1.0 Parties and Definitions to This Agreement
1.1 “Construct Health Ltd” for the purposes of this agreement, shall mean Construct Health, any person or entity acting for or on behalf of Construct Health or with the permission or authority of Construct Health.
1.2 “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 quotation, estimate, Engagement Agreement or notation as provided by Construct Health Ltd to the Client.
1.3 “Guarantor” shall mean any person (or persons), or entity, who agrees to be held liable for the debts incurred by the Client in the course of business between the Client and Construct Health Ltd on a principal debtor basis.
1.4 “Services” shall mean all services supplied by Construct Health Ltd to the Client and includes any recommendations or consultancy advice, seminars and meeting room hire.
1.5 “Price” shall mean the price payable for services as agreed between Construct Health Ltd and the Client in accordance with clause 4 of these Terms and Conditions.
2.0 Services           
2.1 The Services provided shall be described on our Statement of Works (SOW)/or Engagement Agreement, or any other such form as provided by Construct Health Ltd to the Client.
3.0 Service & Conduct
3.1 Where Construct Health Ltd performs work for you; it will ensure that competent and suitably experienced personnel carry out all work, in a professional manner and in accordance with appropriate standards.
3.2 While Construct Health Ltd will make every endeavor to ensure a fully professional approach to all work carried out, it cannot guarantee the results of recommendations as many factors are outside our control. Consequently, Construct Health Ltd shall not be liable for any consequences of the provision of services to you, except for consequences arising as a direct result of the proven negligence on the part of Construct Health Ltd.
4.0 Price and Payment
4.1 The price shall be at Construct Health Ltd.’s sole discretion, one or more of the following:

 

a)    The price as quoted by Construct Health Ltd to the Client. The quoted price or rates shall not alter providing the Client accepts Construct Health Ltd.’s quote in writing within thirty (30) days of the date of the quotation.

b)    Construct Health Ltd’s price as per Construct Health Ltd’s current rates as when the service is provided

c)     Travel is charged for travel in excess of 40 km road travel per day from the office. Kilometers travelled in excess of this daily maximum are charged at $1 per km. Time spent traveling in excesses of 30 minutes per day is charged at half the current hourly rate.

5.0 Payment Terms
5.1 Payment shall be at Construct Health Ltd’s sole discretion one or more of the following:

 

a)    All invoices shall be paid no later than the 20th day of the following month of the invoice date.

b)    Payment to approved Clients shall be made by installments in accordance with Construct Health Ltd’s payment schedule.

c)    Payments will be made as agreed between Construct Health Ltd and the Client. If no payment arrangement is made or payment terms agreed then payment shall be due as stated on the Invoice in cash, cheque, or by direct credit to Construct Health Ltd’s nominated account.

5.2 Payment shall not be deemed to have been received unless the payment is made in cash or cleared funds are deposited in Construct Health Ltd’s nominated account. Any other form of payment will not be receipted as paid until the transaction is deemed to be honored.
5.3 GST and other taxes and duties that may apply will be added to the Price unless they are expressly included in the Price.
6.0 Acceptance of Terms of Trade
6.1 Any engagement of Construct Health Ltd’s Services shall constitute acceptance of the Terms and Conditions of Trade of Construct Health Ltd by the Client. Should more than one Client enter into this agreement the Clients shall be jointly and severally liable for payment in full of the Price.
6.2 The terms and conditions of this agreement can only be amended with the written consent of Construct Health Ltd and shall be binding on the Client.
6.3 In the event that 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 Construct Health Ltd the Client shall be liable for any loss suffered by Construct Health Ltd due to the Client not complying with this provision.
7.0 Default and Consequences of Non-Payment
7.1 If the Client defaults in payment of any invoice when due, the Client shall pay all costs and disbursements incurred by Construct Health Ltd in pursuing the debt including legal costs on a solicitor and own Client basis and Construct Health Ltd’s collection agency costs. Disbursements incurred by Construct Health Ltd in pursuing the debt including legal costs on a solicitor and own Client basis and Construct Health Ltd’s collection agency costs.
7.2 Interest on overdue or unpaid invoices shall accrue from the date when payment becomes due daily until the date payment is received at a rate of 2.5% per calendar month and all interest shall compound monthly before and after any judgement until payment is received in full.
7.3 Construct Health Ltd at its discretion may suspend or terminate the supply of goods and/or services should the Client, at any time be in breach of any obligation to Construct Health Ltd (including those relating to payment). Construct Health Ltd will not be liable for any loss or damages the Client has deemed to have suffered because Construct Health Ltd has exercised their rights under this clause
7.4 If any account remains overdue after thirty (30) days then an amount of $20.00 or 10.00% of the amount overdue (up to a maximum of $200) whichever is the greater, shall be charged for administration fees and shall become immediately due and payable.
7.5 Without prejudice to Construct Health Ltd’s other remedies at law, Construct Health Ltd shall be entitled to cancel all or any part of any supply agreement with the Client which remains unfulfilled and all amounts owing to Construct Health Ltd shall, whether or not due for payment, become immediately payable in the event that:

 

a)    any money payable to Construct Health Ltd becomes overdue of payment, or in Construct Health Ltd.’s opinion the Client will be unable to meet his payments as they become due; or

b)    the Client 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

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

8.0 Right of Cancellation
8.1 Construct Health 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 Construct Health Ltd shall repay to the Client any sums paid in respect of the Price. Construct Health Ltd shall not be liable for any damages or losses arising from such cancellation.
8.2 Should the Client cancel any contract with Construct Health Ltd the Client shall be liable for any loss incurred by Construct Health Ltd (including but not limited to loss of profits) up to the time of Cancellation.
9.0 Intellectual Property
9.1

 

 

Where Construct Health Ltd has designed, drafted or supplied written Works for the Client, then the copyright in those works and documents shall remain vested in Construct Health Ltd, and shall only be used by the Client. The Client shall not distribute or sell any works or documents to any third party as supplied to the Client by Construct Health Ltd without the written consent of Construct Health Ltd.
10.0 Privacy Act 1993
10.1 The Client and the Guarantor/s (if separate to the Client) authorizes Construct Health Ltd to:

 

(a)    collect, use and retain any information about the Client, for the purpose of assessing the Client’s creditworthiness or marketing products and services to the Client; and

(b)   disclose information about the Client, whether collected by Construct Health Ltd from the Client directly or obtained by Construct Health Ltd from any other party, 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 Client.

10.2 Where the Client and/or Guarantors are an individual the authorities under clause 10.1 are authorities or consents for the purposes of the Privacy Act 1993.
10.3 The Client and/or Guarantors shall have the right to request Construct Health Ltd for a copy of the information about the Client and/or Guarantors retained by Construct Health Ltd and the right to request Construct Health Ltd to correct any incorrect information about the Client and/or Guarantors held by Construct Health Ltd.
11.0 Dispute Resolution        
11.1

 

 

All disputes and differences between the Client and Construct Health 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.
12.0 General
12.1

 

 

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.
12.2 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 Nelson New Zealand or as otherwise directed by the Court.
12.3 Construct Health 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 Construct Health Ltd of these terms and conditions.
12.4 In the event of any breach of this contract by Construct Health 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 Construct Health Ltd by the Client in part or full whichever is the lesser amount.
12.5 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 Construct Health Ltd.
12.6 Construct Health Ltd may license or sub-contract all or any part of their rights and obligations without the Client’s consent.
12.7 Construct Health 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 Construct Health Ltd notifies the Client of such change.
12.8 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.
12.9 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.
12.10 The failure by Construct Health Ltd to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Construct Health Ltd’s right to subsequently enforce that provision.