Terms and Conditions of Service

DEFINITIONS

In these Terms and Conditions unless the context otherwise requires the expressions:

(a) Renter shall mean and include the Renter jointly and severally where appropriate their respective directors, shareholders, representatives, transferees and assignees;

(b) Vendor shall mean and include the person, firm, or corporation trading as On-Site Technologies.

(c) Proposal shall mean the Proposal created by the Vendor and provided to the Renter prior to the parties agreeing to these Terms and Conditions.

(d) Rented Property shall mean all property owned by the Vendor provided to the Renter pursuant to these Terms and Conditions and the Proposal including but not limited to equipment, packaging, containers and carrier bags, provided to the Renter by the Vendor;

(e) Words importing a singular number or plural number shall include plural number and singular number respectively;

(f) Words importing the masculine or neutral gender shall include every gender;

(g) Rental Period shall mean the duration for which the Vendor has agreed to provide the Rented Property in accordance with these Terms and Conditions.

(h) The Vendor's Loss & Damage Waiver Policy is an optional additional purchase offered to the Renter. A copy of this Policy will be provided to the Renter prior to the parties agreeing to these Terms and Conditions.

(i) Confidential Information and Material includes intellectual property, software licences and as defined in the Confidentiality & Data Protection Policy.

(j) The Confidentiality & Data Protection Policy will be provided to the Renter by the Vendor prior to the parties agreeing to these Terms and Conditions.

(k) The Confidentiality & Data Protection Policy will be signed by the parties when agreeing to the Terms and Conditions.

(l) The Completion Date is the date the Rental Period ends as outlined in the Proposal.

2. RENTAL CHARGES

2.1. The Rental Charges for the Rented Property described in clause 4 are outlined in the Proposal.

2.2. All prices will be in New Zealand Dollars (NZD).

2.3. The Renter agrees to pay a deposit of 40% of the Rental Charges at least Twenty Four (24) days prior to delivery in accordance with clause 3.2.

2.4 No vendor is under no obligation to hold equipment available against any job until the rental deposit has been paid.

2.5. The Purchasers acknowledge that the cost of labour is an estimate of the time spent delivering the Rented Property, installation & On-Site deployment of the Rented Property and creating the Proposal. This estimate is subject to change. The final cost will be calculated and included in the final invoice.

3. PAYMENT

3.1. The Renter agrees to pay all invoices within or in accordance with the payment terms set out below.

3.2. The full and final deposit payment is to be made Twenty Four (24) prior to the delivery of the Rented Property.

3.3. The Renter agrees to pay the final payment within Fourteen (14) business days of the Vendor sending the final invoice.

3.4. Should the Renter fail to pay any invoice within the agree timeframe then the Vendor reserves the right to:

(a) cancel these Terms and Conditions without notice and recover the Rented Property at cost to the Renter;

(b) charge the Renter interest at a rate of 18% per annum (1.5% accumulated monthly) calculated from the date of invoice until paid in full;

(c) charge the Renter for any costs incurred in the recovery of any debts including all legal costs on a solicitor/client basis;

3.5. The Renter agrees to allow the Vendor or their agents to enter the Renter’s premises to recover the Rented Property or other property of equivalent value to the Rented Property for the purpose of exercising its rights in accordance with its security interest under the Personal Properties Securities Register in accordance with clause 17.

3.6.The Renter acknowledges that the initial cost is based on the original brief and rental period and the Vendor reserves the right to charge for all additional reasonable expenses incurred for:

(a) Installation or de-installation that is outside the original scope.

(b) Any delays caused by the Renter.

(d) Any delays in the Renter returning the Rented Property.

(e) Any damage or loss to the Rented Property caused by the Renter.

(f) Any additional consumables or software.

4. RENTAL PERIOD

4.1.The Rental Period is outline in the Proposal Provided. The final date of the Rental Period will be the Completion Date.

4.2. Unless otherwise agreed the Renter will return the Rented Property at the completion or termination of these Terms and Conditions. Any costs associated with the return of missing or withheld Rented Property are to be borne by the Renter.

4.3. If the Completion Date falls on a weekend or public holiday then the Rented Property must be returned by 5.00pm on the last working day prior to the Completion Date or by 9:00am on the working day following at the Vendor’s discretion.

4.4. If the Rented Property is not returned to the Renter by the end of the Rental Period then in the event that the Rented Property is not returned by the Completion Date then the Vendor will charge the Renter additional rental charges which are the Rental Charge divided by 365 days (being the daily charge) plus 1% per day of each day (including part day) the Rented Property is not returned to the Vendor

4.5. The Rental period may be extended if the Renter provides the Vendor with ten (10) working days written notice of their intention to extend the Rental Period.

4.6. If the Vendor agrees to an extension both parties must agree in writing to the extension and agreed price. The Rental Charge will be payable prior to the original Completion Date.

5. RENTED PROPERTY

5.1. The Rented Property will be outlined in the Proposal provided.

5.2. The Renter acknowledges it has examined the Rented Property before accepting it and has satisfied itself that it is in good condition, is suitable for the Renter’s purpose, functions to a high standard, produces accurate readings and complies with prescribed safety standards.

5.3. The Vendor has given no representation or warranty regarding the quality, fitness, safety, suitability or standard of the Rented Property, and no person is authorised by the Vendor to do so.

5.4. The condition of the Rented Property is recorded on the Proposal. The Renter will maintain the Rented Property in its condition at the date of delivery with the exception of fair wear and tear. Any damage (other than fair wear and tear) will be repaired by the Vendor or its appointee and will be charged to the Renter.

5.5. If any of the Rented Property is lost during the Rental Period, or extensions thereof and the Vendor's Loss & Damage Waiver option has not been purchased or in the case that the Vendor's Loss & Damage Waiver option has been purchased and the circumstances surrounding the loss is subsequently deemed by the Vendor to be excluded, the Vendor reserves the right to charge the Renter cost of replacing the Rented Property.

5.6. If any of the Rented Property is not returned at the Completion Date, the Vendor reserves the right to charge the Renter a fee calculated on a day to day basis in accordance with clause 4.4.

5.7. In the event of loss or damage of the Rented Property the Rental Charges will continue until the Retail Price of the Rented Property is paid for in full by the Renter which amount is in addition to the rental charges paid.

6. CONSUMABLES

6.1. The Rental Charges do not include consumable products (e.g. laser printer toner). The Renter agrees to use only consumable products supplied by the Vendor. Any consumables supplied or provided by the Vendor with the Rented Property will be paid for by the Renter.

6.2. The Consumables supplied will be outlined in the Proposal provided.

7. SOFTWARE

7.1. In the event an Operating System or Application Software is included in the proposal then the Renter warrants that the only copies of these made will be for the purpose of security back-up.

7.2. The Renter undertakes to destroy any such back-up copies within three (3) months of the completion date or any extension.

7.3. Where the Renter has requested the Vendor to install Software other than the Operating System on the Rented Property, the Renter warrants that they are the holder of a legitimate licence to the Software, and have the right to install the Software.

7.4. The Renter agrees to indemnify and keep indemnified the Vendor from any loss or damage arising from or in connection with the installation or use of the Software.

7.5. The Renter hereby acknowledges that its use of the Microsoft Products accompanying the Rented Property is governed by the applicable Microsoft End User License Agreement. The Renter acknowledges that prior to agreeing to these Terms and Conditions they have been provided with a copy of the same.

8. RENTER’S INTEREST

8.1. The Renter is not permitted to assign or sell its interest under these Terms and Conditions.

8.2. The Renter cannot sell, mortgage, encumber, sublease, licence the Rented Property.

8.3. The Renter cannot grant a lien or security interest over the Rented Property to a third party.

9. CANCELLATION OF ORDERS

9.1. If the Renter cancels within the 14 days prior to the delivery date, the Renter will be invoiced for all Rental Charges.

9.2. If the Renter cancels within the 30 days prior to the delivery date, the Renter will be invoiced for 40% of the Rental Charges.

9.3. If the Renter cancels during the Rental Period, the Rental Property must be returned to the Vendor within three (3) working days. Any refund of the Rental Charges will be at the Vendor’s discretion.

10. INDEMNITY

10.1. The Renter indemnifies the Vendor against the following events:

(a) any loss of or damage to the Rented Property however arising;

(b) liability for any death, injury or damage to any person or property arising directly or indirectly from the Rented Property or its use;

(d) any loss arising from any part of these Terms and Conditions being void, voidable or unenforceable for any reason;

(e) any loss or liability incurred by the Vendor resulting from possession, use or operation of the Rented Property by the Renter;

(f) any liability which the Vendor may incur under any legislation by reason of the use of the Rented Property for any purpose other than as stated by the Renter to the Vendor; provided that such loss, damage, claim or liability is not due to the Vendor's negligence;

(h) any claim affecting the Vendor's interest in or Title to the Rented Property and any action taken by the Vendor to protect such interest and Title;

(h) any breach by the Renter of its obligations under these Terms and Conditions including any failure to insure or adequately insure the Rented Property or take out the Loss and Damage Waiver cover referred to herein; and

(i) the repossession of the Rented Property and any related storage, repair and/or sale.

10.2. Each indemnity in this clause is a separate and independent obligation and continues after termination of these Terms and Conditions for six months following the Completion Date.

11. LIMITATION OF LIABILITY

11.1. The Vendor will not be liable to the Renter for any loss or damage whatsoever in connection with these Terms and Conditions or the Rented Property.

11.2. In the event that the exclusion of liability in clause 10.1 is unenforceable, the Vendor’s liability is limited to:

(a) The replacement of the relevant Rented Property with the same or equivalent Rented Property;

(b) The repair of the relevant Rented Property; or

12. INSURANCE

12.1. The Vendor will ensure that the equipment is insured during the term of this lease.

12.2. The Renter will not do or permit anything to be done that could affect any insurance policies.

12.3. The Vendor will provide a copy of the insurance policy to the Renter on request prior to the parties entering into these Terms and Conditions.

12.4 In the event of any material loss of equipment by the Renter, The Renter agrees to pay for any and all claims or replacement cost incurred by the Vendor.

13. EQUIPMENT MALFUNCTIONS

13.1. Should the Rented Property malfunction for reasons other than misuse or accidental damage, then the Vendor will repair or replace the product at no charge to the Renter.

13.2. If the circumstances referred to in clause 13.1 occur, the Renter will not be charged during the period the repair or replacement of the Rented Property.

13.3. In the event of malfunction the Vendor reserves the right to replace the Rented Property with an equivalent system.

13.4. In the case of malfunctions or damage caused by accident or misuse the Rented Property will be repaired by the Vendor or its appointee and charged to the Renter.

14. GOODS AND SERVICES TAX (GST)

14.1. Unless otherwise specified the rental charges shall include all taxes.

14.2. The Vendor reserves the right to adjust the GST inclusive price in the event that the GST rate increases or decreases.

15. PRIVACY AND CONFIDENTIALITY

15.1. The Vendor will comply with privacy policy in respect of any personal information the Renter provides to the Vendor. A copy of the Non Disclosure Agreement & Data Protection Policy is visable at www.on-site.co.nz

15.2. Other than as required in the provision of the Services, neither party shall use or disclose any Confidential Information of the other party to any third party without prior approval in writing from the disclosing party. In giving written approval, the disclosing party may impose such terms and conditions as it thinks fit.

15.3. The Vendor shall return all Renter Material within five (5) Business Days of a written request from the Renter. The Renter shall return or destroy all Vendor’s Confidential Information and Material within five (5) Business Days of a written request from Vendor.

15.4. The recipient of the Material and Confidential Information shall ensure that all Material and Confidential Information of the disclosing party which is in its custody for purposes connected with these Terms and Conditions shall be protected at all times from unauthorised access or use by a third party or misuse, damage or destruction by any person.

15.5. The obligations on the parties under this clause will not be taken to have been breached where the information referred to is required by law to be disclosed.

15.6. The provisions of this clause will remain in force following the expiration or termination of these Terms and Conditions for twelve (12) months.

16. LOSS AND DAMAGE WAIVER

16.1. The Vendor's Loss & Damage Waiver policy covers loss or damage as a result of physical and external means. This Loss & Damage Waiver policy is subject to:

(a) The Renter immediately notifying the Vendor of any damage or loss. In the event of theft the police must be notified within 24 hours and a copy of the police report submitted to the Vendor;

(b) the Renter submits a written statement ("Loss & Damage Waiver Report") detailing the loss or damage sustained, how it arose and what action was taken to minimise the loss or damage;

(d) the acceptance of any claim is at the sole discretion of the Vendor.

16.2. In any case, the Renter accepts and agrees that the Loss and Damage Waiver Policy set out herein only covers losses detailed above and any other loss including without limitation any personal injury or any consequential loss either directly or indirectly as a result of damage to or loss of the covered items shall be excluded and specifically agrees that the following exclusions to a successful claim on the Loss & Damage Waiver apply:

(a) Any item being dropped overboard on inland or coastal waters;

(b) Theft without forced or violent entry;

(c)Theft by the Renter, its agents or employees or while not in their direct control;

(d) Misuse or abuse of item(s);

(e) Any acts of negligence, malice, lack of care or any deliberate act(s) causing loss or damage

17. PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”)

17.1. The Renter acknowledges that they are granting the Vendor a security interest in favour of the Vendor that secures payment of the Rented Property.

17.2. The Renter will do all things necessary to enable the Vendor to perfect and maintain their security interest including allowing the Vendor to enter the Renter’s premises without notice to repossess the equipment.

17.3. The Renter will pay all costs and expenses that the Vendor incurs in connection with the registration, maintenance and discharge of their security interest.

17.4. The Security Interest will be released at the Renter’s cost at the end of the Rented Period on the Renter’s request.

18. INTELLECTUAL PROPERTY

18.1. The Renter acknowledges and agrees that all Intellectual Property rights in Vendor Material, Vendor’s Confidential Information, any literary and artistic works and other materials produced by Vendor in tendering for the Customer’s business, as well as Vendors systems and processes used in the management and delivery of services, shall remain the sole and exclusive property of Vendor.

18.2. For the avoidance of doubt and unless otherwise stated, each party retains Title to all of its Intellectual Property existing prior to these Terms and Conditions and all Intellectual Property created by it after these Terms and Conditions are executed.

19. NOTICES

19.1. A notice, consent or other communication under these Terms and Conditions is only effective if it is in writing, signed and either left at the addressee's address or sent to the addressee by mail, fax or email. If it is sent by mail, it is taken to have been received five (5) Business Days after it is posted. If it is sent by fax or email, it is taken to have been received when the addressee receives it in full and in legible form.