TERMS AND CONDITIONS OF TRADE FOR THE SUPPLY OF SERVICES BY MCDONALD VAGUE
1. Parties and Definitions to this Agreement
1.1. "MVP” for the purposes of this agreement, shall mean McDonald Vague, any person or entity acting for or on behalf of McDonald Vague or with the permission or authority of McDonald Vague.
1.2. “Client” shall mean the Client, any person or entity acting for or on behalf of the Client or with the permission or authority of the Client as detailed on any quotation, estimate, Engagement Agreement or notation as provided by MVP to the Client.
1.3. “Guarantor” shall mean any person (or persons), or entity, who agrees to be held liable for the debts incurred by the Client in the course of business between the Client and MVP on a principal debtor basis.
1.4. “Services” shall mean all services supplied by MVP to the Client and includes any recommendations or consultancy advice, seminars and meeting room hire.
1.5. “Price” shall mean the price payable for services as agreed between MVP and the Client in accordance with clause 4 of this contract.
2.1. The Services provided shall be described on our invoices, quotation, and/or Engagement Agreement, or any other such form as provided by MVP to the Client.
3. Service and Conduct
3.1. Where MVP performs work for you, it will ensure that competent and suitably experienced personnel carry out all work, in a professional manner and in accordance with appropriate standards.
3.2. While MVP will make every endeavour to ensure a fully professional approach to all work carried out, it cannot guarantee the results of recommendations as many factors are outside our control. Consequently MVP shall not be liable for any consequences of the provision of services to you, except for consequences arising as a direct result of the proven negligence on the part of MVP.
4. Price and Payment
4.1. The price shall be at MVP’s sole discretion or one or more of the following:
(a) The price as quoted by MVP to the Client, plus disbursements.
(b) MVP’s price as per MVP’s current charge out rates for the type of assignment, plus disbursements, as and when the service is provided and in accordance with the engagement letter.
(c) Travel may be charged for travel at 77c per km, or the IRD approved rate.
5. Payment Terms
5.1. Payment shall be made as follows:
(a) All invoices shall be paid no later than the 20th day of the following month of the invoice date.
(b) Payment for certain approved Clients shall be made by instalments in accordance with MVP’s approved payment schedule.
(c) Payments will be made as agreed between MVP and the Client. If no payment arrangement is made or payment terms agreed, then payment shall be due as stated on the Invoice in cash, cheque, or by direct credit to MVP’s nominated account.
5.2. Payment shall not be deemed to have been received unless the payment is made in cash or cleared funds are deposited in MVP’s nominated account.
5.3. GST and other taxes and duties that may apply will be added to the Price unless they are expressly included in the Price.
6. Acceptance of Terms of Trade
6.1. Any engagement of MVP’s Services shall constitute acceptance of the Terms and Conditions of Trade of MVP by the Client. Should more than one Client enter into this agreement the Clients shall be jointly and severally liable for payment in full of the Price.
6.2. The terms and conditions of this agreement can only be amended with the written consent of MVP and shall be binding on the Client.
7. Default and Consequences of Non Payment
7.1. If the Client defaults in payment of any invoice when due, the Client shall pay all costs and disbursements incurred by MVP in pursuing the debt including legal costs or a solicitor and MVP’s collection agency costs.
8. Intellectual Property
8.1. Where MVP has designed, drafted or supplied written Works for the Client, then the copyright in those works and documents shall remain vested in MVP, and shall only be used by the Client. The Client shall not distribute or sell any works or documents to any third party as supplied to the Client by MVP without the written consent of MVP.
9. Privacy Act 1993
9.1. The Client and the Guarantor/s (if separate to the Client) authorises MVP to:
(a) Collect, use and retain any information about the Client (MVP must comply with Anti-Money Laundering and Countering Financing of Terrorism Act 2009 (AML/CFT) effective 1 October 2018 and use best practice guidelines within the Amended Identity Verification Code of Practice 2013 (the code)), for the purpose of assessing the Client’s creditworthiness or marketing products and services to the Client; and
(b) Disclose information about the Client, whether collected by MVP from the Client directly or obtained by MVP from any other party, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
9.2. Where the Client and/or Guarantors are an individual the authorities under clause 9.1 are authorities or consents for the purposes of the Privacy Act 1993.
9.3. The Client and/or Guarantors shall have the right to request MVP for a copy of the information about the Client and/or Guarantors retained by MVP and the right to request MVP to correct any incorrect information about the Client and/or Guarantors held by MVP.
10.1. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the existence, validity, legality and enforceability of the remaining provisions shall not be prejudiced, affected or impaired.
10.2. These terms and conditions are governed by the laws of New Zealand and any dispute in relation to these terms and conditions will be submitted to the exclusive jurisdiction of the courts of New Zealand.
10.3. MVP shall be under no liability whatsoever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by MVP of these terms and conditions.
10.4. In the event of any breach of this contract by MVP the remedies of the Client shall be limited to damages which under no circumstances shall exceed the contract price for Services provided and limited to the amount of monies paid to MVP by the Client in part or full whichever is the lesser amount.
10.5. The Client shall not be entitled to set off against or deduct from the price any sums owed or claimed to be owed to the Client by MVP.
10.6. MVP may license or sub-contract all or any part of their rights and obligations without the Client’s consent.
10.7. MVP reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which MVP notifies the Client of such change.
10.8. The provisions of the Contractual Remedies Act 1979 shall apply to this contract as if section 15(d) were omitted from the Contractual Remedies Act 1979.
10.9. Neither party shall be liable for any default due to any act of God, war, terrorism, fire, flood, drought, storm or other event beyond the reasonable control of either party.
10.10. The failure by MVP to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect MVP’s right to subsequently enforce that provision.
10.12. We will not disclose to third parties confidential information relating to your affairs unless compelled to do so by law
10.13. Unless we have agreed in writing, no advice or other information provided to you is to be passed on or made available to any third party. We have no liability to any such third party and you will indemnify us against any such third party claim. We will clearly define in the report the purpose of such report and its circulation
10.14. Any work papers we produce when providing services belong to us.
11. Payment Online
The following is a summary of the key terms of the online payment service:
11.1 The online facility is provided by Paypal, which may charge you a convenience fee.
11.2 MVP does not receive any part of the convenience fee.
11.3 Payment may only be made with Visa or MasterCard credit cards.
11.4 Before using the payment service, enquiry should be made of the credit card provider as to the nature of the other fees (if any) payable to the provider as a result of using the payment service. For example, use of a credit card outside New Zealand using the service may give rise to a currency conversion fee.
11.5 The credit card information supplied when using the payment service is retained by Paypal and is not supplied to MVP. The only information supplied to MVP is the name of the payer, and the amount of the payment. It is the sole responsibility of the user of the payment service to ensure that the information entered in the relevant fields is correct. It is recommended that you take and retain a copy of the transaction for record keeping purposes, and to assist with the resolution of any disputes that may arise from use of the service.
11.6 The payment service is provided through a secure website. However, neither Paypal nor MVP is able to give any assurance that information provided online by a user may not be able to be read or intercepted by a third party. MVP does not accept any liability in the event of the interception, "hacking" or other unauthorised access to information provided by a user of the payment service.
12 Disclaimer and Limitation of liability
12.1. MVP does not accept liability for any damage, loss, cost (including legal costs), expenses, indirect losses or consequential damage of any kind which may be suffered or incurred from the use of the payment service.
The above disclaimer and limitation of liability operates only to the extent permitted by law.
13 Licence; Restrictions on Use
13.1. You are granted access and use to online articles from time to time made available to you for the internal purposes only of (i) research or study, (ii) providing professional services and information to your clients, and (iii) providing academic services to students. This is subject to the following limitations:
13.2 All right, title, and interest (including all copyrights and other intellectual property rights) in the articles and brochures belong to MVP. You acquire no ownership of copyright or other intellectual property rights or proprietary interest in the articles or copies thereof.
13.3 You may not remove or obscure the copyright notice or other notices contained in articles and should attribute the author and MVP in any use of the articles.