Terms and Conditions of Service
These terms and conditions of engagement are the standard terms on which Stem Systems provide services to Clients. Unless otherwise agreed to in writing by both parties, these Terms and Conditions will apply to the provision of all Services by Stem Systems.
- Definitions
- In these Terms and Conditions:
"Agreement" means any Service Agreement, estimate or other engagement documents entered into between Stem Systems and the Client (in whatever form) and includes these Terms.
"Client", "you" means the person or entity contracting with us or any person acting on behalf or with the authority of that person or entity.
"Stem Systems", "we", "us", or "our" means Stem Systems Limited.
"Services" means all services supplied by us to you and includes any advice or recommendations (and associated products).
"Fee" shall mean the cost of the Services as agreed between the Company and the Client.
"Services" means the services provided or to be provided by the Company to the Client.
"Quality Systems" means all documents and forms produced by Stem Systems for use by the Client.
"Terms" means these Terms and Conditions.
- In these Terms and Conditions:
- Acceptance
These Terms apply to all Services provided by the Stem Systems to the Client. - Authorisation
The CLIENT authorises Stem Systems to liaise with verifiers on their behalf to perform the Services. - Agreement Scope and Period
Services supplied, costs and rates are limited to the specifications within the Agreement. We reserve the right to adjust our service and rates after this period for
additional services, with current terms displayed on our website. Quality Systems are created on a "site by site" basis (unless otherwise stipulated) meaning that a system created for one site is not allowed to be amended by the CLIENT (or any other person) for any other premise. - Costs and Fees
Services are charged at either a fixed "one off" or subscription fee or, by default, our hourly rate in the range of $225-$275 per hour excluding GST. Fees are charged in 15-minute increments (or part thereof). A minimum chargeable fee of 1 hour applies to site visits. Travel is charged at either $1.25 per km (for road travel in our own vehicles); or, actual expenses associated with travel plus an hourly rate for the time spent travelling. Travel fees may be split between clients at our discretion. - Timeframes
Stem Systems will endeavour to meet the agreed timeframe in the Agreement. However, timings are subject to the CLIENT and verifier providing any requested information in a reasonable timeframe. - Payment
Invoices for Services will be issued on a monthly basis, and payment is required (without set-off or deduction) by the 20th of the following month. In the case of late payment, Stem Systems reserves the right to charge a late payment fee of 5% per week on the outstanding amount. The CLIENT is responsible for any debt collection fees that may come due. In the event of cancellation of the project prior to completion, the CLIENT is required to pay Stem Systems a fee for the work already completed. - Confidentiality
Stem Systems will not disclose to any third party, other than for the purposes of the Agreement, any information imparted or obtained by it which is secret or confidential in nature relating to the business, equipment or process employed by the CLIENT. This obligation of confidence will cease to apply in relation to information that Stem Systems is required to disclose by law, or which becomes part of the public domain other than as the result of a breach by Stem Systems of its obligation of confidence under the Agreement. - Copyright
Any material provided by Stem Systems may not be reproduced or transmitted in any form or by any means without the prior written permission of Stem Systems. Quality Systems and associated documents are provided in a pdf format, and may not be amended by the CLIENT (aside for hand written amendments) without the written permission of Stem Systems. - Disclaimer
In accordance with these Terms, whilst Stem Systems will carry out our Services with all care and diligence, Stem Systems does not accept any responsibility nor provide any warranty in relation to the outcome of any application or audit undertaken by a government verifier or any other organisation. - Limitation of Liability
- The Services and documents produced by Stem Systems are sold "as is". In all circumstances, the maximum liability of Stem Systems for damages for any and all causes whatsoever, and the CLIENT’s maximum remedy, shall be limited as set out in clause 11.4. In no event shall Stem Systems be liable for any loss of profits, loss of data, business interruption, verifier charges or fines, or for any indirect, incidental, special, consequential or exemplary or punitive damages arising out of or relating to the materials or the services provided by Stem Systems, even if Stem Systems has been advised of the possibility of such damages.
- The CLIENT acknowledges that the Services are being supplied for business purposes and as such the guarantees under the Consumer Guarantees Act 1993 do not apply pursuant to Section 43 of that Act.
- Neither Stem Systems nor any of its directors, officers or staff shall be liable to the CLIENT (whether in contract, tort or otherwise) for any indirect loss (including but not limited to loss of profits and consequential loss) of any kind whatsoever arising out of the supply of or failure to supply the Services.
- If, notwithstanding clause 11.3, Stem Systems, its directors, officers or staff are found to be liable to the CLIENT in any circumstances then the maximum combined amount such person shall be liable for to the CLIENT under any contract or contracts or in tort is an amount equal to the lesser of:
- The previous month’s fee incurred in respect of the Services provided (if applicable);
- The actual loss or damage suffered in respect of the project under the relevant Agreement; or
- The total cost of the project under the relevant Agreement charged by Stem Systems.
- Compliance Warranty
Due to the changing nature of legislation, no warranty is provided regarding the future compliance of the Quality System or site covered by these Terms. - Default and consequence of default
Without prejudice to any other remedies we may have, if at any time the CLIENT is in breach of any obligation (including those relating to payment) Stem Systems may suspend or terminate the supply of Services and any of its other obligations under these Terms. Stem Systems will not be liable to the CLIENT for any loss or damage, consequential or otherwise, the CLIENT suffered because we exercised our rights under this clause.
In the event that:- Any money payable to us becomes overdue, or in our opinion the CLIENT will be unable to meet its payments as they fall due; or
- The CLIENT becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with its creditors, or makes an assignment for the benefit of its creditors; or
- A receiver, manager, liquidator or similar person is appointed in respect of the CLIENT or any asset of the CLIENT.
Then without prejudice to our other remedies at law:- We shall be entitled to cancel all or any part of any order of the CLIENT which remains unperformed in addition to and without prejudice to any other remedies; and
- All amounts owing to Stem Systems shall, whether or not due for payment immediately become due and payable.
- Pricing
All prices are in New Zealand Dollars and are subject to GST. - Disputes
- Good faith negotiations: Before taking any Court action, a party must use best efforts to resolve any dispute under, or in connection with, these Terms through good faith negotiations.
- Obligations continue: Each party must, to the extent possible, continue to perform its obligations under these Terms even if there is a dispute.
- Right to seek relief: This clause does not affect either party’s right to seek urgent interlocutory and/or injunctive relief
- Miscellaneous
- These Terms in conjunction with any special terms specified in the Agreement represent the entire agreement between the parties and all other representations, warranties or promises whether verbal or written are hereby expressly excluded.
- These Terms may only be varied by agreement in writing between the parties by a duly authorised representative of both the CLIENT and Stem Systems.
- Stem Systems reserves the right to subcontract the performance of the Services or any part thereof, to any other party or person it may determine.
- If any term or any part of a term is held to be invalid or unenforceable, the invalidity or unenforceability shall be severed, limited or modified to the minimum possible extent necessary to make the remainder of these Terms enforceable.
- Neither party shall be in breach of these Terms if its breach is caused by an act of god, fire, act of government or state, war, civil commotion, insurrection, embargo, prevention from or hindrance in obtaining raw materials, energy or other supplies, labour disputes of whatever nature and any other reason beyond the control of either party. If either party is unable to perform its duties and obligations under the Agreement or these Terms as a direct result of any such reasons that party must give immediate notice to the other of such inability stating the reasons.
- These Terms shall be governed by the Law of New Zealand and the parties agree to submit to the jurisdiction of the New Zealand Courts.
- If there is any conflict between these Terms and any terms of engagement, then the terms of engagement shall prevail