Terms of Service
General Terms and Conditions
1. PROVISION OF SERVICES
1.1 Buildhub Limited (the Buildhub) offers several different services which the Client may wish to engage the Buildhub to perform (Services).
1.2 The parties will agree on a statement of work (Statement of Work) detailing the Services that the Client has engaged the Buildhub to perform. The Buildhub shall perform the Services in accordance with the Statement of Work and these general terms and conditions (General Terms), and the Client shall pay the Buildhub the fees in accordance with the Statement of Work (Fees).
1.3 In addition to the General Terms, the following specific terms (Specific Terms) shall apply:
(a) Schedule 1 applies to Labour Hire and Recruitment Services for the construction and trades sector.
(b) Schedule 2 applies to Immigration Support Services.
(c) Schedule 3 applies to Human Resources and/or Health and Safety support and advice.
1.4 In the event of a conflict, the Statement of Work shall prevail over the Specific Terms, and the Specific Terms shall prevail over the General Terms.
1.5 A Statement of Work may be completed in the form provided in this agreement, or in any other written format (for example, via an email exchange between parties).
1.6 Notwithstanding clauses 1.2 and 1.3, the General Terms and relevant Specific Terms will continue to apply for all Services provided by the Buildhub to the Client, even if the parties fail to complete a Statement of Work.
1.7 Every time the Client uses the Buildhub Services it is deemed a reconfirmation of the Client’s agreement to the General Terms and the relevant Specific Terms.
2. FEES AND PAYMENT
2.1 The Client will pay all Fees invoiced by the Buildhub within 7 days following the receipt of invoice.
2.2 The Fees may be reviewed and amended by the Buildhub as notified to the Client from time to time.
2.3 If the Client fails to pay any amount due under this agreement, the Buildhub may without prejudice to its other rights require the Client to pay interest on the amount due from the due date until the date of payment, at a rate equal to 5% above the current overdraft rate that the Buildhub has with its principal banker (in addition to the Client remaining liable for the full amount outstanding).
2.4 Any expenses, disbursements and legal costs incurred by the Buildhub in the enforcement of any rights contained in this contract shall be paid by the Client, including any reasonable solicitors’ fees or debt collection agency fees.
2.5 All sums payable by the Client shall be made in full without set-off or counterclaim and, except to the extent required by law, free and clear of any deduction on account of tax or otherwise. A dispute, mediation, or arbitration, between the Buildhub and the Client, does not entitle the Client to set off against, or withhold payment of, any money owed to the Buildhub.
2.6 Unless specifically stated to the contrary in the Specific Terms or Statement of Work, the Services shall be performed on a Time and Materials Basis. The Client bears the risk of cost overruns and delays on work performed on a Time and Materials Basis.
2.7 In respect of Services performed by the Buildhub on a time and materials basis, the Buildhub shall report monthly to the Client the time charged and expenses incurred. Such reports are not in substitution for invoices.
2.8 All Fees noted in this agreement are GST exclusive unless stated otherwise and are in New Zealand Dollars.
2.9 If more than one person or entity is listed as the Client, each person or entity is jointly and severally liable for payment of all Fees and other charges.
3. LIABILITY & LIMITATION
3.1 The Buildhub would also like all clients to be aware that circumstances can change at short notice that are beyond the control of the Buildhub, such as changes in governmental legislation and policy. To the maximum extent permitted by law, all liability and responsibility of the Buildhub to you or any other person under this agreement is excluded regardless of whether such liability arises in contract, tort (including negligence), equity, breach of statutory duty or otherwise. The Buildhub's liability and responsibility is excluded.
3.2 The Buildhub shall not have any liability or responsibility to the Client for any loss which does not flow directly or naturally (i.e. in the ordinary course of things) from a breach of this agreement including, in each case consequential loss of business or profits or other loss. The Buildhub shall only be liable for losses (excluding loss of business or profits) which flow directly or naturally from a breach of this agreement up to a maximum of the amount paid by the Client for the Services for the six-week period preceding the date of the event giving rise to the claim under this agreement.
3.3 Without limiting clause 3.1 in any way, under no circumstances shall the Buildhub be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labour disputes, riots, insurrections, civil disturbances, shortages of labour or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
4. INTELLECTUAL PROPERTY
4.1 Intellectual Property means all intellectual property and proprietary rights (whether registered or unregistered) owned by the Buildhub prior to performance of the Services, developed by the Buildhub in performance of the Services or developed by the Buildhub outside of, or after, performance of the Services, and without limitation includes business names, trade or service marks, any right to have information (including confidential information) kept confidential, patents, patent applications, drawings, discoveries, inventions, improvements, trade secrets, technical data, formulae, databases, know-how, logos, designs, design rights, copyright, manuals, protocols, procedures, manuscripts or documentary records, whether in print form or electronically and similar industrial or intellectual property rights.
4.2 All Buildhub Intellectual Property will remain the property of the Buildhub.
4.3 The Buildhub grants to the Client a world-wide, non- exclusive, royalty free licence to use the Buildhub Intellectual Property for the purpose agreed to between the Client and the Buildhub to the extent that it is needed for the enjoyment and benefit of the Services.
4.4 If this agreement is suspended or terminated by either party the Client shall cease to use the Supplier’s Intellectual Property.
4.5 The Buildhub agrees to keep confidential all information relating to the Client or any client of the Client, which is at any time made available to the Buildhub.
5. SUSPENSION AND TERMINATION
5.1 The Buildhub may suspend its obligation to supply the Services if a dispute is raised in accordance with clause 7, until that dispute has been resolved, or if the Buildhub has notified the Client that the Client breached this agreement, and the Client has failed to remedy that breach.
5.2 Either the Buildhub or the Client may terminate this agreement by providing written notice of not less than 3 months to the other.
5.3 Either party may terminate this agreement immediately by notice in writing, upon:
(a) the other party committing any breach of this agreement that is incapable of remedy;
(b) the other party failing to remedy any breach of this agreement that is capable of remedy within 30 days of notice of that breach having been given by the non- defaulting party to the other party; and
(c) the commencement of liquidation or the insolvency of the other party (except for the purposes of solvent amalgamation or reconstruction) or upon the appointment of a receiver, statutory manager, or trustee of the other party’s property.
6. FORCE MAJEURE
6.1 Either party may suspend its obligations to perform this agreement if it is unable to perform as a direct result of a war, riot, strike, natural or man-made disaster or other circumstance of a similar nature (Force Majeure Event). Any such suspension of performance must be limited to the period during which the Force Majeure Event continues.
6.2 Where a party’s obligations have been suspended pursuant to clause 6.1 for a period of 30 days or more, the other party may immediately terminate this agreement by giving notice in writing to the other party.
7. DISPUTE RESOLUTION
7.1 Where any dispute arises between the parties concerning this agreement or the circumstances, representations, or conduct giving rise to the agreement, no party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 7.
7.2 The party initiating the dispute (the first party) must provide written notice of the dispute to the other party (the other party) and nominate in that notice the first party’s representative for the negotiations. The other party must within seven days of receipt of the notice give written notice to the first party, naming its representative for the negotiations. Each representative nominates have authority to settle or resolve the dispute.
7.3 If the parties are unable to resolve the dispute by discussion and negotiation within 14 days of receipt of the written notice from the first party, then the parties must immediately refer the dispute to mediation.
7.4 The mediation must be conducted in terms of the LEADR New Zealand Inc Standard Mediation agreement (LEADR). The mediation must be conducted by a mediator at a fee agreed by the parties. Failing agreement between the parties, the mediator shall be selected and his or her fee determined by the Chair for the time being of LEADR.
8. GENERAL
8.1 The Client shall not assign its rights under this agreement.
8.2 This agreement constitutes the complete and exclusive statement of the agreement between the parties, superseding all proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject matter of this agreement.
8.3 No amendment to this agreement will be effective unless it is in writing and signed by both parties.
8.4 No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver by that party of that or any other right or remedy available to it.
8.5 Any provision of this agreement that is illegal, invalid or unenforceable will be severed to the extent that it is illegal, invalid or unenforceable, with the remainder of the agreement continuing in full force.
8.6 The agreements, obligations and warranties contained in this agreement shall not merge on completion of the transactions contemplated by it but shall remain in full force until satisfied.
8.7 Services provided to all business Clients or for commercial purposes are expressly excluded from all provisions under Consumer Guarantees Act 1993.
8.8 This agreement may be executed in two or more counterparts, all of which together will be deemed to constitute one and the same agreement.
8.9 This agreement shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.
8.10 “We” and “us” both refer to the Buildhub. “You”and “your” both refer to the Client.
9. WARRANTY
9.1 Where the Client is a company, the person(s) signing this agreement on behalf of the Client personally warrant(s) that:
(a) That person or those persons have the power to enter into and have properly signed this agreement in accordance with the terms of the Companies Act 1993 and/or the Client’s constitution.
(b) The Client will perform its obligations under this agreement.
10. CONFIDENTIAL INFORMATION
10.1 The Buildhub will hold all information provided by the Client in strict confidence and will not divulge any such information except where required for directly performing the Services, permitted to do so by law, or where the Client expressly or impliedly authorises such disclosure.
11. DECLARATION OF STATUTORY COMPLIANCE
11.1 By signing and/or agreeing to these General Terms in any form of communications with the Buildhub or any of its representatives, I/We/Us confirm on behalf of the Client engaging or contracting the Services from the Buildhub that as a Client I/We/Us:
(a) Has an NZBN number with the Companies Office or the Ministry of Business, Innovation and Employment (MBIE)
(b) Are note in the labour inspectorate’s stand down list
(c) Declare that are not subject to an immigration stand-down period;
(d) Declare that have not received a prison sentence for specific offences under the Immigration Act 2009;
(e) Declare that are not convicted of specific offences under the Immigration Act 2009 or Crimes Act 1961;
(f) Declare that are not aware of any cases pending, prosecutions under way, or investigations that could lead to inclusion on the labour inspectorates’ stand down list; and
(g) Declare that are not aware of any cases pending, prosecutions under way, or investigations relating to specific offences under the Immigration Act 2009 or Crimes Act 1961.
SCHEDULE 1: LABOUR HIRE AND RECRUITMENT
1. BACKGROUND AND DEFINITIONS
1.1 This Schedule 1 applies in addition to the General Terms where the Client engages the Buildhub to provide the services of a temporary worker, employee, or to assist with the recruitment of a permanent employee.
1.2 The term candidate refers to both temporary workers employed by the Buildhub, and permanent employees.
2. RATES AND PAYMENTS – BUSINESS TO BUSINESS (B2B) LABOUR HIRE ASSIGNMENTS WITH THE BUILDHUB
2.1 Candidates at the Buildhub engaged with a Client under a B2B assignment are paid by the Buildhub only. The Buildhub is responsible for the wages, annual leave, statutory holiday pay, KiwiSaver, ACC levies, bereavement leave, special leave, and taxation of the direct employees.
2.2 The fee for employee B2B assignments is based on an hourly rate, charged for each hour that the Buildhub candidate has worked for the Client, with a minimum charge of four (4) hours per day per candidate.
2.3 The Client will be invoiced weekly for work carried out by a Buildhub candidate, pursuant to the weekly timesheet authorised by the Client (or pursuant to such other information provided by the Client where a timesheet has not been provided).
2.4 The rates for all B2B assignments may vary according to the availability and skill sets of the appropriate candidate, general industry rates, and any external influences (including, but not limited to, general wage orders, legislation, fees, or levies). Rates will be recorded in the Statement of Work.
2.5 The candidate will only commence work once the rate has been agreed to by both the Buildhub and the Client.
3. RATES AND PAYMENTS – PERMANENT CANDIDATES
3.1 Permanent candidates are paid by the Client only. The Client is responsible for the wages, annual leave, statutory holiday pay, KiwiSaver, ACC levies, bereavement leave, special leave, and taxation of the permanent candidates.
3.2 The placement fee (Placement Fee) for the engagement of a permanent candidate becomes payable the Client’s offer and candidate’s acceptance of employment and is a percentage of the full annual income package (Commencing Income), as recorded in the Statement of Work. If a Placement Fee is not recorded in the Statement of Work, it will be calculated as 18% of the Commencing Income.
3.3 Commencing Income is the summation of salary or wages, commissions, bonus, allowances, and all other forms of remuneration. When remuneration contains incentive rewards, the estimated annual income in the first year of service applies. Where a client vehicle is part of the package, it is valued at a nominal amount of up to $10,000 per annum.
3.4 The minimum fee chargeable for a permanent placement is $3,000.
4. STATUTORY HOLIDAYS
4.1 Notwithstanding clause 2.1, the Client (and not the Buildhub) will be liable to pay for the Christmas and New Year statutory holidays if the candidate starts with the Client after 1 December, and is to return to the same assignment after the 2nd January.
4.2 In accordance with the Holidays Act 2003, candidates required to work on statutory holidays must be paid time and a half for the time worked and be paid a day in lieu. These extra penal rates will be passed on to the Client, but will be at cost only.
5. CONTINUED EMPLOYMENT
5.1 All candidates are under contract and employed by the Buildhub. If a candidate is employed in any capacity by the Client, or by any other person or entity following a referral or introduction by the Client, within twelve months of referral by the Buildhub, and/or negotiations between the Buildhub and the Client, the Client will pay a Placement Fee to the Buildhub calculated in accordance with clause 3.2.
5.2 No candidate can transfer to the Client’s employment unless the Client’s account with the Buildhub is paid in full, including payment of the Placement Fee (if required by clause 5.1).
6. CANCELLATION
6.1 Any cancellation of an assignment by the Client must be advised to the Buildhub (not the candidate) as soon as possible. Notification to the candidate on the assignment is not notice of cancellation to the Buildhub.
6.2 If less than twelve hours’ notice of cancellation of a temporary assignment is given, the Client will pay the Buildhub a fee equal to four (4) hours at the agreed hourly rate.
6.3 If the Client cancels a permanent placement request before the role has been filled and more than three weeks after the work has been requested, the Client will pay the Buildhub their reasonable costs incurred for work carried out by the Buildhub which will be a minimum charge of $750.00 plus GST plus any advertising costs that have been incurred for the role.
7. SUBSTITUTION
7.1 The Buildhub, at its sole discretion may substitute one candidate for another on any casual assignment.
8. GUARANTEE
8.1 If a candidate is found to be unsatisfactory by the Client within four (4) hours of the start of their assignment and the Buildhub is informed within that time, then no charges will be incurred by the Client in respect of that candidate.
8.2 If a candidate in a permanent placement is found to be unsatisfactory by the Client and ceases to be employed by the Client within three months of the start of their assignment and the Buildhub is informed within that time, then the Buildhub undertakes to replace the candidate. When a replacement is made the original fee will be credited and a new invoice issued, based on the same fee structure. If a replacement is not required or if a suitable replacement cannot be found within a reasonable period, the Buildhub will issue a credit, to be offset against future fees, calculated as follows:
(a) 75% of the fee for termination in the first month.
(b) 50% of the fee for termination in the second month.
(c) 25% of the fee for termination in the third month.
8.3 The replacement guarantee applies only if the full fee has been paid within 14 days of the candidate’s commencement. However, it does not apply when redundancy, merger, takeover, company closure, relocation, restructuring, change of job specification or employment contract, or change of management affects the appointment. The guarantee will not apply beyond one replacement. If the guarantee is invalidated the Client will not be entitled to receive replacement candidates and the fee will remain due.
9. LIABILITY
9.1 The Buildhub makes every effort to ensure that the candidate provided for a temporary assignment or permanent role has the skills and ability required for the assignment. Notwithstanding this, the Client will:
(a) Supervise, direct, and control the Buildhub candidate while on assignment;
(b) The Buildhub will in joint co-ordination with the Client control the availability of the candidate and ensure that the work done by the candidate is within the scope of the work and skills of the candidate whilst observing immigration and employment laws.
(c) Be responsible for all acts and omissions of the candidate working for the client.
9.2 If a temporary candidate is put forward by the Buildhub to the Client for a permanent role, the Client has absolute discretion and liability as to the employment of that candidate.
9.3 The Buildhub will ensure that all candidates supplied for an assignment will be familiar with the type of work that they are required to perform. They will also be advised of the general nature of any dangers relating to the work environment they are being placed into. The Client will have the final responsibility of determining the fitness for purpose of the candidate.
9.4 The Buildhub will not be liable for any loss, damage or expense suffered by the Client or any third party from the acts or omissions of a candidate.
9.5 The Client indemnifies the Buildhub against any loss, damage or expense suffered by the Buildhub arising from any act or omission of a candidate on assignment to the Client.
9.6 The provision of this clause 9 shall continue to bind the parties and their successors, after any assignment or placement has ended.
9.7 The Buildhub will use all reasonable endeavours to source and locate candidates to meet the needs of the Client however the Buildhub shall not be liable for any losses or damages to the Client if the Buildhub cannot or do not supply any such candidates.
10. WORK PLACE HEALTH AND SAFETY
10.1 The Client will provide the Buildhub with a full and complete job description of the duties that the candidate will be required to perform and will ensure that the candidate has read and understood, all policies that the Client has in place before the temporary candidate begins work on site.
10.2 The Buildhub and the Client (each as a PCBU under the Health and Safety at Work Act 2015 (HSWA)) acknowledge they each have responsibilities for the safety and health of candidates, including the duty to eliminate or minimise risks to health and safety (as the case may be) so far as is reasonably practicable, and an obligation to consult, co-operate, and co- ordinate with each other in respect of that duty. The Client acknowledges that:
(a) The Client manages and/or controls the place of work of the candidate, and that the Buildhub does not.
(b) If there is a prosecution under the HSWA, the Client may be liable for any penalties, as well as the Buildhub, as determined by that prosecution.
(c) The Client warrants that it will comply with its duties under the HSWA and any regulations made under it, including the duty to consult, co-operate and co- ordinate activities with the Buildhub where the parties have the same duty. In particular (and without limitation) the Client warrants that:
(i) They have a health & safety policy and plan in place and will always supply the candidate with a safe workplace.
(ii) They shall have an effective risk assessment and control process in place and will make those available to the Buildhub upon request.
(iii) They will advise the Buildhub of any required Health & Safety training/induction so that the Buildhub can ensure the candidate attends.
(iv) They will provide the candidate with appropriate supervision to ensure the safe completion of each assignment.
(v) They will consult, co-operate and co-ordinate with the Buildhub when managing all Health and Safety matters where a candidate is on the worksite.
(vi) If the client is supplying the candidate with any tools or equipment, this must be appropriate for the task and the safe completion of each assignment.
(vii) They will ensure all incidents/near hits involving the worker are reported to the Buildhub immediately and will co-operate with any investigation the Buildhub undertakes in respect of the incident/near hit. Where practicable the Client will assist in the return to work of the candidate.
(viii) They will allow a Buildhub health & safety representative on site to assess specific site conditions in relation to Health and Safety, and to assist in the appropriate selection of candidates for the assignment.
(ix) If a candidate is injured while working for the Client, the Buildhub will be liable for the first five (5) days ACC payments to the candidate. The Client will be liable for the balance.
11. GENERAL
11.1 The candidate is not covered for any loss or damage under the Buildhub’s insurance policy. The Client undertakes to ensure that the candidate is adequately insured against any liability to third parties arising out of the candidate’s acts or omissions while on an assignment.
11.2 The candidate shall not be required to use his or her own vehicle during an assignment (unless asked and agreed by the candidate according to the employment agreement with the Buildhub).
11.3 Advertising for any placement will not be commissioned by the Buildhub until discussed and agreed to by the Client. All advertising costs will be paid for by the Client or the Buildhub unless otherwise agreed.
12. TESTING AND REFERENCE CHECKING
12.1 Testing and reference checking of candidates is carried out by the Buildhub as standard procedure for a candidate registering with the Buildhub.
12.2 The Buildhub will use its best endeavors to make known to the Client the candidate employment records, qualifications and salary requirements as accurately and objectively as possible. The Buildhub shall not be liable for any inaccuracies or misinterpretations, or untrue statement made by the candidate.
12.3 Except where expressly precluded by the candidate or operation of law the Buildhub will not withhold from the Client any information known to it concerning the candidate which may adversely affect the client
SCHEDULE 2: IMMIGRATION SUPPORT SERVICES
1. BACKGROUND
1.1 This Schedule 5 applies in addition to the General Terms where the Client engages the Buildhub to provide immigration advisory services and support (Immigration Services).
2. WE REPRESENT YOU
2.1 You engage the Buildhub to act as your agent to provide the Immigration Services and you authorise us to represent you in all dealings with an immigration consultant of either your choice or ours. We may also act on your behalf, during provision of the Immigration Services, with other agencies and organisations as necessary to provision the Immigration Services.
2.2 We will act in your best interests and carry out our obligations to you to a high standard.
2.3 We will manage the initial preparation of immigration documentation, submission with the immigration consultant and continual oversight of the process through to the immigration application decision and we will regularly communicate with you throughout this process.
2.4 You agree that we are authorised to use and disclose the information we collect from you to provide the Immigration Services. Where you provide us with personal information about any other person to enable us to provide the Immigration Services, you confirm that you have the authority from those persons to disclose such information and to authorise us to use and disclose the information to provide the Immigration Services.
2.5 We may share your personal information with authorised service providers to which we outsource certain functions and with the immigration consultant.
2.6 In accordance with the Privacy Act 1993, you have a right to access any personal information we hold about you and correct any personal information that may be incorrect. If you wish to request access to, or correction of, any personal information held by us, please contact us and we will action your request.
2.7 You acknowledge that the final decision of whether a visa or permit is granted is made by Immigration New Zealand.
3. YOUR OBLIGATIONS
3.1 You must respond promptly to all our requests to enable us to perform the Immigration Services.
3.2 All information you provide to us must be complete, accurate, truthful and provided within the specified timeframes. We reserve the right to cease to act where you cannot or will not provide instructions required by us or where we are of the opinion that you have misled or deceived us in any material way. If we do cease to act in accordance with this clause, you will still be responsible for payment of our fees for our services incurred to date.
3.3 By instructing us to provide the ImmigrationServices for you, you accept liability to pay the invoices that we will render for work done together with all expenses incurred in respect of your instructions or those of the Candidate, and you agree to be bound by the terms of this Agreement.
3.4 You acknowledge that the Buildhub Limited shall not be responsible or liable for any losses, costs, expenses or damages however incurred (direct, indirect, or consequential) arising out of or in connection with the decisions made by the immigration consultant.
4. FEES AND PAYMENT
4.1 Fees charged to you by us do not incur New Zealand goods and services tax (GST) if you are based overseas for the entire duration of the Immigration Services. This is deemed an international service and therefore not subject to New Zealand taxes. If you are in New Zealand at any time during the Immigration Services, all Fees will then be subject to GST at the then current rate (currently, an additional 15%), including retrospectively on the initial deposit. You must pay us the GST charged on the Fees in accordance with clause.
5. ADDITIONAL EXPENSES
5.1 We will inform you of any potential additional expenses. These additional expenses are specifically excluded from the Fee and are to be paid directly by you to the relevant company or organisation. Additional expenses may include, but are not limited to, Immigration New Zealand application fees and levies, registration documents and qualification assessment fees.
6. DISCLOSURE OF INTEREST
6.1 We may recommend products or services from other companies to assist you with the migration process. We have assessed each of these companies based on reputation, quality of service and value for money. You are by no way bound to use these companies.
SCHEDULE 3: HUMAN RESOURCES & HEALTH AND SAFETY SUPPORT & ADVICE
1. BACKGROUND AND DEFINITIONS
1.1 This Schedule 6 applies in addition to the GeneralTerms where the Client engages the Buildhub to provide Human Resources and/or Health and Safety support and advice as part of an on-going subscription service (Subscription Service).
1.2 Authorised User means the Client or employee, contractor, agent or other person associated with the Client who has been appointed to access the Buildhub Library.
1.3 Buildhub Document means any individual, set, or grouping of documents from the Buildhub Portfolio.
1.4 Buildhub Library means all of the Buildhub handbooks, manuals, brochures, guidelines, templates and other documentation created by the Buildhub for the purpose of providing Human Resources and/or Health and Safety support and advice.
1.5 Buildhub Portfolio means that part of the Buildhub Library that the Buildhub has agreed to grant access to the Client under this agreement.
2. SUBSCRIPTION SERVICE
2.1 As well as offering advice on a one-off individual basis, the Buildhub offers Human Resources and Health and Safety support and advice as an on-going Subscription Service. Clients may subscribe to the Buildhub Subscription Service for a minimum period of 12 months, paid monthly in advance from the commencement of the Subscription Service (Subscription Fee).
3. RIGHT OF ACCESS
3.1 Subscribers of the Subscription Service are granted a non-exclusive and non-assignable right to access the Buildhub Portfolio.
3.2 This right of access is limited, at any one time, to the number of concurrent Authorised Users recorded in the Statement of Work.
4. CONDITIONS OF USE
4.1 You do not own any of the Buildhub Documents, whether in electronic or hard copy form, obtained directly or indirectly from the Buildhub Library. You acknowledge that copyright exists in each of the Buildhub Documents and that full title to that copyright is at all times retained by Buildhub.
4.2 An Authorised User may download a single copy of a Buildhub Document and retain that copy for temporary use on a personal computer for internal purposes only. Buildhub Documents must not be downloaded on to a CD, data stick, or other portable device, or uploaded to cloud storage.
4.3 All downloaded Buildhub Documents must be deleted upon expiry or termination of your Subscription Service.
4.4 The retention of downloaded Buildhub Documents for the purposes of building up an electronic reference collection is expressly prohibited. At its sole discretion Buildhub may require you to make a written declaration on behalf of all Authorised Users that destruction of all downloaded copies of Buildhub Documents has occurred.
4.5 Except as otherwise may be expressly permitted at law, you undertake not to modify, merge with other documents, or circulate including via electronic mail, even for your internal purposes, any part of any Buildhub Document in any form without securing the prior written permission of the Buildhub and you undertake to ensure that no Authorised Users will engage in such activity.
4.6 Under no circumstances may a Buildhub Document, whether in electronic or hard copy form, in full or in part, be sold, or transferred to a third party. Under no circumstances may any Buildhub Document be placed on a network of any sort without the prior written permission of Buildhub.
4.7 You will not modify, adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Buildhub Documents, or any part of them and you undertake to ensure that no Authorised User will engage in such activity without the prior written permission of Buildhub.
4.8 You undertake to keep all identification information, including logins and passwords, secret and secure and you further undertake to ensure that each Authorised User does the same. Without limiting the foregoing, you agree:
(a) not to permit any third party to use an Authorised User’s login;
(b) not to disclose, or provide to any third party, an Authorised User’s password or any information that may allow them to gain access to the Buildhub Library using an Authorised User’s identification; and
(c) to, at all times, use all reasonable efforts to ensure that no improper or unauthorised use of any Authorised User’s identification information is made.
(d) You undertake to ensure that no Authorised User attempts to damage, interfere with, or harm the Buildhub website or any network or system underlying or connected to the Buildhub Library, including by using a robot, spider, scraper or other automated means to access the website, the Buildhub Library, or any of the Buildhub Documents for any purpose.
5. PRICING
5.1 The Buildhub may, from time to time, alter the price it charges for access to the Buildhub Library, however, if you are within your first 12 months of your Subscription Service, the changes will only apply to you from the expiry of those first 12 months.
6. TERMINATION
Following expiry of the initial 12 month term, the Subscription Service will continue on a monthly basis. The Client may terminate the Subscription Service at any time after the initial 11 months, by providing not less than one (1) month notice in writing to the Buildhub.
6.1 The Buildhub is not obligated in any way to provide a refund or credit for any portion of the Subscription Fee not utilised by you.
6.2 You remain obligated to pay your full Subscription Fee for the full term of the Subscription Service.
6.3 The Buildhub reserves the right to terminate access without notice to the Buildhub Library if payment of the Subscription Fee is not received by the due date.
6.4 At any time, the Buildhub may give notice of a change to the Subscription Fee (which will apply to the next month of your subscription, provided that the Subscription Fee will not increase during your first 12 months).
6.5 The Buildhub shall be entitled to terminate you (and your Authorised Users') access to the Buildhub Library automatically and without notice if you or any of your Authorised Users fail to comply with any of these Specific Terms.
6.6 Upon termination of your Subscription, you and each Authorised User must destroy all copies of the Buildhub Documents in your or their possession, power or under your or their control, including all partial copies, whether in electronic or hard copy form, directly or indirectly provided by the Buildhub or from the Buildhub Library. At its sole discretion The Buildhub may require a written declaration from you that such destruction has occurred. If, at any time during or after your Subscription the Buildhub believes based on reasonable grounds that you or an Authorised User has breached any of these Specific Terms, you shall permit an independent information technology consultant to act as an auditor, within seven days of being provided notice thereof. You shall permit the auditor (or any other independent person appointed jointly by the Buildhub and you) at a reasonable time during normal business hours (at the Buildhub‘s expense) to inspect (and hereby permit such person to enter any building for such purpose) your and each of your Authorised Users' computers and records for the purpose of verifying compliance with these Specific Terms subject to the execution of an appropriate confidentiality agreement. It is also agreed that, for the avoidance of doubt, the auditor can disclose to the Buildhub such information as is appropriate to enable the Buildhub to have a full understanding of any report being provided by the auditor to The Buildhub.
6.7 If as a result of the auditor’s inspection any irregularities are found in the manner of compliance with these Specific Terms by any Authorised User, or at any other time the Buildhub has factual evidence giving it reason to believe that there are irregularities in the manner of compliance of any Authorised User, and without prejudice to any other rights the Buildhub may have, the Buildhub shall be entitled, at its discretion:
(a) to undertake a review relating to such irregularities and
(b) to impose such further conditions relating to such irregularities as it deems reasonably necessary to ensure the proper performance under these Specific Terms, and/or to undertake a full review of you and your Authorised Users’ performance under these Specific Terms and to impose such further conditions as it deems reasonably necessary to ensure the proper performance of all obligations under these Specific Terms.
7. GENERAL
7.1 The Buildhub is not aware of any inherent risk of viruses in any Buildhub Document at the time that it is downloaded. The Buildhub has exercised due diligence to ensure, so far as practicable, that such documents do not contain viruses.
7.2 The Buildhub warrants that it will use reasonable endeavours to maintain the availability of access by Authorised Users to the The Buildhub Documents in the Buildhub Library during the continuation of your Subscription Service, such access being to a standard which accords with accepted industry practice applicable to services of the nature and of the type or kind of the Buildhub Library service.
7.3 From time to time, the Buildhub may alter the details of the Subscription Service and support it offers. Further details about the online service and support that Buildhub is able to provide are available from the Buildhub website.