Definitions

“Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

“Contractor” means Concept Cleaning Services Limited T/A Concept Cleaning Services

“Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting the Contractor to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

if there is more than one Client, is a reference to each Client jointly and severally; and

if the Client is a partnership, it shall bind each partner jointly and severally; and

if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and

includes the Client’s executors, administrators, successors and permitted assigns.

“Services” means all Services supplied by the Contractor to the Client at the Client’s request from time to time.

"Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.

 “Price” means the price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Services as agreed between the Contractor and the Client in accordance with clause 4 of this Contract.

Acceptance

The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by the Contractor.

In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

The Client acknowledges that the supply of Services on credit shall not take effect until the Client has completed a credit application with the Contractor and it has been approved with a credit limit established for the account.

In the event that the supply of Services request exceeds the Clients credit limit and/or the account exceeds the payment terms, the Contractor reserves the right to refuse delivery.

Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

Errors and Omissions

The Client acknowledges and accepts that the Contractor shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of the Contractor; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.

Price and Payment

At the Contractor’s sole discretion, the Price shall be either:

as indicated on any invoice provided by the Contractor to the Client; or

the Price as at the date of delivery of the Services according to the Contractor’s current price list; or

the Contractor’s quoted price (subject to clause 5.1) which will be valid for the period stated in the quotation or otherwise for a period of forty-two (42) days.

At the Contractor’s sole discretion, a non-refundable deposit may be required.

Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by the Contractor, which may be:

on delivery of the Services;

before delivery of the Services;

payment for approved Clients shall be due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;

the date specified on any invoice or other form as being the date for payment; or

failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by the Contractor.

Payment may be made by cash, cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Client and the Contractor.

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 the Contractor nor to withhold payment of any invoice because part of that invoice is in dispute.

Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to the Contractor an amount equal to any GST the Contractor must pay for any supply by the Contractor under this or any other agreement for providing the Contractor’s Services. The Client must pay GST,

Variations and Additional Charges

The Contractor reserves the right to change the Price:

if a variation to the Contractor’s quotation is requested or required after inspection of the site (including, but not limited to, the rooms are larger, where the site includes stairs, multiple storeys or over height ceilings where additional equipment is necessary, availability of machinery, unavailability of parking at the site or difficult access to the site, carpet is heavily soiled and needs a premium/ultimate carpet cleaning service, animal stains or odours that require extra treatment, or where stains required extra treatments such as heat transfer methods or spot dye treatments); or

where the Contractor is to clean up hazardous areas; or

where additional work is required to be performed before the contracted Services can be commenced (including, but not limited to removal of heavy furniture); or

where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, damaged plaster/paint surfaces, presence of asbestos, non-clean work surfaces, the presence of mould, or required prerequisite work not completed any other third party, etc.) which are only discovered on commencement of the Services; or

where the Client is providing any heavy equipment, traffic management, where the Client fails to comply with this condition and/or such provision by the Client is not code compliant or suitable, then the Contractor will charge to remedy the situation and where additional charges are incurred by the Contractor in doing this, then the Contractor shall on charge these costs in accordance with this clause; or

Further to clause 5.1, the Client acknowledges and accepts that the Contractor may:

elect to charge an additional fee where evidence of vermin/pest infestation or hazardous materials such as drug paraphernalia, human or animal bio-waste exists, or

refuse to perform the Services due to health and safety concerns.

The Client acknowledges and accepts that regularly scheduled Services will not be performed if the scheduled day falls on a public holiday.

Provision of the Services

At the Contractor’s sole discretion delivery of the Services shall take place when the Services are supplied to the Client at the Client’s nominated address.

Delivery of the Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this Contract.

At the Contractor’s sole discretion, the cost of delivery is included in the Price.

The Contractor may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

Any time specified by the Contractor for delivery of the Services is an estimate only and the Contractor will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. If the Contractor is unable to supply the Services as agreed solely due to any action or inaction of the Client, then the Contractor shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.

Where applicable, the Client shall:

provide a key to be left on the day of servicing which shall be left on completion of the Services;

provide swipe cards, alarm and/or access codes as may be required.

Risk

The Client acknowledges and accepts that:

unless otherwise agreed, the Contractor’s employees shall not move anything that is heavier than twenty kilograms (20kg) in weight.

the Contractor shall reserve the right to change the method of cleaning to be utilised where:

the scope of the Services or layout of the premises/area to be cleaned differ from that which the Contractor was advised at time of preparing a quotation or accepting a booking;

safety concerns for the Contractor’s employees arise.

the Contractor is not responsible for any remedial work due to methamphetamine or other toxic contamination;

the Contractor shall not be held liable for:

any accident or injury of any party that may slip on a mopped floor;

the loss of any keys or electronic remote controls;

the loss/disposal of personal possession or other household chattels;

damage to whiteware appliances or fixtures.

Whilst the Contractor shall supply all cleaning product and equipment (if left at the site), the Client shall keep all such product and equipment in a safe and secure location. Furthermore, the Client shall provide all consumables including toilet tissue, liquid soap, paper tissues and linen and the Contractor shall advise the Client where such consumables require to be reordered.

Client’s Obligations

The Client acknowledges and agrees that it is their responsibility to:

report any existing damage to the Contractor prior to the commencement of the Services. The Contractor cannot be held responsible for any existing damage, wear and tear or stains that cannot be removed using the Contractor’s cleaning methods; and

ensure that the Contractor always has clear and free access to the site to enable them to provide the Services. The Contractor shall not be liable for any loss or damage to the site, unless due to the negligence of the Contractor. In the event of a lock-out, or where the Contractor is turned away or otherwise unable to enter the site due to any action, or inaction of the Client, the Client will be required to pay the full Price for the Services; and

ensure that the site is reasonably ready for the Contractor to commence construction site clean-up Services, with minimal tradespersons and works in progress; and

have all areas clear to enable the Services to be provided in accordance with any specified schedule; and

fulfil any special conditions / requirements that may affect the Contractor providing the Services at the site (including, but not limited to, health and safety equipment and/or work site inductions);

always provide the Contractor with an adequate free source of water and to enable the Contractor to provide the Services and to provide access to toilet facilities;

ensure that animals are kept under control as where an animal in the home is considered dangerous, as the Contractor shall reserve the right to refuse to provide the Services;

to advise the Contractor if an indoor animal shall be present during the provision of Services;

move any appliance or furniture that cleaning is to be done behind prior to commencement of the Services.

In the event provision of the Services are delayed due to inadequate access to the site, or water and power facilities, then the Contractor reserves the right to charge a reasonable fee for re-providing the Services at a later time and date in accordance with clause 6.5.

Where the Client has a preference that a particular product is used which is not standard to the equipment or supplies provided by the Contractor, then the Client shall have the product accessible on arrival. The Contractor shall not be liable for any damage that may result to surfaces due to the use of the Client’s supplied product.

The Services are provided following the Contractor’s standard cleaning checklist and any specific instructions on the worksheet specific to the Client’s property.

Compliance of Laws

The Client and the Contractor shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services, including any Work safe guidelines regarding health and safety laws and New Zealand Standards relevant to the Services relating to building/construction sites and any other relevant safety standards or legislation.

In the event the Client requires an employee or sub-contractor of the Contractor to undertake a site induction during working hours, the Client will be liable to pay the hourly charges for that period. If any induction is needed to be undertaken prior to the commencement of the Services then the Client shall be liable to pay the Contractor’s standard (and/or overtime, if applicable) hourly labour rate.

Insurance

The Contractor shall have public liability insurance of at least two million ($2m). It is the Client’s responsibility to ensure that they are similarly insured.

Title

The Contractor and the Client agree that where it is intended that the ownership of Incidental Items is to pass to the Client that such ownership shall not pass until:

the Client has paid the Contractor all amounts owing for the Services; and

the Client has met all other obligations due by the Client to the Contractor in respect of all contracts between the Contractor and the Client.

Receipt by the Contractor of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Contractor’s ownership or rights in respect of the Incidental Items shall continue.

Security and Charge

In consideration of the Contractor agreeing to supply Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

The Client indemnifies the Contractor from and against all the Contractor’s costs and disbursements including legal costs of a solicitor and own client basis incurred in exercising the Contractor’s rights under this clause.

The Client irrevocably appoints the Contractor and each director of the Contractor as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Client’s behalf.

Defective Services

The Client shall inspect the Services on delivery and shall within forty-eight (48) hours of delivery notify the Contractor of any alleged defect, shortage in quantity, errors, omissions or failure to comply with the description or quote. The Client shall afford the Contractor an opportunity to inspect the Services within a reasonable time following delivery if the Client believes the Services are defective in any way. If the Client shall fail to comply with these provisions, the Services shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.

For defective Services, which the Contractor has agreed in writing that the Client is entitled to reject, the Contractor’s liability is limited to either (at the Contractor’s discretion) replacing the Services or rectifying the Services provided that the Client has complied with the provisions of clause 13.1.

Consumer Guarantees Act 1993

If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Services by the Contractor to the Client.

Default and Consequences of Default

Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at the Contractor’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

If the Client owes the Contractor any money the Client shall indemnify the Contractor from and against all costs and disbursements incurred by the Contractor in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Contractor’s collection agency costs, and bank dishonour fees).

Further to any other rights or remedies the Contractor may have under this Contract, if a Client has made payment to the Contractor, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Contractor under this clause 15, where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.

Without prejudice to the Contractor’s other remedies at law the Contractor shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Contractor shall, whether or not due for payment, become immediately payable if:

any money payable to the Contractor becomes overdue, or in the Contractor’s opinion the Client will be unable to make a payment when it falls due;

the Client has exceeded any applicable credit limit provided by the Contractor;

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

a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

Cancellation

If at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions the Contractor may suspend or terminate the supply of Services to the Client. The Contractor will not be liable to the Client for any loss or damage the Client suffers.

The Contractor may cancel any contract (including Service Agreement) to which these terms and conditions apply or cancel delivery of Services at any time before the Services are commenced by giving thirty (30) days’ written notice to the Client. On giving such notice the Contractor shall repay to the Client any money paid by the Client for the Services. The Contractor shall not be liable for any loss or damage whatsoever arising from such cancellation.

In the event that the Client cancels delivery of the Services the Client shall:

provide the Contractor with thirty (30) days’ written notice;

Privacy Policy

All emails, documents, images or other recorded information held or used by the Contractor is Personal Information as defined and referred to in clause 17.2 and therefore considered confidential. The Contractor acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). The Contractor acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by the Contractor that may result in serious harm to the Client, the Contractor will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.

The Client authorises the Contractor or the Contractor’s agent to:

access, collect, retain and use any information about the Client;

(including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or

for the purpose of marketing products and services to the Client.

disclose information about the Client, whether collected by the Contractor from the Client directly or obtained by the Contractor from any other source, 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 is an individual the authorities under clause 17.2 are authorities or consents for the purposes of the Privacy Act 1993.

The Client shall have the right to request the Contractor for a copy of the Personal Information about the Client retained by the Contractor and the right to request the Contractor to correct any incorrect Personal Information about the Client held by the Contractor.

Service of Notices

Any written notice given under this Contract shall be deemed to have been given and received:

by handing the notice to the other party, in person;

by leaving it at the address of the other party as stated in this Contract;

by sending it by registered post to the address of the other party as stated in this Contract;

if sent by email to the other party’s last known email address.

Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

Trusts

If the Client at any time upon or after entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not the Contractor may have notice of the Trust, the Client covenants with the Contractor as follows:

the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;

the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;

General

The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced 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 Hamilton Court.

The Contractor shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Contractor of these terms and conditions (alternatively the Contractor’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Services).

The Contractor may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of the Contractor’s sub-contractors without the authority of the Contractor.

The Client agrees that the Contractor may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for the Contractor to provide Services to the Client.

Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.