Spaceworks Design Group Limited – Terms and conditions of trade
The agreement between Spaceworks Design Group Limited (‘Spaceworks’) and you as set out in the ‘Design Quotation and or Estimate’ (including these Terms and Conditions of Trade) is referred to as the ‘Contract’ in these Terms and Conditions of Trade. By signing the ‘Authority to Proceed’ section of the ‘Design Quotation’ form and forwarding that form to us, you agree to be bound by the Contract. The Contract (with any variations to the Contract in accordance with clause 24 of the Contract) overrides any other agreement between Spaceworks and you.
Every quotation or estimate given by Spaceworks: (a) must be checked by you to determine whether your instructions have been correctly interpreted by Spaceworks as Spaceworks shall not be liable for any misinterpretation of those instructions; (b) lapses if not accepted by you within 30 days of the date of the quotation or estimate; (c) is subject to withdrawal or amendment by Spaceworks at any time prior to its acceptance by you in writing; (d) relates to the particular brief required by you and you will be charged for any additional work resulting from any alteration to that brief; (e) and is exclusive of GST and any other taxes or levies and you shall be invoiced and shall pay GST and any other taxes or levies in addition to the amounts quoted.
You are liable for all freight and delivery costs, and transit insurances. You shall be invoiced for any courier charges at cost plus 5%
You are liable for all disbursements (telephone calls, printing, materials etc.) and shall be invoiced for any disbursements at cost plus 5%.
Spaceworks reserves the right to obtain up to 75% of the Contract price for furniture from you prior to installation, with the remaining balance payable in full upon final delivery.
If you are in the hospitality industry, all fees will be charged and payable in advance and all furniture must be paid in full prior to being delivered.
Spaceworks reserves the right to obtain up to 50% of hard fitout costs prior to commencement.
You agree that Spaceworks may take photographs of your premises, both before and after any work is carried out in connection with this Contract, and use those photographs for marketing purposes.
Spaceworks reserves the right to use an agency to carry out a credit check on you in order to make credit worthiness decisions.
Any invoice queries are to be raised within 5 working days of your invoice date and all invoices shall be paid in full to Spaceworks, without any set off or deduction, within 14 days from the date of the relevant invoice without delay. Should you feel a credit is due, once approved by Spaceworks, this will be processed in the following month.
All invoices are raised in conjunction with the Construction Contracts Act 2002.
You agree to keep the terms of the Contact and all matters arising out of the Contract (including disputes) strictly confidential, except as may be necessary to obtain professional advice.
Cancellations shall be in writing. All cancellations prior to delivery will incur a fee based on any expenses incurred by Spaceworks and any time spent by Spaceworks prior to that cancellation. In addition, if the Contract is cancelled prior to the construction phase, Spaceworks may charge 5% of the “administration fee” as a cancellation fee to cover administration costs.
If you do not, or indicate that you will not, take delivery of the goods or the supply of the services, then the goods and services shall be deemed to have been supplied when Spaceworks was willing to supply or deliver them. All excess handling, storage, insurance and other charges directly or indirectly incurred by Spaceworks as a result are payable by you in accordance with these Terms and Conditions.
To the maximum extent permitted by law, all warranties, descriptions, representations or conditions as to fitness, suitability for a purpose, merchantability or otherwise, whether expressed or implied by law, trade custom or otherwise, are expressly excluded.
You confirm that you are not a consumer for the purposes of the Consumer Guarantees Act 1993 and you are acquiring the goods and services for business purposes.
If you breach the Contract, then Spaceworks may, without notice and without prejudice to other rights it may have at law or under the Contract, take all or any of the following steps: (a) retain moneys paid and demand payment of all amounts due to Spaceworks at the date of demand (without limiting the foregoing but by way of example, if at the date of demand Spaceworks has supplied 70% of the agreed services, Spaceworks may demand payment of 70% of the fee for those services and payment in full of all amounts due for any goods ordered by you and any other expenses incurred by Spaceworks); (b) withhold deliveries of goods or supply of services; (c) charge interest for late payment on the amount outstanding under any invoice at 10% per month calculated on a daily basis from the date payment is due until full payment is actually made, compounding annually; (d) require you to pay all expenses and legal costs incurred or suffered by Spaceworks in collection of the overdue account (the charging of this sum does not imply the granting of an extension of credit); or (e) terminate the Contract.
Without limiting the generality of any other clause in the Contract, Spaceworks may, without notice and without prejudice to other rights Spaceworks may have at law or under the Contract, terminate the Contract if you: (a) become, threaten or resolve to become, or are in jeopardy of becoming, subject to any form of insolvency administration; (b) being a partnership, are dissolved, threaten or resolve to dissolve, or are in jeopardy of dissolving; (c) being a natural person, die; (d) cease, or threaten to cease, to conduct your business in the normal manner. Upon termination of the Contract, sub clauses (a) to (d) of clause 15 shall apply.
Spaceworks shall not be liable for any loss or damage, including any loss of profits or any consequential, indirect or special loss, damage or injury of any kind, suffered by you or anyone else arising directly or indirectly from any breach of any of Spaceworks obligations resulting from, or in connection with, the Contract or from any cancellation of the Contract or from any negligence on the part Spaceworks, or Spaceworks servants, agents or contractors.
Property and ownership in goods, whether in their original form or incorporated in or attached to another product, will not pass to you but will remain with Spaceworks until Spaceworks receives payment in full of the purchase price of the goods and all other amounts that you owe to Spaceworks for any reason.
Where Spaceworks reasonably believes you are or will be in breach of the Contract, Spaceworks or its agent may enter any premises under your control without further notice to remove any goods which are the property of Spaceworks, including goods which are installed in or affixed to other goods or to buildings, and you indemnify Spaceworks against all costs and claims in respect of its exercise of rights under this clause.
Except where this affects the rights of third parties, if we repossess goods under the Contract, we may retain those goods or dispose of them without notice to you and, after deducting reasonable costs of sale, credit any surplus by way of setoff against any sums owing to us. Spaceworks shall not be obliged to furnish you with a statement of account or to pay to any other person any sum in excess of the total amount you owe us at the time we credit your account. Spaceworks will not be obliged to resupply any repossessed goods.
You acknowledge that it is your responsibility to obtain any code compliance certificate required under the provisions of the Building Act 2004, and otherwise to ensure compliance with the Building Act 2004, in respect of any works in relation to which services have been or are being provided by Spaceworks under the Contract, and you further acknowledge that this clause shall apply notwithstanding any assistance which Spaceworks may provide in relation to obtaining any such code compliance certificate or achieving compliance with the Building Act 2004. Spaceworks shall not be liable for any loss or damage, including any loss of profits or any consequential, indirect or special loss, damage or injury of any kind, suffered by you or anyone else, in respect of any such works and arising directly or indirectly from any delay in obtaining, or failure to obtain, for any reason, a code compliance certificate required under the provisions of the Building Act 2004, or any breach of the provisions of the Building Act 2004. Spaceworks warrants that its fitout designs will comply with local council requirements. For the avoidance of doubt, Spaceworks does not warrant that the premises comply with local council requirements or that work carried out by contractors will comply local council requirements.
If for any reason Spaceworks does have liability to you or any third party, the maximum extent of that liability shall not exceed the amount paid by you to Spaceworks for the goods or services the subject of that claim. Any liability in excess of such maximum amount shall be met by you.
You warrant that you have not relied upon any representation made by Spaceworks, which is not expressly stated in the Contract or upon any descriptions, illustrations or specifications contained in any document, including publicity material, produced by Spaceworks.
You agree to indemnify, and keep indemnified, Spaceworks against any action, claim, demand, liability, damages, costs (including legal costs) or expenses arising out of or in connection with: (a) any claims by your customers, agents, servants or contractors or any other person whatsoever in respect of any damage, injury or loss; (b) any breach by you of your obligations under the Contract; and (c) any wilful, unlawful or negligent act or omission by you.
Any dispute or difference between Spaceworks and you regarding the Contract or its termination which cannot be settled amicably and in good faith shall, at the instance of either party, be referred for mediation to an accredited mediator appointed by the Chairman for the time being of the New Zealand branch of LEADR (Lawyers Engaged in Alternative Dispute Resolution). Each party agrees to diligently and in good faith co-operate and participate in the mediation process. The costs of the mediator shall be shared equally between Spaceworks and you or as the mediator sees fit.
No variation to the Contract shall be valid unless in writing and signed by an authorised officer of Spaceworks.
Spaceworks shall not be liable for any errors or omissions resulting from a misinterpretation of any verbal instructions given by you at any time.
This contract is divisible. The work performed in each month during the currency of the contract will be invoiced separately. Each invoice for the work performed in any month will be payable by the customer in full, in accordance with the terms of payment provided in this Contract, without reference to and despite and defect or default in the work performed or to be performed in any other month.
Ownership of all intellectual property and designs contained herein are retained by Spaceworks Design Group until paid in full.
Spaceworks reserves the right to change these terms and conditions at any time, giving you one months’ notice. In the event that any changes are made, the revised terms and conditions shall also be posted on our website immediately.