Terms of Engagement
- These Conditions of Engagement (“the Terms”), together with any additional documentation and any fee estimate, form the agreement (“Agreement”) between Synergine Group Limited (“Synergine”) and you, the Client (“the Client”). All services performed by Synergine are provided on the basis of the Terms (as updated from time to time). If the Terms are inconsistent with any other agreement that may be in place between the Client and Synergine, then that other agreement prevails over the Terms.
- Synergine shall perform the services as described in the agreed scope of works (“Services”). Where the Services are acquired for the purposes of a business, the provisions of the Consumer Guarantees Act 1993 shall be excluded in relation to the Services.
- In providing the Services, Synergine shall exercise the degree of skill, care and diligence normally expected of a competent professional.
- Any advice given by Synergine is solely for the benefit of the Client. The advice may not be relied on by any other person unless Synergine has agreed to it in writing, is not to be disclosed, referred to or used other than for the purpose for which it was sought, is not to be made public or published, is limited to the matters stated in it and is subject to changes in the law after the date it is given. Synergine’s name and advice may not be used in connection with any offering document, financial statement, report, or other public document without the express written consent of Synergine.
- The Client shall provide to Synergine, free of cost, as soon as practicable following any request for information, all information in his or her power to obtain which may relate to the Services. Synergine shall not, without the Client’s prior consent, use information provided by the Client for purposes unrelated to the Services. In providing the information to Synergine, the Client shall ensure compliance with the Copyright Act 1994 and shall identify any proprietary rights that any other person may have in any information provided.
- The Client may request Synergine to submit proposals for variations to the Services.
- The Client shall pay Synergine for the Services the agreed fees, and related expenses and disbursements, at the times and in the manner set out in the agreed scope of works. Where the Agreement has been entered by an agent (or a person purporting to act as agent) on behalf of the Client (“the Agent”), the Agent and Client shall be jointly and severally liable for payment of all agreed fees, expenses and disbursements due to Synergine under the Agreement.
- Synergine normally issues invoices monthly, and on completion of the Services. All amounts payable by the Client shall be paid within 14 working days of the relevant invoice being mailed to the Client. Late payment shall constitute a default, and the Client shall pay default interest on overdue amounts from the date payment falls due to the date of payment at the rate of Synergine’s overdraft rate plus 2% and in addition the costs of any actions taken by Synergine to recover the debt.
- Where Services are carried out on a time charge basis, Synergine may purchase such incidental goods and/or services as are reasonably required for Synergine to perform the Services and shall be entitled to charge a margin in respect of the same. The cost of obtaining such incidental goods and/or services (together with any margin charged) shall be payable by the Client. Synergine shall maintain records which clearly identify time and expenses incurred.
- At times, Synergine may ask the Client to pre-pay an amount to it, or to provide security for fees and expenses. Synergine is deemed to have the Client’s authority to draw on the amounts paid towards its fees and expenses, as they become due.
- To the extent allowed by law, the liability of Synergine to the Client in respect of the Services, whether in contract, tort or otherwise, shall be limited to the lesser of five times the value of the agreed fees (exclusive of GST and disbursements), or the sum of $NZ 250,000. Synergine shall only be liable to the Client for direct loss or damage suffered by the Client as the result of a breach by Synergine of its obligations under the Agreement and shall not be liable for any loss of profits, nor for any indirect, special or consequential loss or damage. Synergine shall also not be liable for any failure or delay in the supply of the Services caused by any circumstances beyond its control.
- Synergine shall take out and maintain for the duration of the Services professional indemnity insurance for the amount of the liability under clause 11.
- Synergine shall not be liable for any loss or damage occuring after the period of 12 months from the date on which the Services were completed.
- If either Party is found liable to the other (whether in contract, tort or otherwise), and the claiming party and/or a third party has contributed to the loss or damage, the liable party shall only be liable to the proportional extent of its own contribution, subject to the limitations and exclusions in these Terms.
- Synergine shall retain intellectual property/copyright in all drawings, specifications and other documents prepared by Synergine. The Client shall be entitled to use them or copy them only for the particular project to which the Services apply (“project”) and the purpose for which they are intended. The ownership of data and factual information collected by Synergine and paid for by the Client shall, after payment by the Client, lie with the Client. The Client may reproduce drawings, specifications and other documents in which Synergine has copyright, as reasonably required in connection with the project but not otherwise. The Client shall have no right to use any of these documents where any or all of the agreed fees and expenses remain payable to Synergine.
- Synergine has not and will not assume any obligation as the Client’s Agent or otherwise which may be imposed upon the Client from time to time pursuant to the Health and Safety in Employment Act 1992 (“the Act”) arising out of the Services. In terms of the Act, Synergine will not be the person who controls the place of work.
- The Client and Synergine may suspend all or part of the Services by 5 days notice to the other, in which case Synergine shall immediately make arrangements to stop the Services and minimise further expenditure. The Client and Synergine may (in the event the other party is in material default) terminate the Agreement by notice to the other Party. Suspension or termination shall not prejudice or affect the accrued rights or claims and liabilities of the Parties, and the Client must pay Synergine all outstanding fees and all expenses it has incurred up to the date of suspension or termination.
- The Client may leave documents in Synergine’s possession after the conclusion of the Services. However, Synergine will usually destroy any documents held 7 years after completion of the Services. If the Client does not retrieve any of its own documents within that period, Synergine has the Client’s authority to destroy them. If the Agreement is terminated, Synergine may retain copies of the documents or records.
- Synergine may communicate with the Client and others by electronic means. These communications can be subject to interference or interception or contain viruses or other defects (“corruption”). Synergine does not accept responsibility for, and will not be liable for any damage or loss caused in connection with, or as a consequence of, the corruption of an electronic communication.
- The Parties shall attempt in good faith to settle any dispute by mediation.
- Non-Solicitation: The Client will not actively solicit employees of Synergine to enter into a contract of employment, consultancy or other relationship with the Client:
(a) during the term of any agreement (secondment or otherwise), or
(b) within a period of six months of the completion or termination of any agreement (secondment or otherwise) without the prior written consent of the Synergine, except where the employee has independently, of their own accord, responded to an advertisement for employment.
- This Agreement is governed by the New Zealand law, the New Zealand courts have non-exclusive jurisdiction in respect of this Agreement, and all amounts are payable in New Zealand dollars.
- Synergine may change these Terms at any time, and will publish the changed Terms on its website. The change will bind the Client in respect of any matters on which Synergine accepts instructions after publication of the change.