Terms and Conditions Of Trade
1. Definitions
In this agreement, unless the context otherwise requires:
1.1 ‘You’ means the organisation or individual receiving Services from Winsborough Limited. In the case of an organisation or corporation, this includes its successors and permitted assigns and in the case of an individual, this includes their executors and administrators. Where “you” refers to more than one person, all such persons shall be jointly and severally bound by the terms and conditions contained or implied in these terms.
1.2 ‘Us’ means Winsborough Limited.
1.3 ‘Supplier’ means any supplier to Winsborough Limited.
1.4 ‘Services’ mean any psychometric assessment, or other business psychological or organisational tasks including but not limited to organisational surveys, coaching, organisational development, reviews or competency modelling provided by Winsborough Limited and or its suppliers.
1.5 ‘Confidential Information’ means information that is confidential by nature, information of a sensitive or commercially sensitive nature to either party, or information that is marked as confidential and includes personal information, personal psychological reports and information collected in the course of providing the Services.
2. Acceptance and Agreement
2.1 By signing these terms and conditions you acknowledge that you have read these terms and conditions and understand the terms and their implications.
3. Limitation of Liability
3.1 We agree to use all our reasonable skill and judgment to provide you with accurate, reliable and high-quality Services. However, due to the nature of the Services we are providing, you acknowledge that we will not be liable for any inaccuracies, errors or omissions in the Services provided to you.
3.2 You acknowledge that, if you are acquiring Services for commercial or business purposes, the provisions of the Consumer Guarantees Act 1993 shall not apply to the supply of Services, and any warranties and guarantees implied by common law will not apply and are expressly excluded from these terms and conditions.
3.3 Our liability to you under this agreement is limited to the amount paid by you for the Services supplied. We, including our employees, and any suppliers of services arranged through us, will not be liable to you for 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 liability arising from incorrect or incomplete information provided, by you.
3.4 Neither party 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. This clause 3.4 does not apply to the payment of money due under this agreement.
3.5 You indemnify us 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 any failure by you to comply with any part of these terms and conditions of trade.
5. Payment
4.1 Payment for Services must be made by the 20th of the month following the date of our invoice unless prior arrangements have been made and we have confirmed acceptance of any arrangements in writing.
4.2 Services which extend more than one month shall be billed monthly based on work completed in that month.
4.3 If payment is not made in full by the due date, we may charge interest at a rate of 5% per annum above the current overdraft rate charged by our bank, compounding monthly on the unpaid balance owing on the first day of each month until we receive payment in full. We may, at our option, charge you 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.
4.4 Payment must be made
6. Cancellation
5.1 All cancellations must be received in writing at support@winsborough.co.nz or Winsborough Ltd, PO Box 5055, Wellington.
5.2If you cancel this agreement, you will be liable for 100% of the total cost for the work completed up to the cancellation date, regardless of whether that work has been delivered.
5.3 When the cancellation is related to deliverables (such as a workshop or focus group) within a project which has not yet been delivered, the following terms of cancellation will apply:
- (a) 30 days or more prior to the start, no charge other than for work already spent on preparation as per 5.2 will be due.
- (b) Less than 30 days prior to start, 50% of the total cost of this deliverable will be due.
- c) Up to 14 days prior, 75% of the total cost of this deliverable will be due.
- (d) 14 days to 48hr prior, 85% of the total cost of this deliverable will be due. (e) Less than 48hr prior to the start, 100% of this deliverable will be due.
7. Change of schedule
6.1 We reserve the right to charge you a $150+GST administration fee for any changes you make to the confirmed schedule of deliverable work (such as a workshop or focus group session).
8. Jurisdiction
7.1 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.
9. Property Rights
8.1 All copyrights or intellectual property owned by either party at the date of the proposal will remain exclusively in the ownership of that party.
8.2 You grant us (and all related companies) a free perpetual licence to use such copyrights and intellectual property for internal purposes only.
8.3 You will not:
- (a) use any trademarks that are the property of us or our 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 us in writing.
- (b) use or permit anything which may interfere with, damage or endanger intellectual property rights of us or our Suppliers, or assist or allow others to doso.
8.4 You agree:
- (a) to advise us immediately if you become aware of any unauthorized use or attempted use by any person of our trademarks or other intellectual property, or of our Suppliers.
- (b) to ensure that all Confidential Information we give to you is made available to your employees only on the basis that those employees at all times maintain strict confidentiality.
8.5 If we deliver services involving our intellectual property and copyright, that intellectual property and copyright remains in our exclusive ownership and does not transfer to you by default.
10. Obligations to Suppliers
9.1 If required by our Suppliers, we may impose certain obligations on you and advise you in writing of such obligations. If you do not confirm acceptance of such obligations within three working days, we reserve the right to terminate this agreement.
9.2 Products provided to us by third parties will be subject to availability and price changes from time to time based on the Supplier. We reservice the right to offer an alternative product for a similar price or adjust the product prices at any time to reflect pricing changes of the product from our Suppliers.
11. Privacy and Confidentiality
10.1 When we provide Services, any personal information you provide to us is governed by our privacy policy, which can be accessed here: [Privacy Policy (winsborough.co.nz)].
10.2 Confidential Information can be disclosed if the use or disclosure is necessary to provide or use the Services, if the use or disclosure is required by law or if the information is already public (other than through a breach of confidentiality by either party). You will not use or disclose any Confidential Information, except as provided in this clause 10.
10.3 Any report, part of any report or reference to any report we provide to you may not be included in published documents, circulation or statement without our written approval.
10.4 Personal psychological reports are provided to the person or entity named on the cover sheet. Psychological reports are only to be shared with those who are actively involved in the purpose for which the information was collected, and for whom consent has been granted. In the event that the individual named in the report leaves the organisation or company, you agree to destroy the report within six months of the individual leaving the organisation or company.
10.5 The information contained in a personal psychological report has been compiled by us on behalf of and at the request of you and may be relied on only by you. The information is evaluative material and is supplied in confidence. We assume you have voluntarily supplied this information, which may include personal information.
10.6 You are responsible for the secure and confidential storage and safe keeping of all personal information and Confidential Information supplied to you in any form (including but not limited to reports on paper, facsimile, electronic communication, spoken word).
10.7 If requested, you will provide us with the required authorities necessary to obtain the information required to complete the reports and provide the services that we have been contracted to supply.
10.8 In the event that any report supplied by us is passed to or in some way comes into the possession of any party other than you, as a result of any action or inaction by you, and this report results in any claim against us, then you will indemnify us for any loss we incur.
12. Guarantee
11.1 If you a corporate entity, we may require a personal guarantee by the director(s) or others before accepting an engagement. We will not be liable for any delays in delivering the Service when a personal guarantee has been requested but not delivered in a reasonable time.
13. Termination
12.1 If we breach any of these terms and conditions, you may terminate this agreement by providing us 14 days’ notice in writing.
12.2 We may terminate this agreement by providing you 7 days’ notice in writing if:
- (a) You breach any of these terms and conditions;
- (b) We believes on reasonable grounds that you have supplied incorrect or misleading information.
12.3 We may terminate this agreement immediately if you are or become insolvent, and/or take steps to liquidation if you are a corporate entity, or are declared bankrupt if you are an individual.
12.4 If this agreement is terminated for any reason, we may still invoice you for our services up to the date of termination.
14. Amendments
13.1 We may modify, vary or amend these terms and conditions by providing you with 30 days written notice.
13.2 You must not modify, vary or amend these terms and conditions unless it is otherwise expressly agreed in writing and signed by us.