Termsand conditions

The following Terms and Conditions are applicable to the supply of services offered by Development Nous Limited (DNL). These terms and conditions are effective as of 1 April 2024.

Where DNL and a client have signed a written contract, the terms and conditions of that contract take precedence.

OUR SERVICES

The services we provide will be outlined in the project specific Short Form Agreement* (SFA), or alternatively a specific client proposal, which is issued prior to work commencing. Our client proposal/SFA will include but is not limited to:

• Scope of the work and nature of services,

• Indicative time frames,

• Fee estimates and timing of payments,

• The short form model conditions of engagement

• Any variations to the conditions of engagement documented on the SFA.

Your request for DNL to commence work in accordance with either the Client Proposal/SFA constitutes your acceptance of these terms and conditions of engagement.

* We use the Engineering New Zealand (EngNZ) and Association of Consulting Engineers New Zealand (ACENZ) Short Form Agreement standard document, 2019.

VARIATIONS AND ADDITIONAL TERMS

If a client would like to negotiate different terms, they must do so before provision of the service starts. Other terms will not apply unless expressly agreed to by DNL in writing.

Any instructions from you to vary, or alter the scope of services, will be treated as a variation and charged on a time cost basis at our standard hourly billing rates, unless otherwise stipulated within further agreement documentation. These rates are available on request. Any variation to the SFA must be agreed to in writing by both parties.

FEES/ FINANCIAL

Fees: Our fees estimates and/or quotes provided are valid for 30 calendar days from the date of your receipt. Our rates and pricing structures are based on what we deem fair and reasonable for the nature of the work, having regard to:

• The time and labour expended.

• The skill, specialised knowledge, and responsibility required to perform the services properly.

• The urgency and circumstances in which the matter is undertaken, and any time limitations imposed by you.

• Pricing structures may include (but not limited to):
  – Hourly rates (charged in 15-minute increments)
  -Fixed price.

We reserve the right to request a deposit prior to commencement of work.

GST: All charges and fees outlined are exclusive of Goods and Services Tax (GST).

Disbursements and Expenses : We may charge a fee to cover office expenses (photocopying, printing, document binding, phone calls) as well as field expenses (km’s, materials, equipment charges). This will be included separately on your invoice.

We may also be required to cover expenses and/or payments to third parties on your behalf. These disbursements costs may include but are not restricted to:

• LINZ search fees,

• Landonline lodgement costs,

• Council lodgement and certification fees,

• Sub-contractor expenses,

• Travel costs,

• Survey materials and equipment.

By accepting our Terms and Conditions, you authorise DNL to incur these expenses, which will be itemised on your invoice. Any third-party disbursements covered by DNL may incur a 10% surcharge.

An initial consultation/introduction meeting is ordinarily conducted free of charge. Further (pre-engagement) consultation meetings are charged at an hourly rate and payable on completion of the meeting.

INVOICING

Invoices: Invoices will be issued at either end of month or on completion of a project milestone. We may also generate an invoice at any time to obtain reimbursement for a significant expense incurred on your behalf. Any work that is covered by the Construction Contracts Act (CCA) may be invoiced using a payment claim in accordance with the CCA payment regime.

Payment: Invoices are payable by the due date stipulated and/or in accordance with our payment claim for works covered by the CCA.

Payment options include:

• Bank transfer

• Cash

• Credit card (MasterCard or Visa only). Additional Stripe transaction fee of 2.9% will apply.

   

Late Payment: If you anticipate having difficulty paying an invoice on time, please notify DNL in writing within 7 days of the due date. We reserve the right to charge interest on any invoices remaining unpaid after the due date unless prior arrangements have been made. Any account not paid by the due date on the invoice or payment claim is deemed to be late.

Late payments shall constitute a default. The Client shall pay default interest on overdue amounts from the date payment falls due at the rate DNL’s overdraft rate plus 2% per annum (calculated daily) and in addition to the costs of any actions taken by DNL to recover the debt.

Collection Costs

If our fees and/or disbursements are not paid, you may be liable for any collection costs, expenses or charges (including legal costs) that are incurred by DNL to recover outstanding debt.

Ceasing Work Following Non-Payment

If you fail to pay the whole, or any part, of the claimed amount on or before the due date and no appropriate arrangements for payment have been made, DNL may serve a notice of suspension of work.

Default

In addition to any other provision the client shall be in default if any of the following events occur:

• The Client fails to pay any amount due by the due date,

• The Client fails to meet any obligation to DNL,

• The Client becomes insolvent,

• If a Receiver, Liquidator or Administrator is appointed in respect of the Client,

• The ownership or effective control of the Client is transferred.

For on-going unresolved default accounts, the Client agrees that DNL has the right to execute a Memorandum of Mortgage over the property equivalent to the amount outstanding (including any incurred interest and/or related costs). The client agrees that DNL reserves the right to lodge and maintain a caveat for protection of the agreement.

Guarantee

Any person(s) representing the Client and signing the project specific Conditions of Engagement, as either a Trustee, Partner or Director agree they (and each of them jointly and severally) personally guarantee due payment of all monies owed to DNL.

LIABILITY

The maximum aggregate amount payable, whether in contract, tort or otherwise, in relation to claims, damages, liabilities, losses or expenses, shall be five times the fee (exclusive of GST and disbursements) with a minimum of $100,000 and a maximum limit of $NZD500,000.

DELIEVERABLES

All electronic deliverables will be provided in Portable Document Format (PDF) via e-mail for easy storage and retrieval to the client.

GOVERNING LAW

These terms and conditions are governed by the law of New Zealand.

INTELLECTUAL PROPERTY

Any intellectual property rights held by the parties at the commencement of the work will belong to the respective parties. 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 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.

CONFIDENTIALITY

We will hold in confidence all information concerning you that we acquire whilst consulting for you. We will not disclose any information to other person(s) or parties. Neither will we disclose to you, confidential information which we have in relation to any other client.