Legal

Terms & Conditions

These terms govern the supply of recruitment and labour hire services by RJS Recruitment Limited.

1. Definitions

If applicable, capitalised terms have the meaning given to them in this Agreement. In addition, the following definitions apply in this Agreement:

1.2‘Contractor,’ ‘we’, or ‘us’ means RJS Recruitment Limited trading as RJS Recruitment (our successors and assigns) or any person acting with the authority of RJS Recruitment Limited.
1.3‘Client’, ‘you’, or ‘your’ means the Client requesting us to provide the Services (including instructions or queries via phone or email) as specified on any invoice or document. If there is more than one person requesting the Services, Client is a reference to both parties jointly and severally (including authorised representatives).
1.4‘Services’ means all Services provided to you at your request (including the provision of any work placement or Documentation) under this Agreement.
1.5‘Documentation’ means any documents, reports or other materials we created for work placement or utilised incidentally while providing the Services.
1.6‘Fee’ means the Fee payable for the Services as agreed between you and us (in accordance with clause 5 of this Agreement).
1.7‘Agreement’ means these terms and conditions, as may be amended from time to time (including our privacy policy and any schedules as applicable).
1.8‘GST’ means the Goods and Services Tax under Part 2, section 8(1) of the Goods and Services Tax Act 1985.
1.9‘Amounts Owing’ means any amount you owe to us, from time to time, including the Fee, any interest payable, any of your liability under this Agreement and any enforcement expenses we incur in seeking payment of any Amounts Owing.
1.10‘Business Day’ means Monday to Friday, excluding public holidays in New Zealand.
1.11‘Confidential Information’ means all information that could be reasonably regarded in the circumstances as confidential, including information that relates to the business, interests or affairs of a party, this Agreement, the Services (as applicable), and intellectual property rights, but excludes information which is: (a) in the public domain, other than as a result of a breach of this Agreement; (b) in the possession of a party prior to the commencement of this Agreement without any obligation of confidentiality; and (c) is independently developed or acquired by a party prior to the commencement of this Agreement without relying on information that would itself be Confidential Information.
1.12‘Event of Default’ means failing to comply with this Agreement (including your obligations in clause 5).
1.13‘Insolvency Event’ means an event of insolvency or bankruptcy, including: (a) the appointment of an insolvency administrator, manager, receiver or liquidator; (b) any action related to winding up or making a material arrangement in relation to creditors; (c) applying for any type of protection against creditors; (d) being unable to pay your debts as they fall due; or (e) taking or suffering any similar or analogous action in any jurisdiction as a consequence of debt.
1.14‘Personnel’ means directors, officers, employees, agents and contractors.
1.15‘CCLA’ means the Contract and Commercial Law Act 2017.
1.16‘PPSA’ means the Personal Property Securities Act 1999.
1.17‘Security Agreement’ and ‘Security Interest’ have the meanings given to them in Part 2, sections 16 and 17 of the PPSA.
1.18‘Regulator’ means any authority, commission, government department, court, tribunal, or similar having regulatory or supervisory authority over the parties or Services.
1.19‘Related Company’ has the meaning given to it in Part 1, section 2(3) of the Companies Act 1993.

2. Interpretation

In this Agreement, unless the context otherwise requires:

2.1(a)headings are for convenience only and do not affect interpretation;
2.1(b)a reference to legislation includes all regulations, orders, instruments, codes, guidelines or determinations issued under that legislation or any modification, consolidation, amendment, re-enactment, replacement or codification of it;
2.1(c)a reference to ‘in writing’ includes by email;
2.1(d)the words ‘include’ or ‘including’ or similar expressions are to be construed without limitation;
2.1(e)a reference to a party shall include that party’s successors, permitted assigns and substitutes; and
2.1(f)a word importing the singular includes the plural and vice versa.

3. Acceptance

3.1All work placements are subject to our acceptance. We may (at our sole discretion) accept any order in whole or part by issuing an invoice for the applicable Services, delivering the Services or otherwise confirming the order in writing.
3.2You acknowledge and accept that: (a) the supply of the Services on credit may not take effect until you have completed a credit application with us and it has been approved, with a credit limit established for the account; (b) if the supply of Services requested exceeds your credit limit or the account exceeds the payment terms, we reserve the right to refuse further delivery; (c) this Agreement may only be amended with our written consent and shall supersede any other document or agreement between both parties; and (d) where necessary, this Agreement will be modified or amended to the extent required to comply with any applicable legislation.
3.3If you place an order for or accept any Services from us, you are taken to accept this Agreement and are bound jointly and severally (including if you are part of a trust, in which case you shall be bound in your capacity as a trustee). You do not need to sign any formal documentation to indicate your acceptance. It will be assumed from you continuing to order any Services.
3.4Your acceptance of this Agreement shall continue to all future orders, purchases, or schedules (as applicable). This Agreement will be or is deemed to be incorporated into and form part of each order, purchase, or schedule as if it were set out or implied therein in full.
3.5Both parties shall accept electronic signatures (including acceptance by a receiving mail server), provided they have complied with sections in Part 4, subpart 3, and all other relevant sections in Part 4 of the CCLA.
3.6Any instructions we receive from you (either oral or in writing) for the provision of the Services shall be binding under this Agreement.
3.7This Agreement may only be amended with our written consent and shall supersede any other document or agreement between the parties.

4. Changes to Details

4.1You agree that you will give us (addressed to the financial controller or equivalent) not less than fourteen (14) days prior written notice of any proposed change to your name and any other changes to your details (including but not limited to changes to the ownership of the company, address, email, contact phone or business structure).
4.2Should you fail to comply with clause 4.1, you agree that you will be in breach of this Agreement and shall be liable for any expense or loss of profit we suffer (including any Related Company).

5. Fee and Payment

5.1You will pay us the Fee set out in the documents we provide you under this Agreement (plus any GST).
5.2Any direct out-of-pocket expenses are charged as incurred. If any Services beyond the Services' scope are required, we will provide pricing before commencing any Services.
5.3Unless we agree otherwise in writing, the Fee shall be: (a) indicated in the invoices provided to you in respect of the Services; or (b) our quoted Fee, which will be binding, is subject to your acceptance of our quotation in writing within thirty (30) days.
5.4If the Fee is not set out in quotations or other documentation, the Fee for the relevant Services will be at our standard rate or at a rate notified to you.
5.5You agree to pay the Fee by the due date we determine and advise to you (at our sole discretion), which may be: (a) invoiced weekly at the agreed hourly rate; (b) seven (7) days following the date of any invoice we give you, if there is no notice to the contrary; or (c) if you pay by approved Direct Debit, payment shall be made within fourteen (14) days of the invoice date.
5.6You agree that the following are additional costs: (a) any out-of-scope or additional Services, training or support (which shall be charged at our regular hourly rate); (b) if you fail to provide the required paperwork or documents within the required timeframes, or if we need to retrieve or obtain documents from a third-party source, such as a bank or government agency, additional document retrieval Fees may be charged for the administrative Services required to acquire the documents.
5.7Payment may be made by online banking or any other method we agree to in writing. You agree that payment in any form other than cash shall not be taken to be payment for the Amounts Owing, and all ownership rights of the Services remain with us until that form of payment has been cleared and received (in accordance with clause 15).
5.8You shall not withhold payment of any Amounts Owing because part of the Services are disputed, and if part of the Services is disputed, you agree that you will: (a) perform all of your obligations to us under this Agreement and pay in full any Amounts Owing except for the amount that is in dispute; and (b) provide a specific and detailed explanation of the dispute in writing within seven (7) days from the provision of our Services.
5.9If an Insolvency Event occurs, all Amounts Owing will (whether or not due for payment) immediately become due and payable.

6. Guarantee of Casual Staff

6.1We will not charge for any casual worker whom you deem unsuitable within the first four (4) hours of their assignment, provided that you notify us within that timeframe (time being of the essence) and permit us to advise the worker accordingly. Where practicable, we will replace the unsatisfactory worker as soon as reasonably possible.
6.2If we are not notified within that period, or if the worker continues beyond four (4) hours, you shall be charged for either four hours or the actual hours worked (whichever is greater).

7. Casual Staff Payment

7.1All casual workers supplied by us are to be paid directly by us. We are responsible for paying all wages, annual leave, public holiday pay, KiwiSaver, accident insurance, taxation obligations, and ACC levies for our casual workers.
7.2You must verify each casual worker's hours by submitting an approved timesheet (whether electronically or manually) each week. Each timesheet must accurately record the hours worked, and any rest and meal breaks taken, and will constitute your acceptance to pay for those hours in full. If you fail to provide a timesheet, and we undertake this responsibility, you acknowledge and agree that the timesheet prepared by us does not require your signature or verification to be valid. The timesheet will be deemed accepted by you, and the recorded hours will be legally owed under this Agreement, unless you notify us in writing of any disputed hours within seven (7) days of receiving the timesheet from us.
7.3Rest breaks form part of the time charged to you at the agreed hourly rate plus GST.
7.4If you require a casual worker to work on a public holiday, you shall pay us for those hours at a minimum rate of time and a half of the pre-agreed hourly rate.
7.5Whenever you wish a casual worker to work hours over and above the specified or usual hours of work, you must give reasonable notice to both the casual worker and us. We will confirm acceptance of such hours directly with the worker.
7.6There is a minimum charge of four (4) hours per day for each casual worker assignment. Where a worker works less than this minimum, the four (4) hour charge will still apply.

8. Transfer of Casual Staff and Non-Solicitation

8.1All casual workers supplied under this Agreement are, and shall remain, employed by us. If you employ, engage, or otherwise utilise directly any casual worker provided by us during the term of this Agreement or within three (3) months from the commencement of that worker’s assignment, you agree to pay a placement Fee (plus GST) calculated as a percentage of the worker’s expected annual earnings, as follows: (a) where the worker has been on assignment for less than six (6) consecutive weeks: fifteen percent (15%); (b) where the worker has been on assignment for six (6) to twelve (12) consecutive weeks: ten percent (10%); (c) where the worker has been on assignment for twelve (12) or more consecutive weeks: five percent (5%).
8.2You expressly consent to the application of the placement set out in clause 8.1 prior to the appointment of any such worker. This Fee applies whether the worker is engaged directly by you, through another labour-hire provider, or through any third party.
8.3During the term of this Agreement and for a reasonable period following its termination, you must not: (a) solicit, induce, encourage, or attempt to persuade any of our employees, contractors, or consultants to terminate their employment or engagement with us; or (b) employ, engage, or otherwise utilise the services of any of our current employees, contractors, or consultants, except through us.
8.4Where a casual worker transfers to your permanent employment after twelve (12) or more consecutive weeks on assignment, a minimum of four hundred (400) hours must first have been invoiced to you by us within the twelve (12) week assignment period.
8.5No casual worker shall transfer to your employment unless your account has been paid in full (in accordance with clause 5).
8.6No guarantee, refund, or reimbursement of any Fee or charge shall be made by us where a transferred casual worker’s employment subsequently ends for any reason.
8.7You agree that the restraints in this clause 8 are fair and reasonable and are necessary to protect our legitimate business interests and goodwill.

9. Errors and Omissions

9.1You agree that we have no liability in respect of any errors or omissions: (a) resulting from an inadvertent mistake we make in the formation or administration of this Agreement; or (b) contained in any documents supplied to you regarding the Services.
9.2If such an error or omission occurs and it is not attributable to our negligence or wilful misconduct, then all obligations or rights under or in connection with this Agreement shall continue in full force and effect.
9.3We will inform you of any matters that come to our attention in the course of performing the Services which cause us to believe or suspect that errors or misstatements, illegal acts or other irregularities exist, either in relation to the entity or the financial information that is the subject of the engagement.

10. Privacy

10.1You authorise us, and any of our authorised agents, to collect, use, retain, and disclose ‘personal information’ (as defined in Part 1, Section 7 of the Privacy Act 2020) relating to you and your personnel, which you or they have provided to us, for the purposes set out below: (a) exercising our rights or performing our obligations under this Agreement; (b) using the services of credit reporting and debt collection agencies, and you consent to us disclosing personal information (including any information about an Event of Default or repayment history) to a credit reporter, who may hold that information and use it to provide its credit reporting services; (c) monitoring your credit file with credit reporting agencies; (d) registering any Security Interest under this Agreement; (e) direct marketing purposes (including by email and other electronic means), unless you notify us that you do not wish to receive direct marketing; and (f) the use or transfer of personal information to a Related Company in connection with the performance of our obligations or exercise of our rights under this Agreement.
10.2You (if you are an individual) have the right under information privacy principles 6 and 7, and under the provisions of Part 4, subpart 1 and Part 4, subpart 2 of the Privacy Act 2020 (as amended by the Privacy Amendment Act 2025 (PAA 2025)), to access and to request correction of any personal information that we hold about you.
10.3If you provide us with any personal information about a third party (including any member of your Personnel), you confirm and warrant that you are authorised to do so by the relevant individual and that you have informed the individual that: (a) their personal information may be collected by us indirectly, in accordance with the information privacy principles of the Privacy Act 2020 (as amended by the PAA 2025); and (b) they have the right to contact us to access, and, if applicable, request the correction of, any personal information we hold about them.
10.4If the Services are expected to involve sharing any data sets or other personal information, we will enter into a separate data protection agreement with you.
10.5If you do not provide the requested personal information, we may be unable to perform our obligations under this Agreement.

11. Confidential Information and Intellectual Property

11.1Each party must keep confidential all Confidential Information, however, nothing in clause 11 prevents a party from disclosing Confidential Information: (a) in the circumstances expressly provided for in this Agreement; (b) if the disclosure is required by law or Regulator (but only to the extent necessary); or (c) if the disclosure is reasonably required to enable a party to perform its obligations or enforce its rights under this Agreement.
11.2We may disclose Confidential Information to a Related Company and their Personnel on a ‘need to know’ basis, provided that person is under a duty to keep the Confidential Information confidential in accordance with this Agreement.
11.3Copyright in all Services (including any Documentation) provided under this Agreement is vested in us, including any new intellectual property created as a result of or in connection with the provision of our Services.
11.4If, notwithstanding clause 11.3, any intellectual property rights in any of our Services vests in you, you assign those intellectual property rights to us with effect from creation and agree to do all things reasonably required to give effect to such assignment.
11.5You warrant that our use of any Documentation, software, spreadsheets, databases, other electronic tools or instructions you provide to us will not cause us to infringe any intellectual property, patent, copyright or trademark in the execution of the Services, and you agree to indemnify us against any expenses or losses (including full legal expenses on a solicitor-client basis) that we may suffer or incur on the event of any such infringement.
11.6Both parties agree to treat all information and ideas communicated to the other confidentially and agree not to divulge them to any third party without the other party's written consent. The parties will not copy any such information supplied and will either return it or destroy it (together with any copies thereof) on request of the other party.

12. Consumer Guarantees Act 1993 and Fair Trading Act 1986

12.1Subject to clause 12.2, nothing in this Agreement will affect any rights you may have as a ‘consumer’ (as defined under the Consumer Guarantees Act 1993 (CGA)) under the CGA.
12.2For the purposes of section 2 and Part 5, section 43(2) of the CGA, the parties acknowledge and agree that, if you are acquiring, or hold yourself out as acquiring, the Services in trade: (a) to the extent permitted by law, you are contracting out of the CGA (to the extent that the CGA would otherwise apply to any matters covered by this Agreement); and (b) it is fair and reasonable for the parties to be bound by clause 12.2.
12.3For the purposes of section 5D of the Fair Trading Act 1986 (FTA), the parties acknowledge and agree that if you are acquiring, or hold yourself out as acquiring, the Services in trade: (a) to the extent permitted by law, you are contracting out of sections 9, 12A and 13 of the FTA; and (b) it is fair and reasonable for the parties to be bound by clause 12.3.
12.4You will indemnify us against any expenses or losses we incur due to your breach of clause 12.

13. Cancellation of Services

13.1Either party may cancel the Services provided under this Agreement if: (a) any provision of this Agreement authorises cancellation in the circumstances; (b) either party have a right to cancel this Agreement under Part 2, subpart 3 of the CCLA (or any other statute); or (c) either party have permanently abandoned the Services before completion or has become incapable of complying with the obligations under this Agreement.
13.2If either party cancels this Agreement, the cancellation shall take effect on the service of a notice on the other party (in accordance with clause 23.7) advising of the cancellation and the reason for the cancellation.
13.3If you cancel this Agreement, you agree that we are entitled to: (a) charge for any reasonable loss of profit; and (b) forfeit your deposit or any amount paid in advance and apply it to any Amounts Owing without prejudice to our other rights and remedies.
13.4If either party exercises the right to cancel this Agreement: (a) you agree to pay for the Services performed up to the date of cancellation. If the Amounts Owing for any Services are not apparent, they shall be calculated as if the relevant Services were provided as a variation; and (b) we shall provide you with possession of any Documentation related to the Services (subject to all Amounts Owing being paid in full).
13.5We shall be entitled to cancel all or part of any order which remains unperformed, and all Amounts Owing shall become immediately due if: (a) any Amounts Owing become overdue, or in our opinion, you will be unable to meet your payments as they fall due; or (b) an Insolvency Event occurs, and you become insolvent or bankrupt, convene a meeting with your creditors, or a liquidator or similar person is appointed.
13.6If we commit any of the following acts of default and we have not remedied the default within twenty (20) Business Days of receiving written notice of the default, you may cancel this Agreement, including if we: (a) become insolvent or bankrupt, convene a meeting with our creditors or a liquidator or similar person is appointed in respect of our assets; or (b) persistently or wilfully neglect our obligations under this Agreement.
13.7All provisions of this Agreement intended to continue in force beyond cancellation shall continue to bind the parties (in accordance with clause 23.12).
13.8Subject to clause 13.7, on cancellation, each party shall be immediately discharged from any further obligation or liability regarding the Services and this Agreement (without prejudice to any right or remedy arising from either party’s prior breach or unlawful act occurring before the cancellation).

14. Event of Default

14.1We may charge interest at a rate of two and a half percent (2.5%) per calendar month on the outstanding amount from the due date of payment until the date the outstanding amount is paid (and any interest shall compound monthly).
14.2If an Event of Default occurs, you agree to reimburse us for any fees or expenses we incur in recovering any Amounts Owing (including any administration fees, debt collection agency fees and full legal expenses on a solicitor-client basis).
14.3Any period during which the Services are suspended as a consequence of your default shall not be counted when determining a reasonable timeframe for rectification, and any suspension shall not be treated as a permanent abandonment of the Services.
14.4You acknowledge and agree that if you are in default, we may, at our sole discretion: (a) appoint a receiver in respect of your assets to take any action necessary to fulfil your obligations (including paying all Amounts Owing); and (b) charge you any associated costs to complete this process.

15. Retention of Title

15.1Working papers we prepare in relation to the Services are our property, and you agree that where it is intended that the ownership of the Documentation is to pass to you, such ownership shall not pass until: (a) we have received all Amounts Owing; and (b) you have performed all of your obligations under this Agreement.
15.2It is further agreed that: (a) until payment for the Services has been received in full, we may give you written notice to return any Documentation provided to you as part of our Services. Upon such notice being given, your rights to obtain ownership or any other interest in the Services shall cease; (b) if you fail to return Documentation when requested, we or our agent may enter upon and into land and premises you own, occupy or use (or any premises where the Documentation is situated) as your invitee and take possession of the Documentation; and (c) we will not be liable for any reasonable loss, or damage suffered due to any action (except for negligence or fraud).
15.3If you use any of the Services before ownership of the Services has passed to you (including any relevant Documentation), the proceeds of such use will be received and held (in whatever form) in trust for us to the extent of the Amounts Owing (where our interest as beneficiary under that trust will be that portion of the proceeds which is equivalent to the Amounts Owing to us and the balance of the proceeds (if any) will be your beneficial interest under that trust).
15.4We may commence proceedings to recover the Fee of the Services provided, notwithstanding that ownership of the Documentation has not passed to you.

16. Security and Lien

16.1Subject to us providing any Services, you charge all of your right, title and interest (whether joint or several) in any land, real estate or other assets capable of being legally charged with a lien you own either now or in the future and grant a security interest in all of your present and after-acquired property to secure the performance of all obligations under this Agreement (including full payment of all Amounts Owing).
16.2You irrevocably appoint all directors of our companies (including any Related Company) as your true and lawful attorney(s) and agree that the appointed attorney(s) may perform all necessary acts to enforce our rights provided in clause 16.1 of this Agreement (including signing any document on your behalf).
16.3You are liable for all our disbursements and expenses (including full legal expenses on a solicitor-client basis) incurred in exercising our rights under clause 16 to secure the performance of your obligations under this Agreement.
16.4It is fair and reasonable for the parties to be bound by clause 16.

17. Personal Property Securities Act 1999

17.1You acknowledge and agree that: (a) this Agreement constitutes, in favour of us, a Security Agreement creating a Security Interest in the Services or the proceeds of such Services; and (b) the Security Interest granted to us secures the payment of all Amounts Owing.
17.2You agree that you will sign any further documentation and provide any information which we may reasonably require to ensure we are paid all Amounts Owing due to us and otherwise to protect our interests under this Agreement, including by registration of a financing statement and ensuring that we have a perfected Security Interest in the Services, or a Security Interest in the proceeds of the Services (a Security Interest taken in all collateral and any proceeds).
17.3To the extent permitted by law, we each contract out of: (a) sections 114(1)(a), 133 and 134 of the PPSA; and (b) your rights referred to in sections 107(2)(a), (c), (d), (e), (f), (g), (h) and (i) of the PPSA.
17.4You waive your right to receive a verification statement under Part 10, section 148 of the PPSA regarding any financing statement relating to a Security Interest.
17.5You acknowledge and agree that a Security Interest is perfected and attached to the Services in accordance with Part 3 of the PPSA, and the Security Interest shall extend to the proceeds of the Services as specified in Part 4, section 45(1) of the PPSA.
17.6Each Security Interest is a continuing Security, notwithstanding any intermediate payments, settlement of accounts or anything else.
17.7You must provide us with information and any associated documentation we request regarding your financial status from time to time.
17.8If we consider your financial status unsatisfactory at any time, we may require you to grant additional Security Interests as security for the Amounts Owing, and we may suspend or cancel further supply of Services or Services until you have provided such Security Interests.
17.9You unconditionally ratify any actions taken under clause 17.

18. Client Responsibilities

18.1You shall ensure that all casual workers receive appropriate rest and meal breaks that provide a reasonable opportunity for rest, refreshment, and attention to personal matters, and that comply at least with the minimum requirements of sections 69ZD and 69ZE of the Employment Relations Act 2000.
18.2It is your responsibility: (a) to maintain appropriate insurance policies to cover any circumstances, loss, or damage that may arise while a casual worker is on assignment to you; (b) during the assignment, ensure that suitable supervision, control, and working conditions are maintained to minimise the risk of injury or damage.
18.3You shall provide all casual workers supplied by us with all workplace policies that relate to their work (including, but not limited to, those concerning harassment, discrimination, and health and safety), and ensure that they have read and understood these policies before commencing work.
18.4If you believe that a worker has acted in a manner that may amount to misconduct, unsatisfactory performance, or a breach of any policy, you must contact us immediately and provide full details of the incident. You shall then comply with our directions in handling the matter.
18.5You accept that you may not, and only we may, take disciplinary action in relation to any casual worker supplied by us.
18.6You acknowledge that under the provisions of the Employment Relations (Triangular Employment) Amendment Act 2018, you are defined as a ‘Controlling Third Party’, and that the provisions of that Act apply to you accordingly.
18.7You acknowledge that you may acquire proprietary or confidential information belonging to us and agree to hold such information in strict confidence and not to use or disclose it for any purpose.

19. Risk

19.1Irrespective of whether we retain ownership of any Documentation or items, all risks for such items shall pass to you upon delivery and shall remain with you until we repossess the Documentation.
19.2We shall not be held liable for any loss, corruption, or deletion of files or data (including the unintended introduction of viruses) resulting from our Services. It is your sole responsibility to back up any data you believe to be important, valuable, or irreplaceable prior to us providing the Services.

20. Health and Safety at Work Act 2015

20.1Each party will comply with the Health and Safety at Work Act 2015 (HSW Act), including all health and safety duties specified in Part 2 of the HSW Act and all other applicable standards and codes of practice relating to health and safety. In addition, each party will comply with the other party’s pre-notified and reasonable health and safety policies when on the party’s premises.
20.2You must notify us of any known hazards arising from your premises to which any person may be exposed, as well as inform us of any notifiable injury, illness, incident or event (as defined in Part 1, subpart 3 of the HSW Act) to ensure that your workplace is without risks to the health and safety of any person.
20.3Each party must consult, cooperate and coordinate activities with all other persons who have a health and safety duty in relation to the same matter in providing the Services (including in connection with the delivery of the Services).
20.4You acknowledge and agree that: (a) casual workers supplied by us are influenced and directed by you while carrying out work on your premises; and (b) you are responsible for managing and controlling the workplace of casual workers, and we are not.
20.5You acknowledge and agree that you shall: (a) comply with your duties under the HSW Act and any related regulations, including the duty to consult, cooperate, and coordinate with us; (b) have a detailed Health and Safety policy and plan in place, and shall provide all casual workers with a safe workplace at all times; (c) have effective risk assessment and control processes in place and make these available to us immediately upon request; (d) advise us of any required health and safety training or induction, and ensure that a site-specific induction is completed before any casual worker commences work on site; (e) ensure that casual workers do not perform work or operate machinery outside their agreed job description (as stated in the Confirmation of Temporary Assignment (COTA)) unless you have obtained our prior written approval and a revised COTA has been supplied; (f) ensure that casual workers have the opportunity to participate in and contribute to health and safety activities, including inductions, toolbox meetings, and hazard management; (g) provide adequate supervision to ensure the safe completion of each assignment; (h) ensure that all tools and machinery at your site have appropriate guarding, are tagged and tested in accordance with Standards New Zealand (including AS/NZS 3760:2022), and that all safety features are intact and operational; and (i) immediately report all incidents or near misses involving casual workers to us, and you shall fully cooperate with any investigation we undertake and assist in any return-to-work process where practicable.
20.6Any tools or equipment you supply to a casual worker must be appropriate, safe, and suitable for the task.

21. Defective Services

21.1We stand behind the quality and professionalism of the Services. If at any time you are not satisfied, you must notify us immediately so we can address your concerns, remedy any issues, and take reasonable steps to prevent them from recurring.
21.2You must inspect all worker placement details immediately upon the commencement of the Services and notify us in writing of any alleged defect within four (4) hours of the worker’s placement date. If you fail to notify us within this period, the Services shall be deemed to be free of defects or other issues (subject to clause 12).
21.3If you believe the Services to be defective, you must allow us a reasonable opportunity to investigate and, where necessary, rectify the defect as soon as reasonably possible. You are not entitled, under any circumstances, to engage a third party to supply replacement workers to complete the work until we have had the opportunity to investigate any issue.
21.4A defect does not include your failure to follow our reasonable instructions.
21.5You shall have no right to set-off, counterclaim, or cross-demand (including any claim under section 290(4) of the Companies Act 1993) against any amount payable to us under this Agreement.

22. Insurance and Liability

22.1Our insurance does not cover any loss or damage caused to your property by a casual worker.
22.2We shall not be liable for any debts incurred by any casual worker while on assignment to you.
22.3Unless otherwise agreed, we may communicate with you electronically. We accept no liability for any damage or loss caused by interference, interception, or corruption of such communications.
22.4To the extent permitted by law, we shall have no liability whatsoever to you for any direct or indirect expense or loss of profit you suffer arising out of our breach of this Agreement (including any unintentional misrepresentation made to you regarding any of the Services).
22.5Our liability shall be limited to damages that under no circumstances shall exceed our professional indemnity insurance, and you agree to indemnify us, our partners, associates, employees, contractors, and any other person from any liability over our professional indemnity insurance.
22.6To the extent permitted by law, our total liability under or in connection with this Agreement and the Services is limited to, at our option: (a) resupplying the Services; or (b) the payment of the expense of having the Services resupplied.
22.7If we have any liability under or in connection with this Agreement, to the maximum extent permitted by law: (a) our total aggregate liability to you for any loss, damage or liability arising out of or in connection with this Agreement will be limited to the lesser of: (i) the Fee paid to us for the applicable Services; or (ii) the actual loss or damage you suffer; and (b) we will not be liable for any: (i) indirect, special or consequential loss or damage whatsoever; or (ii) loss of profits, revenue, data, goodwill, clients, opportunities or loss of or damage to reputation.
22.8The limitations and exclusions on liability in this clause 22 will apply irrespective of the legal basis for the applicable claim, including contract, equity, tort or statute, except negligence and fraud.
22.9In no circumstances will we have any liability whatsoever under or in connection with this Agreement: (a) for the acts or omissions of any third party; (b) any act or omissions in accordance with your instructions (or instructions from your authorised representatives); or (c) to any third party.

23. General

23.1Governing law: This Agreement is governed by and to be construed in accordance with the laws of New Zealand, and each party submits to the exclusive jurisdiction of the courts of New Zealand.
23.2Entire Agreement: This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, representations and understandings.
23.3Priority: To the extent of an inconsistency between: (a) this Agreement; (b) all other schedules to this Agreement; (c) any privacy or data agreement (if applicable); and (d) the order of priority set out above will apply (with (a) having the highest priority).
23.4Subcontracting: We may subcontract the performance of our obligations (including to a Related Company) on the basis that we remain solely liable to you for the performance of our obligations.
23.5Assignment: You must not assign, novate or transfer your rights or obligations under this Agreement without our prior written consent (which may be withheld at our sole discretion). We may assign this Agreement to any other person. Without limiting the foregoing, we may assign all or part of the Amounts Owing to any other person.
23.6Amendments: Except where stated otherwise in this Agreement, any amendment to this Agreement must be in writing, signed by both parties, except where we are required to make changes to ensure compliance with applicable laws, in which case we can give you notice of any such amendments required, and you will be bound by the same.
23.7Notices: Any notice, demand or other communication to be served on a party must be in writing and sent by personal delivery, pre-paid post or email to the address of the relevant party (or otherwise notified to the other party from time to time). Any notice or other communication is deemed to be received (i) if personally delivered, on receipt, (ii) if posted by pre-paid official postal service, on the fifth Business Day after posting (or seven Business Days after posting if sent from one country to another), and (iii) if sent by email on the date and time that the email was sent (as evidenced in the sender's email sent history). Notices received after 5pm on a Business Day will be deemed received on the next Business Day.
23.8Force majeure: We will not be liable to you for any failure or delay in performing our obligations under this Agreement where such failure or delay is caused by events or circumstances beyond our reasonable control (including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic, accident, emergency, order of government or other authority or act of god).
23.9Severability: If any part of this Agreement is illegal or unenforceable, you agree that part shall be amended to the extent permitted by law to allow the enforceability of any rights, and if it is not able to be amended, then it will be severed, and all remaining rights in this Agreement will continue in full force and effect.
23.10Waiver: A single or partial exercise or waiver of a right relating to this Agreement does not prevent any other exercise of that right or the exercise of any other right.
23.11Termination: Either party may terminate this Agreement immediately by written notice if the other party breaches a term of this Agreement which is not capable of remedy or, where the breach is capable of remedy, fails to remedy the breach within 20 Business Days of written notice of the breach.
23.12Survival: Any rights or obligations under or in connection with this Agreement, which is by nature a continuing obligation, will survive termination of this Agreement by either party.
23.13Rights of third parties: This Agreement is not intended to confer a benefit on any person other than the parties to this Agreement.
23.14Relationship: We will provide Services to you as an independent contractor. Nothing in this Agreement creates any partnership, joint venture or employment relationship between the parties.
23.15Non-exclusive: This Agreement is not exclusive, and you agree that there are no restrictions on us to provide any Services to any other person.
23.16Counterparts: This Agreement may be executed in any number of counterparts (including by electronic signature or email exchange of PDF copies), constituting the one instrument.