CORE BUSINESS SYSTEMS LTD – STANDARD TERMS OF ENGAGEMENT

  1. Standard Terms of Engagement 

    These Standard Terms of Engagement (“Terms”) apply in respect of all work carried out by us for you, except to the extent that we otherwise agree with you in writing.

  2. Parties And Definitions to This Agreement 

    1. "CBS Ltd” for the purposes of this agreement, shall mean Core Business Systems Ltd, any person or entity acting for or on behalf of Core Business Systems Ltd or with the permission or authority of Core Business Systems Ltd.

    2. “Client” shall mean the Client, any person or entity acting for or on behalf of the Client or with the permission or authority of the Client as detailed on any proposal, engagement letter,  or notation as provided by CBS Ltd to the Client. 

    3. “Services” shall mean all services supplied by CBS Ltd to the Client and includes any recommendations or consultancy advice.

    4. “Fees” shall mean the price payable for services as agreed between CBS Ltd and the Client in accordance with clause 4 of this contract. 

  3. Services 

    1. The services which we are to provide for you are outlined in our proposal and or engagement letter. 

    2. Competent and suitably experienced personnel will carry out all work, in a professional manner and in accordance with appropriate standards. 

    3. CBS Ltd will make every endeavour to ensure a professional approach to all work carried out, it cannot guarantee the results of recommendations to third parties however, as many factors are outside our control. Consequently, CBS Ltd shall not be liable for any consequences of the provision of third-party services to you, except for consequences arising as a direct result of the proven negligence on the part of CBS Ltd.

  4. Financial

    1. Fees:

      1. The fees which we will charge or the way they will be arrived at, are set out in our proposal and or engagement letter.

      2. If the proposal and or engagement letter specifies a fixed fee, we will charge this for the agreed scope of our services. Work which falls outside that scope will be charged on an hourly rate basis. We will advise you as soon as reasonably practicable if it becomes necessary for us to provide services outside the agreed scope and if requested, give you an estimate of the likely amount of the further costs.

      3. Where our fees are calculated on an hourly basis, the hourly rates are set out in our proposal and or engagement letter. We are entitled to change our hourly rates from time to time. Please do not hesitate to contact us at any time in the future if you would like details of our current rates. The differences in those rates reflect the experience and specialisation of our professional staff. Time spent is recorded in 6 minute units, with time rounded up to the next unit of 6 minutes.

      4. Any quoted price or rate shall not alter providing the Client accepts CBS Ltd’s proposal and or engagement letter within thirty (30) days of the date of the quotation.

      5. Travel may be charged for travel in excess of 40 km road travel per day from the CBS’s Motueka office. Kilometres travelled in excess of this daily maximum are charged at 77c per km.

      6. Where external suppliers are engaged on your behalf, this will be charged to you at the suppliers prevailing rates, except where administrative costs are incurred by CBS Ltd. This shall be added to the supplier’s rate.

  5. Payment Terms 

    1. Invoices are payable on the 20th day of the month following the date of the invoice unless alternative arrangements have been made with us. 

  6. Acceptance Of Terms of Trade 

    1. Any engagement of CBS Ltd’s Services will constitute acceptance of our Standard Terms of Engagement.

    2. The terms and conditions of this agreement can only be amended with the written consent of CBS Ltd and shall be binding on the Client.

    3. If the Client proposes any change to the structure of the Clients business, a change in Shareholding, Name, Directors, Premises, postal address, registered office or Sale of the business the Client shall give no less than fourteen (14) days written notice of the proposed change or changes. If any loss is incurred by CBS Ltd the Client shall be liable for any loss suffered by CBS Ltd due to the Client for non-compliance with this provision.

  7. Default and Consequences of Non-Payment 

    1. We may require interest to be paid on any amount which is more than 7 days overdue. Interest will be charged at the rate of twelve per cent (12%) per annum and will be calculated daily from the due date for payment of the amount concerned. We may take action to recover unpaid amounts and charge you the cost of that recovery including, without limitation, recovery for our time. 

    2. Without prejudice to CBS Ltd’s other remedies at law, we shall be entitled to cancel all or any part of any supply agreement with the Client which remains unfulfilled until all amounts owing to CBS Ltd are paid. The right to cancel also applies where: 

      1. any money payable to CBS Ltd becomes overdue for payment, or in our opinion the Client will be unable to meet their payments as they become due; or 

      2. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters an arrangement with creditors, or makes an assignment for the benefit of its creditors; or 

      3. a receiver, liquidator, manager (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

  1. Right of Cancellation

    1. CBS Ltd may cancel any contract to which these Terms and Conditions apply or cancel the delivery of materials products or goods or service at any time before the materials, products or goods and the like are delivered, by giving written notice to the Client. On giving notice CBS Ltd shall repay to the Client any sums paid in respect of the Price. CBS Ltd shall not be liable for any damages or losses arising from such cancellation.

  2. Intellectual Property

    1. Where CBS Ltd has collected information from the Client in the process of carrying out the agreed works; such information will be subject to strict confidentiality. At the conclusion of Client services all company/organizational information will be deleted from CBS Ltd systems, no copies of any proprietary information will be retained.

    2. The Client shall not distribute or sell any works or documents to any third party as supplied to the Client by CBS Ltd without the written consent of CBS Ltd.. 

  3. Confidentiality and Privacy 

    1. Prior to engagement a non-disclosure / Confidentiality Agreement will be provided for signing between CBS Ltd and you. The Confidentiality Agreement is written by NZ solicitors according to NZ legislation.

    2. The Confidentiality Agreement covers:

      1. What the Confidential Agreement involves

      2. Security of Confidential Information

      3. Ownership and Warranty

      4. Excluded Information

      5. Undertaking not to Steal Customers and Staff

  4. Dispute Resolution

    1. All disputes and differences between the Client and CBS Ltd touching and concerning this agreement shall be referred to arbitration under a single arbitrator agreed upon by both parties, or failing agreement, by two arbitrators (one to be appointed by each party) and their umpire (appointed by them prior to arbitration), such arbitration to be carried out in accordance with provisions of the Arbitration Act 1996.

  5. General

    1. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the existence, validity legality and enforceability of the remaining provisions shall not be prejudiced, affected or impaired.

    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 or as otherwise directed by the Court.

    3. CBS Ltd shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by CBS Ltd of these terms and conditions.

    4. In the event of any breach of this contract by CBS Ltd the remedies of the Client 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 CBS Ltd by the Client in part or full whichever is the lesser amount.

    5. The Client shall not be entitled to set off against or deduct from the price any sums owed or claimed to be owed to the Client by CBS Ltd.

    6. CBS Ltd may license or sub-contract all or any part of their rights and obligations  without the Client’s consent.

    7. CBS Ltd 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 CBS Ltd notifies the Client of such change.

    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. Neither party shall be liable for any default due to any act of God, war, terrorism, fire, flood, drought, storm or other event beyond the reasonable control of either party.

    10. The failure by CBS Ltd to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect CBS Ltd’s right to subsequently enforce that provision.