TERMS AND CONDITIONS

Version 1.0 – [1 July] 2026

These Terms and Conditions, in addition to any Services Agreement(s), set out the terms on which Matassa agrees to provide any Services to you.  If there is an inconsistency between these Terms and Conditions and any Services Agreement, the term and conditions of the relevant Services Agreement shall prevail.

 

1.         DEFINITIONS AND INTERPRETATION

1.1       In these Terms and Conditions and any Services Agreement, unless the contrary intention appears:

            “Claim” means any claim, action, proceeding, judgment, damage, loss, expense or liability, including legal costs, whether direct or indirect, however calculated.

“Confidential Information” means any information:

(a)        relating directly or indirectly to the business of a Party or its suppliers or customers;

(b)        disclosed by either Party to the other on the express basis that such information is confidential; or

(c)        which might reasonably be expected by either Party to be confidential in nature;

provided that where information relates exclusively to one Party, nothing in any Services Agreement shall require that Party to maintain confidentiality in respect of that information.

“Force Majeure” means a circumstance beyond reasonable control of the Parties such as lightning, flood, or exceptionally severe weather, pandemic, fire or explosion, civil disorder, war, or military operations, natural or local emergency, the act of omission of other providers of fixed line or mobile phone or Internet services or the failure of any of their networks or apparatus, anything done by government or other competent authority or industrial disputes of any kind.

“GST” means goods and services tax payable pursuant to the Goods and Services Act 1985.

“HSA” means the Health and Safety at Work Act 2015.

“Insolvency Event” means, in respect of any Party, the occurrence of one or more of the following events:

• except for the purposes of a solvent reconstruction or amalgamation, an application is made, proceedings commenced, or a resolution is passed or proposed in a notice of meeting for the winding up, dissolution, official management or administration of the relevant Party; or
• the relevant Party enters into any arrangement, compromise or composition with or assignment for the benefit of its creditors or any class of them; or
• the relevant Party is, becomes or is deemed insolvent or bankrupt within the meaning of Companies Act 1993; or
• a receiver, receiver and manager, official manager or provisional liquidator is appointed with respect to the relevant Party or any of its assets.

“Interest Rate” means 12% per annum calculated on a daily basis from the date on which payment was due through to the date of payment.

“Intellectual Property” includes all patents, copyright, moral rights, registered designs, registered and unregistered trademarks, trade secrets, know-how and confidential information and all other intellectual property as defined in Article 2 of the Convention Establishing the World Intellectual Property Organisation of July 1967, and includes, without limitation, any goodwill created from the use of any such intellectual property.

“Party” means either Matassa or you as the context dictates.

“Related Company” has the same meaning as is set out in section 2(3) of the Companies Act 1993.

“Services” has the meaning set out in the relevant Services Agreement.

“Services Agreement” means any services agreement made between Matassa and you for the provision of Services to you.

“Website” means the website at www.matassa.co.nz, or such other website as Matassa may from time to time operate.

“working day” means a day on which banks and financial institutions are open for business in Auckland, New Zealand other than a Saturday, Sunday or public holiday.

1.2       In these Terms and Conditions, unless the contrary intention appears:

• the clause headings are for ease of reference only and shall not be relevant to interpretation;
• a reference to a clause number is a reference to its sub-clauses;
• a reference to a clause is a reference to a clause or sub-clause of these Terms and Conditions;
• words in the singular number include the plural and vice versa; and
• monetary references are references to New Zealand currency unless otherwise denominated in any other currency.

2. PROVISION OF SERVICES

2.1       In providing the relevant Services to you pursuant to a Services Agreement, Matassa will:

(a)        provide all labour, materials, equipment and supervision as necessary to provide the Services;

(b)        provide the Services in a proper, timely, courteous and professional manner;

(c)        comply with industry best practice and all applicable New Zealand codes of practice, standards and guidelines applicable to Matassa and/ or you;

(c)        comply with all relevant statutes, regulations, and Government decrees including, without limitation, Accident Compensation Act 2001 and payment of premiums and levies thereunder; and

(d)        not do any act, matter or things to bind you or to commit you to any obligation except in accordance with the relevant Services Agreement.

2.2       You will, throughout the term of the relevant Services Agreement promptly provide all information, directions, assistance and co-operation reasonably required by Matassa for the provision of the Services including without limitation access to your premises.  Matassa will co-ordinate with you regarding timing, access and safety to your premises.

 

 

3. HEALTH & SAFETY

3.1       Matassa will comply with all its obligations under the HSA which require Matassa to work safely at all times and to follow your directions regarding health and safety including without limitation:

(a)        providing a site-specific safety plan;

(b)        ensuring all Matassa employees or subcontractors are appropriately trained and supervised; and

(c)        maintaining a hazard register and incident reporting system.

4. INSURANCE

4.1       Matassa will maintain appropriate insurance for its business and the provision of any Services to you and for the appropriate level of cover including, without limitation:

(a)         public liability insurance;

(b)        contracts works insurance; and

(c)         professional indemnity insurance.

Upon your reasonable request and notice, Matassa will provide proof of insurance and the level of cover.

5. DEFECTS

5.1       Matassa will remedy any defect which is rectifiable that the Parties agree is due to the default of Matassa and is notified to Matassa within six (6) months of completion of the relevant Services, and within the timeframe agreed between the Parties and at Matassa’s cose.

6. INTELLECTUAL PROPERTY & CONFIDENTIALITY

6.1       Each Party’s Intellectual Property is their property and all proprietary rights to this Intellectual Property resides solely with them.  Each Party acknowledges that it:

• has no right or claim in the other Party’s Intellectual Property; and
• will not dispute the other Party’s ownership of its Intellectual Property in any way.

No Party will be liable for any damage or loss arising from the infringement of any third party’s intellectual property rights by its use of the other Party’s Intellectual Property in accordance with these Terms and Conditions.

6.2       Each Party shall maintain as confidential at all times, and shall not at any time, directly or indirectly:

(a)        disclose or permit to be disclosed to any person;

(b)        use for itself; or

(c)        use to the detriment of the other party,

any Confidential Information except:

(i)         as required by law;

(ii)         as is already or becomes public knowledge, otherwise than as a result of a breach by the Party disclosing or using that Confidential Information of any provision of this Agreement;

(iii)        as authorised in writing by the other party; or

(iv)        to the extent reasonably required by a Services Agreement (and, without limiting the effect of this clause, a Party may disclose Confidential Information only to such of its officers, contractors or professional advisers, on a “need to know” basis, as is reasonably required in order for the implementation of the Services Agreement).

7. INDEMNITY & LIMITATION OF LIABILITY

7.1       Each Party (the “Indemnifying Party”) will indemnify the other Party and each of the other Party’s officers, employees, subcontractors and agents (each an “Indemnified Party”) against any Claim which may be made or brought against an Indemnified Party, or which an Indemnified Party may sustain or incur, arising from or in connection with:

• any breach by the Indemnifying Party of the terms of any Services Agreement;
• any wilful, unlawful or negligent act or omission or act of fraud or dishonesty by the Indemnifying Party (or its employees or agents) in the performance of the Indemnifying Party’s obligations under the Services Agreement;
• any Claim by a third party caused or contributed to by the Indemnifying Party or its employees or agents;

except to the extent that any liability, loss, damage, cost or expense is solely and directly caused by the negligence or deliberate default of the Indemnified Party, and provided that the Indemnifying Party’s aggregate liability under this clause at any time is limited to the aggregate of all amounts payable under the Services Agreement during the immediately preceding twelve month period.

7.2       To the full extent permitted by law, each of the Parties excludes all liability however arising for any indirect, special or consequential loss or damage (including without limitation, loss of profits or goodwill) arising in any way out of or in connection with any Services Agreement except where the loss or damage is a result of its grossly negligent or wilful acts or omissions or those of its employees, agents and servants.

8. TERMINATION

8.1       Either Party may terminate any Services Agreement on giving written notice to the other Party if the other Party fails to comply with the terms of the Services Agreement and, if remediable, does not remedy such failure within five (5) working days of written notice of the breach by the first Party.

8.2       In addition, either Party may terminate any Services Agreement, immediately on giving written notice to the other Party, if any of the following events occur:

(a)        the other Party commits an Insolvency Event;

(b)        a person who holds a security interest in respect of all or any part of the other Party’s property becomes entitled to exercise the rights granted to that person under that security interest; or

(c)        the other Party does not comply with any of its obligations under clause 6 of these Terms and Conditions.

8.3       Upon termination of any Services Agreement:

• all rights granted to by either Party shall terminate and revert to the relevant Party;
• the obligations of a Party which have accrued but have not been discharged at the date of termination will not be affected by termination;
• all moneys owing by either Party to the other under the relevant Services Agreement as at the date of termination will immediately become payable;
• where Matassa has committed to certain expenditure and costs in order to provide Services to you and notwithstanding that such Services are not to be provided to you due to the termination of the Services Agreement, all moneys incurred by Matassa in relation to such commitments will become payable;
• where you have appointed Matassa as your exclusive supplier of Services and you use a third party to provide certain Services rather than Matassa, all moneys equal to the value of such Services which would have otherwise been provided by Matassa will become payable;
• each Party will discontinue its use of the other Party’s Intellectual Property; and
• each Party will return or destroy (at each other’s option) the other Party’s Confidential Information, and all copies of it (other than that information required to be retained for audit or regulatory purposes or where it is commercially impractical to return or destroy).

8.4       This clause and clauses 6 and 7 shall survive termination of the relevant Services Agreement.

9. SUBCONTRACTING & ASSIGNMENT
   • 1 Matassa may appoint any subcontractor or supplier to perform any Services on its behalf at any time without your consent.

9.2       Subject to clause 5.1, neither Party can assign, subcontract, charge or otherwise transfer the benefit of any Services Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld.

9.3       Any subcontracting or supply pursuant to clause 5.1 or consent by a Party pursuant to clause 5.2, shall not relieve Matassa or the other Party respectively from liability for performance of the relevant Services Agreement.

10. NOTICES

• 1 Each Party will give any required notice under a Services Agreement to the other Party at the address or email details set out in the Services Agreement or as last notified to the other Party.

• Any notice will be effective once received, and will be deemed to be received:

(a)         if posted in New Zealand on the third working day after posting;

(b)        if posted from overseas, seven working days after posting; or

(c)         if emailed, when successfully sent from the sender’s mail server.

11. GENERAL

11.1      These Terms and Conditions and all Services Agreements will be governed by and construed in accordance with the laws of New Zealand.

11.2      (a)        No amendment to any Services Agreement is effective unless it is in writing signed by the Parties.

(b)        Subject to the terms of the relevant Services Agreement, we may modify these Terms and Conditions, at any time by notice on the Website.  Any such modifications will apply from the date stated on the Website.  You should check the notices section of the Website regularly.

11.3      Each Services Agreement contains the entire agreement of the Parties with respect to its subject matter. It sets out the only conduct relied on by the Parties and supersedes all earlier conduct or agreements (whether written or verbal) by the Parties with respect to its subject matter.

11.4      No Services Agreement implies that the Parties intend constituting a partnership or constitutes a relationship of employer and employee.

11.5      If either Party is unable to carry out any of its obligations under any Services Agreement because of Force Majeure, the Services Agreement will remain in effect but except as otherwise provided, both Parties’ obligations, other than any obligation not affected by the Force Majeure, will be suspended without liability for a period equal to the period of the Force Majeure, and:

• the non-performing Party will give the other Party prompt notice describing the event or circumstance claimed to be Force Majeure, including the nature of the occurrence and its expected duration and, where reasonably practicable, continues to furnish regular reports with respect thereto during the period of Force Majeure;
• the suspension of obligations will be of no greater scope and no longer duration than is required by the Force Majeure;
• no obligations of either Party which accrued the Force Majeure will be suspended as a result of the Force Majeure; and
• the non-performing Party will use all reasonable efforts to remedy as quickly as possible its inability to perform its obligations.

If a delay or failure by a Party to perform its obligations due to Force Majeure exceeds sixty (60) days, either Party may immediately terminate the relevant Services Agreement on providing notice in writing to the other Party.

• 6 Any dispute, difference or question arising between the parties:

• as to the construction of the Agreement:
• concerning anything contained in or arising out of this Agreement;
• as to the rights, liabilities or duties of the parties;
• as to any other matter touching upon the relationship of the parties in respect of this Agreement including claims in tort as well as in contract,

shall be referred to the mediation of a single mediator to be agreed upon by the parties, or failing agreement, to be appointed by the New Zealand Law Society.  Such mediation shall be a condition precedent to the commencement of any action at law however nothing in this clause 14.12 shall prevent any party from applying to the court for urgent relief.

11.7      Interest accrues on each unpaid amount which is due and payable by one Party to the other Party under any Services Agreement (including interest under this clause):

• on a daily basis up to the date of actual payment from (and including) the due date or, in the case of an amount payable by way of reimbursement or indemnity, the date of disbursement or loss, if earlier;
• where relevant, both before and after judgment (as a separate and independent obligation); and

at the Interest Rate.

11.8      No failure to exercise and no delay in exercising any right, power or remedy under any Services Agreement will operate as a waiver.  Nor will any single or partial exercise of any right, power or remedy preclude any other or further exercise of that or any other right, power or remedy.

11.9      The rights and obligations of the Parties will not merge on completion of any transaction under any Services Agreement.  They will survive the execution and delivery of any assignment or other document entered into for the purpose of implementing any transaction.

11.10    A Services Agreement may be executed in any number of counterparts.  All counterparts taken together will be taken to constitute one agreement.

11.11    If anything in any Services Agreement is unenforceable, illegal or void, then it is severed and the rest of the Services Agreement remains in force.

11.12    The Parties shall each bear their own costs and expenses incurred in connection with the preparation, negotiation and execution of any Services Agreement.