These Standard Terms and Conditions, together with any complementary correspondence (such as emails we may have exchanged) form the basis of our working Agreement. By commissioning us to do work for you and making a payment, you are agreeing to be legally bound by this Agreement.
1.1 “Us”/ “we” / “our” means Atkins Enterprises Limited (trading as "9 to 5 Virtual Assistant") or any of its agents or employees.
1.2 "You" / "your" means the person or company entering into this Agreement and instructing us to carry out the Work.
1.3 "Work" means all services provided by us as instructed by you.
1.4 "Materials" means anything we may require to carry out the Work, such us paperwork, text, images, etc.
2.1 You agree to provide us, at your own expense, with all information the Materials we need to undertake the Work, and within sufficient time to enable us to do so; whilst we will endeavour to meet all the deadlines set, we cannot be responsible for missed deadlines if you have been late in supplying the Materials to us.
2.2. You warrant that the Materials are free from any malware and agree to indemnify us against any loss, cost or harm we might suffer as a consequence of malware entering our systems from Materials you have provided.
2.3 You accept that final responsibility for the proofreading of all Work lies with you. In the event we have made an error (excluding errors, whether obvious or not, made by a third party and not corrected by us), this will be rectified at no extra cost to you provided we are notified of the error within 24 hours of your receipt of the completed Work.
2.4 In the event we have made an error then to the extent permitted by law we will only be liable for the cost of fixing the error up to a maximum of the total you have actually paid us for the work containing the error.
2.5 Except as permitted by this agreement or required by law we agree to maintain the confidentiality of the Materials that you give us and the Work.
3.1 We can end any Work without the need to give a reason for our decision to do so. In such an event we will refund any deposit paid less the fees incurred for the Work done up to the point of termination. You agree to hold us harmless from any adverse consequences or other harm that you or any other person might suffer, whether foreseeable or not, arising from our termination of an Assignment.
3.2 You are solely responsible for creating back-up copies of Work we provide and all the Materials you give us to undertake the Work. At the end of each Assignment any printed documents in our possession will be either returned to you at your expense, or shredded, whichever option you prefer. Whilst you agree that we can retain a copy of the Work or the Materials should we consider it necessary, you also agree that we can delete or otherwise destroy the Work and any Materials left in our possession by you at the end of an Assignment.
3.3 To the extent permitted by law we are not liable for any loss, damage, costs, expenses or other harm or to pay any compensation arising from the Work or the failure to provide the Work, or arising from circumstances beyond our control such as (by way of example only and without any limitation) a delay in providing the Materials, any inaccuracy in the Materials, where the Materials are not complete or received, fire, earthquake, illness, injury, equipment failure, failure of a telecommunications provider, malware or a malicious act, etc.
3.4 In the event you are retaining us to provide Work for business purposes then the provisions of the Consumer Guarantees Act do not apply to the provision of that Work or the Assignment.
3.5 In the event you or any other person suffer any adverse consequences or other harm, whether foreseeable or not, from the Work or an Assignment or any delay in or failure of delivery or otherwise howsoever arising, then to the extent permitted by law we will only be liable to pay damages up to a maximum of the total you have actually paid us for the Work/Assignment from which the harm arises. To the extent permitted by law we shall be under no liability whatsoever to you for any indirect loss and/or expense (including loss of profit) suffered by you arising out of a breach by us of this Agreement. In the event of any breach of this Agreement by us your remedies shall be limited to damages. We accept no further liability howsoever arising.
3.6 You authorise us to collect, retain and use any information about you to provide the Work and to undertake an Assignment. You have the right to request a copy of the information about you we have and the right to ask us to correct any incorrect information about you held by us. However, we will co-operate with communications providers, law enforcement or any other Government or regulatory agency fully, without regard to harm or consequences doing so might have for you. You expressly authorise us to do so and you agree not to take any action of any kind against us based directly or indirectly on such co-operation.
4.1 You represent to us and unconditionally guarantee that the Materials that you provide us for the purposes of carrying out the Work, are either owned by you, or that you have obtained the appropriate permission from the rightful owner for us to use the Materials.
4.2 Should any legal issues or claims (including for defamation, trade liable, intellectual property infringement or otherwise) arise from the materials supplied by you, you agree to protect, defend and hold us harmless from any and all liability, claims, losses, costs or other harm how so ever arising that we might suffer, including to indemnify us for all costs we might incur to deal with such claims.
In addition to the terms below, please also refer to our Additional Charges and Payment Terms section.
5.1.1 If we have provided a fixed price but we cannot complete the Work within that price because of any reason beyond our control including without limitation, because of a failure by you to do something we need by the time we need it to do the Work, you agree to pay the additional fees we charge.
5.1.2 We reserve the right to change our fees on 20 (twenty) working days’ notice. Your continued instruction constitutes acceptance of such fee increases.
5.2.1 We are sure you understand how important it is as a small business that you pay the invoices that we send you promptly. Chasing unpaid bills generates extra work, creates unnecessary delays and causes needless embarrassment to both parties. Invoices not paid by the due date will incur interest at 2% per month compounding daily from the date payment is due to the date payment is made, all payments going first to the payment of interest and then principal (“Interest”).
5.2.2 Additionally, if you do not pay us on time we incur an administrative cost of $25.00 plus GST to chase payment. You agree our administrative charge is not a penalty but a fair and reasonable assessment of the minimum cost we incur. Therefore if payment is not received within 10 (ten) working days of the due date we will charge an administrative fee of $25.00 plus GST, and which you agree to pay in addition to the invoice total, default interest and any other costs that might be recoverable from you.
5.2.3 Should we need to take action to collect money you owe us, you agree to pay all costs we incur in collecting payment including without limitation legal costs as between lawyer and client, Interest on money to fund the collection costs and associated costs that we might incur, and Interest on costs owing to us. We also reserve the right to suspend undertaking the Work without notice until payment is made in full.
5.2.4 You will not set off against our fee any amounts you claim against us.
6.1 The Agreement contained in this contract constitutes the sole Agreement between you and us, and may not be varied except in writing. You agree that this Agreement takes precedence over any terms and conditions of supply relating to the Work that you might have.
6.2 This Agreement stays in place and need not be renewed. Your continued instruction constitutes acceptance of our terms and conditions. If any provision of this Agreement shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
6.3 We may transfer, license or sub-contract all or any part of our rights and obligations without your consent.
6.4 We reserve the right to review the terms and conditions of this Agreement at any time and from time to time. If, following any such review, there is to be any change in the terms and conditions, that change will take effect from the date on which we tell you of such change.
6.5 Regardless of the place of signing, this contract is a legal document to be interpreted under the laws of New Zealand. The Work and any Assignment are undertaken subject to the laws of New Zealand and you agree to submit to the exclusive jurisdiction of the New Zealand courts based in Auckland in the event of any dispute.
6.6 While we will bill the business for the services, you as the person instructing us to do the Work and represented as authorised to commit the business to this Agreement are personally responsible for payment of our bills in the event the business is unable to do so for any reason.
A PDF copy of this Agreement is available on request.
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