1.     APPLICATION OF TERMS

1.1   Unless otherwise agreed in writing by Perrin Ag Consultants Ltd (Perrin Ag) and the client (Client) these terms (Terms) will apply to the provision of all services by Perrin Ag to the Client (Services). These Terms supersede and exclude all previous Terms.

1.2   The Services to be provided are as set out in a Services Schedule from time to time or as instructed to Perrin Ag by the Client.

2.     PROVISION OF SERVICES

2.1   Perrin Ag operates based on verbal and written instruction from a client with those instructions to be carried out in the professional discretion exercised by a Registered Farm Management Consultant.

2.2   Where the nature of the delivery of Services causes or otherwise requires significant deviation from client instructions, Perrin Ag will undertake all reasonable steps to contact clients to obtain supplementary instruction prior to the commencement of such activity.

2.3   Perrin Ag operates in strict confidence. Perrin Ag warrants to not discuss, or otherwise disclose client information to third parties, without prior consent unless obliged under law.

2.4   Perrin Ag may decline to provide Services to any client for any reason prior to the acceptance of instructions, or where continued provision of Services would constitute a conflict of interest, involvement in or knowledge of criminal or unethical activity or any risk to personal safety. The client will remain liable for payment for Services already performed.

2.5   Perrin Ag will never send output in an editable format (i.e. Microsoft Word or Excel file) unless agreed with the client as a specific deliverable of the engagement.

3.     PROFESSIONAL FEES AND PAYMENT

3.1   Unless otherwise agreed in writing all Services will be charged on a time-engaged basis at Perrin Ag’s standard rates applicable to other clients at the time of the delivery of the Services. An indicative fee, if provided, is an estimate only of work to be carried out on a time engaged basis.   

3.2   The client will remunerate Perrin Ag for any reasonably incurred ancillary costs and expenses incurred in the delivery of the Services, including any urgency premium allocated.  

3.3   The Client will pay all amounts owing to Perrin Ag in full and without deduction or set off by the 20^th of the month following the date of the invoice to the Customer (Due Date). All rates exclude GST which will be payable by the Client on invoice. Payment is to be by way of direct credit to Perrin Ag’s nominated bank account.

3.4   Perrin Ag may require payment prior to reports being released and reserves the right to temporarily or permanently cease to provide Services to the client in the event of non-payment of accounts.   All reports, intellectual property and other tangible products relating to Services delivered remain the property of Perrin Ag until payment is received. Perrin Ag reserves the right to withhold or reclaim Service deliverables in any instance of non-payment.

3.5   Without prejudice to any other remedies, all unpaid debts will be charged interest at the rate of 2% per month calculated on a daily basis on the amount unpaid from the Due Date until payment in full. The Client shall pay all costs incurred by Perrin Ag in the enforcement of these Terms including debt collection service costs and any legal costs incurred (as between lawyer and client).

4.     TERMINATION

4.1   Notwithstanding any other provision of these Terms:

(a)    either party may terminate these Terms without reason by giving three months’ notice; and

(b)    If either party is in material default, which includes any failure to pay fees without a bona fide dispute, then the other party may terminate the Agreement on one month’s written notice.

4.2   Termination of this Agreement will be without prejudice to any rights or obligations of the parties that have already accrued as at the date of termination including the obligation of the Client to pay for all Services rendered to the date of termination.

5.     LIABILITY AND INDEMNITY

5.1   Any advice and reporting provided by Perrin Ag is based on information to the best of Perrin Ag’s knowledge and no guarantees are given for the final results of activities arising from the use of such advice or reports, which may be affected by factors outside of Perrin Ag’s control.

5.2   The Client indemnifies Perrin Ag against all loss of any kind suffered or incurred by Perrin Ag resulting from the performance of client instructions under these Terms except where the loss or claim arises from Perrin Ag:

(a)    being in breach of its obligations under these Terms;

(b)    being in breach of its obligations under the Health and Safety at Work Act;

(c)     being reckless, negligent, fraudulent and/or dishonest; or

(d)    undertaking acts and/or omissions outside the scope of these Terms.

5.3   Perrin Ag holds all required professional indemnity insurances, with certification available on request.

5.4   The maximum liability of Perrin Ag to the Client under these Terms whether in Contract, Tort or otherwise is limited to two times the value of any fees charged by Perrin Ag for the Service.

6.     DISPUTES

6.1   It is the intention of the parties to promptly and inexpensively settle any disputes. All disputes and differences shall in the first instance be attempted to be settled between the parties by each party nominating a senior representative with authority to settle the dispute who will meet and try to resolve the dispute acting in good faith at all times.

6.2   While any dispute remains unresolved, each party shall continue to perform their obligations under these Terms to the extent practicable, but without prejudice to their respective rights and remedies. Nothing in these Terms will preclude a party from seeking urgent interlocutory relief before a court.

7.     INTELLECTUAL PROPERTY

7.1   Perrin Ag automatically retains ownership of and the right to use all templates, spreadsheets, models, research and other products used or developed in the provision of services to the Client, except where the development of such material is a primary contractual service deliverable for the Client and their ownership is specifically provided for by way of a separate written contract.

7.2   The parties agree that the Client does not acquire any rights to the draft, notes, analysis, and other work papers of Perrin Ag.

7.3   Where applicable the Client agrees that the output data from any OVERSEER files developed in the course of service delivery may be used anonymously by Perrin Ag for the purposes of internal benchmarking of nutrient losses nationwide.

8.     FORCE MAJEURE

8.1   Perrin Ag shall not be liable for any failure or delay in complying with any obligation imposed on it under these Terms if that arises as a result of circumstances outside Perrin Ag’s reasonable control.  

9.     GENERAL

9.1   The performance of the Services may be wholly or partly assigned to or performed by a third party provided that Perrin Ag will remain responsible for the delivery of the Service to the Client.

9.2   No waiver of any breach, or failure to enforce any provision, of these Terms at any time by either party will in any way affect, limit or waive that party’s right to subsequently require compliance with these Terms.

9.3   If any provision of these Terms is or becomes invalid or unenforceable, that provision will be deemed deleted from these Terms.

9.4   These Terms are governed by the laws of New Zealand.