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Terms and Conditions

​GENERAL TERMS AND CONDITIONS

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  1. PROVISION OF SERVICES​

 

  1. The parties will agree on a statement of work (Statement of Work) detailing the Services that the Client has engaged Synergy Care Limited to perform. Synergy Care Limited shall perform the Services in accordance with the Statement of Work and these general terms and conditions (General Terms), and the Client shall pay Synergy Care Limited the fees in accordance with the Statement of Work (Fees).

     

    1. In addition to the General Terms, the following specific terms (Specific Terms) shall apply:

  2. Synergy Care Limited offers several different services which the Client may wish to engage Synergy Care Limited to perform (Services).

  1. Schedule 1 applies to Labour Hire and Recruitment Services for the construction and trades sector.

  2. Schedule 2 applies to Immigration Support Services.

  3. Schedule 3 applies to Human Resources and/or Health and Safety support and advice.

    1. In the event of a conflict, the Statement of Work shall prevail over the Specific Terms, and the Specific Terms shall prevail over the General Terms.

    2. A Statement of Work may be completed in the form provided in this agreement, or in any other written format (for example, via an email exchange between parties).

    3. Notwithstanding clauses 1.2 and 1.3, the General Terms and relevant Specific Terms will continue to apply for all Services provided by Synergy Care Limited to the Client, even if the parties fail to complete a Statement of Work.

    4. Every time the Client uses Synergy Care Limited Services it is deemed a reconfirmation of the Client’s agreement to the General Terms and the relevant Specific Terms.

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2. FEES AND PAYMENT​

 

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  1. The Client will pay all Fees invoiced by Synergy Care Limited within 7 days following the receipt of invoice.

  2. The Fees may be reviewed and amended by Synergy Care Limited as notified to the Client from time to time.

  3. If the Client fails to pay any amount due under this agreement, Synergy Care Limited may without prejudice to its other rights require the Client to pay interest on the amount due from the due date until the date of payment, at a rate equal to 5% above the current overdraft rate that Synergy Care Limited has with its principal banker (in addition to the Client remaining liable for the full amount outstanding).

  4. Any expenses, disbursements and legal costs incurred by Synergy Care Limited in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitors’ fees or debt collection agency fees.

  5. All sums payable by the Client shall be made in full without set-off or counterclaim and, except to the extent required by law, free and clear of any deduction on account of tax or otherwise. A dispute, mediation, or arbitration, between Synergy Care Limited and the Client, does not entitle the Client to set off against, or withhold payment of, any money owed to Synergy Care Limited.

  6. Unless specifically stated to the contrary in the Specific Terms or Statement of Work, the Services shall be performed on a Time and Materials Basis. The Client bears the risk of cost overruns and delays on work performed on a Time, Direct Costs and Materials Basis.

  7. In respect of Services performed by Synergy Care Limited on a time and direct costs, and materials basis, Synergy Care Limited shall report monthly to the Client the time charged and expenses incurred. Such reports are not in substitution for invoices.

  8. All Fees noted in this agreement are GST exclusive unless stated otherwise and are in New Zealand Dollars.

  9. If more than one person or entity is listed as the Client, each person or entity is jointly and severally liable for payment of all Fees and other charges.

 

  1. LIABILITY & LIMITATION

    1. Synergy Care Limited would also like all clients to be aware that circumstances can change at short notice that are beyond the control of Synergy Care Limited, such as changes in governmental legislation and policy. To the maximum extent permitted by law, all liability and responsibility of Synergy Care Limited to you or any other person under this agreement is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. Synergy Care's liability and responsibility is excluded.

    2. Synergy Care Limited shall not have any liability or responsibility to the Client for any loss which does not flow directly or naturally (i.e. in the ordinary course of things) from a breach of this agreement including, in each case consequential loss of business or profits or other loss. Synergy Care Limited shall only be liable for losses (excluding loss of business or profits) which flow directly or naturally from a breach of this agreement up to a maximum of the amount paid by the Client for the Services for the six-week period preceding the date of the event giving rise to the claim under this agreement.

    3. Without limiting clause 3.1 in any way, under no circumstances shall Synergy Care Limited be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

 

  1. INTELLECTUAL PROPERTY

    1. Intellectual Property means all intellectual property and proprietary rights (whether registered or unregistered) owned by Synergy Care Limited prior to performance of the Services, developed by Synergy Care Limited in performance of the Services or developed by  Synergy Care Limited outside of, or after, performance of the Services, and without limitation includes business names, trade or service marks, any right to have information (including confidential information) kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, databases, know-how, logos, designs, design rights, copyright, manuals, protocols, procedures, manuscripts or documentary records, whether in print form or electronically and similar industrial or intellectual property rights.

    2. All Synergy Care Limited Intellectual Property will remain the property of Synergy Care Limited.

  2. Synergy Care Limited grants to the Client a world-wide, non- exclusive, royalty free licence to use Synergy Care Limited Intellectual Property for the purpose agreed to between the Client and Synergy Care Limited to the extent that it is needed for the enjoyment and benefit of the Services.

  3. If this agreement is suspended or terminated by either party the Client shall cease to use the Supplier’s Intellectual Property.

  4. Synergy Care Limited agrees to keep confidential all information relating to the Client or any client of the Client, which is at any time made available to Synergy Care Limited.

 

  1. SUSPENSION AND TERMINATION

    1. Synergy Care Limited may suspend its obligation to supply the Services if a dispute is raised in accordance with clause 7, until that dispute has been resolved, or if Synergy Care Limited has notified the Client that the Client breached this agreement, and the Client has failed to remedy that breach.

    2. Either Synergy Care Limited or the Client may terminate this agreement by providing written notice of not less than 3 months to the other.

    3. Either party may terminate this agreement immediately by notice in writing, upon:

  1. the other party committing any breach of this agreement that is incapable of remedy.

  2. the other party failing to remedy any breach of this agreement that is capable of remedy within 30 days of notice of that breach having been given by the non- defaulting party to the other party: and

  3. the commencement of liquidation or the insolvency of the other party (except for the purposes of solvent amalgamation or reconstruction) or upon the appointment of a receiver, statutory manager, or trustee of the other party’s property.

 

  1. FORCE MAJEURE

    1. Either party may suspend its obligations to perform this agreement if it is unable to perform as a direct result of a war, riot, strike, natural or man-made disaster or other circumstance of a similar nature (Force Majure Event). Any such suspension of performance must be limited to the period during which the Force Majure Event continues.

    2. Where a party’s obligations have been suspended pursuant to clause 6.1 for a period of 30 days or more, the other party may immediately terminate this agreement by giving notice in writing to the other party.

 

  1. DISPUTE RESOLUTION

    1. Where any dispute arises between the parties concerning this agreement or the circumstances, representations, or conduct giving rise to the agreement, no party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 7.

    2. The party initiating the dispute (the first party) must provide written notice of the dispute to the other party (the other party) and nominate in that notice the first party’s representative for the negotiations. The other party must within seven days of receipt of the notice give written notice to the first party, naming its representative for the negotiations. Each representative nominates have authority to settle or resolve the dispute.

    3. If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation.

    4. The mediation must be conducted in terms of the LEADR New Zealand Inc Standard Mediation agreement (LEADR). The mediation must be conducted by a mediator at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected and his or her fee determined by the Chair for the time being of LEADR.

 

  1. GENERAL

    1. The Client shall not assign its rights under this agreement.

    2. This agreement constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement.

    3. No amendment to this agreement will be effective unless it is in writing and signed by both parties.

    4. No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.

    5. Any provision of this agreement that is illegal, invalid, or unenforceable will be severed to the extent that it is illegal, invalid, or unenforceable, with the remainder of the agreement continuing in full force.

    6. The agreements, obligations and warranties contained in this agreement shall not merge on completion of the transactions contemplated by it but shall remain in full force until satisfied.

    7. Services provided to all business Clients or for commercial purposes are expressly excluded from all provisions under Consumer Guarantees Act 1993.

    8. This agreement may be executed in two or more counterparts, all of which together will be deemed to constitute one and the same agreement.

    9. This agreement shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

    10. “We” and “us” both refer to Synergy Care Limited. “You”and “your” both refer to the Client.

 

  1. WARRANTY

    1. Where the Client is a company, the person(s) signing this agreement on behalf of the Client personally warrant(s) that:

  1. That person or those persons have the power to enter and have properly signed this agreement in accordance with the terms of the Companies Act 1993 and/or the Client’s constitution.

  2. The Client will perform its obligations under this agreement.

 

  1. CONFIDENTIAL INFORMATION

    1. Synergy Care Limited will hold all information provided by the Client in strict confidence and will not divulge any such information except where required for directly performing the Services, permitted to do so by law, or where the Client expressly or impliedly authorises such disclosure.

 

  1. DECLARATION OF STATUTORY COMPLIANCE

    1. By signing and/or agreeing to these General Terms in any form of communications with Synergy Care Limited or any of its representatives, I/We/Us confirm on behalf of the Client engaging or contracting the Services from Synergy Care Limited that as a Client I/We/Us:

  1. Has an NZBN number with the Companies Office or the Ministry of Business, Innovation and Employment (MBIE)

  2. Are note in the labour inspectorate’s stand down list

  3. Declare that are not subject to an immigration stand-down period.

  4. Declare that have not received a prison sentence for specific offences under the Immigration Act 2009.

  5. Declare that are not convicted of specific offences under the Immigration Act 2009 or Crimes Act 1961.

  6. Declare that are not aware of any cases pending, prosecutions under way, or investigations that could lead to inclusion on the labour inspectorates’ stand down list; and

  7. Declare that are not aware of any cases pending, prosecutions under way, or investigations relating to specific offences under the Immigration Act 2009 or Crimes Act 1961.


 

SCHEDULE 1: LABOUR HIRE AND RECRUITMENT

 

  1. BACKGROUND AND DEFINITIONS

    1. This Schedule 1 applies in addition to the General Terms where the Client engages Synergy Care Limited to provide the services of a temporary worker, employee, or to assist with the recruitment of a permanent employee.

    2. The term candidate refers to both temporary workers employed by Synergy Care Limited, and permanent employees.

 

  1. RATES AND PAYMENTS – BUSINESS TO BUSINESS (B2B) LABOUR HIRE ASSIGNMENTS WITH SYNERGY CARE

    1. Candidates at Synergy Care Limited engaged with a Client under a B2B assignment are paid by Synergy Care Limited only. Synergy Care Limited is responsible for the wages, annual leave, statutory holiday pay, KiwiSaver, ACC levies, bereavement leave, special leave, and taxation of the direct employees.

    2. The fee for employee B2B assignments is based on an hourly rate, charged for each hour that Synergy Care Limited candidate has worked for the Client, with a minimum charge of four (4) hours per day per candidate.

    3. The Client will be invoiced weekly for work carried out by a Synergy Care Limited candidate, pursuant to the weekly timesheet authorised by the Client (or pursuant to such other information provided by the Client where a timesheet has not been provided).

    4. The rates for all B2B assignments may vary according to the availability and skill sets of the appropriate candidate, general industry rates, and any external influences (including, but not limited to, general wage orders, legislation, fees, or levies). Rates will be recorded in the Statement of Work.

    5. The candidate will only commence work once the rate has been agreed to by both Synergy Care Limited and the Client.

 

  1. RATES AND PAYMENTS – PERMANENT CANDIDATES

    1. Permanent candidates are paid by the Client only. The Client is responsible for the wages, annual leave, statutory holiday pay, KiwiSaver, ACC levies, bereavement leave, special leave, and taxation of the permanent candidates.

    2. The placement fee (Placement Fee) for the engagement of a permanent candidate becomes payable the Client’s offer and candidate’s acceptance of employment and is a percentage of the full annual income package (Commencing Income), as recorded in the Statement of Work. If a Placement Fee is not recorded in the Statement of Work, it will be calculated as 18% of the Commencing Income.

    3. Commencing Income is the summation of salary or wages, commissions, bonus, allowances, and all other forms of remuneration. When remuneration contains incentive rewards, the estimated annual income in the first year of service applies. Where a client vehicle is part of the package, it is valued at a nominal amount of up to

$10,000 per annum.

  1. The minimum fee chargeable for a permanent placement is $3,000 + GST.

 

  1. STATUTORY HOLIDAYS

    1. Notwithstanding clause 2.1, the Client (and not Synergy Care Limited) will be liable to pay for the Christmas and New Year statutory holidays if the candidate starts with the Client after 1 December, and is to return to the same assignment after the 2nd January.

    2. In accordance with the Holidays Act 2003, candidates required to work on statutory holidays must be paid time and a half for the time worked and be paid a day in lieu. These extra penal rates will be passed on to the Client but will be at cost only.

 

  1. CONTINUED EMPLOYMENT

    1. All candidates are under contract and employed by Synergy Care Limited. If a candidate is employed in any capacity by the Client, or by any other person or entity following a referral or introduction by the Client, within twelve months of referral by Synergy Care Limited, and/or negotiations between Synergy Care Limited and the Client, the Client will pay a Placement Fee to Synergy Care Limited calculated in accordance with clause 3.2.

    2. No candidate can transfer to the Client’s employment unless the Client’s account with Synergy Care Limited is paid in full, including payment of the Placement Fee (if required by clause 5.1).

 

  1. CANCELLATION

    1. Any cancellation of an assignment by the Client must be advised to Synergy Care Limited (not the candidate) as soon as possible. Notification to the candidate on the assignment is not notice of cancellation to Synergy Care Limited.

  2. If less than twelve hours’ notice of cancellation of a temporary assignment is given, the Client will pay Synergy Care Limited a fee equal to four (4) hours at the agreed hourly rate.

  3. If the Client cancels a permanent placement request before the role has been filled and more than three weeks after the work has been requested, the Client will pay Synergy Care Limited their reasonable costs incurred for work carried out by Synergy Care Limited which will be a minimum charge of $750.00 plus GST plus any advertising costs that have been incurred for the role.

 

  1. SUBSTITUTION

    1. Synergy Care Limited, at its sole discretion may substitute one candidate for another on any casual assignment.

 

  1. GUARANTEE

    1. If a candidate is found to be unsatisfactory by the    Client within four (4) hours of the start of their assignment and Synergy Care Limited is informed within that time, then no charges will be incurred by the Client in respect of that candidate.

    2. If a candidate in a permanent placement is found to be unsatisfactory by the Client and ceases to be employed by the Client within three months of the start of their assignment and Synergy Care Limited is informed within that time, then Synergy Care Limited undertakes to replace the candidate. When a replacement is made the original fee will be credited and a new invoice issued, based on the same fee structure. If a replacement is not required or if a suitable replacement cannot be found within a reasonable period, Synergy Care Limited will issue a credit, to be offset against future fees, calculated as follows:

  1. 75% of the fee for termination in the first month.

  2. 50% of the fee for termination in the second month.

  3. 25% of the fee for termination in the third month.

    1. The replacement guarantee applies only if the full fee has been paid within 14 days of the candidate’s commencement. However, it does not apply when redundancy, merger, takeover, company closure, relocation, restructuring, change of job specification or employment contract, or change of management affects the appointment. The guarantee will not apply beyond one replacement. If the guarantee is invalidated the Client will not be entitled to receive replacement candidates and the fee will remain due.

 

  1. LIABILITY

    1. Synergy Care Limited makes every effort to ensure that the candidate provided for a temporary assignment or permanent role has the skills and ability required for the assignment. Notwithstanding this, the Client will:

  1. Supervise, direct, and control Synergy Care Limited candidate while on assignment.

  2. Synergy Care Limited will in joint co-ordination with the Client control the availability of the candidate and ensure that the work done by the candidate is within the scope of the work and skills of the candidate whilst observing immigration and employment laws.

  3. Be responsible for all acts and omissions of the candidate working for the client.

    1. If a temporary candidate is put forward by Synergy Care Limited to the Client for a permanent role, the Client has absolute discretion and liability as to the employment of that candidate.

    2. Synergy Care Limited will ensure that all candidates supplied for an assignment will be familiar with the type of work that they are required to perform. They will also be advised of the general nature of any dangers relating to the work environment they are being placed into. The Client will have the final responsibility of determining the fitness for purpose of the candidate.

    3. Synergy Care  Limited will not be liable for any loss, damage or expense suffered by the Client or any third party from the acts or omissions of a candidate.

    4. The Client indemnifies Synergy Care Limited against any loss, damage or expense suffered by Synergy Care Limited arising from any act or omission of a candidate on assignment to the Client.

    5. The provision of this clause 9 shall continue to bind the parties and their successors, after any assignment or placement has ended.

    6. Synergy Care Limited will use all reasonable endeavours to source and locate candidates to meet the needs of the Client however Synergy Care Limited shall not be liable for any losses or damages to the Client if Synergy Care Limited cannot or do not supply any such candidates.

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  1. WORKPLACE HEALTH AND SAFETY

    1. The Client will provide Synergy Care Limited with a full and complete job description of the duties that the candidate will be required to perform and will ensure that the candidate has read and understood, all policies that the Client has in place before the temporary candidate begins work on site.

    2. Synergy Care Limited and the Client (each as a PCBU under the Health and Safety at Work Act 2015 (HSWA)) acknowledge they each have responsibilities for the safety and health of candidates, including the duty to eliminate or minimise risks to health and safety (as the case may be) so far as is reasonably practicable, and an obligation to consult, co-operate, and co- ordinate with each other in respect of that duty. The Client acknowledges that:

  1. The Client manages and/or controls the place of work of the candidate, and that Synergy Care Limited does not.

  2. If there is a prosecution under the HSWA, the Client may be liable for any penalties, as well as Synergy Care Limited, as determined by that prosecution.

  3. The Client warrants that it will comply with its duties under the HSWA and any regulations made under it, including the duty to consult, co-operate and co- ordinate activities with Synergy Care Limited where the parties have the same duty. In particular (and without limitation) the Client warrants that:

  1. They have a health & safety policy and plan in place and will always supply the candidate with a safe workplace.

  2. They shall have an effective risk assessment and control process in place and will make those available to Synergy Care Limited upon request.

  3. They will advise Synergy Care Limited of any required Health & Safety training/induction so that Synergy Care Limited can ensure the candidate attends.

  4. They will provide the candidate with appropriate supervision to ensure the safe completion of each assignment.

  5. They will consult, co-operate and co-ordinate with Synergy Care Limited when managing all Health and Safety matters where a candidate is on the worksite.

  6. If the client is supplying the candidate with any tools or equipment, this must be appropriate for the task and the safe completion of each assignment.

  7. They will ensure all incidents/near hits involving the worker are reported to Synergy Care Limited immediately and will co-operate with any investigation Synergy Care undertakes in respect of the incident/near hit. Where practicable the Client will assist in the return to work of the candidate.

  8. They will allow a Synergy Care Limited health & safety representative on site to assess specific site conditions in relation to Health and Safety, and to assist in the appropriate selection of candidates for the assignment.

  9. If a candidate is injured while working for the Client, Synergy Care Limited will be liable for the first five (5) days ACC payments to the candidate. The Client will be liable for the balance.

 

  1. GENERAL

    1. The candidate is not covered for any loss or damage under Synergy Care’s insurance policy. The Client undertakes to ensure that the candidate is adequately insured against any liability to third parties arising out of the candidate’s acts or omissions while on an assignment.

    2. The candidate shall not be required to use his or her own vehicle during an assignment (unless asked and agreed by the candidate according to the employment agreement with Synergy Care Limited).

    3. Advertising for any placement will not be commissioned by Synergy Care Limited until discussed and agreed to by the Client. All advertising costs will be paid for by the Client or Synergy Care Limited unless otherwise agreed.

 

  1. TESTING AND REFERENCE CHECKING

    1. Testing and reference checking of candidates is carried out by Synergy Care Limited as standard procedure for a candidate registering with Synergy Care Limited.

    2. Synergy Care Limited will use its best endeavours to make known to the Client the candidate employment records, qualifications and salary requirements as accurately and objectively as possible. Synergy Care Limited shall not be liable for any inaccuracies or misinterpretations, or untrue statement made by the candidate.

    3. Except where expressly precluded by the candidate or operation of law Synergy Care Limited will not withhold from the  Client any information known to it concerning the candidate which may adversely affect the client.

 

SCHEDULE 2: IMMIGRATION SUPPORT SERVICES

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  1. BACKGROUND

    1. This Schedule 5 applies in addition to the General Terms where the Client engages Synergy Care Limited to provide immigration advisory services and support (Immigration Services).

 

  1. WE REPRESENT YOU

    1. You engage Synergy Care Limited to act as your agent to provide the Immigration Services and you authorise us to represent you in all dealings with an immigration consultant of either your choice or ours. We may also act on your behalf, during provision of the Immigration Services, with other agencies and organisations as necessary to provision the Immigration Services.

    2. We will act in your best interests and carry out our obligations to you to a high standard.

    3. We will manage the initial preparation of immigration documentation, submission with the immigration consultant and continual oversight of the process through to the immigration application decision and we will regularly communicate with you throughout this process.

    4. You agree that we are authorised to use and disclose the information we collect from you to provide the Immigration Services. Where you provide us with personal information about any other person to enable us to provide the Immigration Services, you confirm that you have the authority from those persons to disclose such information and to authorise us to use and disclose the information to provide the Immigration Services.

    5. We may share your personal information with authorised service providers to which we outsource certain functions and with the immigration consultant.

  2. In accordance with the Privacy Act 1993, you have a right to access any personal information we hold about you and correct any personal information that may be incorrect. If you wish to request access to, or correction of, any personal information held by us, please contact us and we will action your request.

  3. You acknowledge that the final decision of whether a visa or permit is granted is made by Immigration New Zealand.

 

  1. YOUR OBLIGATIONS

    1. You must respond promptly to all our requests to enable us to perform the Immigration Services.

    2. All information you provide to us must be complete, accurate, truthful, and provided within the specified timeframes. We reserve the right to cease to act where you cannot or will not provide instructions required by us or where we are of the opinion that you have misled or deceived us in any material way. If we do cease to act in accordance with this clause, you will still be responsible for payment of our fees for our services incurred to date.

    3. By instructing us to provide the Immigration Services for you, you accept liability to pay the invoices that we will render for work done together with all expenses incurred in respect of your instructions or those of the Candidate, and you agree to be bound by the terms of this Agreement.

    4. You acknowledge that Synergy Care Limited shall not be responsible or liable for any losses, costs, expenses or damages however incurred (direct, indirect, or consequential) arising out of or in connection with the decisions made by the immigration consultant.

 

  1. FEES AND PAYMENT

    1. Fees charged to you by us do not incur New Zealand goods and services tax (GST) if you are based overseas for the entire duration of the Immigration Services. This is deemed an international service and therefore not subject to New Zealand taxes. If you are in New Zealand at any time during the Immigration Services, all Fees will then be subject to GST at the then current rate (currently, an additional 15%), including retrospectively on the initial deposit. You must pay us the GST charged on the Fees in accordance with clause.

 

  1. ADDITIONAL EXPENSES

    1. We will inform you of any potential additional expenses. These additional expenses are specifically excluded from the Fee and are to be paid directly by you to the relevant company or organization. Additional expenses may include, but are not limited to, Immigration New Zealand application fees and levies, registration documents and qualification assessment fees.

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  1. DISCLOSURE OF INTEREST

    1. We may recommend products or services from other companies to assist you with the migration process. We have assessed each of these companies based on reputation, quality of service and value for money. You are by no way bound to use these companies.

 

 

SCHEDULE 3: HUMAN RESOURCES & HEALTH AND SAFETY SUPPORT & ADVICE

 

 

  1. BACKGROUND AND DEFINITIONS

    1. This Schedule 6 applies in addition to the GeneralTerms where the Client engages Synergy Care Limited to provide Human Resources and/or Health and Safety support and advice as part of an on-going subscription service (Subscription Service).

    2. Authorised User means the Client or employee, contractor, agent or another person associated with the Client who has been appointed to access Synergy Care Limited Library.

    3. Synergy Care Limited Document means any individual, set, or grouping of documents from Synergy Care Limited Portfolio.

    4. Synergy Care Limited Library means all Synergy Care Limited handbooks, manuals, brochures, guidelines, templates and other documentation created by Synergy Care for the purpose of providing Human Resources and/or Health and Safety support and advice.

    5. Synergy Care Limited Portfolio means that part of Synergy Care Library that Synergy Care Limited has agreed to grant access to the Client under this agreement.

 

  1. SUBSCRIPTION SERVICE

    1. As well as offering advice on a one-off individual basis, Synergy Care Limited offers Human Resources and Health and Safety support and advice as an on-going Subscription Service. Clients may subscribe to Synergy Care Limited Subscription Service for a minimum period of 12 months, paid monthly in advance from the commencement of the Subscription Service (Subscription Fee).

  2. RIGHT OF ACCESS

    1. Subscribers of the Subscription Service are granted a non-exclusive and non-assignable right to access Synergy Care Limited Portfolio.

    2. This right of access is limited, at any one time, to the number of concurrent Authorised Users recorded in the Statement of Work.

  3. CONDITIONS OF USE

    1. You do not own any of Synergy Care Limited Documents, whether in electronic or hard copy form, obtained directly or indirectly from Synergy Care Library. You acknowledge that copyright exists in each of Synergy Care Limited Documents and that full title to that copyright is at all times retained by Synergy Care Limited.

    2. An Authorised User may download a single copy of a Synergy Care Limited Document and retain that copy for temporary  use on a personal computer for internal purposes only. Synergy Care Limited Documents must not be downloaded on to a CD, data stick, or other portable device, or uploaded to cloud storage.

    3. All downloaded Synergy Care Limited Documents must be deleted upon expiry or termination of your Subscription Service.

    4. The retention of downloaded Synergy Care Limited Documents for the purposes of building up an electronic reference collection is expressly prohibited. At its sole discretion Synergy Care Limited may require you to make a written declaration on behalf of all Authorised Users that destruction of all downloaded copies of Synergy Care Limited Documents has occurred.

  4. Except as otherwise may be expressly permitted at law, you undertake not to modify, merge with other documents, or circulate including via electronic mail, even for your internal purposes, any part of any Synergy Care Limited Document in any form without securing the prior written permission of Synergy Care Limited and you undertake to ensure that no Authorised Users will engage in such activity.

  5. Under no circumstances may a Synergy Care Limited Document, whether in electronic or hard copy form, in full or in part, be sold, or transferred to a third party.

  6. Under no circumstances may any Synergy Care Limited Document be placed on a network of any sort without the prior written permission of Synergy Care Limited.

  7. You will   not   modify, adapt,   translate,   reverse

engineer, decompile, disassemble, or create derivative works based on Synergy Care Limited Documents, or any part of them and you undertake to ensure that no Authorised User will engage in such activity without the prior written permission of Synergy Care Limited.

  1. You undertake to keep all identification information, including logins and passwords, secret and secure and you further undertake to ensure that each Authorised User does the same. Without limiting the foregoing, you agree:

  1. not to permit any third party to use an Authorised User’s login;

  2. not to disclose, or provide to any third party, an Authorised User’s password or any information that may allow them to gain access to Synergy Care Library using an Authorised User’s identification; and

  3. to, always, use all reasonable efforts to ensure that no improper or unauthorised use of any Authorised User’s identification information is made.

    1. You undertake to ensure that no Authorised User attempts to damage, interfere with, or harm Synergy Care website or any network or system underlying or connected to Synergy Care Library, including by using a robot, spider, scraper, or other automated means to access the website, Synergy Care Library, or any of Synergy Care Documents for any purpose.
       

  4. PRICING

    1. Synergy Care Limited may, from time to time, alter the price it charges for access to Synergy Care Library, however, if you are within your first 12 months of your Subscription Service, the changes will only apply to you from the expiry of those first 12 months.
       

  5. TERMINATION

Following expiry of the initial 12-month term, the Subscription Service will continue monthly. The Client may terminate the Subscription Service at any time after the initial 11 months, by providing not less than one (1) month notice in writing to Synergy Care Limited.

  1. Synergy Care Limited is not obligated in any way to provide a refund or credit for any portion of the Subscription Fee not utilised by you.

  2. You remain obligated to pay your full Subscription Fee for the full term of the Subscription Service.

  3. Synergy Care Limited reserves the right to terminate access without notice to the Synergy Care Library if payment of the Subscription Fee is not received by the due date.

  4. At any time, Synergy Care Limited may give notice of a change to the Subscription Fee (which will apply to the next month of your subscription, provided that the Subscription Fee will not increase during your first 12 months).

  5. Synergy Care Limited shall be entitled to terminate you (and your Authorised Users') access to Synergy Care Library automatically and without notice if you or any of your Authorised Users fail to comply with any of these Specific Terms.

  6. Upon termination of your Subscription, you and each Authorised User must destroy all copies of Synergy Care Documents in your or their possession, power or under your or their control, including all partial copies, whether in electronic or hard copy form, directly or indirectly provided by Synergy Care Limited or from Synergy Care Library. At its sole discretion Synergy Care Limited may require a written declaration from you that such destruction has occurred. If, at any time during or after your Subscription Synergy Care Limited believes based on reasonable grounds that you or an Authorised User has breached any of these Specific Terms, you shall permit an independent information technology consultant to act as an auditor, within seven days of being provided notice thereof. You shall permit the auditor (or any other independent person appointed jointly by Synergy Care Limited and you) at a reasonable time during normal business hours (at Synergy Care‘s expense) to inspect (and hereby permit such person to enter any building for such purpose) your and each of your Authorised Users' computers and records for the purpose of verifying compliance with these Specific Terms subject to the execution of an appropriate confidentiality agreement. It is also agreed that, for the avoidance of doubt, the auditor can disclose to Synergy Care Limited such information as is appropriate to enable Synergy Care Limited to have a full understanding of any report being provided by the auditor to Synergy Care Limited.

  7. If because of the auditor’s inspection any irregularities are found in the manner of compliance with these Specific Terms by any Authorised User, or at any other time Synergy Care Limited has factual evidence giving it reason to believe that there are irregularities in the manner of compliance of any Authorised User, and without prejudice to any other rights Synergy Care Limited may have,  Synergy Care Limited shall be entitled, at its discretion:

  8. to undertake a review relating to such irregularities and

  9. to impose such further conditions relating to such irregularities as it deems reasonably necessary to ensure the proper performance under these Specific Terms, and/or to undertake a full review of you and your Authorised Users’ performance under these Specific Terms and to impose such further conditions as it deems reasonably necessary to ensure the proper performance of all obligations under these Specific Terms.

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