By engaging us to provide services, you agree that you will be bound by the terms and conditions set out below (the “terms”).
“You” or “your” means the person engaging us to provide services.
“We” “us” and “our” means Carbon Forest Services Limited trading as Carbon Forest Services and its related companies, successors and assigns.
1. Services
1.1. We will provide You with carbon forestry consultancy services which may include assessment, modelling, administrative and advisory services more particularly described in your individual proposal letter or email (the “services”).
1.2. We will perform the services exercising a reasonable degree of skill, care and diligence having regard to the standard reasonably expected of a competent professional in the carbon forestry industry.
2. Provision of information
2.1. You agree to provide us with sufficient information to understand your requirements so that we can provide the best possible service to you. We will not, without your prior consent, use information provided by you for any purpose unrelated to the services. We will perform the services in reliance of the information provided by you and you acknowledge that any inaccuracies or changes to the information may present a different result.
3. Fees and payment
3.1. Unless otherwise agreed, you will be charged fees on an hourly basis as outlined in our fee schedule and provided to you prior to the commencement of services. Our fee schedule may be updated from time to time and any changes will be notified to you.
3.2. In addition to payment of fees, you agree to reimburse us for sundry expenses that we may incur on your behalf, including travelling expenses.
3.3. All fees and prices are GST exclusive.
3.4. You may be issued interim invoices for the services and payment will be due seven [7 ] days from the date of an invoice unless otherwise agreed.
3.5. If payment is overdue, we may discontinue providing any further services until payment is brought up to date.
3.6. We may charge you interest on all outstanding invoices not paid on the due date at the rate of 2% per month, compounded from month to month, on the overdue amount and for any collection costs relating to such outstanding invoices.
3.7. You agree that you will, upon demand by us, pay all our expenses and legal costs (on a solicitor/agent/client basis) in respect of the collection of all overdue monies.
4. Intellectual Property
4.1. The intellectual property for all material provided by us including logos, graphics, systems or text, will remain our property at all times. You may not copy or distribute any part of this material to third parties or use it for commercial purposes without our express written permission.
5. Confidentiality
5.1. We both agree that we will not disclose Confidential Information of the other party to any third party without the prior written consent of the other party, unless required by law.
5.2. “Confidential Information” means all information in relation to a disclosing party, its business, operations, products or processes, which is or might reasonably be considered by the disclosing party to be confidential except to the extent that such information is lawfully in the public domain.
6. Privacy Act
6.1. We may collect your personal information so that we can provide the services to you. We understand that your personal information is important to you and are committed to protecting your privacy.
6.2. You authorise us to collect, hold and use any information about you for the purpose of providing the services, assessing your creditworthiness or marketing services to you.
6.3. You authorise us to disclose information about you to any credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by you.
6.4. You can request access to and correction of personal information held by us.
7. Health and Safety
7.1. You will ensure that you comply with your obligations, and you will co-operate, consult and co-ordinate with us, so far as is reasonably practicable and with any other person who has health and safety obligations relating to the services, to enable them to comply with their obligations under the Health and Safety at Work Act 2015 (the Act).
7.2. You must comply with our policies and reasonable directions relating to health and safety.
7.3. You acknowledge that any additional costs of complying with our obligations under the Act and all other relevant health and safety laws and regulations, including but not limited to any regulations in relation to the COVID-19 pandemic response may be passed on to you and will be in addition to any fee estimate provided to you.
8. Consumer Guarantees Act 1993
8.1. Our services are being provided to you for business purposes and you acknowledge and agree that the Consumer Guarantees Act 1993 does not apply.
9. Liability
9.1. To the fullest extent permitted by law, we will not be liable for any direct or indirect (including special and consequential) loss, cost, expense, liability or damage experienced or sustained by you arising from the services or any loss suffered due to the act or omission of any contractor or professional we have introduced you to.
9.2. If for any reason we cannot rely on this exclusion of liability, the maximum aggregate liability that we will have to you will be limited to the value of our fee charged.
9.3. You indemnify us from and against any liabilities, losses, damages, costs (including professional costs) or claims which we incur or suffer in the course of our dealings with you under these terms including in respect of any breach by you of these terms.
10. Force majeure
10.1. We shall not be liable for failure or delay of performance in whole or any part of our obligations under this agreement for any reason beyond our control (including, but not limited to, acts of God, acts of governmental authorities, pandemics, strikes, war, riot and any other causes of such nature). We will do all reasonable things within our power to end the circumstances causing the failure or delay.
11. Termination
11.1. Either party may terminate any or all services by giving [30] days written notice to the other party.
11.2. Either party may terminate any or all services immediately and without penalty if the other party:
11.2.1. materially breaches these terms; or
11.2.2. (or its directors/principals) goes into liquidation, bankruptcy, or receivership; or
11.2.3. has a receiver or statutory manager appointed over any or all of its assets; or
11.2.4. is removed from the Companies Register, is dissolved, or dies; or
11.2.5. commits an act of fraud, theft, or dishonesty that impacts the other party.
11.3. Without limitation to any other rights available to us, we may terminate services to you without notice if any invoice is more than 1 month overdue in payment.
11.4. You must pay for all services delivered before the effective date of termination.
12. Dispute resolution
12.1. We both agree to attempt in good faith to promptly resolve any dispute arising out of or in respect of any matters relating to the services or these terms using informal techniques such as mediation, expert evaluation or other techniques as agreed.
13. General
13.1. We reserve the right to review and amend these terms at any time. Updated terms will be available on our website.
13.2. If at any time we do not enforce any part or provision of these terms we will not be construed as having waived our rights to later enforce that or any other part or provision.
13.3. If any part or provision of these terms is deemed to be invalid, unenforceable or illegal, the remaining provisions shall remain in full force and effect.
13.4. These terms (and the provision services by us) are governed by and to be interpreted in accordance with New Zealand law.
