Conditions Of Engagement For Professional Services


1. Services Provided

Quality Systems Specialists Limited (QSS Ltd) will perform its services in accordance with reasonable standards of skill, care and diligence generally exercised by the profession in New Zealand subject to any financial, physical, time or other restraints imposed by the Client or resulting from the nature of the engagement.

2. Fees and Costs

  1. QSS Ltd shall be entitled to payment of all costs associated with providing services as per the quotation
  2. Accounts for services shall be due for payment on the 20th of the month following the date of invoice. Where payment is not made by the due date, QSS Ltd may charge interest from the due date at the rate of 2% per month on the balance of the account.  You will be responsible for, and must pay on demand, all costs (including, without limitation, debt collection agency costs and legal costs on a solicitor/client basis) incurred by QSS Ltd in recovering any overdue accounts.
  3. An administration fee of $10 per month will apply if a payment plan is discussed and agreed upon with QSS Ltd
  4. Services cancelled or postponed within twelve working days of the confirmed date will be billed half of the estimated hours and 100% of any unrecoverable booked travel costs. These costs and charges will be in addition to the actual expenses for conducting the rescheduled, cancelled or deferred service.
  5. Services will be invoiced based on the actual number of participants that attend the training course as per the quotation
  6. If a participant does not attend the confirmed training course as agreed, there will be a no-show fee charged of 50% of the participant cost.
  7. In the event of Termination as per Clause 6 below, QSS Ltd shall be entitled to payment in full of all fees and costs associated with the performance of the Services.

3. Non-Disclosure Agreement

QSS Ltd upon entering into a contractual agreement with the Client accepts the rights of the Client to safeguard the proprietary and confidential information obtained during the execution of the said contract.

In return for the company disclosing confidential information QSS Ltd and the company agree to the conditions below:

  1. All confidential information, trade secrets and know how including research, designs drawings, plans specifications, formulas, financial structuring and all other information whatsoever disclosed to QSS Ltd shall not be reproduced, published in any manner whatsoever or disclosed to any other person outside the company.
  2. We will return upon request all of the information disclosed pursuant to the Agreement.
  3. We will not use any of the information disclosed pursuant to this Agreement without the company’s prior written approval and shall retain the information disclosed pursuant to this Agreement in confidence.
  4. Intellectual Property: - QSS Ltd does not transfer, or license, to the Client any right, title or interest in any copyright, trade marks, patents or any other intellectual property rights in or relating to the Services.

4. Limitation of Liability

  1. QSS Ltd shall not be liable for any loss or damage arising by reason of any delay in completion of the training or consulting work or for loss of profits or any indirect or consequential loss whatsoever.
  2. If QSS Ltd or any sub-contractor is found liable to the Client whether under the terms of this agreement or in contract or in tort or otherwise howsoever for any loss or damage suffered by the Client, QSS Ltd’s liability shall be limited to the fee for the services provided.
  3. For the purpose of this clause the term “QSS Ltd” includes all employees and the term “sub-contractors” includes all parties engaged by QSS Ltd or by other sub-contractor to perform any part of the services provided for and all employees of the sub-contractor.
  4. Pursuant to section 41 of the Limitation Act 2010, QSS Ltd shall be deemed to have been discharged for all liability in respect of the services whether under the law of contract or tort or otherwise on the expiration of one month from the completion of the services and the Client (and persons claiming through the Client) shall not be entitled to commence any claim or action whatsoever against QSS Ltd (or any employee of QSS Ltd) in respect of the services after that date

5. Privacy Act Obligations

The Client authorises QSS Ltd to collect and hold personal information about you (being any natural person associated with the Client) from any source QSS Ltd considers appropriate, to be used for credit, administration, service and marketing purposes. The Client further authorises QSS to disclose personal information about you held by QSS Ltd to any other person for these purposes.

You authorise any person to give QSS Ltd information about you that we may require in response to QSS Ltd’ credit and other enquiries. You authorise QSS Ltd to provide credit related information about you to any credit reference agency or other person.

Any natural person associated with the Client, and whose details have been disclosed to QSS Ltd, has a right of access to, and may request correction of, personal information held by QSS Ltd about you under the Privacy Act 1993.

6. Termination

  1. Any agreement between QSS Ltd and the Client may be postponed or terminated by either party on 7 calendar days notice by email to the last known address of either party.
  2. On receipt of notice given by the Client, QSS Ltd will take all reasonable steps to bring the services to a close and to reduce expenditure to a minimum.
  3. On postponement of the services or termination of the agreement, QSS Ltd shall be entitled to payment of fees and audit costs to the date of postponement or termination and such further fees and costs necessary for the orderly termination of the services as per Clause 2 above.

7. General Terms

  1. Errors or Omissions: Clerical errors or omissions, whether in computation or otherwise, in any quotation, acknowledgment or invoice may be corrected by QSS Ltd at any stage.
  2. Compliance with regulations: You are solely responsible for compliance with all applicable laws, regulations and standards.
  3. No set off: You may not withhold payment or make any deductions from or set off any amount against any amounts owing to QSS Ltd without our prior written consent.
  4. Force Majeure: QSS Ltd shall not be liable for any failure to comply with these Terms where such failure has been caused directly or indirectly by an event or circumstance that is beyond QSS Ltd’ reasonable control.
  5. Amendments: QSS Ltd may amend these Terms from time to time by notice to you in writing. The amended Terms will apply in respect of all orders made by you after the date of such notice. Publication of the amended Terms on our website will be considered to be notice to you in writing of the amended Terms.
  6. Waiver: No delay or failure by QSS Ltd to exercise its rights under these Terms operates as a waiver of those rights. A partial exercise of those rights does not prevent their further exercise in the future.
  7. Severability: If any part of these Terms is held to be invalid or unenforceable, the part concerned shall be deleted from the rest of these Terms, which will then continue in force.
  8. Law: These Terms will be interpreted in accordance with and governed by the laws of New Zealand, and the New Zealand Courts have exclusive jurisdiction.