1. “Service Fee” means the fee payable for the provision of the Services as referred to in clause 8 below.

   “Services” means the services agreed to in writing between Us.

   “Us” means PeopleSafe Limited and the party to whom Services are to be provided pursuant to the Agreement.

   “You” means the party to whom Services are to be provided pursuant to the Agreement.

   “We” means PeopleSafe Limited.

   “the Agreement” means the agreement entered into between Us for the provision of the Services made up of the PeopleSafe Terms of Supply of Services, the description of the Services agreed to in writing between Us and any other agreement reached in writing between Us relating to the provision of the Services.

   “Working Day” means any day when trading banks in New Zealand are open for business however does not include Saturday or Sunday.

2.1.  We will perform the Services as determined in writing between Us.

2.2.  We will, during the term of the Agreement:

1. Perform the Services to industry standards and so as to promote and further the interests of You.
2. Not subcontract the provision of the Services or any part of the Services without your prior written consent.
3. Subject to the provision by You of specific equipment and resources as agreed to between Us, provide at our own cost all equipment and resources necessary to enable Us to perform the Services.
4. Comply with all relevant laws applicable to the performance of the Services and the operation of the equipment used in the performance of the Services.
5. Work with your management and employees in a competent and professional manner.
6. Comply with your reasonable directions and instructions in relation to the performance of the Services subject to those directions and instructions not being contrary to the Agreement.

3.1.  You will promptly provide PeopleSafe with all necessary information for PeopleSafe to carry out the Services and personally accept responsibility for the accuracy and completeness of the information that You supply to PeopleSafe.

3.2.  You agree that You will be honest and up front in dealing with PeopleSafe in providing PeopleSafe with timely information and agree that failure to supply PeopleSafe with all relevant information on a timely basis will be your responsibility and failure to do so will mean that the Services We provide may be delayed, incomplete, incorrect or inaccurate.

4. During the term of the Agreement We shall hold progress meetings for the purpose of discussing progress of the Services if agreed to in writing between Us.

Term

5.1.  The commencement date of the Services shall be when agreed to between Us and continue until the Services are complete unless:

1. Terminated pursuant to clause 13 below; or
2. Terminated by PeopleSafe by giving notice in writing to You.

5.2.  The Agreement shall commence on the later of:

1. (a) The date notified by PeopleSafe to You; and
2. (b) Your electronic acceptance of the PeopleSafe Terms of Supply of Services.

6. Prior to PeopleSafe commencing the Services a deposit of 50% plus GST of the Service Fee shall be paid to PeopleSafe.  In the event the exact amount of the Service Fee is not determined at the commencement date of the Services then the deposit payable shall be an amount as determined by PeopleSafe.  The deposit shall be paid on the 20th of the month following commencement of the Services or 10 Working Days after the commencement date of the Agreement, whichever is the earlier.

7. The Services to be performed by PeopleSafe pursuant to the Agreement may, if recorded in writing between Us extend to PeopleSafe sourcing and supplying items and equipment for You, in which case payment for such item or equipment shall be made in full by You at the agreed rates on delivery including freight costs incurred by PeopleSafe.

8. All prices and charges for Service Fees are expressed in New Zealand dollars and shall have GST added to the sum stipulated.  We will charge for our Service Fee using one or both of:
1. The hourly rate specified; or
2. A fixed sum as agreed to in writing by Us and in the event no Service Fee is agreed to in writing by Us then We will charge a Service Fee at our standard rates as determined by PeopleSafe from time to time.

9.1.   We will issue invoices monthly on or about the 20th day of each month for the Service Fee and payment of the sum recorded in each invoice shall be made by You to PeopleSafe by the 20th of the month following PeopleSafe providing You with an invoice.

9.2.  Where performance of the Services takes place over a period greater than a month then our monthly invoices will be progress invoices.

9.3.  In the event any monies are owing by You to PeopleSafe and remain outstanding more than five (5) Working Days from the date due then You shall pay penalty interest at the rate of 4% above our Bank’s commercial overdraft rate as certified by our Bank from time to time.

10.1.  You will pay for actual and reasonable travel expenses (which shall include transportation costs, meals, lodgings and similar expenses) of PeopleSafe in connection with the Services where agreed in writing by Us.

10.2.  You will pay for disbursements We incur in providing the Services including office expenses, fees for experts or other professionals and equipment hire.

11. The Agreement shall be binding upon and endure for the benefit of Us and our respective successors, assigns and representatives and shall be construed pursuant to the laws of New Zealand.

12.1.  We will not be liable for any failure to comply with the Agreement if force majeure causes the failure.

12.2.  If We consider that a force majeure has occurred and may affect the performance of our obligations We will notify you of that fact.  If the force majeure is so great or will (or is likely to) last so long that it is unreasonable in the circumstances for PeopleSafe to comply with the Agreement, We may terminate the Agreement by giving no less than 10 Working Days notice to You.

13.1.  Without prejudice to any other rights and remedies which either party may have against the other, either party shall have the right to terminate the Agreement notwithstanding clause 27 below by written notice to the other in the event that the other party is in breach, non-observance or non-performance (“breach”) of any of its obligations and duties under the Agreement and has not remedied that breach within 7 Working Days of the other party giving notice of the breach and requesting the breach to be rectified.

13.2.  You may terminate the Agreement at any time by giving notice in writing to PeopleSafe.

13.3.  If We terminate the Agreement pursuant to clause 13.1 above then You are obliged to pay 50% of what the balance unpaid sum for the Services would be in the event that the particular Services being worked on at the date of termination had been completed in full plus all disbursements incurred or which We are obliged to incur. 

13.4.  In the event that You terminate the Agreement pursuant to clause 13.2 above then You are obliged to pay 25% of what the balance unpaid sum for the Services would be in the event that the particular Services being worked on at the date of termination had been completed in full plus all disbursements incurred or which We are obliged to incur.

14.1.  It is agreed that the only property which shall pass to You (subject to any other provision contained in the Agreement) are the final physical documents and materials supplied by PeopleSafe to You together with any other items supplied by PeopleSafe to You to assist in the performance of the Services.  It is agreed that all work, papers, scripts, text, design, concepts, wording, print material whether in physical or electronic form, documents created and original footage used by PeopleSafe in the course of providing the Services shall remain our property and may be utilised by PeopleSafe in the performance of services to other parties.  The ownership of the printed material, dvd, signage or other physical end product (“the items”) shall not pass to You until You have paid all sums owing by You to PeopleSafe.  If You do not make such payment We are irrevocably entitled to take any and all reasonable steps to regain possession of the items.  Until such monies shall have been paid You shall hold the items as fiduciary for PeopleSafe and will deal with them as our agent for and on behalf of PeopleSafe (but will not hold yourself out as an agent to any third parties).  In the event You resell the items the proceeds of any resale will belong to PeopleSafe.

14.2.  If during the term of the Agreement We develop any new ideas, systems, concepts, services, products or know how relating to the provision of the Services (intellectual property) then We shall be the absolute owner of such intellectual property unless otherwise agreed to by Us.

15. No failure of any party to the Agreement to exercise any powers given to it shall constitute any waiver of that party’s rights under the Agreement except where such power is to be exercised by notice within a specified time.

16. You shall pay, reimburse and indemnify PeopleSafe for all costs, expenses and fees including our reasonable legal fees and disbursements incurred by PeopleSafe in the enforcement or exercise of our rights under the Agreement.

17. The invalidity or unenforceability of any paragraph or provision of the Agreement or any part of it shall not affect the validity or enforceability of any one or more of the paragraphs or provisions or other parts of the Agreement.

18. The Agreement constitutes the entire agreement between Us with respect to its subject matter and shall supersede all and any previous discussions, representations, agreements or understandings.

19. No alteration to, deletion from or amendment to the Agreement including the description of the Services shall be binding on Us unless agreed by Us in writing.

20. The headings to the Agreement are inserted solely for convenience and reference and are not intended to be part of or to affect the meaning or interpretation of any provision of the Agreement and termination of the Agreement including pursuant to clause 13 above or by effluxion of time shall not bring to an end certain obligations intended to be ongoing obligations.

21. No party may transfer or assign any of its duties, obligations or rights under the Agreement.

22. In the event that You have with PeopleSafe any other agreements, including agreements for PeopleSafe to supply You with software services then a breach of the Agreement shall constitute a breach of any such other agreement.

23. We will keep confidential all information We receive regarding You and your business affairs during the course of carrying out the Services.  Confidential information shall not include information which enters the public domain through no fault of ours and the obligation of confidentiality recorded in this clause shall not prevent PeopleSafe disclosing any information to the extent We are required to do so by law.

24. Our maximum liability to You pursuant to the Agreement, including however not limited to any breach of the Agreement, negligence or any other right or claim You may have against PeopleSafe, shall be limited to a maximum sum of $10,000.00 plus GST.

25. We will render our Services to You as an independent contractor and We will not be deemed to be a partner, joint venture partner, agent or employee of yours.

1. Any communication from one party to the another may be sent by email or recorded delivery to the address of the other party utilising an email address/physical address or other addresses as are agreed to in writing by Us.
2. Any communication sent by email shall, unless proven otherwise be deemed to have been received on the day it was sent, if sent on a Working Day prior to 5.00pm, however if sent on a Working Day later than 5.00pm or on a non Working Day then it shall be deemed to have been sent on the following Working Day.
3. If sent by recorded delivery it shall be deemed to have been received 2 Working Days following the date of posting.

27.1.  Any dispute or difference which may arise between Us concerning the interpretation of the Agreement or relating to any other matter arising under it will be actively and in good faith negotiated by Us with a view to an expedient resolution of such differences.

27.2.  If the parties cannot resolve the dispute or difference within 7 Working Days of any such dispute or difference arising then, unless otherwise expressly provided herein, they will without prejudice to any other right, explore whether such dispute or difference can be resolved by agreement between them using mediation.  The rules governing any such mediation will be agreed between the Parties or as selected by the organisation known as “Arbitration & Mediation Institute of NZ Inc”.

27.3.  If the parties cannot resolve any dispute or difference between them using mediation then the dispute or difference shall be settled by reference to arbitration in accordance with clause 27.4 which follows.

27.4.  Any dispute or difference not able to be resolved by agreement or with reference to mediation in accordance with the foregoing provisions of this clause 27 shall be submitted to the arbitration of a single arbitrator if the parties can agree upon one but otherwise to two arbitrators (one to be appointed by each of the parties concerned) and their umpire (who shall be appointed by the arbitrators prior to them entering upon the arbitration) such appointment and arbitration to be carried out in accordance with the provisions of the Arbitration Act 1996 or any Act in substitution therefore.

27.5.  This clause 27 shall not prevent either party from terminating the Agreement pursuant to clause 13 above.