Table of Contents
Terms and Conditions for consultancy and similar services
4. Your General Responsibilities
8. Retainer or ongoing service
9. Your Right To Give Up Any Service
10. Our Right To Suspend Or Restrict Any Service
11. Our Right To Stop Providing Any Service
13. Your Rights To Compensation From Us
14. Exclusion Of Our Liability
The following terms normally apply whenever we do anything for our customers.
Effective 1 January 2009
These terms apply whenever any Melbury Group Limited company provides services of any kind or does anything else for Melbury Group Limited customers except where a separate written agreement covers other services we provide. In these terms, we have used "we" or "us" for the Melbury Group Limited company providing services for you, "you" for the customer and "service" or "services" to cover all goods and services of any kind we provide and anything else we do.
We want to make it easy for you to do business with us. We are committed to:
· responding to your needs quickly and effectively
· offering good quality and value
· keeping you informed about new services which may benefit your business
Please tell us if you have any complaint about our service. Our aim is always to resolve any complaints quickly and fairly.
Whenever we provide services to you, we guarantee to:
· provide the services with care and skill
· do our best to provide reliable, accurate and complete information although we do not guarantee they will always be error free nor complete
· where information is provided by you it will be deemed to be accurate and error free unless advised otherwise
· Whenever our services involve us providing equipment (or other goods) to you, we give you these extra guarantees:
· the equipment will be safe, durable, free from defects and of good appearance and finish
· it will be fit for all the purposes for which that type of equipment is normally provided
· it will do everything we say it will do for a reasonable time after we provide it to you
· we will provide and support any product warranty for the fll warranty period and assist you reasonably after this period
· we will not interfere with your possession of the equipment except where both of us agree otherwise
· Where we have provided software the terms in clause 5 apply.
When we provide services for you, it is your responsibility to:
· use our services or information for lawful purposes and without annoying anyone
· make sure all information you give us is correct and complete
· make sure you use the service or information only for your own internal business use and not sell, rebill or otherwise provide any of our services to anyone else without our written consent
· obtain any authorisation, licence or consent we think is necessary for us to provide the service to you (such as resource management or building consents)
· comply with all laws applicable to your use of our services
· make sure anyone else who uses the services we provide to you, or does anything relating to them, also meets your responsibilities under these Standard Terms
· accept that by engaging Melbury Group to perform any service for you the service is provided under these terms and conditions even if not sighted or signed by you.
Every quotation and invoice clearly states that these terms and conditions can be found on our web site at www.melbury.co.nz/terms
Where we provide you with any software:
· you remain the licensee of the software for the period purchased
· you may assign software to another party after gaining our consent, which will not be unreasonably withheld
· you may only use the software for your own internal business or home use and for the purposes for which we provide it
· you must not change or interfere with the software in any way
· you must not copy any part of the software without our permission
We may at any time provide upgraded or new versions of the software. As long as an upgraded or new version does not adversely affect any service we provide to you, or your use of our service, you must install the upgrade or new version as soon as you reasonably can and not later than six months after we provide it to you. Some major upgrades may be chargeable and are not compulsory; however the software version will reach the end of its supported life three years from release date.
You must pay for the services we provide you no matter who uses them. Charges are payable according to the agreement. We may change our charges from time to time. Where we increase any charges for any of our services we will provide you with a minimum of 20 working days' notice of these changes. We will tell you about any such changes by emailing or writing to you. We may at any time require you to:
· satisfy us that you will be able to pay our charges
· give us a fair bond, guarantee or other security
We will send you tax invoices for our charges. Each invoice will tell you the due date for payment, normally 20th of following month. You must pay the invoice by that date. Driect credit to our bank is the preferred payment method.
Our invoices are based on records. Please let us know before the due date for payment if you think there is a mistake in your invoice. We will investigate the matter straight away. While we are doing this, you do not need to pay the queried part of the invoice by the due date for payment. You must not set-off or deduct any amount in any other circumstances.
Normally, we will be able to find out if there is a mistake in our records and get back to you within seven days. If there is a mistake we will adjust your next invoice or, if appropriate provide a refund.
If there is no mistake, and if the due date for payment has already passed, you must pay the amount outstanding straight away. If you do not pay an invoice by the due date for payment:
· we will charge you interest on the unpaid amount from that date until you pay it; the interest rate will be the OCR + 10%
· you may be required to pay any costs that are incurred by anyone (including agents) in recovering the money you owe or in exercising any other rights, including commissions and legal costs on a solicitor and client basis
· we may withhold, suspend or restrict any service we provide for you
We will always try to be there for our customers. At times we may not be readily available. Our main phone is manned during business hours and after hours service can be arranged at a cost.
Email is also checked regularly during business hours and sporadically afterhours.
We do not guarantee to be available unless this has been specifically negotiated.
If we have been retained by you for specific or undefined work we will strive to meet that responsibility and inform you within 24 hours of any reason why the service cannot be achieved, or give you 20 working days notice of a desire to terminate or temporarily cease a retained arrangement.
You may give up any service simply by telling us. Where you have agreed to take the service for a minimum period, charges for the service will continue until the end of that period. Otherwise they will stop straight away.
If you do not pay our charges or meet any responsibilities you have to us or to any other Melbury Group Limited company, we may suspend or restrict any service at any time.
We may stop providing any of our services to you. We may do this at any time if you do not pay our charges or meet your other responsibilities under any agreement you have with us. Otherwise:
· where we have agreed to provide a service for a minimum period, we will continue providing it until the end of that period except if the circumstances set out below apply
· we will always tell you at least one month before we stop providing the service
We may end the availability of any service to you and any other Melbury Group Limited customers at any time if the relevant service is no longer viable, or we are unable to provide it, or we are withdrawing it from general availability, or we are replacing it with a new service.
We may alter our services from time to time. If we alter our services in a way that materially reduces the service offering currently received by you, we will give you 10 working days' notice and wherever possible one month's notice of such alterations. We will tell you about any such alterations by emailing or writing to you and publishing the change on our website.
The Melbury Group Limited is an umbrella company for a range of services including telecommunications consultancy, radio and spectrum licence work, general business consulting, management and business consulting, database solutions, technology products and agricultural solutions
We set out here your rights to compensation from us.
Where a service we provide to you does not meet our responsibilities to you, and you reasonably incur expenses as a result, please let us know. Where we consider it appropriate, we will refund to you all or part of those expenses up to maximum defined in clause 15 as part of total compensation.
We exclude all liability we may have to you. This exclusion also applies for the benefit of these people:
· all other Melbury companies, their employees, contractors and everyone they are responsible for
· our employees and contractors, everyone we are responsible for and anyone else we get to perform our responsibilities under any agreement you have with us
· None of us is liable to you or has to pay you for anything else caused by or resulting from anything any of us does or does not do, or delays in doing, whether or not it is contemplated or authorised by any agreement you have with us. This exclusion applies:
o whatever you are claiming for (including loss of profits or business)
o however liability arises or might arise if it were not for this clause
Where you do not meet your responsibilities to us, you must pay any reasonable expenses we incur in collecting any monies.
Your right to claim any compensation from us is as follows.
If:
· you are ever entitled to compensation from us, or
· we or any of the people listed in clause 14 are ever liable to you and, for any reason whatever, any of us cannot rely on the exclusion of liability set out in clause 14
· the maximum combined amount all of us (together) will have to pay you and anyone else who uses the services we provide to you (together) is:
· $5,000 or amount charged for providing the service initially, whichever is the lower, for any event or for any series of related events
· a total of $10,000 in any 12 month period
Where you do not meet your responsibilities to us, you must pay any reasonable expenses we incur in collecting any money you owe us or in exercising any of our other legal rights.
We recommend you talk to your insurer about arranging suitable cover for risks of loss or liability arising from these terms
During any relationship you have with any Melbury company you agree that we and other Melbury Group Limited companies may collect information about you. The information may be obtained from you and others or generated within the Melbury Group Limited Network when you or anyone else use our services. You may decide whether to provide any information any of us seeks from you. However, if you do not provide it, we and other Melbury Group Limited companies may not be able to provide services to you.
You may ask to see information any of us holds about you, as long as we can readily retrieve it, and ask for any details that are wrong to be corrected. We and other Melbury Group Limited companies may hold the information and share it to the extent appropriate with each other, with Melbury Group Limited employees, contractors and agents and with credit reference and debt collection agencies. This enables us, other Melbury Group Limited companies and agencies and any service provider approved by us to:
· provide services to you and others
· send you invoices and recover and report on money you owe
· keep you informed of services available to you from us and other people
· exercise any lawful right any of us has (which includes registration and maintenance of financing statements under the Personal Property Securities Act 1999)
· Credit reporters may include credit checks and any defaults in payment to Melbury Group Limited in their databases and share this information with others who wish to conduct credit checks on you.
You can let us know at any time that you do not want to receive sales and marketing information by calling us on info@melbury.co.nz.
You must keep confidential any information you receive from us which you would expect to be confidential or commercially sensitive. Any pricing or product design information must be treated as confidential. You may only disclose confidential or commercially sensitive information if you are required to by law, or applicable stock exchange rules.
We or others may have intellectual property rights in the services and in any equipment, including software, we provide to you. These rights include, for example, all copyright, trade mark and design rights relating to the services or equipment. All those rights are retained when we provide services or equipment to you.
Any intellectual property rights arising from any improvement or change to any service devised or made by anyone belongs to us