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TERMS AND CONDITIONS OF TRADE

  • Acceptance
    • These are the terms between us, Your Health NZ Limited, and you, the Customer. If you accept a Proposal from us, or otherwise engage us to carry out Services, you accept that these terms apply to those Services, and to all other services we provide you from time to time (unless we otherwise agree in writing).
  • Proposals
    • Proposals given are valid for 1 month provided that:
      • we may withdraw a Proposal at any time before you accept it in writing; and
      • Proposals are based on costs and charges applying at the date of the Proposal. Any changes in cost arising from sources beyond our control (such as changes in prices charged by suppliers or subcontractors to us, government charges or additional costs relating to the Services required to comply with Public Health guidance) will be charged to you.
    • Unless stated otherwise, all amounts stated in Proposals are exclusive of GST and any credit card merchant fees.
    • The fact that a Proposal has been given, and the contents of that Proposal, are commercially sensitive and confidential to us, and may not be disclosed to any person without our prior written consent.
  • Our responsibilities
    • We will carry out the Services with reasonable skill, care and diligence.
    • We will use all reasonable efforts to complete the Services in the timeframes (if any) set out in the Proposal.
  • Your responsibilities
    • We may request information from you in order to carry out the Services, and you will provide this information, free of cost, as soon as practicable following the request. You are responsible for the accuracy and completeness of information supplied to us verbally or in writing in connection with the performance of the Services.
    • You will provide our staff with a safe working environment. We reserve the right for our staff to refuse to work in an environment we reasonably consider unsafe.
  • Charges and payment
    • Unless otherwise agreed in writing between us or otherwise provided in these Terms, the charges for the Services are set out in the Proposal.
    • If you request that we provide services outside of the Services set out in the Proposal and we agree to do so, the time incurred in providing those additional services will be charged at the hourly rate specified in the Proposal.
    • We will on-charge you all out of pocket expenses incurred in providing the Services. This includes parking costs and costs for travel.
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(a) Travel within Hamilton city boundaries is charged at a flat rate of $35.00 + GST

(b) Travel outside Hamilton City boundaries; a rate of $65 + GST per hour per staff member, plus $0.89 cents per kilometre

  • With the exception of invoices relating to vaccinations and any products charged to you, we will issue invoices on a monthly basis. Invoices are payable in full on the 20th day of the month following the date of invoice.
  • If you order products from us and we accept the order, you acknowledge that you have no right to cancel the order. We may, in our sole discretion, allow you to cancel all or part of an order in which case we will charge a cancellation fee equivalent to 10% of the cancelled order value.
  • You agree to make all payments due to us in full without deduction of any nature whatsoever whether by way of set-off, counterclaim or other equitable or lawful claim and without deduction of any taxes or other government charges.
  • Any amount which is not paid within due will incur interest at the rate of 15% per annum compounding daily on the outstanding balance (both before or after any judgement, and in addition to any other rights and remedies). An admin fee of $35 + GST will also be added to your We also reserve the right to claim the costs of recovering any debt (including debt collection and legal costs on a solicitor-client basis).
  • Terms specific to vaccinations
    • If the Services includes vaccinations, the following Terms apply (in addition to all other relevant terms contained in these Terms):
      • You will confirm the number of vaccinations required at least 10 Working Days prior to the Services being provided.
      • If any of the vaccination bookings notified by you under term 6.1(a) are cancelled (e.g. 40 vaccines are booked but only 32 are given on the day), we may charge a 50% cancellation fee for each vaccine cancelled.
      • If all booked vaccinations cannot be given on the planned date (e.g. a staff member is absent) we can at our discretion provide you with a voucher to use at a later date at specified health providers, as opposed to cancelling that vaccination and charging a 50% cancellation fee. If we elect to provide you with a voucher, we will charge you at the voucher rate for this vaccination. You acknowledge and agree that vouchers are non-refundable and non-transferable. You are encouraged to use your voucher as soon as possible after issue as national flu vaccination supply issues can occur from time to time.
      • It is a requirement to have a qualified first aider present when the vaccinations are being administered. Unless you notify us at least 10 Working Days prior to the vaccinations being administered that you will provide your own first aider, we can choose to provide a first aider. We do however reserve the right to require our own first aider to be present (e.g. in circumstances of increased risk). In all cases where we provide the first aider (regardless of whether your first aider is also present) we will charge an additional $45 + GST per hour (minimum 1 hour) for the first aider. We strongly recommend that you utilise our first aider service to ensure that no delay occurs to vaccinations due to the unavailability of your first aider on the day.
      • Invoices for Services related to vaccinations are issued on the day of vaccinating and are payable within 5 Working Days of the invoice date (unless otherwise agreed).

Vaccines are continually managed within a cold chain environment from the moment of manufacture to being administered. We use our best endeavours to meet all requirements for cold chain compliance and have processes in place to maintain and monitor temperatures whilst mobile and onsite. If a cold chain excursion or breach occurs, you acknowledge and agree that we will need to manage that at the time (for your safety) which may cause a delay or postponement in your booking. We will not be liable to you for any delay or postponement resulting from a cold chain excursion / breach.

  • As an occupational health provider we are unable to claim funding for those individuals booked for vaccination who may be eligible for a funded vaccination. Accordingly, all vaccinations booked and administered will be charged at the rate shown in the Proposal.
  • Terms specific to nursing services
    • You will not offer work to any of our staff members, either as employees or independent contractors. If you breach this Term you agree to pay a recruitment fee of 15% of the relevant staff member’s forecast annual earnings + GST, or a minimum of $5,000 + GST.
    • If any of our staff members approach you for employment, either as employees or independent contractors, within 6 months of their last shift for us, you will immediately notify us. If you employ the person, we reserve the right to charge the recruitment fee as set out in Term 7.1.
    • If the Services include relief nursing, the following Terms apply (in addition to all other relevant terms contained in these Terms):
      • You will use reasonable endeavours to provide us with at least 7 days’ notice of a request for staff. We will use reasonable endeavours to meet your request.
      • If we have provided confirmation of your request for a staff member for your workplace and you cancel the booking, or any shift that is part of the booking, then the following cancellation fees will apply:

(i) The Client will give the Supplier no less than 48 hour’s notice if any shift is being cancelled by the Client. The Supplier will not charge the Client if the cancellation is made on the terms of this Agreement; or

(ii) In the event that the Client cancels a shift with less than 48 hour’s notice, but more than 12 hours prior to the scheduled start of shift starting the Client will pay the supplier a set cancellation fee of $130 (plus GST); or

(iii) Should the Client cancel a shift within 12 hours of the scheduled start time, or a proportion of a shift already commenced by an individual vaccinator. The Client will pay the Supplier for the full shift hours.

  • You will be responsible for the supervision of our staff working at your facility.
  • Our staff will comply with your reasonable policies and procedures, provided that they are notified to our staff in advance.

 

  • Confidentiality
    • All information we provide in connection with providing the Services (except publicly available information), whether before or after the date of acceptance of the Proposal, must be kept confidential. You acknowledge and agree that the confidential information is provided in terms of strict confidentiality and all confidential information will only be used in connection with the Services.
  • Ownership of intellectual property
    • Intellectual property prepared or created by us in carrying out the Services (“New Intellectual Property”) will be owned by you. You grant us an unrestricted royalty free license in perpetuity to copy or use the New Intellectual Property.
    • Intellectual property owned by us prior to the commencement of the Services shall remain our property.
    • We do not warrant the suitability of the New Intellectual Property for any purpose other than the Services or any other use stated in the Contract Documentation.
  • Subcontractors
    • We may sublet the whole or any portion of the Services, and will be responsible for the work of our subcontractors.
  • Insurance/liability/indemnity
    • We hold public liability insurance up to $2,000,000 against liability for loss or damage to any property, or injury or death or illness which arises from carrying out the Services. We also hold professional indemnity insurance up to $500,000 per incident or event (with a maximum annual claim cap of $1,000,000) against any errors or omissions in any advice for you.
    • Notwithstanding anything to the contrary contained in these terms or any other agreement between us, our maximum liability to you in respect of any Services by us shall not in any event exceed an amount equal to the amount recoverable by us for such a claim under our relevant insurance policy. We are not liable for any indirect, special or consequential damages of any kind, including in respect of loss of profits, however arising, whether under contract, tort, or otherwise.
    • You indemnify us against all liabilities, costs, losses, claims or demands incurred by us directly or indirectly arising out of the Services (unless due to our gross negligence) or your breach of these Terms.
  • Privacy
    • You consent to us referring to and showcasing the Services to potential clients and the public (via our website or other methods of advertising).
    • We may collect and hold information about you in order to provide the Services. You consent to us using this information to provide you with newsletters and promotional material. Unless you notify us otherwise, you consent to receiving marketing, promotional and other material by way of electronic messages from us.
    • All personal information that we receive from you or your staff members will be held in accordance with our privacy policy, which can be viewed upon request.
  • Suspension and termination
    • Without prejudice to any of our other rights or remedies, we may suspend the Services (including the provision of documentation) at any time if you default in any of your obligations under these Terms, including failing or refusing to pay any invoiced amount in full by the due date for its payment.
    • We may terminate our obligations under these terms if at any time you:
      • become bankrupt, have a liquidator, receiver or statutory manager appointed; or
      • default in your obligations under these terms and do not remedy that default within 5 Working Days of receiving a notice requiring remedy.
    • Force majeure
      • A party affected by Force Majeure shall not be deemed to be in breach of these Terms, or otherwise be liable to the other, by reason of any delay in performance, or the non-performance, of any of its obligations under these Terms to the extent that the delay or non-performance is due to any Force Majeure of which it has notified the other party in accordance with clause 15.2. The time for performance of that obligation shall be extended accordingly.
      • If any Force Majeure occurs in relation to either party which affects or is likely to affect the performance of any of its obligations under these Terms, it shall notify the other party within a reasonable time as to the nature and extent of the circumstances in question and their effect on its ability to perform.
    • Business transactions
      • We do not guarantee that the Services will be error or fault free (we’re human!). As the Services are to be carried out for the purposes of a business, to the maximum extent permitted by the law, all guarantees, warranties, rights, conditions or remedies implied by the Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other guarantees, warranties, or provisions that would otherwise be implied by statute or rule of law are expressly excluded.
  • Customer information
    • Each person signing the Contract Documentation agrees that we may obtain information about your creditworthiness for the purposes of deciding whether to provide (or to continue to provide) services to you. You consent to any person providing us with such information, and irrevocably authorise us to complete a credit check on you and/or disclose information to any person for any purpose relating to your credit or debt collection, including loading and checking details with any credit reporting agency.
  • Signage
    • You agree that we have the right to erect signage at the location the Services are to be performed to advertise ourselves during the period of the Services.
  • Health and safety
    • We both acknowledge that we are aware of, and will comply with, any relevant obligations imposed on us under the Health and Safety at Work Act 2015. We have not, and will not, assume any duty imposed on you from time to time pursuant to the Health and Safety at Services Act 2015 arising out of the Services.
    • We will comply with your health and safety policy and procedures while on your premises provided that they have been notified to us in advance. You will advise us of any particular hazards relating to your premises.
  • Notices
    • All notices are to be in writing and emailed to the addresses set out in the Contract Documentation. A notice is deemed to be received when the email leaves the sender’s communications system, provided that the sender does not receive any error message relating to the sending of the email.
    • Despite clause 20.1, any notice received after 5pm, or received on a day that is not a Working Day, is deemed not to have been received until 9am on the next Working Day.
  • Dispute resolution
    • If there is any dispute relating to these Terms or the Services, the party raising the dispute must give the other party written notice specifying particulars of the dispute. If negotiations between the parties do not resolve the dispute, either party may refer a dispute to mediation or arbitration under the Arbitration Act 1996 (without limiting any other remedy). For the purposes of Schedule 2 of the Arbitration Act 1996, the appointing body shall be the Arbitrators’ and Mediators’ Institute of New Zealand.
  • Governing law
    • These Terms are governed by New Zealand law and the New Zealand courts have exclusive jurisdiction in respect of these Terms and our commercial relationship.
  • Assignment
    • You may not assign or transfer any of your rights or obligations under these Terms, except with my prior written consent.
  • Entire agreement
    • The Contractual Documentation constitutes the entire agreement between us with respect to the Services and it replaces all earlier negotiations, representations, warranties, understandings and agreements, whether verbal or written, between the parties with respect to the Services.
  • No waiver
    • No right under these Terms shall be deemed waived except by notice in writing signed by the relevant party. Any failure to enforce any clause of these Terms, or any delay or indulgence granted by one of us to the other will not be construed as a waiver.
  • Amendments
    • We may amend these Terms at any time by providing at least 10 Working Days’ prior written notice.
  • Definitions
    • In these Terms:

Contract Documentation means all documentation between us forming the contractual arrangement for the Services, including the Proposal and Terms.

Customer means the customer/client stated in the Proposal.

Force Majeure means war, emergency, accident, fire, earthquake, flood, storm, industrial strike, global health emergency, pandemic or epidemic or other impediment which the affected party proves was beyond its control.

Including does not imply limitation.

Proposal means a proposal, quotation, letter, email, scope of Services or other documentation given by us to you describing the Services to be carried out.

Terms means these terms of trade.

Services means the Services to be performed by us as stated in the Contract Documentation (subject to variations).

Working Day means Mondays to Fridays, with the exception of statutory public holidays and the provincial anniversary holiday pertaining to the Waikato region.

 

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