1. Definitions
1.1. Unless the context otherwise requires, the following definitions apply:
1.1.1. “Agreement” means these Terms and Conditions of Business, including any attached Schedules. No other terms or representations discussed between the Company and the Customer will form part of this Agreement unless expressly recorded in writing and included as a variation within a Schedule.
1.1.2. “Customer” or “you” refers to the person or entity signing this Agreement. For the avoidance of doubt, “Customer” includes any individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body, government or regulatory authority, or any other entity, whether or not it has separate legal status.
1.1.3. “Company” means Sign Me Up Signs Limited, and includes references to “we,” “us,” “our,” or “Sign Me Up.” This definition also extends to our employees, contractors, and agents.
1.1.4. “Deliverables” means the Services described in Schedule A, which contain the descriptions, specifications, standards, and other properties or qualities of the Deliverables to be supplied by the Company to the Customer in accordance with this Agreement.
1.1.5. “Fees” means the costs set out in Schedule A, together with any disbursements payable in accordance with this Agreement.1.1.6
1.1.6. “GST” means Goods and Services Tax as defined in the Goods and Services Tax Act 1985 (“GST Act”).
1.1.7. “Proceedings” means any application to a court or tribunal, or any referral or submission to mediation, adjudication, arbitration, or any other dispute resolution process.
1.1.8. “Quotation” means the Company’s written quotation for the Work to be performed for you, as set out in Schedule A.
1.1.9. “Work” means the services performed by the Company for you (including any products supplied as part of those services) as described in the Quotation and any additional work requested by you or performed in accordance with clause 3.
1.1.10. “Working Day” means any day other than:
1.1.10.1. Saturday, Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s Birthday, and Labour Day;
1.1.10.2. if Waitangi Day or ANZAC Day falls on a Saturday or Sunday, the following Monday;
1.1.10.3. any day between the Friday before Christmas Day and two weeks after Christmas Day; and
1.1.10.4. the provincial anniversary day observed in the location of the Work.
A Working Day is deemed to commence at 8.00am and conclude at 5.00pm.
2. Construction of Agreement
2.1. The terms “includes” and “including” (and similar expressions) are deemed to be followed by “without limitation.”
2.2. Words importing the singular include the plural, and vice versa.
2.3. Headings are for convenience only and do not affect interpretation.
2.4. References to any party include that party’s executors, administrators, successors, and permitted assigns.
2.5. References to any statutory provision are to New Zealand statutes and include any amendments, replacements, or subordinate legislation made under them.
2.6. References to a “person” include any individual or entity as described in clause 1.1.2.
3. Scope of Work
3.1. All services provided by the Company will be agreed upon in writing, outlining the specific scope, design specifications, materials, and costs.
3.2. Any modification to the original scope must be requested in writing and may result in adjustments to cost and delivery timelines at the Company’s discretion.
4. Client Obligations
4.1. Copyrighted Material: You are responsible for ensuring that any design or artwork supplied is free of copyright restrictions or that the necessary permissions have been obtained.
4.2. Consents: You are responsible for obtaining all required consents, including Code Compliance Certificates or similar approvals. The cost of obtaining these consents lies solely with you.
4.3. Site Preparation: You must ensure that the site is accessible and free from obstructions prior to installation.
4.4. Vehicle Applications: For vehicle wraps or decals, you must ensure the vehicle is clean and undamaged prior to installation.
5. Quotations and Pricing
5.1. Unless otherwise agreed in writing, all prices are in New Zealand dollars (NZD), exclusive of GST, and valid for 30 days from the Quotation date unless withdrawn earlier.
5.2. Work will not commence until you have accepted the Quotation and signed this Agreement.
5.3. The final price may differ from the Quotation to reflect:
5.3.1. variations to the Work;
5.3.2. unforeseen or hidden difficulties;
5.3.3. delays caused by third parties; or
5.3.4. factors beyond the Company’s control, including undetected structural issues.
5.4. Any price variations will be communicated to you before commencement.
6. Payment Terms
6.1. Unless otherwise agreed, payment is due on the date of the Company’s invoice, typically issued upon completion.
6.2. Any variation to these terms will be specified in Schedule A.
6.3. If this Agreement is terminated before completion, you must immediately pay the Company for all Work completed to date.
6.4. All payments are exclusive of GST, which must be paid in addition.
6.5. The Company may require a non-refundable deposit before commencing Work.
6.6. Payments must be made in full without deduction or set-off.
6.7. Your obligations continue until:
6.7.1. all payments owing are received in cleared funds; and
6.7.2. all other obligations to the Company are met.
6.8. The Company may allocate payments to any outstanding account at its discretion.
6.9. If payment is not made within seven (7) Working Days, default interest will accrue at 5% per annum above the Company’s bank overdraft rate, calculated daily, together with all legal and collection costs incurred.
6.10. If payment remains outstanding after seven (7) Working Days, the Company may suspend Work until payment (including interest and costs) is made in full.
7. Delivery and Installation
7.1. Delivery dates are indicative only and not guaranteed.
7.2. The Company is not liable for delays beyond its control, including supplier issues, weather, or unforeseen events.
7.3. You are responsible for ensuring the site is ready for installation. Delays due to inadequate preparation may incur additional charges.
8. Warranty and Liability
8.1. The Company warrants that Goods supplied will be free from defects in materials and workmanship for 12 months from completion, in addition to any manufacturer’s warranties.
8.2 This warranty excludes damage caused by:
8.1.1. fair wear and tear;
8.1.2. misuse (including pressure washing, industrial cleaners, or chemicals);
8.1.3. vandalism;
8.1.4. environmental conditions; or
8.1.5. installation by anyone other than the Company
8.2. The Company’s liability is limited to repair or replacement of defective Goods and excludes consequential or indirect losses.
9. Default
If you fail to pay any amount due or become insolvent (including liquidation, receivership, or bankruptcy), or breach this Agreement:
– The Company may charge default interest as per clause 6.9;
– Suspend Work under clause 6.10; and/or
– Terminate this Agreement immediately by written notice.
If the Agreement is cancelled under this clause, the full amount of the Quotation becomes immediately payable.
10. Errors and Omissions
Upon completion of the Work, you must inspect it and notify the Company within seven (7) days of any alleged defect or non-compliance, allowing the Company an opportunity to inspect and rectify if required.
11. Limitation of liability
11.1. The Company is not liable for defects or damage arising from:
11.1.1. your failure to follow instructions;
11.1.2. fair wear and tear; or
11.1.3. any accident, natural disaster, or other event beyond the Company’s reasonable control.
11.2. Company will not be liable for any delay in remedying defects, damage, or workmanship, or in assessing any claim.
11.3. The Consumer Guarantees Act 1993 and Fair Trading Act 1986 apply only to non-business customers. To the fullest extent permitted by law, all implied warranties and conditions are excluded.
11.4. The Company’s total liability to you is limited to the total price paid for the Work. This limitation applies to all losses, including indirect or consequential loss, whether in contract, tort (including negligence), or otherwise.
11.5. The Company will not be liable for any delay or failure to perform the Work if the cause is a natural disaster, emergency, or other event beyond the Company’s reasonable control.
12. Ownership of Designs
12.1. All designs and concepts remain the Company’s intellectual property until full payment is received.
12.2. Upon full payment, you are granted a non-exclusive licence to use the design for the purpose outlined in the scope of work.
12.3. You are responsible for registering and protecting any design, name, or mark developed by the Company.
13. Privacy of Information
13.1. You authorise the Company to:
13.1.1. collect, retain, and use your information to assess creditworthiness; and
13.1.2. disclose information to guarantors, insurers, or others necessary to enforce the Company’s rights under this Agreement.
13.2. Where you are an individual, these authorisations comply with the Privacy Act 1993, and you have the right to access and request correction of your personal information.
14. Termination
Either party may terminate this Agreement by giving one month’s written notice. If you cancel under this clause, you must pay the Company for any costs reasonably incurred in preparation for or partial completion of the Work.
15. Assignment
You must not assign or subcontract any rights or obligations under this Agreement without the Company’s prior written consent.
16. Notices
Any notice may be delivered by hand, post, courier, facsimile, or email.
17. Compliance with Laws
The Company will comply with all relevant New Zealand laws and health and safety regulations.
You are responsible for ensuring that all necessary permits or consents have been obtained.17.2 The Client is responsible for ensuring that all necessary permits, consents, or approvals required for the installation of signs have been obtained.
18. Disputes
18.1. Any dispute arising under this Agreement will first be addressed through direct consultation between the parties.
18.2. If unresolved within ten (10) Working Days, either party may request mediation.
18.3. Mediation will be conducted by a qualified mediator agreed by both parties or, failing agreement, appointed by the President of the Arbitrators & Mediators Institute of New Zealand (AMINZ).
18.4. If the dispute remains unresolved after mediation, it may be referred to the Disputes Tribunal.
18.5. The Company may suspend Work during a dispute unless otherwise agreed.
18.6. Nothing prevents either party from seeking urgent relief from a New Zealand court.
19. Costs
You must pay all reasonable costs (including solicitor–client legal costs) incurred by the Company in enforcing or attempting to enforce its rights under this Agreement.
20. Acceptance of Terms
By engaging the services of the Company, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions of Business.
