Terms of Trade
QED Services Limited - Terms and Conditions of Trade
1. SCOPE
1.1 The terms and conditions of trade set out below:(i) Govern all supplies of Services by QED Services Limited ("QED") to the Client.(ii) Replace any terms and conditions previously published by QED.(iii) No modification, variation or amendment to these terms and conditions shall be of any force and effect unless in writing and signed by QED.
2. ACCEPTANCE
2.1 Where the Client, either in writing, electronically or verbally, commissions QED to supply any Services the Client is deemed to have accepted the terms and conditions set out below.
3. DEFINITIONS
3.1 The Client means the organisation or individual who receives Services from QED and in the case of the individual his executors, and administrators and in the case of a corporation its successors and permitted assigns. Where the client is more than one person, all such persons shall be jointly and severally bound by the terms and conditions contained or implied herein.
3.2 Supplier means any supplier to QED.
3.3 Services means any psychological or psychometric assessment, or other business psychological or human resource tasks including but not limited to career management exercises, outplacement exercises, training courses or surveys.
4. PAYMENT
4.1 Payment for Services shall be made within seven days of the date of the invoice, unless prior arrangements have been made.
4.2 Services that extend over several months may be billed monthly based on work completed.
4.3 Where the Client later cancels any commission for Services it will be liable for the work completed, regardless of whether that work has been delivered.
4.4 If payment is not made in full by the due date, QED may charge the Client interest at the rate of 5% per annum above the current overdraft rate charged by QED's bankers, compounding monthly on the unpaid balance owing on the first day of each month until payment is received in full by QED, and QED may at its option charge the Client costs (including collection costs and legal costs on a solicitor-client basis) and refuse to deliver any further Services until the account is paid in full.
5. LIMITATION OF LIABILITY
5.1 Whilst every care will be taken in ensuring the accuracy of the Services the Client acknowledges that the nature of the Services are such that QED shall not be liable for any errors or omissions.
5.2 Unless the client is a private individual and not commissioning services from QED on behalf of a company or other organisation the provisions of the Consumer Guarantees Act and the Fair Trading Act shall not apply to the supply of Services to you and the warranties and guarantees set out in the Sale of Goods Act 1908 or implied by common law will not apply and are expressly excluded from these terms and conditions.
5.3 QED's liability to the Client shall be limited to the value of Services supplied. QED and its employees, contractors, and associates, any manufacturers or suppliers of materials or components and any licensors of software or suppliers of services arranged through QED will not be liable to the Client for loss or damage of any kind however that loss or damage occurs or arises. This exclusion of liability includes but is not limited to consequential loss, loss of profits and damage caused by delays in delivery, unreasonable use, negligence (including a failure to do something which should have been done or to prevent something from happening) or faulty specifications.
5.4 Neither QED or the Client will be liable for any losses of any kind or any delay in performing obligations under these terms and conditions caused in whole or in part by force majeure including (but not limited to) any act of God, natural disaster, flood, earthquake or volcanic eruption, strike, lockout, fire, war, civil commotion, network service failure, inability to obtain products or services, including the imposition of export or import bans, or any other cause beyond its reasonable control. Neither party shall be required to settle a strike or lockout or other industrial disturbance against its wishes in order to benefit from this clause.
5.5 The Client indemnifies QED against all costs (including legal costs on a solicitor and own client basis) expenses, losses, damages or claims arising in any way as a result of the Client's failure to comply with any part of these terms and conditions of trade
6. JURISDICTION
6.1 The laws of New Zealand govern these terms and conditions and any dispute shall be subject to the exclusive jurisdiction of the Courts of New Zealand.
7. PROPERTY RIGHTS
7.1 All intellectual property shall remain the property of QED or any Supplier entitled to it, and neither QED nor any Supplier transfers any right, title or interest in the intellectual property to the Client.
7.2 The Client shall not:
(i) use any trade marks that are the property of QED or its Suppliers, or any similar words or marks, or any combinations of words that includes any of those trademarks or any similar words or marks, except to the extent expressly authorised by QED in writing. (ii) use or permit anything which may interfere with, damage or endanger intellectual property rights of QED or its Suppliers, or assist or allow others to do so.
7.3 The Client agrees:
(i) To advise QED immediately it becomes aware of any unauthorised use or attempted use by any person of the trade marks or other intellectual property of QED or its Suppliers. (ii) Not to register a business name incorporating the words "QED Services".(iii) To ensure that all Confidential Information given by QED to the Client is made available to the Client's employees only on the basis that those employees at all times maintain strict confidentiality.
8. OBLIGATIONS TO SUPPLIERS
8.1 Where it is required to do so by its Suppliers QED may impose certain obligations on the Client. QED will advise the Client in writing of such obligations, the Client will be required to confirm acceptance of such obligation within three working days of receipt of the letter of advice. Failure to confirm within this time period will give QED the right to terminate the contract.
9. PRIVACY & CONFIDENTIALITY CONSIDERATIONS
9.1 Neither the whole nor any part of any report, written or supplied to the Client by QED, or any reference to it may be included in any published documents, circulation or statement without the written approval of QED.
9.2 All personal psychological reports are confidential. They are provided to the person named on the cover sheet. In the event that the individual named in the report leaves the organisation, the Client agrees to destroy the report within six months of the individual leaving the organisation.
9.3 The information contained in a personal psychological report has been compiled by QED on behalf of and at the request of the Client and may be relied on only by the Client. The information is evaluative material and is supplied in confidence
9.4 The Client is responsible for the confidential storage and safe keeping of all personal confidential material supplied to the Client in any form (including but not limited to reports on paper, facsimile, electronic communication, spoken word).
9.5 The Client will provide on the request of QED the required authorities necessary in order to obtain the information required to complete the reports and provide the services that QED have been contracted to supply.
9.6 In the event that any report supplied by QED is passed to or in some way comes into the possession of any party other than the Client, as a result of any action or inaction on the part of the Client, and this report results in any claim against QED, then the Client will indemnify QED for any loss incurred by QED.
9.7 The Client authorises QED to collect such information from third parties as may be required by QED to provide the service.
9.8 Where the Client is an individual they have, under the Privacy Act 1993, the right to and correction of their personal information held by QED.
10. GUARANTEE
10.1 Where the Client is a corporate entity QED may require the completion of a personal guarantee by the director(s) or others before accepting a commission. QED shall not be liable for any delays in delivering the Service when a personal guarantee has been requested but not delivered in a reasonable time.
11. WAIVER
11.1 Failure by QED to insist upon strict performance of any term warranty or condition of these terms and conditions shall not be deemed a waiver therefore of any rights that QED may have and no expressed waiver shall be deemed a waiver of any subsequent breach of any term, warranty or condition.
12. NOTICE
12.1 Any notice or document required under these terms and conditions to be served on QED or the Client must in the case of a company be served on its registered office for the time being. Any notice or document similarly required to be served on the Client, where the Client is an individual or group of individuals it may be sent to the Client's last known address. Notices and documents may be delivered by hand or sent by prepaid post and if sent by post shall be deemed to be served on the day on which they would be delivered in the ordinary course of post. Notices and documents may be delivered by facsimile to the parties last known facsimile number and shall be deemed to be served at the time of transmission.
13. SEVERANCE
13.1 In the event of the invalidity of any part or provision of the term and conditions such invalidity shall not affect the enforceability of any other part or provision of these terms and conditions.