ELION LIMITED

TERMS AND CONDITIONS OF TRADE

  1. Definitions
    1. “Elion” means Elion Limited, its officers, employees and subcontractors.
    2. “Client” means you, the party having engaged Elion to supply Services.
    3. “Additional Costs” means the costs of additional Services not specified in the Scope of Works or in the Quote.
    4. “Materials” is the work produced by Elion as a result of supplying the Services.
    5. “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.
    6. “Scope of Works” means the plans, specifications, and/or scope of works for the Services to be provided by Elion to the Client.
    7. “Standard Charges” are the hourly rate notified to the Client in writing plus GST (if any).
    8. “Quote” means a written quotation given by Elion to the Client in relation to the Services.
    9. “Services” means all medical copywriting services, and related work provided to the Client by Elion.
    10. “Terms and Conditions” means the terms and conditions contained in these terms and conditions of trade.
  2. Introduction
    1. The supply of Services by Elion to the Client is governed by the Terms and Conditions.
  3. Services
    1. Elion will carry out the Services:
      1. in accordance with the Scope of Works; and
      2. 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.
  4. Client Obligations

    1. The Client will:
      1. pay for the Services, 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.
  5. Estimated Completion

    1. Where Elion has provided an estimated date for completion of the Services (“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 Terms and Conditions come into force.
    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 loss or damage 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.
  6. 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 GST (if any), 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. The Client will pay Additional Costs where there will be an increase in the cost of provision of the Services, or a loss, to Elion for any reason including but not limited to:
      1. new information provided by the Client, or where information provided by the Client prior to commencement of the Services is incorrect;
      2. where the Client requests additional or different Services to be provided that are not included in the Quote and/or Scope of Works;
      3. where the Client breaches its obligations under the Terms and Conditions;
      4. delays in the commencement or completion of the Services outside of Elion’s reasonable control; and/or
      5. where there is a Variation in accordance with clause 8.
    5. Where the Client is to pay Additional Costs, the Additional Costs of Services will be calculated in accordance with Elion’s Standard Charges.
  7. Price and Payment Terms
    1. The price for the Services will be the price specified in the Quote plus GST and Additional Costs (if any).
    2. Where no Quote is provided to the Client, then the price for the Services will be calculated pursuant to Elion’s Standard Charges at the time the Services are provided plus GST and Additional Costs (if any).
    3. When an amount is payable or will become payable by the Client to Elion pursuant to these Terms and Conditions and/or provision of the Services, Elion will render an invoice and the Client will pay the invoiced amount in full within 15 days of the date of the invoice (“the Due Date”). Elion may render such invoice(s) at its discretion:
      1. upon the completion of the Services; and/or
      2. from time to time 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.
    4. If the Client fails to pay any invoiced or claimed amount by the Due Date, the Client will be in default and Elion may at its discretion charge interest on the amount owing at a rate of 2% per month compounding, from the Due Date until the date of payment including after judgment.
    5. The Client indemnifies Elion from and against Elion’s costs and disbursements in recovering any outstanding monies owed, including legal costs on a solicitor and client basis, and any other costs of collection.
    6. 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.
  8. Variation
    1. A Variation will arise where:
      1. 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
      2. 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 8.1:
      1. Elion and the Client will agree on the specifications of the Variation and record the Variation in writing; and/or
      2. 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.
  9. Property Rights / Security Interest
    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.
  10. Cancellation or Suspension of Services
    1. The Client may not cancel any instruction for Services without Elion’s written consent. If the Client does so, and in addition to 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 cancel or suspend any instructions for Services which it has accepted if:
      1. due to circumstances beyond Elion’s control, it would be unreasonable, impractical or unsafe to provide or complete the Services;
      2. if the Client fails to pay any amounts owing to Elion by the Due Date;
      3. if any information supplied by the Client is materially incorrect; and/or
      4. 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.
  11. Dispute Resolution / Jurisdiction
    1. Where a dispute or difference arises between the Client and Elion that cannot within a reasonable time and in good faith be resolved between the parties, the dispute will be resolved through arbitration under the Arbitration Act 1996 (NZ).
    2. Nothing in subclause 11.1 limits any right the parties may have to bring a claim before the District Court or the High Court or the Disputes Tribunal (NZ).
    3. 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.
    4. 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.
  12. Miscellaneous
    1. The application of these Terms and Conditions together with any annexures referred within are 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.