All work carried out for you (the "Client") by Geoid (the “Firm”), both in-field and in-office based work, shall be on the following terms. Individual fee proposals for any contain further details of the services to be provided and associated fees & charges.

 1 Firms Obligations

 1.1 The Firm agrees to provide the Client with the work and/or services set out in the Proposal (the “Services”) for the fees/charges set out in the Proposal. The Client will be invoiced monthly for actual time spent by the Firm in providing the Services except where the Proposal sets out a fixed price for the Services. The Client acknowledges that any time estimates for completion of the Services set out in the Proposal are estimates only. The Proposal may be amended by written agreement between the parties to reflect any further agreement on the detail on each element of the Services.

 1.2 The Firm will perform the Services in a professional manner, exercising all due skill and care and will use reasonable endeavours to meet any dates for completion or delivery of the Services. Notwithstanding this, the Services are provided at the Client's request and as such the Client accepts responsibility for ensuring that the Services are suitable for the Client's own needs and purpose.

 2 Client Obligations

 2.1 The Client shall make full payment for the Services in accordance with clause 3 Payment below.

 2.2 The Client shall provide to the Firm, free of cost, as soon as practicable following request, all information requested which is within the Client's power to obtain.

 2.3 The Client must co-operate with the Firm and not obstruct the proper performance of the Services, including allowing the Firm reasonable access to the site and other locations associated with the Services.

 2.4 As soon as the Client becomes aware of anything that will materially affect the scope or timing of the Services, the Client must inform the Firm in writing (email is preferred). 

 3 Payment

 3.1 All fee estimates supplied to the Client by the Firm will be provided based on the request by the Client for the work carried out as detailed within the Proposal. Any work or Services provided outside the Proposal will be completed and invoiced separately on discussion and agreement with the Client.

 3.2 Upon request from the Firm the Client shall immediately pay to the Firm all disbursements and external expenses incurred, paid or payable by the Firm on behalf of the Client. If the firm pays external fees and disbursements on the clients behalf, the client may be liable for a 10% handling fee.

 3.3 The Firm may charge the Client, generally by way of monthly progress claims, on the agreed fee basis, or if no basis of charging has been agreed, the Firm may charge the Client a fair and reasonable fee. The Firm may also render interim fee accounts.

 3.4 Our invoices are payable 2 weeks (14 days) following the date of the invoice (fee payment date dated on the invoice). Where we do not receive payment by that date, we may charge you interest at the rate of 5% per annum above our principal banker’s usual lending rate, compounding monthly.

 3.5 If any payment is overdue by 21 days or more the Firm may demand payment within 7 days. If the Client does not pay within 7 days the Firm does not have to supply any more Services.

 3.6 The Client shall pay all costs, expenses and charges including legal costs on a solicitor and own client basis that are incurred by the Firm in recovering any money owing to it by the Client.

 4 Liability and Insurance

 4.1 The Firm must effect and maintain for the duration of the Services:
 4.1.1 Public liability insurance with a minimum cover of $1,000,000
 4.1.2 Professional Indemnity insurance with cover of $1,000,000

 5 Health & Safety

 5.1 The Firm operates within the principles and objectives of the Health & Safety at Work Act 2015 (HSWA) and has an active Health and Safety Policy. 

 6 Electronic Services and Communication

 6.1 Where we provide any electronic service to you, or communicate with you by electronic means, we will take every reasonable precaution to ensure that those services and communications are accurate, reliable, adequate, complete, confidential and secure. However, we cannot always be certain that those services and communications are error free. Also, because they will in most cases be Internet-based, certain risks exist that are outside our control. Consequently, despite the other provisions of these terms, we cannot and do not represent or warrant that those services and communications will always be accurate, reliable, adequate, complete, confidential and secure. We also exclude all warranties to the extent permitted by law.

 7 Confidential Information

 7.1 We will not disclose to any other person any confidential information which we obtain or have been given as a result of providing the Services. Possession of confidential information will not preclude us acting for any other client.

 8 Variations

 8.1 The Client may order variations to the Services in writing and may request the Firm to make proposals for variation to the Services which may include a variation to the fees for the Services, if necessary.

 9 Termination

 9.1 The Client may suspend all or part of the Services or terminate this agreement by notice to the Firm in writing who shall immediately make arrangements to stop the Services and minimise further expenditure. Suspension or termination shall not prejudice or affect accrued rights or claims and liabilities of the parties including the payment of all fees and other costs payable to the Firm up to the effective date of suspension or termination and all further fees and costs incidental to the orderly termination of the Services.

 10 General

 10.1 These terms and conditions and the Proposal comprise the entire agreement between the parties in relation to the provision of the spatial services. You (the "Client") acknowledge that you have not relied upon any representation not recorded in this Agreement. In the event of any inconsistency between the Proposal and these terms and conditions, the Proposal shall prevail.

 10.2 This Agreement shall be governed by and construed in accordance with New Zealand law. If any dispute or difference shall arise out of or in relation to this Agreement, the parties shall attempt to resolve it by good faith discussions and otherwise through mediation in accordance with the Small Claims Court. If either or both parties shall refuse to initiate the procedure within 14 days of the dispute having arisen or if the parties fail to agree terms of settlement within 60 days of the initiation of the procedure, the matter shall be finally settled by the New Zealand courts.

 11 Force Majeure

 11.1 Neither the Firm nor the Client will be liable for any act, omission or failure under this agreement (except failure to meet an obligation to pay money) if that act, omission or failure arises directly from a force majeure event (being circumstances beyond the reasonable control of the party concerned, including, without limitation, extreme weather conditions, civil disruption or industry wide industrial action).

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