Zespri GLOBALG.A.P. Contractor Programme Terms

If your application for registration for Zespri’s GLOBALG.A.P. Contractor Programme (the “Programme”) is approved by Zespri, you must at all times comply with these terms and conditions (the "Programme Terms"), as amended from time to time (one months’ notification of any changes will be given to CAV Contractors). To avoid doubt, these Programme Terms apply to all CAV Contractors including those:

registered in the Programme but who have not been issued a CAV;
all CAV Contractors issued with a CAV (including an Interim CAV).

You acknowledge and agree that the consequences of failing to comply with the Programme Terms may result in suspension or cancellation of your registration in the Programme and the associated CAV.

For the purpose of these Programme Terms:

Approved Provider means a person or entity appointed to the Panel by Zespri to carry out Inspections of, and issue CAVs to, CAV Contractors.
CAV means a current and valid compliance assessment verification, and includes an Interim CAV.
CAV Contractor means a person or entity registered in the Programme (whether or not the person or entity has a CAV).
CAV Renewal Inspection means the Inspection you require in order to renew your CAV, as described in clause 4.
GAP means Zespri's GLOBALG.A.P. Contractor Programme, as updated from time to time.
GRASP means Zespri's GLOBALG.A.P. Risk Assessment on Social Practice Add-on Module, as updated from time to time.
Grower means a person or entity that grows kiwifruit for Zespri.
Inspection has the meaning in clause 2.
Inspector means either an individual who is an Approved Provider, or an individual who is employed by an Approved Provider and who has been approved by Zespri to carry out Inspections of, and issue CAVs to, CAV Contractors.
Interim CAV means a compliance assessment verification issued to a CAV Contractor on a temporary basis.
Orchard means an orchard that includes kiwifruit grown for Zespri.
Orchard Activities means any activities that you undertake that relate (either directly or indirectly) to an Orchard, which could include spray applications, vine-work (including harvesting, pruning, and canopy work), and fertilizer application.
Panel means the panel of Approved Providers established by Zespri.
Programme means the Zespri GLOBALG.A.P. Contractor Programme.
Programme Terms means these terms and conditions as amended from time to time (one months’ notification of any changes will be given to CAV Contractors).
You means the person or entity registered in the Programme and holding a CAV, and includes your employees, contractors, staff, officers, volunteers, agents, and any persons otherwise engaged by you.
Zespri includes any persons appointed to act by or on behalf of Zespri.

1. No guarantee as to services

Zespri makes no guarantee that, by being registered in the Programme and holding a CAV, you will be contracted by any Growers or other industry participants to provide kiwifruit services or carry out Orchard Activities.
You are responsible for your relationship, and arrangements, with any Growers or other industry participants for whom you undertake activities or to whom you provide services.

2. Getting a CAV

Following registration in the Programme, you must undergo Inspections as required by Zespri to be issued with a CAV.
For the purpose of these Programme Terms, Inspection means any inspection, review, audit, or assessment that a CAV Contractor must undertake in order to determine whether it meets, or is able to meet, or is continuing to meet, the requirements of GAP, and if applicable, GRASP, which may include:
1. a documentation review, a systems inspection, and on-site inspection; and
2. identifying areas of non-compliance with the requirements of GAP and, if applicable, GRASP, and corrective actions that must be undertaken by the CAV Contractor to comply with GAP, and if applicable, GRASP.
You may not carry out any Orchard Activities unless and until you have been issued with a CAV (including an Interim CAV).
If you do not have Inspections as required by Zespri, Zespri may cancel your Programme registration and (if applicable) your Interim CAV.

3. Inspections

You must use an Inspector for all Inspections.
You agree that you are responsible for entering into your own arrangements with Approved Providers in relation to all Inspections, including meeting the costs of all Inspections, provided that those arrangements must be consistent with these Programme Terms.

4. Annual renewal of your CAV

You must renew your Programme registration and associated CAV every 12 months. To do this you must have an Inspection of your systems and processes annually by an Inspector prior to your CAV expiring ("CAV Renewal Inspection"). Completing your CAV Renewal Inspection early will not shorten the 12-month validity period of your CAV; the start date for your new CAV (if issued) will be taken from the expiry date of your previous CAV.
You must not use the same Inspector for more than three consecutive years (i.e. as a minimum, every fourth Inspection must be completed by a different Inspector).
If your first choice of Inspector is unable to complete your CAV Renewal Inspection before the expiry of your CAV, it is your responsibility to organise an alternative Inspector to complete your CAV Renewal Inspection. Extensions of your CAV will not be given for Inspector unavailability.
You must not use an Inspector for an Inspection when Zespri advises you that you cannot use that Inspector.
If you allow your CAV to expire your CAV will be deemed to be cancelled and you will be removed from the Programme and included on the list of ‘Suspended & Cancelled Contractors’. If you wish to re-enter the Programme you will need to re-apply and complete the vetting and Inspection process. In genuine extenuating circumstances extensions of your CAV beyond the 12-month validity period may be considered if you contact Zespri and provide any information requested by Zespri PRIOR TO THE EXPIRY of your CAV.

5. Subcontracting

If you hold an Interim CAV, you may not subcontract the provision of Orchard Activities.
You may only subcontract the provision of Orchard Activities for legitimate business reasons (in compliance with relevant legislative and regulatory requirements), to another CAV Contractor who holds a CAV. You must ensure that any subcontractors hold a CAV each time you engage them (this can be done by searching the Approved Contractor List available here: https://industry.zespri.com/contractors/approved-contractor-list /).
You are responsible for your relationship and arrangements with any subcontractors for whom you engage.
For the purpose of your Programme registration and (if applicable) associated CAV:
1. any acts or omissions of your subcontractors may be taken into account by Zespri when considering your compliance with the Programme Terms; and
2. any acts or omissions by you when acting as a subcontractor for another CAV Contractor will be taken into account by Zespri when considering your compliance with the Programme Terms.

6. Compliance obligations and notification of breaches and non-compliance

You must at all times comply with:
1. these Programme Terms;
2. all legislative and regulatory requirements, including (without limitation) requirements relating to food safety, health and safety, employment and tax;
3. Zespri’s Global Supplier and Partner Code of Conduct;
4. the requirements of GAP, including that you must undertake any corrective actions issued for non-compliance with GAP or in relation to other issues identified; and
5. If applicable, the requirements of GRASP, including that you must undertake any corrective actions issued for non-compliance or in relation to other issues identified.
If you become aware that you are or may be in breach of the Programme Terms, any legislative or regulatory requirement, or any requirement in Zespri’s Global Supplier and Partner Code of Conduct, GAP or, if applicable, GRASP you must immediately advise Zespri of that fact and provide any information requested by Zespri relating to the actual or possible non-compliance.
You must immediately advise Zespri if you or anyone who is employed, contracted, or otherwise engaged by you is being investigated by a government or regulatory authority (for example, the Labour Inspectorate, Immigration New Zealand, Inland Revenue Department).

7. Evidence of your CAV

You must provide a copy of your CAV to any Grower on request by the Grower, and ensure that you can provide a copy of your CAV when you are carrying out any Orchard Activities (including working on any Orchard).

8. Record-keeping, system and information requirements

You must demonstrate, including as part of an Inspection, implementation of and adherence to systems required by GAP, and if applicable, GRASP, and accurate record-keeping in place for all aspects of your business.
You must demonstrate, including as part of an Inspection, that your systems are understood by all your key persons, staff, and subcontractors, and have been fully implemented, and maintain records that support this, including that you must be able to provide information to Zespri as set out in these Programme Terms.

9. Information and Investigations

You must, if requested by Zespri, provide Zespri with any information relating (directly or indirectly) to your registration in the Programme and (if applicable) the associated CAV.
You agree that, at any time, Zespri may undertake an Inspection or investigation of any of your Orchard Activities, which could include an unannounced Inspection or investigation. You must co-operate with Zespri, including by providing any information requested, and making any of your employees, contractors, staff, volunteers, agents, or other persons engaged by you available to meet with and provide information to Zespri.
You acknowledge and agree that Zespri may make enquiries and seek information relating to your trading activities, or any other relevant information including personal information about you and your workers, as part of ensuring that you are complying with the Programme Terms.
You confirm that all information that you provide or have provided to Zespri and/or any Inspector, is true, complete, and accurate, and not misleading in any way. You acknowledge and agree that the consequences of not complying with this obligation may result in suspension or cancellation of your registration in the Programme and/or the associated CAV.

10. Privacy Statement

You agree that:

you have read and understood Zespri’s Global Privacy Statement, and consent to the collection, use and sharing of any personal information you provide to us or we collect in relation to your application, as set out in the Global Privacy Statement.
your key persons and staff (including your employees, contractors, volunteers, agents, and other persons engaged by you) have also read and understood these Programme Terms including this Privacy Statement, and Zespri’s Global Privacy Statement, and consent to the collection, use and sharing of any personal information about themselves as set out in these Programme Terms and those Privacy Statements.
you understand that Zespri will collect information that may include personal information about you, and/or individuals working for or with you, through:
1. the Programme registration application process, and CAV process;
2. any audits, Inspections, or investigations that it carries out in relation to you; and
3. any information requests made to you or to third parties, which could include industry bodies and government agencies.
the information we collect may include names and contact information of key persons and staff, information about their criminal record, charges they are facing, and investigations they have been or are involved in, compliance with any regulatory requirements and information about their past and current experience and involvement in the kiwifruit industry and other relevant business experiences.
Zespri may use any personal information that it collects in relation to your Programme registration and/or associated CAV to:
1. make sure that you are complying with these Programme Terms;
2. make decisions about your suitability to have and maintain registration in the Programme and/or the associated CAV; and
3. investigate and manage any complaints from or about you, or issues that Zespri becomes aware of relating to you.
Zespri may disclose any personal information about you and your key persons and staff to its agents and professional advisors, third party providers who provide services to Zespri, industry bodies including Kiwifruit NZ, NZ Kiwifruit Growers Incorporated and Kiwifruit Vine Health Incorporated, and government agencies, and otherwise as permitted under the Privacy Act 2020.

11. Change of information

You must notify Zespri immediately of any changes to the details you provided to Zespri or an Inspector at the time of your application for registration in the Programme, in relation to any Inspection, or at any other time.

12. Transfer of your registration in the Programme or CAV

You may not transfer your registration in the Programme and the associated CAV to a third party without PRIOR WRITTEN APPROVAL from Zespri. Any transfer without prior written approval from Zespri can result in cancellation of your registration in the Programme and the associated CAV.
Any change of ownership or control, as defined in clause 13, is deemed to be a transfer.

13. Change of ownership or control

A change of ownership or control occurs when there is a sale, transfer, or other disposal of any majority interest or interest of 50% or more in your ownership or control.
You must notify Zespri immediately if there is going to be a change of ownership or control.

14. Extended Leave

If you need to take extended leave for 8 weeks or more (i.e. for medical reasons, travel etc), you must notify Zespri prior to taking the leave (or as soon as reasonably practical in the event of unforeseen circumstances), with a business plan of how the business will be managed and operated in your absence.
Any extended leave without prior notification to Zespri can result in your registration in the Programme and/or the associated CAV being put on hold, suspended or cancelled.
Zespri reserves the right to conduct an interview and/or Inspection to ensure that the business operations and/or business plan meets and maintains the standards and requirements of the Programme.

15. Suspension and cancellation of your CAV

You may cancel your registration in the Programme and (if applicable) the associated CAV at any time, by giving notice in writing to Zespri.
Zespri may, at its sole discretion, suspend or cancel your registration in the Programme and (if applicable) the associated CAV if you breach or fail to meet any of the Programme Terms, or Zespri suspects that you have breached or failed to meet any of the Programme Terms.
If Zespri suspends or cancels your Programme registration and/or associated CAV, you must immediately stop carrying out any Orchard Activities.
You will not hold Zespri responsible, and Zespri will not be liable for, any loss of business or reputational damage that arises following any suspension or cancellation of your Programme registration or associated CAV.
Zespri publishes a list of current CAV Contractors on its website.  If your Programme registration and/or associated CAV is suspended or cancelled, Zespri may:
1. advise growers, industry bodies (including Kiwifruit New Zealand (KNZ), New Zealand Kiwifruit Growers Inc (NZKGI) and Kiwifruit Vine Health Inc (KVH)), Approved Providers, Inspectors and other third parties of the suspension or cancellation of your CAV; and
2. update its website to record that your Programme registration or associated CAV has been suspended or cancelled (as the case may be).
If your Programme registration and/or associated CAV is suspended, Zespri may, at its sole discretion, cancel the suspension and restore your registration and/or associated CAV, in which case you may resume carrying out Orchard Activities.
If your Programme registration and/or associated CAV is cancelled for non-compliance with these Programme Terms, neither you nor any Related Persons may apply for Programme registration or an associated CAV for a period of 12-months from the date of cancellation, and no applications made by you or any Related Persons will be considered or processed during that time.
For the purpose of this clause, Related Person means:
1. if you are an entity, any shareholder, director, or management, key person, or other senior personnel of that entity, and any immediate family members (including, to avoid doubt, spouses, parents and children) of any shareholder, director, or management, key person, or other senior personnel of that entity, or any entities associated with any of those individuals; and
2. if you are an individual, any of your immediate family members (including, to avoid doubt, spouses, parents and children), or any entities associated with any of those individuals.

16. Changes to these Programme Terms

Zespri may, at any time and for any reason, change these Programme Terms. Zespri will give you at least one months' notification of any changes to these Programme Terms. If you have any questions about the changes, or wish to cancel your registration in the Programme and/or the associated CAV, please contact Zespri.