Terms and Conditions
Terms and Conditions of Trade for the Supply of Consulting Services by Capability Network Ltd.
In these Terms and Conditions 'we', 'us' and 'our' refers to "Capability Network Ltd".
Parties and Definitions to this agreement
"CNL” for the purposes of this agreement, shall mean Capability Network Ltd, any person or entity acting for or on behalf of Capability Network Ltd or with the permission or authority of Capability Network Ltd.
“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 CNL to the Client.
“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 CNL on a principal debtor basis.
“Services” shall mean all services supplied by CNL to the Client and includes any recommendations or consultancy advice, workshops and seminars.
“Price” shall mean the price payable for services as agreed between CNL and the Client in accordance this contract.
The Services provided shall be described on our invoices, quotation, and/or Engagement Agreement, or any other such form as provided by CNL to the Client.
Service & Conduct
Where CNL 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.
While CNL will make every endeavour 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, CNL 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 CNL.
Price and Payment
The price shall be at CNL's sole discretion, one or more of the following:
(a) The price as quoted by CNL to the Client. The quoted price or rates shall not alter providing the Client accepts CNL's quote in writing within thirty (30) days of the date of the quotation.
(b) CNL's price as per CNL's current rates as when the service is provided.
(c) Road travel (mileage) will not be charged. Time spent traveling (over 30 mins a day) will be charged at the current hourly rate.
(d) The use of external suppliers on your behalf, excluding consultancy will be charged to you at the suppliers prevailing rates.
Payment shall be at CNL'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 by approved Clients shall be made by instalments in accordance with CNL's payment schedule.
(c) Payments will be made as agreed between CNL 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 CNL's nominated account.
Payment shall not be deemed to have been received unless the payment is made in cash or cleared funds are deposited in CNL's nominated account. Any other form of payment will not be receipted as paid until the transaction is deemed to be honoured.
GST and other taxes and duties that may apply will be added to the Price unless they are expressly included in the Price.
Acceptance of Terms of Trade
Any engagement of CNL's Services shall constitute acceptance of the Terms and Conditions of Trade of CNL 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.
The terms and conditions of this agreement can only be amended with the written consent of CNL and shall be binding on the Client.
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 CNL the Client shall be liable for any loss suffered by CNL due to the Client not complying with this provision.
Default and Consequences of Non-Payment
If the Client defaults in payment of any invoice when due, the Client shall pay all costs and disbursements incurred by CNL in pursuing the debt including legal costs on a solicitor and own Client basis and CNL's collection agency costs. Disbursements incurred by CNL in pursuing the debt including legal costs on a solicitor and own Client basis and CNL's collection agency costs.
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.
CNL at its discretion may suspend or terminate the supply of services should the Client, at any time be in breach of any obligation to CNL (including those relating to payment). CNL will not be liable for any loss or damages the Client has deemed to have suffered because CNL has exercised their rights under this clause.
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.
Without prejudice to CNL's other remedies at law, CNL shall be entitled to cancel all or any part of any supply agreement with the Client which remains unfulfilled and all amounts owing to CNL shall, whether or not due for payment, become immediately payable in the event that:
(a) any money payable to CNL becomes overdue of payment, or in CNL's opinion the Client will be unable to meet /her 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.
Right of Cancellation
CNL may cancel any contract to which these Terms and Conditions apply or cancel the delivery of service at any time before it is delivered by giving written notice to the Client. On giving notice CNL shall repay to the Client any sums paid in respect of the Price. CNL shall not be liable for any damages or losses arising from such cancellation.
Should the Client cancel any contract with CNL the Client shall be liable for any loss incurred by CNL (including but not limited to loss of profits) up to the time of Cancellation.
Where CNL has designed, drafted or supplied written works for the Client, then the copyright in those works and documents shall remain vested in CNL, 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 CNL without the written consent of CNL.
Where CNL provides staff, contractors or any form of personnel on secondment to the Client and the Client offers a contract or employment whether full time or part time to the secondi, which is accepted by the secondi during the secondment or within 180 days of the end of the secondment the Client shall pay CNL a placement fee of 25% + GST of the secondi’s annualised salary based on full time employment.
Privacy Act 1993
The Client and the Guarantor/s (if separate to the Client) authorises CNL 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 CNL from the Client directly or obtained by CNL 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.
Where the Client and/or Guarantors are an individual the authorities are authorities or consents for the purposes of the Privacy Act 1993.
The Client and/or Guarantors shall have the right to request CNL for a copy of the information about the Client and/or Guarantors retained by CNL and the right to request CNL to correct any incorrect information about the Client and/or Guarantors held by CNL.
All disputes and differences between the Client and CNL 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
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.
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 Hamilton New Zealand or as otherwise directed by the Court.
CNL 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 CNL of these terms and conditions.
In the event of any breach of this contract by CNL 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 CNL by the Client in part or full whichever is the lesser amount.
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 CNL.
CNL may license or sub-contract all or any part of their rights and obligations without the Client’s consent.
CNL 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 CNL notifies the Client of such change.
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.
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.
The failure by CNL to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect CNL's right to subsequently enforce that provision.
We are not liable for any loss or damages (including direct or indirect loss, or special or consequential loss) resulting from your access to, or inability to access, this Website, or from your reliance on the Information.
We endeavour to keep the information on the Website (Information) updated on a regular basis, but cannot guarantee that it will be up to date or that the information received from the Sources is accurate. Accordingly, We assume no legal liability or responsibility for the accuracy, currency or completeness of the Information. We are not liable for any loss or injury (however it might arise) that may result from reliance on the Information.
The Website contains links to other websites that are external to the Website (Linked Sites). While We have checked most Linked Sites for quality and accuracy, the nature of the internet means it is impossible to guarantee everything is as initially designed or checked or that all information available on the Linked Sites is accurate and reliable. Therefore, it is the responsibility of the user to make their own decisions about the accuracy, currency, reliability and correctness of information contained in Linked Sites and users that follow links to Linked Sites are responsible for educating themselves about the organisations that host them. We do not, in providing links to Linked Sites or checking them, endorse them and We will not be deemed to have recommended any services offered via Linked Sites or any treatment or procedures suggested within them. Nor are We to be deemed to corroborate any information contained within the Linked Sites.
We are likewise, not endorsing or recommending any services offered via the Website and any references to such services are for information purposes only.
The terms and conditions of use that apply to Linked Sites will be those set out in those sites and those terms and conditions may be different to these terms and conditions. Visitors to Linked Sites should review the terms and conditions of those sites.
The information on this Website is for personal and educational use only and is provided in good faith.
We accept no liability for any interference with or damage to a user’s computer system, software or data occurring in connection with this Website. Users are encouraged to take appropriate and adequate precautions to ensure that whatever is selected from this Website is free of viruses or other contamination that may interfere with or damage the user’s computer system, software or data.
We may collect your personal information (including, without limitation, your name, email address, phone number, and postal address) when you use this Website. You may decide not to provide your personal information to us. However, if you do not provide it, We may not be able to provide you with access to certain information or services.
When you visit this Website, We may use automated technology (such as usage monitoring software, cookies, and sessions) to collect and store certain information about your visit.
A cookie is a small portion of data sent from a website and stored in a user's web browser while a user is browsing a website. When the user browses the same website in the future the cookie data can be retrieved by the website to notify the website of the user's previous activity.
For more information on how to adjust your web browser settings for cookies see www.aboutcookies.org
For a guide to online behavioural advertising and online privacy see www.youronlinechoices.com
- Accepting a cookie does not give us access to your computer or personal information stored on your hard drive under any circumstances.
- Although you can configure your web browser to not accept cookies, if you do so you may experience a resulting loss of functionality of this Website
Use and disclosure
We will not use or disclose your personal information except in accordance with the New Zealand Privacy Act 1993. We may use your personal information to:
- Communicate with you;
- Analyse usage of this Website;
- Provide you with further information, news, and promotional material; and
- Improve the content of this Website and to customise this Website to your preferences.
We will not sell, rent, or lease your personal information to third parties. Your personal information will be made available internally for the above purposes and We will not disclose your personal information to third parties unless you have given us prior approval. By providing us with your personal information, you consent to our using and disclosing your personal information in the manner set out above.
We will only use or disclose personal information that you have provided to us, or which We have obtained about you:
for the above-mentioned purposes;
- If you have authorised us to do so;
- If We have given you notification of the intended use or disclosure and you have not objected to that use or disclosure;
- If We believe that the use or disclosure is reasonably necessary to assist a law enforcement agency or an agency responsible for national security in the performance of their functions;
- If We believe that the use or disclosure is reasonably necessary to enforce any legal rights We may have, or is reasonably necessary to protect the rights, property and safety of us, our customers, or others; or
- If We are authorised, required or permitted by law to disclose the information.
Storage and security
We will be the party that collects and stores personal information via this Website. We will take reasonable efforts to protect personal information that We hold from loss, misuse, unauthorised access, disclosure, alteration, or destruction.
Right to access and correct
You may request access to, or correction of, any personal information We hold about you by contacting us at [email protected]
To ensure that the personal information We hold about you is accurate and current, please notify us of any changes to your personal information as soon as possible.