TERMS OF TRADE
- 1.1The following definitions apply in these Terms:
- Authorised User has the meaning given at clause 4.2.
- Bug Control means Bug Control New Zealand Limited, a company incorporated and registered in New Zealand with company number 1811088.
- Customer means member provided with access to the OCM pilot.
- Deposit means 50% of the price of the Services.
- eManual means the electronic version of the Bug Control Infection Prevention & Control Manual, accessed via Manula.com.
- E-Services means the provision of access to any of Bug Control’s online services.
- HSWA means the Health and Safety at Work Act 2015.
- Intellectual Property means all intellectual property, including (but not limited to) copyright, reports, software, trade marks, or any other intellectual property prepared or created by Bug Control in relation to the Products, Services or E-Services.
- Membership means the membership programme comprising the membership benefits described in the Proposal.
- Products means products supplied by Bug Control to the Customer.
- Proposal has the meaning given at clause 3.2.
- Services means:
- (a) audit services undertaken by Bug Control at the Customer’s aged care facility or facilities and the provision of a report in relation to that audit; and/or
- (b) consultation services delivered by Bug Control to a customer either onsite or online using a video communication platform (such as Zoom),
- Subscription has the meaning given at clause 6.1(c).
- Terms means these Terms of Trade.
- Website means Bug Control’s website at https://infectionprevention.co.nz/.
- 3.1 The Customer may order Products and/or request Services or E-Services from Bug Control via email, telephone or any other method agreed with Bug Control in writing.
- 3.2 An agreement relating to the initial supply of the Products and/or performance of the Services or E-Services will only be formed once Bug Control has provided its proposal (Proposal) to the Customer in relation to the relevant Products, Services, or E-Services and the Customer has signed the Proposal to indicate its acceptance of the Proposal and these Terms.
- 4.1 Bug Control will create an account on behalf of the Customer to enable the Customer to access Bug Control’s E-Services.
- 4.2 During the registration process, the Customer will be required to provide Bug Control with certain information in order to establish a username and a password for each individual who is authorised to use the E-Services on the Customer’s behalf (an Authorised User). The Customer agrees to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. Bug Control reserves the right to suspend or terminate a Customer’s account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete.
- 4.3 The Customer is responsible for:
- (a) safeguarding its password(s);
- (b) ensuring that only appropriate and authorised staff members are given access to the E-Services;
- (c) monitoring staff usage of the E-Services to ensure compliance with these Terms;
- (d) ensuring that logins and passwords are only used by the individual Authorised User to whom they have been issued, and are not shared with or disclosed to other individuals; and
- (e) any activities or actions under its account, whether or not the Customer has authorised such activities or actions.
- 5.1 The price for the Services, E-Services and Products will be specified in the Proposal. Bug Control reserves the right to increase its prices once in each calendar year. Changes to the prices will be effective when notified to the Customer using the email address that Bug Control holds on file for the Customer or its accounts department.
- 5.2 All prices are in New Zealand dollars and are inclusive of GST.
- 5.3 No delivery fee is payable in respect of Products ordered in accordance with these Terms.
- 5.4 If Bug Control provides notice of an increase in its prices to the Customer and the Customer wishes to terminate these Terms as a result of that increase, the Customer may do so by providing written notice to Bug Control. The Customer will be able to continue to use the Subscription until the expiry of its current subscription period.
- 6.1 Bug Control will invoice the Customer for, as applicable, the:
- (a) price of the Products or the Deposit (as applicable) on receipt of the Customer’s order.
- (b) balance of the price for the Services on completion of the audit of the Customer’s facility or facilities.
- (c) price for the E-Services monthly (in advance) in order for the Customer to access and use the E-Services, such access being valid for one calendar month upon each renewal (Subscription). The Subscription automatically renews (and Bug Control will invoice for the price) each month until the Customer ends its Subscription in accordance with clause 5.4 or clause 9.3.
- 6.2 The Customer must pay Bug Control’s invoice in full, without deduction or setoff, on or before the date that is 14 days after the date of Bug Control’s invoice. However, Bug Control may withdraw this provision of credit and withhold the delivery of Products, the performance of additional Services, or the provision of access to the E-Services to the Customer until payment has been made if Bug Control considers at any time that the Customer’s creditworthiness is unsatisfactory.
- 6.3 If the Customer does not pay any invoice when due, then (without prejudice to any other rights Bug Control may have) Bug Control may:
- (a) charge interest on the outstanding amount at 12% per annum (calculated daily) until payment is made in full;
- (b) charge any collection costs and legal costs on a solicitor/own client basis; and/or
- (c) suspend the supply of further Products or Services to the Customer under clause 12.1(a).
7. Delivery and Risk
- 7.1 If the Customer orders Products from Bug Control, this clause 7 will apply in addition to the rest of these Terms.
- 7.2 Bug Control will endeavour to dispatch the Products to the physical address supplied by the Customer as soon as possible once the order is completed.
- 7.3 If Bug Control provides the Customer with an estimated delivery date, Bug Control will not be liable for any loss or damage suffered by the Customer or any other person for failure to deliver the Products by that date.
- 7.4 Risk of any loss or damage to the Products passes to the Customer once the Products have been delivered to the address supplied by the Customer.
- 8.1 If the Customer requests that Bug Control provide Services, this clause 8 will apply in addition to the rest of these Terms.
- 8.2 Bug Control is not obliged to commence its performance of the Services until the Deposit is paid by the Customer in accordance with clause 6.
- 8.3The Customer will provide Bug Control with reasonable access to the facility (or facilities) at which Bug Control are to perform the Services to enable Bug Control to perform those Services.
- 8.4 The Customer must inform Bug Control of any risks or hazards that Bug Control may encounter at the Customer’s facility (or facilities) while performing the Services.
- 8.5 The parties must consult, cooperate and coordinate with each other regarding the parties’ overlapping obligations under, and what is required from each party to assist the other to comply with, the HSWA as it relates to or affects the performance of these Terms or the Services.
- 8.6 The Customer must comply with all reasonable directions of Bug Control relating to any health and safety matter concerning Bug Control’s provision of the Services at the Customer’s facility (or facilities).
- 8.7 Bug Control may engage subcontractors to assist it in carrying out the Services.
- 8.8 The parties will both comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.
9. Subscription to E-Services
- 9.1 If the Customer has purchased a Subscription to access the E-Services, then, subject to the Customer’s compliance with these Terms, Bug Control grants to the Customer a non-exclusive licence, with no right to sublicense, to access and use the relevant E-Services for the Customer’s internal purposes. This licence will terminate at the expiry or termination of these Terms. This licence includes the right to use any documentation and other materials provided by Bug Control to enable the Customer to access and use the E-Services.
- 9.2 The Customer agrees to only use the E-Services in a way that complies with all applicable laws and regulations, that does not infringe the rights of Bug Control or others, and that does not inhibit or restrict other users’ enjoyment of the E-Services. Without limiting the foregoing, the Customer will not (and will not allow any third party to):
- damage or harm the E-Services, or any underlying or connected network or system;
- modify, adapt, translate or otherwise create derivative works based on the E-Services;
- rent, lease, sell, assign, distribute or otherwise transfer rights in the E-Services, allow any third party to use the E-Services, or otherwise commercially exploit them in any way;
- use, post, transmit or introduce any device, software or routine that interferes or attempts to interfere with the operation of the E-Services; use the E-Services to do anything unlawful, misleading, malicious or discriminatory; or
- attempt to view, access, modify or copy any data or content other than that which the Customer is expressly authorised to access.
- 9.3 Subject to clause 5.4, the Customer may end its Subscription with a minimum of one month’s written notice to Bug Control at any time. If the Customer ends its Subscription in accordance with this clause 9.3, then the Customer will be able to continue to use the Subscription until the expiry of the subscription period which follows the expiry of the notice period.
- 9.4 In addition to its other rights in these Terms, Bug Control may end a Customer’s Subscription or cancel its account with a minimum of one month’s written notice to the Customer at any time.
- 9.5 Bug Control may also cancel a Customer’s use of all or any part of the E-Services immediately if:
- (a) it is reasonably necessary to do so for operational or technical reasons;
- (b) Bug Control believes (on reasonable grounds) that the Customer is using the E-Services in breach of these Terms; or
- (c) the Customer does not pay the applicable price to Bug Control when due.
10. Intellectual Property
- 10.1 The Customer agrees that all Intellectual Property shall be and remain owned by Bug Control at all times, including following termination of these Terms
- 10.2 Except for the licence granted at clause 9.1, Bug Control does not grant any other licence to the Customer in respect of the Intellectual Property.
- 10.3 The Customer must not, and must not to attempt or assist, authorise, enable or permit anyone else, to:
- (a) copy or adapt the Products or any of the deliverables relating to the Services; or
- (b) redistribute or resupply the Products or any of the deliverables relating to the Services.
- 10.4 The Customer grants to Bug Control a licence to use the Customer’s name and logo in relation to Bug Control’s provision of Services and E-Services to the Customer. This use will include displaying the Customer’s logo on the Website and at Manula.com.
- 11.1 The Customer agrees that the Consumer Guarantees Act 1993 will not apply in relation to the supply of Products, Services and/or E-Services to the Customer in accordance with these Terms as the Customer is a business acquiring the Products, Services and/or E-Services for the purpose of its business.
- 11.2 If Bug Control is liable to the Customer for any reason then Bug Control’s liability will be limited, at Bug Control’s discretion:
- (a) in relation to the supply of Products, to the re-supply of the Products, the repair of the Products or an amount equal to the price paid by the Customer for the Products; and
- (b) in relation to the supply of Services or E-Services, to the re-supply of the Services or E-Services or an amount equal to the price paid by the Customer for the Services or E-Services.
- 11.3 Bug Control will not be liable for any loss of profits or any indirect or consequential loss or damage arising out of these Terms or Bug Control’s dealings with the Customer.
- 111.4 The parties acknowledge that Bug Control may update the content of the Products and/or E-Services from time to time, in particular to reflect current standards and legislation. Bug Control will not be liable to the Customer in relation to the Customer’s use of non-current versions of any content which has previously formed part of the Products and/or E-Services.
12. Suspension or Termination
- 12.1 Bug Control may suspend the supply of Products, Services or E-Services to the Customer if:
- (a) the Customer does not pay an invoice when due;
- (b) any credit limit Bug Control have agreed to grant to the Customer is or is likely to be exceeded;
- (c) Bug Control has any concerns about the Customer’s creditworthiness; or
- (d) Bug Control otherwise determines that it is necessary to suspend the supply of Products or Services to the Customer.
- 12.2 These Terms may be terminated immediately by either party giving written notice to the other as a result of:
- (a) the other party’s default under these Terms; or
- (b) the other party becoming insolvent, or being subject to the appointment of a receiver, manager, liquidator, or statutory manager, or committing an act of bankruptcy, or making a scheme of arrangement with its creditors.
13. Events Beyond Bug Control’s Control
- 13.1 Bug Control reserves the right to suspend or terminate the operation of these Terms if Bug Control is prevented from or delayed in the carrying on of Bug Control’s business due to circumstances beyond Bug Control’s reasonable control.
14. Variations to these Terms
- 14.1 Bug Control reserves the right to make changes to these Terms. Bug Control will provide notice of the change by providing the updated terms to the Customer by email. Any changes will apply to all orders made after that time.
15. No Waiver
- 15.1 Bug Control will not be deemed to have waived any right under these Terms unless the waiver is in writing and signed by Bug Control. A failure to exercise or delay in exercising any right by Bug Control under these Terms will not operate as a waiver of that right. Any such waiver will not constitute a waiver of any subsequent or continuing right or of any other provision in these Terms.
16. No Assignment
- 16.1 The Customer may not assign or transfer any of its rights or obligations under these Terms without Bug Control’s prior written consent.
18. Governing Law and Jurisdiction
- 18.1 New Zealand law will apply and New Zealand courts will have jurisdiction in relation to these Terms and any claims arising out of any transaction between the Customer and Bug Control.