Agreement Form

1. Heart Saver offers to provide and the Customer agrees to accept the Services on the terms and conditions of this Agreement.

1. The following terms have the following meanings:
   “AED” means an automated external defibrillator.
   "Agreement" means this agreement.
   “Commencement Date” means the date at the top of this Agreement.
   “Initial Term” has the meaning set out in clause 3.1.
   “Intellectual Property” includes all intellectual property rights (including copyright, patent and design rights, drawings, documents, data, ideas, procedures and calculations).
   “Services” means the services as described in the Services & Fees Section.
   “Renewal Term” has the meaning set out in clause 3.1.
   “Service Fees” means the fees for the provision of our Service: the Annual Fee payable pursuant to clause 5 and as set out in the Services & Fees Section.
   “Term” means the Initial Term together with any Renewal Terms.
2. References to any statute or statutory provision include a reference to that statute or statutory provision as from time to time amended, extended, re-enacted or consolidated and to all statutory instruments made under it.
3. Words denoting the singular will include the plural and vice versa.
4. The words “in particular”, “include” and “including” will not be construed as terms of limitation. The words “day” and “month” mean “calendar day” and “calendar month” unless otherwise stated.  The words “writing” and “written” mean “in documented form”, whether electronic or hard copy, unless otherwise stated.
5. The headings and use of bold type in this Agreement are for convenience only and will not affect the interpretation of any provision of this Agreement.
6. References to this Agreement or any other document will include any permitted and authorised variation, amendment or supplement to such document.

1. TERM: This Agreement commences on the Commencement Date and, subject to the rest of this clause 3, continues for a period of 3 years (“Initial Term”).  The Agreement will be automatically renewed for additional 12-month terms (“Renewal Term”) unless you give us 60 days’ written notice before the expiry of the then-current term that you do not wish to renew this Agreement.
2. TERMINATION
   (a) Termination in absence of breach:  Either Party may terminate this Agreement at any time by giving the other Party at least 60 days’ written notice.   If the Agreement is terminated by the Customer pursuant to this clause 3.2(a), then the Customer will not be refunded any Fees it has paid.
   (b) Termination for breach:  Without prejudice to any other right or remedy it may have, Heart Saver may immediately terminate this Agreement at any time by notice in writing to the Customer if:
   (i) the Customer is in breach of this Agreement and, in the case of a breach capable of remedy, the breach is not remedied prior to the expiry of the shorter of:
   (1) [5] Business Days; or 
   (2) a reasonable period,
   after the date on which Heart Saver provides the Customer with notice specifying the breach and requiring its remedy;
   (ii) the Customer ceases or threatens to cease to carry on all or substantially all of its business or operations, is declared or becomes bankrupt or insolvent, is unable to pay its debts as they fall due, enters into a general assignment of its indebtedness or a scheme of arrangement or composition with its creditors, or takes or suffers any similar or analogous action in consequence of debt; 
   (iii) the Customer has a trustee, manager, administrator, administrative receiver, receiver, inspector under any legislation or similar officer appointed in respect of the whole or any part of the Customer’s assets or business, or an order is made or a resolution is passed for the liquidation of the Customer.
   (c) Consequences of termination:  On termination of this Agreement for any reason whatsoever:
   (i) the Customer will return to Heart Saver all materials and all other property and information that Heart Saver has provided to the Customer and not otherwise paid for by the Customer;
   (ii) the clauses intended to survive termination or expiry, together with those other provisions of this Agreement that are required in order to give effect to those clauses, will remain in full force and effect; and
   (iii) subject to this clauses 3.2(c) and 3.2(d), neither party will be under any further obligation to the other party.
   (d) Accrued rights:  Termination of this Agreement will be without prejudice to the rights and remedies of the parties accrued prior to termination or expiry, including in respect of any prior breach of this Agreement.

1. We will:
   (a) perform the Service with reasonable skill, care and diligence in a professional manner;
   (b) endeavour to ensure that the Service is performed in accordance with any time frames agreed in writing with you;
   (c) liaise with you during the course of performing the Service in accordance with your reasonable requirements.
2. You will give reasonable assistance to enable us to perform the Service by:
   (a) giving clear instructions and access to your premises;
   (b) promptly providing any information or content required for us to complete the Service.

1. You will pay us:
   (a) subject to clauses 5.2 and 5.3, the Annual Fee for our Service (and any associated expenses and disbursements)  on the 20th day of the month following the date of our invoice except where we have agreed in writing that other terms shall apply (“the Due Date”).
2. We may require you to pay a deposit, being an advanced payment for our Service, before we commence provision of the Service.
3. Heart Saver may, in its sole discretion, increase the Annual Fee to reflect any change in the Consumer Price Index since the latter of the Commencement Date and the last date on which such Fee was increased. 
4. If you do not make the payment on the Due Date, you are in default and must pay default interest at the rate of 3% per annum, which shall accrue on a daily basis on the total amount outstanding from the Due Date to the date of payment in full.
5. If payment is not received by us within 7 days from the Due Date we may terminate this Agreement.  Termination does not relieve you of amounts owing up to the date on which the contract is terminated.
6. All fees and charges payable by you to us under this Agreement are exclusive of GST.  You must pay GST (if any) to us on the day you pay the fees or charges under this Agreement.

Notwithstanding any other provision of these Terms:

1. The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded.  We exclude all such imposed warranties, conditions or obligations to the maximum extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.
2. The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire Services from us for the purposes of a business in terms of sections 2 and 43 of that Act.
3. Except to the extent that the law prevents us from excluding liability and as expressly provided for in clause 6.4, we shall not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or any other person and whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from the Service provided by us to you.
4. To the extent that we are liable for any reason for any loss suffered or liability incurred by you arising from any breach by us of this Agreement or for any other reason our liability to you is limited to us, in our discretion, either: re-performing the Service; or refunding to you the amount of the Service Fee you have paid to us, provided that:
   (a) you make any such claim in writing to us within fourteen (14) days of the Service being provided; and
   (b) you supply the date and number of any invoice relating to the Service; and
   (c) you give us a reasonable opportunity to inspect the outcome of the Service.

Subject to clause 6, but notwithstanding any other provision of these Terms:

1. Should we be delayed in supplying our Service due to any event not reasonably within our control, we may either:
   (a) cancel provision of the Service; or
   (b) suspend our obligations to you under this Agreement during the period when such event is causing delay, in either case without incurring liability to you for any loss or damage whatsoever suffered by you or any other person.

1. The failure of any party under this Agreement to insist upon strict adherence to any term or terms of this Agreement on any occasion is not to be considered a waiver or deprive or limit that party of the right thereafter to insist upon strict adherence to that term in the particular instance or that term or any other term of this Agreement in any instance.  Any waiver must be in writing.

1. By placing an order with us, you authorise us to collect, retain and use information about you for the following purposes:
   (a) to manage your account with us, including sending you statements and invoices, organising payment, assessing your creditworthiness and performing our Service for you; and
   (b) to disclose information about you:
   (i) to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to us;
   (ii) to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of our rights, remedies and powers under this Agreement; and
   (c) to provide you with information about our products and any special offers we believe may be of interest to you.
2. Under the Privacy Act 1993 you have the right to access and correct any personal information we hold about you.  Please direct any such request to “The Directors” at admin@heartsaver.co.nz.

1. No variation or amendment to this Agreement is effective unless it is in writing and signed by all the parties.

1. You shall at all times treat as confidential all non-public information and material received from us and shall not publish, release, or disclose the same without our prior written consent. For clarity, confidential information includes our reports and prices.

1. The terms of this Agreement constitute the entire Agreement between the parties as to its subject matter and supersede and cancel any previous agreement, understanding or arrangement whether written or oral.

1. You may not assign or transfer all or any of your rights or obligations under this Agreement without our prior written consent.
2. We are not bound by any error or omission in any invoice, order, form or other documents.
3. You must keep all information you have provided to us up-to-date, including advising us in writing of any change of name, address or other detail that would be relevant to our Service.
4. If any provision of this Agreement is or becomes invalid or unenforceable, that provision will be deemed deleted from this Agreement to the extent of such invalidity or unenforceability and such invalidity or unenforceability will not affect the other provisions of this Agreement, all of which will remain in full force and effect.
5. Written notice may be given by phone, in person, posted, or sent by fax or email to you (or where you are a company, to any of your directors).
6. The rule of construction known as the contra proferentem rule does not apply to this Agreement