work Act as it applies to the Client’s operations outside the scope of the services provided under this contract.
• 2.3

  Practical Compliance obligations: Practical Compliance must:

  1. deliver the Services:
     • on time, and
     • with due care, skill and diligence, and to the appropriate professional standard or in accordance with good industry practice as would be expected from a leading advisor in this industry
  2. ensure that its Personnel have the necessary skills, experience, training and resources to deliver the Services
  3. provide all equipment and resources necessary to deliver the Services.
• 2.4
  Premises: If Practical Compliance is at the Client’s premises, Practical Compliance must observe the Client's policies and procedures, including those relating to health and safety, and security requirements, as notified to Practical Compliance.
• 2.5

  Health & Safety & Security: Practical Compliance:

  1. Will rely upon information provided by the Client as regards to the Client’s’ compliance with the HSW Act obligations.
  2. Will comply, and ensure that its Personnel comply, with their obligations under the HSW Act
  3. Will comply with all reasonable direction of the Client relating to health, safety, and security while on client premises, and
  4. Will report any health and safety incident, injury or near miss, or any notice issued under the HSW Act, to the Client if it relates to, or affects, the Contract.
• 2.6

  Respect: Practical Compliance must deliver the Services in a manner that:

  1. is culturally appropriate for Māori, Pacific and other ethnic or indigenous groups, and
  2. respects the personal privacy and dignity of all individuals.

Charges and payment

• 3.1
  Maximum amount: The Charges are the total maximum amount payable by the Client to Practical Compliance for delivery of the Services.
• 3.2
  Tax invoice: Practical Compliance must provide tax invoices for all Charges on the dates or at the times specified in Schedule 1.
• 3.3

  Payment: Subject to clauses 3.4, if the Client receives a tax invoice:

  1. on or before the 3rd Business Day of the month, the Client will pay that invoice by the 20th calendar day of that month, or
  2. after the 3rd Business Day of the month, the Client will pay that invoice by the 20th calendar day of the following month.
• 3.4

  Dispute: The Client must notify Practical Compliance within 10 Business Days of the date of receipt of a tax invoice if the Client disputes any part of that tax invoice, and the Client:

  1. must pay the portion of the tax invoice that is not in dispute (and Practical Compliance will provide a further tax invoice for the undisputed amount if required), and
  2. may withhold payment of the disputed portion until the dispute is resolved.

Contract management

• 4.1

  Contract Manager: The persons named in Schedule 1 as the Contract Managers will manage the Contract, including:

  1. managing the relationship between the Parties
  2. overseeing the effective implementation of this Contract, and
  3. acting as a first point of contact for any issues that arise.
• 4.2
  Changing the Contract Manager: A Party may change its Contract Manager by telling the other Party, in writing, the name and contact details of the replacement.

Information management

• 5.1

  Information and records: Practical Compliance must:

  1. keep and maintain Records in accordance with prudent business practice and all applicable laws
  2. make sure the Records clearly identify all relevant time and Expenses incurred in providing the Services
  3. make sure the Records are kept safe and are easy to access
  4. give information to the Client relating to the Services that the Client reasonably requests, in a format that is usable by the Client, and within a reasonable time of the request
  5. co-operate with the Client to provide information immediately if the information is required by the Client to comply with an enquiry or its statutory, parliamentary, or other reporting obligations
  6. make its Records available to the Client during the term of the Contract and for 7 years after the End Date (unless already provided to the Client earlier), and
  7. make sure that Records provided by, or created for, the Client are securely managed and destroyed on their disposal.
• 5.2
  Reports: Practical Compliance must give the Client the reports, by the due dates, stated in Schedule 1.

The contractual relationship

• 6.1
  Independent contractor: Nothing in this Contract constitutes a legal relationship between the Parties of partnership, joint venture, agency, or employment. Practical Compliance is responsible for the liability of its own, and its Personnel’s, salary, wages, holiday or redundancy payments and any GST, corporate, personal and withholding taxes, ACC premiums or other levies attributable to Practical Compliance’s business or the engagement of its Personnel.
• 6.2
  No representing: Neither Party has authority to bind or represent the other Party in any way.
• 6.3
  Transfer of rights or obligations: Practical Compliance may transfer any of its rights or obligations under this Contract only with the Client’s prior written approval. The Client will not unreasonably withhold its approval.

Subcontractors

• 7.1
  Subcontracting: Practical Compliance must not enter into a contract with someone else to deliver any part of the Services without the Client's prior written approval.
• 7.2

  Practical Compliance responsibilities: Practical Compliance:

  1. must ensure that each Subcontractor is suitable and has the capability and capacity to deliver that aspect of the Services being subcontracted
  2. must ensure that:
     • each Subcontractor is fully aware of Practical Compliance's obligations under this Contract, and
     • any subcontract it enters into is on terms that are consistent with this Contract, and
  3. is responsible for delivering the Services under this Contract even if aspects of the Services are subcontracted.

Resolving disputes

• 8.1

  Negotiation: The Parties agree to use their best endeavours to resolve any dispute that may arise under this Contract. The following process will apply to disputes:

  1. a Party will notify the other if it considers a matter is in dispute
  2. the Contract Managers will attempt to resolve the dispute through negotiation
  3. if the Contract Managers have not resolved the dispute within 10 Business Days of notification, they will refer it to the Parties' senior managers for resolution, and
  4. if the senior managers have not resolved the dispute within 10 Business Days of it being referred to them, the Parties shall refer the dispute to mediation or, if agreed by the parties, some other form of alternative dispute resolution.
• 8.2
  Costs: Each Party will pay its own costs of mediation or alternative dispute resolution under this clause.
• 8.3
  Effect of dispute: If there is a dispute, each Party will continue to perform its obligations under this Contract as far as practical given the nature of the dispute.
• 8.4
  Taking court action: Each Party agrees not to start any court action in relation to a dispute until it has complied with the process described in clause 8.1, unless that Party requires urgent relief from a court.

Ending this Contract

• 9.1

  Termination for non-payment: Practical Compliance may terminate this Contract by giving not less than 20 Business Days’ Notice to the Client if:

  1. the Client fails to pay Charges more than 20 Business Days after they are properly due; and
  2. Practical Compliance has written to the Client requesting payment during that 20 Business Day period.
• 9.2

  At any time during the term of this Contract Practical Compliance may notify the Client that it wishes to terminate this Contact. The Client will, within 20 Business Days following receipt of Practical Compliance’s Notice, notify Practical Compliance whether, in its absolute discretion, it consents to Practical Compliance’s Notice of termination. If the Client:

  1. consents, the Contract will be terminated on a date that is mutually agreed between the Parties, or
  2. does not consent, the Contract will continue in full force as if Practical Compliance’s Notice of termination had not been given.
• 9.3

  Client’s termination for cause: The Client may terminate this Contract immediately, by giving Notice, if Practical Compliance:

  1. ceases for any reason to continue in business or to deliver the Services; or
  2. is in material breach of any of its obligations under this Contract and the breach cannot be remedied;
• 9.4

  Termination for unremedied breach:

  1. If a Party materially breaches this Contract (defaulting Party) and that breach can be remedied, the non-defaulting Party may give a default Notice to the defaulting Party.
  2. A default Notice must state:
  3. the nature of the breach, and
  4. the time and date by which it must be remedied.
  5. The period allowed to remedy the breach must be reasonable given the nature of the failure.
  6. The non-defaulting Party may terminate this Contract immediately by giving a further Notice to the defaulting Party if the defaulting Party does not remedy the breach as required by the default Notice.
  7. If the Client gives a default Notice to Practical Compliance, the Client may also:
     • withhold any payment of Charges due until the breach is remedied as required by the default Notice, and/or
     • if the breach is not remedied as required by the default Notice, deduct a reasonable amount from any Charges due to reflect the reduced value of the Services to the Client.
• 9.5

  Practical Compliance’s obligations:

  1. On giving or receiving a Notice of termination, Practical Compliance must:
     • comply with any conditions contained in the Notice, and
     • immediately do everything reasonably possible to reduce its losses, costs and expenses arising from the termination of this Contract.
  2. On termination or expiry of this Contract, Practical Compliance must, if requested by the Client, immediately return or securely destroy all Confidential Information and other material or property belonging to the Client.
• 9.6

  Accrued rights: The termination or expiry of this Contract does not affect any rights of a Party which:

  1. accrued prior to the End Date, or
  2. relate to any breach of this Contract that arose prior to the End Date.
• 9.7

  Client’s rights: If this Contract is terminated the Client:

  1. will only be liable to pay Charges that were due for Services delivered before the effective date of termination, and
  2. may recover from Practical Compliance or set off against sums due to Practical Compliance, any Charges paid in advance for Services or Deliverables that have not been provided.
• 9.8

  Handing over the Services:

  1. Practical Compliance will provide all reasonable assistance and cooperation necessary to facilitate a smooth handover of the Services to the Client or any person appointed by the Client during the term of this Contract and for a period of 10 Business Days after the End Date.
  2. If required by the Client, Practical Compliance will provide additional assistance to support any replacement Practical Compliance to deliver the Services, for a period of up to 3 months from the End Date at a reasonable fee to be agreed between the Parties, based on the Charges.

Intellectual Property Rights

• 10.1

  Ownership of Intellectual Property Rights:

  1. Pre-existing Intellectual Property Rights remain the property of their owner.
  2. New Intellectual Property Rights in the Deliverables become the property of the Client when they are created, and Practical Compliance agrees to do all things necessary to give effect to this clause.

Confidential Information

• 11.1
  Protection of Confidential Information: Each Party confirms that it has adequate security measures to safeguard the other Party's Confidential Information from unauthorised access or use by third parties, and that it will not use or disclose the other Party's Confidential Information to any person or organisation other than as permitted by law.

Notices

• 12.1

  Requirements: All Notices must be:

  1. in writing and delivered by hand or sent by post, courier or email to the recipient Party's address for Notices stated in Schedule 1, and
  2. signed, or in the case of email sent, by the appropriate manager or person having authority to do so.
• 12.2

  Receipt of Notices: A Notice will be considered to be received:

  1. if delivered by hand or sent by courier, on the date it is delivered
  2. if sent by post within New Zealand, on the 5th Business Day after the date it was sent
  3. if sent by post internationally, on the 9th Business Day after the date it was sent, or
  4. if sent by email, at the time the email enters the recipient's information system and it is not returned undelivered or as an error,

  but a Notice received after 5pm on a Business Day or on a day that is not a Business Day will be considered to be received on the next Business Day.

Extraordinary Events

• 13.1
  No liability: Neither Party will be liable to the other for any failure to perform its obligations under this Contract to the extent the failure is due to an Extraordinary Event.
• 13.2

  Obligations of affected Party: A Party who wishes to claim suspension of its obligations due to an Extraordinary Event must notify the other Party as soon as reasonably possible. The Notice must state:

  1. the nature of the circumstances giving rise to the Extraordinary Event
  2. the extent of that Party's inability to perform under this Contract
  3. the likely duration of that non-performance, and
  4. what steps are being taken to minimise the impact of the Extraordinary Event on the performance of this Contract.
• 13.3
  Termination: If a Party is unable to perform any obligations under this Contract for 20 Business Days or more due to an Extraordinary Event, the other Party may terminate this Contract immediately by giving Notice.

General

• 14.1

  Variations: A Variation must be agreed by both Parties and recorded:

  1. in writing and signed by both Parties, or
  2. through an exchange of emails,

  where the signatories or authors have delegated authority to approve the Variation.

• 14.2
  Entire contract: This Contract, including any Variation, records everything agreed between the Parties relating to the Services. It replaces any previous communications, negotiations, arrangements or agreements that the Parties had with each other relating to the Services before this Contract was signed, whether they were oral or in writing.
• 14.3

  Waiver: If a Party does not immediately enforce its rights under this Contract that:

  • does not mean that the other Party is released or excused from any obligation to perform at the time or in the future, and
  • does not prevent that Party from exercising its rights at a later time.
• 14.4
  New Zealand laws: This Contract will be governed and interpreted in accordance with the laws of New Zealand.
• 14.5
  Publication: Practical Compliance must obtain the Client's prior written approval before making reference to the Client or this Contract in its publications, public statements, promotional material or promotional activities.
• 14.6
  No derogatory remarks: Each Party undertakes not to publicly make objectionable or derogatory comments about the Services, this Contract, the other Party or any of the other Party’s Personnel, and to ensure that its Personnel do not do so.
• 14.7
  Signing the Contract: The date of execution is the date this Contract has been signed by both parties. This Contract is properly signed if each Party signs the same copy, or separate identical copies, including electronic copies, of Page 1.
• 14.8
  Clauses that remain in force: The clauses that by their nature should remain in force on expiry or termination of this Contract do so.

Definitions