Terms of Service

1. Introduction

1.1 These Terms of Service (Terms) set out the basis on which Auckland Land Surveys Limited (referred to as “we,” “us,” or “our”) will provide surveying, engineering, design, and related professional services (Services) to you, our client (referred to as “Client,” “you,” or “your”).

1.2 By engaging us for any Services, you accept and agree to be bound by these Terms. If you do not agree to these Terms, please do not engage our services.

1.3 These Terms may be updated from time to time. The most current version will be posted on our website. By continuing to use our Services, you agree to the current Terms.

2. Scope of Services

2.1 Description: We will provide Services such as land surveying, civil engineering support, design work, or any other related services as agreed in writing (including email) between you and us.

2.2 Variations: If the scope of the Services changes (e.g., broader or additional tasks), we will notify you of any necessary changes to fees, timelines, or other terms. No variation is binding unless mutually agreed in writing.

2.3 Time Frames: Any timeline or delivery date provided is an estimate only, unless we expressly agree in writing that time is “of the essence.”

3. Fees, Invoicing, and Payment

3.1 Fee Structure: Our fees may be on an hourly rate, fixed fee, or other pricing basis as set out in our written agreement or proposal. All fees are exclusive of GST unless otherwise stated.

3.2 Disbursements and Expenses: You will be responsible for all disbursements and incidental costs incurred on your behalf (e.g., council fees, title searches, courier costs). These may be itemized on your invoice, sometimes with a reasonable markup to cover administrative handling.

3.3 Invoices and Payment Terms:

• We will invoice you periodically or upon completion of milestones, as agreed in writing.
  
• Payment is due within [7 or 14] days of the invoice date unless otherwise specified in writing.
  
• If an invoice is not paid on time, we may charge default interest at [5% per month], calculated daily, until payment is received in full. You will also be liable for any collection costs or legal fees (on a solicitor-client basis) incurred in recovering overdue amounts.
  

3.4 Deposit: We reserve the right to require a deposit or retainer before commencing any Services. Such deposit may be applied to final invoices or outstanding fees.

4. Your Responsibilities

4.1 Information and Instructions: You will provide clear instructions and timely information necessary for us to perform the Services. We are entitled to rely on the accuracy and completeness of the information you supply.

4.2 Access: You must ensure we have safe and reasonable access to any site or property (Work Site) needed to perform the Services. You agree to notify us of any specific site hazards, risks, or safety requirements.

4.3 Health & Safety: While we will operate under our internal Health & Safety policies, you will provide all relevant site-specific health and safety instructions or documentation. We may suspend Services if we consider there is a real or potential health and safety risk at the Work Site that is not remedied to our satisfaction.

5. Intellectual Property

5.1 Pre-existing IP: Each party retains ownership of any Intellectual Property (IP) rights that existed prior to commencement of the Services.

5.2 New IP: Subject to payment in full of all fees, any new IP created by us specifically for you in the course of providing the Services (e.g., designs, plans, drawings) will belong to you. However, we reserve a non-exclusive, perpetual license to use that IP (in anonymized or aggregated form) internally for marketing, demonstration of services, or archival purposes.

5.3 Attribution: You must not remove or alter any company logos, watermarks, or disclaimers on deliverables without our written permission.

6. Confidentiality

6.1 Each party agrees to keep confidential any non-public, proprietary, or confidential information disclosed by the other party in connection with the Services. This obligation continues even after completion or termination of these Terms.

6.2 We may disclose such information where required by law, regulation, or court order, or to the extent needed to carry out the Services (e.g., to a professional subcontractor).

7. Liability and Warranties

7.1 Consumer Guarantees: If you are engaging us as a consumer under the Consumer Guarantees Act 1993, nothing in these Terms will limit your rights under that Act. However, if you are engaging us for business purposes, you agree that the Consumer Guarantees Act 1993 does not apply.

7.2 Exclusions: To the maximum extent permitted by law, all warranties, representations, or guarantees (other than those expressly stated in these Terms) are excluded.

7.3 Limitation of Liability:

• Our total liability arising under or in connection with these Terms (whether in contract, tort, or otherwise) is limited to the total fees payable by you for the specific Services giving rise to the claim.
  
• We are not liable for any indirect, consequential, or special loss (including loss of profits, revenue, goodwill, or data).
  

7.4 Third-Party Contractors: Where we engage third-party contractors or consultants on your behalf, we will not be liable for any acts or omissions of those third parties.

8. Termination

8.1 Termination for Convenience: Either party may terminate the engagement by providing written notice if the other party materially breaches these Terms and fails to remedy that breach within [10] working days of being notified.

8.2 Termination on Default: We may terminate immediately if you enter bankruptcy or liquidation, appoint a receiver or administrator, or if you fail to pay any invoice by the due date and do not rectify within [7] days of written notice.

8.3 Consequences of Termination: Upon termination:

• All outstanding fees and expenses become immediately due.
  
• You will return or destroy (at our request) any confidential information belonging to us.
  
• Any clauses intended to survive termination (e.g., confidentiality, liability) will remain in force.
  

9. Dispute Resolution

9.1 If a dispute arises, the parties will first try to resolve it by good-faith discussions. If not resolved within [20] working days, either party may pursue legal or other remedies. This clause does not prevent either party from seeking urgent interlocutory relief.

10. General

10.1 Force Majeure: We are not liable for delays or inability to perform Services if caused by events beyond our reasonable control (e.g., natural disasters, government actions, pandemics).

10.2 Assignment: You may not assign or transfer your rights or obligations under these Terms without our written consent.

10.3 Entire Agreement: These Terms, together with any written quote or agreement referencing them, constitute the entire agreement regarding our Services. They supersede all prior discussions or understandings.

10.4 Governing Law: These Terms are governed by New Zealand law. Any dispute is subject to the exclusive jurisdiction of the New Zealand courts.