Terms & Conditions of Trade

1. Definitions

1.1 “Contract” means the terms and conditions contained herein, together with any

quotation, order, invoice or other document or amendments expressed to be supplemental to

this Contract.

1.2 “Supplier” means KeyLab Limited, its successors and assigns.

1.3 “Customer” means the person/s, entities or any person acting on behalf of and

with the authority of the Customer requesting the Supplier to provide the Services as

specified in any proposal, quotation, order, invoice or other documentation, and:

(a) if there is more than one Customer, is a reference to each Customer jointly and severally;

and

(b) if the Customer is a partnership, it shall bind each partner jointly and severally; and

(d) includes the Customer’s executors, administrators, successors and permitted assigns.

1.4 “Goods” means all Goods or Services supplied by the Supplier to the Customer at

the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or

‘Services’ shall be interchangeable for the other).

1.5 “Cookies” means small files which are stored on a user’s computer. They are

designed to hold a modest amount of data (including Personal Information) specific to a

particular client and website, and can be accessed either by the web server or the client’s

computer. If the Customer does not wish to allow Cookies to operate in the background when

using the Supplier’s website, then the Customer shall have the right to enable / disable the

Cookies first by selecting the option to enable / disable provided on the website, prior to

making enquiries via the website.

1.6 “Price” means the Price payable (plus any Goods and Services Tax (“GST”)

where applicable) for the Goods as agreed between the Supplier and the Customer in

accordance with clause 5 below.

2. Acceptance

2.1 The Customer is taken to have exclusively accepted and is immediately bound,

jointly and severally, by these terms and conditions if the Customer places an order for or

accepts Delivery of the Goods.

2.2 In the event of any inconsistency between the terms and conditions of this Contract

and any other prior document or schedule that the parties have entered into, the terms of this

Contract shall prevail.

2.3 Any amendment to the terms and conditions contained in this Contract may only

be amended in writing by the consent of both parties.

2.4 The Customer acknowledges that the supply of Goods on credit shall not take

effect until the Customer has completed a credit application with the Supplier and it has been

approved with a credit limit established for the account.

2.5 In the event that the supply of Goods requested exceeds the Customer’s credit limit

and/or the account exceeds the payment terms, the Supplier reserves the right to refuse

Delivery.

2.6 The Customer accepts and agrees:

(a) that the Supplier reserves the right to charge a call-out fee in the event that the Services

are cancelled once a technician has been dispatched from the Supplier’s premises; and

(b) should the Supplier be required to provide the Services urgently that may require the

Supplier’s staff to work outside normal business hours (including, but not limited to, working

through lunch breaks, weekends and/or Public Holidays) then the Supplier reserves the right

to charge the Customer additional labour costs (penalty rates will apply), unless otherwise

agreed between the Supplier and the Customer.

2.7 In the event that the Goods and/or Services provided by the Supplier are the

subject of an insurance claim that the Customer has made, then the Customer shall be

responsible for the payment of any monies payable to the insurance company and agrees to

honour their obligation for payment for such transactions invoiced by the Supplier and shall

ensure payment is made by the due date irrespective of whether the insurance claim is

successful.

2.8 The Customer acknowledges and accepts that the supply of Goods for accepted

orders may be subject to availability and if, for any reason, Goods are not or cease to be

available, the Supplier reserves the right to vary the Price with alternative Goods as per

clause 5.2, subject to prior confirmation and agreement of both parties.

2.9 Electronic signatures shall be deemed to be accepted by either party providing that

the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or

any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Errors and Omissions

3.1 The Customer acknowledges and accepts that the Supplier shall, without prejudice,

accept no liability in respect of any alleged or actual error(s) and/or omission(s):

(a) resulting from an inadvertent mistake made by the Supplier in the formation and/or

administration of this Contract; and/or

(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by the

Supplier in respect of the Services.

3.2 In the event such an error and/or omission occurs in accordance with clause 3.1,

and is not attributable to the negligence and/or wilful misconduct of the Supplier; the

Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

4. Change in Control

4.1 The Customer shall give the Supplier not less than fourteen (14) days prior written

notice of any proposed change of ownership of the Customer and/or any other change in the

Customer’s details (including but not limited to, changes in the Customer’s name, address

and contact phone or fax number/s, change of trustees or business practice). The Customer

shall be liable for any loss incurred by the Supplier as a result of the Customer’s failure to

comply with this clause.

5. Price and Payment

5.1 At the Supplier’s sole discretion the Price shall be either:

(a) as indicated on any invoice provided by the Supplier to the Customer; or

(b) the Price as at the date of Delivery of the Goods according to the Supplier’s current price

list; or

stated in the quotation or otherwise for a period of thirty (30) days.

5.2 The Supplier reserves the right to change the Price:

(a) if a variation to the Goods which are to be supplied is requested; or

(b) if a variation to the Services originally scheduled (including any applicable plans or

specifications) is requested; or

third party supplier, then the Supplier reserves the right to provide alternative Goods; or

(a) where additional Services are required due to the discovery of hidden or unidentifiable

difficulties which are only discovered on commencement of the Services; or

(a) in the event of increases to the Supplier in the cost of labour or materials which are

beyond the Supplier’s control.

5.3 Variations will be charged for on the basis of the Supplier’s quotation, and will be

detailed in writing, and shown as variations on the Supplier’s invoice. The Customer shall be

required to respond to any variation submitted by the Supplier within ten (10) working days.

Failure to do so will entitle the Supplier to add the cost of the variation to the Price. Payment

for all variations must be made in full at the time of their completion.

5.4 At the Supplier’s sole discretion a deposit may be required.

5.5 Time for payment for the Goods being of the essence, the Price will be payable by

the Customer on the date/s determined by the Supplier, which may be:

(a) on delivery of the Goods;

(b) by way of instalments/progress payments in accordance with the Supplier’s payment

schedule;

which a statement is posted to the Customer’s address or address for notices;

(d) the date specified on any invoice or other form as being the date for payment; or

(e) failing any notice to the contrary, the date which is seven (7) days following the date of

any invoice given to the Customer by the Supplier.

5.6 Payment may be made by cash, electronic/on-line banking, credit card (a surcharge

per transaction may apply), or by any other method as agreed to between the Customer and

the Supplier.

5.7 The Supplier may in its discretion allocate any payment received from the

Customer towards any invoice that the Supplier determines and may do so at the time of

receipt or at any time afterwards. On any default by the Customer the Supplier may re-

allocate any payments previously received and allocated. In the absence of any payment

allocation by the Supplier, payment will be deemed to be allocated in such manner as

preserves the maximum value of the Supplier’s Purchase Money Security Interest (as defined

in the PPSA) in the Goods.

5.8 The Customer shall not be entitled to set off against, or deduct from the Price, any

sums owed or claimed to be owed to the Customer by the Supplier nor to withhold payment

of any invoice because part of that invoice is in dispute.

5.9 Unless otherwise stated the Price does not include GST. In addition to the Price,

the Customer must pay to the Supplier an amount equal to any GST the Supplier must pay for

any supply by the Supplier under this or any other contract for the sale of the Goods. The

Customer must pay GST, without deduction or set off of any other amounts, at the same time

and on the same basis as the Customer pays the Price. In addition, the Customer must pay any

other taxes and duties that may be applicable in addition to the Price except where they are

expressly included in the Price.

6. Delivery of Goods

6.1 Delivery (“Delivery”) of the Goods is taken to occur at the time that:

(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at the

Supplier’s address; or

(b) the Supplier (or the Supplier’s nominated carrier) delivers the Goods to the Customer’s

nominated address even if the Customer is not present at the address.

6.2 At the Supplier’s sole discretion the cost of Delivery is in addition to the Price.

6.3 The Supplier may deliver the Goods in separate instalments. Each separate

instalment shall be invoiced and paid in accordance with the provisions in these terms and

conditions.

6.4 Any time specified by the Supplier for Delivery of the Goods is an estimate only.

The Customer must take Delivery by receipt or collection of the Goods whenever they are

tendered for Delivery. The Supplier will not be liable for any loss or damage incurred by the

Customer as a result of Delivery being late. In the event that the Customer is unable to take

Delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable

fee for redelivery and/or storage.

7. Risk

7.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the

Customer must insure the Goods on or before Delivery.

7.2 If any of the Goods are damaged or destroyed following Delivery but prior to

ownership passing to the Customer, the Supplier is entitled to receive all insurance proceeds

payable for the Goods. The production of these terms and conditions by the Supplier is

sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need

for any person dealing with the Supplier to make further enquiries.

7.3 If the Customer requests the Supplier to leave Goods outside the Supplier’s

premises for collection or to deliver the Goods to an unattended location then such Goods

shall be left at the Customer’s sole risk.

7.4 Where the Customer has engaged in the Supplier for the purposes of gaining

access/entry to a property/vehicle as a result of a lock out, the Customer acknowledges and

accepts that:

(a) the Supplier is not acting in an unlawful and fraudulent manner and is not deemed to be a

break-in; and

(b) the Services will not infringe on the right of other person’s or the property’s security;

and

damage to the property/vehicle in the provision of Services.

7.5 The Customer acknowledges and agrees that:

(a) all descriptive specifications, illustrations, drawings, data, dimensions and weights stated

in the Supplier’s fact sheets, price lists or advertising material, are approximate only and are

given by way of identification only. The Customer shall not be entitled to rely on such

information, and any use of such does not constitute a sale by description, and does not form

part of the Contract, unless expressly stated as such in writing by the Supplier;

(b) while the Supplier may have provided information or figures to the Customer regarding

the performance of the Goods, the Customer acknowledges that the Supplier has given these

in good faith, and are estimates which are variable due to factors out of the Supplier’s

control;

the event that other parts/Goods, subsequently fail, the Customer agrees to indemnify the

Supplier against any loss or damage to the Goods, or caused by the Goods, or any part thereof

howsoever arising;

(d) the Supplier does not warrant that the Goods supplied by the Supplier will render the

premises, or any occupant of the premises, secure. The Supplier shall not be liable for any

loss (including consequential loss) or damage suffered by the Customer, whether arising from

the Supplier’s negligence or otherwise, resulting from the Customer’s use of or reliance upon

the Goods; and

(e) the Supplier shall not be held liable for any damage to any glass surfaces as a result of

installing Goods and/or in the provision of the Services.

7.6 The Supplier will not be responsible:

(a) for any compliance of building warrant of fitness around evacuation plans, disability

access and regulations around the use of deadlocks. It shall be the responsibility of the

Customer to ensure that the Goods ordered are suitable for their intended use; and

(b) for any inadvertent compromise of any lockdown plans that schools may have.

7.7 The Customer shall, at their own expense, maintain the Goods in good working

order and in accordance with the manufacturer’s requirements including, but not limited to,

recharging or replacing the batteries on a timely basis.

7.8 In the event that the Customer is unable to use the locks that are supplied, installed,

serviced, or remedied by the Supplier for any reason, then the Supplier shall not be liable for

any loss, damages, or costs however arising, unless due to the negligence of the Supplier.

8. Access

8.1 The Customer shall ensure that the Supplier has clear and free access to the site at

all times to enable them to undertake the Services. The Supplier shall not be liable for any

loss or damage to the site (including, without limitation, damage to pathways, driveways and

concreted or paved or grassed areas) unless due to the negligence of the Supplier.

9. Hidden Services

9.1 Prior to the Supplier commencing any work the Customer must advise the Supplier

of the precise location of all hidden services on the site and clearly mark the same. The mains

& services the Customer must identify include, but are not limited to, electrical services, gas

services, sewer services, pumping services, sewer connections, sewer sludge mains, water

mains, irrigation pipes, telephone cables, fibre optic cables, oil pumping mains, and any other

services that may be on site.

9.2 Whilst the Supplier will take all care to avoid damage to any hidden services the

Customer agrees to indemnify the Supplier in respect of all and any liability claims, loss,

damage, costs and fines as a result of damage to services not precisely located and notified as

per clause 9.1.

10. Compliance with Laws

10.1 The Customer and the Supplier shall comply with the provisions of all statutes,

regulations and bylaws of government, local and other public authorities that may be

applicable to the Services including any WorkSafe health and safety laws relating or any

other relevant safety standards or legislation pertaining to the Services.

10.2 The Customer shall obtain (at the expense of the Customer) all licenses and

approvals that may be required for the Goods.

10.3 Notwithstanding clause 2.1 and pursuant to the Health & Safety at Work Act 2015

(the “HSW Act”) the Supplier agrees at all times comply with sections 28 and 34 of the

“HSW Act” with meeting their obligations for health and safety laws in the workplace

regardless of whether they may be the party in control of the worksite or where they may be

acting as a sub-contractor for the Customer who has engaged a third party head contractor.

11. Title

11.1 The Supplier and the Customer agree that ownership of the Goods shall not pass

until:

(a) the Customer has paid the Supplier all amounts owing to the Supplier; and

(b) the Customer has met all of its other obligations to the Supplier.

11.2 Receipt by the Supplier of any form of payment other than cash shall not be

deemed to be payment until that form of payment has been honoured, cleared or recognised.

11.3 It is further agreed that until ownership of the Goods passes to the Customer in

accordance with clause 11.1:

(a) the Customer is only a bailee of the Goods and must return the Goods to the Supplier on

request;

(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for the

Supplier and must pay to the Supplier the proceeds of any insurance in the event of the Goods

being lost, damaged or destroyed;

other than in the ordinary course of business and for market value. If the Customer sells,

disposes or parts with possession of the Goods then the Customer must hold the proceeds of

any such act on trust for the Supplier and must pay or deliver the proceeds to the Supplier on

demand;

(d) the Customer should not convert or process the Goods or intermix them with other goods

but if the Customer does so then the Customer holds the resulting product on trust for the

benefit of the Supplier and must sell, dispose of or return the resulting product to the Supplier

as it so directs;

(e) the Customer irrevocably authorises the Supplier to enter any premises where the

Supplier believes the Goods are kept and recover possession of the Goods;

(f) the Supplier may recover possession of any Goods in transit whether or not Delivery

has occurred;

(g) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor

otherwise give away any interest in the Goods while they remain the property of the Supplier;

and

(h) the Supplier may commence proceedings to recover the Price of the Goods sold

notwithstanding that ownership of the Goods has not passed to the Customer.

12. Personal Property Securities Act 1999 (“PPSA”)

12.1 Upon assenting to these terms and conditions in writing the Customer

acknowledges and agrees that:

(a) these terms and conditions constitute a security agreement for the purposes of the PPSA;

and

(b) a security interest is taken in all Goods that have previously been supplied and that will

be supplied in the future by the Supplier to the Customer, and the proceeds from such Goods.

12.2 The Customer undertakes to:

(a) sign any further documents and/or provide any further information (such information to

be complete, accurate and up-to-date in all respects) which the Supplier may reasonably

require to register a financing statement or financing change statement on the Personal

Property Securities Register;

(b) indemnify, and upon demand reimburse, the Supplier for all expenses incurred in

registering a financing statement or financing change statement on the Personal Property

Securities Register or releasing any Goods charged thereby;

statement in relation to the Goods or the proceeds of such Goods in favour of a third party

without the prior written consent of the Supplier; and

(d) immediately advise the Supplier of any material change in its business practices of

selling the Goods which would result in a change in the nature of proceeds derived from such

sales.

12.3 The Supplier and the Customer agree that nothing in sections 114(1)(a), 133 and

134 of the PPSA shall apply to these terms and conditions.

12.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125,

126, 127, 129, and 131 of the PPSA.

12.5 Unless otherwise agreed to in writing by the Supplier, the Customer waives its right

to receive a verification statement in accordance with section 148 of the PPSA.

12.6 The Customer shall unconditionally ratify any actions taken by the Supplier under

clauses 12.1 to 12.5.

12.7 Subject to any express provisions to the contrary (including those contained in this

clause 12), nothing in these terms and conditions is intended to have the effect of contracting

out of any of the provisions of the PPSA.

13. Security and Charge

13.1 In consideration of the Supplier agreeing to supply the Goods, the Customer

charges all of its rights, title and interest (whether joint or several) in any land, realty or other

assets capable of being charged, owned by the Customer either now or in the future, and the

Customer grants a security interest in all of its present and after-acquired property, to secure

the performance by the Customer of its obligations under these terms and conditions

(including, but not limited to, the payment of any money). The terms of the charge and

security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the

Land Transfer Act 2017.

13.2 The Customer indemnifies the Supplier from and against all the Supplier’s costs

and disbursements including legal costs on a solicitor and own client basis incurred in

exercising the Supplier’s rights under this clause.

13.3 The Customer irrevocably appoints the Supplier and each director of the Supplier

as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the

provisions of this clause 13 including, but not limited to, signing any document on the

Customer’s behalf.

14. Defects

14.1 The Customer shall inspect the Goods on Delivery and shall within two (2) days of

Delivery (time being of the essence) notify the Supplier of any alleged defect, shortage in

quantity, damage or failure to comply with the description or quote. The Customer shall

afford the Supplier an opportunity to inspect the Goods within a reasonable time following

Delivery if the Customer believes the Goods are defective in any way. If the Customer shall

fail to comply with these provisions the Goods shall be presumed to be free from any defect

or damage. For defective Goods, which the Supplier has agreed in writing that the Customer

is entitled to reject, the Supplier’s liability is limited to either (at the Supplier’s discretion)

replacing the Goods or repairing the Goods.

14.2 Goods will not be accepted for return other than in accordance with 14.1 above, and

provided that:

(a) the Supplier has agreed in writing to accept the return of the Goods; and

(b) the Goods are returned at the Customer’s cost within seven (7) days of the Delivery date;

and

manner; and

(d) the Goods are returned in the condition in which they were delivered and with all

packaging material, brochures and instruction material in as new condition as is reasonably

possible in the circumstances.

14.3 The Supplier will not accept the return of Goods for credit.

14.4 The Supplier may (in its discretion) accept the return of Goods for credit but this

may incur a handling fee of twenty-five percent (25%) of the value of the returned Goods

plus any freight.

14.5 Subject to clause 14.1, non-stocklist items or Goods made to the Customer’s

specifications are not acceptable for credit or return.

15. Warranty

15.1 Subject to the conditions of warranty set out in clause 15.2 the Supplier warrants

that if any defect in any workmanship provided by the Supplier becomes apparent and is

reported to the Supplier within thirty (30) days of the date of Delivery (time being of the

essence) then the Supplier will either (at the Supplier’s sole discretion) replace or remedy the

defect.

15.2 The conditions applicable to the warranty given by clause 15.1 are:

(a) the warranty shall not cover any defect or damage which may be caused or partly caused

by or arise through:

(i) failure on the part of the Customer to properly maintain any Goods or serviced item; or

(ii) failure on the part of the Customer to follow any instructions or guidelines provided by

the Supplier; or

(iii) any use of any Goods or serviced item otherwise than for any application specified on a

quote or order form; or

(iv) the continued use of any Goods or serviced item after any defect becomes apparent or

would have become apparent to a reasonably prudent operator or user; or

(v) fair wear and tear, any accident or act of God.

(b) the warranty shall cease and the Supplier shall thereafter in no circumstances be liable

under the terms of the warranty if the defect is repaired, altered or overhauled without the

Supplier’s consent.

any delay in either replacing or remedying the defective Goods or Services or in properly

assessing the Customer’s claim.

15.3 For Goods not manufactured by the Supplier, the warranty shall be the current

warranty provided by the manufacturer of the Goods. The Supplier shall not be bound by nor

be responsible for any term, condition, representation or warranty other than that which is

given by the manufacturer of the Goods.

16. Consumer Guarantees Act 1993

16.1 If the Customer is acquiring Goods for the purposes of a trade or business, the

Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”)

do not apply to the supply of Goods by the Supplier to the Customer.

17. Intellectual Property

17.1 Where the Supplier has designed, drawn or developed Goods for the Customer,

then the copyright in any designs and drawings and documents shall remain the property of

the Supplier. Under no circumstances may such designs, drawings and documents be used

without the express written approval of the Supplier.

17.2 The Customer warrants that all designs, specifications or instructions given to the

Supplier will not cause the Supplier to infringe any patent, registered design or trademark in

the execution of the Customer’s order and the Customer agrees to indemnify the Supplier

against any action taken by a third party against the Supplier in respect of any such

infringement.

17.3 The Customer agrees that the Supplier may (at no cost) use for the purposes of

marketing or entry into any competition, any documents, designs, drawings or Goods which

the Supplier has created for the Customer.

18. Default and Consequences of Default

18.1 Interest on overdue invoices shall accrue daily from the date when payment

becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per

calendar month (and at the Supplier’s sole discretion such interest shall compound monthly at

such a rate) after as well as before any judgment.

18.2 If the Customer owes the Supplier any money the Customer shall indemnify the

Supplier from and against all costs and disbursements incurred by the Supplier in recovering

the debt (including but not limited to internal administration fees, legal costs on a solicitor

and own client basis, the Supplier’s collection agency costs, and bank dishonour fees).

18.3 Further to any other rights or remedies the Supplier may have under this Contract,

if a Customer has made payment to the Supplier, and the transaction is subsequently reversed,

the Customer shall be liable for the amount of the reversed transaction, in addition to any

further costs incurred by the Supplier under this clause 18 where it can be proven that such

reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations

under this Contract.

18.4 Without prejudice to the Supplier’s other remedies at law the Supplier shall be

entitled to cancel all or any part of any order of the Customer which remains unfulfilled and

all amounts owing to the Supplier shall, whether or not due for payment, become

immediately payable if:

(a) any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the

Customer will be unable to make a payment when it falls due;

(b) the Customer has exceeded any applicable credit limit provided by the Supplier;

enters into an arrangement with creditors, or makes an assignment for the benefit of its

creditors; or

(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed

in respect of the Customer or any asset of the Customer.

19. Cancellation

19.1 Without prejudice to any other remedies the Supplier may have, if at any time the

Customer is in breach of any obligation (including those relating to payment) under these

terms and conditions the Supplier may suspend or terminate the supply of Goods to the

Customer. The Supplier will not be liable to the Customer for any loss or damage the

Customer suffers because the Supplier has exercised its rights under this clause.

19.2 The Supplier may cancel any contract to which these terms and conditions apply or

cancel Delivery of Goods at any time before the Goods are delivered by giving written notice

to the Customer. On giving such notice the Supplier shall repay to the Customer any money

paid by the Customer for the Goods. The Supplier shall not be liable for any loss or damage

whatsoever arising from such cancellation.

19.3 In the event that the Customer cancels Delivery of Goods the Customer shall be

liable for any and all loss incurred (whether direct or indirect) by the Supplier as a direct

result of the cancellation (including, but not limited to, any loss of profits).

19.4 Cancellation of orders for Goods made to the Customer’s specifications, or for non-

stocklist items, will definitely not be accepted once production has commenced, or an order

has been placed.

20. Privacy Policy

20.1 All emails, documents, images or other recorded information held or used by the

Supplier is “Personal Information” as defined and referred to in clause 20.3 and therefore

considered confidential. The Supplier acknowledges its obligation in relation to the handling,

use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the

Act”) including Part II of the OECD Guidelines as set out in the Act. The Supplier

acknowledges that in the event it becomes aware of any data breaches and/or disclosure of

the Customer’s Personal Information, held by the Supplier that may result in serious harm to

the Customer, the Supplier will notify the Customer in accordance with the Act. Any release

of such Personal Information must be in accordance with the Act and must be approved by

the Customer by written consent, unless subject to an operation of law.

20.2 Notwithstanding clause 20.1, privacy limitations will extend to the Supplier in

respect of Cookies where the Customer utilises the Supplier’s website to make enquiries. The

Supplier agrees to display reference to such Cookies and/or similar tracking technologies,

such as pixels and web beacons (if applicable), such technology allows the collection of

Personal Information such as the Customer’s:

(a) IP address, browser, email client type and other similar details;

(b) tracking website usage and traffic; and

so the Supplier may collect and review that information (“collectively Personal Information”)

If the Customer consents to the Supplier’s use of Cookies on the Supplier’s website and later

wishes to withdraw that consent, the Customer may manage and control the Supplier’s

privacy controls via the Customer’s web browser, including removing Cookies by deleting

them from the browser history when exiting the site.

20.3 The Customer authorises the Supplier or the Supplier’s Supplier to:

(a) access, collect, retain and use any information about the Customer;

(i) including, name, address, D.O.B, occupation, driver’s license details, electronic contact

(email, Facebook or Twitter details), medical insurance details or next of kin and other

contact information (where applicable), previous credit applications, credit history or any

overdue fines balance information held by the Ministry of Justice for the purpose of assessing

the Customer’s creditworthiness; or

(ii) for the purpose of marketing products and services to the Customer.

(b) disclose information about the Customer, whether collected by the Supplier from the

Customer directly or obtained by the Supplier from any other source, to any other credit

provider or any credit reporting agency for the purposes of providing or obtaining a credit

reference, debt collection or notifying a default by the Customer.

20.4 Where the Customer is an individual the authorities under clause 20.3 are

authorities or consents for the purposes of the Privacy Act 2020.

20.5 The Customer shall have the right to request (by e-mail) from the Supplier, a copy

of the Personal Information about the Customer retained by the Supplier and the right to

request that the Supplier correct any incorrect Personal Information.

20.6 The Supplier will destroy Personal Information upon the Customer’s request (by e-

mail) or if it is no longer required unless it is required in order to fulfil the obligations of this

Contract or is required to be maintained and/or stored in accordance with the law.

20.7 The Customer can make a privacy complaint by contacting the Supplier via e-mail.

The Supplier will respond to that complaint within seven (7) days of receipt and will take all

reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of

the complaint. In the event that the Customer is not satisfied with the resolution provided, the

Customer can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.

21. Service of Notices

21.1 Any written notice given under this Contract shall be deemed to have been given

and received:

(a) by handing the notice to the other party, in person;

(b) by leaving it at the address of the other party as stated in this Contract;

Contract;

(d) if sent by facsimile transmission to the fax number of the other party as stated in this

Contract (if any), on receipt of confirmation of the transmission;

(e) if sent by email to the other party’s last known email address.

21.2 Any notice that is posted shall be deemed to have been served, unless the contrary

is shown, at the time when by the ordinary course of post, the notice would have been

delivered.

22. Trusts

22.1 If the Customer at any time upon or subsequent to entering in to the Contract is

acting in the capacity of trustee of any trust (“Trust”) then whether or not the Supplier may

have notice of the Trust, the Customer covenants with the Supplier as follows:

(a) the Contract extends to all rights of indemnity which the Customer now or subsequently

may have against the Trust and the trust fund;

(b) the Customer has full and complete power and authority under the Trust to enter into the

Contract and the provisions of the Trust do not purport to exclude or take away the right of

indemnity of the Customer against the Trust or the trust fund. The Customer will not release

the right of indemnity or commit any breach of trust or be a party to any other action which

might prejudice that right of indemnity;

unreasonably withhold consent), cause, permit, or suffer to happen any of the following

events:

(i) the removal, replacement or retirement of the Customer as trustee of the Trust;

(ii) any alteration to or variation of the terms of the Trust;

(iii) any advancement or distribution of capital of the Trust; or

(iv) any resettlement of the trust property.

23. General

23.1 Any dispute or difference arising as to the interpretation of these terms and

conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation

before resorting to any external dispute resolution mechanisms (including arbitration or court

proceedings) by notifying the other party in writing setting out the reason for the dispute. The

parties shall share equally the mediator’s fees. Should mediation fail to resolve the dispute,

the parties shall be free to pursue other dispute resolution avenues.

23.2 The failure by either party to enforce any provision of these terms and conditions

shall not be treated as a waiver of that provision, nor shall it affect that party’s right to

subsequently enforce that provision. If any provision of these terms and conditions shall be

invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the

remaining provisions shall not be affected, prejudiced or impaired.

23.3 These terms and conditions and any contract to which they apply shall be governed

by the laws of New Zealand and are subject to the jurisdiction of the courts of Auckland,

New Zealand.

23.4 Subject to the CGA, the Supplier shall be under no liability whatsoever to the

Customer for any indirect and/or consequential loss and/or expense (including loss of profit)

suffered by the Customer arising out of a breach by the Supplier of these terms and

conditions (alternatively the Supplier’s liability shall be limited to damages which under no

circumstances shall exceed the Price of the Goods).

23.5 The Supplier may licence and/or assign all or any part of its rights and/or

obligations under this Contract without the Customer’s consent.

23.6 The Customer cannot licence or assign without the written approval of the Supplier.

23.7 The Supplier may elect to subcontract out any part of the Services but shall not be

relieved from any liability or obligation under this Contract by so doing. Furthermore, the

Customer agrees and understands that they have no authority to give any instruction to any of

the Supplier’s sub-contractors without the authority of the Supplier.

23.8 The Customer agrees that the Supplier may amend their general terms and

conditions for subsequent future contracts with the Customer by disclosing such to the

Customer in writing. These changes shall be deemed to take effect from the date on which the

Customer accepts such changes, or otherwise at such time as the Customer makes a further

request for the Supplier to provide Goods to the Customer.

23.9 Neither party shall be liable for any default due to any act of God, war, terrorism,

strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the

implementation of regulation, directions, rules or measures being enforced by Governments

or embargo, including but not limited to, any Government imposed border lockdowns

(including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the

reasonable control of either party. This clause does not apply to a failure by the Customer to

make a payment to the Supplier.

23.10 Both parties warrant that they have the power to enter into this Contract and have

obtained all necessary authorisations to allow them to do so, they are not insolvent and that

this Contract creates binding and valid legal obligations on them.