HARROWFIELD PEOPLE DEVELOPMENT: TERMS & CONDITIONS OF TRADE
The Supplier is a services provider and has agreed to provide services to the Client in accordance with these T’s & C’s.
1. DEFINITIONS
1.1 Unless the context otherwise requires, the following expressions shall have the following meanings:
“T’s and C’s” means these Terms and Conditions and includes the schedule and privacy policy;
“Client” means any person or persons purchasing a Service from the Supplier as specified in any invoice, online acceptance, document or order. References to “Client” shall be deemed to be a reference to those parties jointly and each of them severally, if more than one.
“Commencement Date” means the date of the date that the Client accepts these T’s and C’s;
“Confidential Information” means any information disclosed in confidence to one party by the other party, whether of a business, financial, technical or non-technical nature or otherwise and whether existing in hard copy form, electronically or otherwise but does not include any information which is:
(a) on receipt by the recipient party, in the public domain or which subsequently enters the public domain without any breach of these T’s & C’s;
(b) on receipt by the recipient party, already known by that party (otherwise than as a result of disclosure by the other party);
(c) at any time after the date of receipt by the recipient party, received in good faith by the recipient party from a third party and required by law to be disclosed by the recipient party;
“Force Majeure Event” means any war, epidemic, pandemic (including the COVID-19 pandemic), riot, third party strike, natural disaster, actions by government, work stoppages or other circumstance of a similar nature that is outside of the control of the affected party;
“GST” means goods and services tax imposed under the Goods and Services Tax Act 1985;
“Intellectual Property” means copyright, patents, designs, trademarks, trade names, goodwill rights, rights in designs, moral rights, database rights, trade secrets, confidential information and any other intellectual proprietary right or form of intellectual property, in all cases whether or not registered or able to be registered in any country, and including the right to apply for the same and all rights and forms of protection of a similar nature or having equivalent or similar effect to any of these anywhere in the world from time to time;
“Material” means all hardcopy handouts, training and coaching material, graphs, checklists, recordings, power points, slideshows, brochures and all material used by the Supplier in the provision of Service to the Client.
“Service” means the service including coaching, training, projects, workshops or facilitation to be provided to the Client by the Supplier;
“Supplier” means Harrowfield & Associates Limited of Company Number 7373096 trading as Harrowfield People Development.
“Working Day” means a day other than a Saturday, Sunday or public holiday in Auckland.
2. CHARGES, PAYMENT AND CANCELLATION
Charges and Payment
2.1 The Client must pay the Supplier the amounts confirmed by the Supplier to the Client in writing. All bookings are confirmed in writing before the Service commences.
2.2 The Client must pay for any coaching Service within 20 days from the date of the invoice.
2.3 The Client must pay 50% of the fee upfront prior to commencement of the Service delivery date for any Service involving a project, training, workshops or facilitation provided by the Supplier. This fee is non-refundable. The 50% balance of the fee will be payable upon completion of the Service. Invoice payment terms are within 20 days from date of invoice or at least 5 working days before the Service delivery date, whichever is sooner.
2.2 All sums payable by the Client under these T’s and C’s shall be made in full, without set-off or counterclaim and, except to the extent required by law, free and clear of any deduction on account of tax or otherwise;
2.3 If the Client fails to make payment of any amount due under these T’s and C’s on the due date, the Supplier may without prejudice to its other rights require the Client to pay interest on the amount due from the due date until the date of payment, at a rate equal to 14% above the current overdraft rate that the Supplier has with its principal banker.
2.4 GST will be charged and is payable in addition to any price specified by the Supplier.
2.5 If any amount is not paid by the due date, the Supplier may suspend provision of Service until the Supplier receives payment in full of all outstanding amounts.
2.6 The price may be changed by the Supplier on the Supplier giving written notice to the Client of the new charges that will apply.
Cancellation
2.7 In the event of a cancellation or reschedule by the Client of a one-to-one coaching, group coaching, or one-to-one training Service within 3 working days prior to the delivery date, the full payment will be due/forfeited. The Client will be required to pay the full amount for the Service and no refund will be available. In the event of a cancellation or reschedule by the Client of a one-to-one coaching, group coaching or one-to-one training Service within 5 working days prior to the delivery date, 50% of the fee payment will be due/forfeited.
2.8 Once a statement of work has been signed for any Service involving projects, trainings, workshops, presentations or facilitation sessions provided by the Supplier, in the event of a cancellation of any such Service 6 working days or more prior to the delivery date, the non-refundable 50% upfront fee will be forfeited and no refund will be available.
2.9 Once a statement of work has been signed for any Service involving projects, trainings, workshops, presentations or facilitation sessions provided by the Supplier, in the event of a cancellation of any such Service within 5 working days or less prior to the delivery date, the full payment will be due/forfeited. The Client will be required to pay the full amount for the Service and no refund will be available.
Postponement of projects, trainings, workshops, presentations or facilitation sessions
2.10 Once booked, if a Client requires the Supplier to change the date of any Service involving projects, trainings, workshops, presentations or facilitation sessions provided by the Supplier within 20 to 6 working days prior to the agreed delivery date, the Client will incur a date transfer fee of $450 plus GST. Once booked, if a Client requires the Supplier to change the date of any Service involving a project, training, workshops, presentations or group facilitation provided by the Supplier within 5 working days or less prior to the agreed delivery date, the Client will incur a date transfer fee of $950 plus GST.
3. ACCEPTANCE
3.1 The Client acknowledges and agrees that it is immediately bound, jointly and severally by these terms and conditions if the Client accepts provision of any Services.
3.2 Any variation made by the Client to the terms and conditions will not be binding on the Supplier unless expressly agreed to by Supplier in writing. In the event of inconsistencies between these terms and the terms of any other document or agreement, these terms and conditions shall prevail.
4. TERM
4.1 These T’s & C’s will commence on the Commencement Date and remain effective for the term as agreed by the parties in writing or until terminated by either party under clause 11.
5. PROVISION OF SERVICE
5.1 The Supplier will provide the Service to the Client in accordance with these T’s & C’s. The Service is provided to the Client on a non-exclusive basis and the Client’s right to use the Service is not transferable. The Supplier may provide the Service to the Client at any location in conjunction with the Client or independently, at the Client’s or the Supplier’s premises or at another location or venue.
5.2 The Supplier will provide the Service to the Client:
(a) with reasonable skill and care; and
(b) in accordance with:
(i) these terms and conditions;
(ii) currently accepted principles and practices applicable to the provision of the Service;
(iii) all applicable laws; and
(iv) the reasonable instructions of the Client.
6. CLIENT OBLIGATIONS
6.2 The Client must provide the Supplier with full and safe access to the site where the Service will be delivered as is reasonably required by the Supplier.
6.3 The Client shall make available to the Supplier in a timely manner all assistance, including personnel, information, facilities, services and equipment, reasonably required by the Supplier for the performance of its obligations under these T’s and C’s.
7. PROTECTION OF INTELLECTUAL PROPERTY
7.1 The Supplier is the sole owner of all rights (including Intellectual Property rights) in the Material supplied under these T’s and C’s.
7.2 All Intellectual Property in the processes, methodology and know-how used by the Supplier in its performance of these T’s & C’s, is the property of the Supplier. The Client may engage the Supplier to create and supply Material that is custom made for the Client’s specific requirements, in this case the Supplier may provide the Client with consent to copy, alter, modify, reproduce or share the Material but such consent will need to be provided to the Client in writing.
7.3 Subject to any third-party Intellectual Property rights, the Supplier owns any Intellectual Property arising as a result of the Service.
7.4 The Client must not, nor may it permit any other person without the consent of the Supplier to:
7.4.1 copy, alter, modify, reproduce or share the Material;
7.4.2 alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality, proprietary or trade secret in relation to the Material;
7.4.3 make any of the Material available to any person other than its employees without the prior written consent of the Supplier;
7.4.5 do any act that would or might invalidate or be inconsistent with the Supplier’s Intellectual Property rights;
7.4.6 record any Service provided and acknowledges that the Supplier will not supply any recordings of any Service provided; or
7.4.7 use the Material to undertake its own, coaching, training, projects, workshops or facilitation to the exclusion of the Supplier.
7.5 The Client must, at the Supplier’s expense, take all such steps as the Supplier may reasonably require to assist the Supplier to maintain the validity and enforceability of the Supplier’s Intellectual Property rights.
7.6 The Client must notify the Supplier of any actual, threatened, or suspected infringement of any Intellectual Property right and of any claim by any third party that any use of the Material infringes any rights of any other person as soon as that infringement or claim comes to the Client’s notice.
7.7 The Client indemnifies the Supplier against any loss, costs, expenses, demands or liability, whether direct, indirect or consequential or otherwise, and whether arising in contract, tort (including in each case negligence), or equity or otherwise, arising out of a claim by a third-party alleging infringement of that third party’s Intellectual Property rights if such claim arises from infringement, suspected infringement or alleged infringement.
8. CONFIDENTIAL INFORMATION
8.1 The parties recognise and acknowledge the confidential nature of the Confidential Information.
8.2 Neither party may use or disclose any Confidential Information other than:
(a) to its employees, directors, or contractors to the extent necessary in the performance of these T’s & C’s; or
(b) with the express prior written consent of the other party or to its professional advisers.
9. TERMINATION
9.1 Either party may terminate these T’s & C’s immediately if the other party:
(a) breaches any of its obligations under these T’s & C’s and fails to remedy the breach within 10 days of receiving notice requiring the breach to be remedied; or
(b) becomes insolvent or goes into liquidation or has a receiver or statutory manager appointed over its assets or ceases to carry on business or makes any arrangement with its creditors.
9.2 On termination of these T’s & C’s:
(a) all amounts due to the Supplier will become immediately due and payable;
(b) the Supplier will cease to provide the Service to the Client;
(c) the provisions of these T’s & C’s that are by their nature intended to survive termination will remain in full force.
10. LIABILITY
10.1 The Supplier will only be liable for losses (excluding loss of business or profits) which flow directly from a breach of these T’s & C’s up to a maximum of the amount paid by the Client to the Supplier in the one month preceding the event giving rise to the claim under these T’s & C’s.
10.2 The Supplier shall not have any liability or responsibility to the Client for any loss, damage or injury whether arising in contract, tort, equity or otherwise which does not flow directly or naturally (ie in the ordinary course of things) from a breach of these T’s and C’s including, in each case consequential loss of business or profits or other loss.
10.3 The Supplier does not accept responsibility for anyone acting as a result of information or views expressed on the provision of the Services including in the Material. Opinions expressed in the Material and in the provision of the Services are those of individual trainers.
10.4 The information provided in the Material is provided for informational purposes only. The Material is general in nature, is not offered as advice on a particular matter and should not be relied on as such. The Supplier is not liable for any loss resulting from any action taken or reliance made by the Client on any Material or the Services.
10.5 The Supplier reserves the right to change the content of any training guide at any time without prior notice.
11. CONSUMER GUARANTEES ACT
11.1 If the Client is acquiring or holding itself out as acquiring services under these T’s and C’s for business purposes, then the Consumer Guarantees Act 1993 will not apply.
12. INDEMNITY
12.1 The Client shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in enforcing its rights under these terms and conditions, including but not limited to internal administration fees, legal costs on a solicitor and own client basis, any collection agency costs and all costs and disbursements incurred in recovering any amounts owed by the Client to the Supplier.
13. FORCE MAJEURE
13.1 Either party may suspend its obligations to perform these T’s & C’s if it is unable to perform as a direct result of a Force Majeure Event. Any such suspension of performance must be limited to the period during which the Force Majeure Event continues.
13.2 Where a party’s obligations have been suspended pursuant to clause 18.1 for a period of 30 days or more, the other party may immediately terminate these T’s & C’s by giving notice in writing to the other party.
14. ASSIGNMENT
14.1 The Client shall not assign or subcontract its rights or obligations under these T’s & C’s without the prior written consent of the Supplier.
15. FURTHER ASSURANCES
15.1 The parties must each do all such further acts (and sign any documents), as may be necessary or desirable for effecting the transactions contemplated by these T’s & C’s.
16. WAIVER
16.1 No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.
17. INDEPENDENT CONTRACTOR
17.1 The Supplier is an independent contractor to the Client and is in all respects independent of the Client. Nothing in these T’s & C’s constitutes either party a partner, agent, employee or joint venturer of the other.
18. SUSPENSION
18.1 The Supplier may suspend performance of its obligations under these T’s & C’s for so long as it is unable to perform for reasons outside of its control.
19. ENTIRE AGREEMENT
19.1 These T’s & C’s constitute the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of these T’s & C’s.
20. PRIVACY
20.1 The Supplier’s Privacy Policy forms part of these T’s and C’s and sets out how the Supplier collects, uses and discloses information about the Client during the provision of Services to the Client. For more information on where, how and why the Supplier might collect information and the Client’s rights with respect to that information please refer to the Supplier’s Privacy Policy.
21. NOTICES
21.1 Any notice or other communication in connection with these T’s & C’s shall be:
(a) in writing and marked for the attention of the person specified in the Supplier’s online portal or any replacement person notified by the relevant party; and
(b) left at the address or sent by prepaid post or email to the address of the relevant party specified in the Supplier’s online portal or any replacement address notified by that party.
21.2 Notices or other communications are deemed received:
(a) if delivered by hand, on delivery or if delivered by post:
(i) on the third Working day following posting if sent and received within New Zealand; and
(ii) on the tenth Working day following posting to or from an overseas destination;
(b) if delivered by email, on sending, provided that the sender does not receive a delivery failure notification.
22. DISPUTE RESOLUTION
22.1 Where any dispute arises between the parties concerning these T’s & C’s or the circumstances, representations, or conduct giving rise to these T’s & C’s, no party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause.
22.2 The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within seven days of receipt of the notice, give written notice to the first party naming its representative for the negotiations. Each representative nominated shall have authority to settle or resolve the dispute.
22.3 If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then either party may refer the dispute to mediation.
22.4 The mediation must be conducted in terms of the Resolution Institute New Zealand Standard Mediation Agreement. The mediation must be conducted by a mediator at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected and his/her fee determined by the Chair for the time being of the Resolution Institute New Zealand.
23. GOVERNING LAW
23.1 These T’s & C’s shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
