1 Interpretation

1.1 Conditions means these terms and conditions for the supply of Services by Paterson Pitts Limited Partnership (‘PPLP”) to the Client.
1.2 Contract has the meaning given in clause 2.2 of these Conditions.
1.3 GST means the tax payable on Taxable Supplies within the meaning of the Goods and Services Tax Act 1985 and any related legislation imposing such tax or legislation that is enacted to validate, recapture or recoup such tax.
1.4 Parties means PPLP and the Client and ‘Party’ means either of them.
1.5 Client means a person, being an incorporated or unincorporated business or an individual, who acquires the Services from PPLP.
1.6 Related Company has the meaning given in section 2 of the Companies Act 1993.
1.7 Services means the professional services and related activities performed by PPLP for the Client in accordance with these Conditions.
1.8 PPLP means PPLP New Zealand Limited (Company Number 478807) having its registered office at 229 Moray Place, Dunedin 9058.

2 Acceptance of Conditions

2.1 All orders for Services are accepted by PPLP on and subject to these Conditions and any special terms and conditions which are agreed to by PPLP in writing.
2.2 A contract will be formed between PPLP and the Client each time that PPLP accepts instructions for or otherwise agrees to supply Services to the Client.
2.3 These Conditions apply to the exclusion of all prior discussions, representations, understandings and arrangements and all other conditions and other representations (contractual or otherwise), whether or not endorsed or delivered with or referred to in any order or other documents delivered by the Client to PPLP.
2.4 Where a Contract relates to Services that are within the scope of an existing master services agreement, head contract or other framework agreement, the order of precedence stated in the master services agreement, head contract or other framework agreement prevails.
2.5 The Client shall provide to PPLP as soon as practicable following request for information, all information in his or her power to obtain, which may pertain to the services rendered.

3 Fees & Payment

3.1 PPLP shall be entitled to charge the Client fees, which shall be fair and reasonable in respect of the services rendered. These charges shall be based on the degree of responsibility and skill involved and the time necessary to undertake or complete any work subject to a premium in respect of urgency.
3.2 The Client must pay PPLP the specified fees and expenses for the Services at the times and in the manner set out in these Conditions. Unless otherwise indicated, prices are exclusive of all taxes and charges, which the Client must pay.
3.3 Payment of all application and lodgement fees or any other similar disbursements required in order for PPLP to carry out this engagement for the Client are the responsibility of the Client and once authorised for payment by PPLP shall be paid direct by the Client to the organisation concerned. In the event, however, that PPLP are for any reason required to make any payments of behalf of the Client they will be entitled to a service fee for doing so and any such outstanding accounts will bear interest per clause 3.4.
3.4 All amounts payable by the Client are due on the 20th of the month following the month of issue of each invoice unless otherwise agreed in writing between the parties. We may charge interest on unpaid accounts at the rate of 4% per annum above the ANZ base lending rate calculated on a daily basis and charged monthly. We may take action to recover unpaid accounts and charge you the cost of that recovery
3.5 Payments made by credit card may be subject to a surcharge.
3.6 If the Client, acting reasonably, disputes an invoice, or part of an invoice, the Client must promptly give the reasons for withholding the disputed amount and pay any undisputed amount in accordance with clause 3.4.
3.7 PPLP may set off any amount owed by the Client against any amount of money that the Client owes PPLP and the Client waives any equivalent right to set off.

4 Intellectual Property

4.1 Intellectual property prepared or created by PPLP in carrying out the Services (‘New Intellectual Property’) will be wholly owned by PPLP.
4.2 Intellectual property owned by a Party prior to the commencement of any Contract and intellectual property created by a Party independently of that Contract remains the property of that Party.
4.3 The ownership of any data and factual information collected by PPLP and paid for by the Client will, after payment by the Client, lie with the Client. PPLP does not warrant the suitability of New Intellectual Property for any purpose other than the Services to which the relevant Contract relates.

5 Health & Safety

5.1 PPLP will not assume any duty imposed on the Client under the Health and Safety at Work Act 2015 (‘the Act’) or any other legislation arising out of the Services. The Client acknowledges and agrees that, for the purpose of the Act, PPLP will not at any time have management or control of the client’s workplace where the product of the Services may be used.

6 Default

6.1 If the Client defaults in the performance of any of its obligations under these Conditions, commences to be wound up or is placed under official management or into liquidation or has a receiver and/or manager appointed in respect of any of its assets or becomes insolvent, commits any act of bankruptcy or becomes subject to any other analogous event, PPLP may in its complete and unfettered discretion exercise any or all of the following rights in addition to any other rights it may have under these Conditions or at law: (a) suspend performance of Services for the Client;
(b) terminate any Contract in relation to any Services that have not been completed;
(c) withdraw any credit facilities which may have been extended to the Client and require immediate payment of all moneys owed to PPLP by the Client; and
(d) issue an invoice for, and demand immediate payment of, Services ordered by the Client but not completed.
6.2 All costs incurred by PPLP relating to any action taken by PPLP to recover monies due from the Client (including, without limitation, legal or other debt collection costs) are payable by the Client on an indemnity basis and immediately on demand.

7 Liability

7.1 The Client acknowledges and agrees that the Services are completed solely and exclusively for the Client’s use. PPLP accepts no liability whatsoever for any reliance on or use of the Services, in whole or in part, for any use or reliance by any third party.
7.2 PPLP’s liability to the Client (whether arising under statute, contract, tort (including negligence), equity or otherwise) arising out of or in any way connected with the supply of Services and/or any Contract, is limited to the resupply or paying for the cost of resupplying the Services that fail to comply with the Contract.
7.3 The Client shall indemnify PPLP against the adverse effects of all claims including such claims by third parties which arise out of or in connection with the Agreement.
7.4 PPLP will have no liability whatsoever to the Client, its related Companies or any other party arising out of or in any way connected with the Services or a

Contract, including without limitation for:
(a) any direct, indirect or consequential loss or damage, any loss of actual or anticipated savings, opportunity, revenue, profit, any delay in delivering the Services or goodwill, or other economic loss; and/or
(b) any claim, action or proceeding by a third party against the Client (or any loss, damages or liability incurred or suffered by the Client as a result of any such claim, action or proceeding).

8 Miscellaneous

8.1 These Conditions set out the entire agreement between the Parties in relation to their subject matter.
8.2 PPLP may modify these Conditions at any time. The version of these Conditions published on PPLP’s website as at the date of any Contract (as determined under clause 2.2) will apply to that Contract.
8.3 A Party waives a right under these Conditions only if it does so in writing. A party does not waive a right simply because it fails to exercise the right, delays exercising the right or only exercises part of the right. A waiver of one breach of a term of these Conditions does not operate as a waiver of another breach of the same term or any other term.
8.4 If a provision in these Conditions is wholly or partly invalid or unenforceable, that provision or the part of it that is invalid or unenforceable must, to that extent, be treated as deleted from these Conditions. This does not affect the validity or enforceability of the remaining provisions.
8.5 These Conditions and each Contract is governed by the New Zealand law, the New Zealand courts have jurisdiction in respect of the same.
8.6 The Client may suspend all or part of the services or terminate this agreement by notice to PPLP in writing who shall immediately make arrangements to stop the services and minimise further expenditure. PPLP will be entitled in that event to payment of fees and other job costs up to the effective date of postponement or determination and such other fees or costs as are incidental to the orderly termination of the engagement. Suspension or termination shall not prejudice or affect accrued rights or claims and liabilities of the parties.
8.7 PPLP may terminate the engagement in the event that the Client fails to make prompt payment of fees or other payments but will not do so unless PPLP has given not less than one month’s notice of their intention to cancel the engagement for that reason and PPLP continues to be entitled to payment of all fees and job costs up to the effective date of that postponement or termination and such other fees and costs incidental to the orderly termination of the engagement.
8.8 The Client may order variations to the services in writing and may require PPLP to make proposals for variation to the services. PPLP reserves the right to vary the fees in the case of changes to a scope of work.
8.9 PPLP shall retain copyright of all documents it has prepared for no less than 7 years, or longer if required by law. The Client shall be entitled to use them or copy them for the purposes of the project. The ownership of data and factual information collected by PPLP and paid for by the Client shall, after payment by the Client, lie with the Client. Storage of this data and factual information will be provided by PPLP at no cost to the Client but PPLP retains the right to use it at its own discretion. The Client shall have no right to use any of the documents where any or all of the fees and expenses payable to PPLP have not been paid in accordance with this agreement.
8.10 Disputes between PPLP and the Client shall be referred in the first instance to mediation and thereafter any unresolved disputes shall be referred to arbitration in accordance with the Arbitration Act 1996.
8.11 It is acknowledged and agreed by the Client and PPLP that where the Client acquires the services of PPLP for business purposes then the guarantees and the right of redress contained in the Consumer Guarantees Act 1993 shall not apply to the supply of services hereunder.
8.12 The Client authorises PPLP to collect, retain and use personal information about the Client, including the information contained in this agreement, for the purposes of assessing the Client’s credit worthiness, administering PPLP’s rights against the Client or marketing any services provided by PPLP.

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