TERMS AND CONDITIONS
1. DEFINITIONS & INTERPRETATION
Service Provider / We / Us means AH Innovations Ltd trading as KiwiGrams.
Client / You / Your means the person or entity engaging KiwiGrams.
Products means any goods supplied by KiwiGrams.
Services means any services provided by KiwiGrams.
Business Day means a day other than a weekend or public holiday in New Zealand.
2. ACCEPTANCE
Any instruction, order, or request by the Client for Products or Services constitutes acceptance of these Terms and Conditions. These Terms prevail over any inconsistent terms proposed by the Client.
3. QUOTATIONS & ESTIMATES
Quotes and estimates will be clearly identified as such.
Accepted quotes are binding unless varied by written agreement.
Estimates are indicative only and may vary. KiwiGrams may exceed an estimate by up to 20% before requiring clarification with the Client.
4. SCOPE OF SERVICES
KiwiGrams will provide the Products and Services agreed in writing. Any additional work outside the agreed scope may incur additional charges.
5. PAYMENT TERMS
All invoices are payable within 7 days of the invoice date unless otherwise agreed in writing.
KiwiGrams may require payment in advance or security at any time before supplying Products or Services.
6. OWNERSHIP, RISK & SECURITY (RETENTION OF TITLE)
6.1 Retention of Title
Ownership of all Products remains with KiwiGrams until full payment of all amounts owing has been received.
6.2 Risk
Risk in the Products passes to the Client upon delivery.
6.3 Trust Relationship
The Client holds the Products on trust for KiwiGrams and must store them separately and identifiable until paid for in full.
6.4 Repossession
If the Client defaults in payment, becomes insolvent, has a receiver appointed, or goes into liquidation, KiwiGrams may, to the extent permitted by law, enter any premises where the Products are held and repossess them.
6.5 Consumer vs Commercial
Where this agreement constitutes a consumer credit contract, KiwiGrams’ rights are subject to the Credit Contracts and Consumer Finance Act 2003.
Where the transaction is commercial, this clause creates a security interest under the Personal Property Securities Act 1999 (PPSA).
7. PPSA (COMMERCIAL TRANSACTIONS ONLY)
To the maximum extent permitted by law and where the Client acquires Products or Services for business purposes:
The Client agrees these Terms create a security interest under the PPSA.
KiwiGrams may register a financing statement on the PPSR.
The Client waives its rights under sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
The Client agrees to do all things necessary to give effect to KiwiGrams’ PPSA rights.
8. INTEREST, SUSPENSION & RECOVERY COSTS
If payment is overdue:
Interest may be charged at 2.5% per month calculated daily.
KiwiGrams may suspend or terminate Services.
The Client is liable for all reasonable recovery costs, including debt collection and legal fees on a solicitor/client basis.
9. LEGAL & REGULATORY COMPLIANCE
KiwiGrams will comply with all applicable New Zealand laws, including:
Health and Safety at Work Act 2015
Consumer Guarantees Act 1993 (unless lawfully excluded for business purposes)
Fair Trading Act 1986
Privacy Act 2020
Personal Property Securities Act 1999
10. PRIVACY
KiwiGrams may collect, use, and disclose personal information in accordance with the Privacy Act 2020 for credit assessment, service provision, and enforcement of these Terms.
11. CONFIDENTIALITY
Each party must keep confidential all non-public information obtained from the other party and use it only for the purposes of this agreement, unless disclosure is required by law.
12. LIABILITY & INDEMNITY
To the maximum extent permitted by law:
KiwiGrams is not liable for indirect or consequential loss.
KiwiGrams’ total liability is limited to the fees paid for the Services in the preceding 12 months.
The Client indemnifies KiwiGrams against all claims arising from the Client’s breach of these Terms, except where caused by KiwiGrams’ wilful misconduct or dishonesty.
Nothing in this clause limits rights that cannot be excluded under the Consumer Guarantees Act 1993.
13. FORCE MAJEURE
KiwiGrams is not liable for failure or delay caused by events beyond its reasonable control.
14. CANCELLATION
KiwiGrams may cancel Services on reasonable notice.
The Client may cancel at any time but must pay for all work completed and costs incurred up to cancellation.
15. DISPUTE RESOLUTION
The parties will attempt to resolve disputes in good faith.
If unresolved, the dispute will be referred to mediation, and if still unresolved after 30 working days, to litigation in New Zealand.
16. VARIATION
KiwiGrams may update these Terms from time to time. Updated Terms apply to future Products and Services.
17. ENTIRE AGREEMENT
These Terms constitute the entire agreement and supersede all prior discussions or representations.
18. SEVERABILITY
If any provision is invalid or unenforceable, the remaining provisions remain in full force.
19. GOVERNING LAW
These Terms are governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the courts.
Special Deal additional terms and conditions
1. Bulk pricing applies to only the agreed minimum quantities as per the announced deal
2. Embroidered logo <10,000 stitches or smaller than 100mmx100mm
3. Leadtime dependent on product availability and dates are estimates, not guarantees
4. All artwork, placing, sizing and thread colour must be approved in writing prior to production
5. Custom embroidered items are non-returnable and non-refundable unless faulty
6. Minor variations in colour, placement and stitch are considered industry standard
7. Changes after approval may incur additional costs
8. Production commences upon payment in full
9. No cancellation once production starts
10. Sizing is the clients responsibility
11. Embroidery and print files remain the property of the service provider
12. Storage fees may apply or after 30 days, the service provider reserves the right to dispose
13. The service provider isn’t liable for indirect, consequential, or commercial loss
14. Price excludes GST and freight