Terms of Trade

1. Preamble

1.1 All Services of Training And Assessment Solutions Limited (TAS Ltd), whether gratuitous or not, are supplied subject to these Conditions and:

• (a) The provisions of Part I shall apply to the provision of all and any Services.
• (b) The provisions of Part II shall only apply to the provision of any Course and Training Service.

Part I: General Clauses

2. Definitions

2.1 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

2.2 “TAS Ltd’ means Training And Assessment Solutions Limited, its successors and assigns or any person acting on behalf of and with the authority of Training And Assessment Solutions Limited.

2.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting TAS Ltd to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

• (a) if there is more than one Client, is a reference to each Client jointly and severally: and
• (b) if the Client is a partnership, it shall bind each partner jointly and severally; and
• (c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
• (d) includes the Client’s executors, administrators, successors and permitted assigns; and
• (e) where the context so permits shall include any person (“Trainee”) that is to participate in a Course.

2.4 “NZTA” means the New Zealand Transport Agency.

2.5 “Incidental Items” means any goods, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by TAS Ltd in the course of it conducting, or supplying to the Client, any Services.

2.6 “Services” means all Services supplied by TAS Ltd to the Client at the Client’s request from time to time.

2.7 “Course” shall mean any Course and/or test provided by TAS Ltd to the Trainee and includes any advice or recommendations (and where the context so permits shall include any supply of Training Service and Course Materials as defined below) as described on the invoices, applications, enrolment forms or any other forms as provided by TAS Ltd to the Trainee, and shall include any training, advice or recommendations.

2.8 “Training Service and Course Materials” shall mean all Training Services and Course Materials supplied by TAS Ltd to the Trainee and includes any training, documents (which shall include any tests), books and any other learning tools supplied, created or deposited incidentally by TAS Ltd in the course of it conducting, or supplying to the Trainee any Training Services (and where the context so permits shall include any provision of the Course as defined above).

2.9 “Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s licence details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.

2.10 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using TAS Ltd’ website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.

2.11 “Price” or “Fee” means the price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Services as agreed between TAS Ltd and the Client in accordance with clause 7 of this Contract.

3. Acceptance

3.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by TAS Ltd.

3.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

3.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

3.4 The Client acknowledges that the supply of Services on credit shall not take effect until the Client has completed a credit application with TAS Ltd and it has been approved with a credit limit established for the account.

3.5 In the event that the supply of Services request exceeds the Client’s credit limit and/or the account exceeds the payment terms, TAS Ltd reserves the right to refuse delivery.

3.6 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3.7 These terms and conditions may be meant to be read in conjunction with TAS Ltd’ Hire Form, Terms and Conditions and Privacy Policy posted on TAS Ltd’ website, and:

• (a) where the context so permits, the terms ‘Services’ or ‘Incidental Items’ shall include any supply of Equipment, as defined therein; and
• (b) if there are any inconsistencies between the documents then the terms and conditions contained in this document shall prevail.

4. Authorised Representatives

4.1 Unless otherwise limited as per clause 4.2 the Client agrees that should the Client introduce any third party to TAS Ltd as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Services or Course on the Client’s behalf and/or to request any variation to the Services on the Client’s behalf (such authority to continue until all requested Services have been completed or the Client otherwise notifies TAS Ltd in writing that said person is no longer the Client’s duly authorised representative).

4.2 In the event that the Client’s duly authorised representative as per clause 4.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise TAS Ltd in writing of the parameters of the limited authority granted to their representative.

4.3 The Client specifically acknowledges and accepts that they will be solely liable to TAS Ltd for all additional costs incurred by TAS Ltd (including TAS Ltd’ profit margin) in providing any Services, Course or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 4.2 (if any)).

5. Errors and Omissions

5.1 The Client acknowledges and accepts that TAS Ltd shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

• (a) resulting from an inadvertent mistake made by TAS Ltd in the formation and/or administration of this Contract; and/or
• (b) contained in/omitted from any literature (hard copy and/or electronic) supplied by TAS Ltd in respect of the Services.

5.2 In the event such an error and/or omission occurs in accordance with clause 5.1, and is not attributable to the negligence and/or wilful misconduct of TAS Ltd; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.

6. Change in Control

6.1 The Client shall give TAS Ltd not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by TAS Ltd as a result of the Client’s failure to comply with this clause.

7. Price and Payment

7.1 At TAS Ltd’ sole discretion the Price shall be either:

• (a) as indicated on any invoice provided by TAS Ltd to the Client; or
• (b) the Price as at the date of delivery of the Services according to TAS Ltd’ current price list; or
• (c) TAS Ltd’ quoted price (subject to clause 7.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

7.2 TAS Ltd reserves the right to change the Price if a variation to TAS Ltd’ quotation is requested. Any variations from the plan of scheduled Services or specifications (including, but not limited to, as a result of increase to TAS Ltd in the cost of labour, materials, travel, taxes, or levies, etc.) which will be charged for on the basis of TAS Ltd’ quotation, will be detailed in writing, and shown as variations on TAS Ltd’ invoice. The Client shall be required to respond to any variation submitted by TAS Ltd within ten (10) working days. Failure to do so will entitle TAS Ltd to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

7.3 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by TAS Ltd, which may be:

• (a) on delivery of the Services.
• (b) by way of instalments/progress payments in accordance with TAS Ltd’ payment schedule.
• (c) payment for approved Clients shall be due by the 20th of the month following the date of TAS Ltd’ invoice as issued to you, whether posted, emailed, or issued by other acceptable methods; or
• (d) the date specified on any invoice or other form as being the date for payment; or
• (e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by TAS Ltd.

7.4 In the event that the Client defaults on payment TAS Ltd reserves the right to enforce clause 18.

7.5 Payment may be made by bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and TAS Ltd. TAS Ltd may in its discretion allocate any payment received from the Client towards any invoice that TAS Ltd determines and may do so at the time of receipt or at any time afterwards.

7.6 On any default by the Client TAS Ltd may re-allocate any payments previously received and allocated. In the absence of any payment allocation by TAS Ltd, payment will be deemed to be allocated in such manner as preserves the maximum value of TAS Ltd’ Purchase Money Security Interest (as defined in the PPSA) in the Services.

7.7 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by TAS Ltd nor to withhold payment of any invoice because part of that invoice is in dispute.

7.8 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to TAS Ltd an amount equal to any GST TAS Ltd must pay for any supply by TAS Ltd under this or any other agreement for providing TAS Ltd’ Services. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

8. Provision of the Services

8.1 At TAS Ltd’ sole discretion delivery of the Services shall take place when:

• (a) the Services are supplied to the Client at TAS Ltd’ address; or
• (b) the Services are supplied to the Client at the Client’s nominated address.

8.2 Subject to clause 8.3 it is TAS Ltd’ responsibility to ensure that the Services start as soon as it is reasonably possible.

8.3 The Services’ commencement date will be put back and the completion date extended by whatever time is reasonable in the event that TAS Ltd claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond TAS Ltd’ control, including but not limited to any failure by the Client to:

• (a) make a selection; or
• (b) have the site ready for the Services; or
• (c) notify TAS Ltd that the site is ready.

8.4 Delivery of the Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this Contract.

8.5 TAS Ltd may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

8.6 Any time specified by TAS Ltd for delivery of the Services is an estimate only and TAS Ltd will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that TAS Ltd is unable to supply the Services as agreed solely due to any action or inaction of the Client then TAS Ltd shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.

9. Risk

9.1 Irrespective of whether TAS Ltd retains ownership of any Incidental Items all risk for such items shall pass to the Client as soon as such items are delivered to the Client and shall remain with the Client until such time as TAS Ltd may repossess the Incidental Items. The Client must insure all Incidental Items on or before delivery.

9.2 TAS Ltd reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Incidental Items as a result of the Client’s failure to insure in accordance with clause 9.1.

10. Compliance with Laws

10.1 The Client and TAS Ltd shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities such as NZTA that may be applicable to the Services and/or Course TAS Ltd is to provide.

10.2 The Client acknowledges that all documentation created by TAS Ltd for the Client, shall be authorised by either the local body council or NZTA (whichever is applicable), and is provided in accordance with NZTA guidelines, documentation, and codes of practice.

11. Insurance

11.1 TAS Ltd shall have the following insurances in place:

• (a) Public Liability. It is the Client’s responsibility to ensure that they are similarly insured as required.
• (b) Professional Indemnity Business Cover.

12. Title

12.1 TAS Ltd and the Client agree that where it is intended that the ownership of Incidental Items is to pass to the Client that such ownership shall not pass until:

• (a) the Client has paid TAS Ltd all amounts owing for the Services; and
• (b) the Client has met all other obligations due by the Client to TAS Ltd in respect of all contracts between TAS Ltd and the Client.

12.2 Receipt by TAS Ltd of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then TAS Ltd’ ownership or rights in respect of the Incidental Items shall continue.

12.3 It is further agreed that:

• (a) the Client is only a bailee of the Incidental Items and must return the Incidental Items to TAS Ltd immediately upon request by TAS Ltd.
• (b) the Client holds the benefit of the Client’s insurance of the Incidental Items on trust for TAS Ltd and must pay to TAS Ltd the proceeds of any insurance in the event of the Incidental Items being lost, damaged or destroyed.
• (c) the Client must not sell, dispose of, or otherwise part with possession of the Incidental Items. If the Client sells, disposes or parts with possession of the Incidental Items then the Client must hold the proceeds of sale of the Incidental Items on trust for TAS Ltd and must pay or deliver the proceeds to TAS Ltd on demand.
• (d) the Client should not convert or process the Incidental Items or intermix them with other goods, but if the Client does so then the Client holds the resulting product on trust for the benefit of TAS Ltd and must dispose of or return the resulting product to TAS Ltd as TAS Ltd so directs.
• (e) the Client shall not charge or grant an encumbrance over the Incidental Items nor grant nor otherwise give away any interest in the Incidental Items while they remain the property of TAS Ltd.
• (f) the Client irrevocably authorises TAS Ltd to enter any premises where TAS Ltd believes the Incidental Items are kept and recover possession of the Incidental Items.

13. Personal Property Securities Act 1999 (“PPSA”)

13.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:

• (a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and
• (b) a security interest is taken in all Incidental Items and/or collateral (account) – being a monetary obligation of the Client to TAS Ltd for Services – that have previously been supplied and that will be supplied in the future by TAS Ltd to the Client.

13.2 The Client undertakes to:

• (a) sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in all respects) which TAS Ltd may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
• (b) indemnify, and upon demand reimburse, TAS Ltd for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Incidental Items charged thereby.
• (c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items and/or collateral (account) in favour of a third party without the prior written consent of TAS Ltd.

13.3 TAS Ltd and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

13.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.

13.5 Unless otherwise agreed to in writing by TAS Ltd, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.

13.6 The Client shall unconditionally ratify any actions taken by TAS Ltd under clauses 13.1 to 13.5.

13.7 Subject to any express provisions to the contrary (including those contained in this clause 13), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

14. Security and Charge

14.1 In consideration of TAS Ltd agreeing to supply Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

14.2 The Client indemnifies TAS Ltd from and against all TAS Ltd’ costs and disbursements including legal costs of a solicitor and own client basis incurred in exercising TAS Ltd’ rights under this clause.

14.3 The Client irrevocably appoints TAS Ltd and each director of TAS Ltd as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing any document on the Client’s behalf.

15. Defective Services

15.1 The Client shall inspect the Services on delivery and shall within seven (7) days of delivery notify TAS Ltd of any alleged defect, shortage in quantity, errors, omissions or failure to comply with the description or quote. The Client shall afford TAS Ltd an opportunity to inspect the Services within a reasonable time following delivery if the Client believes the Services are defective in any way. If the Client shall fail to comply with these provisions, the Services shall be conclusively presumed to be in accordance with the terms and conditions and free from any defect or damage.

15.2 For defective Services, which TAS Ltd has agreed in writing that the Client is entitled to reject, TAS Ltd’ liability is limited to either (at TAS Ltd’ discretion) replacing the Services or rectifying the Services provided that the Client has complied with the provisions of clause 15.1.

16. Consumer Guarantees Act 1993

16.1 If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Services by TAS Ltd to the Client.

17. Intellectual Property

17.1 Where TAS Ltd has designed, drawn or developed Incidental Items for the Client, then the copyright in any Incidental Items shall remain the property of TAS Ltd. Under no circumstances may such designs, drawings and documents be used without the express written approval of TAS Ltd.

17.2 The Client warrants that all designs, specifications or instructions given to TAS Ltd will not cause TAS Ltd to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify TAS Ltd against any action taken by a third party against TAS Ltd in respect of any such infringement.

17.3 The Client agrees that TAS Ltd may (at no cost) use for the purposes of marketing or entry into any competition, any Incidental Items which TAS Ltd has created for the Client.

18. Default and Consequences of Default

18.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at TAS Ltd’ sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

18.2 If the Client owes TAS Ltd any money the Client shall indemnify TAS Ltd from and against all costs and disbursements incurred by TAS Ltd in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, TAS Ltd’ collection agency costs, and bank dishonour fees).

18.3 Further to any other rights or remedies TAS Ltd may have under this Contract, if a client has made payment to TAS Ltd, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by TAS Ltd under this clause 18, where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.

18.4 Without prejudice to TAS Ltd’ other remedies at law TAS Ltd shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to TAS Ltd shall, whether or not due for payment, become immediately payable if:

• (a) any money payable to TAS Ltd becomes overdue, or in TAS Ltd’ opinion the Client will be unable to make a payment when it falls due.
• (b) the Client has exceeded any applicable credit limit provided by TAS Ltd.
• (c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
• (d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

19. Cancellation

19.1 Without prejudice to any other remedies TAS Ltd may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions TAS Ltd may suspend or terminate the supply of Services to the Client. TAS Ltd will not be liable to the Client for any loss or damage the Client suffers because TAS Ltd has exercised its rights under this clause.

19.2 TAS Ltd may cancel any contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are commenced by giving written notice to the Client. On giving such notice TAS Ltd shall repay to the Client any money paid by the Client for the Services. TAS Ltd shall not be liable for any loss or damage whatsoever arising from such cancellation.

19.3 In the event that the Client cancels delivery of the Services the Client shall be liable for any and all loss incurred (whether direct or indirect) by TAS Ltd as a direct result of the cancellation (including, but not limited to, any loss of profits).

20. Privacy Policy

20.1 All emails, documents, images or other recorded information held or used by TAS Ltd is Personal Information as defined and referred to in clause 20.3 and therefore considered confidential. TAS Ltd acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 8 of the Act and any statutory requirements where relevant in a European Economic Area “EEA” then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). TAS Ltd acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by TAS Ltd that may result in serious harm to the Client, TAS Ltd will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.

20.2 Notwithstanding clause 20.1, privacy limitations will extend to TAS Ltd in respect of Cookies where the Client utilises TAS Ltd’ website to make enquiries. TAS Ltd agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), where such technology allows the collection of Personal Information such as:

• (a) the Client’s IP address, browser, email client type and other similar details; or
• (b) tracking website usage and traffic; and
• (c) reports are available to TAS Ltd when TAS Ltd sends an email to the Client, so TAS Ltd may collect and review that information (collectively “Personal Information”).

If the Client consents to TAS Ltd’ use of Cookies on TAS Ltd’ website and later wishes to withdraw that consent, the Client may manage and control TAS Ltd’ privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

20.3 The Client authorises TAS Ltd or TAS Ltd’ agent to:

• (a) access, collect, retain and use any information about the Client (including, name, address, D.O.B, occupation, driver’s licence details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice):
  • (i) for the purpose of assessing the Client’s creditworthiness; or
  • (ii) for the purpose of marketing products and services to the Client.
• (b) disclose information about the Client, whether collected by TAS Ltd from the Client directly or obtained by TAS Ltd from any other source to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.

20.4 Where the Client is an individual the authorities under clause 20.3 are authorities or consents for the purposes of the Privacy Act 2020.

20.5 The Client shall have the right to request from TAS Ltd a copy of the Personal Information about the Client retained by TAS Ltd and the right to request TAS Ltd to correct any incorrect Personal Information about the Client held by TAS Ltd.

21. Service of Notices

21.1 Any written notice given under this Contract shall be deemed to have been given and received:

• (a) by handing the notice to the other party, in person.
• (b) by leaving it at the address of the other party as stated in this Contract.
• (c) by sending it by registered post to the address of the other party as stated in this Contract.
• (d) if sent by email to the other party’s last known email address.

21.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

22. General

22.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

22.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand.

22.3 TAS Ltd shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by TAS Ltd of these terms and conditions (alternatively TAS Ltd’ liability shall be limited to damages which under no circumstances shall exceed the Price of the Services).

22.4 TAS Ltd may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.

22.5 The Client cannot licence or assign without the written approval of TAS Ltd.

22.6 The Client agrees that TAS Ltd may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for TAS Ltd to provide Services to the Client.

22.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

22.8 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.

Part II: Course and Training Services

23. Confidentiality

23.1 The Trainee agrees that they will, and ensure that its employees and agents will, keep confidential the manuals and other materials and aids supplied by TAS Ltd and will not disclose it to any other person without the written consent of TAS Ltd. Upon completion of any Contract with TAS Ltd, the Trainee must return all copies of manuals and other copyright material whether in written, electronic or other form except as otherwise agreed with TAS Ltd. No copies of such materials are to be retained or used by the Trainee.

23.2 The Trainee assumes liability for all loss or damage suffered by TAS Ltd as a result of breach of confidentiality undertaken by itself or its employees or agents.

23.3 The obligations of confidentiality shall survive the finalisation or discontinuance of any contract between the Trainee and TAS Ltd.

24. Fee and Payment

24.1 In addition to clause 7.2, TAS Ltd may vary the Fee:

• (a) if a variation to the Services (including, but not limited to, any variation to the Trainee’s brief or specifications, or due to equipment or Training Service and Course Materials being unavailable for the scheduled training) is requested; or
• (b) where additional costs are incurred by TAS Ltd due to unexpected delays, or access to an assessment area not being available as was agreed or when pre-arranged.
• (c) in the event of increases to TAS Ltd in the cost of Training Service or Course Materials, staffing, or as required by the relevant governing body of any Course provided by TAS Ltd or as a result of travel, accommodation, phone or courier costs incurred by TAS Ltd on behalf of the Trainee, which is beyond TAS Ltd’ control.

24.2 Receipt by TAS Ltd of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then TAS Ltd’ ownership or rights in respect of the Services shall continue.

24.3 The Trainee acknowledges and agrees that the Trainee’s obligations to TAS Ltd for the supply of Services shall not cease until:

• (a) the Trainee has paid TAS Ltd all amounts owing for the particular Services; and
• (b) the Trainee has met all other obligations due by the Trainee to TAS Ltd in respect of all contracts between TAS Ltd and the Trainee.

24.4 TAS Ltd reserves the right to not release the Course Completion Certificate until full Course Fees have been paid and the Trainee has met all obligations to TAS Ltd covered in this Contract.

25. Withdrawal, Cancellation and Refund Policy

25.1 TAS Ltd may cancel any contract to which these terms and conditions apply or cancel the Course at any time before the Course has commenced, by giving notice to the Trainee via phone or email. On giving such notice TAS Ltd shall either repay to the Trainee any sums paid in respect of the Fee or transfer the balance to another Course. TAS Ltd will not authorise the transfer of Fees to any other institution or trainee. TAS Ltd shall not be liable for any loss by the Trainee howsoever arising out of such cancellation.

25.2 Any withdrawal from the Course (provided notice is received by TAS Ltd at least five (5) working days prior to the commencement of the Course) shall entitle the Trainee to a refund of the Fees paid to TAS Ltd less an administration fee of fifty ($50) dollars. Any withdrawal by the Trainee outside the required notice timeframe, shall incur the following cancellation fees:

• (a) three (3) working days’ notice from the commencement date, fifty percent (50%) of the Course Fees will apply; or
• (b) twenty-four (24) hours from the commencement date, the full Course Fees will apply; or
• (c) non-attendance on the day of the Course with no prior notice being received by TAS Ltd, the full Course Fees will apply.

25.3 No refund will be paid to the Trainee where the Course has commenced, and Course Materials dispatched (for the purposes of this clause pre-Course required reading of Course Materials is deemed commencement of the Course). For exceptional circumstances, the Trainee may apply in writing to the manager of TAS Ltd.

26. Provision of the Training Services

26.1 Where the Trainee is enrolled in a face-to-face Course at any TAS Ltd’ training location, the delivery and assessment of the Course must incorporate the relevant occupational health and safety legislation and requirements, as they apply to work practices. Any action by the Trainee that jeopardises the health, safety or welfare of others may result in the Trainee being expelled from the Course.

26.2 In addition to the payment of the Fee, the Trainee shall reimburse TAS Ltd for all reasonable expenses incurred by TAS Ltd in the performance of the Services. Such expenses include, but shall not be limited to, costs for travel and accommodation where the Course is held at the Client’s nominated address. Any additional expenses charged, will be advised prior to the confirmation of the provision of any Training Services.

26.3 Any time specified by TAS Ltd for delivery of the Services is an estimate only and TAS Ltd will not be liable for any loss or damage incurred by the Trainee as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that TAS Ltd is unable to supply the Services as agreed solely due to any action or inaction of the Trainee then TAS Ltd shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.

26.4 In the event the Course is to take place at the Trainee’s nominated address, it is the responsibility of the Trainee or the Trainee’s employer to ensure that the site will comply with any occupational health and safety laws and any other relevant safety standards or legislation.

27. Attendance and Punctuality

27.1 It is recommended by TAS Ltd that the Trainee arrives five (5) minutes prior to the scheduled starting time of the Course.

27.2 It is the responsibility of the Trainee to advise if the Trainee is to be absent as soon as is practically possible and inform TAS Ltd of the estimated length of absence.

27.3 The Trainee will not be able to attend the Course for any period of time during which:

• (a) the Trainee is suffering from a disease or condition which is contagious through normal social contact; or
• (b) a medical practitioner has recommended the Trainee not attend.

28. Emergency Contacts

28.1 The Trainee must provide TAS Ltd with the names and addresses of two (2) responsible persons over the age of eighteen (18) years who can collect the Trainee in case of an emergency or illness. When contacted by the Director of Professional Traffic Services (or their delegate), the emergency contact person must go immediately to TAS Ltd’ premises to collect the sick or injured Trainee.

29. Accident or Emergency

29.1 Whilst every reasonable effort shall be made by TAS Ltd to contact the Trainee’s emergency contacts in the event of an accident or emergency, the Trainee hereby gives authority to the Director of TAS Ltd (or their delegate) to, on behalf of the Trainee, authorise the administration of medication, transportation to hospital and administration of treatment as is recommended by the Trainee’s doctor, any attending doctor, ambulance officer, police or Government Officer. The Trainee will be responsible for any costs incurred as a result of transportation or treatment.

30. Assessments

30.1 The Trainee will be given feedback on submitted assessments, but no assessment will be copied and returned to the Trainee, and it shall be the responsibility of the Trainee to keep record of submitted assessments. In the event the Trainee does not agree with any assessment, an appeal can be made as per clause 32, provided the appeal has been lodged within seven (7) days of the Trainee’s receipt of assessment feedback.

31. Disciplinary Procedures

31.1 If the Trainee is found to be cheating (collusion or plagiarism), harassing other trainees or staff, or breaking the law in any way, then the Trainee will face disciplinary action. This may involve the expulsion of the Trainee from the Course immediately, without refund of Fees, and in some cases may involve a report to the Police.

32. Complaints and Grievance Policy

32.1 The Trainee shall be entitled to report any concern they may have in relation to the Training Service and Course Materials, any matters of safety, care or quality of services, or where the Trainee wishes to make a suggestion. These shall be addressed with the appropriate TAS Ltd’ staff member, or if the complaint is in relation to any of the staff, to the Director of TAS Ltd, where in most incidences the issue can be rectified.

32.2 All complaints must be made to TAS Ltd in writing and will be acknowledged by TAS Ltd (in writing) within seven (7) days of receipt. TAS Ltd will take all reasonable steps to resolve any complaint within sixty (60) days of receipt of the complaint.

32.3 Where the complaint is in relation to any staff member of TAS Ltd:

• (a) the complaint, and the identity of the complainant, will be kept confidential between the parties concerned.
• (b) a written record of events will be documented by TAS Ltd’ director, in order to authenticate, monitor and evidence the complaint.
• (c) all compiled written information will be considered by the Director of TAS Ltd to enable an informed decision to be made regarding the complaint.
• (d) the complainant and applicable staff member(s) will be advised of the outcome of the investigation and any disciplinary action, which will be managed in accordance with the Employment Relations Act 2000, etc.
• (e) in the event the complainant is unsatisfied with the outcome of the investigation, TAS Ltd’ management and the complainant shall confer to discuss the matter further.
• (f) if the complainant is still not satisfied with the outcome, they are within their rights to contact the relevant governing body and/or the Commerce Commission.

33. Intellectual Property

33.1 Copyright in the Course Materials shall remain vested in TAS Ltd and are only to be used by the Trainee for the purpose of completing the Course. Other than as allowed under the Copyright Act 1994, and the conditions therein, the Trainee agrees that they shall not in any way sell, reproduce, adapt, distribute, transmit, publish, or create derivative works from any part of the Course Materials.

34. Consents

34.1 Unless expressly requested otherwise in writing, the Trainee permits TAS Ltd to photograph or video record the Trainee for quality assurance, safety, assessment, planning, evaluation, documentation, promotional or marketing purposes (including but not limited to social media, newsletters and slideshows, and for display in TAS Ltd’ offices), or to be used within TAS Ltd (as well as on TAS Ltd’ website), and/or local and national newspaper stories.

35. Limitation of Liability

35.1 In no circumstances shall TAS Ltd be liable for any personal injury resulting in injury or death, loss and/or damage or expense arising out of or caused by any act or omission of the Trainee whether or not any such act or omission is negligent.

35.2 The Trainee hereby disclaims any right to rescind or cancel any contract with TAS Ltd or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Trainee by TAS Ltd, and the Trainee acknowledges that Courses are bought relying solely upon the Trainee’s skill and judgment.

35.3 TAS Ltd undertakes to act at all times in a professional manner and in accordance with any requirements as set by the relevant governing body of any Courses provided by TAS Ltd. Notwithstanding, TAS Ltd shall only be liable to the Trainee for the consequences of any negligent act, omission or statement of TAS Ltd, and then only to the extent and limitations referred to herein.

35.4 TAS Ltd shall be under no liability whatsoever to the Trainee for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Trainee arising out of a breach by TAS Ltd of these terms and conditions (alternatively TAS Ltd’ liability shall be limited to damages which under no circumstances shall exceed the Fee of the Services).

35.5 The liability of TAS Ltd shall cover only direct loss or damage in respect of the Services, or other matters arising directly from the scope of the Services agreed in the quotation, and then only to the maximum limit specified as per clause 35.4. All references herein to loss or damage shall be deemed to exclude loss or damage sustained by any third party in respect of which the Trainee is liable and responsible (as between the Trainee and the third party) whether by statute, contract tort or otherwise.

35.6 The liability of TAS Ltd to the Trainee shall expire twelve (12) months from the issue of the last invoice relevant to the particular Services, unless in the meantime, the Trainee has made a claim in writing to TAS Ltd, specifying a negligent act, omission or statement said to have caused alleged loss or damage sustained or sustainable.

35.7 Notwithstanding clauses 35.3 to 35.6, TAS Ltd shall not be liable for any loss or damage sustained or sustainable by a Trainee in relation to:

• (a) errors occurring in plans, designs or specifications not created or prepared by TAS Ltd.
• (b) errors occurring during the course of any services which are not provided by, nor the responsibility of, TAS Ltd.
• (c) the use of any documentation or other information or advice without the approval of TAS Ltd.

36. Contact Information

For questions about these Terms of Trade, please contact:

• Email: office@tasolutions.co.nz, peter@tasolutions.co.nz
• Phone: 027 693 9056
• Business Name: Training & Assessment Solutions Ltd
• Address: PO Box 185, Morrinsville