OUR 

TERMS

TERMS AND CONDITIONS

 

Contract

  1. In these terms and conditions:

a.         “Agreement” means the contract between Safewise and the Client for the provision and purchase of Services as set out in these terms and conditions together with any Service contract service contract;

b.         “Client” means the person whom is either, depending on the Services to be supplied by Safewise to that person, the Client for the purposes of a service contract, or a One-Off Client.

c.          “Claims” means any claim made by the Client against Safewise whether in contract, tort (including negligence), breach of statutory duty or otherwise.

d.         “Fees” means the amounts to be paid by the Client to Safewise under the service contract in consideration for the provision of Services by Safewise;

e.         “Indirect or consequential loss or economic loss, cost or damage” includes, without limitation, loss or reduction of business or profits, whether reasonably foreseeable or not.

f.          “One Off Client” means a person to whom Safewise supplies Services on a one- off or non-continuous or on-going basis.

g.         “Quote” means any quoted amount of Fees set out in any service contract;  

h.         “Services” means, the tasks carried out by Safewise at the request of the Client (including but not limited to any Services set out in any Service contract or any subsequent agreement between the Client and Safewise);       

i.          “Service contract” means any agreement, quotation, letter or email delivered or transmitted by Safewise to the Client to which these terms are attached.

2. Safewise will only contract with the Client on the terms and conditions of this Agreement.

3. Notwithstanding anything to the contrary in the Agreement, in the absence of any written agreement between Safewise and the Client, a request by the Client that Safewise commence the provision of Services shall be deemed acceptance by the Client of the terms of the Agreement.

Use of Information

  1. The Client irrevocably authorises Safewise to collect, retain and use any information about the Client for the purpose of assessing the Client’s credit worthiness, enforcing any rights under these terms and conditions, or marketing any goods and services provided by Safewise to any other party.

  2. The Client authorises Safewise to disclose any information obtained to any person for the purposes set out in clause 4.

  3. Where the Client is a natural person, the authorities under clauses 4 and 5 are consents for the purposes of the Privacy Act 2020.

  4. The Client must provide Safewise with true and correct information and must notify Safewise of any change in circumstances which may affect the accuracy of the information provided.

Price

  1. All prices (whether set out in this Agreement or any Service contract or otherwise):

a.         Are exclusive of GST, which, if payable, is payable by the Client in addition to the stated prices on the same date as payment is made in accordance with clause 10;

b.         Are based upon rates and costs as at the date of the Agreement or the date upon which Safewise provides a quotation or estimate to the Client;

c.          May be increased by the amount of any increase in the cost of providing the Services or any other factors (including any change in exchange rates) between the abovementioned date and the date of the relevant completion of the Services;

d.         Are valid for 30 days from the date of quotation;

e.         May be altered or withdrawn by Safewise at any time without notice.

2. Where Services are required in addition to those set out in the Quote or otherwise, the Client agrees to pay for the additional costs of such Services.

Payment

  1. Payment is due no later than the 20th of the month following the month of issue of a tax invoice. This is an essential term.  Unless advised otherwise, invoices may be served on the Client via email.

  2. Penalty interest will be payable on late payments at 5% per month.  In addition, the Client will be liable for any costs incurred by Safewise in obtaining payment of any amount outstanding, including Safewise’s legal costs on a solicitor/client, and on an indemnity basis.

  3. The Client must pay the price indicated on the invoice or statement issued by Safewise. 

  4. If Safewise at any time deems the credit of the Client to be unsatisfactory, it reserves the right to immediately cease to provide the Services and require the Client to pay for any future Services in advance.

  5. Subject to clause 13, the Client will, upon demand, pay all amounts owed to Safewise even if they have not fallen due for payment.

  6. All payments by the Client must be made in full and without any deduction or right of set off or counterclaim.  The Client agrees, however, that all moneys which Safewise may owe the Client on any account whatsoever may, at Safewise’s option, be set off against payments due by the Client to Safewise.

  7. Receipt of a cheque, bill of exchange, or other negotiable instrument by Safewise will not constitute payment and the Client remains liable for the full contract price until such negotiable instrument is cleared and paid in full.

  8. Any time stated for commencement, and/or completion of the services is an estimate only.

Term and Termination

  1. The term of the Agreement shall be 12 months from the earlier of:

    1. The date on which the Client signed Service contract the service contract;

    2. The date on which Safewise commences the provision of Services; or

  2. At the conclusion of each 12-month term, the Agreement shall automatically renew for further successive terms of 12 months each until such time as the Agreement is cancelled in accordance with clauses 20 or 21.

  3. The Client may, upon giving 30 days’ notice, cancel the Agreement for any reason. The Client agrees that notwithstanding that the Agreement may be cancelled in accordance with this clause, any fees that accrue up until the date that the Agreement comes to an end shall be due and payable in accordance with the Agreement.

  4. Safewise, without any liability to the Client, and without prejudice to any other right it has, in law or equity or elsewhere under the Agreement, has the right to suspend or cancel in whole or in part any contract for the supply of Services to the Client if the Client fails to pay any money owing after the due date or the if Client becomes insolvent.

  5. Any cancellation by either party or suspension by Safewise of the Agreement shall not affect Safewise’s claim for money due at the time of cancellation or suspension or for damages for any breach of the Agreement by the Client.

Limitation of Liability

  1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Safewise which cannot by law (or which can only to a limited extent by law) be excluded or modified.  Without limiting this clause, in respect of any such implied warranties, conditions or obligations, Safewise’s liability will, where permitted by law, be excluded or if not able to be excluded, only apply to the minimum extent required by the relevant statute.  Where the Client acquires the Services for the purposes of a business, the Client agrees that the warranties and guarantees contained in the Consumer Guarantees Act 1993 will not apply.

  2. To the maximum extent permitted by law and:

    1. Without limiting clause 25b), Safewise’s maximum liability for all Claims (including costs) by the Client against Safewise arising directly or indirectly out of the supply of Services by Safewise to the Client is limited to the total amount paid (excluding GST) by the Client to Safewise under the Contract for that supply; and

    2. Without limiting clause 24(a), Safewise is not liable (whether in contract, tort (including negligence), breach of statutory duty or otherwise) for any indirect or consequential or economic loss, cost or damage suffered or incurred by the Client arising directly or indirectly from the supply of the Services or any act or omission of Safewise.

  3. Safewise, shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond the control of Safewise.

Patents, Copyright, and Technical Information

  1. Copyright in all drawings, specifications and other technical information provided by Safewise in connection with this Agreement is vested in Safewise.

  2. Any technical information, knowledge, or methods, at any time transmitted either orally or in writing by Safewise will remain the property of Safewise and will be considered confidential and will not be used for any purpose without prior written consent of Safewise.

  3. The Client will return any trade information, samples, literature, promotional material or tooling supplied by Safewise if requested to do so by Safewise.

General Terms

  1. In the case of any conflict between a written correspondence between the Client and Safewise, including any Service contract these terms and conditions shall prevail.

  2. To be effective, any waiver of any or all of these terms and conditions by Safewise must be in writing.

  3. The Contract between Safewise and the Client is governed by the laws of New Zealand.

  4. If any provision of this Agreement shall be invalid, void or illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

  5. The Client shall not assign all or any of its rights or obligations under this Agreement without the written consent of Safewise.

  6. The Client warrants that it has disclosed to Safewise all information requested by Safewise or which might reasonably need to be known by Safewise in order to provide the Services. Notwithstanding clause 24, Safewise shall have no liability for any losses suffered by the Client resulting from their breach of the warranty contained at this clause 34.

Last updated: April 2022