Terms and Conditions
1. PRICE AND PAYMENT
All pricing is in New Zealand Dollars and excludes Goods and Services Tax (GST) and unless accepted in writing expires ten (10) calendar days after receipt of any proposal.
1.1 Fixed Price
SPS Biosecurity Limited is offering the services and goods attached to this Terms of Trade (TOT) for a fixed price.
Payment is by cheque or direct debit.
Payment must be received before biosecurity services will be carried out or items are despatched.
Travel expenses and meetings based at the Company premises are excluded from the pricing, see 1.3 below. This includes flights, accommodation, and rental cars where required.
Invoices are raised on despatch of items or completion of work (unless otherwise agreed) and invoice payment is due on the 20th day of the following month. SPS Biosecurity Limited reserves the right to charge the Company all fees, charges, interest, commission, and any other costs involved in settlement and/or recovery of any amount owing to SPS Biosecurity Limited due to late payment of invoices.
1.3 Other Expenses and related Pricing notes
All other costs incurred by SPS Biosecurity Limited will be charged to the Company at cost, without the addition of any service charge. Depending on the circumstances, a fixed rate may be negotiated to cover accommodation and meals.
No travelling time is charged for full-time work undertaken within normal commuting distance of the normal residence of the applicable consultant. Travel between the Company offices in the consultant’s base region is charged at normal rates. Travel to locations outside the consultant’s base region, or outside New Zealand is charged at a negotiable rate.
If, as a consequence of the provision of services or products to the Company, SPS Biosecurity Limited becomes responsible for sales tax, customs duty or other taxes, duties, tariffs, levies or surcharges imposed by any governmental or statutory authority, these extra costs will be charged to the Company. An invoice will be issued immediately when SPS Biosecurity Limited incurs any such costs and will be due for payment on the 20th of the month following the invoice date.
1.4 Termination
The Company may terminate, at any time and with 1 month or 20 working days’ notice, any services provided. The Company will be charged for services provided up to the time of termination. In the event of termination SPS Biosecurity Limited will be entitled to a reimbursement for work already undertaken. SPS Biosecurity Limited accepts its professional responsibility to provide services and products which, as far as is reasonably practical, meet the terms of reference, specifications, and standards agreed between SPS Biosecurity Limited and the Company.
SPS Biosecurity Limited warrants that all services supplied by it during any assignment will be performed with reasonable care and skill and in accordance with generally accepted industry practice.
1.5 Limitation of Liability
SPS Biosecurity Limited’s liability is limited and commensurate to value of the work undertaken and will not exceed the value of services provided or
deliverables developed by SPS Biosecurity Limited. If this engagement is longer than 1 year, the liability will be limited on a 12-monthly basis to the value of the services provided during that 12-month period. SPS Biosecurity Limited’s liability for the loss of profit, savings, business, revenue, goodwill, and data, and indirect or consequential or other incidental loss or damage is excluded. SPS Biosecurity Limited’s liability does not include the cost of resold services and/or deliverables.
This agreement between SPS Biosecurity Limited and the Company includes all correspondence and contracts between the parties.
This document defines the standard TOT for SPS Biosecurity Limited. If a contract conflicts with these terms, then the specific clause in the contract replaces that clause in the TOT.
All materials, written or electronic, delivered to the Company during an assignment, belong exclusively to the Company, only after full payment is received by SPS Biosecurity Limited. Ideas, concepts, knowledge, or techniques developed by SPS Biosecurity Limited during the course of an assignment may be used by either SPS Biosecurity Limited or the Company, severally or jointly, in any way deemed appropriate by either party. Any methodology, techniques, means of production or generic training materials that SPS Biosecurity Limited makes available to the Company, as part of an assignment, shall remain the property of SPS Biosecurity Limited.
IP Ownership: SPS Biosecurity Limited will retain ownership of all Intellectual Property (IP) used on this assignment (know-how, techniques, ideas, methodologies), including any IP developed before or independently of this assignment, and any improvements, modifications or derivative versions of that IP.
1.9 Assignment Information
Unless the Company specifically refuses permission, a general description of the assignment and the name of the organisation will be used in SPS Biosecurity Limited’s general marketing information and consultants’ personal profiles to indicate to prospective clients the type of work undertaken by SPS Biosecurity Limited.