Terms of Trade

 

I Spy Ltd – Terms & Conditions of Trade

1. Definitions

“Contractor” shall mean I Spy Ltd its successors and assigns or any person acting on behalf of and with the authority of I spy Ltd.
1.1 “Customer” shall mean the Customer (or any person acting on behalf of and with the authority of the Customer) as described on any quotation, work authorisation or other form as provided by the Contractor to the Customer.
1.2 Guarantor” shall mean that person (or persons), or entity, who agrees to be liable for the debts of the Customer on a principal debtor basis.
1.3 Services” shall mean all services supplied by the Contractor to the Customer and includes any advice or recommendations.
1.4 Price” shall mean the price payable for the service as agreed between the Contractor and the Customer in accordance with clause 3 of this Contract.

2 Acceptance

2.1 Any instructions received by the Contractor from the Customer for the supply services and/or the Customer’s acceptance of services supplied by the Contractor shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Customer has entered into this agreement, the Customers shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Customer the terms and conditions are binding and can only be amended with the written consent of the Contractor.
2.4 The Customer shall give the Contractor not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer or any change in the Customer’s name and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s address, facsimile number, or business practice). The Customer shall be liable for any loss incurred by the Contractor as a result of the Customer’s failure to comply with this clause.

3 Price And Payment

3.1 At the Contractor’s sole discretion the Price shall be either:
3.1.1 as indicated on invoices provided by the Contractor to the Customer in respect of Services supplied; or
3.1.2 the Contractor’s current price at the date of delivery of the Service according to the Contractor’s current Price list, or hourly rate ; or
3.1.3 The Contractor’s quoted Price (subject to clause 3.2) which shall be binding upon the Contractor provided that the Customer shall accept the Contractor’s quotation in writing within thirty (30) days.
3.2 Any variation from the plan of scheduled works or specifications (including, but not limited to, any variation as a result of additional works required due to hidden or unidentifiable difficulties such as access ,will be charged for on the basis of the Contractor’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
3.3 The Customer shall pay to the Contractor reasonable travel costs at a rate of 62cents per kilometre for Travel outside the greater Nelson region bounded by The Northern Trafalgar St Roundabout, Kinzett Tce roundabout, and Appleby Highway Roundabout.
3.4 At the Contractor’s sole discretion a deposit may be required.
3.5 Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Customer and the Contractor.
3.6 GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4 Defects

4.1 The Customer shall inspect the Services provided by the Contractor and shall within seven (7) days of delivery (time being of the essence) notify the Contractor of any alleged defect, damage or failure to comply with the description or quote. The Customer shall afford the Contractor an opportunity to inspect the area serviced within a reasonable time following completion of the service provided. if the Customer believes the Service provided is defective in any way. If the Customer shall fail to comply with these provisions the completed works shall be presumed to be free from any defect. For defective Works, the Contractor’s liability is limited to undertaking remedial work on the agreed fault.

5 Default & Consequences Of Default

5.1 Interest on overdue invoices shall accrue from the date when payment becomes due daily until the date of payment at a rate of 2.5% per calendar month and such interest shall compound monthly at such a rate after as well as before any judgment.
5.2 If the Customer defaults in payment of any invoice when due, the Customer shall indemnify the Contractor from and against all costs and disbursements incurred by the Contractor in pursuing the debt including legal costs on a solicitor and own client basis and the Contractor’s collection agency costs.
5.3 Without prejudice to any other remedies the Contractor may have, if at any time the Customer is in breach of any obligation (including those relating to payment), the Contractor may suspend or terminate the supply of Goods to the Customer and any of its other obligations under the terms and conditions. The Contractor will not be liable to the Customer for any loss or damage the Customer suffers because the Contractor has exercised its rights under this clause.
5.4 If any account remains overdue after thirty (30) days then an amount of the greater of $20.00 or 10.00% of the amount overdue (up to a maximum of $200) shall be levied for administration fees which sum shall become immediately due and payable.
5.5 Without prejudice to the Contractor’s other remedies at law the Contractor shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to the Contractor shall, whether or not due for payment, become immediately payable in the event that:
5.5.1 any money payable to the Contractor becomes overdue, or in the Contractor’s opinion the Customer will be unable to meet its payments as they fall due; or
5.5.2 the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the
Customer.

6 Cancellation

6.1 The Contractor may cancel any contract to which these terms and conditions apply by giving written notice to the Customer. On giving such notice the Contractor shall repay to the Customer any sums paid in respect of the Price. The Contractor shall not be liable for any loss or damage whatever arising from such cancellation.
6.2 In the event that the Customer cancels any contract the Customer shall be liable for any loss incurred by the Contractor (including, but not limited to, any loss of profits) up to the time of cancellation.

7 Privacy Act 1993

7.1 The Customer and the Guarantor/s (if separate to the Customer) authorises the Contractor to:
7.1.1 collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s creditworthiness or marketing products and services to the Customer; and disclose information about the Customer, whether collected by the Contractor from the Customer directly or obtained by the Contractor from
any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.
7.2 Where the Customer and/or Guarantors are an individual the authorities under clause 7.1 are authorities or consents for the purposes of the Privacy Act 1993.
7.3 The Customer and/or Guarantors shall have the right to request the Contractor for a copy of the information about the Customer and/or Guarantors retained by the Contractor and the right to request the Contractor to correct any incorrect information about the Customer and/or Guarantors held by the Contractor.

8 Report Parameters

8.1 Any report provided to the customer by the contractor is designed to highlight any possible failure or detariation in the performance of a component or system. Any report provided by the contractor serves only as an indication and not a quantitive measure of the perceived failure. It is the customers responsibility to determine any fault or corrective measures that need to be taken and is recommended that any faults should be investigated by a suitably qualified person.

9 General

9.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
9.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
9.3 The Contractor shall be under no liability whatever to the Customer for any indirect loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by the Contractor of these terms and conditions.
9.4 In the event of any breach of this contract by the Contractor the remedies of the Customer shall be limited to damages which under no circumstances shall exceed the contract price for Services provided and limited to the amount of monies paid to the Contractor by the Customer in Part or Full whichever is the lesser amount.
9.5 The Customer shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Customer by the Contractor.
9.6 The Contractor may license or sub-contract all or any part of its rights and obligations without the Customer’s consent.
9.7 The Contractor reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Contractor notifies the Customer of such change.
9.8 The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted from the Contractual Remedies Act 1979.
9.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
9.10 The failure by the Contractor to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Contractor’s right to subsequently enforce that provision.