(FOR THE PROVISION OF ALL SERVICES TO COGNITION GROUP CLIENTS)
COGNITION GROUP note that if there are signed & written terms of engagement between the parties (being the Client/you and COGNITION GROUP), then the signed & written terms of engagement prevail over those set out in this online version of COGNITION GROUP 's terms of engagement, to the extent that they are different from terms set out herein (in the online version).
Notwithstanding this, the terms set out in this online version of COGNITION GROUP’s Terms of Engagement apply cumulatively with the signed and written terms of engagement in place, between the parties.
If there are no signed & written terms of engagement in place between the Client/you and COGNITION GROUP, then the terms of engagement set out in this online version of the terms of engagement are the only terms of engagement on which COGNITION GROUP agrees to supply services to the Client/you (and related entities to you), and these terms published herein supersede all prior and/or future oral agreements between COGNITION GROUP and the Client/you. For the avoidance of doubt, in the absence of specific signed and written terms of engagement, any instruction of COGNITION GROUP to perform services by you/the Client, are accepted by COGNITION GROUP solely on the basis that such instruction occurs on the terms set out herein for all contractual dealings with COGNITION GROUP.
PREAMBLE
In consideration for COGNITION GROUP agreeing to work for the Client (or continue to work for as the case may be), the client agrees that any engagement for the provision of services by COGNITION GROUP to the client (or any related entity to the client) are upon the terms set out in this agreement.
Unless a written quote or fee estimate is provided by COGNITION GROUP, all services are provided on a time and attendance basis. Services include written and oral advice.
1 Definitions
1.1 ' COGNITION GROUP ', 'we', 'us' and 'our' shall mean Cognition Group (Advisory and Recruitment Services) Limited, Cognition Group Limited, any subsidiary or related entity, as the case may be or any agents, employees, or any subsequent entity renamed from any of the above.
1.2 'You' shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing services from COGNITION GROUP with ostensible authority from you.
1.3 "Client" shall mean you, and any entity that you are a related party to, that instructs COGNITION GROUP to provide professional services for it.
1.4 'Services' shall mean all professional services provided by us to you on your instructions, including the provision of all incidental goods, professional immigration advisory, business advisory, recruitment and consulting services, professional advice, and other supporting services or support as the case may be or any fee, charge or disbursement cost associated with the supply of services by us to you.
2 RESPONSIBILITIES OF COGNITION GROUP
2.1 We will provide the agreed services in accordance with your instructions with reasonable skill, care and diligence in accordance with recognised professional standards.
2.2 The obligation on us to perform the services is subject to:
(a) You complying with your responsibilities in terms of clause 12 herein;
(b) Any third party performing their respective obligations within a reasonable time (provided that if we are experiencing delays with a third party, we will contact you).
3 ACCEPTANCE
3.1 Any instructions received by us from you for the supply of services shall constitute acceptance of the terms and conditions contained herein by you and all entities related to you / the Client.
4 USE OF INFORMATION
4.1 As a result of providing services to you we will collect personal information. You authorise us to collect, retain and use this information to provide services and develop our relationship with you.
4.2 You authorise us to disclose personal information to third parties should our engagement require us to do so. You also authorise us to obtain personal information from any person, including but not limited to Government Departments, solicitors or other companies for the purposes of completing any engagement.
4.3 Personal information will be held at our offices. Under the Privacy Act 1993 you have the right to access and correct your personal information.
4.4 You authorise us to use your information when dealing with third parties COGNITION GROUP work in relation to any matter in connection to your affairs for the purposes of completing any engagement.
5 FEES
5.1 Where a fee has not been agreed in writing specifically, COGNITION GROUP shall provide any services on a time and attendance basis at the applicable rate of the person performing the services set out at 5.6 below. Such time charged shall include time taken to travel, investigate and report, as well as transport costs, any disbursements and office recoveries at the applicable rate or cost.
5.2 The fee may be increased by the amount of any reasonable increase in the cost of supply of the services that is beyond our control. Should this occur we will discuss it with you. In addition we reserve the right to increase fees from time to time to cover the increase costs of doing business, including inflation in office and labour costs.
5.3 Unless otherwise agreed, all fees are rendered on a time and attendance basis. For the avoidance of doubt, this includes telephone calls and the provision of ad hoc advice. Figures quoted are GST exclusive and before an office service charge at the applicable rate has been added.
5.4 You agree to reimburse us for all disbursements incurred by us while providing services to you, including the levying of an office services fee in the amount of 4% of any fee rendered (which we will describe as 'Office Service Charge'). In addition to this fee, specific disbursements may be levied on a case-by-case basis as is appropriate. Eg. Travel costs including time and mileage are to be met by you.
5.5 You are requested and advised to take independent legal and accounting advice in relation to all matters in this agreement. If you or any entity that is a party to this agreement fail to take such advice, you are deemed to have waived your right to the benefit of such advice and the parties agree that COGNITION GROUP shall be deemed to have advised you to always take such independent advice.
5.6 Charge Out Rate Schedule
Services performed on a time and attendance basis have the following rates applied (hourly or part thereof) which were correct at the time of publishing and any increases will be published on our website.
COGNITION GROUP
Recruitment Services
Only Contractual Agreements
Senior Business Advisor, Human Resources Specialist, Employment Relations Consultant, Career Counselling & Coaching Specialist, Licensed Immigration Adviser.
From $400/hr
Customer Services
$90/hr
Secretarial and Clerical Services
Administration & Support
$90/hr
*All fees plus office service charge of 4% and plus GST
6 Payment
6.1 Payment for our services must be made in full without deduction, set off or withholding whatsoever on or before the 20th day of the month following the date of invoice unless otherwise agreed or stipulated in writing ('the due date').
6.2 Interest may be charged at our sole discretion, on any amount owing after the due date at the rate of 1.5% per month or part month thereof.
6.3 Any expenses, disbursements and legal costs incurred by us in the enforcement of any rights contained in this contract shall be paid by you, including any reasonable legal fees or debt collection agency fees, any other disbursements, and our time at normal charge out rates plus GST.
6.4 Receipt of a cheque, bill of exchange, or other negotiable instrument shall not constitute payment until such negotiable instrument is cleared in full.
6.5 We shall have the right of lien over any records of the client, whether or not these records have been paid for by the client. Such right of lien shall be in addition to all our rights referred to herein.
6.6 You authorise us to list any payment default with credit reporting agencies.
7 QUOTATION & FEE ESTIMATES
7.1 Where a quotation is given by us for services: (a) The quotation shall be valid for one month from the date of issue; and (b) The quotation shall be exclusive of Disbursements and Goods and Services Tax unless specifically stated to the contrary. (c) We reserve the right to withdraw any quotations given to you without prior notice at any time after the quotation is given and before acceptance by you.
7.2 Where services are required in addition to the services contemplated by the quotation, you agree to pay for the additional cost of such services.
7.3 A quotation may include an estimate of the cost of a service to be provided by a third party. Any variation in the actual charge made by the third party may result in a variation to the total price payable by you.
7.4 Where a fee estimate is given, this represents an estimate of fees and is subject to change. A fee estimate differs from a quote in that we are only giving an indication of the fee, not a fixed price.
7.5 Where a fee estimate is given and an engagement is begun on the basis of the fee estimate, we will endeavour to alert you to any change in cost exceeding 33% of the estimate.
8 SECONDARY CONSULTANTS AND AGENCY
8.1 You authorise us to contract either as principal or agent for any services or part of the services required to complete any engagement.
8.2 Where we enter into a contract of the type referred to in clause 8.1 you agree to pay any amounts due under that contract.
8.3 Where we decide to contract work out, you authorise us to disclose your affairs to the third parties involved in the provision of outsourced services to you, providing that we shall bind such contractor to a duty of confidentiality and supervise such contractors work.
9 COGNITION GROUP LIABILITY LIMITED AT ALL TIMES
9.1 In consideration for COGNITION GROUP agreeing to act as your professional services provider and perform any services covered by this agreement, no claim for direct or indirect damage against us in respect of any services provided shall in any case exceed the fee rendered for the services in respect of which such damage arose.
9.2 In consideration for COGNITION GROUP agreeing to act as your professional services provider and perform any services covered by this agreement, the Client/you agree to indemnify us against all claims of any kind brought by any person or entity in connection with any services provided to you.
10 GUARANTEES
10.1 The Consumer Guarantees Act 1993, the Commerce Act 1986, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded or modified. Our liability shall only apply to the minimum extent required by any statute. You acknowledge that if our services are provided to you for the purposes of a business, the provisions of the Consumer Guarantees Act 1993 shall not apply to our supply of such services.
11 COPYRIGHT AND INTELLECTUAL PROPERTY
11.1 We own, and have copyright in all work, documents, and software produced by us in connection with our services. You agree not to copy, distribute or publish any work COGNITION GROUP provide to you, other than in the ordinary course of communicating with organisations directly affected by the work we are completing for you. For the avoidance of doubt COGNITION GROUP retain the copyright in work we do for you, and you may not reproduce it or sell it to others for personal financial gain.
11.2 Should you replicate any COGNITION GROUP work or document you agree to pay COGNITION GROUP’s rendered fee for that service, such fee to be determined at the sole discretion of COGNITION GROUP.
12 RESPONSIBILITIES OF CLIENT
12.1 You will provide to us clear instructions including all information which may be relevant to the provision of services.
12.2 Should you decide to terminate our services you will pay to us all amounts outstanding (including full payment for services which are partially completed and all disbursements and office services fees incurred by us whether directly or indirectly resulting from your termination of this agreement). We will retain ownership of all working papers and records produced by us and will only release copies of these after all outstanding accounts have been settled in full.
13 DISPUTE RESOLUTION
13.1 If you have a dispute regarding our fees, you should in the first instance contact any director of COGNITION GROUP.
13.2 If the dispute remains unresolved, you agree to be referred to The Disputes Tribunal division of the Auckland District Court to be heard in Auckland. If a dispute remains unresolved, in relation to an immigration advisory or compliance matter, to agree to going through the complaints procedures established by COGNITION GROUP before you attempt to lodge a direct complaint to the Licensed Immigration Advisors Authority otherwise you agree that by doing so you are acting outside of the agreement with COGNITION GROUP and any false, immaterial, inaccurate or malicious claim made against COGNITION GROUP and any of its licensed immigration advisors may result in the company taking civil action against you to recover damages, legal fees and loss in reputation.
14 JURISDICTION
14.1This agreement and all relationships and attendances resulting from it are to be governed and construed in all respects in accordance with the laws of New Zealand.
14.2 The parties agree that any dispute will be filed and heard in the relevant court or tribunal at Auckland only.
15 ALTERATIONS TO THIS AGREEMENT
15.1 The terms of this document published online are the total agreed terms of engagement, and oral discussions of any nature may not be implied onto COGNITION GROUP's dealings with you/the Client. Any variation to these terms of engagement must be in writing and signed by both parties.
16 NON-WAIVER
16.1 Failure by us to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations we have under this contract. Further, if any provision or item of this contract fails, all remaining provisions shall stand enforceable between the parties.
17 GUARANTORS
17.1 Any personal guarantee made by any third party shall not exclude you in any way whatsoever from the liabilities and obligations contained in this contract. You shall be jointly and severally liable with any guarantor under the terms and conditions of this contract.
18 CANCELLATION AND SUSPENSION
18.1 We have the right without notice to suspend or cancel in whole or in part any agreement for the supply of services to you if you breach any of your obligations under this contract or fail to pay any money owing after the due date.
18.2 Where there is any cancellation or suspension under clause 18.1 of this contract you agree to pay us all amounts outstanding at the time (including full payment for services which are partially completed and all disbursements and office services fees incurred by us whether directly or indirectly resulting from the cancellation or suspension).
19 FORCE MAJEURE
19.1 We shall not be liable for delay or failure to perform our obligations arising from any Act of God or if the cause of the delay or failure is beyond our control.
20 ASSIGNMENT
20.1 You shall not assign all or any of your rights or obligations under this contract without our written consent.
21 MISCELLANEOUS
21.1 COGNITION GROUP note that if there are signed & written terms of engagement between the parties (being the Client/you and COGNITION GROUP), then the signed & written terms of engagement prevail over those set out in this online version of COGNITION GROUP 's terms of engagement, to the extent that they are different from terms set out herein (in the online version). Notwithstanding this, the terms set out in this online version of COGNITION GROUP’s Terms of Engagement apply cumulatively with the signed and written terms of engagement in place, between the parties. If there are no signed & written terms of engagement in place between the Client/you and COGNITION GROUP, then the terms of engagement set out in this online version of the terms of engagement are the only terms of engagement on which COGNITION GROUP agrees to supply services to the Client/you (and related entities to you), and these terms published herein supersede all prior and/or future oral agreements between COGNITION GROUP and the Client/you. For the avoidance of doubt, in the absence of specific signed and written terms of engagement, any instruction of COGNITION GROUP to perform services by you/the Client, are accepted by COGNITION GROUP solely on the basis that such instruction occurs on the terms set out herein for all contractual dealings with COGNITION GROUP.
21.2 You agree to receive various electronic correspondence from us from time to time including (but not limited to) monthly newsletters.
21.3 I/We acknowledge COGNITION GROUP may receive commission or a share of fees on services it organises, facilitates or recommends to us including, but not limited to, Immigration Advice referrals; consultancy services; seminar events; and software or subscriptions.
