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General Terms of Business

  1. Background​

    1. “Client/YOU/YOUR” means the persons or entities requesting Us to provide Services.

    2. Our Terms of Business apply in respect of our Services Agreement which may be in the form of a Proposal for Services or Estimate or Quote for Services “Services” and subsequent agreements, and these documents form the “Contract” between the Parties. Each subsequent issue our Services Agreement and Terms of Business etc. replaces and supersedes any previous proposals, correspondence, understandings or other communications (written or oral) to the extent anticipated in those subsequent documents.

    3. "Services" shall mean all services, including any recommendations and advice provided by Us to You at Your request from time to time as outlined in the Service Agreements.

    4. The following Terms of Business (“Terms”) apply in respect of Services as defined in these Terms provided by Call Grant Limited “Call Grant/US/WE/OUR”.

  2. Entire Agreement

    1. The Contract forms the entire agreement between the Parties.

    2. To the extent permissible by law all warranties, conditions, representations and liabilities or terms other than those expressly herein stated are excluded.

    3. If any term of the Contract is held to be invalid, the enforceability of the remainder of the Contract will not be affected PROVIDED that if a term is held invalid or unenforceable that materially impacts upon the benefit or advantage to a party in terms of this Agreement, then the disadvantaged Party may terminate this Engagement PROVIDED that the Client shall pay for all of the work done by Us to that point in time.   

  3. Engagement

    1. An engagement for Services occurs where there is an agreement between Call Grant and You relating to the provision of Services by Us (“Engagement”).  

    2. The Engagement starts on the date

      1. You sign and return the Services Agreement to Us or

      2. when you instruct us and We first start work on the Services for You, whichever is first.

    3. You are bound by these Terms if accepted orally or if You instruct us, whether orally or otherwise, to proceed with the provision of Services.

    4. Unless it is terminated earlier, the Engagement terminates when we have completed providing the Services to You and You have paid Us all outstanding amounts owing to Us, including fees, costs and disbursements and any interest.

    5. It is possible that the nature and the scope of an Engagement changes.  Any subsequent instructions, written or otherwise, received by Us from You for any further work in connection with this Service or for the supply of additional Services, shall constitute continuing acceptance of these Terms.

  4. Our Responsibilities

    1. We will provide the Services described in our Services Agreement which may be in the form of a Proposal for Services or Estimate or Quote for Services “Services”.

    2. Unless specifically stated to the contrary in the Services Agreement:

      1. timetabled dates are intended for planning and estimating purposes only and are not contractually binding;

      2. We will rely on the information that You provide and its accuracy. We will not verify that information;

      3. We may allocate appropriate staff to perform the Services and may replace any personnel named in the Services Agreement with personnel of similar skill;

      4. The Services do not include the provision of building or engineering advice.  Any comment made on the subject of building or engineering matters should be interpreted as only a personal view and not professional advice;

      5. If the Services or Your reliance on the Services depend upon laws, regulations or interpretations by the Courts or Government agencies, we are not responsible for any changes in those laws, regulations or interpretations (whether or not having retrospective effect) which occur after the date of our report or the termination of the Engagement and We are not required to notify You of such changes;

      6. Where the required Services are outside of our expertise, we may refer You to a third-party;

  5. Your Responsibilities

    1. You agree that the following shall apply in respect of the Quote / Estimate:

      1. The Call Grant team shall perform the services described in the Services Agreement (the “Services”).

      2. All prices are inclusive of GST unless otherwise stated.

    2. You shall provide Call Grant with all necessary information and access required in order to perform the Services.

  6. Fees, Disbursements and Payments

    1. We will charge You the agreed hourly rate of the person providing the Services or the contracted amount as stated in the Services Agreement (“Fees”), plus any associated costs unless stated otherwise.  However, Our charges are subject to change from time to time which We may publish to You on Our website or otherwise.

    2. We will direct any particular task to personnel with the appropriate level of expertise required and at the appropriate hourly rate as indicated in our Services Agreement, however We reserve the right to replace any personnel named in the Services Agreement with other personnel of similar skill;

    3. Unless otherwise agreed, our Fees are calculated based on:

      1. The time spent;

      2. The information You provide us for each Service Agreement;

      3. Our knowledge of Your affairs, capability, and Service delivery expectations;

      4. The assumption that the scoped Service will proceed with no complications;

      5. Receipt of timely and accurate information;

      6. There being no change in the nature and scope of the Service unless agreed with You; and

      7. The complexity, urgency and value of the Service and the degree of risk to Us.

    4. We may review the Fees in circumstances including:

      1. An unexpected delay occurs in the provision of Our Services due to events outside Our control, if for example You do not provide Us information and/or materials requested in a timely manner, or if the circumstances have changed since the commencement of Our Services; or

      2. There is a change in the nature and scope of the Services We agreed to provide to You; or

      3. If we are not required to provide all Services as agreed; or

      4. You do not accept the terms of the Contract within 30 days of same being provided to You.

    5. Our invoices are due for payment on issue of Our invoice.  You agree to pay all invoiced amounts even if there is a dispute between Us about that invoice or another invoice. Any unresolved fee dispute(s) will be addressed in accordance with clause 21 hereof Resolving Disputes.

    6. If payment is not received within 7 days of the date of the invoice, We reserve the right to suspend or terminate provision of the Services, in whole or part, or to retain or withhold any information we may hold in relation to the Services, or any work We have completed in terms of Our Services Agreement, and/or

      1. charge interest on the outstanding amount at a rate equivalent to the interest rate charged by the Inland Revenue Department on unpaid tax under the Tax Administration Act 1994 during the period for which the interest rate is payable PLUS 5% per annum on balances less than 180 days, and

      2. for balances overdue more than 180 days at a rate equivalent to the interest rate charged by the Inland Revenue Department on unpaid tax under the Tax Administration Act 1994 during the period for which the interest rate is payable PLUS 10% per annum.

      3. Any services estimate is given in good faith but not intended to be a quote as We cannot anticipate every event that may arise in the course of our Services Agreement and therefore Service estimates are not contractually binding.

      4. If We are required to provide information about You or the Services to comply with a statutory obligation, court order or other compulsory process, You agree to pay all of Our reasonable costs and expenses We incur in doing so.

      5. You agree to pay all of Our expenses and administration fees, including collection costs of engaging the services of a debt collection agency and/or all Our legal fees on a solicitor/client basis, and administration costs incurred in relation to any overdue amount added to Your account.

      6. Unless otherwise provided in this Agreement, these Terms remain in place after termination of Service until all outstanding amounts due to Us are paid.

    7. Where the nature of the Services is such that it is covered by the Construction Contracts Act 2002 (“CCA”) and Call Grant has issued a payment claim in accordance with the CCA, the provisions of the CCA shall apply.

    8. Any quote / Estimate will be valid for 30 days from the date of issue unless otherwise stated but Call Grant.

    9. Any unforeseen work or materials required to complete the Services may be charged for in addition to any amounts set out in the Quote, following consultation with you.

    10. In the event Call Grant supplies any goods or materials in relation to the Services (“Goods”), Call Grant retains ownership of such Goods until payment of the goods are made in full and all risk in the Goods shall pass to you on delivery (or deemed delivery).

    11. Where Call Grant has designed Goods or type of Services for you, then the copyright in those designs shall remain vested in Call Grant, unless otherwise agreed by Call Grant.

  7. Referral Fees

    1. On occasion Call Grant may refer you to one of its associates or business partners.  Call Grant may receive a confidential commission or referral fee.  Call Grant will ensure such a referral commission does not compromise our relationship with you.

  8. Limited Liability

    1. Call Grant will take all reasonable care when providing the Service. Except to the extent required by law, Call Grant will not be liable to you for any loss, damage or expense you may suffer or incur in connection with the provision of Services and in any case, the liability of Call Grant will be limited to the actual direct damages suffered by you and will under no circumstances exceed the price of the services actually paid by you to Call Grant. Call Grant shall not be liable to your indirect, consequential or special loss, or loss of profit, however arising, whether under contract, or otherwise.

    2. Neither Call Grant (nor its employees) shall be liable in any way to you or be deemed to be in breach of these Terms and Conditions if it fails to supply the Services as a result of anything outside of their reasonable control.

    3. Where You require Call Grant to contract the services of a subcontractor specified by You, You will accept responsibility for the work to be performed by such subcontractor. Call Grant will not be responsible or liable to You or to any other person for the work performed by, or for any act, omission, default or neglect of, such subcontractor. In the above circumstances, You will be responsible and liable for, and will indemnify Call Grant against and from, any liability which Call Grant may incur to any person and against all claims, demands, proceedings, damages, losses, costs and expenses made against, suffered or incurred by Call Grant, directly or indirectly as a result of or in connection with the work performed by any such subcontractor.

    4. Our liability will be reduced to take into account any contributory negligence on Your part pursuant to the Contributory Negligence Act 1947;

    5. In the event that more than one person caused or contributed towards Your loss, Our liability to You will be limited to the proportion of the loss that the Court would apportion to Us under section 17 of the Law Reform Act 1936, based on an assessment of Our degree of responsibility and the responsibility of the others who contributed to the loss (whether or not those other persons are able to meet any liability they may have);

    6. You agree that in no circumstances shall the maximum liability of Call Grant (including its Directors, Employees and Agents) to You for any loss whatsoever arising in connection with any Engagement exceed one times the fees paid by You to Call Grant for that engagement;

    7. The limit of liability set out above applies to all Client as defined in these Terms addressees as a group. It is up to You to agree how the limit is allocated between the individuals. You agree not to dispute the limit if You are unable to agree on how it will be allocated between You; and

    8. The Client agrees to indemnify Call Grant (its partners, associates, employees, contractors) and any other person who may be sought to be made liable in excess of the limit of liability described in clause 11.1(f) hereof in respect of any activity arising from or connected with these Terms in respect of any claim of whatever kind, including negligence, that may be made by any person and any costs and expenses that may be incurred by Us. 

    9. Where you are not a “Consumer” (as that term is defined in the Consumer Guarantees Act 1993) or where you are acquiring goods or services for the purpose of a business then:.

      1. The provisions of the Consumer Guarantees Act 1993 shall not apply;

      2. The only warranties, guarantees or undertakings we give you in relation to the Goods and/or Services (whether in relation to the quality, fitness for purpose or otherwise) are those which we expressly stipulate to you in writing.

    10. However, where you are a Consumer, and are not purchasing Goods or Services for the purpose of a business, then notwithstanding anything contained in these Terms and Conditions you shall have all of the rights conferred on Consumers by the Consumer Guarantees Act.

  9. Time Limit for Claims

    1. No legal proceedings may be commenced against Call Grant later than two years after the date on which You became aware or ought reasonably to have become aware of the act or omission on which the claim is based.

    2. In any event, no legal proceedings may be commenced against Call Grant more than four years after the date of the act or omission on which the claim is based.

    3. A failure by Call Grant to exercise any right under these Terms and Conditions is not a waiver of, or variation to, that right.

  10. Indemnity & Contract solely with Call Grant Limited

    1. We are engaged as an independent contractor. Neither of us is an agent or representative of or has the authority to bind the other. Neither of us will act or represent ourselves, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other. These terms and/or the Contract is not intended and will not be taken to constitute a partnership, agency, employment, joint venture or fiduciary relationship between the Parties.

    2. You agree that in relation to the Services and the Contract, the client relationship is solely with Call Grant. Accordingly, You agree not to bring a claim of any nature against any director personally, partner, employee, contractor or subcontractor of Call Grant.

  11. Confidentiality

    1. We will treat all information made available by You in connection with any Services Agreement, as strictly private and confidential.

    2. Both Parties will comply with all applicable provisions of the Privacy Act 2020.

    3. You permit Us to collect, use and retain information concerning You, for the purpose of assessing Your credit worthiness or to enforce any rights under these Terms.

    4. You permit Us to disclose information obtained to any person where We are required to do so by New Zealand Law.

    5. You authorise Us to request information from a third party on Your behalf provided such information is reasonably required by Us to perform the Services.

    6. Nothing in the Contract prevents Call Grant from providing services to other clients PROVIDED that we take reasonable steps to ensure that each client’s confidential information is not disclosed to other clients.

    7. This Contract is separate from other engagements that We may perform for You, or for other clients, and We have no obligation to utilise knowledge gained from such other engagements when performing the Services under this Contract.

    8. We are not aware of any conflict of interest which would affect our ability to provide Services to You.  We will advise You if we become aware of any actual or potential conflicts of interest.

  12. Circumstances outside each party’s control

    1. Neither Party will be liable to the other for any failure to fulfil obligations caused by circumstances outside its reasonable control PROVIDED that this term does not apply to the Client’s obligations to pay for the charges of Call Grant. 

  13. Assignment

    1. Neither Party may assign, transfer, charge or otherwise deal with its rights or obligations under the Contract without the prior written consent of the other Party, except that Call Grant may transfer its respective rights and obligations to a legal entity contracted to take over all or part of Call Grant’s business.

  14. Termination of Engagement 

    1. The Contract may be terminated by either party by written notice.

    2. You will pay Call Grant all of its outstanding charges for work done for You up to the date of termination.

    3. Where You terminate the Contract before we have completed the Services, You will pay any additional costs incurred by Us in connection with the early termination.

    4. The provisions of the Contract, whether expressly or by implication, are intended to survive its termination or expiry will survive and continue to bind both Parties.

  15. Resolving Disputes

    1. The Contract is governed by New Zealand law.

    2. Should any dispute arise, the Parties will attempt to resolve it in good faith by senior level negotiations (this may include mediation using the services of an agreed mediator).

    3. If the dispute is not resolved through negotiation or mediation, the New Zealand Courts will have exclusive jurisdiction, over all claims that may arise out of or in connection with the Contract.

  16. Employment

    1. During the term of this Contract or within 12 months of its termination or completion, neither Party will directly or indirectly solicit for employment any of the other Party's employees who have been providing Services or otherwise connected with this Contract without the other Party's prior written consent. 

  17. Changes to our Terms of Business

    1. We may change these Terms from time to time by notice to You in writing, which may be by email or publication on our website.

  18. Your Feedback

    1. We value Your feedback. We aim to obtain, either formally or informally, a regular assessment of Our performance, which may include any suggestions as to how Our service can be improved, changed, or exceeds expectations. If You wish to make a complaint, please contact Us.

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