Terms of Trade

    1. This document will make clear the way in which we will be doing business with each other.  It sets out what we propose to do for you and what we need from you in order to enable us to help you reach your business goals.
    2. We have begun a relationship with you based on mutual trust and agreement which will enable us to use our expertise to help you achieve specified business goals.
    3. In order for that relationship to be mutually successful, we need to be clear about each of the roles that we are going to fulfil.
    4. This document and its Schedule will set out clearly the way in which we agree to work together.  By signing it, we provide our mutual consent to the terms including mutual responsibilities detailed.
    5. If either of us changes our mind about these terms or if circumstances change which will require changes to the terms, we both agree that we will first approach each other to discuss the matter and to try and reach a mutually agreeable decision.
    1. When we first meet with you, we will thoroughly discuss your needs.  At that meeting and/or subsequent meetings, we expect to have full and frank discussion/s about your business/es which include/s its current and desired state of operation.
    2. A full understanding of the way in which you conduct your business and the way in which you wish to conduct your business allows us to determine how we can add value to your business.
    3. We will work together with you to enable us to get this full understanding.  You promise to provide us with the information required to reach that full understanding and in turn, we promise to keep confidential the information you provided.
    4. Once we feel that we have gained that full understanding, we will set out our mutual understanding of your business in the Schedule.
    1. Since every business that we work with is unique, we customise a Schedule which contains our understanding of your business, the needs which require to be addressed, and the products and/or services which we suggest to meet those needs.
    2. To do this, the Schedule will set out our shared aims including the scope of the work to be completed, the action plan suggested to meet those aims including key deliverables, and the suggested timeframes for completion.
    3. The Schedule will also highlight the value of the products and/or services that we agree to provide you.
    4. The Schedule will clearly detail our mutually agreed costs, disbursements and expenses along with the payment terms we have negotiated.
    5. In providing these details in the Schedule, our aim is to have clarity in our dealings with each other.   If the Schedule needs to be modified, we agree that it will be by mutual agreement and be recorded in writing.
    1. While we are working together we may obtain knowledge of each other’s confidential information.  Neither of us will use and/or disclose the other’s confidential information to any third party unless agreed between us in writing.  We agree to maintain that confidence even after our relationship ends.
    2. You mutually warrant and represent that you have good title to any intellectual property, including business information, which we may use or need to complete the work/s listed in the Schedule.  If that warranty or representation is incorrect, you agree to indemnify us against all damages, costs and losses incurred in connection with any claim based on the incorrect warranty or representation.
    3. We agree to complete the work/s as per the Schedule and you agree to pay us for the work/s as per the Schedule.
    4. We will not be liable to you for any loss or damage arising directly or indirectly in connection with this agreement, including (but without limitation) any loss of profit, business, revenue, goodwill or anticipated savings. This exclusion of liability applies to liability in contract and/or tort (including negligence) or any other principle of legal liability.
    5. In the event that any limitation or provision contained in this agreement is invalid for any reason and we become liable for loss or damage that would otherwise have been excluded, such liability is limited to the amount of the completed portion of the accepted work/s detailed in the Schedule then in force.
    6. We are not responsible for matters that are beyond our control such as, the acts of third parties or events beyond our control.
    7. We are not responsible for the consequences of any breach by you of your contractual obligations to us or third parties if these occur during the course of this contract or on termination of this contract.
    8. If either of us is unable to perform its duties and obligations under this agreement, we promise to immediately consult the other party so that a mutually beneficial adjustment to the agreement can be reached.  If a mutually beneficial adjustment can not be reached, then the parties may take steps to terminate the agreement.
    9. If any term of this agreement is illegal, invalid or unenforceable for any reason whatsoever, such term will be deemed to be deleted from this agreement on condition that if either party considers that any such deletion substantially affects or alters the commercial basis of this agreement it may give notice in writing to the other to terminate this agreement immediately.
    10. Except where urgent injunctive relief is sought by either of us, if a dispute arises out of or relates to this agreement, neither of us will commence Court or arbitration proceedings until after written notice of the dispute has been served by one party on the other.
    11. We will then try to negotiate a resolution to the dispute.
    12. Failing that, the matter is to first go to a mediator chosen by both of us.  If we are unable to choose a mediator, we will agree to a mediator appointed by the New Zealand Law Society.  We agree to diligently and in good faith co-operate and participate in the mediation process making genuine attempts to find a solution acceptable to both of us. We will share equally the cost of the mediation.
    13. If we cannot reach an agreement after mediation or if we both agree in writing not to pursue mediation, then the dispute shall be referred to the arbitration of two arbitrators, one to be appointed by each party to the dispute, or to an umpire to be appointed by the arbitrators.
    14. All costs associated with the arbitration shall be determined by the arbitrator as the arbitrator sees fit and in making such assessment the arbitrator shall take into account the merits of each of our positions.
    15. No failure or delay by us or you to exercise any right or remedy under this agreement is a waiver of such right or remedy nor does any single or partial exercise of any right or remedy under this agreement preclude the exercise of any other right or remedy or preclude the further exercise of such right or remedy as the case may be. The rights and remedies provided in this agreement are cumulative and are not exclusive of any rights or remedies provided by law.
    16. The parties agree that, subject to the requirements of applicable law, none of them will disclose any of the terms of this agreement to any third parties other than their professional advisers, and further neither of them will, and will not permit their advisers to, make any public announcement or issue any press release or other publicity relating to this agreement without the prior written approval of the other party as to its form and content.
    17. This agreement sets out the entire agreement between us and may only be amended in writing.  It supersedes all prior oral or written agreements, understandings, or arrangements relating to this subject matter.
    18. Any notices must be in writing and if a company, must be served on the registered office or address for service listed in the Companies Office Register or if on an individual, by effecting personal service on that individual at their last known address.

If you do have any questions please feel free to contact Allan Rodrigues on allan@theBusinessBinnacle.co.nz [no spam]