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 

consultancy advice. 

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. Services 

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 

in writing.

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. General

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 

1979.

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 callcare@callcare.co.nz and 

teamleader@callcare.co.nz. 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 

creditors; or

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 

in writing.

13. Security Agreement

 

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