Terms Of Trade

1. Acceptance of Terms You are taken to have exclusively accepted and are immediately bound, jointly and severally (where there is more than one purchaser), by these terms and conditions of trade when you:

1. place an Order for any Goods or Services from us; and/or
2. accept performance of any Services from us; and/or
3. issue a purchase order to us to confirm an Order.

2. Supplier and Purchaser This Contract is between KLEANFREEKS LIMITED t/a KLEANFREAKS HOUSE WASHING SERVICES (NZBN: 9429046774774) and you, the named customer in the Order, in respect of the Goods and Services.

DEFINITIONS

3. Definitions The following definitions apply to these terms:

“Business Days” Any reference to ‘Business Days’ in these terms means a day on which banks are ordinarily open in New Zealand and excludes a Saturday, a Sunday or a public holiday. Any other reference to a ‘day’ shall mean a calendar day.

“Contract” means the contract for installation of Goods or provision of Services created by the acceptance of these terms and placement of an Order.

“ Order” means any quotation, cost estimate, work order, statement of work, online booking, phone booking, text SMS booking, email exchange confirming scope of services, order for Goods, invoice and any other documentation setting out a scope of Services between us.

“Premises” means the place or places where the Services are to be performed by us or Goods to be installed.

“You” means the purchaser or customer as specified in an Order. If the purchaser or customer comprises more than one person or is a trust each of those persons’ or trustees’ liability and agreement is joint and several.

“Us” Any reference to “us”, “we” or “our” includes any contractor, employee, assignee, transferees or approved subcontractor that we use.

OUR OBLIGATIONS

4. Our Goods and Services All and any Goods, Services or works performed including exterior water blasting, soft washing, gutter or roof repairs, gutter installations, window cleaning, drain clearing/unblocking or any other service described in our Order shall be performed in accordance with industry best practice, with due skill and care and in a competent manner.

5. Goods These will be fit for purpose for the proposed use and unless agreed with you, will be new.

6. Subcontractors Either we or our approved subcontractors will perform the works for you.

7. Work May be Performed in Instalments We may perform the works in instalments on different dates.

8. Exclusions We may list job specific exclusions in your Order and these are incorporated into these terms. Exclusions include, but are not limited to:

1. cleaning of materials or surfaces deemed unsuitable to clean in our reasonable opinion; and
2. removal of hazardous substances or spills; and
3. cleaning at heights where we consider the height to be a health and safety risk to us or our personnel; and
4. moving or relocating exterior garden furniture, structures or other fixtures that require relocation to enable the works to be performed at your Premises unless expressly agree by us in advance.

CUSTOMER OBLIGATIONS

9. Premises Condition Services are provided on the assumption that the Premises to be cleaned and/or worked on shall be in a suitable condition for us to perform the requested category of service.

10. Electricity and Water Supply You must provide an adequate electricity and water supply to us at the Premises.

11. Premises Preparation You must complete or arrange the following in advance of us commencing the Services:

1. Access You must arrange access to the Premises including, where applicable, gate access; and
2. Alarm systems You must deactivate alarms in advance of our attendance to your Premises; and
3. Removal of obstructions this includes the removal of obstructions (including parked vehicles) to access to the Premises; and
4. Relocation of furniture this includes relocating outdoor furniture, trampolines, garden structures, or any fixture of any kind where the works are to be performed; and
5. Dogs You must ensure dogs are adequately restrained, crated or located in a closed environment (e.g., a garage or kennel) while the works are being performed; and
6. Other preparatory works any other preparatory work that you have expressly agreed you will perform in advance of us attending your Premises.

12. Specialist Cleaning Instructions Where you require specific areas to be cleaned to your reasonable instructions, you must provide details in writing in advance of commencement of our Services.

13. Authority for Approval Decisions You must nominate a single individual with authority to give instructions or approval to us, and where you are a body corporate or building manager, you must provide us with written confirmation of their contact name, status and basis on which approval or instructions can be accepted by us.

14. Consents You must make your own enquiries relating to the requirement of any consents required to enable us to perform the works including, but not limited to,

1. building owner consent where you are a commercial tenant; or
2. landlord consent where you are a residential tenant; or
3. any other consent from a third party in connection with the Premises.

15. Structural Integrity of Roof You warrant to us that any roofing structures on which our personnel are required to work on are structurally sound.

16.Rescheduling or Cancelling Pre-Booked Services You must provide at least two (2) Business Days’ notice to re-schedule or cancel pre-booked Services. Where we cannot fill your scheduled booking slot, a Cancellation Fee at our current published rate may apply.

PRICE AND PAYMENT

17. Pricing is Indicative The price for Goods and Services may be a quoted fixed price, a cost estimate only or a chargeable rate based on time and materials at our hourly rate stated in an Order or at a price otherwise agreed with you.

18. Fixed Price Services Any fixed price services shall be subject to a specified list of cleaning or service tasks and activities agreed with you in advance, and any additional tasks performed (as agreed between us) shall be subject to additional charges at our published hourly rate.

19.Service Fees The following fees shall apply as indicated on an Invoice or your Order:

1. Service Fees All Orders are subject to a one-off service fee of $150+GST (or such other amount as stated in an Order) for site establishment and is inclusive of travel to and from Site; and
2. Minimum Hours Where you have selected to purchase Services from us on an hourly basis (e.g. ‘charge up’), a minimum number of hours must be purchased as stated in your Order; and
3. Scaffolding and Edge Protection Hire Hire costs and expenses of edge protection or scaffolding are payable in addition to all other fees. Such amounts stated on an Order are indicative only, and final amounts shall be added to the final invoice; and
4. Working at Heights Safety Fee All Orders for services to be performed at heights (including but not limited to gutter cleaning and roof washing) shall incur a one-off safety service fee of $250+GST (or such other amount as stated in an Order) to cover our reasonable costs associated with safety harness systems (including, but not limited to, regular harness inspection, certifications relevant levies associated with working at heights, installation and dismantlement of temporary anchor points, and use of specialist safety system equipment).

20. Call Out Services Fees Our call-out services are subject to the following payment terms:

1. Minimum Fees Apply a minimum hourly rate or call-out rate current as at the date of the Order shall be charged; and
2. Out of Hours and Weekends out-of-hours, weekend or public holiday rates may apply and may incur a higher rate than our standard hourly rate or call-out rate; and
3. Service Fee All call-outs are subject to a Service Fee at our current published rate; and
4. Blockage Detection where the call-out requires us to diagnose a blockage that requires investigation, disassembly, probing, CCTV investigation and/or testing, all costs involved shall be chargeable whether the repair or unblocking works go ahead and whether or not it is successful; and
5. Unable to Access Premises where we attend your call-out and cannot access the Premises, a Stand-Down Fee shall apply (see below).

21.Stand Down and Cancellation Fees A fee of $150+GST (or such other rate as published on our website from time to time) may be payable in the following circumstances:

1. Where we arrive to the Premises as scheduled and we cannot access the Premises after a reasonable waiting time; or
2. You cancel the scheduled Services with less than two (2) Business Days’ notice.

22. Trade Credit Where you are a commercial or industrial customer and you wish to be granted a credit line with us, the following applies:

1. the supply of Goods and Services on credit may be subject to the requirement to complete a credit application; and
2. we may request a personal guarantee from one or more directors; and
3. if the supply of Goods and Services requested exceeds your credit limit and/or the account exceeds the payment terms or is in arrears, we reserve the right to refuse to perform Services or install any Goods at our sole discretion until arrears have been cleared.

INVOICING

23. Amounts Owing Payable on Due Date All amounts specified in an invoice will require payment on the due date specified in the invoice (“ Amounts Owing”).

24. Invoice Frequency We may invoice at any one or more of the following frequencies:

1. on completion of your Order; and/or
2. for trade customers, at month end for payment on an agreed date the following month.

25. Credit Card Fees We reserve the right to add reasonable merchant fees, costs and expenses for processing credit or debit card transactions if you choose to pay by this method.

26. No Set Off or Deduction Payment of Amounts Owing Amounts Owing which are due and payable must be made without set-off or deduction of any kind.

27. Overdue Amounts Owing Where you do not pay an Amount Owing by the due date stated in an invoice, this immediately becomes an “Overdue Amount Owing” after a period of 5 (five) Business Days we may elect to apply one of the following:

1. Default Interest we shall have the right to apply default interest at a rate of 5% per month on the Overdue Amount Owing (or such rate published on our invoices if different). This shall be calculated daily and compound monthly at that rate if we elect to do this. This applies before and after any judgment (if applicable); or
2. Late Payment Fee of a sum up to $50 per overdue invoice.

28. Debt Collection or Recovery Costs If an Overdue Amount Owing remains unpaid for 14 (fourteen) Business Days or more, we reserve our rights to engage the services of a debt collection agency or solicitor to take proceedings to recover the Overdue Amount Owing. You will be liable for the costs incurred by us in the collection of any unpaid amounts including but not limited to legal costs (on a client solicitor basis), debt collection fees and internal administration fees.

VARIATIONS

29. Variations to Price or Time We reserve the right to issue a Variation Order to change the price or extend the time to complete the Services or install any Goods in any one or more of the following circumstances:

1. Scope extension or location change where an extension to the Premises area or change to the Premises location is requested; and/or
2. Services added where a request to increase the Services is requested after you have confirmed your Order; and/or
3. Additional Storeys where the number of storeys exceeds the number on which we based our cost estimate; and/or
4. Customer Preparation works incomplete where we are delayed or where we must perform additional works to manage, assist with or co-ordinate any preparation works which form your Customer Obligations; and/or
5. Undetected or unforeseen issues where the Services are required to be suspended or extended due to the discovery of hidden or unidentifiable difficulties (noting that we reserve our right to exercise our reasonable judgment as to what constitutes “hidden or unidentifiable difficulties” based on our industry expertise). These include, but are not limited to:
   
   1. poor weather conditions; and/or
   2. limitations to accessing the Premises to perform the works; and/or
   3. obscured building defects, latent defects that affect the suitability or the structural integrity of the surface to be worked on; and/or
   4. hazardous substances are present or detected; and/or
   5. where costs or expenses relating to supply of Goods increases beyond our control from the date of issue or acceptance of an Order and we could not reasonably foresee such increases; and/or
   6. Substitutions where there is a requirement for us to substitute one or more Goods selections and the substitute agreed upon is a higher cost to the price indicated or estimated in our Order.
6. Any other impacts where there is a requirement for us to extend the time or cost it takes to supply or complete the works due to the impact of any other changes which are not listed above but which we deem in our reasonable opinion are a Variation.

30. All Rights Reserved to Decline a Variation We reserve our right to decline to treat this as a Variation. In some circumstances, we may elect to treat the Variation request as a new Order.

31. Written Variations We shall supply you with a written Variation Order stating the changes to the Order, how the price change has been or will be calculated, any extension of time required and state any additional customer obligations to accommodate the Variation. This will be supplemental and in addition to the Order and forms part of this Contract.

32. Verbal Variations Where necessary due to time constraints, you agree we may contact you to inform you of a Variation event by phone or in person if you are on-site. You further acknowledge and agree that in these circumstances, you confirm that we are entitled to invoice any additional sums as if it were a written Variation Order.

WARRANTIES

33. Consumer Guarantees Act If you are acquiring the Goods or related Services for any business or trade purpose, the provisions of the Consumer Guarantees Act 1993 (“ CGA”) are excluded. Otherwise, the CGA shall apply and nothing in these terms shall affect any consumer’s statutory rights.

34. Defective Goods You must inform us in writing of any alleged defect, shortage in quantity, damage or failure to comply with the description or quoted specifications of Goods. The following shall apply:

1. Inspection we are entitled to inspect the Goods within a reasonable time to determine if a defect is present; and
2. Remedies We can choose (at our sole discretion) to either replace or repair the Goods; and
3. Original Manufacturer Warranty We shall liaise with any original equipment manufacturer to procure replacement Goods under warranty or arrange a repair at their expense; and
4. No refund We are not obliged to provide a refund for defective Goods unless required by law.

35. Services You must inform us within 48 hours following completion of the Services of any defect in our workmanship for Services. The following shall apply:

1. Inspection we are entitled to inspect the workmanship (with an independent third-party where we choose this) within a reasonable time to determine if a defect is present; and
2. Remedies If a defect is present, we shall either remedy the defective workmanship by a re-performance of the Services or agree an alternative remedy with you.

EXCLUSIONS OF WARRANTIES

36. No Warranty for Drain Unblocking You accept and acknowledge that where we perform drain unblocking services, we offer no warranty against the reoccurrence of the initial blockage, subsequent blockages or failure of any septic system resulting from such blockage.

37. Other Any warranty or guarantee owed by us to you under relevant laws or under this Contract will not apply where:

1. you have not informed us of the defect within the time frame stated in this Contract; and/or
2. have supplied cleaning or treatment products; and/or
3. the fault or defect is a result of:
   
   1. something done by you or someone else, and not by us or our approved contractors; and/or
   2. you or your representatives not maintaining any resulting structure, system or assets (where applicable) in a sound and reasonable condition in such a way that it caused the defect; and/or
   3. something beyond human control that occurred after completion of our Services or works, for example an extreme weather event or natural disaster or natural event such as an earthquake, lahar or tsunami that causes the defect; and/or
   4. any part of the Goods installed as part of the Services being misused, abused, neglected, or damaged after installation; and/or
   5. the Goods not being maintained in accordance with any care or guarantee documents supplied by us to you; and/or
   6. the Goods being repaired, modified, reinstalled, or repositioned by anyone other than us or our approved contractors.

Risk

38. Risk in Goods Passes to You on Completion All risk of damage or loss to any Goods shall pass to you on delivery of the Goods or completion of the Services (where Goods have been installed at your Site as part of the Services). The responsibility to insure those Goods shall pass to you.

39. Risk of Plant, Equipment or Goods left at Site Where you are providing the Site and offer storage facilities for our plant, equipment or any Goods, you must ensure this is adequately secure.

TITLE TO GOODS, PLANT AND EQUIPMENT

40. Retention of Title to Goods We own the Goods (if any) supplied to you until you have paid for them in full. No beneficial or equitable ownership in the Goods will pass to you until full and final payment of the total price for the Goods has been received by us, pending which you hold the Goods as trustee and agent for us.

41. Title to Plant, Machinery and Equipment All title to any plant, machinery and equipment used to perform the Services and which may be left at the Site during the performance of the Services remain our exclusive personal property and no rights, title or interest shall pass to you.

PERSONAL PROPERTIES SECURITIES ACT 1999 (PPSA)

42. This Contract is a Security Agreement You accept that this Contract constitutes a security agreement for the purposes of the PPSA.

43. Retention of Title creates a Purchase Money Security Interest You agree that clause ( Retention of Title to Goods) grants us a Purchase Money Security Interest (as defined in the PPSA) in all present and after acquired Goods as security for payment of the purchase price for the Goods until such amount is paid in full.

44. Our Right to Register a Financing Statement You consent to us effecting a registration of a financing statement in respect of the security interest created by this Contract on the Personal Property Security Register ( PPSR) under the provisions of the PPSA. Where we have rights in addition to those in Parts 9 of the PPSA, you agree that those rights shall continue to apply.

45. Waiver of Your Rights under the PPSA You waive the following rights under the PPSA:

1. To receive a verification statement you waive the right to receive notice of a verification statement under s148 of the PPSA in relation to any registration we make on the PPSR to secure our interest over the Goods; and
2. Notice rights you further agree that you waive the rights under ss114(1)(a), 116, 120(2), 121, 125, 129 and 131 of the PPSA as they relate to notices to you regarding our rights to remove our Goods and re-sell these. To the extent permitted by law this Contract excludes any other provisions of the PPSA which may be excluded in our discretion, and which would otherwise confer rights on you.

46. What you Must Do to Assist with a PPSR Registration You undertake to:

1. promptly do all things, execute all documents and/or provide any information which we may reasonably require to enable us to register a financing statement or charge on the PPSR; and
2. not consent to or enter into any agreement which permits any supplier or other person to register a security interest in respect of the Goods without our prior written consent.

47. Right to Enter Premises You irrevocably grant us the right to enter your Premises without notice, and without being in any way liable to the you or to any third party, if we have the rights to exercise any of our rights under section 109 of the PPSA in respect of our Goods. You shall indemnify us from any claims made by any third party as a result of such exercise. Any costs and expenses in the performance of using our rights under s109 of the PPSA shall be added to any Amounts Owing.

LIABILITY

48. Exclusion of Our Liability Our total aggregate liability to you arising out of or in connection with this Contract whether under any indemnity, in contract or tort (including negligence) by statute or otherwise at law or in equity is limited to the total price of the Goods and Materials or Services or the actual direct costs incurred by you (whichever is the lower amount).

49. No Consequential Losses To the fullest extent permitted by law, we exclude all liability to you for any direct or indirect claims, expenses, losses, damages and costs (including any incidental, special and/or consequential damages or loss of profits, loss of anticipated savings or loss of expenses suffered or incurred by you resulting (either directly or indirectly) in connection with the provision of Goods and/or Services and for any claims, costs, expenses incurred by you in connection with any Exclusions to Warranties.

SUSPENSION AND CANCELLATION

50. Suspension of Services for Overdue Amounts Owing If there is an Overdue Amount Owing and such default continues for five (5) Business Days then we shall be entitled to immediately suspend the Services without notice. Where this is a “Construction Contract” as defined under the CCA, s24A of the CCA shall apply.

51. Our Rights to Cancel this Contract The following applies:

1. On Notice We may cancel an Order at our discretion. We shall provide you with at least ten (10) Business Days’ notice of such cancellation. We shall not be liable for any loss or damage whatsoever arising from such cancellation.
2. Immediate Cancellation We may cancel an Order immediately or terminate any trade account and/or suspend any performance of further works and Services where (i) you are a trade customer, and you are in breach of any terms of your credit application; (ii) you become insolvent or bankrupt, convene a meeting with your creditors or make an assignment for the benefit of your creditors or a receiver, manager, or liquidator (provisional or otherwise) or similar person is appointed in respect of you or your business or its assets; and/or (iii) where we or our approved contractors assess that the Site is unsafe and to continue to work at the Premises would breach applicable health and safety legislation and you cannot or will not make the Premises safe.

52. Your Rights to Cancel this Contract You may choose to cancel an Order provided you inform us in writing with no less than ten (10) Business Days’ notice prior to the scheduled date for commencement of the Services. Where you elect to terminate the Services after the date of commencement, this is at our sole discretion. In either event, the clauses below in relation to sums for Amounts Owing shall apply.

53. Amounts Owing on Cancellation All Amounts Owing for any part-performance of Services completed up to the date of cancellation shall become immediately due and payable if either party exercises their rights to terminate or cancel this Contract.

LIABILITY

54. Exclusion of Our Liability Our total aggregate liability to you arising out of or in connection with this Contract whether under any indemnity, in contract or tort (including negligence) by statute or otherwise at law or in equity is limited to the total price of the Services or the actual direct costs incurred by you (whichever is the lower amount).

55. No Consequential Losses To the fullest extent permitted by law, we exclude all liability to you for any direct or indirect claims, expenses, losses, damages and costs (including any incidental, special and/or consequential damages or loss of profits, loss of anticipated savings or loss of expenses suffered or incurred by you resulting (either directly or indirectly) in connection with the Goods and Services.

DISPUTE RESOLUTION

56. Details of the Dispute must be Supplied If either party considers that a dispute has arisen in relation to any matter governed by these terms, that party must give the other party written notice (via email) outlining the basis of the dispute ( Dispute Notice).

57. Dispute must be Discussed The parties must then meet (in person or virtually or by phone) to resolve, in which case both parties will promptly attempt to resolve the dispute by consultation at the lowest practicable level of escalation.

58. Escalation of Dispute If the dispute is not resolved by discussion, meeting and/or other informal means within ten (10) Business Days of the date of the Dispute Notice either may submit the dispute to a dispute resolution forum.

59. Costs and Expenses Each party will pay its own costs of mediation or alternative dispute resolution and to avoid doubt, this clause does not apply to any fees, costs or expenses we incur to recover Overdue Amounts Owing via debt collection or debt recovery proceedings.

GENERAL

60. Notices Any written notice given under these terms shall be deemed to have been given and received if sent by email to the other party’s last known email address.

61. No Waiver The failure by either party to enforce any provision of these terms 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.

62. Severability If and to the extent any provision or part of a provision of these terms is illegal or unenforceable, such provision or part of a provision will be severed from the contract forming these terms and will not affect the continued operation of the remaining provisions of these terms.

63. Construction Contracts Act Where the context requires, this Contract is a “construction contract” as defined under the CCA.

64. Entire Agreement The Order together with these terms and any Variation Order (written or verbal) sets out the entire agreement between the parties.

65. Electronic Acceptance The parties agree that any legal requirement may be met by using electronic means in accordance with the Contract and Commercial Law Act 2017. In this clause the term “legal requirement” has the meaning given to it by section 219(2) of the Contract and Commercial Law Act 2017.

66. Changes to Terms We may amend our general terms and conditions for subsequent future Order with you by disclosing the new terms to you in writing. These changes shall be deemed to take effect from the date on which you accept such changes, or otherwise at such time as you make a further request for us to provide Services to you.

67. Precedence If there is any conflict or difference between the documents forming the Contract then the order of precedence is:

1. a Variation Order; and
2. any specific departures to these terms as documented in a separate written contract; and
3. the Order.

68. Remedies The rights, powers and remedies provided in the Contract are cumulative and are in addition to any right, powers or remedies provided by law.

69. Governing Law This Contract shall be governed by the laws of New Zealand and the parties irrevocably submit to the exclusive jurisdiction of the courts of New Zealand.

END OF TERMS