Terms & Conditions for the Provision of Service

These Terms & Conditions (T&C) are intended to provide the basis for an effective, efficient  working relationship. Our current terms will be available online and may be updated including without notice. All instructions to provide services will be deemed to be in acceptance of the agreed T&Cs at the time of engagement.

 

  1. GENERAL
    1. These conditions together with any Special Conditions set out in the Proposal or the Contract Documents shall be deemed to comprise the sole conditions under which EnergyPro Solutions Ltd (“EPSL”) offers its services to the Client.
    2. Where any conflict arises between these conditions & any Special Conditions advised by EPSL the Special Conditions shall prevail.
    3. From time to time, EPSL may modify this Agreement, including any referenced policies and other documents. Any modified version will be effective at the time it is posted and notified.
  2. PROVISION OF SERVICES
    1. Following an initial discussion, EPSL will provide an indication of costs and estimated time frame for delivery. It is the Client’s responsibility to inform EPSL of any corrections, alterations, inaccuracies or problems within this proposal.
    2. EPSL’s proposal is based on assumptions that all situation information & data made available by Client is accurate & valid. If on further inspection, this is found not to be the case, EPSL will advise the Client as soon as reasonably practicable & reserve the right to revisit the scope of work and validity of the proposal.
    3. Any quotes, estimates or costings provided remain valid for 30 days, unless otherwise specified. Once accepted, these form the terms of contract. Variations to services may be agreed in writing (including via email) and attached to the contract terms.
    4. The services provided may take form of a Service Level Agreement (SLA) with defined scope of work and deliverables, with or without retained service hours to cover ad-hoc related peripheral service requirements.
    5. Cancellation of a project will incur all charges to time of cancellation, and subsequent practicable cessation of work (see Cancellation Policy terms).
    6. One-off projects are subject to a minimum charge of $250.
    7. All time spent provisioning your project is billable in increments of 30 minutes, including but not limited to; phone calls, preparation, liaison and project management.
    8. All time scales quoted are based on the information available at the date of the quotation, data availability and completeness and are subject to revision during the course of the work. EPSL  will endeavour to work within the scheduled time frames so long as the relevant information has been provided, as agreed.
    9. No liability shall be attached to EPSL for any loss occasioned by any delay or by work not being carried out, including third party non-performance e.g. energy retailers data provisioning. The cost of any additional work connected herewith shall be borne by the Client.
    10. Except for agreed sub-contract work no rights or obligations arising between the parties as a result of this Contract shall be assigned to any third party without the written agreement of both parties.
  3. FEES
    1. Fees are exclusive of Goods and Services Tax (GST) or other taxes and levies chargeable in respect of the provision of goods or services. Any such taxes and levies shall be charged at the rate effective at the date of invoice. Unless otherwise stated – the fee currency is NZ Dollars.
    2. Where we agree to vary the scope of the work or times scales from those originally specified in the quotation, the original quoted prices may not apply.
    3. Any services provided on time and cost basis is subject to our standard charge out rates applicable for the nature of service or consultancy provided.
    4. Any additional costs or disbursements not included in the contract terms will charged to the Client. EPSL will endeavour to find the most cost-effective services available and where possible will obtain prior permission from the Client.
    5. While EPSL will endeavour to maintain prices, it reserves the right to increase prices proportionately to an increase in the cost of labour or materials arising between quotation & completion.
    6. In the event of the suspension of the work by reason of any act or omission of the Client, any prices quoted may be increased by EPSL to cover any extra expenses by it on this or any other contract by reason of such suspension.
  4. TERMS OF PAYMENT
    1. Major projects will usually be required to provide an upfront deposit before any work is commenced. You will be advised of the total value, plus the amount of the deposit in your written estimates / proposals.
    2. Where payment is agreed in arrears, EPSL will invoice clients promptly upon completion of the project. Projects which take longer than one month to complete will be invoiced via progress payments on a monthly basis.
    3. EPSL will invoice the Client for services completed and the Client will pay the invoice in full within 7 days of the date of invoice. All copyright remains the property of EPSL until paid in full.
    4. The Client will pay interest at the rate of 2% per month or any part month on any overdue amount calculated from the date of the invoice plus seven days, until such time the cleared funds payment of the total amount is received by EPSL.
    5. Any disputed items or invoices must be notified to EPSL by writing, email or telephone prior to the invoice due date. If EPSL reviews the invoice and agrees there is a mistake EPSL will correct the invoice within 48 hours. If, upon review, EPSL finds no mistake the Client must pay the outstanding sum immediately upon being notified by EPSL.
    6. Any expenses, disbursements and legal costs incurred by EPSL in the enforcement of any rights contained in this Agreement shall be paid by the Client, including EPSL’ reasonable solicitor’s fees and debt collection agency fees.
    7. All monetary amounts described are in New Zealand dollars unless specifically stated otherwise.
  5. LIABILITY
    1. Contract time shall not begin to run until receipt of all information necessary to enable EPSL to carry out the work or until a written order to proceed, on the terms stated in the quotation, has been received by EPSL, whichever is the latest.
    2. EPSL shall have no liability for delay or non-performance caused by “Force Majeure”, industrial dispute or any circumstances beyond EPSL’s reasonable control, including but not limited to any act or omission of the Client (such as the failure of the Client to submit necessary materials or information within a reasonable time).
    3. Due diligence will be applied however EPSL will not be liable for any recommendations or reports given. These will be correct to the best of our knowledge at the time and on the basis of the instructions and information provided by the Client. In giving advice or information, EPSL will use their professional skills and gives no warranty or guarantee relating to any report advice or information and shall not be liable in any way for any claims, actions or consequential damages suffered by the Client or any third party by the use of such reports or the adoption of such information or advice, or as a result of anything omitted from such advice.
    4. Work that is outsourced will be invoiced to you directly by the supplier, with your prior agreement. Consequently it is the responsibility of the client to assess the suitability of any suppliers, services or products recommended to them and to resolve any issues directly with that supplier. EPSL accepts no responsibility for any loss or damage resulting from any suppliers we may suggest.
    5. If, despite the other provisions of this agreement, EPSL is found to be liable to the client then its liability for any single event or series of related events is limited to the fees charged for the service.
  6. OWNERSHIP OF INTELLECTUAL PROPERTY
    1. EnergyPro Software & all intellectual property rights in respect of the software & associated systems to deliver services shall remain the property of EPSL & associated companies.
    2. The rights either under Letters Patent, Registered Design, Copyright or otherwise to any Software, inventions, design, drawings, or information produced or acquired in the Performance of this Contract shall vest in and shall remain the property of EPSL & associated companies.
  7. CONFIDENTIALITY
    1. EPSL agrees to keep confidential all matters relating to this Contract. This covers every aspect of the relationship between the parties including but not limited to studies carried out, methods used, results of the work, and the nature and contents of any reports.
    2. The Client shall not by virtue of this contract gain any rights in information wholly or partially owned by EPSL or any third party and used in the execution of this work. All such information shall be treated as confidential by the Client and shall not be divulged to any other party without the prior written consent of EPSL.
    3. The above does not apply to information required by a Court of Law or which:
      1. Is known to the receiving party at the start of Contract negotiations.
      2. Is in or comes into the Public domain.
      3. Is legitimately obtained from a third party.
      4. Where agreed for case study, white paper etc.
  8. PRIVACY ACT
    1. Information obtained may be used by EPSL to:
      • Carry out any work which the client has asked us to do, where subcontractors or third parties require this information;
      • To administer and maintain the client’s account and to communicate for any purpose.
    2. The Client will provide necessary authority for EPSL to collect and use information from the relevant parties required and provide any support required.
  9. CANCELLATION POLICY  
    1. Services may be cancelled by written notification (including via email), as per the following timescales:
      • Cancellation of project – 7 days notice; .
      • Cancellation of Service Level Agreement – 60 days notice;
    2. fees will include all time and disbursements, up to and including the point of project or SLA closure by EPSL
  10. TERMINATION
    1. EPSL will attempt to resolve any conflicts in a professional and amicable manner.
    2. EPSL reserves the right to cease immediately without liability to provide the service and to terminate this agreement if the client goes into liquidation or bankruptcy, or if the client fails to meet any obligation in accordance with this agreement.
    3. EPSL shall be entitled to payment at a reasonable rate based on the Contract price or the value of the work already completed or recovery of costs incurred in the interests of fulfillment of the duration of the Clients contract.
  11. JURISDICTION
    1. All differences between EPSL and the Client arising from the Contract shall (except where, by its terms, EPSL’s decision is to be final and binding) be referred to an arbitrator to be appointed, and acting in accordance with the Provisions of the Arbitration Act 1908 as amended or re-enacted.
    2. The contract shall be governed by and construed according to the laws of New Zealand and any dispute arising from this agreement shall be heard in New Zealand.
    3. The parties acknowledge that EPSL has an unhindered right to accept jobs from other clients to develop work in the same or similar industries.
    4. Neither party will solicit for employment any person who is employed or contracted by the other party whether directly or indirectly through an associated company or otherwise during the term of this agreement and for 6 months thereafter.
  12. SATISFACTION GUARANTEE
    EPSL aims to complete every project with complete satisfaction. If for any reason, you are not happy with our work, please let us know at your earliest convenience so we can rectify the situation in mutually agreeable terms.