A guide to our terms of trade in plain English:
ONEHQ NZ – HOW WE WORK WITH YOU
- The OneHQ group of companies includes OneHQ NZ Limited, OneHQ NZ Finance Limited, OneHQ Accounting Limited and OneHQ IT Limited. In this document, all of these companies are referred to as “us” or “we”.
- Before we begin work with you, we’ll agree a “scope of work” with you (which sets out what we are going to be doing and how much it will cost) and send you a copy of our standard “terms of trade”. Together, these documents will be the contract between you and us. Points 3-10 below set out the key points that are covered by our terms of trade. You need to read through them in detail to make sure you understand them.
- To get the most from us, we ask that you give us as much information as you can about your business and what you are trying to achieve. If this information changes, let us know.
- We’ll keep your information confidential (but we’ll share information with your other advisers if you ask us to).
- We’ll agree our fees and charges with you up front. All we ask is that you pay our bills on time. If you have a problem with any of our invoices, please let us know and we’ll sort it out.
- We’ll own the intellectual property that we use and create while providing services to you, but we’ll give you an unrestricted licence to use that IP for your business.
- If we supply you with any goods or equipment, they are at your risk (and you need to insure them) from when we deliver them to you. You won’t own them until we’ve been paid in full. We may register our security interest in any goods that we haven’t been paid for.
- If you terminate the contract, you need to pay us for all services and goods supplied before that date.
- Our liability to you is limited to the amount of money that you’ve paid us and to the direct losses that have been caused by us. We’re not liable to you if there’s a cause beyond our control that stops us performing the contract.
- If we have a dispute, both parties must try and negotiate and use a mediator before starting any litigation.
ONEHQ NZ - TERMS OF TRADE
These terms of trade (Terms) apply in respect of all goods and services supplied by OneHQ NZ Limited,
OneHQ NZ Finance Limited, OneHQ Accounting Limited and OneHQ IT Limited (OneHQ, we or us) to you.
1. SCOPE OF WORK
1.1 Scope of Work: We will provide you with the goods and services set out in each proposal, statement
of work or engagement letter agreed with you (Scope of Work).
1.2 Precedence: To the extent that a Scope of Work conflicts with these Terms, the Scope of Work will
2. YOUR INSTRUCTIONS
2.1 Your instructions: To help us in providing our services, you must:
(a) give us clear and full instructions about your situation and objectives and the scope and type
of work you wish us to undertake for you;
(b) provide all relevant and correct information and materials reasonably necessary for us to do
that work (including other advice you receive);
(c) make us aware of your time constraints; and
(d) let us know of any change in circumstances.
2.2 Authority: You authorise us to obtain any required information on your behalf from any third party
in order to:
(a) prepare your financial statements and tax returns; and
(b) manage the services that we provide to you.
3. QUALITY AND WARRANTIES
3.1 Standard of services: We will provide the services in accordance with the standards of skill and care
reasonably expected of professional consultants in the same field in New Zealand performing
services in the same circumstances, and in the manner as specified in the Scope of Work.
3.2 Licenses and tools: We warrant that we hold the appropriate licences for the tools that we use to
provide the services and supply the goods. Any additional warranties will be set out in the Scope of
3.3 Replacement or repair of goods and services: Where any goods or services do not meet standards
set out in clause 3.1 or 3.2 or the relevant Scope of Work, then provided that you notify us in writing
of the deficiency within a period of 90 days from the day of delivery of the relevant deliverables, we
will remedy the defect at our cost. Our liability is limited to re-performing the defective services or
repairing or replacing the defective goods.
3.4 Third party warranties: Where we procure third party software, goods or services for you, we will
take reasonable steps to transfer to you any applicable third party warranties.
3.5 No other warranties: Except for the express warranties in clauses 3.1, 3.2, 3.3 or 3.4, we disclaim all
warranties and guarantees, whether express, implied, or statutory, including warranties of noninfringement, merchantability, and fitness for a particular purpose, to the maximum extent
permitted by law.
4.1 Fees: Unless we have agreed a fixed fee in advance, we will charge a fair and reasonable fee for all
work we do for you, taking into account the time and labour expended, and the skill, specialised
knowledge and responsibility required. Where our fees are calculated on an hourly basis we will
advise you what those rates are (and of any changes to those rates) in advance.
4.2 Disbursements and expenses: In providing services we may incur disbursements, or make payments
to third parties, on your behalf. These will be included in our invoice to you when the
disbursement/expense is incurred. We may require an advance payment for disbursements or
expenses which we will be incurring on your behalf.
4.3 GST: GST is payable by you on our fees and charges.
4.4 Invoices: We may send interim invoices to you, usually monthly and/or on completion of the
services, delivery of goods, or termination of the services. We may also send you an invoice when we
incur a significant expense for you.
4.5 Payment: All invoices are payable on or before the 20th of the month following the date of the
invoice, unless alternative arrangements have been made with us. Where an invoice is not paid on
the due date, we may charge interest on the overdue amount, calculated daily at the rate of fifteen
percent (15%) per annum. You will pay all costs and expenses incurred by us in the recovery of any
amount owing from you to us (including legal fees on a solicitor-client basis).
4.6 Disputed invoices: If you consider, acting reasonably, that any invoiced goods or services have not
been supplied materially in accordance with these Terms and the Scope of Work, you may raise a
dispute about the relevant invoice. You must pay the undisputed portion of the invoice in
accordance with clause 4.5, and notify us of such dispute within seven days of receiving the invoice.
If we agree with the issue you have raised, we will issue a credit note for a proportional deduction to
the invoice, but if we disagree we will notify you of the disagreement and you must pay the full
amount of the invoice by the due date. Either party may refer any invoice disagreement to dispute
resolution under clause 14.
5.1 To you: Communications will be sent to the address and contact person you advise us.
5.2 To us: Correspondence should be sent to us at our business address at Level 1, 60 Broadway,
Newmarket, Auckland 1023.
5.3 Method: Unless requested otherwise, communications may be by facsimile, telephone or email.
We will not however be liable for any corruption or interception of emails, attachments or
5.4 Emails: We scan emails and attachments for viruses before sending e-mails to you and you must
take reasonable steps to prevent sending us emails or attachments containing viruses, or which
would be harmful to our IT systems.
6. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
6.1 Hold in confidence: We will hold in confidence all information concerning you or your affairs that we
acquire during the course of performing the services. We will not disclose any of this information to
any other person except:
(a) to the extent necessary or desirable to enable us to perform the services; or
(b) to the extent required by law.
6.2 Our staff and your advisers: Confidential information concerning you will as far as practicable be
made available only to our staff who are providing services for you. You may authorise us to share
your information with your other professional advisers.
6.3 AML, CFT and FATCA: You authorise us to provide any information we hold relating to your United
States Foreign Accounts Tax Compliance Act (FATCA), Common Reporting Standard (CRS) or AntiMoney Laundering (AML) status, or other FATCA, CRS or AML matters, to Inland Revenue, our bank
and the Department of Internal Affairs if necessary to comply with FATCA, CRS and AML obligations.
6.4 Reporting: You acknowledge that if you do not provide any of the information we request, we may
report your non-response, identity and reportable balance to our banks and Inland Revenue (who
will in turn pass this information to the relevant foreign tax authority). Please ask us if you would like more information about FATCA, CRS and/or AML.
6.5 Client due diligence: You understand that we are unable to commence providing accounting or
financial services for you if we cannot complete our required client due diligence for AML purposes.
6.6 Existing intellectual property: We shall own (and continue to own) all intellectual property that may
exist in modules, techniques or templates provided by us as part of the services. We shall own all
intellectual property in all enhancements, modifications, or adaptations to such modules, techniques
6.7 New intellectual property: We will own all intellectual property which comes into existence as a
result of the performance of the services, which intellectual property shall vest in us upon creation.
6.8 Licence to you: We grant to you a royalty-free, non-exclusive, non-transferable, non-sublicensable
licence to use and reproduce for your internal business purposes only deliverables that we supply to
you as part of the services, to the extent that our intellectual property subsists in those deliverables.
6.9 Definition: In this clause 6, intellectual property means any copyright, patent, trade mark, design
right, trade secret, eligible layout, or other enforceable industrial or intellectual property right.
7. RISK AND OWNERSHIP OF GOODS
7.1 Risk: Risk of loss, deterioration or damage from any cause, of any goods that we supply to you,
passes to you on delivery of the goods to you (or on delivery of the goods to the End User, if we
deliver them to an End User).
7.2 Title: We retain ownership of the goods until you have paid us all amounts that you owe us in
relation to all goods and Services that we have supplied to you. If any goods are mixed or
commingled (as defined in the Personal Property Securities Act 1999) (PPSA) with other goods
before payment, we will own the resulting mixed or commingled goods as if they were goods that
we had supplied.
7.3 Your obligations: After delivery, but while ownership of goods remains with us:
(a) you must ensure they are stored so they are clearly identifiable as belonging to us;
(b) you may (unless we advise you otherwise, or you have breached these Terms of Trade) use,
lease at market rates, or sell for full value, the goods in the ordinary course of your business. If
you lease or sell the goods, you must hold the proceeds (separately and in identifiable form) in
trust for us, and pay them into a bank account nominated by us if we request this;
(c) except as provided in clause 7.3(b), you must not grant anyone any interest in or charge over
the goods; and
(d) you must insure the goods at your cost, naming us as loss payee, for full replacement cost
against all risks. We may apply the proceeds of any insurance payment to reduce the amount
that you owe us.
8. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)
8.1 Security agreement: You acknowledge that:
(a) these Terms are a security agreement for the purposes of section 36 of the PPSA;
(b) we take a security interest in all goods that we have previously supplied to you (if any) and all
goods that we will supply to you in the future, to secure (with equal priority) payment of all
amounts that you owe us;
(c) the security interest will continue until you have paid all amounts owing; and
(d) you waive your right to receive a verification statement under section 148 of the PPSA.
8.2 Your obligations: You:
(a) will promptly sign any further documents, provide any further information, or do any other
thing that we reasonably require to perfect and maintain the perfection of our security
interest (including by registering a financing statement or financing change statement);
(b) indemnify (and if requested reimburse) us for all expenses that we incur in registering a
financing statement or financing change statement or releasing goods charged by the
(c) will give us 14 days’ prior written notice of any change in your name, address, contact details,
trading name, business practice or any other details, and use your best endeavours to ensure
that any applicable financing change statement is registered disclosing your new details.
8.3 Contracting out: To the fullest extent permitted by law, you and we contract out of section 114(1)(a)
of the PPSA, and out of your rights referred to in sections 107(2)(c), (d), (h), and (i) of the PPSA. If
and for so long as we are not the secured party with priority over all other secured parties in respect
of any particular goods, you and we agree that section 109(1) of the PPSA does not apply to those
9.1 Termination on notice: Unless we have agreed that the services will have a minimum term, you may
terminate our services at any time by giving us written notice (to take effect at the end of the next
9.2 Termination by us: We may terminate the provision of our services to you if you do not pay our
invoices or you breach these Terms.
9.3 Paying fees: If you terminate our services, you must pay us all fees due up to the date of termination
and all disbursements and expenses incurred up to that date.
10. RETENTION OF FILES AND DOCUMENTS
10.1 Record keeping: You authorise us (without further reference to you) to destroy all files and
documents for this matter (other than any documents that we hold in safe custody for you) 7 years
after our engagement ends, or earlier if we have converted those files and documents to an
10.2 Lien: You acknowledge that we have a lien on all files and documents which we are holding for you
until all fees and expenses which you owe to us have been paid.
11. CONFLICT OF INTEREST
11.1 Conflicts: We have procedures in place to identify and respond to conflicts of interest. If a conflict of
interest arises we will advise you of this.
12. DUTY OF CARE
12.1 No reliance: Our duty of care is to you and not to any other person. No advice we give, or work we
do, is for the benefit of any third party. Before any other person may rely on our advice, we must
expressly agree to this.
13.1 Limitation of services: The services we provide are subject to:
(a) the accuracy of information supplied by you, third parties, or on public registers; and
(b) any disclaimers or limitations we expressly make (whether or not in writing) or which are
implied by the nature of those services.
13.2 Reasonable care: We shall exercise reasonable care in providing the services (including any advice
provided) but shall not be responsible for the accuracy of advice based on information supplied by
you or by third parties. The responsibility for decisions taken on the basis of the advice given by us
will remain with you.
13.3 Limitation of liability: Our liability shall be limited to direct loss or damage arising out of our
negligent or wilful breach of these Terms or the relevant Scope of Work. To the maximum extent
permitted by law, we shall not be liable under the law of contract, tort (including negligence) or
otherwise for any loss of profits, revenues, business information, or contracts or any indirect, special,
incidental, punitive, exemplary, or consequential loss or damage arising directly or indirectly from
the provision of goods or services. To the maximum extent permitted by law, our liability to you for
any reason whatsoever will be limited in aggregate to the value of the fees paid by you to us.
13.4 Consumer guarantees: You agree that you are acquiring the goods and services for business
purposes that the provisions of the Consumer Guarantees Act 1993 shall not apply.
13.5 Time for claims: We will not be liable to you in respect of any claim unless you have notified us of
that claim within six months of the event giving rise to the claim being reasonably discoverable.
14.1 Negotiation: Both we and you will use our best efforts to resolve any disputes that may arise. In the
first instance, your and our senior representatives will attempt to resolve the dispute through good
14.2 Mediation: If we and you cannot resolve the dispute within a reasonable period of time, we or you
may refer the dispute to Resolution Institute for mediation at a fee to be shared equally between us
and you. If we and you cannot agree on the identity of the mediator, the mediator and will be
chosen by the President for the time being of Resolution Institute.
14.3 Litigation: Neither party will commence litigation against the other party without first following the
dispute resolution process specified in this clause 14.
14.4 Interlocutory relief: Nothing in this clause 14 will prevent either party from taking immediate steps
to seek urgent equitable relief before a New Zealand court.
15. FORCE MAJEURE
15.1 Cause outside control: Neither party shall be liable for any delay in meeting or for failure to meet its
obligations due to any cause outside its reasonable control including (without limitation) acts of God,
war, riot, malicious acts of damage, fire, acts of any government authority or failure of the public
15.2 Notice and costs: If we are prevented from meeting our obligations due to any of the causes set out
in clause 15.1 , we shall notify you accordingly. If we incur any additional costs as a result of such
causes, this shall be payable by you, provided that we will consult with you in advance of incurring
such additional costs and use reasonable endeavours to minimise them.
16.1 Amendment: We may amend these Terms from time to time by giving you notice in writing. The
amended Terms will apply from the earlier of the date that you agree to the changes or the date that
you and we agree a new Statement of Work.
16.2 No waiver: No delay in enforcement or extension of time or failure to exercise any right will be
deemed to be a waiver of any right by either party. No waiver of an earlier breach will be construed
as a waiver of a later breach.
16.3 Governing law: Our relationship with you is governed by New Zealand law and New Zealand courts
have non-exclusive jurisdiction.
16.4 Independent contractor: We are an independent contractor to you. These Terms do not create a
joint venture, agency, trust or partnership relationship between us and you.
-- Your privacy is critically important to us.
OneHQ is located at:
OneHQ 60 Broadway newmarket 60 Broadway newmarket, New Zealand.
- Website Visitors
Like most website operators, OneHQ collects non-personally-identifying information of the sort that web browsers and servers typically make available, such as the browser type, language preference, referring site, and the date and time of each visitor request. OneHQ's purpose in collecting non-personally identifying information is to better understand how OneHQ's visitors use its website. From time to time, OneHQ may release non-personally-identifying information in the aggregate, e.g., by publishing a report on trends in the usage of its website.
OneHQ also collects potentially personally-identifying information like Internet Protocol (IP) addresses for logged in users and for users leaving comments on https://www.onehq.nz blog posts. OneHQ only discloses logged in user and commenter IP addresses under the same circumstances that it uses and discloses personally-identifying information as described below.
- Gathering of Personally-Identifying Information
Certain visitors to OneHQ's websites choose to interact with OneHQ in ways that require OneHQ to gather personally-identifying information. The amount and type of information that OneHQ gathers depends on the nature of the interaction. For example, we ask visitors who sign up for a blog at https://www.onehq.nz to provide a username and email address.
The security of your Personal Information is important to us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While we strive to use commercially acceptable means to protect your Personal Information, we cannot guarantee its absolute security.
- Links To External Sites
We have no control over, and assume no responsibility for the content, privacy policies or practices of any third party sites, products or services.
- Aggregated Statistics
OneHQ may collect statistics about the behavior of visitors to its website. OneHQ may display this information publicly or provide it to others. However, OneHQ does not disclose your personally-identifying information.
To enrich and perfect your online experience, OneHQ uses "Cookies", similar technologies and services provided by others to display personalized content, appropriate advertising and store your preferences on your computer.