By ordering services from us you agree to our standard terms of trade.
In these Terms of Trade we have used “we”, “us” and “our” to refer to Rocco Douglas Limited and “you” to refer to our customer. By ordering Services from us you agree to these Terms. For the purposes of these Terms, “Services” means all Services, marketing or otherwise to be provided by us to you.
1.1 Any quotation provided by us to you is accepted by you as the agreed price payable for the Services and for the length of the contract, if stated.
2. TERM OF ENGAGEMENT
2.1 If we have agreed on a length of the contract for the Services then you shall not be entitled to cancel the Services prior to the end of the specified time period. If we have agreed on the provision of Services on a monthly basis then you will give one month notice to cancel the Services.
3.1 All prices are GST exclusive, unless expressly stated to be otherwise.
3.2 Unless we have provided you with a quotation or we have otherwise agreed in writing the price you will pay for the Services, the amount you will be charged will be the price as set out on our website, roccodouglas.com for the services rendered and/or you will be charged on an hourly basis at the rate set out on our website.
3.3 Our Services are payable within seven days upon us issuing you an invoice for the Services.
4. PRIVACY OF INFORMATION AND THE PRIVACY ACT 1993
4.1 You authorise us to collect, retain and use information (including but not limited to customer databases, sales data and customer behavior analytics) about you and your business from any person for the purpose of marketing your products and services;
4.2 Where you the Customer and/or Guarantors are an individual the authorities under clause 5.1 are authorities or consents for the purposes of the Privacy Act 1993.
4.3 We will hold in confidence all information concerning you or your affairs that we acquire during the course of acting for you. We will not disclose any of this information to any other person except:
a. to the extent necessary or desirable to enable us to carry out your instructions; or
b. to the extent required by law.
4.4 Confidential information concerning you will as far as practicable be made available only to those within our team who are providing Services for you.
4.5 We will not disclose to you confidential information which we have in relation to any other client.
5.1 You shall at all times treat as confidential all non-public information and material received from us and shall not publish, release, or disclose the same without our prior written consent. For clarity, confidential information includes any new Intellectual Property and prices. For the purposes of this clause, “Intellectual Property” means all intellectual property rights including, without limitation, copyright, patent and design rights, drawings, documents, data, ideas, procedures, calculations and all other statutory and common law rights and interests.
6.1 You must pay for Services within seven days from the date of our invoice, unless we agree otherwise.
6.2 We may notify you at any time that we are going to stop supplying Services to you for non-payment of Services rendered. This shall be without prejudice to your obligation to pay amounts owing.
6.3 Receipt of a cheque, bill of exchange, or other negotiable instrument will not constitute payment and you remain liable for payment until payment is received by us. We may apportion payments to outstanding accounts as we see fit.
7.1 You will be in default if:
a. you fail to pay any amount due under these Terms by the due date for payment;
b. you commit a breach of any of your other obligations under these Terms or the terms of any other contract you have entered into, or enter into in the future,;
c. you become insolvent, are wound up, have a receiver appointed, enter into any composition or arrangement with your creditors, commit an act of bankruptcy, cease to be of full legal capacity, or die;
d. an event or a series of events (whether related or not) occurs which, in our opinion, may cause a material adverse change in your ability to meet your obligations with us.
7.2 If you are in default then we may, at our option, do any one or more of the following:
a. charge you default interest at 12% per annum on any late payments calculated on a daily basis from the due date until the date payment is received (both before and after judgment);
b. require you to remedy the default in the manner and within a period that we tell you;
c. require you to pay to us all amounts you owe us immediately;
d. suspend or terminate your account with us;
e. exercise any rights that we have under these Terms or that are available to us at law.
7.3 We may suspend or terminate your account with us at any time in our sole discretion. If your account is terminated, you must immediately pay us any amount you owe us. Termination will not affect any of our rights that have arisen before termination.
8. CONSUMER GUARANTEES ACT 1993 EXCLUDED
8.1 You acknowledge that the Services are acquired for you for the purposes of a business and that the provisions of the Consumer Guarantees Act 1993 do not apply. For the avoidance of doubt, the statutory guarantees provided for the in the Act are hereby excluded. If the Services are not acquired for this purpose, you will bring this to our attention at the time of placing your order.
8.2 You agree that the guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire Services and services from us “in trade” in terms of sections 2 and 43 of that Act.
9.1 Any claim or dispute arising under these Terms shall be determined by arbitration under the Arbitration Act 1996 if the parties are unable to resolve such dispute themselves within one (1) month of the dispute arising.
However, nothing in this clause prevents either party from taking immediate steps to seek any equitable relief before the New Zealand courts.
10.1 If we have given you a time for collection of the Services (or any part of them), such time is approximate only and is not deemed to be of the essence.
10.2 We shall not be liable for delay or failure to perform our obligations under these Terms if the cause of delay or failure is beyond our reasonable control.
11.1 These Terms replace any earlier representations, warranties, understandings and agreements (whether oral or written), and together with the Quotation Form (if any), constitute the entire agreement between us and you relating to their subject matter.
11.2 Any notice may be given by phone, in person, posted, or sent by facsimile or email to you or where you are a company, to any of your directors.
11.3 You must pay our costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms.
11.4 You shall not transfer or assign your rights, powers or obligations under these Terms without our prior written consent.
11.5 No failure or delay by us in insisting upon the strict performance of these Terms or exercising any right under these Terms will operate as a waiver of those matters.
11.6 We may change these Terms at any time. Any change applies from when we notify you of that change.