TERMS AND CONDITIONS
You have requested that Green Room Projects Limited (hereafter "we", "us" or "our") provide you with certain landscape design, installation and/or maintenance services (the "agreed works") and we have provided you with a quote for those agreed works (the "Quote").
These terms and conditions ("Terms") govern the provision of the agreed works by us to you. By accepting our Quote and requesting that we commence the agreed works, you acknowledge that you have read and understood these Terms and agree to be bound them.
We undertake to carry out and complete the agreed works in a timely manner and you undertake to pay us for the agreed works, in each case in accordance with these Terms.
You warrant and undertake to us that:
You are the owner of the property at which the agreed works are to be carried out ("Site") or, if you are not the owner, you have the right to grant us access to the Site and to permit us to carry out the agreed works;
We will be given free and unobstructed access to the Site to carry out the agreed works, and that (except where agreed otherwise) you will ensure that the Site is cleared of all debris or obstructions prior to the start of the agreed works;
You will provide, at no cost and in a timely manner, all reasonable assistance, facilities and information as we may reasonably require to undertake the agreed works (including suitable space on the Site to work and access to a power source);
You will not interfere with or damage any of our equipment while it is on the Site; and
Where necessary, you will be responsible for obtaining any required approval, licences, consents or permits required in connection with the agreed works.
In consideration for us undertaking the agreed works, you agree to pay to us the amount set out in the Quote (plus GST, if any) (the "Fee") in the manner, and at the times, stated in the Quote. If it is agreed that any (or all) of the Fee is to be paid to us upfront by way of a deposit, we will not start the agreed works unless and until such amount is paid in full in cleared funds.
If no Quote has been provided, we will undertake the agreed works on a time and materials basis, using our then current rates, and such amounts shall constitute the Fee.
We will provide you with an invoice for the Fees incurred in respect of the agreed works. Unless otherwise agreed (and excluding any Fees that are payable by you upfront), you must pay to us the amount stated in any such invoice within 14 days of your receipt of the invoice, and without any deduction, withholding or setoff. If you fail to pay any amounts owing to us by the due date, then, without prejudice to our other rights or remedies, interest will accrue on such amounts from the due date for payment of the invoice to the date of the actual payment, calculated at 1.5 times the interest rate payable by us on our current overdraft facility at the time of your default.
Title and security interest
Title to and property in all materials and products ("Goods") supplied by us to you in connection with the agreed works (including plants), shall remain with us until we have received payment for the agreed works in full. Until such time as the amounts owing to us for the agreed works are paid in full, you acknowledge that you are in possession of the Goods solely as fiduciary and bailee for us. Risk in the Goods shall pass to you on delivery to the Site.
If you fail to pay any amount owing to us in connection with the agreed works, then, without prejudice to our other rights or remedies, we may retake possession of such Goods, and for this purpose you irrevocably authorise us to enter the Site, at any reasonable time, to remove and repossess the Goods, without incurring liability to you or any person.
As security for the payment of any amounts owing to us in connection with the agreed works, you grant to us a security interest in all of your rights, title and interest in the Goods and all proceeds arising from the Goods. This security interest is registrable on the PPSR. You agree that nothing in sections 114(1)(a), 133 and 134 of the Personal Property Securities Act 1999 shall apply to these Terms, or the security interests created these Terms, and waive your rights under sections 116, 120(2), 121, 125, 129, 131 and 148 of that Act.
Variations to agreed works
You may request changes to the agreed works and we will use our reasonable endeavours to comply with such request (to the extent that we are able and have capacity to do so), provided that we reserve the right to adjust the Fees to take into account any additional work or Goods required to give effect to that change. We are not required to undertake any changes to the scope of the agreed works until any changes to the Fees are agreed.
If we are unable to accommodate any changes to the agreed works or to agree any necessary changes to the Fees, the agreed works will remain unchanged.
Nothing in these Terms shall affect or limit any rights that you may have under the Consumer Guarantees Act 1993 and/or the Fair Trading Act 1986 (unless you are consuming the agreed works for the purposes of a business, in which case, to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply).
We will use reasonable skill, care and diligence when undertaking the agreed works, but, to the extent permitted by law, we are only liable to you for any reasonably foreseeable physical loss or damage that is directly caused by our negligence or wilful breach of these Terms. Our liability to you in respect of any claim (howsoever arising) will be limited to the amount of the Fees.
Without limiting the foregoing, we will not be liable to you for any indirect or consequential losses (including any loss of profit), whether or not that loss was, or ought to have been, contemplated by us, nor will we be liable to you for any delay or failure to perform any of our obligations to the extent that such delay or failure was caused by an event beyond our reasonable control (such as an act of God, any pre-existing contamination, pests or disease on the Site, inclement weather, natural disaster or sabotage (or similar)). We are also not liable to you to the extent that any loss arises because of your failure to adhere to suggested levels of maintenance and care (including recommended watering) in relation to the Site following completion of the agreed works.
Any quotations given by us in relation to the delivery times for any of the agreed works are made in good faith, but are estimates only and not commitments. We will not bound by or liable for such quotations.
If you notify us of any errors or omissions by us in the agreed works within a reasonable time following the completion of those works, we will make good those errors or omissions at our cost, and you agree that, to the maximum extent permitted by law, this remedy is your sole and exclusive remedy and is in lieu of, and replaces, all remedies that you have at law including, without limitation, under contract or tort (including negligence).
You acknowledge and agree that we own any design or other intellectual property rights created by or behalf of us in the course of undertaking the agreed works. You agree to provide us with a reasonable opportunity to photograph the agreed works for our marketing purposes, provided that in no event will we identify the precise location of the Site without your consent.
Use of information
We may collect and use your information in order to undertake the agreed works and to market our services (or any other related services) to you from time to time. If you are a natural person, you have the right under the Privacy Act 1993 to access any personal information that we hold about you and to request that such personal information be corrected if it is wrong.
Either party may terminate these Terms immediately on written notice to the other party.
Termination of these Terms is without prejudice to any accrued rights or obligations that either party may have up to and including the date of termination, and will not affect any provisions of these Terms that, by their nature, are intended to continue after termination. Without limiting the foregoing, on termination of these Terms we will invoice you, and you must pay, for any reasonable costs and expenses incurred by us in relation to the agreed works prior to termination.
If any dispute of whatever nature arises in relation to the agreed works, reasonable steps must be taken to attempt to resolve the dispute by discussion, meeting and/or other informal means. This does not limit the terms of the Construction Contracts Act 2002, or our right to seek urgent interlocutory relief or to submit a dispute to any tribunal or court. You agree to reimburse us for all reasonable costs we incur in connection with the enforcement of our rights under these Terms.
You may not assign or transfer any of your rights or obligations under this Agreement without our consent. We may assign, novate or subcontract all or any of our rights and obligations under this agreement without your consent.
These Terms are governed by, and are to be construed in accordance with, New Zealand law.