1. Definitions

1.1 In these Conditions, unless the context requires otherwise:
  1. Client means the person who engages The Gold Standard Q to provide the Services.
  2. Conditions means these terms and conditions of sale and any special terms and conditions agreed in writing by The Gold Standard Q.
  3. Delivery Date means the date specified by The Gold Standard Q when an Order will be completed.
  4. The Gold Standard Q means The Gold Standard Q Limited and includes its subsidiaries and related companies.
  5. Order means a request (either verbal or in writing) by the Client to supply Services and includes specifications and project briefs whether prepared by The Gold Standard Q or the Client.
  6. Price means the price for the Services, excluding GST which shall be charged separately.
  7. Services means the Services which The Gold Standard Q supplies to the Client pursuant to these Terms.
  8. Work Product means written work produced by The Gold Standard Q arising from the delivery of the Services, and may include but not limited to food control plans, audits, training, written advice or other written material.

2. Conditions Applicable

2.1 These Conditions shall apply to all Orders, to the exclusion of all other terms and conditions, including any terms and conditions which the Client may purport to apply under any purchase order, confirmation of order or similar document.
2.2 All Orders shall be deemed to be an offer by the Client to engage The Gold Standard Q pursuant to these Conditions.
2.3 The commencement of work by The Gold Standard Q pursuant to an Order or the acceptance by the Client of a quotation shall be conclusive evidence of the Client's acceptance of these Conditions.
2.4 Any variation to these Conditions (including any special terms and conditions agreed between the parties) shall be inapplicable unless agreed in writing by The Gold Standard Q.

3. Orders and Service Delivery

3.1 The Client shall use its best endeavours to ensure that any Orders are sufficiently detailed and specific to allow The Gold Standard Q to provide an accurate quotation or complete such Orders to the satisfaction of the Client.
3.2 Each Order shall constitute a separate contract between The Gold Standard Q and the Client.
3.3 The Services which we agree to provide pursuant to an Order will be set out in a quotation or project brief.
3.4 The Gold Standard Q will:
  1. use all reasonable care and skill in providing the Services using the resources reasonably available to it;
  2. use accepted industry-standard methodologies when performing the Services, where applicable;
  3. comply with the regulations of the Food Act 2014, Food Regulation 2015, Animal Programme Act 1999, Sale and Supply of Alcohol Act 2012.

4. Project Work

4.1 Where The Gold Standard Q is supplying Services on an ongoing project basis for the Client, the Client shall appoint a representative ("Client Representative") to act as the principal point of contact between the parties who shall be responsible for ensuring adequate and timely instructions or assistance is provided to The Gold Standard Q.
4.2 The Gold Standard Q may produce Work Product at various stages of the project and it shall be the Client Representative's responsibility to carefully check and approve such Work Product before The Gold Standard Q is obliged to move to the next stage of the project. Any failure by the Client Representative to approve Work Product shall not affect the Price payable and The Gold Standard Q shall not be liable for any errors in an Order where the Client has approved the Work Product.
4.3 Any variations to the Order shall not be valid unless set out in writing by the Client Representative.
4.4 Additional charges may be levied for any variations to the original Order on a time and materials basis at the standard rate per hour.

5. Price and payment

5.1 The Price shall be The Gold Standard's quoted price, which shall be binding upon the Client providing that the Client shall accept The Gold Standard Q's quotation within 14 days. The Price is exclusive of GST, which shall be due at the rate ruling on the date of the GST invoice.
5.2 Where a quotation is not provided, the Price shall be the price calculated in accordance with The Gold Standard Q's published price list, current at the date of performance of the Services.
5.3 The Gold Standard Q may require payment of a deposit or staged payments each month or at significant milestones during the project. The Gold Standard Q is under no obligation to commence or continue with work until such deposits or staged payments are paid. A request by The Gold Standard Q for a staged payment does not necessarily mean that work up to that stage will have been completed at the time of the request. All deposits are non-refundable. Payment of a 50% deposit will be required from all new clients before project commencement.
5.4 If the Client elects to cancel any Order less than 48 hours prior to delivery of the Services which form part of that Order, the Client shall still be liable for 50% of the Price even though no Services will be delivered.
5.5 Where the Services to be delivered pursuant to any Order comprise group training, the Client shall be liable for the full Price irrespective of the number of attendees at that training.
5.6 The Client may not withhold payment of any invoice or other amount by reason of any right of set off or counterclaim which the Client may have, or allege to have, or for any reason whatever.

6. Method of payment

6.1 Payment shall be due within 7 days of the date of invoice unless specified otherwise and time for payment shall be of the essence.
6.2 The Price may be paid by direct payment to The Gold Standard Q's bank account.
6.3 Unless an invoice contains a manifest error, all invoices are deemed accepted by the Client 5 days after delivery to the Client.

7. Intellectual Property

7.1 The copyright or other intellectual property in any Work Product will pass to the Client on payment of the Price.
7.2 Upon payment of the Price, the Client has a royalty-free licence to use the Work Product solely for the purposes of their business and must not copy or reproduce such Work Product other than for the purposes for which the Work Product was produced.

8. Time for performance

8.1 Whilst The Gold Standard Q will use its reasonable endeavours to ensure completion of any Order by the Delivery Date and achievement of agreed milestones by the dates agreed, having regard to the availability of personnel, supplies, facilities and commitments to other clients, any dates quoted for the commencement or completion of an Order are estimates only and time shall not be of the essence.
8.2 The Gold Standard Q shall not be liable to the Client for the late completion of any Order.
8.3 The Gold Standard Q may sub contract any part of the supply of Services.

9. Confidentiality

9.1 Incidental to this agreement we may each be exposed to confidential information belonging to the other party. We both agree that we will keep such information confidential and shall only use that information for the purposes of complying with our respective obligations under this agreement.

10. Exclusion of Liability

10.1 The Gold Standard Q shall be under no liability whatever to the Client for any indirect or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by The Gold Standard Q of these Conditions.
10.2 In the event of any breach of these Conditions by The Gold Standard Q, the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of The Gold Standard Q exceed the Price.
10.3 The Client shall indemnify The Gold Standard Q for all loss or damage arising by reason of the negligence of the Client, its employees or contractors, or any breach by the Client of these Conditions.

11. Privacy

11.1 The Gold Standard Q may request and collect personal information about the Client to evaluate whether to agree to accept any Order. The failure to provide the information requested by The Gold Standard Q may result in the Order being declined or an Order subsequently being terminated by The Gold Standard Q.
11.2 The Client has rights of access to personal information collected, subject to the provisions of the Privacy Act 1993.
11.3 The Client agrees that its personal information may be used by The Gold Standard Q to advise the Client of The Gold Standard Q's other services.
11.4 The Client authorises the disclosure of personal information held by any other party to The Gold Standard Q regarding any previous sale agreements entered by the Client and/or any information in relation to the financial position of the Client.
11.5 The Client agrees that The Gold Standard Q may release to other parties' information regarding any Order in order to enforce these Conditions.

12. Termination of supply

12.1 The Gold Standard Q may terminate this agreement by giving the Client 7 days' notice.
12.2 Where the Client breaches these Conditions and such breach is capable of remedy, The Gold Standard Q may terminate all agreements with the Client where the Client has been given reasonable notice of the breach and it has not been remedied within the time stipulated.
12.3 All sums outstanding in respect of any Orders shall become payable immediately where:
  1. the Client fails to make payment of the Price; or
  2. commits any other breach of these Conditions;
  3. any distress or execution shall be levied upon any of the Client's property;
  4. the Client offers to make any arrangement with its creditors;
  5. any bankruptcy petition is presented against the Client;
  6. the Client is unable to pay its debts as they fall due;
  7. if being a Limited Company any resolution or petition to wind up the Client (other than for the purposes of amalgamation or reconstruction without insolvency) is passed or presented;
  8. a receiver, administrator, administrative receiver, or manager is appointed over the whole or any part of the Client's business or assets;
  9. the Client shall suffer any similar proceedings under foreign law.
12.4 In addition, The Gold Standard Q may, in its absolute discretion, and without prejudice to any other rights it may have:
  1. Suspend all future supply of Services to the Client; and/or
  2. Terminate all Orders without liability on its part; and/or
  3. Charge interest at the rate of 15% per annum on all sums outstanding;
  4. Collect any sums owing, in which case the Client shall be liable for any collection costs incurred on a solicitor / own client basis.

13. Warranties

13.1 The Client agrees that the Services are provided for a business purpose and the Consumer Guarantees Act 1993 does not apply.
13.2 The following terms shall apply:
  1. Defective Services or Work Product may, at The Gold Standard Q's discretion, be remedied, or the price refunded.
  2. Any right which the Client may have to reject non-confirming or defective Services or Work Product will only be effective if:
    • Client notifies The Gold Standard Q in writing within 48 hours following completion of the Order or delivery of the Work Product (whichever is the sooner).
    • The Gold Standard Q will not fix any problem so long as the Client is in default in relation to any amount owing.
  3. The Gold Standard Q accepts no liability for any claim by the Client, or any other person including, without limitation, any claim relating to or arising from:
    • Any conditions, warranties, descriptions, representations, conditions as to fitness or suitability for purpose, tolerance to any conditions, merchant ability or otherwise, whether expressed or implied by law, trade, custom or otherwise, or:
    • Any representation, warranties, conditions or agreements made by any agent or representative which are not expressed confirmed by The Gold Standard Q in writing, or any services forming part of the supply of the Services which have been performed by any third party, and the Client agrees to indemnify The Gold Standard Q against any such claim.
  4. Nothing in these terms is intended to have the effect of contracting out of the provisions of the Consumer Guarantees Act 1993, except to the extent permitted by that Act and these terms are to be modified to the extent necessary to give effect to that intention.
13.3 The parties agree that, for the purposes of section 5D of the Fair Trading Act 1986 (FTA):
  1. to the extent permitted by law, in respect of all matters under or in connection with these Terms, the parties are contracting out of sections 9, 12A and 13 of the FTA;
  2. the parties have each had an opportunity to receive advice from a lawyer prior to contracting on these Terms; and
  3. it is fair and reasonable for the parties to be bound by this clause.

14. Notices

14.1 Any notice under, or in connection with these Conditions, shall be in writing and shall be sent by email to the other party accompanied by a request for a delivery receipt. Service shall be effected when the sender receives the delivery receipt.

15. Disputes, Complaints and Appeals

15.1 Customers have the right to complain about or dispute a verification service and these will be investigated and managed by actioning officer and responsible officer.

16. Law of Contract

16.1 This contract shall be governed by the laws of New Zealand and the parties irrevocably accept the jurisdiction of the New Zealand Courts.

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