Terms and Conditions
1. Parties and Definitions to this Agreement
1.1. "Artisan Inc” for the purposes of this agreement, shall mean Artisan Inc Ltd, any person or entity acting for or on behalf of Artisan Inc or with the permission or authority of Artisan Inc.
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 Artisan Inc 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 Artisan Inc on a principal debtor basis.
1.4. “Services” shall mean all services supplied by Artisan Inc to the Client and includes any recommendations or consultancy advice.
1.5. “Price” shall mean the price payable for services as agreed between Artisan Inc and the Client in accordance with the Price and Payment clause of this contract.
2. Services
2.1. The Services provided shall be described on our invoices, quotation, and/or Engagement Agreement, or any other such form as provided by Artisan Inc to the Client.
3. Service & Conduct
3.1. Where Artisan Inc performs work for the client, 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 Artisan Inc 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 of our control. Consequently, Artisan Inc 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 Artisan Inc.
4. Price and Payment
4.1. The price shall be at Artisan Inc’s sole discretion, one or more of the following will apply:
a. The price as quoted by Artisan Inc to the Client. The quoted price or rates shall not alter providing the Client accepts Artisan Inc.’s quote within thirty (30) days of the date of the quotation.
b. Artisan Inc’s price as per Artisan Inc’s current rates as when the service is provided.
c. Travel may be charged for travel in excess of 20 km road travel per day from Auckland CBD. Kilometres travelled in excess of this daily maximum are charged at 77c per km. Time spent traveling in excesses of 30 minutes per day is charged at half the current hourly rate.
d. The use of external suppliers on your behalf, excluding consultancy will be charged to you at the suppliers prevailing rates.
5. Payment Terms
5.1. Payment shall be at Artisan Inc’s sole discretion of one or more of the following:
a. All invoices shall be paid as agreed with the client, but no later than the 20th day of the following month of the invoice date.
b. Payment to approved Clients shall be made by instalments in accordance with Artisan Inc’s payment schedule.
c. Payments will be made as agreed between Artisan Inc 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 Artisan Inc’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 Artisan Inc’s nominated account. Any other form of payment will not be receipted as paid until the transaction is deemed to be honoured.
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 Artisan Inc’s Services shall constitute acceptance of the Terms and Conditions of Trade of Artisan Inc by the Client. Should more than one Client enter into this agreement the Clients shall be jointly 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 Artisan Inc and shall be binding on the Client.
6.3. In the event that the Client proposes any change to the structure of the Clients business, a change in Shareholding, Name, Directors, Premises, postal address, registered office or Sale of the business the Client shall give no less than fourteen (14) days written notice of the proposed change or changes. If any loss is incurred by Artisan Inc the Client shall be liable for any loss suffered by Artisan Inc due to the Client not complying with this provision.
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 Artisan Inc in pursuing the debt including legal costs of a solicitor and own Client basis and Artisan Inc’s collection agency costs. Disbursements incurred by Artisan Inc in pursuing the debt including legal costs on a solicitor and own Client basis and Artisan Inc’s collection agency costs.
7.2. Interest on overdue or unpaid invoices shall accrue from the date when payment becomes due daily until the date payment is received at a rate of 2.5% per calendar month and all interest shall compound monthly before and after any judgement until payment is received in full.
7.3. Artisan Inc at its discretion may suspend or terminate the supply of goods and/or services should the Client, at any time be in breach of any obligation to Artisan Inc (including those relating to payment). Artisan Inc will not be liable for any loss or damages the Client has deemed to have suffered because Artisan Inc has exercised their rights under this clause.
7.4. If any account remains overdue after thirty (30)days then an amount of $20.00 or 10.00% of the amount overdue (up to a maximum of $200) whichever is the greater, shall be charged for administration fees and shall become immediately due and payable.
7.5. Without prejudice to Artisan Inc’s other remedies at law, Artisan Inc shall be entitled to cancel all or any part of any supply agreement with the Client which remains unfulfilled and all amounts owing to Artisan Inc shall, whether or not due for payment, become immediately payable in the event that:
a. any money payable to Artisan Inc becomes overdue of payment, or in Artisan Inc.’s opinion the Client will be unable to meet his payments as they become due; or
b. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
c. a receiver, liquidator, manager (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
8. Right of Cancellation
8.1. Artisan Inc may cancel any contract to which these Terms and Conditions apply or cancel the delivery of materials products or goods or service at any time by giving written notice to the Client. Artisan Inc shall not be liable for any damages or losses arising from such cancellation.
8.2. Should the Client cancel any contract with Artisan Inc the Client shall be liable for any loss incurred by Artisan Inc (including but not limited to loss of profits) up to the time of Cancellation.
9. Intellectual Property
9.1. Where Artisan Inc has designed, drafted or supplied written Works for the Client, then the copyright in those works and documents shall remain vested in Artisan Inc, 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 Artisan Inc without the written consent of Artisan Inc.
10. Secondment
10.1. Where Artisan Inc provides staff, contractors or any form of personnel on secondment to the Client and the Client offers a contract or employment whether full time or part time to the secondi, which is accepted by the secondi during the secondment or within 180 days of the end of the secondment the Client shall pay Artisan Inc a placement fee of 25% + G.S.T of the secondi’s annualised salary based on full time employment.
11. Privacy Act 1993
11.1. The Client and the Guarantor/s (if separate to the Client) authorises Artisan Inc to:
a.collect, use and retain any information about the Client, 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 Artisan Inc from the Client directly or obtained by Artisan Inc 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.
c.Where the Client and/or Guarantors are an individual the authorities under clause 11.1 are authorities or consents for the purposes of the Privacy Act 1993.
11.2. The Client and/or Guarantors shall have the right to request Artisan Inc for a copy of the information about the Client and/or Guarantors retained by Artisan Inc and the right to request Artisan Inc to correct any incorrect information about the Client and/or Guarantors held by Artisan Inc.
12. Dispute Resolution
12.1 . All disputes and differences between the Client and Artisan Inc touching and concerning this agreement shall be referred to arbitration under a single arbitrator agreed upon by both parties, or failing agreement, by two arbitrators (one to be appointed by each party) and their umpire (appointed by them prior to arbitration), such arbitration to be carried out in accordance with provisions of the Arbitration Act 1996
13. General
13.1. 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.
13.2. These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Nelson New Zealand or as otherwise directed by the Court.
13.3. Artisan Inc shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Artisan Inc of these terms and conditions.
13.4. In the event of any breach of this contract by Artisan Inc 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 Artisan Inc by the Client in part or full whichever is the lesser amount.
13.5. 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 Artisan Inc.
13.6. Artisan Inc may license or sub-contract all or any part of their rights and obligations without the Client’s consent.
13.7. Artisan Inc 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 Artisan Inc notifies the Client of such change.
13.8. 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.
13.9. The failure by Artisan Inc to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Artisan Inc’s right to subsequently enforce that provision.