Last updated: 1 April 2023
These are our general terms and conditions under which we carry out all work connected with Like-Minded Learning Ltd, unless you have otherwise agreed and have signed a client specific variation.
The terms are agreed between the client (‘the company’) and Like-Minded Learning Ltd (‘the contractor).
It is agreed as follows:
1. Obligations of contractor
1.1. The contractor agrees to perform the services in a timely, careful, efficient and competent manner in accordance with the terms of this agreement.
1.2. The services may from time to time be varied by agreement in writing.
1.3. The contractor:
1.3.1. will promptly commence and expeditiously carry out the services.
1.3.2. will exercise due care and skill in the handling of records belonging to the company or to any customer of the company.
1.3.3. will supply all equipment, materials and other resources which are necessary to ensure the services are performed efficiently.
1.3.4. will not disclose to any person any trade secret or confidential information which may be revealed to the contractor by the company for the purpose of carrying out the services or which otherwise comes to the contractor’s knowledge in the course of the contractor engagement under this agreement.
1.3.5. will comply with such directions as the company may give the contractor in respect of the performance of the services.
1.3.6. will work co-operatively with the company’s management staff and other contractors.
1.3.7. will comply with the Health and Safety at Work Act 2015 and any health and safety procedures of the company.
1.3.8. will not do anything to prejudice the good name of the company in the contractor’s dealings with third parties.
2.1. Adherence to these terms and conditions will begin from the date of acceptance as specified in any work engagement records and may be terminated as provided in clause 7.
3.1. The contractor’s charges for the services shall be as set out in the schedule.
3.2. The contractor will render an itemised GST tax invoice on a monthly basis, or on completion of each stage of the project for such charges as agreed at the start of the project. If specifically requested by the client, each invoice will be accompanied by a written report on the services that have been performed during the period to which the invoice relates.
3.3. The company will pay all charges invoiced on the 20th day of the month following invoicing.
3.4. If the company disputes any item or items referred to in the monthly invoice, it will, within 10 working days of receipt of such invoice, notify the contractor of the reasons for disputing the item(s). Payment of any undisputed portion of an invoice shall not be delayed on account of such dispute.
3.5. All pricing given in work engagement records is exclusive of G.S.T.
3.6. The agreed rate is reviewed annually every March and if a new rate is to be applied, it will be applied from all work done from 1 April, unless otherwise specified in a work engagement record.
3.7. Pre-approved travel and disbursements will be reimbursed at cost.
4. Hours of work
4.1. If a work engagement record defines hours of work, the hours of work are to be agreed prior to the commencement of each task.
4.2. Work will be carried out between the standard hours of 8:30am and 5:30pm, Monday to Friday. The contractor has no obligation to work outside of those hours. If they choose to do so without the request having originated from the company, the work is carried out at the standard rate outlined in the schedule.
4.3. If weekend or evening work is requested by the company for a project, and if the contractor is both provided with sufficient notice and agrees to work outside of standard hours, the parties agree to the work being carried out at the higher rate as indicated in the work engagement record.
5. Status of contractor
5.1. The contractor is an independent contractor and will be responsible for the contractor’s own liability for tax and accident compensation premiums.
5.2. The contractor agrees to indemnify the company against any tax, penalty tax payments, or levies assessed against the company due to the contractor’s non-compliance with this clause.
6. General conditions
6.1. No waiver of any breach of this agreement shall be treated as a waiver of any other or any subsequent breach. The failure of either party to enforce any provision of this agreement at any time shall not be interpreted as a waiver of that provision.
6.2. This agreement constitutes the entire agreement between the parties and will supersede all previous negotiations, commitments and representations. Any variation to this agreement shall be in writing signed by both parties.
7.1. The company or the contractor may give one month’s notice in writing of termination of this agreement.
7.2. The termination of this agreement by either party shall be without prejudice to the rights and obligations of the parties immediately before termination.
7.3. On termination the contractor will immediately return to the company any of its records, equipment or other property in the contractor’s possession.
7.4. The provisions of clauses 1.3.4 and 9.1 shall survive the termination of this agreement and remain binding on the relevant party.
8. Other business commitments
8.1. The contractor may enter into agreements with other persons for the provision of services provided that such services do not conflict with the contractor’s obligations under this agreement and do not place him or her in a situation where a conflict of interest occurs or may occur.
8.2. Where a conflict of interest is either reasonably foreseeable or arises in the course of services being provided to any other person, the contractor will inform the company of the circumstances at the earliest practicable time to enable the potential or actual conflict to be addressed and resolved.
9.1. The contractor shall during the continuance of the employment and after its termination for any reason:
9.1.1. use the contractor’s best endeavours to prevent the disclosure of any confidential information.
9.1.2. not disclose any confidential information other than to any co-contractor who has entered into a confidentiality agreement, has a proper need to know the confidential information, and who has been authorised by the chief executive to receive the confidential information in question.
9.1.3. not use any confidential information to the contractor’s own benefit, as distinct from the benefit of the company.
9.1.4. not use or attempt to use any confidential information in any manner which may injure or cause loss, whether directly or indirectly, to the company.
9.1.5. not turn or attempt to turn the contractor’s personal knowledge of any suppliers or customers of the company to his/her personal benefit, as distinct from the benefit of the company.
10. Data and privacy
10.1. The contractor is committed to protecting your privacy and comply with Privacy Act 2020 (‘the Act’).
10.3. By using any of our services including visiting our website, the company accepts the terms of this Policy.
11. Ownership and return of records
11.1. The contractor acknowledges that copyright in any document, records, report or other written material supplied in paper or electronic form by the company to the contractor in relation to the provision of services under this agreement will remain the property of the company.
11.2. On termination of this agreement the contractor will promptly return to the company all documents, records, reports or other material, in paper or electronic form, as requested by the company, in his or her possession and which are referred to in clause 9.1.
11.3. The company agrees to allow any newly created material to be used by the contractor for the sole purpose of furthering business with other clients and on the condition that no confidential information or any source files are released to any other party.
12.1. Any dispute between the parties touching or affecting the terms of, or the rights or liabilities of the parties or either of them under this agreement will be submitted to the arbitration of a sole arbitrator to be appointed by the parties or, if the parties are unable to agree, to be nominated by the President of the New Zealand Law Society or his or her nominee.
13.1. During the term of this agreement the contractor will, at its own cost, arrange satisfactory Public Liability Insurance and Professional Indemnity Cover to the company’s satisfaction prior to the commencement date of the agreement.
14. Restraint on activities
14.1. The contractor acknowledges that:
14.1.1. in the course of providing the Services under this Agreement the contractor has or will have access:
- to Confidential Information (as provided in clause 8), the expertise, trade secrets and other confidential information of the company.
- clients and suppliers of the company.
14.1.2. the above forms a valuable part of the company’s goodwill and assets which it is entitled to protect.
14.1.3. the contractor agreeing to this restraint was a material consideration for the company in deciding to engage the contractor and to enter into this Agreement.
14.2. Having regard to clause 13.1, during the term of this Agreement, and for a period of six months after termination of this Agreement, the contractor will not approach any client of the company existing at the termination of this agreement without first notifying the company of that intention to seek work from the client of the company.