Standard Terms of Trade

8. Force Majeure

  • 8.1
    Neither the Pulse nor the Customer shall be liable for any failure to provide the Services, if the failure is caused by or arises from an event outside of the control of the Pulse, or as the case may be, the Customer (not being an event Pulse, or as the case may be, the Customer could reasonably have been expected to anticipate and make provision for).
  • 8.2
    The party who claims the protection of this clause must:

    1. Immediately give notice to the other party; and
    2. Take all necessary steps to minimise the effect of the event and will use its best endeavours to complete its obligations under these Standard Terms on time despite the event.
  • 8.3
    If an event referred to in this clause has the effect of preventing compliance with the obligations of a party for more than 30 days, the other party may immediately terminate these Standard Terms by giving written notice.

9. Dispute Resolution

  • 9.1
    No party to these Standard Terms shall commence any court or arbitration proceedings relating to any dispute arising out of or related to these Standard Terms, unless that party has first complied with this clause 9.
  • 9.2
    Where a dispute of any kind arises between the parties to these Standard Terms the party who claims that a dispute has arisen must give written notice to the other party specifying the nature of the dispute.
  • 9.3
    On receipt of a notice given under clause 9.2, the parties to these Standard Terms will co-operate and use their best endeavours to resolve the dispute expeditiously.
  • 9.4
    If the dispute is not resolved within 10 Working Days of receipt of a notice given under clause 9.2 the parties will refer the dispute to mediation.
  • 9.5
    The mediation will be conducted in accordance with the terms of the LEADR New Zealand Incorporated Standard Mediation Agreement.
  • 9.6
    The mediation will be conducted by a mediator and at a fee agreed by the parties. Failing agreement between the parties,the mediator will be selected, and the mediator’s fee will be determined, by the Chair for the time being of the LEADR New Zealand Incorporated. The mediation fee shall be shared equally between the Pulse and the Customer.

10. Termination

  • 10.1
    Pulse may terminate these Standard Terms immediately if:

    1. The Customer is in arrears for more than 30 days after any payment by the Customer has become due, unless the Customer has given notice (such notice to be issued only on reasonable grounds) within 21 days of receipt of the invoice that it disputes the invoice; or
    2. The Customer has breached any of the terms of these Standard Terms and fails to remedy the breach within 10 Working Days notice in writing from the Pulse requiring the breach to be remedied, or
    3. The Customer fails to pay or satisfy for a period of not less than 48 hours any judgment entered against it in a court of law or enters into any arrangement or composition with its creditors or enters into liquidation, whether compulsorily or voluntarily, or becomes subject to the appointment of a receiver.
  • 10.2
    Termination of these Standard Terms shall be without prejudice to other rights and remedies accrued as at termination.