The following Terms and Conditions of Engagement are applicable to the supply of human resources, recruitment, health and safety, job hunter consultancy services offered by Stapleton Consulting (“the Work”). These services may be provided in the form of online subscriptions and products.
Stapleton Consulting is also called “we” or “us” in these Terms and Conditions. The Client means the person or business accepting these Terms and Conditions and is also referred to as “you” or “yourself”.
These Terms and Conditions of Engagement are current and effective from 13 July 2020.
Our NZBN is 9429045000812.
All Work undertaken by Stapleton Consulting is outlined in a ‘Client Proposal’ document or an ‘Engagement Letter’. These are provided to you prior to us commencing the Work. The Client Proposal or Engagement Letter will include a scope of the Work, an estimate of our fees, a copy of these General Terms and Conditions of Engagement, a copy of any applicable Specialist Services Terms and Conditions, and any other terms and conditions of engagement mutually agreed between us and you at the time.
Your request for us to commence the Work in accordance with the Client Proposal or Engagement Letter constitutes your acceptance of these General Terms and Conditions of Engagement, any applicable Specialist Services Terms and Conditions and any other express terms and conditions of engagement mutually agreed between us and you in writing at the time of the Client Proposal or Engagement Letter.
Variations and Additional Terms
Any instructions from you to vary or alter the scope of our services will be treated as a variation.
Notwithstanding anything in these Terms and Conditions, our fee may be increased by the amount of any reasonable increase in cost of our services between the date of the Client Proposal and the date we commence providing our services to you and where such increase is beyond our control.
These Terms and Conditions, any applicable Specialist Services Terms and Conditions and any other express terms and conditions of engagement mutually agreed between us and you in writing, compromise all the terms, representations, and warranties between the parties.
Any implied terms, conditions or warranties are expressly excluded from these Terms and Conditions and from the Specialist Services Terms and Conditions.
Stapleton Consulting provides generalist and specialist HR consultancy services on an ad hoc, as-required, project, retainer or subscription basis. Our consultancy services include recruitment, payroll, employee benefits and health and safety.
Our consultancy services may be provided via video conferencing, in-person, over the phone, or via email.
We reserve the right to refuse you our services or access to our online services and products.
The Advice We Provide
When we do the Work, it is our professional duty to give your affairs proper care, skill and attention.
We will throughout the handling of your matter rely on you to supply in a timely manner all information needed to act on your behalf and to tell us promptly of any relevant change in circumstances. We will not check the accuracy of such information unless it is specifically agreed in writing that we are to do so.
If you hold information back from us, it hinders our ability to assist you and we cannot be held responsible for any non?disclosure. If you are in doubt whether any information is relevant, then it is best to discuss it with us.
Where any advice we provide is incorrect and does not arise from you failing to disclose all information, we agree to take reasonable steps to remedy or mitigate that advice at our own expense. Otherwise, we make no guarantee that any advice we give you will exclude the possibility of a personal grievance being raised by one of your employees.
We have a duty to keep all the information you tell us confidential from other parties unless we have your instructions to disclose it. Otherwise, only people who we employ or engage as contractors have access to your files and they are under a similar duty of confidentiality.
When exercising your prerogative
If you choose not to seek our advice before managing a situation with an employee, or before commencing a formal human resources or employment relations process with an employee (including but not limited to a disciplinary, restructure, trial period or probation termination, medical termination, or performance management process), it is at our discretion whether to provide you with additional or ongoing support for that situation or process.
If you fail to follow our advice regarding a particular situation, or deviate from a process that we have recommended, and an employee or employees raise a personal grievance claim in relation to that situation or process, it is at our discretion whether to provide you support with that personal grievance, up to and including a first written response.
In the circumstances described above or where you require support that is outside the scope of our services, We will always refer you to an appropriate third party, at your request. If you choose to engage with a third party that We have recommended, your relationship is subject to the terms and conditions of the third party and We accept no liability for costs or other liability arising from your relationships with third parties.
Dissatisfaction with Our Services
Our most important task is to ensure your absolute satisfaction. We will always strive to reach that target. However, we acknowledge that mistakes are made occasionally. This paragraph covers that possibility. If you are not wholly satisfied with the Website and/or Services, please tell us at the earliest opportunity:
- exactly why you think we have failed;
- the date, if relevant, of the failure;
- when and how you discovered the failure;
- the result of the failure;
- your suggestion as to action we should take to resolve the situation and restore your faith in us.
To do this, it is essential that you contact us by email.
Our Consultancy Fees
The estimate of our fees provided to you with the Client Proposal applies for 30 calendar days from the date of your receipt of the Client Proposal.
Our rates and pricing structures are based on what is fair and reasonable for the nature of the Work having regard to:
- The interests of you and us;
- The time and labour expended;
- The skill, specialised knowledge and responsibility required to perform the services properly;
- The importance of the matter to you and the results achieved;
- The urgency and circumstances of which the matter is undertaken the Work, including the amount of value involved;
- The complexity of the matter and the difficulty and novelty of the questions involved;
- The reasonable cost of running our business; and
- The fees customarily charged in the market locally for similar service to the Work.
Pricing structures include hourly rates, fixed price (or set fee), monthly retainers and/or annual subscriptions.
All charges and fees outlined in these Terms and Conditions and in any Specialist Services Terms and Conditions are exclusive of Goods and Services Tax (GST). GST is calculated and included in the amount payable by you to us.
We reserve the right to request a Deposit to be payable within 7 days of commencement of the Work.
Our fees are usually reviewed annually in May, effective 1 July of the same year. We will communicate any changes in our fees to you following the review and in advance of when they take effect.
Flat Hourly Rates
Work carried out on a flat hourly rate basis is charged in 15-minute increments.
The initial introduction meeting/conversation (usually between 15 minutes to 30 minutes) is always free of charge.
Where the work is being carried out on a flat hourly rate basis, any subsequent meetings are chargeable and additional to any fee estimates.
Where we are providing you with agreed consultancy services for an allocated amount of time or based on an agreed scope of Work (“the Hours Cap”), on a monthly reoccurring basis for an agreed fee, the fee for these services is payable irrespective of whether you use all the allocated hours or the scope of work is completed.
Where all the allocated hours are used prior to the end of the month, the Client will be invoiced for any additional work undertaken by us on a flat hourly rate basis.
If allocated time remains unused at the end of the month, that time will roll over into the following month. Unused time shall have a lifespan of three months. Any time remaining unused after three months shall expire.
Our monthly retainers have a minimum term of three (3) months, and should you wish to cancel the retainer, you must provide at a minimum of 30 calendar days written notice.
Unused time may be allocated to other Work by agreement provided the unused time has not expired.
Where we are providing you with generalist consultancy services for an allocated number of hours per annum (“the Annual Subscription”) on a reoccurring basis for an agreed fee (“The Subscription Fee”), the fee for these services is payable irrespective of whether you use all the allocated hours.
The consultancy hours included in the Subscription Fee can be used at any time during the subscription and do not roll over if these remain unused at the end of the subscription.
The minimum term of a subscription is 12 months (one year) from the purchase date.
Annual subscription cancellations must be made in writing within 7 days of purchasing the subscription to qualify for a refund. No refunds shall be payable after 7 days of the purchase date.
When the subscription fee is paid in full at the commencement of the subscription, and you cancel within 7 days of purchasing the subscription, you will receive a 100% refund. Notwithstanding, if you have used any of your allocated hours prior cancelling the subscription, the amount refunded will be reduced by an amount equivalent to the hours used.
When you choose to pay subscription fee by monthly direct debit, and you cancel within 7 days of purchasing the subscription, you will receive no refund of any amounts already paid. The amount you have already paid shall cover the fees and time we incur when cancelling a direct debit. Notwithstanding, if you have used any of your allocated hours prior cancelling the subscription, the fees for the Work completed shall be calculated based on our flat hourly rate and payable on the Due Date.
You may renew your subscription after one calendar year at the Subscription Fee advertised on the Website. Alternatively, should you wish to upgrade your subscription, or if you have used all your allocated hour please contact us directly via [email protected] to discuss which service is right for you.
Consultant Travel Time
We conduct our meetings virtually using Zoom video conferencing software in the first instance.
Where this is not possible, or in-person sessions are deemed more appropriate, Travel is charged as a fixed fee based on the zone the Client premises or location of work is in comparison with our Hamilton office (‘Our office’).
- Zone 1 – within 10km of our Office $60
- Zone 2 – within 35km of our Office $100
- Zone 3 – more than 35km from our Office $100 + $1.80 per km
The travel fee is charged for each trip to the Client’s premises and is calculated based on the distance travelled one way, except for Clients in Zone 3. Clients in Zone 3 will have a per km rate applied for all kms travelled over 35kms. When organising our Client visits, we usually visit more than one Client in a similar area. This is why we calculate our fees based on one-way travel. The Client proposal may outline the number trips anticipated for the Work.
We reserve the right to request payment for travel fees in advance of the requirement to travel. Should you cancel the meeting, or the reason for our travel is not longer required, within 24 hours of the meeting, you shall be liable for the travel fee that would have otherwise been incurred.
Air travel costs shall be mutually agreed on a case by case basis.
Except for Monthly Retainers and Annual Subscriptions, Stapleton Consulting will invoice you monthly and/or on the completion of the Work, whichever occurs first. Payment for Work in progress is to be made by the 20th of the following month. Payment following the completion of Work is to be made within 14 days of the invoice, unless otherwise mutually agreed in writing (‘the Due Date’).
Any work that is funded (partially or fully funded) by Regional Business Partners, shall be paid directly to us by Regional Business Partners. Where the work we do is over and above the funding approved by Regional Business Partners, or is outside of the scope of the funding request, shall be payable by you. The same applies should we commence work on your request and an application for funding is declined.
Monthly Retainer and Subscription Fee Payment Terms
Our Monthly Retainers and Subscriptions Fees are paid online by direct debit, in advance of the Work being completed. These transactions are completed through our E-commerce services provided on our Website.
Monthly Retainer Fees are direct debited from your nominated credit or debit card each month, based on the initial purchase date and when you agreed to these Terms.
The Annual Subscription can be paid in full upon the commencement of the subscription, or monthly in equal instalments by direct debit.
On request, Clients can be invoiced for the Monthly Retainer fees. Where this occurs, we will invoice you monthly on the 1st of the current month. Payment is to be by the 20th of the current month, unless otherwise mutually agreed in writing (‘the Retainer Due Date’).
Work completed in excess of the Monthly Retainer limit (‘the Hours Cap’) or the Annual Subscription, we will invoice you separately at the end of each month. Payment is to be made by the Due Date.
If payment is outstanding for more 20 days after the Due Date, Retainer Due Date or Subscription Due Date, we may cease or suspend the Work until either the account is paid, or a repayment plan is mutually agreed and recorded in writing.
We have the right to hold all documents, notes and other work completed on your behalf (except for information or documents provided by you), until payment is received in full for such items.
We may, at our sole discretion, charge a re-establishment administration fee of $250.00 (excluding GST) upon re-commencing the Work once payment has been made.
We may, at our sole discretion, allocate any payment received from you towards any invoice and may do so at the time of receipt or at any time afterwards and on default by you may allocate any payments previously received and allocated. In the absence of any payment allocation by us, payment shall be deemed to be allocated in such manner as preserves the maximum value of our interest.
We may, at our sole discretion, charge you interest of 1.5% (18% per annum) each month calculated daily on invoices you have not paid by the Due Date, Retainer Due Date or Subscription Due Date.
Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in these Terms and Conditions and/or any Specialist Services Terms and Conditions and/or any terms and conditions of engagement mutually agreed between us and you in writing, shall be paid by you including any reasonable solicitor’s fees and/or debt collection agency fees.
Our E-Commerce Services
In using our E-Commerce Services, you represent and warrant that you are over 18 and have legal capacity to contract in New Zealand. If you are using a credit card or debit card, you represent and warrant that the credit card is issued in your name and that you shall pay to the card issuer all charges incurred through the use of our E-Commerce Services.
You agree not to use our E-Commerce Services for any improper, injurious, offensive, or unlawful purpose.
Upon completing a transaction using our E-Commerce Services, you will be presented with a confirmation screen verifying the transaction details you wish to process. It is your responsibility to verify that all transaction information and other details are correct. You should store your transaction confirmation for future reference.
We shall have no liability for transactions which are incorrect because of inaccurate data entry in the course of providing E-Commerce Services or for loss of data or information caused by factors outside of our control.
Suspension of service: We shall be entitled at any time without prior notice or any liability to you, to alter, cancel or suspend any or all E-Commerce Services temporarily or permanently and/or to substitute alternative services, which may or may not be interactive or transactional in nature.
Overpayments: A refund will only be provided when it has been proven that there has been an overpayment. When applying for a refund you must provide us with proof of the overpayment. If your refund request is accepted, the refund will be transferred back to the originating card or held to your credit against future transactions. No cash refunds will be given.
Security: Our E-Commerce Services are provided through a secure website using SSL (secure socket layer) encryption. However, you acknowledge and agree that Internet transmissions are never entirely secure or private, and that any message or information you send to or through the Website (including credit card information) may be read or intercepted by others, even where a Website is stated as being secure. Neither we nor Stripe or ThriveCart shall have any liability for the interception or ‘hacking’ of data through the Website by unauthorised third parties.
Stapleton Consulting reserves the right to engage subcontractors to carry out the Work on any given project should the need arise.
We are an independent consultancy service provider without the authority to bind you by contract or otherwise and neither us or our personnel are agents or employees of you by virtue of this Agreement.
Use of Personal Information
We are committed to adhering to the requirements laid down by the Privacy Act 1993 to ensure that any information provided to us by you, your employees or a candidate is kept and used for lawful purposes.
Please refer to Our Policy – Use of Personal Information (“the Policy”) document for our terms relating to the collection, use and disclosure of your personal information and the personal information of your employees and candidates.
When you subscribe to our Website, become a client, or use our E-commerce Services we collect personal information which you provide in the sign up or application form. You always have access to the information we hold about you subject to the provisions of the Privacy Act 1993.
You authorise us to collect information about you (including information about transactions processed by you) from time to time through the Website. Any such information collected shall be treated in accordance with the Policy.
We use a payment gateway operated by Stripe and payment transaction service called ThriveCart. These third party providers will also collect information about you (including information about transactions processed by you) from time to time through the Website. Any such information collected shall be treated in accordance with the .
Your use of our E-Commerce Services means that you agree to provide information through electronic means. This means you agree to provide any relevant information in the format and to the standards described for each transaction. It also means you agree and understand that the information will be retained in electronic form.
Promotion and Marketing
By providing us with your email address, you consent to receiving promotional material from us. You may opt-out of these communications at anytime by emailing us [email protected]
By providing personal information to us, whether verbally or in writing by whatever means then you expressly acknowledge that you have read and understood the Policy and our terms and conditions related to Personal Information. And because of this, you consent to us collecting personal information about you and disclosing and using that information as set out in the Policy.
Errors or misrepresentations can occur. We would be grateful if you bring to our immediate attention any that you find on our Website.
New Zealand Website
Our websites are New Zealand websites and are only targeted at New Zealand employers and employees. The websites are only relevant for use in New Zealand. If you do not intend to use this information in New Zealand, then do not use our website or its contents and images for information gathering purposes. In listing your place of residence and delivery address in our online form(s), you are representing to us that you are a resident of New Zealand. This is a representation on which we rely prior to accepting your offer to purchase our advertised goods and services.
These terms are subject to New Zealand law and you irrevocably accept the jurisdiction of the New Zealand Courts.
Exclusion of Liability
While we make every effort to ensure the content of our website(s) provide accurate information, the website is provided on an ‘as is’ basis and the information provided is for general guidance only and does not constitute any advice of any kind.
Our Website has links to other websites outside of our power and control. You acknowledge and agree that we shall not be liable in any way for the Content of any such linked website, not for any loss or damage arising from your use of any such website.
We make no representations or warranties of any kind with respect to this website or its contents. In particular, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the information and related graphics published on the website(s). The information contained on the website(s) may contain technical inaccuracies, or errors is expressly excluded to the fullest extent permitted by law.
Neither We or anyone else affiliated with Stapleton Consulting (i.e. Directors or Shareholders or Employees) shall be liable for loss of damages arising out of or in connection, with the use of this website or reliance on its contents. This is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct or indirect or consequential damages, loss of data, income or profit, loss of or damages to property and claims of third parties.
Notwithstanding this, none of the exclusions and limitation in the clause are intended to limit any rights you may have as a consumer under local law or other statutory rights which may not be excluded.
Persons under 18
We do not sell products or provide services for children or persons under the age of 18. If you are under 18 years of age, you may use our website(s) only with the involvement of a parent or guardian.
Any intellectual property rights held by the parties at the commencement of the Work will belong to that respective party. All intellectual property rights arising from the performance of the Work will be held by the Parties jointly. Intellectual property jointly created has been for your benefit.
You must not distribute intellectual property jointly created for the benefit of a third party without prior consent from us.
We are the proprietor and licensee of the Stapleton Consulting copyright in the website(s), its contents (paid or unpaid) and images and no part of these websites may be reproduced without our express permission or the permission of the copyright holder.
Our “Content” shall mean any document, template, form, guides, videos, digital downloads, infographics, text, audio clips, data found on our Website or supplied to you while doing the Work or offered as a product or service.
We will strongly protect and defend our intellectual property rights in connection with our Website and/or Services including copyright in the content, whether provided by us or by any other content provider.
Copyright and Stapleton Consulting
All our Content is our copyright. Your purchase or receipt of any our Content may allow you to adapt the information strictly for your own business use on an as required basis.
We also claim copyright in the designs and compilation of all Content of our Website, and/or Services. Title, ownership rights, and shall remain the sole property of us and/or the other content provider.
Except as agreed otherwise, you may not copy, modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, display, or in any way exploit any of the Content, in whole or in part.
Subject to the other terms of this agreement, you may download or copy Content only for your own use, if you maintain all copyright and other notices contained in it. You may not store electronically any significant portion of any Content.
You may not use our name or logos or trademarks or any other Content on any website of yours or that of any other person.
You are strictly prohibited from:
- forwarding our Content in whatever form to another person, firm or business for their use;
- sharing your username and password with another person, firm or business so that they can take advantage of the service provided by Stapleton Consulting without paying for it;
- reproducing the resources in any form whatsoever except for the purposes provided for in these Terms; and
- using or adapting the Content for on-sale to another person, firm, or business.
If you wish to use the Content for any of the purposes stated above, you must first obtain our express consent.
Health and Safety
You must provide us a list of known identified risks relevant to the Work and any health and safety management plans (or similar) operated by you that is relevant to the Work. We do not assume any of your obligations under the Health and Safety at Work Act 2015.
Limitation of Liability
You acknowledge and agree that people management processes and all aspects of the employment relationship are subject to interpretation and any employee (or ex-employee) has a right to raise a grievance against you irrespective of the quality of any process followed by you or support received from us. We are in no way liable for any cost or penalties associated with such claims or grievance action. You accept complete responsibility and liability for all your employment processes and the outcomes.
Our Website and Services provide guidelines only, these guidelines are based on information we receive from you, which may not always be complete. You retain discretion as to how you take our guidance and execute it. We cannot control your actions, body language or words during work and when undertaking these processes and therefore cannot be held liable for any claims.
It is an essential requirement as an Employer that you obtain and retain signed employment agreements, into the relevant employee file. We attempt to provide reasonable reminders of this need. Should you not obtain the signed documents, the quality of our Services will be significantly diminished, and, in some cases, Services may not be available to you. This is not grounds for a refund of fees paid for the Work. It is your sole responsibility to ensure the signing of employment agreements and other similar documentation occurs. Should there be a technical reason why this cannot happen you must notify us immediately so we may assist you to rectify the issue.
The Consumer Guarantees Act 1993, the Fair-Trading Act 1986, the Contract and Commercial Law Act 2017 and other statutes may imply warranties or conditions or impose obligations on us which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, condition or terms imposed on us, our liability shall, where it is allowed be excluded or if it is not able to be excluded, only apply the minimum extent required by the relevant statute.
Except as otherwise provided by law we shall not be liable for any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by you or any other person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from the Work.
You shall indemnify us against all claims and loss of any kind whether caused or arising because of our negligence or otherwise brought by any person in connection with any matter, act, omission, or error by us.
Failure by us to enforce any of these Terms and Conditions, and/or any Specialist Services Terms and Conditions and/or any terms and conditions of engagement mutually agreed between us and you in writing, shall not be deemed to be a waiver of any of our rights or obligations under this contract.
E-Commerce Limited Liability
We cannot warrant that the E-Commerce Process, and/or your use of our E-Commerce Services will be faultless, immediate, continuous, and virus free, nor that information provided through the E-Commerce Process will be complete, accurate or up to date. We will endeavour, however, to ensure the E-Commerce Services are always available, subject to maintenance.
We accept no liability or responsibility for the refusal or reversal of payments which are matters between you and your credit card provider.
Subject to any rights which you may have under the Consumer Guarantees Act 1993, except as expressly prohibited by law, in no event will we be liable to you for any indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even where we have been advised of the possibility of such damages occurring. If, notwithstanding the foregoing, we are found to be liable to you for any damage or loss which arises as a result of your use of the Website or the E-Commerce Services, our liability shall not exceed the dollar amount of the transaction which formed the basis of the damage or $100.00, whichever is the lesser. Otherwise, the Consumer Guarantees Act 1993 is excluded to the fullest extent permitted by law.
Should you wish to cancel our consultancy services at any time, you must provide a minimum of 14 days written notice (“the Notice Period”). The Notice Period for Monthly Retainers is a minimum of 30 days (written notice).
During the Notice Period, we will complete any Work in progress to a point where it can be handed over to you to proceed with. We will also endeavour to have our records up to date and to complete any usual administration and filing required so that documents and records can handed over as appropriate.
Any Work conducted during the Notice Period shall incur a fee at a rate equivalent to our Flat Hourly Rates, unless otherwise mutually agreed.
If you cancel the Work with us after acceptance of the Client Proposal, you shall pay all actual and reasonable costs incurred by us together with a reasonable administration fee.
We shall, without any liability or any obligation to provide a full or partial refund, be entitled to cancel in whole or in part any contract for the provision of our services if you fail to pay any money owing after the Due Date, breach these Terms or if you commit an act of bankruptcy.
Any cancellation of this agreement shall not affect our claim for money due at the time of cancellation or for damages for any breach of these Terms and Conditions, and/or any Specialist Services Terms and Conditions and/or any terms and conditions of engagement mutually agreed between us and you in writing.
We have the right to cease work immediately by giving you written notice at your last known address where:
- any invoice remains unpaid after the stated payment date;
- you fail without reasonable cause to give us instructions for a period of one month where instructions are required or requested;
- you fail to make a material disclosure of a matter relevant to your case.
We also have the right to cease work in any other situation where we have good cause and give you reasonable notice.
In the event of a dispute or disagreement arising out of the contract between us and you, either party may give written notice no later than 14 days following the event/s giving rise to the dispute, to the other party specifying the nature of the dispute or disagreement, the remedy sought and requiring that the dispute or disagreement be determined and settled in accordance with this clause.
On receipt of the notice, the parties shall each appoint a representative who has authority to determine the grievance or dispute, and those two representatives shall meet as soon as reasonably possible to see if they can determine the grievance. All discussions, meetings and correspondence between the two representatives shall be deemed without prejudice and without concession of liability and shall not be used by either party in any later proceedings unless both parties agree, or agreement is reached by one party fails to honour the agreement.
If the two representatives cannot reach agreement within 30 days of being appointed, either party may refer the dispute to mediation.
These terms and conditions are governed by the law of New Zealand.
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