1. Parties And Definitions To This Agreement
1.1. “Call Care” for the purposes of this agreement, shall mean
Stephen John Plant and the Trustees in The Tas Trust T/A Call
Care Answer Services 1993, any person or entity acting for
or on behalf of Call Care or with the permission or authority of
Stephen John Plant and the Trustees in The Tas Trust T/A Call
Care Answer Services 1993.
1.2. “Customer” shall mean the Customer, Client any person
or entity acting for or on behalf of the Customer or with the
permission or authority of the Customer as detailed on any
quotation, estimate, work authority or notation as provided by
Call Care to the Customer.
1.3. “Guarantor” shall mean any person (or persons), or
entity, who agrees to be held liable for the debts incurred
by the Customer in the course of business between the
Customer and Call Care on a principal debtor basis.
1.4. “Services” shall mean all services supplied by Call
Care to the Customer and includes any recommendations or
1.5. “Price” shall mean the price payable for the goods and
or service as agreed between Call Care and the Customer in
accordance with clause 3 of this contract.
2. Acceptance Of Terms Of Trade
2.1. Any engagement of Call Care’s Services by the Customer
shall constitute acceptance of the Terms and Conditions of
Trade of Call Care by the Customer. Should more than one
Customer enter into this agreement the Customers shall be
jointly and severally liable for payment in full of the Price.
2.2. The Customer must be either the rightful legal owner or
have the full authority of the legal owner of the business or
person to which the service is provided to enter into a contract
or provide instructions to Call Care to provide services.
2.3. The Terms and conditions of this agreement can only be
amended with the written consent of Call Care and shall be
binding on the Customer.
3. In the event that the Customer proposes any change
to the structure of the Customers business, a change
in Shareholding, Name, Directors, premises, postal
address, registered office or sale of the business, the
Customer shall give no less than twenty one (21) days
written notice of the proposed change or changes. If any
loss is incurred by Call Care the Customer shall be liable
for any loss suffered by Call Care due to the Customer
not complying with this provision.
4.1. Services provided shall be described on our invoices,
quotation, and/or work authorisation, or any other such form as
provided by Call Care (Stephen John Plant and the Trustees in
The Tas Trust T/A Call Care Answer Services 1993) to the Buyer.
5. Price And Payment
5.1. The price shall be At Call Care’s sole discretion, one or
more of the following:
a. The price as quoted by Call Care to the Customer. The
quoted price shall be subject to alteration should Call Care or
any of Call Care’s third party service providers increase their
prices prior to the Customer accepting Call Care’s quotation
b. Call Care’s price as specified on Call Care’s current
price list as when the service is provided shall be subject
to alteration should Call Care or any of Call Care’s third
party service providers increase their prices prior to the
commencement of the service.
5.2. Any change or variation to the specified service provided
will be charged on Call Care’s prevailing rates at the time the
variation is provided and shall be subject to any prevailing price
or rate increase. Charges for the variation to the quoted service
will be invoiced as a variation to the quotation or agreed service
and shall be payable in accordance with our payment terms.
6. Payment Terms
6.1. Payment to approved Customers with an established
credit account shall be due no later than 20 days following the
date stated on the invoice.
a. Payment in full shall be due for the Services provided to the
Customer as stated on the invoice, quotation, work authorisation
or any other form as provided, time being of the essence in
which the invoice is delivered to the Customer or posted to the
Customer’s address or address for notices.
b. Payment shall not be deemed to have been received unless
the payment is made in cash or cleared funds are deposited
in Call Care’s nominated account. Any other form of payment
will not be receipted as paid until the transaction is deemed
to be honoured.
c. Payments will be made as agreed between Call Care and
the Customer. If no payment arrangement is made or payment
terms agreed, then payment shall be due as stated on the
Invoice, quotation or work order and in cash, cheque or by direct
credit to Call Care’s nominated account.
6.2. GST and other taxes and duties that may apply will be
added to the Price unless they are expressly included
in the Price.
7. Use of Number Assigned By Call Care
7.1. Telephone Numbers assigned by Call Care to the Customer
shall not be used for any illegal or illegitimate purpose.
7.2. All telephone numbers assigned by Call Care for the
Customers use shall remain the property of Call Care and
cannot be reassigned, taken away or removed from the
systems of Call Care.
13.1. Despite anything to the contrary contained in these Terms
and Conditions or any other rights which Call Care may have:
a. Where the Customer and/or the Guarantor (if any) is the
owner of land, realty, asset or property capable of being
charged, the Customer and/or the Customers Guarantor
agree to mortgage and/or charge all or any of their joint and/
or several interest in the said land, realty, asset or property
to Call Care or Call Care’s nominee to secure all amounts
and other monetary obligations due and payable under these
terms and conditions.
b. The Customer and/or the Guarantor acknowledge and
agree that Call Care (or Call Care’s nominee) shall be entitled
to lodge where appropriate a caveat over the said land, realty
asset or property. Once all payments and other monetary
obligations payable to Call Care hereunder have been met
the caveat shall be removed.
c. The Customer and/or Guarantor shall indemnify Call Care
against all Call Care’s costs, any disbursements and any legal
costs incurred on a solicitor client own basis in the event Call
Care elect to proceed in any manner in accordance with this
clause and/or its sub-clauses.
d. The Customer and/or the Guarantor (if any) agree to
irrevocably appoint Call Care’s nominated attorney as the
Customer’s and/or Guarantor’s true and lawful attorney to perform
all necessary acts to give effect to the provisions of this clause.
14. Privacy Act 1993
14.1. The Customer and the Guarantor/s (if separate to the
Customer) authorises Call Care to: collect, use and retain any
information about the Customer, for the purpose of assessing
the Customer’s creditworthiness or marketing products and
services to the Customer; and Disclose information about the
Customer, whether collected by Call Care from the Customer
directly or obtained by Call Care from any other party, to any
other credit provider or any credit reporting agency for the
purposes of providing or obtaining a credit reference, debt
collection or notifying a default by the Customer.
14.2. Where the Customer and/or Guarantors are an individual
the authorities under clause 14.1 are authorities or consents for
the purposes of the Privacy Act 1993.
14.3. The Customer and/or Guarantors shall have the right
to request Call Care for a copy of the information about the
Customer and/or Guarantors retained by Call Care and the
right to request Call Care to correct any incorrect information
about the Customer and/or Guarantors held by Call Care.
15. Dispute Resolution
15.1 All disputes and differences between the Customer and
Call Care touching and concerning this agreement shall be
referred to arbitration under a single arbitrator agreed upon
by both parties, or failing agreement, by two arbitrators (one
to be appointed by each party) and their umpire (appointed by
them prior to arbitration), such arbitration to be carried out in
accordance with provisions of the Arbitration Act 1996
16.1. If any provision of these terms and conditions shall be
invalid, void, illegal or unenforceable the existence, validity
legality and enforceability of the remaining provisions shall not
be prejudiced, affected or impaired.
16.2. These terms and conditions and any contract to which
they apply shall be governed by the laws of New Zealand
and are subject to the jurisdiction of the courts of Blenheim
New Zealand or as otherwise directed by the court.
16.3. Call Care shall be under no liability whatever to the
Customer for any indirect loss and/or expense (including loss
of profit) suffered by the Customer arising out of a breach by
Call Care of these terms and conditions.
16.4. In the event of any breach of this contract by Call Care
the remedies of the Customer shall be limited to damages
which under no circumstances shall exceed the contract price
for Services provided and limited to the amount of the monthly
fee paid to Call Care by the Customer in part or full whichever
is the lesser amount.
16.5. The Customer shall not be entitled to set off against or
deduct from the Price any sums owed or claimed to be owed
to the Customer by Call Care.
16.6. Call Care may license or sub-contract all or any part
of its rights and obligations without the Customer’s consent.
16.7. Call Care reserves the right to review these terms and
conditions at any time. If, following any such review, there is
to be any change to these terms and conditions, then that
change will take effect from the date on which Call Care
notifies the Customer of such change.
16.8. The provisions of the Contractual Remedies Act
1979 shall apply to this contract as if section 15(d)
were omitted from the Contractual Remedies Act
16.9. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.
16.10. The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Call Care’s right to subsequently enforce that provision.
7.3. Telephone numbers owned by the Customer shall remain
the ownership of the Customer.
7.4. Where the Customer owns their own number, Call Care
will provide a unique number to divert to and any diversion fees,
shall be payable by the customer to their own communication
provider. Call Care accepts no responsibility for any failure
of the call diversion or the method of transporting the calls
to Call Care.
8. Information Storage, Outages and Equipment Failure
8.1. Call Care shall store Customer information on Call Care’s
computer storage devices. The Customer acknowledges that
computers, servers and storage devices are susceptible to
down time. Call Care shall use its best endeavours to maintain
the functionality of its services at all times. Call Care expressly
disclaims any representation or warranty to supply uninterrupted
or continuous service.
9. Disclaimer of Liability
9.1. While Call Care will endeavour to receive and pass
on information either verbally, by facsimile, telephone,
text messaging, email or web service to the intended
recipient(s) as promptly and accurately as possible,
Call Care shall not be responsible for any loss should
an operator, agent or contractor acting on behalf of Call
Care, accepts or conveys incorrect information or fails
to respond to a message however conveyed. Call Care
shall act with due care and diligence in all aspects of the
service provided to the Customer, Call Care gives no
specific warranty or representation to that effect.
9.2. Call Care shall not be liable for any costs, losses or
damages incurred by the Customer.
10. Information Updates
10.1. The Customer shall be responsible for providing Call
Care with any updates to procedures, staff contacts, rosters,
instructions or relevant changes. Any notifications are to be
delivered to Call Care by email to email@example.com and
firstname.lastname@example.org. A minimum of one (1) business
day is to be allowed for the changes to be implemented.
11. Default and Consequences of Non Payment
11.1. If the Customer defaults in payment of any invoice when
due, the Customer shall pay all costs and disbursements
incurred by Call Care in pursuing the debt including legal
costs on a solicitor and own client basis and Call Care’s
collection agency costs. Disbursements incurred by Call Care
in pursuing the debt including legal costs on a solicitor and
own client basis and Call Care’s collection agency costs.
11.2. Interest on overdue or unpaid invoices shall accrue
from the date when payment becomes due daily until the date
payment is received at a rate of 2.5% per calendar month
and all interest shall compound monthly before and after any
judgement until payment is received in full.
11.3. Call Care at its discretion may suspend or terminate
the supply of services should the Customer, at any time be
in breach of any obligation to Call Care (including those
relating to payment). Call Care will not be liable for any loss
or damages the Customer has deemed to have suffered
because Call Care has exercised its rights under this clause.
11.4. If any account remains overdue after thirty (30)days
then an amount of $20.00 or 10.00% of the amount overdue
(up to a maximum of $200) whichever is the greater, shall be
charged for administration fees and shall become immediately
due and payable.
11.5. Without prejudice to Call Care other remedies at law,
Call Care shall be entitled to cancel all or any part of any
supply agreement with the Customer which remains unfilled
and all amounts owing to Call Care shall, whether or not due
for payment, become immediately payable in the event that:
a. any money payable to Call Care becomes overdue of
payment, or in Call Care’s opinion the Customer will be
unable to meet its payments as they become due; or
b. the Customer becomes insolvent, convenes a meeting
with its creditors or proposes or enters into an arrangement
with creditors, or makes an assignment for the benefit of its
c. a receiver, liquidator, manager (provisional or otherwise) or
similar person is appointed in respect of the Customer or any
asset of the Customer.
12. Right of Cancellation
12.1. Call Care may cancel any contract to which these
Terms and Conditions apply or cancel the delivery of any
Service at any time by giving thirty (30) days written notice to
the Customer. Call Care shall not be liable for any damages
or losses arising from such cancellation.
12.2. Should the Customer cancel any contract with Call
Care the Customer shall be liable for any loss incurred by
Call Care (including but not limited to loss of profits) up to the
time of Cancellation.
12.3. Either party may cancel the agreement entered into
between Call Care and the Customer by giving 30 days notice
13. Security Agreement
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