Terms and Conditions of Trade

Updated September 2026

Acceptance of these Terms

IMPORTANT: Acceptance of our Quote or Estimate is deemed acceptance of these Terms. These Terms apply to every Quote or Estimate we give you and to all Services we supply to you. You are deemed to have read, understood and accepted these Terms, and you agree to be bound by them, if you do any of the following:

[a] accept a Quote or Estimate from us in any way, including in writing, by email, by text message, through an online acceptance or verbally;

[b] ask us to begin, or allow us to begin, supplying the Services; or

[c] pay any part of the Price.

This applies whether or not you have signed these Terms. Once accepted, these Terms also apply to any further Services we supply to you, unless we agree otherwise in writing.

Overdue accounts: If you do not pay on time, you must pay interest at 2% per month on the overdue amount and all costs of collecting the debt, including debt collection agency fees and commission and legal costs (see clause 12).

1. Definitions and Introduction

1.1 In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean GRazer NZ Limited (NZCN 8358025). We and you are each a Party to these Terms, and together, the Parties.

1.2 These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms. You agree to these Terms in the ways set out under "Acceptance of these Terms" above.

1.3 In these Terms, unless the context otherwise requires, capitalised terms have the meanings given to them in the Estimate, and:

Business Day means a day on which banks are open for general banking business in New Zealand, excluding Saturdays, Sundays and observed public holidays.

Commencement Date means the date that is the earlier of:

[a] the date that you accept the Estimate;

[b] the date that you ask us to begin supplying the Services; or

[c] the date that you make part or full payment of the Price.

Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price and any Expenses will not constitute "Consequential Loss".

Consumer Law Rights has the meaning given in clause 10.1.

Estimate or Quote means any quote, estimate or proposal we give you for the Services, however described and in whatever form (including electronically), and includes any document to which these Terms are attached or in which they are incorporated by reference. Estimate and Quote have the same meaning in these Terms.

Expenses means any third-party costs or disbursements, reasonably and directly incurred by us and approved in advance by you for the purpose of the supply of the Services.

Force Majeure Event means any event or circumstance which is beyond a Party's reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.

Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.

Moral Rights has the meaning given in the Copyright Act 1994 and includes any similar rights in any jurisdiction in the world.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Services, whether before or after the Commencement Date and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.

Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.

Overdue Amount means any amount payable by you under these Terms that has not been paid in full by its due date.

Payment Terms means the timings for payment of the Price and any Expenses, as set out in the Estimate or, if the Estimate does not state them, on our invoice.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Price means the price set out in the Estimate, as adjusted in accordance with these Terms.

Services means the services set out in the Estimate, as adjusted in accordance with these Terms.

Site means the location where the Services are to be completed, as noted in the Estimate.

Terms means these terms and conditions and any documents attached to, or referred to in, each of them.

Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.

2. Interpretation, Engagement and Term

2.1 In these Terms, unless it is stated to the contrary or the context requires otherwise:

(a) words in the singular shall include the plural (and vice versa), words importing one gender shall include every gender, a reference to a person shall include any other legal entity of whatsoever kind (and vice versa) and where a word or a phrase is given a defined meaning in these Terms, any other part of speech or other grammatical form of that word or phrase has a corresponding meaning;

(b) a reference to a statute, ordinance, code, or other law includes regulations and other statutory instruments under it and consolidations, amendments, re-enactments, or replacements of any of them (whether of the same or any other legislative authority having jurisdiction);

(c) a reference to dollars ($) is a reference to New Zealand currency;

(d) the following order of precedence (in descending order) applies to resolve any conflict, ambiguity, or discrepancy: (i) the Estimate, letter of engagement and/or fee proposal; (ii) these Terms; and (iii) any schedule or appendix attached to these Terms. However, nothing in an Estimate reduces your obligations under clause 12 unless the Estimate expressly says so;

(e) any reference (other than in the calculation of consideration, or of any indemnity, reimbursement, or similar amount) to cost, expense or other similar amount is a reference to that cost exclusive of GST; and

(f) references to "this Contract", "this Agreement" or "the Agreement" mean these Terms.

2.2 Engagement and Term: These Terms apply from the Commencement Date until the date that is the earlier of:

[a] the date set out in the Estimate;

[b] the date the Services are completed (as reasonably determined by us); or

[c] the date on which these Terms are terminated.

2.3 Clauses 7 and 12, and any obligation to pay money under these Terms, continue to apply after the Services are completed until all amounts owing to us are paid in full.

3. Services

3.1 In consideration of your payment of the Price, we will provide the Services in accordance with these Terms, whether ourselves or through our Personnel.

3.2 If these Terms express a time within which the Services are to be supplied, we will use reasonable endeavours to provide the Services by such time, but you agree that such time is an estimate only.

3.3 All variations to the Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.

3.4 Notwithstanding clause 3.3, you agree that we may vary the Services or the Price at any time, by providing 28 business days' written notice to you [Variation Notice Period]. If you do not agree to any amendment made to the Services or Price, you may, before the end of the Variation Notice Period, terminate these Terms by giving us 28 business days' notice in writing, in which case, the proposed variation will not come into effect and clause 3.3 will apply.

4. Weather and Site Conditions

4.1 The Services are weather dependent, and days on-site may not be consecutive if weather interrupts the supply or completion of the Services. Our machines are compact and highly agile, designed to operate safely on slopes of up to 55 degrees. For your safety and the efficiency of the job, please note that wet, damp ground conditions may affect their climbing ability. In these situations, we may need to delay mulching certain areas until conditions improve, ensuring the work is completed safely and effectively.

4.2 You acknowledge that job completion may be affected by site access, terrain, density, weather and ground conditions, which may alter the estimated duration and potential costs of the Services.

4.3 It is recommended that you remove all debris from the Site where the Services are being completed before work begins. If debris damages equipment in any capacity, and it cannot be repaired or fixed on-site, a minimum two day rate will be applied to invoicing.

4.4 For areas out of direct sunlight, three to four dry days are required before work can commence. For areas with full sun exposure, one or two dry days may be acceptable.

4.5 You must highlight and mark any plants you do not wish to be mulched.

4.6 Site Safety and Hazards: You agree to inform us in writing of any known on-site hazards, including but not limited to unstable trees, wasp nests, sinkholes, or any other potential dangers that may affect the safety of our Personnel or the provision of Services, prior to our commencement of work at the Site.

4.7 If you have any dogs, cats, or other pets on the Site, you must notify us in advance of our arrival. You agree to ensure that all pets are securely contained or removed from the work area for the duration of our Services to ensure the safety of our Personnel and to prevent interference with our work.

4.8 You acknowledge that failure to disclose on-site hazards or the presence of pets may result in additional charges, extended delays at your expense or termination of Services at our discretion. We reserve the right to refuse or cease work if we reasonably believe there is a risk to the safety of our Personnel or equipment due to undisclosed hazards or pets.

4.9 If fences or objects need to be removed for the Services, it is your responsibility to reinstate them upon completion. In areas along a fence that cannot be removed, any work carried out where the machine comes into contact with the fence is the sole responsibility of the landowner to repair. We will, however, take all reasonable care to work alongside the fence and avoid causing any damage.

5. Additional Charges

5.1 Attendance at on-site inductions will be charged at $195.00 plus GST per hour with a 1-hour minimum charge to cover requirements, in addition to the Estimate.

5.2 Travel costs are in addition to the Estimate and will be advised at the time the Estimate is provided, based on the Site location(s).

5.3 Should you accept a 'fixed' rate, it applies when we are on-site (part of or all of a day).

6. Your Obligations

6.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):

[a] comply with these Terms, all applicable Laws, and our reasonable requests;

[b] provide us (and our Personnel) with access to the Site (and its facilities) and any other premises as is reasonably necessary for us to provide the Services, free from harm or risk to health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties;

[c] provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services; and

[d] not (or not attempt to) disclose, or provide access to, the Services to third parties without our prior written consent.

6.2 You agree to pay our additional costs reasonably incurred as a result of you failing to comply with this clause 6.

7. Price and Payment

7.1 In consideration for us providing the Services, you agree to pay the Price, any Expenses and all other amounts due under these Terms in accordance with the Payment Terms.

7.2 If any amount becomes an Overdue Amount, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):

[a] after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so;

[b] charge interest on the Overdue Amount in accordance with clause 12.1; and/or

[c] recover all costs of collecting the Overdue Amount in accordance with clause 12.2.

7.3 When applicable, Goods and Services Tax under the Goods and Services Tax Act 1985 (GST) will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges.

7.4 Payments you make will be applied first to collection costs, then to interest, and then to the Price and other amounts owing.

8. Intellectual Property

8.1 As between the Parties:

[a] we own all Intellectual Property Rights in Our Materials;

[b] you own all Intellectual Property Rights in Your Materials; and

[c] nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

8.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.

8.3 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services, as contemplated by these Terms.

8.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Companies Act 1993) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing our obligations or exercising our rights under these Terms.

8.5 If you (if you are an individual) or any of your Personnel have any Moral Rights in any material provided, used or prepared in connection with these Terms, you agree to (and will procure that your Personnel) consent to our use or infringement of those Moral Rights.

8.6 This clause will survive termination or expiry of these Terms.

9. Confidential Information

9.1 Subject to clause 9.2, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under these Terms) or permit any unauthorised use of, information provided by the other Party, including information about these Terms and the other Party's business and operations.

9.2 Clause 9.1 does not apply where the disclosure is required by Law, is to a professional adviser in order to obtain advice in relation to matters arising in connection with these Terms (provided that the disclosing Party ensures the adviser complies with clause 9.1), or is made by us under clause 14.11 for the purpose of recovering an Overdue Amount.

9.3 This clause will survive the termination of these Terms.

10. Consumer Law

10.1 Certain legislation, including the Consumer Guarantees Act 1993 and Fair Trading Act 1986, and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the supply of the Services by us to you which cannot be excluded, restricted or modified (Consumer Law Rights). To the extent that you maintain Consumer Law Rights at Law, nothing in these Terms excludes those Consumer Law Rights.

10.2 If you are a business, you agree and represent that you are acquiring the Services for the purposes of trade. The Parties agree that:

[a] to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 do not apply to the supply of the Services or these Terms; and

[b] it is fair and reasonable that the Parties are bound by these Terms, including this clause.

10.3 This clause will survive the termination or expiry of these Terms.

11. Personal Property Securities Act 1999 ("PPSA")

11.1 On acceptance of these Terms (including by any of the means set out under "Acceptance of these Terms" above), the Client acknowledges and agrees that:

(a) these Terms constitute a security agreement for the purposes of the PPSA; and

(b) a security interest is taken in all Goods that have previously been supplied and that will be supplied in the future by GRazer NZ Limited to the Client, and the proceeds from such Goods as listed by GRazer NZ Limited to the Client in invoices rendered from time to time.

11.2 The Client undertakes to:

(a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which GRazer NZ Limited may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b) indemnify, and upon demand reimburse, GRazer NZ Limited for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;

(c) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of GRazer NZ Limited; and

(d) immediately advise GRazer NZ Limited of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

11.3 GRazer NZ Limited and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these Terms. The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA. Unless otherwise agreed to in writing by GRazer NZ Limited, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA. The Client shall unconditionally ratify any actions taken by GRazer NZ Limited under these clauses. Subject to any express provisions to the contrary (including those contained in this clause), nothing in these Terms is intended to have the effect of contracting out of any of the provisions of the PPSA.

11.4 In this clause 11, "Client" means you.

12. Default, Interest and Collection Costs

12.1 Interest on overdue amounts: If you do not pay any amount by its due date, you must pay interest on the Overdue Amount at the rate of 2% (two percent) per calendar month. Interest accrues daily from the due date until the date the Overdue Amount is paid in full, both before and after any judgment.

12.2 Collection costs: If you owe us an Overdue Amount, you must pay, and you indemnify us against, all costs and disbursements we incur in recovering that Overdue Amount, including:

[a] debt collection agency fees and commission, including commission calculated as a percentage of the Overdue Amount;

[b] legal costs on a solicitor and own client (full indemnity) basis;

[c] our reasonable internal administration costs;

[d] tracing, court filing and enforcement costs; and

[e] bank dishonour fees.

12.3 Interest under clause 12.1 and costs under clause 12.2 form part of the debt you owe us, are payable on demand, and are recoverable from you in addition to the Price.

12.4 Further to any other rights or remedies we may have under these Terms, if you have made payment to us and the transaction is subsequently reversed, you are liable for the amount of the reversed transaction, in addition to any further costs incurred by us under this clause, where it can be proven that such reversal is found to be illegal, fraudulent or in contravention of your obligations under these Terms.

12.5 Without prejudice to our other remedies at Law, we are entitled to cancel all or any part of any order of yours which remains unfulfilled, and all amounts owing to us shall, whether or not due for payment, become immediately payable if:

(a) any money payable to us becomes overdue, or in our opinion you will be unable to make a payment when it falls due;

(b) you have exceeded any applicable credit limit provided by us;

(c) you become insolvent, convene a meeting with your creditors or propose or enter into an arrangement with creditors, or make an assignment for the benefit of your creditors; or

(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of you or any of your assets.

12.6 This clause will survive the termination or expiry of these Terms.

13. Termination

13.1 Either Party may terminate these Terms at any time by giving 30 days' notice in writing to the other Party.

13.2 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

[a] the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or

[b] the Defaulting Party goes bankrupt, insolvent or is otherwise unable to pay its debts as they fall due.

13.3 Upon expiry or termination of these Terms:

[a] we will immediately cease providing the Services;

[b] without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;

[c] you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms (including interest and collection costs under clause 12);

[d] if we terminate under clause 13.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and

[e] we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 9.

13.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.

13.5 This clause 13 will survive the termination or expiry of these Terms.

14. General

14.1 Amendment: Subject to clauses 3.3 and 3.4, these Terms may only be amended by written instrument executed by the Parties.

14.2 Assignment: Subject to clauses 14.3 and 14.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

14.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.

14.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the New Zealand Disputes Centre. This clause does not apply to, or delay, the recovery of an undisputed Overdue Amount.

14.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:

[a] as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations;

[b] uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event; and

[c] where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may by notice terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party's obligation to pay any amount that is due and payable to the other Party under these Terms.

14.6 Governing Law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

14.7 Notices: Any notice given under these Terms must be in writing addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

14.8 Publicity: Despite clause 9, with your prior written consent, we may advertise or publicise the broad nature of our supply of the Services to you, including on our website or in our promotional material.

14.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

14.10 Subcontracting: We may subcontract the provision of any part of the Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.

14.11 Privacy and Debt Recovery: You authorise us to collect, hold, use and disclose personal information about you (and, if you are a company or other entity, about your directors or owners) to any debt collection agency, credit reporting agency, lawyer or other party engaged by us, for the purpose of recovering any Overdue Amount or assessing your creditworthiness. If you are an individual, you have rights to access and request correction of your personal information under the Privacy Act 2020.