1.       Agreement

1.1     The terms and conditions of this agreement apply whenever we provide services of any kind to you.  Where you have selected a plan for the service we are to provide, the terms of that plan and the fees and charges set out in the price list we provide you for that plan form part of this agreement.

1.2     In this agreement, we or us means ReceptionHQ Ltd traiding as Call Care , you means you or the entity we provide services to and service or services means all services of any kind we provide and anything else we do for or in relation to you. A working day means a day when trading banks are open in Blenheim, New Zealand.

2. Our commitment to you and yours to us

2.1     We agree to:

(a)     provide services to you with care and skill and in a competent and efficient manner;

(b)     communicate with you in relation to services we provide to you;

(c)     provide services to you in accordance with the most up to date information you provide to us;

(d)     comply with all applicable laws and regulations when providing services to you;

(e)     do our best to provide highly reliable services to you, however, given our reliance telecommunications products and services that we do not own or control (including the services of your telecommunications or software provider), we cannot promise or guarantee our services will always be immediate, continuous, or fault-free;

(f)     otherwise comply with this agreement.

2.2     You agree to:

(a)     provide us with all information, instructions and access to systems or networks we need to provide services to you;

(b)     use services only for your own business use;

(c)     obtain any authorisation, licence or consent from any third party that is necessary for us to provide services to you;

(d)     comply with all applicable laws and regulations in relation to services you receive from us;

(e)     otherwise comply with this agreement.

3.       Our charges

3.1     You agree to pay our fees and charges for the services we provide to you in accordance with the price list for the plan applying to the services or any other agreement we have reached in writing. All fees and charges set out in the price list or elsewhere exclude GST. 

3.2     We may amend the fees and charges set out in our price list or as otherwise agreed with you from time to time. When we do so, we will give you one month’s notice by email. 

3.3     You agree to meet any charges or fees charged by your telecommunications or software provider for diversion of calls or data to us. We have no control over these charges or fees and accept no responsibility for them. 

3.4     We may assign any amounts you owe us to anyone else. 

4.       Invoicing

4.1     We will send you invoices for our fees and charges.  Each invoice will set out a time for payment (due date) and will include instructions for payment.  You agree to pay our invoice by the due date, and you will not set-off or deduct any amount from payment of our invoice.

4.2     If you do not pay our invoice by the due date:

(a)     we may charge you a late payment fee equivalent to the greater of $20 or 10% of the amount outstanding up to an amount of $250; and

(b)     we may charge you interest on all unpaid amounts at a rate equivalent to our bank overdraft rate plus 4% from the due date until you pay the invoice; and

(c)     you agree to pay any costs incurred by us or our agents in recovering the money you owe, including all commissions and legal costs on a solicitor and client basis; and

(d)     we may suspend, restrict or stop providing services to you. 

5.       Term

5.1     We will provide the services to you until either we or you end our relationship in accordance with the terms of this agreement. Either of us may end our relationship by giving at least one months’ written notice to the other party. Where notice is given, we will stop providing services to you at the expiry of the notice period.   

6.    Our right to suspend, restrict or stop providing services

6.1       If you do not pay our invoices or meet any responsibilities you have to us, we may suspend, restrict, or stop providing services to you at any time. Where we do so:

(a)     we will give you at least three working days’ notice; and 

(b)     you will remain liable for all charges and fees incurred up to the date on which we suspend, restrict or cease providing services.

6.2     Where we continue to provide services to you after we have given notice that we intend to suspend or restrict services for non-payment, we may ask you for payment of our invoices in advance as a condition providing further services to you. 

6.3     We may also suspend, restrict or stop providing any service in other circumstances if we think it reasonable or necessary (by way of example only, for maintenance or repairs, or interruptions to the availability of the network).  We will always do our best to contact you before doing this but may not be able to do so in all circumstances.

7.       Alterations to fees and charges, services and plans

7.1     We may amend the fees and charges set out in our price list or as otherwise agreed with you from time to time. When we do so, we will give you one month’s notice by email. 

7.2     We may alter our services and plans from time to time.  We will tell you about any such alterations by emailing you.  If we alter our services or plans in a way that reduces the service currently received by you and the change is within our control, we will provide you with one months’ notice of such alterations.

7.3     If you have agreed to a minimum term contract with us, we will not reduce the service we offer to you or increase our fees and charges without either your consent (which may already be given in your minimum term contract) or giving you the option to terminate your contract without incurring an early termination fee.

8.       Liability and indemnity

8.1     You agree you are acquiring the services for the purposes of a business as defined in the Consumer Guarantees Act 1993 and acknowledge that the provisions of that Act do not apply to the services that that we provide to you under this agreement. All warranties, terms, guarantees and conditions that are not expressly set out in this agreement are excluded to the extent permitted by law.

8.2     We shall have no liability to you or any other party under this agreement, in tort or otherwise at law.. For the avoidance of doubt, we are not liable to you or any other party for any direct, indirect or consequential loss, or for any loss of profits, revenue, goodwill, business or anticipated business or anticipated profits or savings.

8.3     Where we provide services to you in accordance with this agreement, you agree to indemnify us in relation to any claim or claims made against us (or against any of our agents) by any third party arising from or in any way connected with the services we provide to you. You also indemnify us in relation to all costs we incur in connection with any such claim or claims. 

9.       Disruptions

9.1     Sometimes our services can be disrupted. If this happens, we will restore our services as soon as we reasonably can. We have no liability for any disruption in services where:

(a)     we suspend, restrict or stop providing services to you if you do not pay our charges or meet any responsibilities to you have to us; or

(b)     the disruption is caused by events beyond our reasonable control or by a third party service provider you or we rely on.

9.2     If we are prevented from performing any obligation in this agreement by reason of any act of God, act of government, earthquake, fire, flood, riot, insurrection, civil commotion, strike, sanctions, boycott, embargo or any other circumstance beyond our reasonable control, we will try to advise you of the existence of the circumstances and its expected duration, and the extent to which the services are impacted by the circumstances.

9.3     Our performance of this agreement and provision of services to you will, to the extent that it is made impossible or impracticable by such circumstances (despite us taking reasonable steps to provide the services) be suspended until such circumstances cease to exist. We are not liable to you for any failure or delay in performing any obligation set out in this agreement in the circumstances contemplated by this clause. You will not be required to pay any fees or charges for any services to the extent that such services are not provided by us due to the circumstances contemplated by this clause.

10.       Termination

10.1     We may terminate this agreement and cease providing services to you immediately and without notice where:

(a)     You are in breach of this agreement and have failed to remedy the breach within 5 working days of being given notice of the same;

(b)     A receiver or liquidator is appointed in respect of the entity we provide services to;

(c)     You enter into a compromise with creditors or are adjudicated bankrupt;

(d)     You assign or transfer this agreement without our prior written consent.

11.       Privacy and information we hold

11.1       You agree that we may collect information about you.  The information may be obtained from you and others or generated or recorded by our systems when you or anyone else use our services.  We will handle your personal information and that of your customers in accordance with the Privacy Act 2020 or any legislation or regulations in substitution. 

11.2       You may ask to see information we hold about you, as long as we can readily retrieve it, and ask for any details that are wrong to be corrected. We may hold information about you and share it to the extent appropriate with our contractors and agents and any provider of credit references and debt collection agencies. This enables us to:

(a)   provide services to you;

(b)     send you invoices and recover and report on money you owe;

(c)     keep you informed of services available to you from us;

(d)     exercise any lawful right we have under this agreement or otherwise at law;

(e)     help us make risk assessments in future service applications and to build credit controls and decision-making systems.

11.3 You agree to ensure that your customers and clients consent to us as your contractor collecting and holding information about them for the purposes of providing services to you. Your customers may ask to see information we hold about them, as long as we can readily retrieve it, and ask for any details that are wrong to be corrected. 

12.       Confidential information

12.1     You must keep confidential any information you receive from us which you would expect to be confidential or commercially sensitive. Any pricing must be treated as confidential. You may only disclose confidential or commercially sensitive information if you are required to by law.

13.       Software and phone numbers

13.1     Where our services include provision of software and/or phone numbers to you, we retain ownership of that software and/or those phone numbers. 

14.       Intellectual property rights

14.1     We or others may have intellectual property rights in the services and in any equipment, including software and phone numbers, we provide to you.  These rights include, for example, all copyright, trade mark and design rights relating to the services or software.  All those rights are retained when we provide services, phone numbers or software to you. Any intellectual property rights arising from any improvement or change to any service belongs to us regardless of who it is devised or made by.

15.       Agents or Service Providers

15.1     We may have any agent, or service provider approved by us perform and have the benefit of our side of any agreement you have with us.

16.       Assignment

16.1     You may assign and have someone else perform your side of any agreement you have with us as long as you first get our written approval. A change in control or management of the entity we provide services to is an assignment for the purposes of this clause.   

16.2     We may assign and have someone else perform our side of any agreement you have with us. We will tell you if we do this.

17.       Notices

17.1     You agree that all agreements, notices, and other communications that we provide you electronically satisfy any legal requirement that such communication be in writing.

17.2     We will send invoices and other notices to the last contact email address you have given us. We can assume any bill or notice we send by email has been delivered and received by you on the date it was sent.  Please tell us if you change your email contact address.

17.3     You must send any notices to us under this agreement to the following email address: callcare@callcare.co.nz. Where any notice you send us includes an update to your information or an instruction in relation to services, you agree that we shall have a period of one working day from receipt of notice by email to implement any update or carry out any such instruction.

18.       Other terms

18.1     Other terms apply to some of our services. Where we provide those services, we will tell you about the other terms.

18.2     We must meet all our responsibilities to you under every agreement we have with you. You must meet all your responsibilities under every agreement you have with us. Where we have other written agreements with you, the terms of those agreements will prevail over this agreement to the extent of any inconsistency.

19.       Each term binding

19.1     Each term of every agreement you have with us is separately binding. If for any reason we or you cannot rely on any term, all other terms remain binding.

20.     Rights and responsibilities continue

21.     The ending of any agreement you have with us does not affect any rights and responsibilities which are intended to continue or come into force afterwards. These include your responsibilities in relation to payment of our invoices and our rights in relation to recovery of payment of our invoices.

22.     Amendments

22.1   We may change the terms of this agreement by changing or removing existing terms or by adding new ones. We will give you notice by email of any changes at least one month before they come into effect. If you do not agree to the changes, you may exercise your right to terminate this agreement. 

22.2   Any other changes to the terms of any agreement you have with us must be in writing and signed by us.

23.     No waiver

23.1   Except if we have waived a right under these terms and notified you in writing, no delay or failure to exercise a right under these terms prevents us exercising that or any other right on that or any other occasion.

24.     Invalidity

24.1     If any provision of these terms is unlawful and unenforceable, it will be severed from these terms to the extent it is unlawful and unenforceable. The rest of these terms will remain in force.

25.       New Zealand law

25.1     All our services are provided under New Zealand law. You may take action against us only in a New Zealand court.