TERMS AND CONDITIONS OF TRADE

1. “Additional Costs” means the costs of additional Services supplied but not specified in the Scope of Works or in the Quote.
2. “Accepted Quote” means a Quote which has been accepted by the Client.
3. “Client” means you, the party having engaged Elion to supply Services.
4. “Default Interest Rate” means 24% per annum, compounding monthly.
5. “Elion” means Elion Limited, its officers, employees and subcontractors, trading as Elion Academy.
6. “Estimated Completion Date” means the date which Elion has provided to the Client for the completion of the Services.
7. “Invoice Due Date” means the day which is 7 working days after Elion has rendered an invoice in respect of Services supplied.
8. “Materials” is the work produced by Elion in the course of supplying the Services.
9. “Payment in Full” means the payment by the Client to Elion of all amounts owing by the Client to Elion in connection with the provision of the Services, including but not limited to amounts calculated in accordance with clause 7 and any other amount that is or may become owing by the Client to Elion in accordance with the Terms and Conditions.
10. “Quote” means a written quotation given by Elion to the Client in relation to the Services.
11. “Scope of Works” means the programme and/or scope of works for the Services to be provided by Elion to the Client.
12. “Standard Charges” are NZD$225 per hour plus GST (if any) or such other rate notified to the Client in writing.
13. “Services” means all consulting and mentorship and related work provided by Elion to the Client from time to time.
14. “Terms and Conditions” means these terms and conditions of trade.

Acceptance and Application of Terms

1. The supply of Services by Elion to the Client is governed by these Terms and Conditions. These Terms and Conditions may only be amended with Elion’s written consent.
2. Any instructions received by Elion from the Client for the supply of Services (including the Accepted Quote) shall constitute acceptance of these Terms and Conditions. The Acceptance of an Accepted Quote is irrevocable and cannot be cancelled other than with Elion’s agreement in writing.
3. The Accepted Quote, the Scope of Work and these terms and conditions shall form the entire agreement between Elion and the Client.
4. To the extent that any provisions in the Accepted Quote or Scope of Work are contrary to those contained in these terms, the provisions in the Quote/Scope of Work shall prevail.

Services

1. Elion will carry out the Services:
   (a) in accordance with the Accepted Quote and Scope of Works; and
   (b) with all reasonable care and skill as would ordinarily be expected in the provision of such services.
2. Elion may subcontract the performance of the whole or any part of the Services to any agent or subcontractor of Elion’s choice without the Client’s consent. Elion is not required to disclose any details of any such subcontractors to the Client.
3. Where there is any dispute over the extent of Services to be provided by Elion to the Client, the Services as described in the Scope of Works shall be determinative.

Client Obligations

1. The Client will pay for the Services and Additional Costs in accordance with clause 7, and any other amounts owing to Elion in accordance with these Terms and Conditions.
2. The Client acknowledges that Elion is entitled to rely on any information provided by the Client to enable Elion to carry out the Services.
   Elion will not be liable to the Client or any other person for loss or damage resulting from Services performed in reliance upon incorrect or misleading information supplied by the Client.

Estimated Completion

1. Where Elion has provided an Estimated Completion Date, the Estimated Completion Date is given in good faith based on the anticipated time to complete the Services as at the date the Quote is accepted.
2. Elion does not guarantee the Estimated Completion Date. If at any time it becomes apparent to Elion that, for any reason whether or not in the control of Elion, the Estimated Completion Date will or is likely to be exceeded, Elion will notify the Client and adjust the Estimated Completion Date accordingly.
3. Elion will not be liable for any direct or indirect loss or damage whatsoever to the Client arising from or in connection to any delay in provision of the Services and/or an adjustment to the Estimated Completion Date.

Quotation and Additional Costs

1. Where a Quote is provided, the Quote will be valid for thirty (30) days from the date of issue and will be exclusive of any applicable GST or Value Added Tax unless otherwise stated in the Quote.
2. Elion may at any time prior to receipt of the Client’s acceptance of the Quote alter or amend the Quote by giving notice to the Client.
3. Elion may, if requested and if reasonably practicable, provide an updated Quote where there will be a Variation in accordance with clause 8.
4. Additional Costs will arise where there is an increase in the cost to Elion of providing the Services, or a loss to Elion for any reason including (but not limited to):
   (a) Where the Client provides new information, or where information provided by the Client prior to commencement of the Services is incorrect;
   (b) where the Client requests additional or different Services to be provided that are not included in the Accepted Quote and/or Scope of Works;
   (c) where the Client breaches its obligations under the Terms and Conditions;
   (d) where there are delays in the commencement or completion of the Services outside of Elion’s reasonable control; and/or
   (e) where there is a Variation in accordance with clause 8.
5. 6.5 Additional Costs will be calculated in accordance with Elion’s Standard Charges.

Price and Payment Terms

1. The price for the Services will be the price specified in the Accepted Quote plus any Additional Costs, GST or Value Added Tax (if any).
2. Where no Quote is provided to the Client, then the price for the Services will be calculated based on Elion’s Standard Charges at the time the Services are provided, plus any Additional Costs and GST (if any).
3. When an amount is payable or will become payable by the Client to Elion pursuant to these Terms and Conditions, Elion will render an invoice and the Client will pay the invoiced amount in full before the Invoice Due Date.
4. Elion may render such invoice(s) at its discretion:
   (a) upon the completion of the Services; and/or
   (b) monthly as progress payment invoices throughout the provision of the Services, where the Services will be provided over a period greater than one (1) month from the commencement of the Services.
5. If the Client fails to pay any invoiced or claimed amount by the Invoice Due Date, the Client will be in default and Elion may at its discretion charge the Default Interest Rate on the amount owing from the Invoice Due Date until the date of payment, including after judgment.
6. The Client agrees to indemnify Elion from and against all costs incurred by Elion, whether directly or indirectly, in recovering any outstanding monies owed by the Client to Elion, including legal costs on a solicitor and client basis, and any other costs of collection.
7. Elion may require the payment of a deposit prior to the provision of the Services, the sum of which will be determined by Elion in its sole discretion and set out in the Accepted Quote.
8. The Client acknowledges and agrees that it is obtaining the Services for the purposes of trade or business, and as such the Consumer Guarantees Act 1993 does not apply to the provision of the Services by Elion to the Client.

Variation

1. A Variation will arise where:
   (a) it becomes apparent to Elion, in its sole discretion and for any reason whether or not in the control of Elion, that it will be unable to provide the Services in accordance with the Scope of Works; or
   (b) the Client requests additional or different Services to those provided in the Scope of Works.
2. Where there will be a Variation in accordance with subclause 8:
   (a) Elion and the Client will agree on the specifications of the Variation and record the Variation in writing; and/or
   (b) Elion may amend the Quote to account for the Variation. If Elion does not amend the Quote to account for the Variation, the Client will pay the costs of the Variation as Additional Costs.

Retention of Title

1. Ownership and title to the Materials supplied in connection with the Services will remain vested in Elion and will not pass to the Client until Payment in Full is received by Elion.

Cancellation or Suspension of Services

1. The Client may not cancel any instruction for Services without Elion’s prior written consent. If the Client does so, without limiting any other rights that Elion may have, the price specified in the Quote plus GST and any Additional Costs incurred as at the date of cancellation will be immediately due and payable by the Client to Elion, less any deposit or progress payment amount already paid by the Client to Elion.
2. Elion may at its sole discretion cancel or suspend any instructions for Services which it has accepted if:
   (a) due to circumstances beyond Elion’s control, it would be unreasonable, impractical or unsafe to provide or complete the Services;
   (b) if the Client fails to pay any amounts owing to Elion by the Due Date;
   (c) if any information supplied by the Client is materially incorrect; and/or
   (d) if the Client is in breach of its obligations pursuant to these Terms and Conditions and fails, within ten (10) working days of Elion giving notice, to remedy the breach to Elion’s satisfaction.

Dispute Resolution / Jurisdiction

1. Where a dispute or difference arises between the Client and Elion the parties shall first endeavour to resolve the dispute promptly in good faith by negotiation.
2. If the parties are unable to resolve the dispute within 30 days, then either party may appoint a suitably qualified mediator to mediate the dispute, with the mediation to be held in Hawkes Bay within one month of the appointment, unless an alternative location and timing is agreed by the parties in writing.
3. If the dispute is not resolved in accordance with subclause 11.1 and 11.2, either party may bring a claim before the Disputes Tribunal, District Court or the High Court of New Zealand.
4. These Terms and Conditions are governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the Courts of New Zealand.
5. To the extent that there is any conflict between the provision of these Terms and Conditions and any other agreement between Elion and the Client in relation to the Services, the provisions of these Terms and Conditions shall prevail.

Miscellaneous

1. These Terms and Conditions together with any annexures referred to within, the Accepted Quote and the Scope of Work form the entire agreement between Elion and the Client and supersede all representations, agreements, warranties or other communications made by Elion.
2. The Client and Elion may agree in writing to vary the Terms and Conditions as they relate to the provision of Services from Elion to the Client.
3. If any part of these Terms and Conditions is illegal, unenforceable or invalid, that part is to be treated as modified or removed to the extent required to make it effective and the rest of these Terms and Conditions are not affected.