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 “Contractor” means Brendan Courtney Graeme Slee T/A Platinum Carpet Care, 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 Contractor 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

(c) if the Customer is a part of a trust, shall be bound in their capacity as a trustee; and

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

1.4 “Incidental Items” means any goods, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by the Contractor in the course of it conducting, or supplying to the Customer, any Services.

1.5 “Services” means all Services supplied by the Contractor to the Customer at the Customer’s request from time to time.

1.6 “Price” means the price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Services as agreed between the Contractor and the Customer in accordance with clause 3 of this Contract.

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2. Acceptance

2.1 The parties acknowledge and agrees that:

(a) they have read and understood the terms and conditions contained in this Contract; and

(b) the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts delivery of any Services.

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.

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3. Price and Payment

3.1 The Price shall be as indicated on invoices provided by the Contractor to the Customer in respect of the Services supplied.

3.2 Time for payment for the Services shall be of the essence and will be stated on the invoice, quotation, or any other order forms. If no time is stated, then payment will be due seven (7) days following the date of the invoice.

3.3 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 Contractor nor to withhold payment of any invoice because part of that invoice is in dispute.

3.4 Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to the Contractor an amount equal to any GST the Contractor must pay for any supply by the Contractor under this or any other agreement for providing the Contractor’s Services. 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.

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4. Delivery of Services

4.1 At the Contractor’s sole discretion delivery of the Services shall take place when:

(a) the Services are supplied to the Customer at the Contractor’s address; or

(b) the Services are supplied to the Customer at the Customer’s nominated address.

4.2 Delivery of the Services to a third party nominated by the Customer is deemed to be delivery to the Customer for the purposes of this Contract.

4.3 The Contractor may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.

4.4 Any time specified by the Contractor for delivery of the Services is an estimate only and the Contractor will not be liable for any loss or damage incurred by the Customer as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that the Contractor is unable to supply the Services as agreed solely due to any action or inaction of the Customer then the Contractor shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.

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5. Risk

5.1 Irrespective of whether the Contractor retains ownership of any Incidental Items all risk for such items shall pass to the Customer as soon as

such items are delivered to the Customer and shall remain with the Customer until such time as the Contractor may repossess the Incidental Items in accordance with clause 6.3(f) . The Customer must insure all Incidental Items on or before delivery.

5.2 The Contractor reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Incidental Items as a result of the Customer’s failure to insure in accordance with clause 5.1 .

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6. Title

6.1 The Contractor and the Customer agree that where it is intended that the ownership of Incidental Items is to pass to the Customer that such ownership shall not pass until:

(a) the Customer has paid the Contractor all amounts owing for the Services; and

(b) the Customer has met all other obligations due by the Customer to the Contractor in respect of all contracts between the Contractor and the Customer.

6.2 Receipt by the Contractor 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 and until then the Contractor’s ownership or rights in respect of the Incidental Items shall continue.

6.3 It is further agreed that:

(a) the Customer is only a bailee of the Incidental Items and must return the Incidental Items to the Contractor immediately upon request by the Contractor;

(b) the Customer holds the benefit of the Customer’s insurance of the Incidental Items on trust for the Contractor and must pay to the Contractor the proceeds of any insurance in the event of the Incidental Items being lost, damaged or destroyed;

(c) the Customer must not sell, dispose, or otherwise part with possession of the Incidental Items. If the Customer sells, disposes or parts with possession of the Incidental Items then the Customer must hold the proceeds of sale of the Incidental Items on trust for the Contractor and must pay or deliver the proceeds to the Contractor on demand.

(d) the Customer should not convert or process the Incidental Items 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 Contractor and must dispose of or return the resulting product to the Contractor as the Contractor so directs.

(e) the Customer shall not charge or grant an encumbrance over the Incidental Items nor grant nor otherwise give away any interest in the Incidental Items while they remain the property of the Contractor;

(f) the Customer irrevocably authorises the Contractor to enter any premises where the Contractor believes the Incidental Items are kept and recover possession of the Incidental Items.

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

7.1 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 Incidental Items that have previously been supplied and that will be supplied in the future by the Contractor to the Customer and the proceeds from such Incidental Items as listed by the Contractor to the Customer in invoices rendered from time to time.

7.2 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 Contractor 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 Contractor for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Incidental Items charged thereby;

(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items or the proceeds of such Incidental Items in favour of a third party without the prior written consent of the Contractor.

7.3 Unless otherwise agreed to in writing by the Contractor, the Customer waives its right to receive a verification statement in accordance with

section 148 of the PPSA.

7.4 The Customer shall unconditionally ratify any actions taken by the Contractor under clauses 7.1 to 7.3 .

7.5 Subject to any express provisions to the contrary (including those contained in this clause 7 ), nothing in these terms and conditions is

intended to have the effect of contracting out of any of the provisions of the PPSA.

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8. Security and Charge

8.1 In consideration of the Contractor agreeing to supply Services, 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.

8.2 The Customer indemnifies the Contractor from and against all the Contractor’s costs and disbursements including legal costs of a solicitor and own client basis incurred in exercising the Contractor’s rights under this clause.

8.3 The Customer irrevocably appoints the Contractor and each director of the Contractor as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 8 including, but not limited to, signing any document on the Customer’s behalf.

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9. Default and Consequences of Default

9.1 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 Contractor’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

9.2 If the Customer owes the Contractor any money the Customer shall indemnify the Contractor from and against all costs and disbursements incurred by the Contractor in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Contractor’s collection agency costs, and bank dishonour fees).

9.3 Further to any other rights or remedies the Contractor may have under this Contract, if a Customer has made payment to the Contractor,

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 Contractor under this clause 9 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.

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10. Cancellation

10.1 Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those

relating to payment) under these terms and conditions the other party may suspend or terminate the supply of Services to the other party. Neither party will be liable for any loss or damage the other party suffers because one of the parties has exercised its rights under this clause.

10.2 If the Contractor, due to reasons beyond the Contractor’s reasonable control, is unable to the deliver any Services to the Customer, the Contractor may cancel any Contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are commenced by giving written notice to the Customer. On giving such notice the Contractor shall repay to the Customer any money paid by the Customer for the Services. The Contractor shall not be liable for any loss or damage whatsoever arising from such cancellation.

10.3 The Customer may cancel delivery of the Services by written notice served within twenty-four (24) hours of placement of the order. Failure by the Customer to otherwise accept delivery of the Services shall place the Customer in breach of this Contract.

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11. Privacy Policy

11.1 All emails, documents, images or other recorded information held or used by the Contractor is “Personal Information” as defined and referred to in clause 11.3 and therefore considered confidential. The Contractor 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 and

as set out in the Act and any statutory requirements where relevant in a European Economic Area “EEA” under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). The Contractor acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customer’s Personal Information, held by the Contractor that may result in serious harm to the Customer, the Contractor will notify the Customer in accordance with the Act and/or the GDPR. Any release of

such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Customer by written consent, unless subject to an operation of law.

11.2 Notwithstanding clause 11.1 , privacy limitations will extend to the Contractor in respect of cookies where the Customer utilises the Contractor’s website to make enquiries. The Contractor 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

(c) reports are available to the Contractor when the Contractor sends an email to the Customer, so the Contractor may collect and review that information (“collectively Personal Information”)

If the Customer consents to the Contractor’s use of cookies on the Contractor’s website and later wishes to withdraw that consent, the Customer may manage and control the Contractor’s privacy controls via the Customer’s web browser, including removing cookies by deleting them from the browser history when exiting the site.

11.3 The Customer authorises the Contractor or the Contractor’s agent 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 Contractor from the Customer directly or obtained by the Contractor 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.

11.4 Where the Customer is an individual the authorities under clause 11.3 are authorities or consents for the purposes of the Privacy Act 2020.

11.5 The Customer shall have the right to request (by e-mail) from the Contractor, a copy of the Personal Information about the Customer retained by the Contractor and the right to request that the Contractor correct any incorrect Personal Information.

11.6 The Contractor 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.

11.7 The Customer can make a privacy complaint by contacting the Contractor via e-mail. The Contractor 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.

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12. General

12.1 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.

12.2 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 New Zealand.

12.3 Subject to the CGA, the liability of the Contractor and the Customer under this Contract shall be limited to the Price.

12.4 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 Contractor, following cessation of a Force Majeure.

12.5 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.