Terms and conditions

HALO Asset Protection Limited (HALO, we or us) agrees to supply the Services to you, the Customer, in return for payment of the price for those Services and according to these Terms and Conditions (the Terms) and our Privacy Policy (available here: https://haloprotection.co.nz/privacy-policy Acceptance of delivery or receipt of any Services will (notwithstanding any statement to the contrary by you or your employees or agents) constitute acceptance of these Terms and our Privacy Policy. If there is more than one of you, your liability is joint and several.

1. Services

1.1 We agree to provide to you the Services set out in the Proposal, as further detailed in the Appendix corresponding to such Services.

1.2 We do not automatically accept customer generated orders for any Services. All such orders submitted by you will be subject to acceptance by us (in our absolute discretion) by confirming acceptance in writing, including through a Proposal, and will not become binding on us until such acceptance.

1.3 If you are a new client of HALO, we may require you to undertake an onboarding process as further detailed in the Appendix corresponding to the onboarding process.

1.4 You agree to use such software or software application that we inform you of from time to time to manage the provision of our Services to you.

1.5 Where a repair to an asset covered by the Services is required and the asset is still within a warranty period, you agree to and hereby do appoint us to act as your agent in working with suppliers, manufacturers and nominated repairers to repair such asset.

1.6 Except to the extent specified to the contrary in the Proposal, we will not be obliged to provide other services unless agreed in advance in writing.

2. HALO Contractors

2.1 In order to prevent deficiencies in service quality and service history, during the term of our agreement to provide the Services to you, you:

(a) agree that we will be your sole and exclusive provider of preventative maintenance and repair services (including any repair covered by warranty); and

(b) may not engage directly with any contractor (including a HALO Contractor) to undertake any preventative maintenance or repair service (including any repair covered by warranty),

for any of the assets which are covered by the Services, unless we, at our sole discretion, waive the requirements under this clause 2.1 in writing. For the avoidance of doubt, you must direct all communications (including invoices and payments) for any preventative maintenance or repair service (including any repair covered by warranty) for any of the assets which are covered by the Services to us.

2.2 The requirements of clause 2.1 above will not apply to preventative maintenance services for assets that are covered by the HALO Cover plan only.

2.3 We reserve the right, at any time, to use our own third-party service contractors (technicians) and subcontractors (HALO Contractors) to provide the entirety or part of the Services. You may recommend a service contractor to become an approved HALO Contractor, which may be granted or denied at HALO’s sole discretion.

3. Price and Payment

3.1 All prices exclude GST, any other applicable taxes and duties, third party payments and travel and related expenses. You agree to pay these items (as applicable) in addition to the price, whenever they are imposed and these will be included in our invoice to you as a disbursement when the expense is incurred.

3.2 We will invoice for the Fees (as set out in the Proposal) on a monthly basis, on completion of any one-off service or when we incur a significant expense. Each invoice will:

(a) be in the form of a valid tax invoice; and

(b) describe in reasonable detail the Services covered by the invoice.

3.3 We must promptly provide such information as you reasonably request relating to any amount invoiced by us.

3.4 You must pay the amount payable in respect of each invoice issued under clause 3.2 by the 20th of the month following the date of the invoice.

3.5 You must not withhold payment or make any deductions of any nature whether by way of set off (legal, equitable or otherwise), counterclaim or otherwise from any amount you owe us. Any default in payment will make all money payable by you to us immediately due and we may withhold delivery of reports or provision of Services until you provide payment of all money payable by you to us.

3.6 We will charge you for work which falls outside the scope of the agreed Services on an hourly rate basis. We will advise you as soon as reasonably practicable if it becomes necessary for us to provide services outside the agreed scope and, if requested, give you an estimate of the likely amount of the further costs. Where our fees are calculated on an hourly basis, the hourly rates are set out in the Proposal. Time spent is recorded in 15 minute units, with time rounded up to the next unit of 15 minutes.

3.7 Although you may expect to be reimbursed by a third party for our Fees and expenses, and although we may, at your request, agree to direct invoices to a third party, nevertheless you remain responsible for payment to HALO if the third party fails to pay HALO.

4. Intellectual Property

4.1 You acknowledge and agree that, as between the parties, we and/or our licensors own all intellectual property rights in any Services we develop and/or supply to you and in all other materials connected with the provision of the Services and/or developed or produced in connection with these Terms by us, and our officers, employees, sub-contractors or agents. Except as expressly stated in these Terms, these Terms do not grant you any rights to such intellectual property rights.

4.2 Nothing in these Terms affects either party's rights in pre-existing intellectual property rights (including pre-existing intellectual property rights of either party contained in or relating to Confidential Information).

4.3 You grant us a revocable, sub-licensable, non-transferable, non-exclusive, royalty-free, worldwide limited licence for the term of your engagement of us to use, exploit, copy, reproduce, manufacture, sub-license, modify, improve, enhance and make derivative works of any intellectual property that is subject to your intellectual property rights to the extent necessary to enable us to comply with our obligations under these Terms and to improve our products and services.

4.4 In these Terms intellectual property rights includes without limitation patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of and rights to claim priority from such rights, and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

5. Use of information

5.1 You agree that we may collect information for the purpose of assessing your application for credit, including checking your present and continued credit worthiness, if necessary, collecting any outstanding debt from you, direct marketing activities and improving our services (the purposes set out above). You consent to us disclosing the information, as well as any default in payment by you, to any credit or debt collection agency, and to any person/agency we appoint to collect any outstanding debt from you, if necessary, for the purposes set out above.

5.2 If information is provided to any credit or debt collection agency, they will hold that information on their systems and use it to provide their credit reporting service, including updating its credit reporting database and providing that information to other customers they have and you consent to that use and disclosure. We may request, and any person or organization (including any credit or debt collection agencies) may provide, information about you to us, both now and in the future, for the purposes set out above and you consent to us seeking that information in the course of our business and disclosure of that information to us.

5.3 If you are an individual, you have the right under the Privacy Act 2020 to see and correct any personal information held by us or any agency about you.

5.4 You must notify us of any change in circumstances that may affect the accuracy of the information you provided to us. Your failure to provide the personal information sought, may result in us refusing to supply services to you.

6. Exclusion of Warranties

6.1 If you are in trade and are acquiring the Services for business purposes, the guarantees under the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply.

6.2 Unless you have rights under the Consumer Guarantees Act 1993 or other legislation, which cannot be excluded or limited, there are no warranties express or implied. This disclaimer includes implied warranties as to merchantability and fitness for a particular purpose.

7. Limitation of Liability

7.1 We and our employees and agents will not be liable to you for any claim for breach of Contract (except as provided in clause 7.2 below) or statute or breach of duty in Tort (including negligence) or for any claim in Equity or otherwise at law.

7.2 Your sole remedy against us will be limited to breach of contract and the extent of any such liability will be limited, at our option, to supplying the Services again; or payment of the cost of having the Services supplied again. We will not, in any case, be liable for any other losses or damages whether general, exemplary, punitive, direct, indirect or consequential, including loss of business profits.

7.3 We are not liable to you in respect of any damage or loss arising from your use of any goods (including software such as that referred to in clause 1.4) or services provided by any third party in respect of the Services. You will contract directly with each such contractor or other third party and may be entitled to make a claim against them in respect of defective goods or services supplied by them.

7.4 Our maximum aggregate liability to you under or in connection with these Terms, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not exceed an amount equal to the Fees paid by you under these Terms in the previous 6 months.

7.5 No action may be brought against us unless notice of such claim is given to us within one week of provision of the relevant Services or the report on the Services in that month (whichever is the later). We will be released from all or any liability unless proceedings are brought in a Court of competent jurisdiction within one year of the date of delivery of the provision of the Services.

7.6 To the extent that we provide any advice, you agree that our advice is opinion only and based on facts known to us at the time and on our professional judgment. You assume sole responsibility for conclusions drawn from using our advice. We are not liable for any damage caused by errors or omissions in any information or instruction provided to us by you in connection with the Services, or any actions taken by us at your direction.

8. Force Majeure

8.1 Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure (which are events beyond the reasonable control of the affected party), provided that the affected party;

(a) immediately notifies the other party and provides full information about the Force Majeure;

(b) uses best efforts to overcome the Force Majeure; and

(c) continues to perform its obligations to the extent practicable.

8.2 Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms.

9. Default

9.1 If you do not pay any monies owed to us (the unpaid monies) within 10 days of the due date, we may charge penalty interest at a rate of 4% above our main trading bank’s 90-day bank bill buy rate as at the close of business on the date payment became due until payment in full is made (including after as well as before any Court judgment).

9.2 You indemnify us for and pay, on demand, all costs incurred by us (including legal costs on a solicitor-client basis and debt collection costs) in the recovery or attempted recovery of unpaid moneys and/or the enforcement of these Terms.

10. Termination

10.1 Either party may terminate our agreement to provide Services to you under a Proposal at any time, without cause, by not less than three (3) months’ prior notice in writing. If a party terminates our agreement to provide Services to you under a Proposal, you must pay us all Fees due and all expenses incurred by us.

10.2 If you terminate our agreement to provide Services to you under a Proposal during the Initial Term as set out in such Proposal, you must pay an early termination fee for an amount equal to the sum of the onboarding process Fess (if applicable) and 100% of the total monthly Fees relating to the unexpired portion of the Initial Term (in addition to any other amounts payable under these Terms).

11. Confidentiality

11.1 Except as permitted under these Terms, neither party will disclose any information which the other party might reasonably expect to be confidential in nature (the Confidential Information) to any person or use the Confidential Information for any purpose other than to perform the Services.

11.2 You authorise us to disclose, in the normal course of performing the Services, such Confidential Information to third parties for the purpose of providing the Services, PROVIDED THAT, we take reasonable efforts to ensure that such third party are aware of and comply with the provision of clause 11.1.

11.3 Notwithstanding clause 11.1, a party may disclose any Confidential Information:

(a) with the other party’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 11.1;

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

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

12. Dispute Resolution

12.1 Before taking any Court action, a party must use best efforts to resolve any dispute under, or in connection with, the provision of the Services through good faith negotiations.

12.2 If there is a dispute between the parties in relation to the provision of the Services, either party may give the other party notice of the dispute.

12.3 Within 10 business days of receipt of the notice of dispute, the parties must meet to endeavour to resolve the dispute.

12.4 If the dispute is not resolved within 20 business days of receipt of the notice of the dispute, either party may by notice to the other party refer the dispute to mediation, which will take place in Christchurch with each party paying half of the cost of the mediation.

12.5 While any dispute remains unresolved, each party will continue to perform its obligations under these Terms to the extent practicable, but without prejudice to their respective rights and remedies.

13. Notices

13.1 Each notice under these Terms must be in writing and delivered personally or sent by post or email to the person indicated in the Proposal. A notice is deemed to be received:

(a) if delivered personally, when delivered;

(b) if posted, five business days after posting; or

(c) if sent by email, when actually received.

14. General Provisions

14.1 These Terms apply to all transactions where we supply Services to you. If there is any inconsistency between these Terms and any other document submitted by you or any other arrangement with us, these Terms prevail unless otherwise agreed by us in writing.

14.2 To waive a right under these Terms, that waiver must be in writing and signed by the waiving party.

14.3 The parties are independent contractors, and these Terms do not create any partnership, agency or employment relationship between them.

14.4 If any provision of these Terms is held by any court to be illegal, void or unenforceable, such determination will not impair the enforceability of the remaining provisions.

14.5 These Terms are governed by, and will be construed in accordance with, the laws of New Zealand. Both parties submit to the exclusive jurisdiction of the New Zealand Courts.

14.6 We may review and change these Terms at any time and from time to time. Any such change will take effect from the date on which we notify you of the change. You consent to such future changes being made by updates on our website, and agree that such update will constitute agreement by you to the amended terms.