Arc Safety and Medical Terms and Conditions

ARC SAFETY AND MEDICAL TERMS & CONDITIONS

1. APPLICATION

1.1 These T&Cs apply every time Arc Safety and Medical provides Services to the Client. It covers all Events, whether covered by a single Quotation or multiple Quotations.

1.2 These T&Cs form part of a legally binding Agreement on the date that the Client does any of the following:

(a) instructs Arc Safety and Medical to proceed, whether in writing, verbally, or through conduct, including requesting Services or permitting Arc Safety and Medical to attend an Event;

(b) makes any payment to Arc Safety and Medical; or

1.3 A signed copy of these T&Cs is not required for it to be legally binding. If the Client does not accept these T&Cs, it must notify Arc Safety and Medical in writing before making payment, instructing Arc Safety and Medical to proceed, or receiving any Services. Failure to do so constitutes acceptance of these T&Cs.

1.4 These T&Cs remain in effect until terminated under clause 14 or as otherwise agreed in writing. Once these T&Cs form an agreement under clause 1.2, Arc Safety and Medical will treat the Event as continuing for the period set out in the Quotation, unless the Client notifies otherwise or requests changes or cancellation under clause 8.

1.5 If there is any inconsistency between these T&Cs and any other document, including a purchase order, booking form, or other communication from the Client, these T&Cs shall prevail unless otherwise expressly agreed in writing by Arc Safety and Medical.

1.6 Arc Safety and Medical may update these T&Cs by providing at least 10 Business Days’ written notice, along with a copy of the amended Agreement by email. If the Client does not object in writing within that period, the updated terms will apply to all future Events unless otherwise agreed.

2. DEFINITIONS AND INTERPRETATION

2.1 The following definitions apply unless the context requires otherwise:

“Agreement”	means the legally binding contract formed between Arc Safety and Medical and the Client when the Client accepts the T&Cs under clause 1.2. The Agreement includes these T&Cs, the Quotation and includes any variations, additions, or amendments to the same as may be agreed in writing by the Parties from time to time.
“Applicable Law”	means all applicable laws, statutes, codes, ordinances, decrees, rules, regulations, municipal by-laws, judgments, orders, decisions, rulings or awards of any government, government agency or local authority of New Zealand and the Territory.
“Approvals”	means all licences, permits, consents, authorisations, accreditations, registrations, exemptions, and approvals required by any government, regulatory authority, or other competent body for the Event(s), the provision of the Services, the use or supply of medical products, or any other obligations under these T&Cs, including but not limited to those required for the importation, transportation, storage, and administration of medical equipment and drugs.
“Arc Safety and Medical”	means Arc Safety and Medical Limited whose registered office is at 1565 Gibbston Highway, Rd 1, Queenstown, 9371, New Zealand.
“Attendees”	means all persons present at the Event, whether they have a lawful right to be there, including but not limited to participants, spectators, competitors, officials, volunteers, contractors, vendors, performers, Event staff, medical personnel, security personnel, media representatives, and any other individuals involved in, working at, or attending the Event in any capacity.
“Business Day”	means a day that is not a Saturday, Sunday or any other day which is a public holiday in Queenstown, New Zealand.
“Event”	means the event, multiple events, project or multiple projects, specified in the Quotation.
“Client”	means the party named in the Quotation, which may be either: (a) the organiser or promoter responsible for the overall Event; or (b) an organisation, entity, or individual participating in, sponsoring, or attending the Event and engaging Arc Safety and Medical for Services.
“Fees”	means the fees payable by the Client for the supply of the Services by Arc Safety and Medical and other associated costs, as set out in ‎‎the Quotation or the T&Cs.
“Force Majeure Event”	means in relation to either Party an event or circumstance which is beyond the reasonable control of that Party including any Act of God, war, hostilities, riot or civil commotion, strike, lock-out, trade dispute or labour disturbance, accident, fire, explosion, flood or other natural disaster, acts, orders or regulations, whether legislative or executive or otherwise, made by or on behalf of a government or public authority of competent jurisdiction, intervention by any customs, tariff, fiscal or other authority, any delay, detention or loss of any carrying vessel or other means of transport, any failure or delay on the part of any independent contractor or supplier or any other circumstances whatsoever outside the reasonable control of a Party.
“Loss”	means any loss, damage, payment, demand, cost (including legal costs and expenses), expense, penalty, sanction, award, charge, fine and/or other liability (as the case may be) including amounts paid in settlement, out-of-pocket expenses, interest and penalties and Losses shall be construed accordingly.
“Major Emergency Incident”	means any unexpected or extraordinary event that poses a significant risk to life, health, property, or public safety and requires an immediate and coordinated emergency response. This includes, but is not limited to: (a) natural disasters, such as earthquakes, floods, wildfires, tsunamis, or severe storms; (b) mass casualty events, including major accidents, large-scale medical emergencies, or incidents involving multiple critical injuries; (c) terrorist attacks or security threats that impact the safety of the Event or its Attendees; (d) widespread public health emergencies, including pandemics or disease outbreaks; and (e) any other incident declared as a major emergency by local or national emergency authorities.
“Maximum Event Time”	means the Event duration for which Arc Safety and Medical has agreed to provide the Services at an Event, as specified in the Quotation. This includes any agreed setup and pack-down time but excludes any additional time required beyond this period.
“Parties”	means together Arc Safety and Medical and the Client and the expression Party shall mean either one of them.
“Quotation”	means the quotation issued by Arc Safety and Medical setting out the details of the Event or multiple Events, scope of Services, Fees, and any additional specific terms and conditions applicable to the provision of Services.
“Rain Alternative Date”	means a pre-agreed alternative date specified in the Quotation for a weather-dependent Event.
“Services”	means the services to be provided by or on behalf of Arc Safety and Medical to the Client as set out in ‎the Quotation and these T&Cs.
“Tax”	means any present or future tax, levy, duty, charge, deduction, or withholding of any nature, including income tax, goods and services tax (GST), value-added tax (VAT), payroll tax, withholding tax, stamp duty, or any other government-imposed charge, together with any interest, penalty, or addition to tax, imposed by any government or tax authority, whether domestic or foreign.
“Territory”	means the location defined in the Quotation.
“T&Cs”	means these Terms and Conditions of Service, as amended from time to time under clause 1.6.

2.2 In these T&Cs, unless the context otherwise requires, or specifically stated otherwise:

(a) headings are to be ignored in construing these T&Cs;

(b) use of the singular includes the plural (and vice versa) and use of any gender includes the other genders;

(c) reference to a section, clause, sub-clause, or a party is a reference to that section, clause, sub-clause, or party in these T&Cs;

(d) reference to a party, person or entity includes:

(i) an individual, partnership, firm, company, body corporate, corporation, association, trust, estate, state, government or any agency thereof, municipal or local authority and any other entity, whether incorporated or not (in each case whether or not having a separate legal personality); and

(ii) an employee, agent, successor, permitted assign, executor, administrator and other representative of such party, person or entity;

(e) a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them (whether before or after the date of these T&Cs);

(f) references to times of day or dates are to New Zealand times and dates;

(g) references to money are to New Zealand dollars;

(h) references to a “company” shall be construed to include any company, corporation or other body corporate, wherever and however incorporated or established;

(i) “written” and “in writing” include any means of reproducing words, figures or symbols in a tangible and visible form;

(j) the words ‘include’, ‘for example’ or any form of those words must be construed as if they were followed by ‘but without limitation’;

(k) the Quotation forms an integral part of the agreement between Arc and the Client and has effect as if set out in full in the body of these T&Cs; and

(l) in the case of conflict or ambiguity, the order of precedence will be as follows:

(i) the Quotation (including any specific conditions within the Quotation);

(ii) a term in the main body of these T&Cs; and

(iii) any term included in a document incorporated by reference in these T&Cs.

3. SERVICES

3.1 Arc Safety and Medical agrees to provide Services as specified in the Quotation and in accordance with these T&Cs. The Services will be provided with reasonable care and skill, in line with industry standards, and subject to the availability of personnel and resources.

3.2 Arc Safety and Medical will, while providing the Services and attending the Event, retain full discretion over all operational decisions concerning the performance of the Services. This includes decisions regarding the provision of emergency medical treatment to any person and the allocation of resources in response to medical emergencies. Nothing in these T&Cs, nor any request or purported requirement imposed by or on behalf of the Client, will require Arc Safety and Medical to provide the Services in a manner that is inconsistent with its policies, procedures, or best industry practice.

3.3 Arc Safety and Medical will supply appropriate medical equipment and consumables as required for the provision of the Services. However, Arc Safety and Medical is not responsible for providing additional medical supplies, facilities, or infrastructure beyond what has been agreed in the Quotation. Any additional supplies, equipment, or resources requested or required by the Client shall be provided at the Client’s sole cost, subject to availability and prior agreement with Arc Safety and Medical.

3.4 Arc Safety and Medical personnel are entitled to take reasonable rest and meal breaks in accordance with applicable employment laws, Arc Safety and Medical’s internal policies, and any relevant health and safety regulations. Arc Safety and Medical will use reasonable endeavours to coordinate breaks to minimise disruption to the Services.

3.5 Arc Safety and Medical may, from time to time and without limiting its obligations under these T&Cs, subcontract the performance of any of the Services or its other obligations under these T&Cs, without the Client’s prior consent.

4. AVAILABILITY AND MODIFICATION OF THE SERVICES

4.1 Nothing in these T&Cs will require Arc Safety and Medical to perform the Services where it determines (acting reasonably) that doing so would place its personnel at risk, including due to the presence of a communicable disease.

4.2 Arc Safety and Medical will use reasonable endeavours to provide the agreed Services at the Event but does not guarantee uninterrupted or continuous availability. The provision of Services may be affected by external factors, including but not limited to adverse weather conditions, Major Emergency Incidents, or other operational constraints.

4.3 The Client acknowledges that Arc Safety and Medical may, at its discretion, modify the provision of the Services in response to unforeseen circumstances, including but not limited to adverse weather conditions, changes to the venue, or amendments to the Event’s requirements. Arc Safety and Medical will use reasonable endeavours to notify the Client of any such modifications as soon as practicable.

5. CLIENT RESPONSIBILITIES

5.1 Provision of information: The Client must provide Arc Safety and Medical with all relevant event details no later than 10 Business Days before the Event. This includes:

(a) Event site maps and access points;

(b) Event schedules and anticipated number of Attendees;

(d) any mass casualty plans and risk reports;

(e) details of any advice or guidance from local emergency services; and

(f) any specific medical concerns or requirements for the Event.

5.2 Medical Treatment: The Client must:

(a) not interfere with, override, or attempt to influence any medical decisions made by Arc Safety and Medical personnel, nor require Arc Safety and Medical to provide medical care in a manner that is inconsistent with professional medical judgment or industry standards; and

(b) comply with any reasonable request by Arc Safety and Medical to pause, delay, or suspend activities at the Event to allow for the safe and effective treatment of a patient.

5.3 Medical Treatment Area: The Client must allocate and clearly define a suitable area for the treatment of patients. This area must be appropriately located, accessible, and fit for purpose, considering the nature and scale of the Event.

5.4 Access and Mobility: The Client must ensure that Arc Safety and Medical personnel, vehicles, and equipment have unrestricted access to all areas of the Event as required to provide the Services. This includes:

(a) entry to any restricted or controlled zones;

(b) the ability to move freely within the Event site; and

5.5 Legal Compliance and Event licences: The Client is solely responsible for:

(a) Obtaining, maintaining and complying with all necessary Approvals required to operate the Event;

(b) complying with all necessary health and safety measures for the venue and Territory;

(d) ensuring compliance with all Applicable Laws and industry standards governing the Event.

5.6 Insurance: Where the Fees in the Quotation are over $10,000, the Client must, at its own cost, maintain comprehensive general liability insurance for the duration of the Event. This insurance must cover any loss, injury, or death to persons, as well as any loss of or damage to property, arising in connection with the Event. The Client is responsible for ensuring that the coverage is adequate for the nature and scale of the Event.

6. HEALTH AND SAFETY

6.1 Each Party must comply with all Applicable Laws relating to health and safety, including the Health and Safety at Work Act 2015 (“HSWA”).

6.2 The Client is responsible for conducting a risk assessment for the Event unless Arc Safety and Medical has been expressly engaged to provide this service. The risk assessment must identify and mitigate potential health and safety risks that may impact Attendees, including medical emergencies, site hazards, and environmental risks.

6.3 The Client must liaise with Arc Safety and Medical before the Event to:

(a) establish emergency response protocols, including procedures for medical emergencies;

(b) ensure all Event staff, volunteers, and contractors are briefed on emergency procedures, their roles in responding to incidents, and the location of Arc Safety and Medical personnel and medical treatment areas;

(d) ensure adequate signage is in place to direct Attendees to Arc Safety and Medical personnel and treatment areas;

(e) ensure Event staff and volunteers assist in responding to any reasonable requests from Attendees seeking medical assistance; and

(f) implement appropriate crowd and traffic management measures to ensure Arc Safety and Medical personnel and emergency vehicles can access and exit the Event site without obstruction.

6.4 Arc Safety and Medical will:

(a) take reasonable steps to protect the health and safety of its personnel and Attendees; and

(b) ensure that all personnel are appropriately trained, qualified, and equipped to provide the Services.

6.5 Each Party must:

(a) consult, cooperate, and coordinate with the other to ensure health and safety risks are effectively managed in accordance with the HSWA;

(b) immediately notify the other Party if they become aware of any serious incidents, hazards, or risks that could impact the health and safety of Attendees; and

(c) comply with all reasonable health and safety directions given by the other Party, provided such directions do not conflict with Applicable Law or medical best practices.

6.6 Unless (and to the extent) otherwise required by the HSWA or any related legislation:

(a) Arc Safety and Medical is not responsible for monitoring or checking the Client’s or any third party’s compliance with the HSWA or with any requirements under any Approvals related to health and safety; and

(b) Arc Safety and Medical does not assume any duties to the Client under the HSWA relating to the Event.

7. FEES AND PAYMENT

7.1 Payment obligation: The Client must pay all Fees to Arc Safety and Medical as set out in the Quotation and T&Cs. All Fees are exclusive of Tax, which must be paid in addition.

7.2 Deposit and upfront payments: Arc Safety and Medical may require the Client to pay a deposit or full prepayment of the Fees as specified in the Quotation. If the total Fees set out in the Quotation exceed $10,000 (excluding GST), the Client must pay a deposit equal to 50% of the total Fees. This deposit must be paid at least 14 Business Days before the Event.

7.3 If the Client fails to pay the required deposit or prepayment by the due date, Arc Safety and Medical may, at its discretion:

(a) refuse to provide the Services; and/or

(b) terminate the agreement and cancel the Client’s booking without liability.

7.4 Maximum Event Time: The Fees assume that the Maximum Event Time will not be exceeded. If the Event runs longer than the Maximum Event Time for any reason, including a Major Emergency Incident, additional time required for medical response, or the time needed for Arc Safety and Medical to safely disestablish its Services, additional Fees will apply at the rates set out in the Quotation.

7.5 Additional charges: The Client must pay for any costs incurred by Arc Safety and Medical beyond those set out in the Quotation, including but not limited to any additional Services or equipment provided at the Client’s request. Unless otherwise stated in the Quotation, such additional costs are not included in the Fees and will be charged separately. The Client has no right of set-off, deduction, or withholding against any Fees or additional costs payable under these T&Cs.

7.6 Public holidays: If any part of the Event or Services takes place on a Public Holiday in the Territory, a rate of 1.5 times the standard rate will apply for that day.

7.7 Where Arc Safety and Medical incurs costs on behalf of the Client for third-party services or equipment rental, the Client must reimburse Arc Safety and Medical for those costs in full, plus any applicable Tax.

7.8 Invoicing: Arc Safety and Medical will issue invoices in accordance with the payment terms set out in the Quotation. Arc Safety and Medical may also issue additional invoices for any other amounts payable under these T&Cs, including but not limited to additional costs incurred beyond those specified in the Quotation. If the Quotation does not specify payment terms, invoices:

(a) will be issued following the completion of the Services; and

(b) must be paid within 14 days of the invoice date.

7.9 Invoicing for multiple Events: Where the Client engages Arc Safety and Medical for recurring or ongoing Events, invoices will be issued after each individual Event and must be paid in accordance with clause (b), unless otherwise agreed in writing.

7.10 Payment terms and method: The Client must pay all invoices in full and in cleared funds to Arc Safety and Medical’s nominated bank account by the due date specified in the Quotation. Payments must be made without any withholding, deduction, or set-off, and must include all applicable Tax.

7.11 Late Payment: If payment is not received by the due date, Arc Safety and Medical may charge interest on the overdue amount at a default rate of 1.5% per month, accruing daily, from the due date until full payment is received.

7.12 Disputes invoices: If the Client disputes an invoice, it must:

(a) pay the full amount of the invoice by the due date; and

(b) notify Arc Safety and Medical in writing of the dispute and provide details within 5 Business Days of receipt.

7.13 If an invoice was incorrectly calculated and the Client has overpaid, Arc Safety and Medical will reimburse the overpayment within 5 Business Days of receiving written notification of the overpayment.

7.14 Suspension of Services: Without limiting other remedies available, if the Client fails to make payment when due, Arc Safety and Medical may, without liability:

(a) suspend the provision of Services until full payment is received; or

(b) refuse to attend or provide further Services for future Events booked by the Client.

7.15 Recovery Costs: If Arc Safety and Medical incurs costs in recovering overdue amounts, the Client must reimburse all costs of recovery, including legal fees, debt collection costs, and court or service fees.

7.16 Travel costs: The Client must fully reimburse Arc Safety and Medical for all reasonable travel costs incurred by its personnel in connection with the Services, without requiring prior approval and without any mark-up or commission. Where practicable, Arc Safety and Medical will provide an estimate of anticipated travel costs in the Quotation. However, failure to provide an estimate will not affect the Client’s obligation to reimburse such costs. All travel will be conducted in accordance with Arc Safety and Medical’s travel policy, or where no such policy applies, in a reasonable manner consistent with standard business travel.

8. CANCELLATIONS AND AMENDMENTS

8.1 If the Client wishes to cancel the Event or amend the Services after accepting the Quotation, the Client must notify Arc Safety and Medical in writing as soon as possible. Changes or cancellations will only be effective once confirmed in writing by Arc Safety and Medical.

8.2 Amendments: The Client may request amendments to the Services no later than 2 hours before the Event by notifying Arc Safety and Medical in writing. Arc Safety and Medical will use reasonable efforts to accommodate changes but does not guarantee that all requests will be fulfilled.

8.3 Arc Safety and Medical may decline any amendment request that:

(a) creates safety risks or conflicts with medical best practices;

(b) contravenes any Approvals or Applicable Law requirements; or

(c) would require significant logistical changes, including but not limited to modifications to staff, equipment, or medical transport arrangements.

8.4 Amendments may incur additional Fees over and above the fees in the Quotation. By instructing Arc Safety and Medical to proceed with an amendment, the Client is deemed to have accepted the additional Fees and shall be liable for payment in accordance with clause 7.5. For the avoidance of doubt, changes to the Event location, start time, duration, or scale are considered amendments under this clause.

8.5 Arc Safety and Medical is not required to agree to a reduction in Fees if the Client reduces the scope of the Services after accepting the Quotation.

8.6 If Arc Safety and Medical determines that additional personnel are required for the Event due to:

(a) the high-risk nature of the Event, including but not limited to increased medical, safety, or security risks;

(b) insufficient planning or preparation by the Client, resulting in inadequate staffing levels or additional resource requirements; or

(c) the occurrence or heightened risk of a Major Emergency Incident, requiring Arc Safety and Medical to adjust staffing levels to ensure adequate response capacity,

then Arc Safety and Medical may deploy the necessary additional staff at its discretion. The Client must cover all associated costs, which will be charged at 1.5 times the applicable rates set out in the Quotation.

8.7 Cancellation Fees: If the Client cancels the Event or the Services, the following cancellation fees apply:

(a) more than 14 days before the Event date: the Client must pay 25% of the Fees set out in the Quotation;

(b) between 8 and 14 days before the Event date: the Client must pay 50% of the Fees set out in the Quotation; and

8.8 The Client shall also reimburse Arc Safety and Medical for any non-refundable costs, expenses, or commitments made in reliance on these T&Cs up to the date of cancellation.

8.9 Weather dependent events: If an Event is weather dependent, the Client may nominate a Rain Alternative Date in the Quotation. Arc Safety and Medical will allocate resources to be available for both the original Event date and the Rain Alternative Date, subject to the terms of this clause.

8.10 If the Client reschedules the Event to the Rain Alternative Date:

(a) more than 24 hours before the original Event start time, no additional Fees apply; or

(b) within 24 hours of the original Event start time, the Client must pay 25% of the Fees set out in the Quotation to postpone the Event to the Rain Alternative Date. For the avoidance of doubt, the full Fees set out in the Quotation will apply to the Services provided on the Rain Alternative Date.

8.11 If the Client subsequently cancels the Event on both the original Event date and the Rain Alternative Date, the Client must pay the additional cancellation Fees set out in clause 8.7.

8.12 If no Rain Alternative Date is set out in the Quotation or if the Client requests to reschedule the Event to a date that is not a Rain Alternative Date, the standard cancellation fees under clause 8.6 apply.

8.13 Cancellation for multiple Event customers: Where Arc Safety and Medical is providing Services for more than one Event, the cancellation of an individual Event does not affect the validity of the Agreement, which continues to apply to future Events unless terminated by either Party in accordance with clause 14.

9. FORCE MAJEURE

9.1 A Party is not liable for any failure or delay in performance of its obligations under these T&Cs (other than its obligation to pay Fees) to the extent such failure or delay is caused, directly or indirectly, by a Force Majeure Event, provided:

(a) such failure or delay could not have been prevented by reasonable precautions, or could not have been reasonably circumvented by the non-performing Party by means of alternate sources, workarounds, or other means;

(b) the Party claiming the Force Majeure Event has occurred was not, before the date of the Agreement, aware of facts which existed at the time which would reasonably be expected to cause a Force Majeure Event; and

9.2 A Party affected by a Force Majeure Event must:

(a) notify the other Party as soon as reasonably practicable, providing details of the event, its start date, expected duration, and impact on performance; and

(b) take all reasonable steps to minimise its effects and resume performance as soon as possible. The other Party must provide reasonable assistance where practicable.

9.3 If the Force Majeure Event continues to prevent any Party from performing any material obligation under these T&Cs for more than 2 Business Days from the date of notice served in accordance with clause 9.2(a), then either party may terminate these T&Cs with immediate effect by serving written notice on the other Party.

10. REGULATORY COMPLIANCE AND COSTS OUTSIDE NEW ZEALAND

10.1 The Client shall be solely responsible for obtaining and maintaining, at its cost, all Approvals required for:

(a) the use and supply of medical equipment and drugs at the Event;

(b) the importation, transportation, storage, and use of medical equipment and drugs in the Territory; and

(c) compliance with all Applicable Laws, safety, and operational requirements applicable to the provision of the Services in the Territory.

10.2 The Client shall ensure that all such Approvals remain valid and in force for the duration of the Event and shall provide evidence of such Approvals to Arc Safety and Medical upon request.

10.3 No later than 20 Business Days before the Event, the Client must provide Arc Safety and Medical with written notice of:

(a) any consumer product safety laws, health and safety laws, consumer protection laws, or other Applicable Laws in the Territory that apply to the Services and differ materially from those in New Zealand; and

(b) any additional obligations or restrictions that may impact the Services, the supply of medical products, or any related advertising and signage at the Event.

10.4 The Client shall be responsible for all costs associated with compliance with any Legal Requirements in the Territory, including but not limited to:

(a) regulatory fees, Taxes, import duties, and licensing costs;

(b) additional insurance coverage required by law; and

11. SIGNAGE AND ADVERTISING

11.1 Arc Safety and Medical may put up signage and advertising at the Event to direct the Attendees at the Event to Arc Safety and Medical’s Services, without requiring prior approval from the Client. Arc Safety and Medical may determine the placement, size, and content of such signage, provided it complies with Applicable Laws and does not create a safety risk. The Client must ensure that Arc Safety and Medical’s signage always remains visible and unobstructed.

11.2 If any specialty or bespoke signage is required for the Event, the Client shall be responsible for the cost and installation of this additional signage.

11.3 Unless otherwise instructed in writing by the Client before the Event, Arc Safety and Medical may take photographs at the Event, including images of its personnel, equipment, Attendees, and general event operations. Arc Safety and Medical may use these photographs for promotional and marketing purposes, including but not limited to social media, its website, and other promotional materials.

12. LIABILITY

12.1 Subject to clause 13, in no event shall either Party be liable to the other for any indirect or consequential damages which may be suffered by such Party in connection with the performance of the Agreement.

12.2 Arc Safety and Medical will not be liable for any injury, damage, or loss suffered at the Event to the extent that it arises from the Client’s acts, omissions, or failure to comply with health and safety obligations.

12.3 The total liability of Arc Safety and Medical for all claims arising under or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, is limited to the lesser of:

(a) the total Fees paid by the Client under this Agreement; or

(b) $100,000.

12.4 Nothing in these T&Cs limits or excludes liability for fraud or fraudulent misrepresentation, or any other matter for which it would be illegal to exclude or attempt to exclude a person’s liability.

13. INDEMNITY

13.1 The Client shall indemnify, defend, and hold harmless Arc Safety and Medical, its officers, employees, agents, and subcontractors from and against all Losses suffered or incurred by Arc Safety and Medical, whether directly or indirectly, as a result of or in connection with:

(a) the Client’s failure to comply with any of its obligations under this Agreement, including its responsibilities under clauses 5 and 6;

(b) any claim, demand, action, or proceeding made against Arc Safety and Medical by any third party for death, personal injury, property damage, or any other loss arising out of or in connection with the Event, including but not limited to any defects, hazards, or unsafe conditions at the Event or venue;

(c) any actual or alleged infringement of a third party’s intellectual property rights arising out of or in connection with the Event or any materials, branding, or content used by the Client;

(d) any claim made against Arc Safety and Medical arising out of or in connection with the supply of the Services, to the extent that such claim arises from any act, omission, negligence, breach of duty, misrepresentation, or failure by the Client, its employees, agents, or subcontractors;

(e) any failure by the Client to obtain and maintain the necessary Approvals required to lawfully conduct the Event in the Territory,

(f) the Client’s failure to comply with Applicable Laws or Approvals;

(g) any regulatory action, fine, or penalty imposed on Arc Safety and Medical due to any breach of Approvals or Applicable Laws; and

(h) any damage, loss, or injury caused to Arc Safety and Medical’s equipment, vehicles, or personnel due to the actions, negligence, or omissions of the Client, its employees, or Attendees.

13.2 The Client’s indemnification obligations under this clause 13 are unlimited and shall not be subject to any cap on liability unless expressly agreed in writing by Arc Safety and Medical.

14. TERMINATION

14.1 Termination for Cause: Without limiting its other rights or remedies, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if:

(a) the other Party commits a material breach of this Agreement and, if such breach is capable of remedy, fails to remedy it within 10 Business Days of receiving written notice requiring it to do so;

(b) the other Party becomes insolvent, enters liquidation, administration, receivership, or any arrangement with creditors, ceases or threatens to cease carrying on business, or is otherwise unable to pay its debts as they fall due;

(c) the Event is cancelled due to Force Majeure Event, and the Parties mutually agree that continued performance of the Agreement is no longer feasible, in which case the Client shall remain liable for all costs incurred by Arc Safety and Medical up to the termination date in accordance with clauses 8 and 9;

(d) the Client fails to pay any amount due under this Agreement on the due date for payment and remains in default for 10 Business Days after receiving written notice requiring payment; or

(e) Arc Safety and Medical determines, on reasonable grounds, that the Event will not be hosted or conducted in a manner that enables Arc Safety and Medical to meet its minimum safety, medical, or Service requirements, and the Client, after receiving written notice from Arc Safety and Medical, fails to take reasonable steps to rectify the issue within 5 Business Days, or where rectification is not feasible before the Event.

14.2 Termination for Convenience by Client: The Client may cancel this Agreement for convenience by providing written notice to Arc Safety and Medical. The Client shall be liable for the cancellation fees set out in clause 8.6.

14.3 Effect of Termination: Termination of this Agreement shall not affect any accrued rights or obligations of the Parties as at the termination date.

14.4 The Client must pay all outstanding Fees and costs incurred by Arc Safety and Medical up to the termination date, including any expenses committed in reliance on this Agreement.

15. INTELLECTUAL PROPERTY AND PRIVACY

15.1 Intellectual property: The Client grants Arc Safety and Medical a non-exclusive, royalty-free, revocable licence to use the Client’s Event branding (including logos, trade marks, and promotional materials) for the purpose of providing the Services at the Event and in accordance with the T&Cs. This licence applies for the duration of the Event and does not grant Arc Safety and Medical any rights beyond what is necessary to deliver the Services or use photographs or promotional material acquired in accordance with clause 11.3.

15.2 Any materials, reports, or documents created by Arc Safety and Medical in connection with the Services remain the property of Arc Safety and Medical, even if they incorporate the Client’s branding.

15.3 Privacy: Each party must comply with the Privacy Act 2020 and all other Applicable Laws relating to privacy and data protection.

15.4 Arc Safety and Medical may collect, store, and process personal information about Event Attendees for the purpose of delivering the Services. Arc Safety and Medical will take reasonable steps to ensure that all personal information is handled securely and only disclosed as required for medical, legal, or operational purposes.

15.5 Unless Arc Safety and Medical has obtained the express consent of the individual concerned (including on forms supplied by the Client), it will not disclose personal information to the Client. Arc Safety and Medical may provide the Client with aggregated and deidentified data regarding the engagement of medical services at the Event, provided such data does not identify any individual.

15.6 Arc Safety and Medical may share information related to the Event with the Client and its personnel via email, including to multiple recipients within the Client’s organisation. It is the sole responsibility of the Client to ensure that any email accounts used to receive such information comply with all applicable data protection and privacy laws, including appropriate access controls, internal policies, and staff awareness. Arc Safety and Medical accepts no responsibility for any unauthorised access, disclosure, or loss of information resulting from the Client’s failure to secure its email systems.

16. DISPUTES

16.1 If a dispute arises under the Agreement, the Parties must first work in good faith to resolve it through direct negotiations. If the dispute is not resolved within 10 Business Days of written notice of the dispute, either Party may refer the dispute to mediation.

16.2 Mediation must commence within 20 Business Days of a Party referring the dispute to mediation. Mediation will be conducted by a single mediator agreed between the Parties or, if no agreement is reached, a mediator appointed by the President of the Arbitrators and Mediators Institute of New Zealand (AMINZ). Mediation will take place in Auckland or via an agreed virtual platform and will follow the AMINZ standard mediation procedures unless otherwise agreed. Each Party will bear its own costs of the mediation, and the costs of the mediator will be shared equally.

16.3 Each Party must continue to perform its obligations under the Agreement to the extent reasonably practicable while the dispute is being resolved.

16.4 If the dispute is not resolved through mediation within 20 Business Days, either Party may refer the dispute to arbitration under the Arbitration Act 1996. The arbitration will be conducted by a single arbitrator, appointed in accordance with the Act, and the decision will be final and binding.

16.5 Nothing in this clause prevents either Party from seeking urgent interim relief from a court where necessary.

17. GENERAL PROVISIONS

17.1 Entire agreement: The Agreement, and the documents referred to in it, constitute the entire agreement of the Parties concerning the subject matter. All prior or contemporaneous agreements, whether oral or in writing, are superseded by this Agreement.

17.2 Variation and waiver: A provision of the T&Cs or a right created under it, may not be waived, amended, or varied except in writing signed by the Party to be bound (in the case of waiver) or both Parties in all other cases.

17.3 Severability: Each term of the Agreement is separately valid and binding. If for any reason either Party cannot rely on any term, all other terms will remain valid and binding, and the Parties will negotiate in good faith for an alternative term with similar financial effect for both Parties.

17.4 Confidentiality: Each party must keep all information received from the other party confidential and must not disclose or use it for any purpose other than performing its obligations under the Agreement, except where disclosure is required by law or with the other party’s prior written consent.

17.5 Notices: Any notice or other communication under the Agreement must be in writing and delivered by email, courier, or registered post to the receiving party’s designated contact details as set out in the Quotation or as otherwise notified in writing. A notice is deemed received:

(a) if sent by email – at the time of transmission, unless the sender receives an automatic error message;

(b) if delivered by courier – at the time of delivery to the recipient’s address; or

If a notice is received outside of business hours (9:00 am – 5:00 pm on a Business Day), it will be deemed received at 9:00 am on the next Business Day.

17.6 Survival of Provisions: The provisions of clauses 1, 2, 7, 11.2, 11.3, 12, 13, 14.3, 14.4, 15, 16, 17 shall continue in effect after termination of the Agreement.

17.7 No Partnership: Nothing in these T&Cs is to be construed as evidence of a partnership between the Parties.

17.8 Third party rights: The Parties do not intend that any term of the Agreement should be enforceable, by virtue of the Contract and Commercial Law Act 2017, Part 2, Subpart 1, or equivalent law, by any person who is not a Party.

17.9 Governing law: The T&Cs and any Agreement shall be governed by and construed in accordance with the laws of New Zealand. Except as otherwise provided in clause 16 (Disputes), the Parties submit to the exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceedings arising out of or relating to the Agreement, including the enforcement of any arbitral award.

17.10 Services Supplied to a Consumer: Subject to clause 17.11, where the Services are supplied to the Client as a “consumer” as defined in the Consumer Guarantees Act 1993, nothing in the Agreement will exclude or limit the Client’s rights or remedies under that Act.

17.11 Services Acquired in trade: Where the Client is in trade, the Services are acquired in trade and it is fair and reasonable under section 43 of the Consumer Guarantees Act 1993 or section 5D of the Fair Trading Act 1986 (as applicable), the Parties agree that in connection with the Services and the Agreement:

(a) they will be bound by this clause 17.11, and

(b) the provisions of the Consumer Guarantees Act 1993 will not apply; and

(c) section 9 (misleading conduct), section 12A (unsubstantiated representations) and section 13 (false or misleading representations) of the Fair Trading Act 1986 will not apply to either Party’s conduct or representations if unintentional.