Terms of Trade

By accepting this Proposal, the Client confirms that it has read, understood and accepted Baseline Horizon Group Limited's Terms of Trade. The Client acknowledges in particular the clauses dealing with payment, suspension and withholding of documentation, staff safety and termination, intellectual property and permitted use of documentation, limitation of liability, insurance, and any site-specific security provisions expressly stated in this Proposal.

1. Definitions and interpretation

Headings are for convenience only and do not affect interpretation.

1.1. In these Terms, unless the context requires otherwise:

BHG

means Baseline Horizon Group Limited and, where applicable, any related company, trading brand, successor or assignee identified in the Proposal or invoice, including the Baseline Group and Horizon regional brands.

Client

means the person, company, trust, partnership or other entity named as the client in the Proposal, invoice, application, instruction or acceptance, and includes each person who accepts or authorises the Services. If there is more than one Client, each Client is liable jointly and severally.

Contract

means the contract between BHG and the Client comprising the Proposal, these Terms, any written special conditions, and any written variation accepted by BHG.

Documentation

means all documents, plans, reports, drawings, designs, calculations, certificates, producer statements, survey data, digital files, specifications, opinions, advice, correspondence, applications, records and other material prepared, created, issued or supplied by BHG in connection with the Services, whether in draft or final form.

Fee

means the fee, rates, price, estimate, budget, charge, disbursements and other amounts payable for the Services, as stated in the Proposal, invoice, payment claim or as otherwise calculated under these Terms.

Proposal

means BHG's proposal, fee letter, quote, scope of work, engagement letter, email, instruction record or other document describing the Services, scope, exclusions, assumptions, site, fees, rates, disbursements, programme, special conditions or other engagement details.

Services

means the professional services and related work BHG agrees to provide to the Client, including any variations, additional services, attendances, advice, documentation, applications, lodgements, meetings and project administration.

Site

means the land, property, project area, development area, unit, lease area, building, structure, easement area, road corridor, reserve, waterway or other place identified in the Proposal, including any Record of Title, legal description, physical address, head title, parent title, balance land, or related land described in the Proposal.

Working Day

means a day other than a Saturday, Sunday, public holiday in the place where the Services are principally performed, or any day in the period beginning 24 December and ending 5 January inclusive.

1.2. A reference to any legislation includes any replacement, amendment or re-enactment of that legislation.

1.3. If there is any inconsistency between the Proposal and these Terms, the Proposal prevails to the extent of that inconsistency, but only if the Proposal expressly states that it is intended to override these Terms.

2. Engagement and acceptance

2.1. The Client accepts the Contract when the Client signs or electronically accepts the Proposal, instructs BHG to proceed, requests or accepts any Services, pays a deposit, or otherwise acts in a way that indicates acceptance.

2.2. BHG is not obliged to start or continue any Services until the Client has accepted the Contract and paid any required deposit or overdue amount.

2.3. These Terms apply to all Services unless BHG agrees otherwise in writing. No terms proposed by the Client, including purchase order terms, procurement terms or conditions printed on an instruction, apply unless BHG expressly accepts them in writing.

2.4. 2.4 The Proposal is based on information available to BHG at the time it is prepared. If that information is incomplete, inaccurate, misleading, changes, or is later found to be unsuitable, BHG may revise the scope, programme, Fee and assumptions.

2.5. 2.5 Unless expressly stated in the Proposal, BHG does not provide legal, tax, financial, valuation, insurance, lending, real estate, quantity surveying or investment advice. The Client must obtain its own advice in those areas where required.

2.6. 2.6 Electronic signatures, email acceptance and other electronic communications may be used to form and administer the Contract.

3. Scope of Services

3.1. BHG will provide the Services described in the Proposal, subject to the exclusions, assumptions, limitations, dependencies and Client obligations stated in the Proposal and these Terms.

3.2. BHG is not responsible for any matter outside the agreed scope, including work that would reasonably require a separate instruction, additional investigation, third-party input, legal advice, specialist advice, construction supervision, contractor management, or additional council or LINZ process unless that work is expressly included in the Proposal.

3.3. Any advice, opinion, estimate, programme, strategy, design, plan or recommendation is given for the purpose stated in the Proposal and for the Client's use only, unless BHG agrees otherwise in writing.

3.4. BHG does not guarantee that any consent, approval, certificate, title, condition clearance, engineering acceptance, lending approval, sale outcome, construction outcome, council decision, LINZ decision or third-party decision will be obtained by any particular date, or at all, unless BHG expressly gives that guarantee in writing.

4. Standard of care

4.1. BHG will perform the Services with the reasonable skill, care and diligence expected of a competent professional consultant providing comparable services in New Zealand at the time the Services are performed.

4.2. BHG's obligations are professional obligations to exercise reasonable skill and care. They are not guarantees of outcome, approval, programme, profitability, value, saleability, buildability, title issue, lending acceptance or commercial feasibility.

4.3. BHG may rely on information, documents, instructions, surveys, reports, designs, records, title information, council information, LINZ information, utility information, ground information and other material supplied by the Client, public authorities, contractors, other consultants or third parties, unless it is unreasonable for BHG to do so in the circumstances.

4.4. BHG is not responsible for errors, omissions, assumptions, limitations or inaccuracies in third-party material or Client-supplied information, except to the extent BHG has been negligent in relying on that material within the agreed scope of the Services.

5. Client obligations

5.1. The Client must:

• provide complete, accurate and timely instructions, information, documents and decisions;
• identify all relevant land, titles, easements, covenants, encumbrances, consent history, agreements, hazards, utilities, site constraints and third-party interests known to the Client;
• ensure BHG has safe, lawful and timely access to the Site and to any information or third party reasonably required for the Services;
• obtain, or authorise BHG to obtain, any owner consents, authority forms, access approvals, third-party permissions, council authority, LINZ authority or other authority reasonably required;
• co-operate with BHG and avoid causing unreasonable delay, duplication, rework or disruption;
• pay all amounts due under the Contract on time;
• use Documentation only for the purpose for which it was prepared and only in accordance with these Terms;
• ensure that all communications with BHG's staff, contractors and representatives are respectful, safe and lawful.

5.2. The Client warrants that it has authority to instruct BHG and to bind the Client and, where relevant, each owner of the Site or project entity on whose behalf the Client is acting.

5.3. If the Client instructs BHG on behalf of another person or entity, the Client is personally liable for payment unless BHG agrees in writing to release the Client from that liability.

6. Fees, disbursements and variations

6.1. The Fee will be calculated as stated in the Proposal. If the Proposal does not state a fixed fee, or if work is outside the fixed scope, BHG may charge on a time and disbursement basis at its current rates.

6.2. Any fixed fee, estimate or budget is based on the scope, assumptions and information available when the Proposal is prepared. Unless the Proposal states otherwise, a fixed fee covers only the Services expressly included in the Proposal.

6.3. BHG may charge additional fees and disbursements where:

• the Client changes the scope, brief, design, timing, instructions or required deliverables;
• additional meetings, advice, documentation, redesign, rework, correspondence, council responses, LINZ responses, contractor assistance, client assistance, hearings, objections, evidence, site attendance or project management are required;
• BHG encounters hidden, unknown or materially different site conditions, title matters, easements, legal constraints, ground conditions, service locations, contamination, flood matters, engineering constraints, planning constraints or utility issues;
• a public authority, LINZ, council, contractor, bank, lawyer, other consultant or third party requires further information, amendments or process not reasonably allowed for in the Proposal;
• access, information, approvals, decisions or Client inputs are delayed or unavailable;
• the Services extend beyond 12 months from acceptance and BHG's rates or costs have changed.

6.4. BHG may charge reasonable internal disbursements and administration charges as stated in the Proposal or invoice, including travel, printing, plotting, mileage, couriers, digital transfer, file handling and similar costs.

6.5. BHG may on-charge external costs, including council fees, LINZ fees, lodgement fees, specialist consultants, search fees, service authority fees, contractor costs and other third-party charges. BHG may require payment in advance before incurring external costs.

6.6. If BHG pays another consultant, contractor, authority or third party on the Client's behalf, BHG may charge a reasonable handling fee stated in the Proposal or, if no fee is stated, 10% of the amount paid.

7. Invoicing and payment

7.1. BHG may invoice by progress claim, monthly invoice, milestone invoice, on completion, before release of Documentation, before lodgement, before issue of a producer statement or certificate, or otherwise as stated in the Proposal.

7.2. Unless the Proposal or invoice states another due date, invoices are due seven days after the invoice date. Approved monthly account Clients must pay by the 20th day of the month following the invoice date, unless BHG has agreed otherwise in writing.

7.3. GST, duties, taxes, levies and third-party charges are payable in addition to the Fee unless expressly included.

7.4. The Client must not deduct retentions unless BHG has agreed to retentions in writing before the Services are instructed. If the Client deducts a retention without written agreement, the retained amount is treated as overdue.

7.5. If the Client genuinely disputes an invoice, the Client must notify BHG in writing before the due date, identify the amount disputed and give reasons. The Client must pay all undisputed amounts by the due date. A dispute over one invoice or one part of an invoice does not justify withholding payment of other amounts.

7.6. Except to the extent prohibited by law, the Client must not set off, deduct or withhold any amount from payment of BHG's invoices on account of any claim, alleged claim, counterclaim, complaint or dispute.

7.7. Interest accrues on overdue amounts at 1.5% per month, calculated daily from the due date until payment. BHG may charge a lower rate or waive interest at its discretion.

7.8. The Client must pay BHG's reasonable costs of recovering overdue amounts, including internal administration costs, collection agency costs, debt recovery costs, court or adjudication costs, and legal costs on a solicitor and client basis to the extent those costs are reasonably incurred.

8. Construction Contracts Act and payment claims

8.1. Where the Services are, or include, construction work or related services under the Construction Contracts Act 2002, BHG may issue payment claims and exercise all statutory rights and remedies available to it, including rights relating to payment schedules, debt recovery, adjudication, suspension and costs recovery.

8.2. A payment claim issued by BHG under the Construction Contracts Act 2002 must be responded to in the manner and within the time required by that Act. Failure to provide a valid payment schedule or to pay a scheduled amount may give BHG statutory rights to recover the unpaid amount as a debt and to suspend work after the required notice period.

8.3. The rights in this clause are in addition to, and do not limit, BHG's contractual rights under these Terms.

9. Suspension and withholding for non-payment

9.1. If any amount is overdue, or if BHG reasonably considers that the Client may be unable or unwilling to pay amounts as they fall due, BHG may give written notice requiring payment, security for payment, or other reasonable assurance.

9.2. If the Client does not remedy the payment default or provide the required assurance within the period stated in BHG's notice, BHG may do any one or more of the following:

• suspend some or all Services;
• withhold final Documentation, producer statements, certificates, design files, survey datasets, title documentation, LINZ lodgements, council lodgements, responses, calculations, reports, advice or deliverables;
• decline to attend meetings, site visits, council meetings, contractor meetings or client meetings;
• decline to respond to further requests, RFIs, emails, calls or third-party queries, except where BHG considers a response is necessary to manage safety, legal, professional or regulatory obligations;
• revoke or suspend the Client's licence to use unpaid Documentation under clause 14;
• require payment in advance before resuming Services;
• terminate the Contract under clause 12.

9.3. BHG is not liable for delay, loss, damage, additional costs, lost opportunity, consent delay, title delay, construction delay, financing consequence or other consequence arising from BHG's lawful suspension, withholding, licence suspension or termination under these Terms.

9.4. Suspension does not affect the Client's obligation to pay amounts already due or amounts incurred during suspension, including reasonable remobilisation costs, demobilisation costs, holding costs and reprogramming costs.

9.5. BHG may resume Services when BHG is satisfied that overdue amounts have been paid and that future payment risk has been adequately addressed. BHG may revise the programme, scope, fees and resourcing before resuming Services.

10. Staff safety, behaviour and communications

10.1. The Client must ensure that the Client, its representatives, owners, occupiers, contractors, agents and invitees do not engage in unsafe, abusive or unacceptable conduct towards BHG's staff, contractors or representatives.

10.2. Unacceptable conduct includes physical abuse, threats, intimidation, harassment, bullying, discriminatory conduct, sexual harassment, aggressive communication, repeated unreasonable demands, deliberately misleading conduct, unsafe site conduct, abusive language, or conduct that BHG reasonably considers creates a health, safety, wellbeing, reputational or professional risk.

10.3. If unacceptable conduct occurs, BHG may take any reasonable step to protect its people and business, including requiring all communication to be in writing, requiring communication through a nominated person, refusing direct contact with particular individuals, suspending Services, leaving the Site, cancelling meetings, requiring an apology or undertaking, or terminating the Contract.

10.4. BHG may terminate the Contract immediately for physical abuse, threats, serious harassment, serious safety risk or serious misconduct. For less serious but repeated conduct, BHG will usually give notice and a reasonable opportunity to correct the conduct before termination, unless BHG considers that doing so would expose its staff or business to unreasonable risk.

10.5. BHG is not liable for any loss, delay, damage or cost caused by BHG taking reasonable action under this clause. The Client remains liable for all Services performed, costs incurred and reasonable demobilisation or handover costs up to termination.

11. Programme, delays and access

11.1. Any time, programme, expected date or estimate given by BHG is an estimate only unless BHG expressly agrees in writing that time is of the essence.

11.2. BHG is entitled to a reasonable extension of time, and to charge additional fees and costs, where delay is caused by any matter not entirely within BHG's control, including Client delay, third-party delay, council or LINZ timeframes, authority responses, missing information, changed instructions, site access issues, weather, illness, resourcing constraints, force majeure events, contractor delay, consultant delay, utility authority delay, or discovery of unforeseen matters.

11.3. If BHG is unable to attend the Site or perform scheduled Services because access is unavailable, the Site is unsafe, the Client is not ready, or another party has not completed prerequisite work, BHG may charge for the cancelled attendance, travel, downtime and rescheduling.

12. Termination and cancellation

12.1. The Client may cancel or terminate the Contract by written notice. The Client must pay BHG for all Services performed, commitments made, costs incurred, third-party costs, demobilisation costs and reasonable loss arising directly from the cancellation, including committed staff time and loss of margin on cancelled fixed-fee work where reasonably incurred.

12.2. BHG may terminate the Contract by written notice if:

• an amount remains overdue after written notice;
• the Client fails to provide information, access, authority, decisions, instructions, co-operation or security for payment reasonably required by BHG;
• the Client or its representative engages in unacceptable conduct under clause 10;
• BHG reasonably considers that continuing the Services would create a health and safety, legal, ethical, professional, insurance, regulatory, reputational or conflict risk;
• the Client becomes insolvent, bankrupt, enters receivership, liquidation, voluntary administration, compromise, creditor arrangement, or BHG reasonably considers that the Client may be unable to pay its debts as they fall due;
• the Client materially breaches the Contract and fails to remedy the breach within a reasonable period stated in BHG's notice.

12.3. BHG may terminate immediately where the breach or risk is serious, cannot reasonably be remedied, involves verbal abuse, threats or violence, or requires immediate action to protect staff, professional obligations, statutory obligations or BHG's business.

12.4. Termination does not affect rights or obligations accrued before termination, including payment obligations, intellectual property rights, confidentiality, limitation of liability, dispute resolution, debt recovery and any security rights.

13. Other consultants, contractors and authorities

13.1. The Client is responsible for appointing and paying client-appointed consultants, contractors, specialists, lawyers, banks, builders, architects, valuers and other third parties unless the Proposal expressly states otherwise.

13.2. BHG is not responsible for the acts, omissions, advice, delays, errors, fees or performance of client-appointed consultants or contractors. BHG is not required to check or verify their work unless that checking is expressly included in the Services.

13.3. BHG may recommend, engage or coordinate third-party consultants or contractors where reasonably required for the Services. If a third party is engaged directly by BHG as a subcontractor for part of BHG's Services, BHG remains responsible to the Client for that subcontracted part to the extent required by law and the Contract.

13.4. BHG is not responsible for council, LINZ, utility provider, iwi, neighbour, bank, lawyer, contractor or other third-party decisions, conditions, delays, interpretations, requirements or changes, except to the extent caused by BHG's negligence within the agreed scope of Services.

14. Intellectual property, documentation and permitted use

14.1. BHG retains ownership of all copyright, intellectual property and know-how in the Documentation and in BHG's methods, templates, systems, processes, data structures, calculations and working files.

14.2. Subject to payment in full of all amounts due for the relevant Services, BHG grants the Client a non-exclusive licence to use final Documentation for the specific purpose, Site and project for which it was prepared.

14.3. The Client must not use, copy, modify, assign, transfer, publish, rely on, submit, lodge or provide the Documentation for any other site, project, purpose, stage, consent, title, construction, sale, financing, dispute or third-party use without BHG's prior written consent.

14.4. Draft Documentation is provided for discussion only and must not be relied on, lodged, submitted, constructed from, certified from, priced from, sold from, financed from or provided to third parties unless BHG expressly authorises that use in writing.

14.5. If the Client fails to pay any amount when due, BHG may suspend or revoke the Client's licence to use Documentation for which payment has not been made. While the licence is suspended or revoked, the Client must not use, rely on, lodge, submit, publish, provide or continue to use the relevant Documentation except to the extent BHG agrees in writing or the law requires.

14.6. BHG may retain copies of Documentation and project records for professional, insurance, regulatory, quality assurance, audit, precedent, training, and internal business purposes.

14.7. BHG may use non-confidential project information and imagery for marketing, capability statements, awards and business development, provided BHG does not disclose personal information or commercially sensitive information where it would be unreasonable to do so. BHG will not use a private residential client's name, address or identifiable personal information in public marketing without consent.

15. Confidentiality and privacy

15.1. Each party must keep confidential information received from the other party confidential, except to the extent disclosure is reasonably required for the Services, permitted by the Contract, required by law, required by a public authority, required for insurance or legal advice, or already public other than through breach of the Contract.

15.2. BHG may collect, use, store and disclose personal information about the Client and relevant individuals for purposes connected with the Services, relationship management, conflict checks, credit assessment, debt recovery, health and safety, legal compliance, insurance, professional obligations, marketing to existing clients, and business administration.

15.3. BHG may disclose information to staff, related entities, insurers, brokers, lawyers, accountants, debt recovery agents, credit reporters, contractors, consultants, councils, LINZ, utility providers, public authorities and other persons where reasonably required for the Services or the purposes described in clause 15.2.

15.4. Individuals may request access to, and correction of, personal information held about them, subject to the Privacy Act 2020.

15.5. The Client must ensure that it has authority to provide BHG with personal information about any owner, occupier, tenant, neighbour, contractor, staff member, consultant or other individual, and must tell those individuals where required that their information may be provided to and used by BHG for the Services.

16. Consumer, Fair Trading Act and non-excludable rights

16.1. Nothing in these Terms limits or excludes any right, guarantee, remedy or liability that cannot lawfully be limited or excluded.

16.2. If the Client acquires the Services for the purposes of a business and all parties are in trade, the Client agrees, to the maximum extent permitted by section 43 of the Consumer Guarantees Act 1993, that the provisions of that Act do not apply to the Services, and that it is fair and reasonable for the parties to be bound by that exclusion.

16.3. If the Services are supplied and acquired in trade, and all parties are in trade, the parties agree, to the maximum extent permitted by section 5D of the Fair Trading Act 1986, to contract out of sections 9, 12A, 13 and 14(1) of that Act to the extent necessary to give effect to these Terms and the allocation of risk in the Contract, and agree that it is fair and reasonable for them to be bound by that contracting out.

16.4. Clause 16.3 does not limit the Commerce Commission's rights, does not apply where contracting out is not permitted by law, and does not allow either party to engage in intentional misleading conduct, fraud, dishonesty or unconscionable conduct.

16.5. If the Client is a consumer or residential client to whom non-excludable statutory rights apply, these Terms apply only to the extent consistent with those rights.

17. Liability

17.1. Subject to clause 16 and this clause 17, BHG is liable to the Client only for direct loss or damage caused by BHG's negligent act, omission or statement in performing the Services.

17.2. BHG is not liable for indirect, consequential, special or economic loss, loss of profit, loss of revenue, loss of opportunity, loss of anticipated savings, loss of rent, loss of business, loss of goodwill, financing costs, holding costs, delay costs, increased construction costs, third-party claims against the Client, or loss arising from the Client's contracts with third parties, except to the extent that such liability cannot lawfully be excluded or is covered by and payable under BHG's applicable insurance as described in clause 17.5.

17.3. BHG is not liable for loss or damage to the extent caused or contributed to by:

• Client-supplied information that is incomplete, inaccurate, misleading, late or unsuitable;
• changes to law, policy, standards, guidance, council practice, LINZ practice, authority requirements, site conditions or third-party requirements after the relevant Services are performed;
• the acts, omissions, delays, errors or insolvency of the Client, client-appointed consultants, contractors, authorities, neighbours, banks, lawyers, purchasers, vendors or other third parties;
• use of Documentation for a purpose, site, project, stage or person for which it was not prepared;
• use of draft, superseded, incomplete or unpaid Documentation;
• the Client failing to follow BHG's advice, assumptions, limitations, warnings or recommendations;
• any matter outside BHG's agreed scope of Services.

17.4. Subject to clause 17.5, BHG's total aggregate liability to the Client arising out of or in connection with the Services, whether in contract, tort (including negligence), equity, statute or otherwise, and including all claims, damages, liabilities, losses, costs and expenses, is limited to an amount equal to five times the Fee, exclusive of GST and disbursements, for the relevant Services giving rise to the claim.

17.5. The limitation in clause 17.4 applies only to BHG's liability to the extent that a claim, or part of a claim, is not covered by, accepted by, and payable under BHG's applicable professional indemnity or other liability insurance. Nothing in clause 17.4 limits, reduces, excludes or otherwise affects any amount that is payable by BHG's insurer in respect of a claim, up to the applicable limit of indemnity and subject to the terms, conditions and exclusions of the relevant insurance policy. To the extent insurance proceeds are paid or payable by BHG's insurer in respect of a claim, the Client's recovery of those insured amounts is not subject to the limitation in clause 17.4. If BHG's insurer declines cover, is unable to pay, is insolvent, or is not required to indemnify BHG for all or part of a claim, BHG's liability for that uninsured or unpaid part is limited in accordance with clause 17.4.

17.6. The Client must notify BHG in writing as soon as reasonably practicable after becoming aware of any matter that may give rise to a claim, and must give BHG a reasonable opportunity to investigate, respond, mitigate, remedy or re-perform the relevant Services where appropriate. Failure to give prompt notice may reduce BHG's liability to the extent BHG is prejudiced by the delay.

17.7. The Client must take reasonable steps to mitigate any loss and must not incur avoidable costs or allow a matter to escalate unreasonably without giving BHG a reasonable opportunity to respond.

17.8. Any employee, director, shareholder, officer, contractor, consultant, related entity or representative of BHG involved in the Services has the benefit of the exclusions and limitations in these Terms, and may enforce them for their own benefit to the extent permitted by the Contract and Commercial Law Act 2017.

18. Errors, omissions and remedial work

18.1. The Client must review Documentation and notify BHG promptly if the Client becomes aware of any apparent error, omission, inconsistency, ambiguity or issue.

18.2. If BHG accepts that there is an error or omission in the Services for which BHG is responsible, BHG may, where reasonable, remedy, correct, amend or re-perform the affected part of the Services. This clause does not limit any non-excludable statutory right that applies to the Client.

18.3. The Client must not arrange replacement work, remedial work, redesign, re-survey, re-lodgement, construction change or third-party correction at BHG's cost without first giving BHG a reasonable opportunity to assess and, where appropriate, remedy the matter, unless urgent action is reasonably required to prevent immediate safety risk or material loss.

19. Site-specific security

19.1. The Client and each signing owner grant BHG an equitable charge and agreement to mortgage over the Site to secure payment of all amounts owing to BHG under the Contract, including interest and reasonable recovery costs.

19.2. Where an amount remains overdue after BHG has given at least five Working Days' written notice requiring payment, the Client and each signing owner agree that BHG may lodge and maintain a caveat against the Site to protect BHG's interest. BHG may lodge a caveat without waiting five Working Days if BHG reasonably considers that its security is at immediate risk.

19.3. BHG must withdraw any caveat lodged under this clause within a reasonable time after the secured amounts have been paid in full and BHG's reasonable withdrawal costs have been met.

19.4. The Client must sign all documents and do all things reasonably required to give effect to this clause where it applies. The Client must pay BHG's reasonable legal and registration costs relating to the security and any caveat.

20. PPSA and credit support

20.1. If BHG supplies Services on credit to a Client that is in trade, the Client grants BHG a security interest, for the purposes of the Personal Property Securities Act 1999, in the Client's rights in Documentation supplied by BHG, and in the Client's present and future accounts and payment obligations to BHG, to secure payment of amounts owing to BHG.

20.2. The Client must provide information and sign documents reasonably required by BHG to register, maintain or release any financing statement relating to that security interest.

20.3. BHG may require a deposit, payment in advance, director guarantee, owner guarantee, trust guarantee, credit application, authority form, or other reasonable credit support before starting or continuing Services.

21. Notices

21.1. Notices may be given by hand, post, courier, email, electronic signature platform or other electronic method used by the parties in connection with the Services.

21.2. A notice sent by email is treated as received when sent, provided the sender does not receive an automated delivery failure notice, but any notice sent after 5.00 pm or on a non-Working Day is treated as received on the next Working Day.

21.3. The Client must promptly notify BHG of any change to the Client's name, address, email, phone number, ownership, business structure, insolvency status, authority, contact person or Site ownership relevant to the Services.

22. Disputes

22.1. If a dispute arises, each party must first attempt in good faith to resolve it by discussion between senior representatives, unless urgent relief, debt recovery, suspension, adjudication under the Construction Contracts Act 2002, caveat action, insurance notification, or other protective action is reasonably required.

22.2. If the dispute is not resolved within 10 Working Days after written notice of dispute, either party may refer the dispute to mediation. Unless the parties agree otherwise, the mediator will be appointed by the President of the New Zealand Law Society or their nominee.

22.3. Nothing in this clause prevents BHG from recovering overdue amounts, issuing or enforcing a payment claim, suspending Services, withholding Documentation, lodging or maintaining a caveat where permitted, notifying an insurer, or seeking urgent interim relief.

22.4. If the dispute is not resolved by negotiation or mediation, either party may commence proceedings in the New Zealand courts, unless the parties agree in writing to arbitration.

23. General

23.1. The Contract is governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

23.2. BHG may assign or transfer its rights and obligations under the Contract to a related entity or successor as part of a business restructure, merger, sale, acquisition or internal reorganisation, provided the assignee is reasonably capable of performing BHG's remaining obligations. BHG may subcontract parts of the Services, subject to clause 13.3.

23.3. BHG may update these Terms from time to time. Updated terms apply only to new Proposals or new Services accepted after the updated terms are provided or made available to the Client, unless the Client expressly agrees that updated terms apply to existing Services.

23.4. Neither party is liable for failure or delay caused by an event beyond its reasonable control, including natural disaster, fire, flood, earthquake, storm, pandemic, epidemic, war, terrorism, civil disturbance, strike, lockout, industrial action, cyber incident, utility failure, authority shutdown, or other event beyond reasonable control. This clause does not excuse payment of amounts already due.

23.5. If any provision of the Contract is invalid, illegal or unenforceable, it is to be modified to the minimum extent necessary to make it valid, legal and enforceable. If modification is not possible, the provision is severed and the remaining provisions continue in force.

23.6. A failure or delay by BHG in exercising a right is not a waiver of that right. A waiver must be in writing and applies only to the specific matter for which it is given.

23.7. The Client must not assign, transfer or novate the Contract or any rights under it without BHG's prior written consent, which must not be unreasonably withheld where the proposed assignee is creditworthy and accepts the Client's obligations.

23.8. The Contract records the whole agreement between the parties for the Services and replaces prior discussions, representations and communications about those Services, except to the extent a representation cannot lawfully be excluded or the parties have expressly recorded it in the Proposal.