Scragg IT Limited Terms of Business
By placing and confirming an order for goods or services, the Customer ("you") enter in agreement with Scragg IT Limited ("us", "we") on the terms and conditions set out below.
- These terms of business constitute the entire agreement between us except to the extent that both parties agree in writing.
- We will perform our services with the reasonable care, skill, and diligence generally exercised by members of the information technology profession in New Zealand, having regard to such financial, physical or time restraints you may impose.
- You agree to provide us with all relevant information, assistance and approvals we may require in order to perform the services.
- Due to factors beyond our control, we cannot guarantee any outcome or result of our services, including the performance or otherwise of any hardware or software.
- All equipment that you give us to service, is held at your own risk and we recommend you hold adequate insurance to cover your interest in the equipment.
- the price for goods we supply is as set out in the quotation we have provided you, unless our suppliers amend their prices after we have supplied you with the quotation. if the price of the goods increases from the amount we have estimated, we will inform you prior to delivery of the goods, and you may cancel the order.
- we charge for our service on an hourly basis. our hourly rates are set out in [schedule 1]. for on-site work the charging of the hourly rate starts from the time we leave the office.
- we may also charge you for any services we provide you over the telephone. we will charge you the cost any long distance or mobile call charges we may incur when you request us to call you.
- while all reasonable care is taken to ensure our quotations for services are as accurate as possible, all quotations for services are based on the information we have available at the time of quotation and are estimates only.
- all our prices are exclusive of goods and services tax payable under the goods & services tax act 1985, customs duties, and any other charges levied by any central or local authority, either directly or indirectly, upon the goods and services or upon freight charges (if any) in respect of the goods and services.
- we may vary our hourly rates from time to time and will provide notice prior to the delivery of our service. we may provide such notice by advertisement on our premises, or by correspondence to you.
- you must pay for the goods when we deliver the goods or when we notify you that the goods are ready for collection. unless otherwise stated, you must pay us for any cost we incur in delivering the goods to you.
- we will invoice you for our services immediately upon completion of the services. all such invoices are due for payment 7 days after the date of invoice.
- we may, in our sole discretion, require payment prior to delivery of the goods or services, or require that you provide satisfactory security for payment prior to dispatch of the goods or commencing services.
- all payments must be made on completion of the service or delivery of equipment unless otherwise agreed.
- any additional payment terms must be agreed in writing prior to dispatch of the goods or commencement of services. where we agree to provide you credit, payment is due on the 20th of the month following the month in which the goods or services are invoiced. we may terminate any credit arrangement with you, if at any time, we consider your credit status to be unsatisfactory.
- if we believe that you may not make any payment when due or you have failed to make a payment when due, then we may suspend or cancel any services we are undertaking for you or any delivery due to you.
- if you do not pay us all money owing by the due date, you will pay interest on that amount at the rate of 2% per month or part month to us until the amount outstanding is actually paid. you agree to pay, on demand all costs (including legal costs and expenses) incurred by us or our agents relating to the recovery of any outstanding amounts payable by you.
- subject to clause 6, you may not cancel or vary an order for goods once it has been placed with us, unless we agree. if we agree to vary the quantity of the goods ordered, we may, in our sole discretion, vary the price of the individual goods ordered.
- either party may postpone or terminate a request for services at any time. upon termination, we may charge you for all work completed up until the date of postponement plus any additional fees coincidental to the orderly termination of the services.
- delivery of the goods will occur:
- when we (or our agent) gives possession of the goods to a carrier; or
- (if we deliver the goods to you) when you (or your agent) is given possession of the goods.
- all goods will be at your risk upon delivery by us, and you must have sufficient insurance to cover your interest as bailee of the goods and our interests as owner of the goods under clause 27.
- you must inspect the goods immediately upon delivery and if the quantity or description of the goods is not consistent with the quantity or description of the goods you ordered, you must inform us immediately. if we verify the claim, we will rectify the error and you will have no further claim against us in relation to that order.
- we respect the privacy of our customers and will not disclose to a third party any sensitive information contained on your computer (such as passwords, firewall set ups and financial systems) without your prior consent. we may disclose such information if we need to disclose it to a third party for the purposes of assisting us with the services or if we are required to disclose the information by law.
- any delivery date for goods or completion date for services provided by us is only an estimate. you may not cancel your order due to a delay in the delivery of goods or services.
- we will not be liable to you for any failure to deliver or delayed delivery of the goods or services where such failure or delay is caused by an event beyond our reasonable control.
- we retain title to and ownership (both legal and equitable) in all goods we deliver to you and title will not pass to you (and you are bailee only in respect of those goods) until you pay all invoices in full for the goods supplied by us.
- if you do not pay for the goods when payment is due, we may retake possession of the goods without notice, without being liable for any losses incurred or damage sustained by you as a direct or indirect consequence of us retaking possession of the goods. you agree that we (or our agent) may have access to your premises for the purpose of retaking possession for the goods. you acknowledge that we have the right to resell any of the goods of which we have retaken possession.
- we will have all of the rights outlined in clauses 27 to 28 notwithstanding that you default, commit an act of bankruptcy, have a receiver appointed for your business, or go into liquidation.
- you acknowledge that these terms of business creates a security interest ("security interest") (as that term is defined in the personal properties securities act 1999 ("ppsa")) in the goods and, for avoidance of doubt, the proceeds of sale of the goods. you will, if requested by us, sign any documents (including any new agreements), provide all necessary information and do anything else required by us to ensure that the security interest is a perfected security interest (as that term is defined in the ppsa).
- you will not enter into any agreement which permits any other person to register any security interest under the ppsa in respect of the goods, and the proceeds of sale of the goods, without our prior written consent.
- if the goods are for your business use, you agree (to the extent permitted under the ppsa and unless we agree by notifying you in writing), that you will have no rights under part 9 (enforcement) of the ppsa. for example, but without limitation, you will have no rights under sections 114(1)(a) and 116 (to receive notice of sale and statement of account), sections 121(2) and 122 (to receive any proposal or object to any proposal to retain the goods), sections 125 and 129 (relating to removal of accessions), and sections 132 and 133 (to redeem the goods or reinstate the contract).
- you waive your rights under the ppsa to receive a copy of any verification statement or financing change statement (as those terms are defined in the ppsa)].
- except as provided in clause 2 and 36:
- under no circumstances are we liable for any claim, action, demand, suit, loss, legal fee or other cost or expense of any kind arising, directly or indirectly, from your use or inability to use any goods, or any equipment serviced by us;
- no warranties are given by us in respect of goods or services supplied whether in respect of quality, fitness for intended purpose, or otherwise and all warranties implied by law are expressly excluded.
- if you are acquiring goods or services for the purpose of a business, then all of the guarantees and remedies in the consumer guarantees act 1993 are excluded.
- if the goods are supplied with a manufacturer's warranty, our sole liability to you will be to use reasonable endeavours to procure the manufacturer to honour the warranty given.
- if we are ever liable to you, whether in contract, tort or otherwise, for any loss, damage or injury arising from any defective goods, or the delivery of the services, subject to the consumer guarantees act 1993, our liability to you (including the liability of our employees and subcontractors) will be limited to the replacement of the goods or re-performance of the relevant services and will in no case exceed the value of the defective goods or the price of the relevant services. we will not be liable to you for any indirect or consequential loss (including loss of data, income or opportunity) you suffer as a result of the provision of such goods or services regardless of whether such loss was foreseeable.
- we do not guarantee or warrant the performance of any products or services provided by third parties, which we may recommend to you from time to time.
- both parties agree to not directly market to or seek the employment of any employee of the other party for the period of one year following the last order for goods or services submitted by you.