Terms of Trade

Terms of Trade


A guide to our terms of trade in plain English:

ONEHQ NZ – HOW WE WORK WITH YOU

  1. 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”.
  2. 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.
  3. 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.
  4. We’ll keep your information confidential (but we’ll share information with your other advisers if you ask us to).
  5. 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.
  6. 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.
  7. 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.
  8. If you terminate the contract, you need to pay us for all services and goods supplied before that date.
  9. 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.
  10. 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

have precedence.

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

Work.

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. FINANCIAL

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. COMMUNICATIONS

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

facsimiles.

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

or templates.

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

statement; and

(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

particular goods.

9. TERMINATION

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

billing period).

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

electronic format.

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. LIMITATIONS

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. DISPUTES

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

faith negotiations.

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

electricity supply.

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. GENERAL

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.

Welcome to our Privacy Policy

-- Your privacy is critically important to us.

OneHQ is located at:

OneHQ 60 Broadway newmarket 60 Broadway newmarket, New Zealand.

It is OneHQ's policy to respect your privacy regarding any information we may collect while operating our website. This Privacy Policy applies to https://www.onehq.nz (hereinafter, "us", "we", or "https://www.onehq.nz"). We respect your privacy and are committed to protecting personally identifiable information you may provide us through the Website. We have adopted this privacy policy ("Privacy Policy") to explain what information may be collected on our Website, how we use this information, and under what circumstances we may disclose the information to third parties. This Privacy Policy applies only to information we collect through the Website and does not apply to our collection of information from other sources.

This Privacy Policy, together with the Terms and conditions posted on our Website, set forth the general rules and policies governing your use of our Website. Depending on your activities when visiting our Website, you may be required to agree to additional terms and conditions.

- 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.

- Security

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.

- Advertisements

Ads appearing on our website may be delivered to users by advertising partners, who may set cookies. These cookies allow the ad server to recognize your computer each time they send you an online advertisement to compile information about you or others who use your computer. This information allows ad networks to, among other things, deliver targeted advertisements that they believe will be of most interest to you. This Privacy Policy covers the use of cookies by OneHQ and does not cover the use of cookies by any advertisers.

- Links To External Sites

Our Service may contain links to external sites that are not operated by us. If you click on a third party link, you will be directed to that third party's site. We strongly advise you to review the Privacy Policy and terms and conditions of every site you visit.

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.

- Cookies

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.

A cookie is a string of information that a website stores on a visitor's computer, and that the visitor's browser provides to the website each time the visitor returns. OneHQ uses cookies to help OneHQ identify and track visitors, their usage of https://www.onehq.nz, and their website access preferences. OneHQ visitors who do not wish to have cookies placed on their computers should set their browsers to refuse cookies before using OneHQ's websites, with the drawback that certain features of OneHQ's websites may not function properly without the aid of cookies.

By continuing to navigate our website without changing your cookie settings, you hereby acknowledge and agree to OneHQ's use of cookies.

Privacy Policy Changes

Although most changes are likely to be minor, OneHQ may change its Privacy Policy from time to time, and in OneHQ's sole discretion. OneHQ encourages visitors to frequently check this page for any changes to its Privacy Policy. Your continued use of this site after any change in this Privacy Policy will constitute your acceptance of such change.