TERMS OF TRADE – NICHE FM CONSULTING LIMITED

TERMS OF TRADE

The following terms of trade will be incorporated into every contract (written or verbal) between ‘Niche FM Consulting Limited’ and the ‘Client’ engaging with Niche FM Consulting Limited.

1. PARTIES AND DEFINATIONS TO THIS AGREEMENT

1. “Niche FM Consulting Limited” or “Niche FM” means Niche FM, its assignors and/or successors, employees, representatives or agents.
2. “Client” means the Client, any person or entity acting for on or behalf of the Client or with permission or authority of the Client as detailed on Quotations, Estimates or Contract Services Agreements.
3. “Services” means the services supplied by Niche FM and can include recommendations, consultancy advice or management.
4. “Price” means the price payable for the services provided by Niche FM to the Client

2. SERVICE

1. The Services provided shall be described in our invoices, quotations, and/or Contract Engagement Agreement, or any other such form (such as email) to the client

3. PRICE AND PAYMENT

The price shall be at Niche FM’s sole discretion, one or more of the following;

1. The price as quoted by Niche FM to the Client. The quoted price or rates shall not alter providing the Clients accepts Niche FM’s quote in writing within thirty (30) days of the date of the quotation;
2. Niche FM price as per our current rates as when the service is provided;
3. Disbursement costs (travel, accommodation, vehicle hire) may be charged on agreement with both Client and Niche FM;
4. The use of external suppliers / experts on your behalf at rates mutually agreed in advance; and Niche FM may engage any consultants or other contractors on behalf of Niche FM to complete the contract. The Client indemnifies Niche FM in regard to payment of all third parties.

4. PAYMENT TERMS

1. Payment Shall be at Niche FM Consulting Limited discretion, one or more of the following;
   • All invoices shall be paid no later than 14 days following the invoice date
   • Payments made after the 14th Day of invoice date is on agreement only prior to commencing any services
   • Payments will be made as agreed between Niche FM Consulting Limited and the Client. If no payment agreement is made or payment terms agreed then payment shall be due as stated on the invoice in cash, cheque, or by direct bank transfer to Niche FM Consulting Limited’s nominated account.
2. Payment shall not be deemed to have been received unless the payment is made in cash or cleared funds are deposited in the nominated account. Any other form of payment will not be receipted as paid until the transaction is deemed to be honored such as cleared funds by Niche FM Consulting Limited’s bank.
3. GST and other taxes and duties that may apply will be added to the Price unless they are expressly included in the price.

5. ACCEPTANCE OF TERMS OF TRADE

1. Any engagement of Niche FM Consulting Limited’s Services shall constitute acceptance of the Terms and Conditions of Trade of Niche FM Consulting Limited by the Client.
2. The terms and conditions of this agreement can only be amended with the written consent of Niche FM Consulting Limited Director’s and shall be binding on the Client
3. In the event that the Client proposes any changes 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 ten (10) days written notice of the proposed change or changes. If any loss is incurred by Niche FM Consulting Limited, the Client shall be liable for any loss suffered by Niche FM Consulting Limited due to the Client not complying with this provision.

6. NON-PAYMENT

1. If the Client defaults in payment of any invoice when due, the Client shall pay all costs and disbursements incurred by Niche FM Consulting Limited in pursuing the debt including legal costs on a solicitor and own Client basis and Niche FM Consulting Limited’s collection agency costs.

7. INTELLECTUAL PROPERTY

1. Where Niche FM Consulting Limited has designed, drafted, prepared or supplied written works, design documents, project plans, templates for the Client, then the copyright in those works and documents shall remain the property of Niche FM Consulting Limited and shall only be used by the Client for the project they were prepared for. The Client Shall not distribute or reproduce to any other third party with consent from Niche FM Consulting Limited.

8. VARIATIONS

1. No variations to the work contracted for shall be carried out without the agreement of both Niche FM Consulting Limited and the Client. Where a variation is requested and agreed to then Niche FM Consulting Limited will be entitled to charge for the work involved in regard to such variation at Niche FM Consulting Limited’s usual rate.

9. TERMINATION

This contract (including any unperformed obligations of Niche FM Consulting Limited) may be terminated by Niche FM Consulting Limited providing written notice to the Client that no further services will supplied due to:

1. The client’s default under the contract; or
2. The client becoming insolvent; or being subject to the appointment of a receiver, manager, liquidator or statutory manager or committing an act of bankruptcy or making a scheme or arrangement with its creditors of being unlikely to be able to meet its obligations to Niche FM Consulting Limited (in the opinion of the supplier)

10. LIMITATION OF LIABILITY

1. If there is any dispute arising out of this agreement of otherwise, you agree that your remedies must be limited to damage, under no circumstances will our liability exceed $1 Million Dollars.
2. Subject to your statutory rights, you agree we will not be liable to you for any indirect loss and/or expense (including loss of profit) which you suffer arising out of a breach by us of this agreement.

11. ASSIGNMENT

1. You agree that we may assign or transfer the rights and obligations in this agreement to another party without your consent.

12. DISPUTE RESOLUTION

1. Any dispute relating to this agreement must be referred to non-binding mediation.
2. The non-binding mediation procedure is:
   • The party wishing to resolve a dispute by mediation must give notice in writing of this dispute to another party.
   • The notice must state that a dispute has arisen and provide sufficient details as to the nature of the dispute so as to enable the other party to prepare a response
   • Where a notice of dispute is given, the parties will appoint a mediator by agreement within 14 days of receipt of a notice. If the parties cannot agree on a mediator within 7 days of receipt of the notice, either part may request the President of the Canterbury District Law Society (or his or her nominee) to appoint a mediator. That appoint will be find and binding.
   • The parties will actively and expeditiously engage with the mediator, and in the mediation process, in an effort to resolve the dispute.
3. If the dispute is not settle within 14 days of the appointment of the mediator, or within any extended time that the parties agree to in writing then the parties will no longer be bound by this dispute resolution clause and may take any other step to resolve the dispute, including seeking urgent interlocutory relief.