TERMS & CONDITIONS

OF ENGAGEMENT

IMPORTANT NOTICE: Set out below are the Standard Terms and Conditions of Engagement for all services provided by Yellow Consulting Limited.

1.    Parties to and Definitions of this Agreement
1.1.    “Yellow Consulting” for the purposes of this agreement, shall mean Yellow Consulting Limited, any person or entity acting for or on behalf of Yellow Consulting Limited or with the permission or authority of Yellow Consulting Limited.
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 Yellow Consulting 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 Yellow Consulting on a principal debtor basis.
1.4.    “Services” shall mean all services supplied by Yellow Consulting to the Client and includes any recommendations or consultancy advice, seminars and meeting room hire.
1.5.    “Price” shall mean the price payable for services as agreed between Yellow Consulting and the Client in accordance with clause 5 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 Yellow Consulting to the Client.

3.    Service & Conduct
3.1.    Where Yellow Consulting performs work for you, 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 Yellow Consulting will make every endeavour to ensure a fully professional approach to all work carried out, Yellow Consulting 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 Yellow Consulting.

4.    Acceptance: 
4.1.    These Standard Terms of Engagement apply in respect to all work carried out by Yellow Consulting.
4.2.    Any engagement of Yellow Consulting’s Services shall constitute acceptance of the Terms and Conditions of Trade of Yellow Consulting by the Client.
4.3.    The terms and conditions of this agreement can only be amended with the written consent of Yellow Consulting and shall be binding on the Client.
4.4.    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 Yellow Consulting the Client shall be liable for any loss suffered by Yellow Consulting due to the Client not complying with this provision.

5.    Prices:
5.1.    Yellow Consulting charges services at $150.00 per hour, unless there has been a variation or an individualised agreement made in writing.
5.2.    Project based services will be charged as per quotations provided in the engagement agreement.
5.3.    Prices are subject to change due to technological advances and other various reasons. 
5.4.    Unless otherwise expressly stated, the prices quoted in this and any engagement agreement are exclusive of GST.  
5.5.    Quotes for jobs are valid for 30 days from the date of the quote.  If the Client’s instructions change then any further expense or cost shall be in addition to the quoted price.  
5.6.    In providing services we may have to make payment to third parties on your behalf. These will be included in your invoice when the expense is incurred. 
5.7.    Contract Client’s prices are fixed for 12 months.

 
6.    Invoices:
6.1.    An invoice will be forwarded to you on completion of each job. Payment is due within seven days from the date of the invoice unless advised otherwise on the invoice, or agreed in engagement documentation.

7.    Payment Terms
7.1.    As in Clause 6.1 above, all invoices shall be paid no later than seven days of the invoice date unless by prior arrangement.
7.2.    Payment shall not be deemed to have been received unless the payment is made in cash or cleared funds are deposited in Yellow Consulting’s nominated account. Any other form of payment will not be receipted as paid until the transaction is deemed to be honoured.
7.3.    GST and other taxes and duties that may apply will be added to the price unless they are expressly included in the Price

8.    Credit Checks: 
8.1.    Yellow Consulting may undertake credit checks with credit agencies if deemed necessary.

9.    Non Payment: 
9.1.    If the account is overdue, Yellow Consulting can refuse to provide or continue the service and charge interest on the overdue amount at the rate of 2% per calendar month calculated from the date of the invoice to full and final payment. 
9.2.    If the Client payment remains overdue, Yellow Consulting may refer the amount owing to a debt collection agency and all costs of recovery and enforcement shall be at your expense in addition to the amount owing. 
9.3.    The Client is liable for any costs and expenses Yellow Consulting incurs to enforce its rights under these terms of trade.

10.    Liability:
10.1.    Liability of Yellow Consulting for any breach of any service, term or condition will be limited to the cost of having the service performed again. 
10.2.    Under no circumstances will Yellow Consulting be liable to the Client for any consequential, indirect, special, incidental or punitive damages (including but not limited to loss of wages, loss of profit, loss of revenue or production, production stoppage, or Employment Court or other related costs or settlements), regardless of the form of action, whether in an agreement, tort or otherwise.

11.    Right of Cancellation
11.1.    Yellow Consulting 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 before the materials, products or goods and the like are delivered by giving written notice to the Client. Yellow Consulting shall not be liable for any damages or losses arising from such cancellation.
11.2.    Should the Client cancel any contract with Yellow Consulting the Client shall be liable for any loss incurred by Yellow Consulting (including but not limited to loss of profits) up to the time of Cancellation.

12.    Force Majeure
12.1.    No party shall be liable for any failure of or delay in the performance of this Agreement for the period that such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, embargoes, government orders or any other force majeure event.

13.    Intellectual Property: 
13.1.    Yellow Consulting’s services and products containing intellectual property provided to the Client shall remain the property of Yellow Consulting.
13.2.    The Client shall not distribute or sell any works or documents to any third party as supplied to the Client by Yellow Consulting without the written consent of Yellow Consulting.

14.    Confidentiality: 
14.1.    Yellow Consulting will hold in confidence all information concerning your screening and testing requirements and results and will only release it to approved authorised persons.  All documents relating to testing will be held in safe custody for seven years after the date of the event.

15.    Privacy Act 2020
15.1.    The Client and the Guarantor/s (if separate to the Client) authorises Yellow Consulting 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 Yellow Consulting from the Client directly or obtained by Yellow Consulting 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.
15.2.    Where the Client and/or Guarantors are an individual the authorities under clause 13.1 are authorities or consents for the purposes of the Privacy Act 2020.
a)    The Client and/or Guarantors shall have the right to Yellow Consulting for a copy of the information about the Client and/or Guarantors retained by Yellow Consulting and the right to request Yellow Consulting to correct any incorrect information about the Client and/or Guarantors held by Yellow Consulting.


16.    Dispute Resolution
16.1.    All disputes and differences between the Client and Yellow Consulting 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


17.    General:
17.1.    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.
17.2.    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 New Zealand or as otherwise directed by the Court.
17.3.    Yellow Consulting 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 Yellow Consulting of these terms and conditions.
17.4.    In the event of any breach of this contract by Yellow Consulting 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 Yellow Consulting by the Client in part or full whichever is the lesser amount.
17.5.    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 Yellow Consulting.
17.6.    Yellow Consulting may license or sub-contract all or any part of their rights and obligations without the Client’s consent.
17.7.    Yellow Consulting 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 they are published on the Yellow Consulting website.
17.8.    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.
17.9.    The failure by Yellow Consulting to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Yellow Consulting right to subsequently enforce that provision.

Last updated 26 November 2020