1. Terms of the Agreement

• The Food Business Limited (TFB), a New Zealand Limited Liability Company, agrees to a food compliance consultancy arrangement with the Customer.

• TFB may change these terms and conditions at any time at its discretion and such changes shall take effect from the date that they are placed on TFB’s website.

2. Definitions

As used in this Agreement and on any web pages now or hereafter the following terms have the stated meaning:

• Agreement: Means these terms of use and any materials available on the foodcontrolplan.co.nz website specifically incorporated by reference herein, and such materials, including the terms of this Agreement, as may be updated by The Food Business Limited from time to time in its sole discretion.

• Customer: Any person or entity to whom TFB has sold its products or services, or solicited to sell its products or services.

• TFB: The New Zealand Limited Liability Company The Food Business Limited

• GST: Goods and services tax

• Personal Information: Means any data, information or material provided or submitted by you to the Software in the course of using the Software.

• Registration Authorities: The Ministry for Primary Industries (MPI) and all territorial authorities in New Zealand are registration authorities under the Food Act 2014. Their regulatory functions include the registration of food control plans (TFBs) and food businesses subject to a national programme.

• Services: The services to be supplied by TFB to the Customer under the Agreement.

3. Provision of Services

• TFB will provide services using reasonable care and skill and in accordance with the Food Act 2014.

• The Customer agrees to provide in a timely fashion all information and documents reasonably required to enable us to provide the services requested.

• Unless otherwise stated in writing, TFB will not independently verify the accuracy of such information and documents, and we will not be liable for any loss or damage arising from any inaccuracy or other defect in any information or documents supplied by you.

• TFB may delegate the performance of all or part of the services to an agent or subcontractor and the Customer authorises the Company to disclose all information necessary for such performance to the agent or subcontractor.

• The Customer acknowledges that TFB, by providing the services, neither takes the place of the Customer or any third party, nor releases them from any of their obligations, nor otherwise assumes, abridges, abrogates or undertakes to discharge any duty of the Customer to any third party or that of any third party to the Customer.

• Further terms and conditions for specific services at the conclusion of these general Terms and Conditions.

4. Fees and Payments

• The Customer agrees to pay TFB the fees as outlined on the quote or otherwise agreed to.

• Where an invoice is issued the fees will be due 7 days from the issuance of the invoice, unless otherwise agreed by both parties.

• In addition to any other rights granted to TFB herein, TFB reserves the right to suspend or terminate this Agreement if your invoice remains unpaid.

• TFB reserves the right to modify its fees and charges and to introduce new charges upon at least 30 days’ prior notice to you. All pricing terms are confidential, and you agree not to disclose them to any third party.

• Fees for other services will be charged on an as-agreed basis.

• TFB will add GST to fees.

• TFB retains the right to enforce interest charges on any late payment.

5. Expenses and Registration Fees

• Costs associated with the following are expenses of The Customer and are not included in the fees charged by TFB unless specifically stated otherwise;

• Any registration fees charged by The Customers Registration Authority.

• The cost of having your food business verified by an accredited verifier or the Customers local Authority.

• Having your food control plan evaluated by an accredited evaluator.

• The expenses covered in 5.1 will be charged directly to The Customer by the relevant external agency.

• No expenses may be charged by The Supplier to The Customer unless agreed in advance in writing or verbally by The Customer.

• TFB, wherever possible, will endeavour to include the Customers Registration Authority’s initial registration fees into the package price. From time to time additional fees and registrations may be charged by the Registration Authority.

6. Confidentiality and Privacy

• In this clause, “confidential information” includes any information supplied by The Customer, through any contact with TFB (e.g. telephone call, email or site visit), or during the term of the project.

• TFB may disclose your personal information to the following;

• A person who can require us to supply your personal information (e.g. a regulatory authority).

• Any other person authorised by the Act or another law (e.g. a law enforcement agency).

• Any other person authorised by you.

• TFB shall, during the continuance of this Agreement, and after it’s termination (howsoever occasioned):

• Shall not disclose to any person other than those covered by clause 7.2 except without prior consent of a Director of The Customer or as a necessary part of the provision of services or any other person authorised by the Act or another law (e.g. a law enforcement agency).

• Use their best endeavours to prevent the disclosure of any confidential information.

• TFB complies with the New Zealand Privacy Act 1993 (the Act) when dealing with personal information. The full policy statement can be reviewed at https://www.foodcontrolplans.co.nz/privacy-policy. This policy sets out how we will collect, use, disclose and protect your personal information.

• TFB reserves the right to change this policy by uploading a revised policy onto the website.  The change will apply from the date that we upload the revised policy.

• The provisions of this clause shall cease to apply to information which enters the public domain.

7. Termination

• The Agreement may be terminated by either party by written notice of 7 days if either party fails to remedy a material breach of these Terms of Business.

• Upon termination of the Agreement under clause 7.1 any and all payments made, including but not limited to, all deposits and instalment payments, will be non-refundable.

• Upon termination of the Agreement under clause 7.1 TFB is entitled to payment for any work completed. This will be calculated on hours completed and be at TFB’s discretion.

8. Severability

If any clause no longer applies, e.g. if a court rules it invalid, the rest of the agreement will remain in place. The Agreement will continue as if that clause had not existed.

9. Force Majeure

TFB shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of TFB, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond TFB’s control such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labour or materials.

10. Guarantees and Liability

• This Agreement constitutes the entire agreement between the parties in relation to the transactions embodied in the Agreement and supersedes and extinguishes all prior agreements and representations or warranties previously given.

• The Parties shall execute and deliver all documents and do anything else necessary for the proper and complete performance of their respective obligations under this Agreement.

• There is no assumption that the involvement of TFB shall guarantee the success of any application or business undertaken during this agreement.

• There will be no financial liability held by TFB for any decisions made by any of the external agencies listed in clause 5.1. Nor shall the Supplier accept any financial liability for any part of The Customers business.