Terms of Business
1. Appointment of a Contractor
1.1 Rice Consulting, shall, when requested to do so by the Client, use its best endeavours to procure for the Client, an experienced independent Contractor to provide the Client with specialist services required by the Client from time to time.
1.2 At the time of instructing Rice Consulting to procure for the Client a Contractor, the Client shall provide Rice Consulting with full details of the nature and scope of the work to be performed, the qualifications required for the Contractor, the anticipated duration of the Assignment and any other requirements.
1.3 Upon locating a suitable Contractor for the Assignment, Rice Consulting shall provide the following details to the Client:
(a) Full name of the Contractor;
(b) Term of the Assignment;
(c) Hourly Rate (excluding GST) including any agreed capped rates;
(d) Brief description of the nature of the services to be provided by the Contractor to the Client.
1.4 The Assignment shall be carried out in accordance with, and be subject to, these Terms and Conditions.
1.5 The Client shall be responsible for ensuring that all necessary instructions are provided to the Contractor to enable the Contractor to complete each Assignment.
2. Rice Consulting’s Guarantee
2.1 Rice Consulting guarantees that the Contractor it assigns to the Client will satisfactorily perform the services ordered by the Client. If such services are not performed satisfactorily by a Contractor during the first two days of their respective Assignment, Rice Consulting will, upon notice from the Client in that period, cancel any charges for those two days of an Assignment and furnish a potential replacement as soon as reasonably possible, depending on the skills required and the type of Assignment involved. This will be the Clients sole and exclusive remedy with respect to unsatisfactory performance by a Contractor.
3. Time Sheets and Payments
3.1 Upon receipt of weekly timesheets from the Contractor during the term of an Assignment, the Client shall certify the hours worked by the Contractor on the Assignment for that week, authorise the timesheet for the Contractor and retain an electronic copy for its own records. Rice Consulting will be responsible for paying the Contractor’s payment upon receiving the certified weekly timesheet from the Contractor.
3.2 Rice Consulting shall submit an itemised GST invoice to the Client at the beginning of each month for all certified weekly timesheets in the preceding month. e.g. Rice Consulting will issue an invoice in August for all weekly timesheets completed by a Contractor in July. Fees at the rate agreed for the Assignment shall be payable by the Client on the tenth (10th) day of the month recorded on Rice Consulting’s invoice (unless otherwise stated), e.g. an invoice dated 1 August is payable on 10 August.
3.3 If the Client delays certifying any hours worked by the Contractor then the Client acknowledges that Rice Consulting will send reminders to the Client and can, if the Client continues to delay approving, disputing or rejecting the hours, auto-approve the hours claimed by the Contractor by 12 midday on the 4th day of the month following the last day of the month that the hours were worked by the Contractor.
3.4 Rice Consulting will charge the Client overtime rates only if Rice Consulting determines overtime pay is legally required and the Client has approved in writing or knowingly allowed the overtime prior to such overtime being worked.
3.5 Rice Consulting reserves the right to charge interest on accounts paid outside the standard terms. Interest will be charged at 9.5% above the Reserve Bank’s 90 day bank bill rate.
4. Rice Consulting’s responsibilities
4.1 Rice Consulting will:
(a) maintain Contractors’ personnel and payroll records related to their engagement by Rice Consulting;
(c) require Contractors to agree in writing to protect the confidentiality of any information concerning the business or affairs of the Client or any client of the Client acquired in the course of or incidentally to the performance of an Assignment including but not limited to, formulae, processes, systems, records, methods, products, financial information, client and potential client lists, computer software, company structure, manuals or operations;
(d) maintain all relevant insurance required to be held by a provider of staffing services (including but not limited to professional indemnity insurance and public liability insurance) and ensure that any Contractors assigned to the Client are covered by this insurance at all times during an Assignment.
(e) require Contractors to execute agreements that the Client requests with regard to intellectual property developed by them in performance of their work for the Client;
(f) require Contractors to acknowledge in writing that they have no right to participate in the Client’s employee benefit plans;
(g) require Contractors to comply with all rules and policies of the Client (e.g., those relating to premises access and security); and
(h) make legally required employment law disclosures to Contractors.
5. Client’s Responsibilities
5.1 The Client will:
(a) Use Contractors only in Assignments that match the job descriptions for which Rice Consulting assigns them;
(b) Provide adequate internal controls, supervision, and instructions for the Contractor, and at the Client’s sole risk be responsible for their conduct when they are required to handle cash, confidential or credit card information, trade secrets, valuables, or similar property or when they use a Client’s vehicle in connection with an Assignment;
(c) Protect the confidentiality of any information concerning the business or affairs of Rice Consulting and all information about any candidates put forward to the Client by Rice Consulting in course of or incidentally to the appointment process for the Assignment.
5.2 The Client acknowledges it will make available to Rice Consulting and to the Contractor a list of identified hazards that pertain to the Client’s workplace and take all reasonable steps to eliminate hazards and control risks to health and safety.
6. Warranties & Liabilities
6.1 All warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise, relating in any way to the services to be provided by Rice Consulting under these Terms and Conditions are expressly excluded to the maximum extent permitted by law.
6.2 The Client agrees that the services are supplied to the Client for business purposes and that the Consumer Guarantees Act 1993 does not apply in respect of the supply of such services.
6.3 Subject to clause 6.1 and 6.2 in no event will Rice Consulting be liable either in contract or in tort to the Client or to any other person for any loss or damage whatsoever, including special, indirect or consequential damages or for any loss of business or profit however caused, including negligence on the part of Rice Consulting or its servants or the Contractor (except so far as the Client suffers direct loss which is solely attributable to the negligence of Rice Consulting or of any of its employees, acting within the scope of their employment) which may be suffered or incurred or which may arise directly or indirectly in respect of the services provided under these Terms and Conditions or the failure or omission on the part of Rice Consulting to comply with its obligations under these Terms and Conditions, even if Rice Consulting had been advised of the possibility of such damages or loss.
6.4 The Client will indemnify Rice Consulting from and against any liability, loss, damage, cost and expense it might suffer as a result of the Client breaching its obligations under these Terms and Conditions.
6.5 If Rice Consulting is found liable in negligence to the Client for an Assignment, Rice Consulting’s total liability for damages shall be limited to the placement of a new Contractor to perform the Assignment.
7. Termination of an Assignment
Notwithstanding the term of an Assignment, the Client may at any time terminate an Assignment by giving Rice Consulting one (1) or more Business Days’ notice. The Assignment shall be terminated at the expiration of such notice whereupon Rice Consulting shall require the Contractor to immediately hand over to the Client all the Client’s materials and property in the Contractor’s possession or under his/her control.
8. Status of Contractor
8.1 The parties acknowledge that every Contractor is an independent contractor and is not an employee of Rice Consulting.
8.2 The Client acknowledges that a Contractor does not have any authority to make representations, statements, warranties or enter into any agreement on behalf of Rice Consulting.
9. Offers of Employment
9.1 For a period of twelve (12) months from the date of termination of an Assignment, whether by expiration or otherwise, the Client agrees that neither the Client, nor any subsidiaries, associated companies, firm or any affiliated organisation of the Client, will directly solicit, recruit for employment or offer contracting opportunities to or employ that Contractor who has been placed with the Client for that Assignment without prior notification to Rice Consulting and the prior written consent of Rice Consulting.
9.2 If the Contractor provided by Rice Consulting is offered by and accepts a permanent position with the Client or the Client contracts directly or indirectly with the Contractor, either during or at the conclusion of their Assignment or during the 12 (twelve) month period following conclusion of an Assignment, a placement fee is payable by the Client on the basis of the recruitment terms set out in clause 9.3 below.
9.3 If the Client directly or indirectly employs the Rice Consulting Contractor pursuant to clause 9.2, the Client is required to the buy the Contractor out of their Rice Consulting contract and agrees to pay Rice Consulting a recruitment fee calculated as 15% of the base salary or contract fee offered to the Contractor by the Client calculated on an annualised basis. If a Contractor provided by Rice Consulting is engaged by a Client for a term of less than 6 months then Rice Consulting’s fee will be calculated on a minimum 6 month pro rata basis. For example, if the Contractor is paid an annualised fee of $100,000 for a 4 month assignment, then the fee payable by the Client to Rice Consulting would be 15% of $50,000. All fees are ‘plus GST’.
Company Name: Rice Consulting t/a Rice & Co
Director: Jonathan Rice
Physical Address: Level 4, 5 High Street, Auckland
Postal Address: PO Box 484, Shortland Street, Auckland 1140, New Zealand