Contractor terms and conditions

HALO Asset Protection Limited (HALO) combines smart software solutions and superior customer care with asset management and preventative maintenance services, to provide a comprehensive end-to-end kitchen care solution. HALO wishes to appoint Contractor to provide services as a contractor to HALO from time to time in connection with HALO’s clients in return for payment of the fees for those services and in accordance with these Terms and Conditions (the Terms) and the Contractor Services Proposal (defined below).

1. Interpretation

1.1 The following definitions and interpretation principles apply in this Agreement, unless the context otherwise requires:

(a) Agreement: the agreement between the parties as set out in the Contractor Service Proposal and these Terms.

(b) Contractor Services Proposal: the proposal entered into between HALO and the Contractor for the Contractor’s provision of Services.

(c) Software Application: the software application utilised by HALO from time to time to manage the provision of Services to HALO’s clients, as notified from HALO to the Contractor from time to time.

(d) Work Order: a work order sent by HALO to the Contractor (typically through the Software Application) to initiate a job with the Contractor for HALO’s clients.

(e) Clause and paragraph headings do not affect the interpretation of this Agreement.

(f) A reference to this Agreement or to any other agreement or document referred to in this Agreement is a reference to this Agreement or such other agreement or document as varied or novated (in each case, other than in breach of the provisions of this Agreement) from time to time.

(g) Unless the context otherwise requires, words in the singular include the plural and in the plural include the singular, and a reference to one gender includes a reference to the other genders.

(h) A reference to any party includes that party's personal representatives, successors and permitted assigns, and a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person's personal representatives, successors and permitted assigns.

(i) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and includes all subordinate legislation made from time to time under that statute or statutory provision.

(j) A reference to writing or written includes email.

(k) Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

(l) Any words following the terms including, include, in particular, for example or any similar expression will be construed as illustrative and will not limit the sense of the words, description, definition, phrase or term preceding those terms.

2. Appointment of Contractor

2.1 HALO hereby appoints Contractor to provide the services set out in the Contractor Services Proposal and those specified in a Work Order and such further services as are reasonably incidental to the specified services (Services), subject to the terms of this Agreement.

2.2 The Contractor undertakes to commit sufficient time and resources to meet the obligations set out in clause 2.1 in provision of the Services, but with regard to the Contractor’s commitments to other customers of the Contractor.

3. Nature of Contract

3.1 This Agreement replaces any expressed or implied contractual terms (including those implied by customer practice) that may have existed and bound the parties at the execution date of the Contractor Services Proposal.

3.2 HALO and the Contractor acknowledge that:

(a) This is a contract for services;

(b) The Contractor is an independent contractor; and

(c) Neither HALO nor the Contractor intend that the Contractor is an employee of HALO.

3.3 The Contractor will not be entitled to bind HALO in any way whatsoever (unless expressly authorised in writing by HALO beforehand), or to act in any manner other than as an independent contractor. The Contractor is not to hold itself out to be an agent, employee, representative or manager of HALO, unless this has been expressly authorised by HALO.

4. Term

4.1 This Agreement will come into force on execution of the Contractor Services Proposal and will remain in force until terminated in accordance with its terms.

5. Work Order

5.1 A Work Order will contain a description of the work requested, the name and address of HALO’s client, and required attendance timeframe.

5.2 If a Work Order requires urgent attendance or if there is any further information available that may assist the Contractor in the completion of the Work Order, then HALO may follow up a Work Order sent through the Software Application with a phone call to the Contractor to confirm receipt of the Work Order and provide extra information.

6. Contractor’s Duties

6.1 The Contractor warrants and acknowledges that it has the required qualifications, expertise, experience and licenses (if any) to properly provide the Services.

6.2 The Contractor will use all reasonable care, skill and diligence in the delivery of the Services.

6.3 The Contractor will:

(a) act with professional skill and manner and devote such time and attention as is required to provide the Services efficiently and professionally in accordance with agreed timetables set out in a Work Order. If the Contractor is unable to meet such timetable, the Contractor must contact HALO immediately and cooperate with HALO and HALO’s client to ensure a satisfactory resolution for the requested timeframe of a Work Order;

(b) provide prompt, efficient, courteous and professional service and support to HALO’s clients;

(c) promote and protect the name, reputation and interests of HALO and its services;

(d) on request, supply HALO promptly with additional information about the Services as well as any reports and progress updates that HALO may reasonably require;

(e) act in accordance with any direction from time to time given to the Contractor by HALO and with HALO’s reasonable directions governing the protection of the goodwill in HALO’s products and services;

(f) act in strict accordance with all relevant statutes, regulations and codes that are applicable to the Contractor’s provision of the Services, including:

(i) the Privacy Act 2020 and any relevant code;

(ii) the Human Rights Act 1993;

(iii) Health and Safety at Work Act 2015;

(g) disclose any matter it becomes aware of which may in any way affect, adversely or otherwise, the interest of HALO or the range of services and products offered by HALO;

(h) utilize the Software Application as directed and required by HALO;

(i) remedy any reasonable concerns notified by HALO to the satisfaction of HALO (at the Contractor’s own cost);

(j) immediately notify HALO if the Contractor may have a conflict of interest or where a conflict of interest may be reasonably foreseeable;

(k) use their own equipment and resources necessary to adequately provide the Services; and

(l) maintain all appropriate licences, permits or certificates necessary for the performance of the Services and will provide evidence of this to HALO upon request.

6.4 The Contractor will not engage in activity which derogates HALO, it’s products or business interests.

6.5 The Contractor must not directly invoice or solicit payment from HALO’s client for any Service performed. All such communications must be directed through HALO.

7. Indemnity from Contractor and Insurance

7.1 The Contractor agrees to indemnify HALO against all losses, claims, demands, costs and expenses incurred or suffered by HALO including all claims for liquidated damages by HALO’s client against HALO arising out of the provision of Services by the Contractor.

7.2 Where the Contractor breaches this Agreement, the Contractor will be liable to HALO for reasonably foreseeable damages, claims, liabilities, losses or expenses caused directly by the breach.

7.3 The Contractor agrees that any remedial work required as a result of the Contractor’s negligence in the provision of the Services, or as a result of the Contractor not performing the Services in accordance with the obligations set out in this Agreement, will be performed at the Contractor’s own expense.

7.4 During the term of this Agreement, the Contractor will ensure that it is adequately insured against any risks which may arise or be occasioned by the provision of the Service to be carried out and in particular, ensure that its insurance covers the above indemnity to HALO, its servants and agents. The Contractor must maintain such insurance with no exclusions for any matter for which HALO is indemnified under this Agreement with a reputable insurer that is reasonably satisfactory to HALO. The Contractor will provide HALO with a certificate of currency of the insurance policy on request.

7.5 Without prejudice to the Contractor’s obligation under clause 7.4, the Contractor will, at a minimum, maintain the insurance set out in the Contractor Services Proposal during the term of this Agreement.

8. Fees, commissions, charges and expenses

8.1 HALO will pay to the Contractor as full consideration for the performance by the Contractor of its duties under this Agreement a fee for the Services calculated at the rate set out in the Contractor Services Proposal.

8.2 The Contractor must invoice HALO within three (3) days of the completion of the relevant Work Order, or in other cases on a monthly basis within three (3) days of the end of a month, for work completed by the Contractor. HALO will pay the Contractor by the 20th day of the month following the month in which HALO received the Contractor’s invoice.

8.3 HALO may at any time and at its option set off any liability of the Contractor to HALO (including any amounts due under clause 7 above) against any liability of HALO to the Contractor, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement. Any exercise by HALO of its rights under this clause will not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

8.4 The Contractor will be responsible for its own tax liabilities, including income tax, GST and all other taxation liabilities, and for all ACC or alternative work insurance payments relating to the Contractor.

9. Intellectual Property

9.1 Anything the Contractor invents, develops, creates or makes in connection with this Agreement and/or provision of the Services (Intellectual Property) is the intellectual property of HALO. HALO must be told about it immediately and Contractor agrees to take any necessary steps to transfer ownership to HALO if ownership has not already automatically vested in HALO. This includes but is not limited to trade marks, patentable inventions, designs and copyright works, including written material, drawings, film and sound recordings.

9.2 The Contractor hereby assigns to HALO all its rights, title and interest in all the Intellectual Property, including all rights in any such Intellectual Property created in the future, to the intent that on completion of any work in which Intellectual Property resides such Intellectual Property vests in HALO.

9.3 In so far as this Agreement is not effective in any particular jurisdiction, Contractor covenants that he, she or it will, if required by HALO, execute any further agreement, assignment or any other document required to give effect to the intent of this clause 9 in respect of that jurisdiction.

10. Confidentiality, Restraint of Trade and Non-solicitation

10.1 The Contractor will not at any time, either during the term of this Agreement, or after termination thereof (except with HALO’s written permission) divulge either directly or indirectly to any firm or person or subsequent employer or other person with whom they are working as a contractor, any information of any kind supplied to or received by the Contractor from HALO, whether directly or indirectly, pertaining to HALO's business including client information, all data and know-how, whether technical or not, trade secrets, commercially sensitive information and any other information relating to HALO’s business, customers, products, copyright, trademarks, service-marks, processes, operations and related affairs and including any goods, or other property supplied by HALO to the Contractor pursuant to the terms of this Agreement (Confidential Information).

10.2 Notwithstanding clause

10.1, the Contractor may disclose any Confidential Information:

(a) with HALO’s written consent;

(b) to any member of its personnel on a ‘need to know’ basis only, and must ensure that the member is aware of and complies with, the provision of clause 10.1;

(c) if and to the extent disclosure is required by law; and

(d) the Confidential Information is rightfully received by the Contractor from a third party without restriction and without breach of any obligation of confidentiality.

10.3 The Contractor agrees that, for a period of six (6) months following the termination of this Agreement without the prior written consent of HALO, the Contractor will not:

(a) directly or indirectly induce or solicit or endeavour to induce or solicit, any client or customer of HALO, to cease doing business with HALO or to reduce the amount of business which the person or entity would normally do with HALO;

(b) directly or indirectly solicit business from any client or customer of HALO;

(c) directly or indirectly induce or solicit or endeavour to induce or solicit any person who or entity which was at any time within the 12 month period prior to the termination of this Agreement, a director, employee, manager, consultant, agent, representative, associate, contractor or advisor to HALO, to terminate his, her or its employment or relationship with HALO, whether or not that person would commit a breach of that person’s contract or employment agreement; or

(d) make use of the Confidential Information including names, addresses and other contact information acquired during the course of going about HALO’s business, or dealing with HALO’s clients for the Contractor’s own benefit or for the benefit of any other person to the detriment of HALO.

10.4 The obligations of the Contractor under this clause 10 will continue and be binding on Contractor and be enforceable by HALO, notwithstanding any termination of this Agreement.

11. Non-disparaging Comments

11.1 The Contractor acknowledges and agrees that it will not make any disparaging or defamatory comments about HALO, its directors, employees or contractors, or customers, clients, suppliers or business partners, etc., to any third party in any forum (including but not limited to social media).

12. Statements / Advertisements

12.1 The Contractor must first obtain HALO’s permission before making any statements to the media concerning the Services or the Contractor’s obligations under this Agreement.

13. Declaration

13.1 The Contractor acknowledges that it had a reasonable opportunity to seek independent advice regarding this Agreement. The Contractor specifically acknowledges that the relationship with HALO is one of principal and contractor, and that it has no entitlements under the Employment Relations Act 2000, Holidays Act 2003 and/or other enactments that apply in employment relationships.

14. Termination

14.1 Without prejudice to any rights that have accrued under this Agreement or any of its rights or remedies, either party may at any time terminate this Agreement with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any material term of this Agreement and (if such breach is remediable) fails to remedy that breach within a period of 7 days after being notified in writing to do so;

(b) the other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or

(c) a receiver or liquidator is appointed of the other party or its property or if the other party becomes insolvent or unable to pay its debts in the ordinary course of business or if a final judgment or order is issued against the other party under any law relating to bankruptcy or insolvency or if the other party is wound up or liquidated or dissolved whether voluntarily or otherwise.

14.2 For the purposes of clause 14.1(a), material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the terminating party would otherwise derive from a substantial portion of this Agreement during the term of this Agreement. In deciding whether any breach is material no regard may be had to whether it occurs by some accident, mishap, mistake or misunderstanding.

14.3 Either party may terminate this Agreement without cause, by giving the other party two (2) months’ notice in writing.

14.4 Upon termination all rights of the Contractor granted by this Agreement will terminate and the Contractor must return to HALO:

(a) (without retaining copies of them) all Confidential Information, material, unused stationery, invoices, notes, data, instructions and other papers, samples, materials and property supplied by HALO or HALO’s client to the Contractor under this Agreement;

(b) all products, equipment or tools of trade which have been loaned to the Contractor by HALO.

15. Assignment and Subcontracting

15.1 This Agreement will be personal to the Contractor and the Contractor may not in whole or in part assign any of its rights or obligations hereunder without the prior written consent of HALO.

15.2 The Contractor must not subcontract the performance of the Services to any other person without HALO’s prior written consent. HALO will not unreasonably withhold consent.

16. Entire Agreement

16.1 This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings of the parties in connection therewith.

17. No partnership or agency

17.1 Nothing in this Agreement is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.

17.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.

18. Governing law

18.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) will be governed by and construed in accordance with the law of New Zealand.