Terms & Conditions of Trade

1. Definitions

If applicable, capitalised terms have the meaning given to them in this Agreement. In addition, the following definitions apply:

• 1.2. 'Supplier,' 'we', or 'us' means Imatec (our successors and assigns) or any person acting with the authority of Imatec.
• 1.3. 'Client,' 'you', or 'your' means the Client purchasing Services from us or any person acting on your behalf (including authorised agents).
• 1.4. 'Services' means all Goods (which includes any files, information, printed or virtual material, data or Software, whether supplied from a third party or custom developed) or Services (which includes any advice, recommendations, technical service, support and training) supplied by us to you.
• 1.5. 'Software' means the programs and other operating information used by a computer or device.
• 1.6. 'Price' means the cost of the Services as agreed between the parties.
• 1.7. 'Amounts Owing' means all monies owed by you to us at any time.
• 1.8. 'Agreement' means these Terms and Conditions of Trade together with any SLA, quotation, or other document incorporated by reference.
• 1.9. 'Business Day' means any day other than a Saturday, Sunday, or public holiday in New Zealand.
• 1.13. 'Insolvency Event' means an event of insolvency, including bankruptcy; the appointment of an insolvency administrator, manager, receiver or liquidator; or being unable to pay debts as they fall due.
• 1.14. 'Cookies' means small files stored on a user's computer holding a modest amount of data specific to a particular Client and website.
• 1.17. 'SLA' means the Service Level Agreement detailing the Services to be carried out at the designated location and timeframes as agreed.
• 1.20. 'Personnel' means directors, officers, employees, agents and contractors.
• 1.21. 'FTA' means the Fair Trading Act 1986.
• 1.22. 'CGA' means the Consumer Guarantees Act 1993.
• 1.23. 'CCLA' means the Contract and Commercial Law Act 2017.
• 1.24. 'PPSA' means the Personal Property Securities Act 1999.

2. Interpretation

In this Agreement, unless the context otherwise requires: headings are for convenience only and do not affect interpretation; a reference to legislation includes all regulations, orders, instruments, codes, guidelines or determinations issued under that legislation; a reference to 'in writing' includes by email; the words 'include' or 'including' are to be construed without limitation; and a word importing the singular includes the plural and vice versa.

3. Acceptance

3.1. All orders are subject to our acceptance. We may (at our sole discretion) accept any order in whole or part by issuing an invoice for the applicable Services, delivering the Goods or Services, or otherwise confirming the order in writing.

3.2. You are strongly recommended to place orders in writing. We will not be responsible for errors or omissions due to oversight or misinterpretation of verbal instructions.

3.4. If you place an order for or accept any Services from us, you are taken to accept this Agreement and are bound jointly and severally. You do not need to sign any formal documentation to indicate your acceptance.

3.5. Your acceptance of this Agreement shall continue to all future orders, purchases or schedules, and this Agreement will be incorporated into and form part of each order.

4. Authorised Agents

4.1. We are not obligated to inquire about the authority of any person placing an order on your behalf.

4.2. If you introduce any third party to us as your authorised agent, you agree that the agent shall have your full authority to order any Services on your behalf, and such authority shall continue until the Services have been completed or you notify us in writing that the third party is no longer your authorised agent.

5. Changes to Details

5.1. You agree that you will give us not less than fourteen (14) days prior written notice of any proposed change to your name and any other changes to your details (including changes to ownership, address, email, contact phone, or business structure).

6. Price and Payment

6.1. The Price for the Services shall be as set out in our quotation, our current price list, or as otherwise agreed in writing.

6.6. You agree that where you supply us with electronic hardware faults: (i) the inspection for Apple products is one (1) hour plus GST; and (ii) any other electronic hardware is thirty (30) minutes per piece of hardware.

6.7. You agree that you must pay in full before collecting any equipment. If the equipment is not collected within three (3) months, all data will be erased, and the hardware shall be sold or scrapped to cover any Amounts Owing.

6.8. The callout fee minimum is one (1) hour plus travel plus GST, and any callout outside our regular business hours shall be a minimum of two (2) hours.

6.12. Payment may be made by cash, electronic/online banking, or any other method that we agree to in writing.

6.16. If an Insolvency Event occurs, all Amounts Owing will immediately become due and payable.

7. Variations

7.1. We agree that there will be no charge for preparing the initial quotation, which may include discussions and project scoping. However, in some instances, the Services above may be charged to you additionally (at our sole discretion).

7.2. We reserve the right to vary the Price if a variation to the plan of scheduled Services or specifications is requested; if any information supplied by you is inaccurate; or as a result of increases beyond our reasonable control in the cost of materials or labour.

7.8. We reserve the right to amend the Price where there is any variation to the accepted plan of scheduled Services, which will be charged based on our standard hourly rates (and double such rate for any Services provided outside our regular business hours).

8. Reimbursable Expenses

We shall be reimbursed for all expenses reasonably and appropriately incurred in connection with the provision of the Services. All reimbursable expenses (including travel, accommodation, communications, or couriers) will be charged at cost (including GST) plus an administration fee that reflects the time involved.

9. Provision of Services

9.1. The Services are provided based on specifications, information and instructions provided by you. You acknowledge that it is your responsibility to ensure that such are detailed sufficiently. We shall not accept any liability for the supply of Services contrary to your intention due to insufficient or inadequate provision of detailed specifications.

9.2. Any time specified for the provision of the Services is an estimate only. We will not be liable for any expenses or losses incurred due to your reliance on our estimated time for delivery.

10. Supplied Content

10.1. You warrant that all content or materials supplied to us to be used for the provision of the Services shall be true and correct; not contain Prohibited Content; not infringe copyright, trademark or any other legal rights of another person; and not contain anything that may give rise to any cause of action by a third party against us.

17. Consumer Guarantees Act 1993 and Fair Trading Act 1986

17.1. Subject to clause 17.2, nothing in this Agreement will affect any rights you may have as a 'consumer' (as defined under the CGA).

17.2. For the purposes of section 2 and Part 5, section 43(2) of the CGA, the parties acknowledge and agree that, if you are acquiring the Incidental Items or Services in trade, to the extent permitted by law, you are contracting out of the CGA, and it is fair and reasonable for the parties to be bound by this clause.

18. Cancellation

18.1. We may cancel this Agreement or the provision of the Services at any time before the Services are provided by giving you written notice. If you cancel any Services to which this Agreement applies, you shall be liable for any loss incurred (whether direct or indirect) by us due to the cancellation.

18.2. If you fail to give notice of your intention to cancel the Agreement at least one (1) month before the expiration date, the Agreement shall automatically renew for the period specified in the Agreement.

24. Specific Service Conditions

24.5. It is your responsibility to back up any data you believe to be important, valuable, or irreplaceable prior to us providing the Services (unless we are providing this as a charged service).

24.6. If a virus or malware is suspected, we must be told before repairs or an inspection commences to prevent damage and loss to other hardware.

24.7. By submitting equipment for data recovery, you warrant that you have the legal right to the stored data under the Privacy Act 2020 and indemnify us from any liability.

24.8. Camera installation is offered as an installation service only, and no legal advice is provided with the Services. It is your responsibility to ensure that all legislative requirements regarding surveillance (including the Privacy Act 2020 and the Employment Relations Act 2000) are adhered to.

24.10. Any advice, recommendations, information, or assistance provided by us in relation to the Services is given in good faith and is based on information provided to us and our knowledge and experience. Whilst we will take all care when providing our Services, human error is possible under these circumstances.

24.19. You accept that we are only responsible for Incidental Items or Services that are provided or replaced by us, and we do not accept any responsibility for previous Services carried out by any third party.

24.20. Should you request us to leave Incidental Items outside our premises for collection or deliver the Incidental Items to an unattended location, you agree that those Incidental Items shall be left at your sole risk.

25. Health and Safety at Work Act 2015

Each party will comply with the Health and Safety at Work Act 2015 (HSW Act), including all health and safety duties specified in Part 2 of the HSW Act and all other applicable standards and codes of practice relating to health and safety.

32. Limitation of Liability

32.8. In no circumstances will we have any liability whatsoever under or in connection with this Agreement: (a) for the acts or omissions of any third party; (b) any act or omissions performed in accordance with your instructions (or instructions from your authorised agents); or (c) to any third party.

33. General

33.1. Governing law: This Agreement is governed by and to be construed in accordance with the laws of New Zealand, and each party submits to the exclusive jurisdiction of the courts of New Zealand.

33.2. Entire Agreement: This Agreement constitutes the entire agreement of the parties about its subject matter and supersedes all previous agreements, representations and understandings.

33.4. Subcontracting: We may subcontract the performance of our obligations (including to a Related Company) on the basis that we remain solely liable to you for the performance of our obligations.

33.5. Assignment: You must not assign, novate or transfer your rights or obligations under this Agreement without our prior written consent. We may assign this Agreement to any other person.

33.6. Amendments: Any amendment to this Agreement must be in writing, signed by both parties, except where we are required to make changes to ensure compliance with applicable laws.

33.7. Notices: Any notice, demand or other communication to be served on a party must be in writing and sent by personal delivery, pre-paid post or email to the address of the relevant party.

33.8. Force majeure: We will not be liable to you for any failure or delay in performing our obligations under this Agreement where such failure or delay is caused by events or circumstances beyond our reasonable control (including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic, accident, emergency, order of government or other authority or act of god).

33.9. Severability: If any part of this Agreement is illegal or unenforceable, you agree that part shall be amended to the extent permitted by law, and if it is not able to be amended, then it will be severed, and all remaining rights in this Agreement will continue in full force and effect.

33.11. Termination: Either party may terminate this Agreement immediately by written notice if the other party breaches a term of this Agreement which is not capable of remedy or, where the breach is capable of remedy, fails to remedy the breach within 20 Business Days of written notice of the breach.

33.14. Relationship: We will provide Incidental Items or Services to you as an independent contractor. Nothing in this Agreement creates any partnership, joint venture or employment relationship between the parties.

33.16. Counterparts: This Agreement may be executed in any number of counterparts (including by electronic signature or email exchange of pdf copies), constituting one instrument.

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