Terms & Condtions | 1 less thing

Terms and Conditions

TERMS OF BUSINESS – MENTAL HEALTH CONSULTING SERVICES

In these Terms of Business:

“Accepted Proposal” means our written proposal to you and your signed proposal acceptance.

“Conditions” means these Terms of Business and any other terms, conditions or proposals agreed in writing by you and us. “Contract” means the contractual relationship between us, which includes the Accepted Proposal and the Conditions.

“Products” means any goods supplied by us to you from time to time and includes all written material and images supplied to you (including questionnaires and marketing plans) whether in proof or final versions.

“Services” means the services or products which we or our subcontractors supply to you pursuant to our Contract. “us”, “our” and “we” means One Less Thing Limited trading as One Less Thing Mental Health First Aid.

“you”, “your” or “the Client” means the organisation or individual who engages us to undertake work and who will pay our fees.

1.0 ACCEPTANCE OF TERMS OF BUSINESS

Unless we otherwise agree in writing, these Terms of Business and the Accepted Proposal form the basis of our Contract. If you confirm you would like us to perform Services for you then you have accepted these Terms of Business. If you do not agree with these Terms of Business, you need to let us know before we start to perform any Services.

2.0 BASIS OF SERVICE PROVISION

2.1 SERVICES

Our Services may include any or all of the following consultancy services: creating classroom style courses across manageable learning sessions, including a mix of presentations, group discussions and workshop activities creating increased awareness and knowledge of mental illness. Each session is built around a Mental Health First Aid (MFHA) action plan. We introduce the attendees to mental health issues and interventions throughout the spectrum and include specific action plans for mental health first aid responders. Provide Comprehensive learnings on the application of the MKHA action plans in a variety of situations, including depressive episodes, trauma, suicidal thoughts or behaviours and physical self-harm incidents. We provide detailed sessions on specific mental health illnesses including anxiety, panic attacks, psychosis, substance misuse and crisis first aid techniques. We provide learning and development of MFHA action plans for intervention in these situations including self-care and safety of intervening mental health first aiders. These Services will typically be detailed in our written proposal to you. Any request by you for Services to be provided outside of our original proposal must be made in writing. We will let advise if there will be additional costs to you in performing these new Services.

2.2 TIMEFRAMES

While we will endeavor to ensure we complete our Services within the timeframes outlined in the Accepted

Proposal, the dates indicated are estimates only. We will not be liable to you or any other person for the late completion of any Services.

2.3 INTELLECTUAL PROPERTY

We retain ownership and copyright in all our intellectual property, which includes our brand name, domain name, marketing materials, template documents and systems, and other proprietary information developed by us or by our sub-contractors and used in the provision of Products or Services to you. However, we grant you a non-exclusive, non-transferable, royalty-free licence to use our intellectual property for the term of the Contract solely for the purposes of your business. You may not copy or reproduce any of our intellectual property or share them outside your organisation.

2.4 CONFIDENTIALITY

During the term of the Contract we (you and/or us) may be exposed to confidential information belonging to the other party. We agree such information remains confidential and will only be used for the purposes of complying with our respective obligations under the Contract and will not be disclosed unless required by law or already available to the public except by breach of the Contract. This clause continues after expiry or earlier termination of the Contract.

2.5 YOUR RESPONSIBILITIES

The expected deliverables are outlined in the Accepted Proposal which you are required to sign to confirm the Services and intended outcomes. You are responsible for providing adequate instructions and information to enable us to perform the Services. Should further instructions and information be required to enable us to perform the Services, these will be confirmed in writing prior to the Services being performed. You will comply with all health and safety legislation, including the Health and Safety at Work Act 2015, and provide a safe workplace. You will provide personnel with a list of any identified hazards and take all reasonable steps to eliminate hazards and control risks to health and safety. We will hold any of your property supplied to us on your behalf (including photographs, images, and copy) at your sole risk. The ownership of any digital artwork or equivalent items supplied by you to us will remain with you.

3.0 FEES AND PAYMENT

3.1 FEES

Any fees or prices quoted to you are excluding GST unless otherwise stated and are quoted in New Zealand dollars unless otherwise specified. Unless otherwise agreed in writing, the prices of any Products will be the current price on the day of order and will not include any delivery fees. We are entitled to charge a delivery fee, which will be calculated by reference to the Products purchased and the post code of the address stated in the order.

3.2 ESTIMATES

You may ask us to provide estimates of cost for the provision of certain Services. While we will use all reasonable endeavours to ensure that our costs do not exceed the estimate, this may not always be possible. In these situations, we will provide you with a new estimate of cost for the completion of the required Services.

3.3 RETAINER AGREEMENTS

The Services we perform may be in the form of a retainer agreement whereby you agree to pay a fixed fee per month. The stipulated monthly fee is payable in full in advance by automatic payment set up by you. All fees are exclusive of, and subject to, GST. Any work delivered in addition to, or, outside of the scope of the retainer will be charged at the retainer hourly rate at the end of the month where the overrun was incurred.

You or we can choose not to renew the retainer agreement by providing at least 30 days’ written notice to the other party. The retainer agreement will then end at the expiry of the existing/ current term. Any further Services which you may be entitled under the retainer agreement which are not used within one month of the date of the termination notice (or prior to the expiry of the current retainer term, whichever is the earlier) will be forfeited. If we agree to extend the delivery beyond the expiry date, we may charge a levy of 10% for delivering any outstanding activities.

In the event that the retainer agreement is terminated by you during the contractual term, you will be liable for any unpaid retainer fees for the balance of that term. There will be no refunds or credits.

3.4 INVOICING AND PAYMENT

For retainer-based Services, payment is due on the 20th of the current month via automatic payment to us. For project-based Services we will send you an invoice either when the Services have been completed or at certain milestones of a project as outlined in the Accepted Proposal. Payment is due within 7 days of invoice date.

If we make an error or omission on an invoice, we will notify you as soon as possible and you agree to pay the amount contained in the new amended invoice by the due date for payment.

If you do not pay us on time, then we may have to stop performing Services. We may also add interest of 2% above the Reserve Bank’s 90-day bank bill rate on the outstanding amounts of your invoice, or on-charge any fees we incur in collecting outstanding amounts.

4.0 TERMINATION OF THE CONTRACT

When we have commenced providing Services in relation to a particular project, you may not terminate our Services until completion of the Services. Should you no longer require us to perform Services we will, at our discretion, invoice you for the full amount as outlined in the Accepted Proposal.

We may terminate the Contract for any material breach by you, including failure to pay any undisputed fees, upon fifteen (15) days’ written notice to you.

5.0 NON-SOLICITATION OF OUR STAFF

You agree not to employ any person who is either currently employed by us or has been employed by us over the previous three months. If any such person accepts employment with you, then you will be liable to pay us a placement fee of 50% of the annual salary received by that person during their employment with us.

6.0 EXCLUSION OF LIABILITY

To the maximum extent allowable by law, we have no liability to you for any indirect or consequential loss, nor any loss of or damage to profit, revenue, savings, data, use, contract, goodwill, business, or expense suffered by you, following a breach of the Contract by us. All warranties implied by law or by customary practice are excluded to the extent legally permitted.

We make no representation as to the originality of any ideas, suggestions, concepts, proposals, plans nor as to the ownership of any copyright in the ideas or their suitability for specific market requirements.

We shall not be liable for errors in the finished work where a proof has been submitted to and approved by you. We do not guarantee that final production of any proofs will be identical to proofs we have previously provided to you.

If we do breach the Contract, your remedies will be limited to damages, and under no circumstances will our liability exceed the fees paid by you to us for the agreed Services during the term of the Contract.

You will indemnify us and keep us indemnified for all costs, claims, liabilities, loss, or damage arising directly or indirectly by reason of your negligence, or the negligence of your employees or contractors, or any breach by you of the terms of the Contract. This clause 6 survives expiry or earlier termination of the Contract.