Aria Cleaning Services Limited – Standard Terms and Conditions of Contract

Please read these Terms and Conditions carefully, as they set of out each of our legal rights and obligations in relation to the Cleaning Services.

1. Definitions and interpretation

   1. In these Terms and Conditions:

“Business Day” means any weekday, other than a bank or public holiday in Auckland;

“Business Hours” means between 08:30 and 17:30 on a Business Day;

“Cleaning Services” means the cleaning services supplied to you under any Engagement, details of which are set out in the Order (or, to the extent that no such details are set out in the Order, details of which will be agreed between the parties acting reasonably from time to time);

“Consumables” means the cleaning consumables used by the Provider in the course of providing the Cleaning Services, or the cleaning consumables made available by the Customer to the Provider for the purpose of enabling the Provider to provide the Cleaning Services;

“Customer” “you” and “your” means the customer for Services under an Engagement, as identified in the Order;

“Customer Representative(s)” means the person or persons identified as such in the Order;

“Effective Date” means the date when the Provider receives a copy of the Order relating to an Engagement that has been signed by you, such Order having been previously signed by the Provider and sent to the Customer, providing that the signed Order is received by the Provider within the period of 30 days following the date of signature of the Order by the Provider;

“Engagement” means a contract between us and you for the supply of Services incorporating these Terms and Conditions and an Order, and any amendments to such a contract from time to time;

“Equipment” means the cleaning equipment used by the Provider in the course of providing the Cleaning Services;

“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);

“Contract Term” means the period specified as such in the Order;

“Order” means the Order of work document (see the example on page 2 of these terms and conditions) issued to the Customer setting out the scope of the Cleaning Services and other matters relating to an Engagement;

“Premises” means your premises where we will provide the Cleaning Services, as specified in the Order;

“Price” means the price payable by you to us in respect of an Engagement, which are specified in the Order and which may be varied in accordance with Clause 9;

“Provider” “we” “us” and “our” means Aria Cleaning Services Limited and its successors and assigns or any person acting on behalf of and with the authority of Aria Cleaning Services Limited;

“Provider Representative(s)” means the person or persons identified as such in the Order;

“Term” means the term of an Engagement.

2. In these Terms and Conditions, a reference to a statute or statutory provision includes a reference to:

   1. that statute or statutory provision as modified, consolidated and/or re-enacted from time to time; and
   1. any subordinate legislation made under that statute or statutory provision.

2. The Clause headings do not affect the interpretation of these Terms and Conditions.

2. In these Terms and Conditions, “persons” includes companies, partnerships, limited liability partnerships, unincorporated associations and trusts.

2. Acceptance

   1. Any instructions received from you for the supply of Services shall constitute your acceptance of the terms and conditions contained herein.
   1. Upon your acceptance of these terms and conditions the terms and conditions are irrevocable and can only be rescinded in accordance with these terms and conditions or with our written consent.
   1. These terms and conditions are to be read in conjunction with our Order as provided to you. If there are any inconsistencies between these documents then the terms and conditions contained in this document shall prevail.
   1. You shall give us not less than fourteen (14) days prior written notice of any proposed change of ownership or effective control where you are a non-natural person (e.g., a company) or any change in your name and/or any other change in your details (including but not limited to changes in your address). You shall be liable for any loss incurred by us as a result of your failure to comply with this clause.

2. Engagements

   1. Each Engagement will come into force on its Effective Date and will continue in force indefinitely, unless and until terminated in accordance with Clause 14.

2. Services

   1. We will supply the Cleaning Services to you in accordance with the terms of each Engagement.
   1. The time for delivery of the Cleaning Services will not be of the essence of the parties’ agreement.
   1. We may suspend the provision of the Cleaning Services if you fail to pay by the due date any amount due to us in respect of an Engagement.
   1. From time to time during the Term we may be unable to supply the Cleaning Services by reason of personnel illness or personnel shortage, in which case:

      1. we will use reasonable endeavours to engage alternative personnel to supply the Cleaning Services; and
      1. subject to our compliance with Clause 4.4.1, we will not be in breach of the terms of the Engagement by virtue of any failure to supply the Cleaning Services arising out of such inability.

   1. We will ensure that all personnel involved in the provision of the Cleaning Services at the Premises have:

      1. been interviewed by us;
      1. supplied proof of identity and satisfactory references to us; and
      1. been properly trained in the provision of the Cleaning Services and the use of the Equipment and Consumables.

   1. Services will not be provided on Christmas Day, Boxing Day or New Year’s Day unless otherwise agreed to by the parties in writing.
   1. You may cancel a scheduled Services visit by giving us at least 48 hours’ written notice of cancellation. If you cancel a Services visit in accordance with this Clause, then you shall not be liable to pay any Charges to us in respect of the cancelled Services visit.
   1. Additional Services requested by you that are outside the scope of the Engagement must be in writing. Upon a written request for additional Cleaning Services we will provide a Price for your approval and upon approval the Price on the Order (and subsequent invoices) will be adjusted accordingly.

2. Premises

   1. You will:

      1. provide us prompt access to the Premises as required for the provision of the Cleaning Services;
      1. maintain the Premises in good order for the supply of the Cleaning Services, and in accordance with all applicable laws;
      1. be responsible for ensuring the Health and Safety of our personnel, agents and subcontractors whilst they are at the Premises;
      1. inform us of all Health and Safety rules and regulations and any reasonable security requirements that apply at the Premises; and
      1. maintain reasonable insurance cover for our personnel, agents and subcontractors whilst they are working at the Premises (including reasonable public liability insurance).

   1. In the performance of the Cleaning Services at the Premises, we shall comply with all reasonable Health & Safety and security policies and regulations advised to us by you.
   1. We will use reasonable measures to secure any keys (or other access mechanisms) provided by you to us for the purpose of enabling our personnel to enter the Premises.

2. Equipment and Consumables

   1. We will provide all the necessary Equipment to perform the Cleaning Services.
   1. We will provide all the necessary Consumables to enable us to perform the Cleaning Services.

2. Customer obligations

   1. You must provide us access to a water supply, a mains electricity supply and a waste water facility.
   1. You will provide to, or procure for, us any:

      1. information and documentation;
      1. third party co-operation; and
      1. governmental, legal or regulatory licences, consents or permits,
      1. access to premises in order to carry out works reasonably necessary to enable us to discharge our obligations under any Engagement.

   1. You will indemnify us and will keep us indemnified against any and all losses, costs, expenses, damages and liabilities (including legal expenses and amounts paid in settlement of legal claims or proceedings) arising directly or indirectly out of any breach by you of Clause 7.2.
   1. It is the responsibility of the customer to thoroughly inspect the work performed by our cleaning company and to notify us of any issues on the same day of completion. If the customer is not satisfied with the work performed, they must provide us with detailed written notice and photographic evidence on the same day of the completion of the cleaning service. Please note that after the same day of the completion of the cleaning service, our company is not responsible for any issues that may arise and we will not be held accountable for any complaints that are reported after this time frame.

2. Representatives

   1. You will ensure that all instructions in relation to the matters contemplated in these Terms and Conditions will be given by a Customer Representative to a Provider Representative, and we:

      1. may treat all such instructions as the fully authorised instructions of the Customer; and
      1. will not comply with any other instructions in relation to the matters contemplated in these Terms and Conditions without first obtaining the consent of a Customer Representative.

2. Price

   1. The Price payable for Cleaning Services shall be the price set out in the Order, or as quoted to you in writing, and as altered by us at our sole discretion from time to time.

2. Payment

   1. Time for payment of the Price being of the essence, the Price will be payable by you on the date/s determined by us at our sole discretion, which may be:

      1. payment in full within 7 days of the date of our invoice to you; or for approved clients, the twentieth of the month following the date of our invoice to you; or the date specified on our invoice as being the date for payment; or in accordance with any other payment terms we have agreed with you in writing.
      1. Failure to pay an invoice within this time frame will result in the customer’s credit rating being defaulted. This means that we will report the delinquent payment to credit reporting agencies, which may negatively impact the customer’s credit score. We reserve the right to take any necessary legal action to recover payment for services rendered.

   1. Payment must be made in cleared funds by direct debit, online banking or by any other method stipulated or approved by us.
   1. Unless otherwise stated the Price excludes GST. You must pay GST at the relevant rate (as set out in the Goods and Services Tax Act 1985), without deduction or set off of any other amounts, at the same time and on the same basis as you pay the Price. In addition, you must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

2. Warranties

   1. You warrant to us that you have the legal right and authority to enter into and perform your obligations required by each Engagement.
   1. We warrant to you that:

      1. We have the legal right and authority to enter into and perform our obligations required by each Engagement; and
      1. the Cleaning Services will be performed with reasonable care and skill.

   1. If you believe that Services have not been provided in accordance with Clause 11.2.2, then you must:

      1. notify us promptly; and
      1. allow and enable us to inspect the Premises and re-perform the relevant Services.

   1. All of the parties’ warranties and representations in respect of the subject matter of the Engagement are expressly set out in these Terms and Conditions and in the Order. To the maximum extent permitted by applicable law and subject to Clause 11.1, no other warranties or representations concerning the subject matter of the Engagement will be implied into these Terms and Conditions, the Order, the Engagement or any other contract.

2. Limitations and exclusions of liability

   1. Nothing in these Terms and Conditions will:

      1. limit or exclude the liability of a party for death or personal injury resulting from negligence;
      1. limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;
      1. limit any liability of a party in any way that is not permitted under applicable law;
      1. exclude any liability of a party that may not be excluded under applicable law; or
      1. limit or exclude any statutory rights that a party has as a consumer.

   1. The limitations and exclusions of liability set out in this Clause 12 and elsewhere in these Terms and Conditions:

      1. are subject to Clause 12.1; and
      1. govern all liabilities arising under the Engagement or in relation to the subject matter of the Engagement, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty.

   1. We will not be liable to you for any losses arising out of a Force Majeure Event.
   1. We will not be liable to you in respect of any business losses, such as loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.
   1. We will not be liable to you in respect of any special, indirect or consequential loss or damage.
   1. Our aggregate liability to you will not exceed the total amount paid and payable by you to us under the Engagement.

2. Force Majeure Event

   1. Where a Force Majeure Event gives rise to a failure or delay in either party performing its obligations required by any Engagement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

2. Default and Consequences of Default

   1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at our sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
   1. If you owe us any money you shall indemnify us from and against all costs and disbursements incurred by us in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, our collection agency costs, and bank dishonour fees).
   1. Without prejudice to any other remedies we may have, if at any time you are in breach of any obligation (including those relating to payment) under these terms and conditions we may suspend or terminate the provision of Services to you. We will not be liable to you for any loss or damage you suffer because we have exercised our rights under this clause.

2. Late Payment Penalty Fee

   1. Payment for cleaning services is due within 7 days. If payment is not received by the due date, a late payment fee of 0.8% will be assessed. In the event of repeated late payments, we reserve the right to discontinue services until all outstanding payments have been received.

2. Termination

   1. For commercial cleaning Customers: Either party may terminate an Engagement at any time by giving at least 30 days’ written notice to the other party.
   1. For all other Customers: Either party may terminate an Engagement at any time by giving at least 7 days’ written notice to the other party. For the sake of clarity, “written” notice under this clause 15.2 includes notice provided by text message to the recipient’s last known mobile number.
   1. Either party may terminate an Engagement immediately by giving written notice to the other party if the other party:

      1. commits any material breach of any provision of these Terms and Conditions or the relevant Order, and:
      1. the breach is not remediable; or
      1. the breach is remediable, but the other party fails to remedy the breach within 14 days of receipt of a written notice requiring it to do so; or
      1. persistently breaches these Terms and Conditions and/or the relevant Order.

   1. Either party may terminate an Engagement immediately by giving written notice to the other party if:

      1. the other party:

is dissolved;

ceases to conduct all (or substantially all) of its business;

is or becomes unable to pay its debts as they fall due;

is or becomes insolvent or is declared insolvent; or

convenes a meeting, or makes or proposes to make any arrangement or composition, with its creditors;

2. an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;

2. an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganisation where the resulting entity will assume all the obligations of the other party under the Engagement); or

2. where that other party is an individual that other party dies, or as a result of illness or incapacity becomes incapable of managing his or her own affairs, or is the subject of a bankruptcy petition or order.

2. We may terminate an Engagement immediately at any time by giving written notice to you if you fail to pay in full and on time any amount due to us, whether due in respect of that Engagement or otherwise.

16. Effects of termination

    1. Upon termination of an Engagement, all the provisions of these Terms and Conditions and the Order will cease to have effect, save that the following provisions of these Terms and Conditions will survive and continue to have effect (in accordance with their terms or otherwise indefinitely): Clauses 1, 11, 12, 14, 15 and Clauses 17 to 24.
    1. Termination of an Engagement will not affect either party’s accrued liabilities and rights (including accrued rights to be paid) as at the date of termination.

16. Non-solicitation

    1. You will not without our prior written consent, either during the Term of any Engagement or within 3 months after the date of effective termination of the most recent Engagement, engage, employ or otherwise solicit for employment any employee or contractor of ours who has been involved in the Engagement or the performance of the Cleaning Services.

16. Notices

    1. Any notice given under these Terms and Conditions must be in writing (whether or not described as “written notice” in these Terms and Conditions) and must be delivered personally, sent by courier, or sent by email, for the attention of the relevant person, and to the relevant address, email address given below (or as notified by one party to the other in accordance with this Clause).

       1. The Provider:

Aria Cleaning Services Limited,
8D/331 Rosedale, Albany, Auckland.

Email: info@ariacleaning.co.nz

 

2. The Customer:

As noted on the Credit Application Form on the front page of these Terms and Conditions.

2. A notice will be deemed to have been received at the relevant time set out below (or where such time is not within Business Hours, when Business Hours next begin after the relevant time set out below):

   1. where the notice is delivered personally, at the time of delivery;
   1. where the notice is sent by courier, 48 hours after sending; and
   1. where the notice is sent by email, at the time of the transmission (providing that the sending party retains written evidence of the transmission).

19. Confidentiality

    1. The provisions of this agreement are strictly confidential to the parties. Neither party may disclose or permit to be disclosed any provision of, or any information (and particularly any financial information) relating to the contract the subject of these terms and conditions to any person not a party without first obtaining the written consent of the other party as to both the person to whom disclosure is to be made and the terms of such disclosure. 

19. Dispute Resolution 

    1. We will endeavour, but will not be required to resolve all disputes between you and us amicably provided that if we cannot resolve a dispute, then no proceedings will be issued in Court in respect of the dispute without the dispute first being mediated by a single mediator appointed by agreement between the parties and failing agreement and on the application of one of them, by the Chief Executive Officer for the time being of the Resolution Institute of New Zealand.

19. Compliance with Laws

    1. The parties shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Cleaning Services, including the Health and Safety at Work Act 2015. 

19. Consumer Guarantees Act 1993

    1. This agreement is subject to the provisions of the Consumer Guarantees Act 1993 in all cases except where you are contracting within the terms of a trade/business (which cases are specifically excluded).

19. Privacy Act 2020

    1. You authorise us or our agent to:

       1. access, collect, retain and use any information about you;
       1. (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing your creditworthiness; or
       1. for the purpose of marketing products and services to you.
       1. disclose information about you, whether collected by us from you directly or obtained by us from any other source, 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 you.

    1. Where you are natural person the authorities under clause 23.1 are authorities or consents for the purposes of the Privacy Act 2020.
    1. You shall have the right to request a copy of the information about you retained by us and the right to request us to correct any incorrect information about you held by us.

19. General

    1. Our failure to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision.
    1. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
    1. No Engagement will constitute a partnership, agency relationship or contract of employment between the parties.
    1. 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 New Zealand.
    1. We shall be under no liability whatever to you for any indirect loss and/or expense (including loss of profit) suffered by you arising out of a breach by us of these terms and conditions.
    1. In the event of any breach of this contract by us your remedies shall be limited to damages. Under no circumstances shall our liability exceed the Price of the Cleaning Services.
    1. You shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to you by us.
    1. We reserve 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 we notify you of such change.
    1. You warrant that you have the power to enter into this agreement and have obtained all necessary authorisations to allow you to do so, you are not insolvent and that this agreement creates binding and valid legal obligations on you.
    1. Neither these Terms and Conditions nor any Order may be varied except by a written document signed by or on behalf of each of the parties.
    1. We may freely assign our rights and obligations under any Engagement without your consent. Save as expressly provided in this Clause or elsewhere in these Terms and Conditions, neither party may, without the prior written consent of the other party, assign, transfer, charge, license or otherwise dispose of or deal in any rights or obligations under any Engagement.
    1. Each Engagement is entered into for the benefit of the parties, and is not intended to benefit any third party or be enforceable by any third party. The rights of the parties to terminate, rescind, or agree any amendment, waiver, variation or settlement relating to any Engagement are not subject to the consent of any third party.