STANDARD TERMS & CONDITIONS
TRIG CONSULTANTS LTD (“TRIG CONSULTANTS”) provides professional surveying services to the Client as noted on the quotation, under commercial arrangements in accordance with the following Standard Terms and Conditions.
The Client agrees to be bound by and comply with the Standard Terms and Conditions as outlined below.
1. DEFINITIONSIn these Terms and Conditions:
“Client” “you”, “your” and “yours” means you being the person we are providing the services to;
“Data” means all proposals, tenders, documents, drawings, calculations, designs, plans and data prepared by Trig Consultants in relation to the project;
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Intellectual Property Rights” means all intellectual property rights including current and future registered and unregistered rights in respect of copyright, designs, circuit layouts, trade marks, trade secrets, know-how, confidential information, patents, invention and discoveries and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation 1967 and 'Intellectual Property’ has a corresponding meaning;
“Party” or “Parties” in these Terms and Conditions shall mean you and /or us separately or together as the context indicates;
“Price” includes our fees and means the price payable by you to us in respect of the Services, as set out in our Quotation and which may be varied in accordance with Clause 8;
“Project” means the Services being provided to you, by us;
“Project site” means the location where the Services are carried out by us to you, as nominated by you.
“Quotation” means the document we provide you detailing the Services provided to you and our estimated fees (on a time and materials basis), based on the information provided to us and agreement between the parties as at the date of the quotation;
“Services” means the services provided to you, as set out in our Scope of Works contained in the Quote;
“Term and Conditions” means these terms and conditions which govern our Services and which sets out the agreement between you and us.
“We” “us” and “our” means Trig Consultants LTD, a company registered in New Zealand under number 9429037386108, and its successors and assigns or any person acting on behalf of and with the authority of Trig Consultants LTD;
“Working Day” means any weekday, other than a bank or public holiday in New Zealand;
2. INTERPRETATION
2.1 In these Terms and Conditions, unless expressly stated otherwise:
2.2 A reference to a statute or statutory provision includes a reference to:
a) that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; andb) any subordinate legislation made under that statute or statutory provision.
3. SCOPE OF WORKS
3.1 The Client shall provide to TRIG CONSULTANTS all necessary information and specifications relating to the Client’s requirements for the project. The nature and extent of the services which TRIG CONSULTANTS provides to the Client shall be determined on the basis of this Scope of Works. The Scope of Works shall be fully documented and agreed upon by TRIG CONSULTANTS and the Client prior to the provision of the services.
4. ACCEPTANCE OF TERMS AND CONDITIONS
4.1 These terms and conditions apply to the provision of Services detailed in our Scope of Works and Quotation to the Client buying the Services.
4.2 You are deemed to have accepted and be bound by these Terms and Conditions when you accept our Quotation, Contract or from the date of any performance of Services (whichever happens earlier).
4.3 You acknowledge that you have not relied on any statement, promise or representation made or given by or on your behalf.
5. PROVISION OF SERVICES
5.1 We warrant that we will use reasonable care and skill in our performance of the Services which will comply with the quotation, including any specification in all material respects. We can make any changes to the Services which are necessary to comply with applicable law or safety requirements, and we will notify you in writing if this is necessary.
5.2 We will use our reasonable endeavours to complete the performance of the Services within the time agreed or as set out in the quotation; however, time shall not be of the essence in the performances of our obligations.
5.3 As soon as either party becomes aware of anything that will materially affect the Services, that party must notify the other party in writing. The parties agree to use best efforts to remedy any issues which may include a variation to costs as decided by TRIG CONSULTANTS pursuant to clause 8.
5.4 All of these Terms and Conditions apply to the supply of any Goods as well as Services unless we specify otherwise.
6. PROJECT TEAM
6.1 TRIG CONSULTANTS will provide a Project Team capable of providing the services specified in the Scope of Works. Members of the Project Team may vary from time to time subject to availability, requirements of other TRIG CONSULTANTS projects; leave requirements, specific skill sets applicable to different stages of the project, and other factors which may arise from time to time.
7. FEES
7.1 The fees for the project will be based upon the hourly and/or fixed rates as agreed in writing between TRIG CONSULTANTS and the Client in respect of the provision of equipment, labour and ancillary services.
8. VARIATION TO COSTS
8.1 In the event that the Scope of Works for the provision of services is amended, TRIG CONSULTANTS shall be entitled to review the value of the Scope of Works previously agreed, and the Client shall be obliged to pay all additional costs associated with such amended scope as is agreed in writing between TRIG CONSULTANTS and the Client. TRIG CONSULTANTS will only accept variation work from the Client’s duly authorised representative. Where not instructed by the Client in writing, the TRIG CONSULTANTS works docket shall effect the authorisation that variation works have been carried out as described. Variation charges apply for meetings and/or briefings, calculations, plan checking, issue of RFI’s (“Request for Information for Council ”), field survey work, quality assurance checks and processes, plans and/or sketches, delivery of survey data and filing. The minimum site visit fee will also apply for variations.
8.2 In the event TRIG CONSULTANTS are unable to complete the Services after a reasonable period of time, by any reason of:
a) the Client; and / or b) a third party, that is outside the control of TRIG CONSULTANTS;
8.3 Then, TRIG CONSULTANTS shall be entitled to review the value of the Scope of Works previously agreed to properly reflect any additional and/or increased costs associated with such delay within reason, by providing written notice to the Client outlining the same, and the Client shall be obliged to pay all additional costs associated with such amended scope.
9. GOODS AND SERVICES TAX (GST)
9.1 GST shall be paid on the TRIG CONSULTANTS fees at the relevant rate (as set out in the Goods and Services Tax Act 1985 (“GST Act”)), without deduction or set off of any other amounts, at the same time and on the same basis as you pay the Fees. In addition, you must pay any other taxes and duties that may be applicable in addition to the Fees except where they are expressly included in the Fees. For sake of clarity, Services provided to Clients outside of New Zealand are zero-rated in terms of the GST Act. The amount of GST applicable to the fees will be identified separately in any fee proposal, and all Tax Invoices.
10. OPERATING HOURS
10.1 Standard operating hours are between 08:00 and 17:00 Monday to Friday (excluding public holidays). Unless otherwise agreed between TRIG CONSULTANTS and the Client, TRIG CONSULTANTS will endeavour to complete all services during standard operating hours.
11. AMENDMENT
11.1 No amendment or variation of the TRIG CONSULTANTS standard terms and conditions is valid and binding on TRIG CONSULTANTS unless it is in writing and signed by a Director or other authorised officer of TRIG CONSULTANTS.
12. WAIVER
12.1 A provision of the TRIG CONSULTANTS standard terms and conditions may not be waived except in writing and signed by a director or other authorised officer of TRIG CONSULTANTS. No delay, act or omission by a party in exercising any right or remedy will be deemed a waiver of that, or any other right or remedy nor stop further exercise of any other right or remedy.
13. DISBURSEMENTS
13.1 If not allowed for in the agreed fees, the Client shall reimburse TRIG CONSULTANTS for all expenses reasonably and properly incurred in connection with the services provided to the project. Such disbursements shall include but not be limited to consumables, air travel and freight, accommodation, title and survey searching fees, data licence fees and the like.
14. CANCELLATION AND AMENDMENT
14.1 We reserve the right to withdraw, cancel or amend our quotation if it has not been accepted by you, or if the Services have not started, within a period of 30 days from the date of the agreed quotation (unless withdrawn). In the event we exercise our rights, we shall not be liable for any Loss arising from such cancellation.
14.2 Either we or you can cancel an order for any reason prior to your acceptance (or rejection) of the quotation.
14.3 If the cancellation is made after acceptance of the quotation and:
a) More than 48 hours prior to the day on which we have been engaged to provide the Services, the Client must reimburse us for any expenses incurred by us in preparation for provision of the Services.b) Between 48 and 24 hours prior to the day on which we have been engaged to provide the Services, the Client must pay 50% of the Fee.c) Within 24 hours prior of the time at which we have been engaged to provide the Services, you must pay the Fee in full.d) Made while we are providing Services to the you, you must pay the Fee in full.
14.4 Any amount payable pursuant to 14.3 a) to d) above must be paid by you within 7 days of the cancellation.
14.5 If you want to amend any details of the Services you must tell us in writing as soon as possible. We will use reasonable endeavours to make any required changes and additional costs will be included in the Fees and invoiced to you.
14.6 If, due to circumstances beyond our control, including those set out in the Force Majeure clause, we have to make any change in the Services or how they are provided, we will notify you in writing immediately. We will use reasonable endeavours to keep any such changes to a minimum.
15 PAYMENT TERMS
15.1 The Client shall pay the fees, including GST without any set-off or counterclaim whatsoever, to TRIG CONSULTANTS within seven (7) days of the date of the TRIG CONSULTANTS invoice. Invoices will be submitted by TRIG CONSULTANTS on either a weekly, bi-monthly or monthly basis, depending upon the nature of the project.
15.2 All payments due under these Terms and Conditions must be made in full without any deduction or withholding except as required by law and neither of us can assert a credit, set-off or counterclaim against the other to justify withholding payment of any such amount in whole or part.
15.3 If you do not pay within the period set out above, we can suspend any further provisions of the Services and cancel any future services which have been ordered by, or otherwise arranged with, you.
16 OVERDUE PAYMENTS
16.1 TRIG CONSULTANTS shall be entitled to charge interest at the percentage rate of 3% per annum above the official cash rate of the Reserve Bank of New Zealand from time to time on the amount outstanding until payment is received in full.
16.2 Payment of the interest charges will not relieve the Client of the obligation to pay the outstanding fees. In relation to any Building and or Construction projects, all claims for payment made by TRIG CONSULTANTS shall be subject to the Construction Contracts Act 2002.
17 SET OFF
17.1 The Client agrees and irrevocably authorises TRIG CONSULTANTS to apply, or set-off, against the Client’s account under this Agreement any sums which may be owed to the Client by any company within TRIG CONSULTANTS group of companies.
18 TERMINATION
18.1 Without prejudice to our other remedies at law, TRIG CONSULTANTS shall be entitled to cancel all or any part of the Services not yet performed and all amounts owing to TRIG CONSULTANTS shall, whether due for payment, become immediately payable if:
a) The Client defaults in the due and punctual observance of all or any of its obligations or covenants under these terms and conditions;b) Monies payable to TRIG CONSULTANTS pursuant to these terms and conditions being outstanding for more than thirty (30) days;c) You commit a material breach of your obligations under these terms and conditions, which breach is not remedied within thirty (30) days of written notice from TRIG CONSULTANTS requiring the breach to be remedied;d) The Client requires TRIG CONSULTANTS to act unlawfully or unethically, or fails to provide an adequate Scope of Works and associated instructions;e) Upon giving the Client thirty (30) days written notice of its intention to do so; andf) The Client takes or shall have taken against it any action for its winding up, placement under official management, administration or receivership or is unable to pay its debts or anything analogous, or having substantially similar effect, occurs.
18.2 Termination of this Agreement will not affect either party’s accrued liabilities and rights (including accrued rights to be paid) as at the date of termination.
19 LEGAL COSTS
19.1 All legal costs (on a full indemnity basis), charges, duties and other expenses incurred by TRIG CONSULTANTS in respect of these terms and conditions and our Scope of Works, or the securities or other documentation required hereunder or in relation to registering, maintaining or releasing any security interest, charge or caveat (including the cost of registering any financing statement or financing change statement), or incurred as a result of the Client failing to perform its covenants and obligations contained herein, shall be paid by the Client to TRIG CONSULTANTS. The expenses include but are not limited to; the commission payable to a mercantile agent or a debt collector to pursue or recover outstanding monies pursuant to this agreement and the liability to pay this commission arises at the time the recovery is placed in the hands of the debt collector. The Client agrees that it is liable for and will pay any stamp duty assessed on this document.
20 INTELLECTUAL PROPERTY RIGHTS RETAINED
20.1 TRIG CONSULTANTS shall retain intellectual property rights in the Data and in any works executed from them. TRIG CONSULTANTS also reserves all present and future moral rights in all intellectual property in the Data, and in any works executed or to be executed from them. The Data must not be given, reproduced or disseminated, to any person, public authority, institution or organisation without the express permission of a duly authorised representative of TRIG CONSULTANTS.
21 LICENCE TO USE THE DATA
21.1 TRIG CONSULTANTS shall grant the Client a license to use the Data in connection with the project, conditional upon the following:
a) the licence applies only to the project or that part of the project to which the Data relates;b) TRIG CONSULTANTS has completed the particular stage or stages of the project for which TRIG CONSULTANTS has been commissioned; andc) all fees properly due to TRIG CONSULTANTS have been paid.
21.2 TRIG CONSULTANTS will provide AutoCAD drawings to you on your request, conditional on the following:
a) TRIG CONSULTANTS reserves the right to remove all indices of its ownership and/or involvement in material from each electronic medium not held in its possession. b) The material shall not be used by you or transferred to any other party for use in any other projects, additions to the current project or for any other purpose for which the material was not strictly intended by Trig Consultants Limited without our express written permission.c) Any unauthorized modification or reuse of the material shall be at your sole risk, and you agree to defend, indemnify, and hold Trig Consultants Limited harmless for all claims, injuries, damages, losses, expenses and legal fees arising out of the unauthorised modification or use of these materials.d) You understand that the use of any project related computer data constitutes acceptance of the above conditions.
22. DISPUTE RESOLUTION
22.1 No Party to this agreement shall commence any court or arbitration proceedings relating to any dispute arising out of this Contract (including any dispute as to the validity, breach or termination of this Contract or as to any claim in tort, in equity or pursuant to any statute) unless that Party has complied with the provisions of this clause.
22.2 Any Party who claims that a dispute has arisen under or in relation to this agreement must give written notice to every other Party specifying the nature of the dispute.
22.3 On receipt of such notice by a Party, the Parties to this agreement:
a) Must co-operate and use their best endeavours to resolve the dispute expeditiously.b) If they do not resolve the dispute within seven days of the receipt of the notice (or such further period as they may agree in writing), they must refer the dispute to mediation (“the mediation”).
22.4 The mediation shall in all respects be conducted in terms of the Resolution Institute Standard Mediation Agreement (New Zealand version).
22.5 The mediation shall be conducted by a mediator and at a fee agreed by the Parties, and failing agreement between the Parties, the mediator shall be selected by the Chair for the time being of Resolution Institute.
22.6 A Party who seeks urgent interlocutory relief may, by written notice to each other Party to the dispute, elect not to comply with the provisions of this clause as set out above, but only to the extent of the relief sought and for the period required to dispose of the application for such interlocutory relief. Except to that extent, on the disposal of the application the provisions of this clauses as set out above, inclusive shall once again take effect.
23 PROJECT SITE – CONSTRUCTION & BUILDING & CIVIL
23.1 The project site must be prepared by the Client prior to any survey works commencing. Any delays or rescheduling costs incurred will be an additional charge under the terms and rates herein. Specifically, the Client must ensure that the working area is clear, dry, clean and free of materials, plant and equipment, and above all, a safe working environment. TRIG CONSULTANTS shall not be providing task lighting, scaffold, stairs or the like on the designated project site.
23.2 TRIG CONSULTANTS shall not be liable for any loss or damage to the project site except due to negligence of TRIG CONSULTANTS.
24 PROJECT SITE – TRIG CONSULTANTS
24.1 Access arrangements to the site are to be the responsibility of the Client. The price quoted assumes that access to the site will be unhindered. The Client must ensure that the site is a safe working environment and complies with all occupational health and safety requirements and that any potential dangers are communicated to TRIG CONSULTANTS before entry to the site. Any delays or rescheduling costs incurred will be an additional charge under the terms and rates herein.
24.2 Should TRIG CONSULTANTS become aware of any risk to the health and safety of our employees, contractors or agents while on the project site, we may require those employees, contractors or agents to cease providing the Services until that risk is addressed to our satisfaction and will not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or another person and whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from our rights under this clause.
25 NO WARRANTIES
25.1 Notwithstanding anything contained herein the Client acknowledges that no representation, warranty or condition, express or implied, is given by TRIG CONSULTANTS that the services provided comply with the rules, regulations, laws and legislation of the place where the services are being provided and TRIG CONSULTANTS will not be liable under any circumstance for any claims, losses or damages of any kind whatsoever (including but not limited to any indirect, special or consequential damage or injury to any person, corporation or other entity) by reason of or arising out of the services not complying with such rules, regulations, laws and legislation, or by reason of or arising out of any inaccuracy, error or omission in the information provided by or to TRIG CONSULTANTS.
25.2 Where the New Zealand Consumer Law and other laws imply conditions or warranties in certain contracts and also give parties to those contracts certain other rights against suppliers of goods and services, to the extent that it is not lawful or possible to exclude them, then such conditions, warranties or other rights shall (but only to the extent required by law) apply to these terms and conditions and all other conditions, warranties or rights which might but for this provision be implied are hereby expressly excluded. Where the law implies any term or warranty into these terms and conditions which cannot be excluded, then the liability of TRIG CONSULTANTS for any breach of such term will be limited in the manner permitted under the New Zealand Consumer Law to either supply of the services again or payment of the cost of having the services supplied again (as TRIG CONSULTANTS may determine).
26 CHARGE
26.1 The Client hereby in favour of TRIG CONSULTANTS charges and mortgages with the due and punctual payment of all monies due to TRIG CONSULTANTS and the due and punctual and complete performance of all its liabilities and obligations herein or on any account whatsoever all its legal and equitable interest of whatsoever nature held in any land, realty or other assets capable of being charged both owned by you either now or in the future and the you irrevocably authorise us to lodge a caveat or caveats on the property to evidence the mortgage hereunder.
26.2 The said caveat shall be lodged by us at your expense.
26.3 We shall do all things reasonably necessary to remove any caveat registered by us provided that evidence is provided to our reasonable satisfaction as soon as possible after payment of same day cleared payments has been made to us of all monies owing to us.
26.4 You irrevocably appoint us and each of our directors as your true lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause, including but not limited to, signing any document on your behalf.
27 PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)
27.1 You acknowledge and agree that these terms and conditions together with our Scope of Works constitute a security agreement for the purposes of Personal Property Securities Register.
27.2 The Client grants a security interest in all of its present and after acquired property and in all of its present and future rights, title, estate and interest, whether legal and equitable, in relation to any personal property, including any debts owed to the Client, in favour of TRIG CONSULTANTS to secure the performance of its liabilities and obligations hereunder or on any account whatsoever.
27.3 If requested by TRIG CONSULTANTS the Client must immediately sign any documents, provide all necessary information and do anything else required by TRIG CONSULTANTS to register a financing statement or financing change statement on the Personal Property Securities Register to ensure that the security interest created in TRIG CONSULTANTS favour is a perfected security interest.
27.4 The Client must not grant any other security interest in favour of any party until TRIG CONSULTANTS has perfected its security interest created under this Agreement.
27.5 The Client must not do or permit anything to be done that may result in the security interest granted to TRIG CONSULTANTS ranking in priority behind any other security interest.
28 TRUSTEE
28.1 The Client warrants and agrees that where it is, at the time of executing this document or at any time thereafter, a trustee of any trust (the “Trust”):
a) to produce a stamped copy of the Trust deed (with all amendments) if and when requested by TRIG CONSULTANTS; b) that it has full power and authority to execute, or continue with its obligations under, this Agreement on behalf of the Trust as it is doing so in its individual capacity and in its several capacity as trustee; c) that it shall be bound by the terms and conditions of this Agreement in its individual capacity, or further or alternatively, in its several capacity as trustee; and d) that the assets of the Trust shall be available to meet payment of its obligations to TRIG CONSULTANTS.
29 DEFAULT
29.1 If the Client:
a) defaults in the due and punctual observance of all or any of its obligations or covenants under this agreement; or b) takes or shall have taken against it any action for its winding up, placement under official management, administration or receivership or is unable to pay its debts or anything analogous, or having substantially similar effect, occurs.
29.2 Then all monies owed by the Client to TRIG CONSULTANTS shall become immediately due and payable to TRIG CONSULTANTS without prejudice to any right or remedies open to it may:
a) treat as discharged all or any obligation arising from any agreement with the Client;b) retain any security given or monies paid by the Client or available through the enforcement of any guarantee, security or bond and apply this in reduction of any sum of money owed or owing by the Client to TRIG CONSULTANTS;c) appoint in writing any person or persons to be a receiver or receiver and manager of the property charged under clauses 26 and 27 above or any part of the charged property. The receiver so appointed shall be the agent of the Client and the Client shall be solely responsible for all acts and omissions by the receiver appointed under this clause and for the remuneration of the receiver. The receiver shall without the need for any consent on the part of the Client have all the powers conferred on a receiver under the Companies Act 1993;d) exercise any other right or remedy available to it under the PPSA including to enforce the security interests created by this agreement.
30 MODIFICATION AND SEVERANCE
30.1 If any part of these terms and conditions is or becomes illegal, unenforceable or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If a modification is not possible, the part or provision must be treated for all purposes as severed from these Terms and Conditions and the remainder of these Terms and Conditions will continue to be binding and enforceable.
31 LIABILITY AND INDEMNITY
31.1 Our liability under these Terms and Conditions, and in breach of statutory duty, and in tort and misrepresentation or otherwise, shall be limited as set out in this section to the maximum extent permitted by law.
31.2 The total amount of our liability is limited to the total amount of Fees payable by you under Scope of Works.
31.3 We are not liable (whether caused by our employees, agents or otherwise) in connection with our provision of the Services or the performance of any of our other obligations under these Terms and Conditions or the quotation for any:
a) Indirect, special or consequential loss, damage, costs or expenses; orb) Loss of profits; loss of data; loss of reputation or goodwill; business interruption; or other third party claims; orc) Failure to perform any of our obligations if such delay or failure is due to any cause beyond our control; ord) Loss caused directly or indirectly by any failure or your breach in relation to your obligations; ore) Loss caused directly or indirectly from the choice of Services and how they will meet your requirements or your use of the Services or any Goods supplied in connection with the Services
31.4 You agree to indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage to any equipment (including that belonging to third parties) caused by you or your agents or employees.
31.5 Nothing in these Terms and Conditions shall limit or exclude our liability for death or personal Injury caused by our negligence, or for any other matters for which it would be unlawful to exclude or limit liability.
32 PRIVACY ACT 2020
32.1 When supplying the Services of the Client, the Service Provider may gain access to and/or acquire the ability to transfer, store or process personal data of employees of the Client.
32.2 You authorise us or our agent to:
a) access, collect, retain and use any information about you;
(i). for the purpose of performing the Services;(ii). for the purpose of assessing your creditworthiness; or(iii). for the purpose of marketing products and services to you.
b) disclose information about you, whether collected by us from you directly or obtained by us from any other source 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 you.
32.3 The authorities under this clause are authorities or consents for the purposes of the Privacy Act 2020.
32.4 You shall have the right to request a copy of the information about you retained by us and the right to request us to correct any incorrect information about you held by us.
33 FORCE MAJEURE EVENT
33.1 Where a Force Majeure Event gives rise to a failure or delay in either Party performing its obligations required by this agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.
33.2 Where a Party’s obligations have been suspended pursuant to this clause for a period of 90 days or more, the other party may immediately terminate our Services by giving notice in writing to the other Party.
34 NOTICES
34.1 All notices under these Terms and Conditions must be in writing and signed by, or on behalf of, the party giving notice (or a duly authorised officer of that party).
34.2 Notice shall be deemed to have been duly given in one of the following ways:
34.3 Delivered personally; or
a) Posted to the intended recipient’s address provided (or such other address as the recipient may nominate, by written notice to the other party, from time to time) when it will be treated as having been received on the second business day after posting; orb) Faxed to the intended recipient’s facsimile number provided (or such other facsimile number as the recipient may nominate, by written notice to the other party, from time to time) when it will be treated as received when it is transmitted; orc) Sent by email to the intended recipient’s email address provided (or such other email address as the recipient may nominate, by written notice to the other party, from time to time), when it will be treated as received when it enters the recipient’s information system.
34.4 All notices under these Terms and Conditions must be addressed to the most recent address, email address or fax number notified to the other party.
35 INCONSISTENCY
35.1 Where there is any inconsistency between these terms and conditions and any of the Client’s prior or subsequent terms and conditions, the terms and conditions herein prevails.
36 JOINT AND SEVERAL LIABILITY
36.1 If the Client comprises two or more parties each of those parties is jointly and severally liable on the covenants and obligations herein.
37 JURISDICTION
37.1 These Terms and Conditions, and any dispute (including non-contractual disputes or claims) relating to them are governed by and must be interpreted in accordance with the laws of New Zealand. Each party submits to the exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with these Terms and Conditions.