Keep Your Business Compliant With Health & Safety Regulations

BACKGROUND

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations
set forth in this Agreement, the receipt and sufficiency of which consideration is hereby
acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties"
to this Agreement) agree as follows:

SERVICES PROVIDED

TERM OF AGREEMENT
The Client is of the opinion that the Contractor has the necessary qualifications, experience
and abilities to provide services to the Client.

A. The Contractor is agreeable to providing such services to the Client on the terms and
conditions set out in this Agreement.
B. The Client hereby agrees to engage the Contractor to provide the Client with the following
services (the "Services"):
• Test And Tagging Of Electrical Portable Goods.

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1. The Services will also include any other tasks which the Parties may agree on. The
Contractor hereby agrees to provide such Services to the Client.
2. The Services will also include any other tasks which the Parties may agree on. The
Contractor hereby agrees to provide such Services to the Client.

 

TERMS OF AGREEMENT
3. The term of this Agreement (the "Term") will begin on the date of this Agreement and will
remain in full force and effect until the completion of the Services, subject to earlier
termination as provided in this Agreement. The Term may be extended with the written
consent of the Parties.
4. In the event that either Party wishes to terminate this Agreement prior to the completion of
the Services, that Party will be required to provide 7 days' written notice to the other Party.

PERFORMANCE

5. The Parties agree to do everything necessary to ensure that the terms of this Agreement take
effect.

CURRENCY

6. Except as otherwise provided in this Agreement, all monetary amounts referred to in this
Agreement are in NZD (New Zealand Dollars).

PAYMENT

7. The Contractor will charge the Client for the Services as follows (the "Payment"):
Client Will be charged a $46.00 Flat fee for Testing and Tagging up to a maximum amount of
20 items.
If more then 20 items are being Tested And Tagged, a fee per item Test and Tagged will apply
instead of the Flat Fee. Rate per Test and Tag will be discussed with the client and agreed on
before work starts.
8. Invoices submitted by the Contractor to the Client are due within seven days of receipt.
In the event that this Agreement is terminated by the Client prior to completion of the
Services but where the Services have been partially performed, the Contractor will be entitled
to pro rata payment of the Payment to the date of termination provided that there has been
no breach of contract on the part of the Contractor.

REIMBURSEMENT OF EXPENSES

9. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services. The Contractor will only be reimbursed for expenses submitted according to the following guidelines: The Contractor will be reimbursed for mileage to site at a rate of a $1 per km outside a 15kmradius from the contractors business address.

CONFIDENTIALITY
10. Confidential information (the "Confidential Information") refers to any data or information
relating to the business of the Client which would reasonably be considered to be proprietary
to the Client including, but not limited to, accounting records, business processes, and client
records and that is not generally known in the industry of the Client and where the release of
that Confidential Information could reasonably be expected to cause harm to the Client.

11. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any
purpose, any Confidential Information which the Contractor has obtained, except as
authorised by the Client or as required by law. The obligations of confidentiality will apply
during the Term and will survive indefinitely upon termination of this Agreement.

12. All written and oral information and material disclosed or provided by the Client to the
Contractor under this Agreement is Confidential Information regardless of whether it was
provided before or after the date of this Agreement or how it was provided to the Contractor.

13. All written and oral information and material disclosed or provided by the Client to the
Contractor under this Agreement is Confidential Information regardless of whether it was
provided before or after the date of this Agreement or how it was provided to the Contractor.

OWNERSHIP OF INTELLECTUAL PROPERTY

14. All intellectual property and related material (the "Intellectual Property") that is developed or produced under this Agreement, will be the property of the Contractor. The Client is granted anon-exclusive limited-use licence of this Intellectual Property.

15. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.

RETURN OF PROPERTY

16. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

17.  In the event that this Agreement is terminated by the Client prior to completion of the Services the Contractor will be entitled to recovery from the site or premises where the Services were carried out, of any materials or equipment which is the property of the Contractor or, where agreed between the Parties, to compensation in lieu of recovery.

CAPACITY/INDEPENDENT CONTRACTOR

18. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.

RIGHT OF SUBSTITUTION

19.Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.

20. In the event that the Contractor hires a sub-contractor:

• the Contractor will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Contractor.

• for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.

AUTONOMY
21. Except as otherwise provided in this Agreement, the Contractor will have full control over
working time, methods, and decision making in relation to provision of the Services in
accordance with the Agreement. The Contractor will work autonomously and not at the
direction of the Client. However, the Contractor will be responsive to the reasonable needs
and concerns of the Client.

EQUIPMENT

22. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.

NO EXCLUSIVITY

23. The Parties acknowledge that this Agreement is non-exclusive and that either Party will befree, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services. 
NOTICE

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

• ____________________________________________________

• Safe Tag Solutions Limited

2/243 Teasdale Street, Te Awamutu 3800, New Zealand

to such other address as either Party may from time to time notify the other.

INDEMNIFICATION

24. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

ADDITIONAL CLAUSE

26. The Client is responsible for ensuring that any staff or individuals are kept away from the areas where Safe Tag Solutions Staff are working to help prevent any accidents or disruptions. The Client must inform Safe Tag Solutions of any specific Health and Safety Requirements related to the site, such as inductions, and safety measures.

MODIFICATION OF AGREEMENT
27. Any amendment or modification of this Agreement or additional obligation assumed by either
Party in connection with this Agreement will only be binding if evidenced in writing signed by
each Party or an authorised representative of each Party.

TIME OF THE ESSENCE

28. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

ASSIGNMENT

29. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

ENTIRE AGREEMENT

30. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

ENUREMENT

31. This Agreement will endure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

TITLES/HEADINGS

32. Headings are inserted for the convenience of the Parties only and are not to be consideredwhen interpreting this Agreement.

GENDER

33. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
GOVERNING LAW

34. This Agreement will be governed by and construed in accordance with the laws of New Zealand.

SEVERABILITY

35. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

WAIVER
36. The waiver by either Party of a breach, default, delay or omission of any of the provisions of
this Agreement by the other Party will not be construed as a waiver of any subsequent
breach of the same or other provisions.

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