Terms & Conditions

1. Application

These terms and conditions ('Terms') apply to the performance of Services supplied by Medical Response Industries ('MRI') to the person named in the relevant Quotation who has requested the services of MRI ('Event Provider').

These Terms apply to the exclusion of any inconsistent terms proposed by the Event Provider or which the Event Provider claims to apply to the performance of the Services.

MRI and the Event Provider may by agreement in writing enter additional terms ('Framework Terms') which will govern the ongoing relationship between MRI and Event Provider in connection with the delivery of Services in respect of multiple Events.

When the Event Provider accepts a quotation for event cover issued by MRI for the provision of Services ('Quotation') in accordance with the conditions of acceptance set out in the Quotation, that Quotation will form an individual and legally binding contract between MRI and the Event Provider subject only to these Terms and, if applicable, the Framework Terms.

To the extent that there is any inconsistency between provisions, the following order of precedence applies:

• The Quotation (including any special conditions)
• The Framework Terms (if any)
• These Terms

2. Definitions

In these Terms, unless the context otherwise requires, the following definitions apply:

'Applicable Law'

All laws, statutes, regulations, standards, and New Zealand Government requirements applicable to the Event Provider.

'Business Day'

A day (other than Saturday or Sunday) on which registered banks are open for business in Auckland, New Zealand.

'Confidential Information'

All information provided in connection with a party's business and operations, including commercial, financial, technical information, trade secrets, and unpublished information.

'Covered Persons'

The persons indicated in a Quotation or Framework Terms, or if not specified, all crowd attendees at the Event.

'Dedicated MRI Personnel'

Persons of the qualification and skills identified in a Quotation or Framework Terms.

'Fees'

The fees payable by the Event Provider for the Services, as specified in a Quotation or Framework Terms, subject to adjustment in accordance with these Terms.

'Force Majeure Event'

An event beyond reasonable control including natural disasters, civil commotion, terrorism, government sanctions, or industrial action.

'Health and Safety Law'

The Health and Safety at Work Act 2015, regulations, codes of practice, and applicable guidelines.

'Privacy Law'

The Privacy Act 2020, related statutes, regulations, and codes including the Health Information Privacy Code 2020.

'Services'

The provision of MRI Resources and attendance of Dedicated MRI Personnel at Events for the purpose of providing pre-hospital emergency medical care services.

3. The Services

MRI will perform the Services in a professional manner, with the due care, skill, and diligence expected of a competent and properly qualified provider of similar services.

MRI will perform the Services in compliance with Applicable Law and Health and Safety Law, and in accordance with the terms of the relevant Quotation and/or Framework Terms.

Subject to safety considerations, MRI will provide the Services for the duration of the Event(s). MRI reserves the right to withdraw its personnel and/or resources from any Event if it determines, acting reasonably, that it is necessary to do so for the safety of its personnel or the public.

MRI may subcontract the performance of all or any part of the Services without prior written consent of the Event Provider.

4. Obligations of the Event Provider

The Event Provider must ensure that they and their personnel:

• Provide MRI with all necessary information or documentation before the start of the event
• Refrain from actions that could tarnish the reputation of MRI
• Collaborate with MRI to ensure personnel can take minimum rest and meal breaks
• Obtain and maintain all necessary licenses, permits, authorizations, and approvals
• Adhere to all applicable laws
• Comply with all reasonable instructions from MRI
• Obtain MRI's written approval before releasing press releases or promotional materials referencing these Terms
• Not request MRI to complete medical documentation unless pre-approved
• Ensure an event liaison is available to MRI during and before the event

5. Event Changes or Cancellation

The Event Provider must promptly notify MRI in writing of any changes to the date or time of the event, cancellation, or other relevant matters.

Upon receiving notice, MRI will make reasonable efforts to accommodate requested changes, though additional fees may be required.

Cancellation Fees:

• Full fee if cancelled within 24 hours of scheduled start time
• 50% of full fee if cancelled between 24-96 hours before scheduled start time
• 50% of full fee if cancelled after quote acceptance but alternative medical coverage is provided
• 25% of full fee if total fee exceeds $2,500 (excl. GST) and cancelled within 50 business days before start date

These amounts represent MRI's reasonable estimate of mobilisation costs.

Clause 5 does not apply if the quotation includes a 'guaranteed rain date'.

6. Fees

If a quotation specifies a Maximum Event Time, fees are calculated on the assumption the event will not exceed this duration. If it extends beyond, MRI may charge additional fees on a pro-rata basis.

Unless stated otherwise, fees are exclusive of additional costs incurred by MRI for services outside the agreed scope.

For all engagements, MRI may issue tax invoices on specified dates or following conclusion of each event.

The Event Provider must pay the full amount of fees to MRI's nominated bank account by the Payment Date.

If full payment is not received by the Payment Date, MRI may charge interest at 10% per annum, accruing daily and compounding monthly on the outstanding amount.

If the Event Provider disputes an invoice, they must pay the full amount and notify MRI in writing of the dispute.

Payments must be made in full, without any withholding, deduction, or set-off.

7. Health and Safety

MRI must comply with Health and Safety Law, and the Event Provider must comply with all Health and Safety Law instructions or directions given by MRI.

The Event Provider must consult, cooperate, and coordinate activities with MRI regarding health and safety, and promptly notify MRI of any health, safety, or welfare risks, incidents, or near misses.

The Event Provider must provide MRI with up-to-date health and safety procedures and policies relevant to the event.

8. Multi-Event Engagements

This clause applies only to multi-event engagements. If a Minimum Event Commitment is outlined, the Event Provider must conduct the minimum number and type of events during the Initial Term.

If costs to MRI increase due to changes in employment terms or the number of events being less than the Minimum Event Commitment, MRI may require additional payments or adjust fees accordingly.

If an Exclusivity Period is in place, the Event Provider must contract MRI exclusively for pre-hospital emergency care services during this period. The Event Provider may engage another provider if MRI declines to provide services or fails to respond within a reasonable period.

9. Liability

MRI is not liable for any loss of profit, revenue, or indirect or consequential losses in connection with these Terms.

MRI's total liability is limited to the amount of fees paid under the contract.

These Terms do not limit liability for fraud, fraudulent misrepresentation, or other matters that cannot be legally excluded.

10. Termination

Either party may terminate the contract if the other party commits a material breach and fails to remedy it within five business days of being notified in writing.

Either party may terminate if the other party becomes subject to an Insolvency Event.

MRI may terminate if the Event Provider fails to pay fees on time or takes actions detrimental to MRI's interests or reputation.

Termination does not affect rights and obligations accrued up to the termination date. Certain obligations, including privacy obligations, survive termination.

11. Privacy

The Event Provider must not request that MRI personnel disclose Health Personal Information (Health PI) unless authorised.

MRI may disclose Health PI to the Event Provider with prior written consent from the individual concerned.

If the Event Provider processes Health PI, they must:

• Only process Health PI for authorised purposes
• Comply with privacy laws
• Obtain MRI's written consent before disclosing to third parties
• Notify MRI promptly of any unauthorised access or compromise
• Cooperate with MRI regarding complaints or requests
• Implement necessary measures to protect Health PI
• Follow MRI's directions regarding processing
• Not process Health PI outside New Zealand without MRI's consent

12. Confidentiality

Each party must hold the Confidential Information of the other party in strict confidence and must not disclose it to any third party, except to employees, professional advisors, and sub-contractors on a 'need-to-know' basis.

These obligations do not apply to Confidential Information which is:

• Publicly available or becomes publicly available through no act or omission of the Recipient
• Generic information readily known to any person in that business
• Required to be disclosed by court order or regulator (with notice to the Disclosing Party)
• Disclosed pursuant to stock exchange requirements (with prior notice to Disclosing Party)

Nothing in this clause prevents MRI from using information obtained in the course of carrying out Services for developing risk assessments for similar events, provided MRI does not publish any Confidential Information in a form where the Event Provider could be identified.

13. Force Majeure

Neither party will be liable for its inability or failure to perform, or delay in performing, any obligations caused by a Force Majeure Event.

If a Force Majeure Event occurs, the affected party must give prompt notice and use commercially reasonable endeavours to resume obligations as soon as practicable.

The unaffected party may terminate immediately by notice if a Force Majeure Event substantially affects the other party's ability to perform and continues for more than 20 Business Days.

This clause does not relieve a party of its obligation to pay amounts due but may be the basis for delay in payment.

14. Dispute Resolution

If a dispute arises, the parties will negotiate in good faith to settle it.

If the dispute cannot be settled by good faith negotiations within 10 Business Days, either party may refer it to mediation by a single mediator agreed between the parties or appointed by the President of the New Zealand Law Society.

If the dispute cannot be settled within 10 Business Days of mediation, either party will be entitled to exercise all rights and remedies available at law.

Nothing prevents a party from commencing court proceedings for urgent injunctive relief.

15. Notices

Any notice that MRI is required to give will be deemed valid if personally delivered, posted, or sent by email to the Event Provider's contact details specified in a Quotation or Framework Terms.

If the Event Provider is required to give notice to MRI, it must be sent by email to: admin@mri.nz

Notices given by MRI or the Event Provider will be deemed received:

• If by post, on the third Business Day following posting
• If by email, at the time of transmission, unless unsuccessful
• If received outside 9:00 am to 5:00 pm on a Business Day, at 9:00 am on the next Business Day

16. General

Headings are for reference only and do not affect interpretation. References to statutory provisions include all regulations, orders, and rules made under those statutes.

Words importing the plural include the singular and vice versa. 'Includes' is not a form of limitation. References to a 'person' include natural persons, companies, corporations, partnerships, trusts, organisations, and government departments.

All periods of time include the day the period commences and the day it ends. References to '$' or dollars are references to New Zealand dollars.

All amounts are exclusive of GST, which is payable by the Event Provider in addition.

These Terms (including each Quotation and Framework Terms) constitute the entire agreement and supersede any prior draft agreements, undertakings, representations, warranties, and arrangements.

No amendment to these Terms will be effective unless in writing and signed by both parties.

Nothing in these Terms creates rights enforceable by persons other than the parties for the purposes of the Contract and Commercial Law Act 2017.

No delay by either party in enforcing its rights will prevent enforcement. If a party waives any right or breach, it does not waive any other right or breach.

The Event Provider may not assign any of its rights or benefits without MRI's prior written consent.

Nothing constitutes either party to be an agent, partner, or representative of the other, or creates any trust or commercial partnership.

If any provision is found invalid or unenforceable, the remaining provisions continue in force. The parties must use best endeavors to replace any invalid provision with a valid one having similar effect.

These Terms are governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.