Terms Of Trade

1.1 Terms of Trade
These Terms of Trade (“Terms”) apply to all exterior cleaning and other services (“Services”) supplied by Pinnacle Building Wash Limited (“we,” “us,” “our”) to the customer (“you,” “your”). These Terms will prevail over any other document or communication from you unless otherwise agreed in writing.

1.2 Consumer Rights and Business Use
(a) If the Services are provided for personal, domestic, or household use, these Terms shall not limit your rights under the Consumer Guarantees Act 1993.
(b) If the Services are provided for business purposes, you agree that the provisions of the Consumer Guarantees Act 1993 do not apply.
(c) Nothing in these Terms limits any rights you may have under the Fair Trading Act 1986, the Health and Safety at Work Act 2015, or any other applicable New Zealand law.

1.3 Contract Formation and Acceptance
(a) These Terms, together with any quote or estimate we provide, form the basis of the contract between you and us once you accept the quote, either verbally, in writing, or by instructing us to proceed with the Services.
(b) If you instruct us to commence work without formally accepting a quote, you will be deemed to have accepted these Terms in full.

1.4 Variations and Amendments

We reserve the right to amend these Terms from time to time. Any changes will take effect from the date we notify you of the amendment. However, any existing contracts will remain subject to the Terms in place at the time the contract was formed.

2.1 Estimates
(a) The estimated price is based on the information you provide. These factors are outlined under the “Service Specifications” section of your proposal.
(b) The estimate offers a general idea of the total cost, but the final price may change once the work begins. Should there be an increase of more than 15% to the estimated price, we will notify you and obtain your approval before proceeding.
(c) Your final price may be lower than the estimated price, depending on site conditions and other variables encountered during the delivery of Services.
(d) Acceptance of an estimate indicates that you have reviewed and agree to the terms outlined in our Terms of Trade, including provisions related to cancellations, payments, and any scope changes.

2.2 Quotations

(a) A quotation provides a fixed price for the Services based on the information supplied and is valid for 30 days unless otherwise stated.
(b) Our quotations are based on the scope of work outlined at the time of issue. If the scope of work changes due to new information or additional Services being requested, we reserve the right to amend the quotation accordingly.
(c) By accepting a quotation, you agree to be bound by these Terms and the agreed price unless mutually modified in writing.

2.3 Modifications and Variations Post-Quote or Estimate
(a) Any requests for modifications to the Services after the quote or estimate has been provided, such as changes in quantities, measurements, or specifications, will constitute a variation to the original scope of work.
(b) Any additional charges due to variations in the scope of work will be discussed and agreed upon before proceeding.

3.1 Authority of Orders
You acknowledge that we are under no obligation to verify the authority of any person placing orders on your behalf. It is your responsibility to ensure that any individual ordering Services for you has the necessary authorisations.

3.2 Responsibility for Authorisations

You agree that it is your responsibility to obtain and ensure that all required authorisations, including licenses, permits, consents, or other regulatory approvals, are in place before the Services begin. Failure to do so may result in delays or additional costs, for which you will be liable.

3.3 Service Provision
(a) Upon acceptance of our quotation or estimate, we commit to delivering the Services with reasonable skill, care, and diligence in accordance with the specifications provided.
(b) We will make reasonable efforts to complete the Services within the agreed timeframes. However, completion dates are estimates only, and we will not be liable for delays caused by factors outside our control, including but not limited to adverse weather, site access issues, or unforeseen conditions.
(c) You agree to provide any reasonable assistance to facilitate the performance of the Services, including but not limited to ensuring free and clear access to the premises and making any necessary arrangements for the supply of water, electricity, or other utilities as required for the job.

3.4 Client Obligations
(a) You are responsible for preparing the work site, including securing any necessary access to the premises, clearing obstructions, and ensuring that the work area is safe for us to perform the Services.
(b) You must promptly notify us of any hazards or safety risks at the site and comply with all reasonable health and safety instructions we provide in relation to the Services.
(c) Any failure on your part to meet the obligations outlined in this section may result in delays or additional charges.

4.1 Price
(a) The price for the Services will be as set out in our invoice and may differ from the quoted price to account for any variations in the work, including additional services requested by you or necessary due to unforeseen circumstances.
(b) All prices are exclusive of GST unless otherwise stated, and GST will be added at the prevailing rate to the total invoice amount.
(c) We reserve the right to adjust prices if access to the site is delayed, restricted, or inadequate, or if there is an unavailability of water or electricity at the premises.

4.2 Payment Terms
(a) Payment for residential work is due within 7 days of the invoice date. For commercial work, payment is due by the 20th of the month following the invoice, unless otherwise agreed in writing.
(b) Deposits may be required before the commencement of Services. Deposits are non-refundable except in cases where Services are canceled by us.
(c) Payments must be made in full without any deductions, counterclaims, or withholdings unless otherwise agreed in writing.

4.3 Late Payments and Interest
(a) If payment is not received by the due date, we reserve the right to charge a late fee of $50 (plus GST) on invoices that are overdue by 21 days.
(b) In addition to the late fee, interest will be charged at a rate of 20% per annum, calculated daily on the outstanding balance, from the 22nd day onward until full payment is received.

4.4 Debt Recovery
(a) If payment remains outstanding after 30 days, your account may be referred to a debt collection agency.
(b) A $50 (plus GST) debt recovery fee will be applied to cover the cost of lodging the debt with the agency.
(c) You will also be responsible for any further collection costs, including a percentage of the recovered amount, as charged by the debt collection agency.
(d) Interest will continue to accrue on the outstanding balance during the debt recovery process, in addition to the debt recovery fee.

4.5 Creditworthiness and Security
(a) We reserve the right to assess your creditworthiness at any time. If we deem your creditworthiness unsatisfactory, we may require immediate payment or a form of security acceptable to us.
(b) If your creditworthiness deteriorates at any time before completion of the Services, we may suspend or terminate the contract unless satisfactory payment or security is provided.
(c) Your obligations under these Terms are considered fulfilled only when full payment (in cleared funds) is received for all amounts owing to us for the Services provided.

5.1 Limitation of Liability

(a) We will not be liable for any indirect or consequential losses, including but not limited to loss of profits, loss of revenue, or loss of opportunity, arising out of or in connection with the provision of the Services.
(b) We will not be liable for any damage or defects caused, in whole or in part, by:
     (i) Failure on your part to maintain your property;
     (ii) Failure to follow instructions or guidelines provided by us;
     (iii) Fair wear and tear, natural disasters, or acts of God.
(c) Our total liability for any claim, loss, or damage, whether arising in contract, tort (including negligence), or otherwise, will not exceed the total amount paid by you for the Services that gave rise to the claim.

5.2 Indemnity
You agree to indemnify us and hold us harmless against all claims, damages, costs, and expenses (including legal fees) incurred by us arising out of:
(a) Any breach of these Terms by you;
(b) Any negligent or wrongful act or omission by you or your agents;
(c) Any failure by you to provide safe working conditions or notify us of any hazards at the premises where the Services are performed.

6.1 Termination
by Us
We may terminate the provision of Services or these Terms immediately by giving you written notice if:
(a) You breach any of your obligations under these Terms and fail to remedy the breach within 7 days of receiving written notice from us;
(b) You become insolvent, go into liquidation, or are placed into receivership;
(c) We have reasonable grounds to believe that you will be unable to pay for the Services, or you fail to provide security for payment when requested.

6.2 Termination by You

You may terminate the provision of Services by giving us written notice if:
(a) We breach any of our obligations under these Terms and fail to remedy the breach within 7 days of receiving written notice from you;
(b) You provide us with reasonable evidence that we are unable to deliver the Services within a reasonable timeframe or to an acceptable standard.

6.3 Consequences of Termination
(a) Upon termination, you must immediately pay any outstanding amounts owed to us for Services provided up to the date of termination, including any costs incurred as a result of the termination.
(b) If we terminate the contract for any reason specified in clause 6.1, you will be liable for any costs, damages, or losses we incur as a result of your default, including legal fees and recovery costs.
(c) Any deposits paid will not be refunded if you terminate the contract unless otherwise agreed in writing.

6.4 Rights in the Event of Default
In the event of default, including failure to make payments when due:
(a) We reserve the right to suspend further Services until all outstanding amounts are paid in full;
(b) We may demand immediate payment of all amounts owed, whether or not they are currently due for payment;
(c) We may refer your account to a debt collection agency and recover all associated costs, including a $50 debt recovery fee and any collection costs;
(d) We reserve the right to charge default interest at a rate of 20% per annum, calculated daily, on any outstanding balance from the due date until payment is made in full.

6.5 Suspension of Services
If Services are suspended due to non-payment or other default, we will not be liable for any loss or damage caused as a result of the suspension, and Services will only be resumed once payment or a satisfactory resolution has been made.

7.1 Method of Giving Notices

(a) Any notice or communication required or permitted under these Terms must be in writing and may be given by:
     (i) Personal delivery;
     (ii) Postal service;
     (iii) Email.
(b) Notices will be deemed to be received:
     (i) In the case of personal delivery, on the day of delivery;
     (ii) In the case of postal service, three business days after posting;
     (iii) In the case of email, at the time the email is sent, provided no bounce-back or undeliverable message is received.

7.2 Communication via Email

(a) You agree that all communications regarding invoices, payment reminders, overdue accounts, and any other notifications relating to the Services will be conducted primarily via email, unless otherwise agreed.
(b) It is your responsibility to ensure that we have your correct email address and to promptly inform us of any changes to your contact details.
(c) You agree that email communications satisfy any legal requirement for written communication under the Electronic Transactions Act 2002, unless otherwise required by law​.

7.3 Electronic Signatures
(a) You agree that electronic signatures are valid and legally binding, provided they adequately identify the signatory and indicate their approval of the document being signed.
(b) Electronic signatures are considered reliable and enforceable if the method used ensures the signatory’s identity and consent, as required under the Electronic Transactions Act 2002.

8.1 Governing Law

These Terms are governed by and construed in accordance with the laws of New Zealand. You agree to submit to the non-exclusive jurisdiction of the courts of New Zealand for any disputes arising out of or in connection with these Terms.
8.2 Entire Agreement

These Terms, together with any accepted quotation or estimate, constitute the entire agreement between you and us regarding the Services. Any prior agreements, negotiations, representations, or understandings, whether written or oral, are superseded by these Terms, unless expressly agreed otherwise in writing.
8.3 Severability

If any provision of these Terms is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions will continue in full force and effect.
8.4 Assignment

(a) You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent.

(b) We may assign or transfer our rights and obligations under these Terms without your consent, provided that such assignment does not affect the Services being provided to you.
8.5 Waiver

Failure or delay by either party to enforce any of the provisions of these Terms at any time will not be construed as a waiver of that provision, nor affect the party’s right to enforce the provision subsequently.
8.6 Force Majeure

We will not be liable for any failure to perform our obligations under these Terms if such failure is caused by circumstances beyond our control, including but not limited to acts of God, natural disasters, strikes, lockouts, or other industrial actions, wars, riots, civil unrest, epidemics, pandemics, or government actions.

9.1 Mutual Obligations

Both you and we agree to comply with our respective obligations under the Health and Safety at Work Act 2015 (HSWA) in relation to the provision of the Services. This includes ensuring that our personnel, contractors, and agents comply with any health and safety instructions that either party provides to the other.

9.2 Our Commitments
We agree to:
(a) Adhere to any hazard or risk controls that you notify us about at the premises;
(b) Report any accidents, incidents, or hazards to you immediately;
(c) Provide you with our health and safety plan on request, detailing the steps we take to ensure the safety of our personnel and others affected by the Services.

9.3 Your Responsibilities
You agree to:
(a) Inform us promptly of any specific hazards or safety risks at the premises before we commence work;
(b) Cooperate with us in timely consultations and meetings about health and safety matters as reasonably requested;
(c) Provide us with your health and safety plan, including any known hazards at the premises, upon request;
(d) Ensure safe and clear access to the premises for our personnel to carry out the Services.

9.4 Indemnification for Health and Safety
Breaches
You agree to indemnify us, our agents, employees, and contractors against any losses, costs, or expenses (excluding fines and infringement fees under the HSWA) arising from your failure to comply with the Health and Safety at Work Act 2015, including failure to notify us of hazards or risks.

9.5 Suspension of Services for Health and Safety Reasons
We reserve the right to suspend the provision of Services if, in our opinion, the work site poses an unacceptable risk to the health and safety of our personnel or others. Services will resume once the risks have been mitigated to a satisfactory level. We will not be liable for any delays caused by such suspension.

10.1 Good Faith Negotiation

In the event of any dispute arising out of or in connection with these Terms, both parties agree to first attempt to resolve the dispute in good faith through negotiation. Either party may give written notice to the other party setting out the nature of the dispute and requesting a meeting to resolve the matter.

10.2 Mediation

(a) If the dispute is not resolved through good faith negotiation within 10 business days of the notice of dispute, either party may refer the dispute to mediation.

(b) The mediator will be appointed by mutual agreement, or if no agreement is reached within 5 business days, by the President of the New Zealand Law Society or their nominee.

(c) Each party will bear its own costs of the mediation, and the parties will equally share the mediator’s fees.

10.3 Arbitration

(a) If the dispute is not resolved by mediation, either party may refer the dispute to arbitration in accordance with the Arbitration Act 1996.

(b) The arbitrator’s decision will be final and binding on both parties, and the costs of arbitration will be determined by the arbitrator.

(c) Nothing in this clause will prevent either party from seeking urgent interlocutory relief from a court of competent jurisdiction where necessary to protect that party’s position pending resolution of the dispute.

10.4 Continued Performance of Services

Unless otherwise agreed in writing, the parties will continue to perform their obligations under these Terms while any dispute is being resolved, except where the nature of the dispute prevents such performance.

11.1 No Waiver
Failure
or delay by either party to enforce any provision of these Terms will not be considered a waiver of that provision, nor will it affect that party’s right to enforce the provision at a later date.

11.2 Variation of Terms

We may vary these Terms from time to time by giving you written notice. Any variation will apply to Services provided after the date of the notice, unless otherwise agreed in writing. Existing contracts will remain subject to the Terms in place at the time the contract was formed.

11.3 Assignment

(a) You may not assign or transfer any of your rights or obligations under these Terms without our prior written consent.

(b) We may assign or transfer any of our rights or obligations under these Terms at any time without your consent, provided that such assignment does not affect the Services being provided to you.

11.4 Force Majeure

We will not be liable for any failure to perform our obligations under these Terms if such failure is caused by circumstances beyond our control, including but not limited to acts of God, natural disasters, strikes, lockouts, wars, riots, civil unrest, pandemics, or government actions.

11.5 Subcontracting

We reserve the right to subcontract all or part of the Services to qualified third parties. We will remain responsible for ensuring that the subcontracted Services are provided in accordance with these Terms.

11.6 Relationship Between the Parties

Nothing in these Terms creates a partnership, joint venture, employment relationship, or agency relationship between you and us. Both parties are independent contractors.

11.7 Governing Law

These Terms will be governed by and construed in accordance with the laws of New Zealand. Any disputes arising out of or in connection with these Terms will be subject to the non-exclusive jurisdiction of the courts of New Zealand.

12.1 Collection of Personal
Information
We may collect personal information from you in the course of providing our Services. This may include, but is not limited to, your name, contact details, address, and any other information required for the delivery of our Services. We will only collect information that is necessary for the purposes of our business operations and the provision of Services.

12.2 Use of Personal Information

(a) Personal information collected by us will be used for the purpose of delivering the Services, processing payments, and communicating with you regarding your account or service requests.

(b) We may also use your personal information to send you updates or promotional materials related to our Services. You may opt out of receiving promotional communications at any time by contacting us at info@pbw.co.nz.

12.3 Disclosure of Personal Information

(a) We will not disclose your personal information to third parties except as necessary for the performance of the Services (e.g., subcontractors or delivery services) or where required by law.

(b) We may disclose your personal information to credit reporting agencies, debt collection agencies, or legal representatives for the purposes of recovering outstanding payments or verifying your creditworthiness.

12.4 Data Security

We take reasonable steps to ensure that your personal information is securely stored and protected from unauthorised access, loss, or misuse. We store your information electronically and ensure that access is restricted to authorised personnel only.

12.5 Access and Correction

You have the right to request access to your personal information held by us and to request corrections if the information is inaccurate or incomplete. To request access or corrections, please contact us at info@pbw.co.nz.

12.6 Retention of Personal
Information
We will retain your personal information for as long as is necessary for the purposes for which it was collected, or as required by law. Once the information is no longer needed, we will take reasonable steps to securely delete or destroy it.

12.7 Compliance with Privacy
Laws
We are committed to complying with the Privacy Act 2020 and any other applicable privacy laws in New Zealand. If you have any concerns regarding your privacy or the handling of your personal information, please contact us.

13.1 Ownership of Intellectual Property
(a) All intellectual property, including but not limited to trademarks, logos, service descriptions, content, designs, and processes used or developed by us in connection with the provision of the Services, remains our sole property unless otherwise agreed in writing.
(b) Nothing in these Terms grants you any ownership or rights to use our intellectual property, except as required for the completion of the Services.

13.2 Client Intellectual Property
(a) You represent and warrant that any intellectual property you provide to us for use in the provision of the Services, including logos, images, and other materials, does not infringe the rights of any third party.
(b) You grant us a non-exclusive, royalty-free license to use any intellectual property you provide for the purposes of delivering the Services. This license will extend only for the duration of the contract and solely for the performance of the agreed Services.

13.3 Infringement Claims

(a) You agree to indemnify us against any claims, costs, or damages arising from the use of intellectual property that you have provided to us if it is found to infringe on the rights of a third party.
(b) If we receive notice of an infringement claim relating to the intellectual property you provided, we reserve the right to cease using the material until the claim is resolved.

13.4 Use of Work for Marketing Purposes

(a) We reserve the right to use any completed work, including images or descriptions of the Services provided, for marketing and promotional purposes, unless otherwise agreed in writing.
(b) If you do not wish for your completed work to be featured in our marketing materials, you must notify us in writing prior to the completion of the Services.

14.1 Confidential Information

(a) In the course of providing the Services, each party may have access to confidential information belonging to the other party. This includes, but is not limited to, business information, trade secrets, pricing, and customer details (“Confidential Information”).
(b) Both parties agree to treat all Confidential Information as strictly confidential and to take all reasonable steps to ensure that it is not disclosed to any third party without the prior written consent of the other party.

14.2 Use of Confidential Information
(a) Confidential Information may only be used for the purpose of fulfilling the obligations under these Terms and must not be used for any other purpose without the prior written consent of the disclosing party.
(b) Each party agrees to limit access to Confidential Information to those employees, agents, or contractors who need the information to perform the Services and to ensure that they are bound by confidentiality obligations no less stringent than those contained in these Terms.

14.3 Exclusions
The obligations of confidentiality do not apply to any information that:
(i) Is or becomes publicly available through no fault of the receiving party;
(ii) Was already in the possession of the receiving party without breach of any confidentiality obligation;
(iii) Is disclosed to the receiving party by a third party lawfully entitled to disclose the information;
(iv) Is required to be disclosed by law or by a governmental or regulatory authority.

14.4 Return or Destruction of Confidential Information

Upon the termination or completion of the Services, each party agrees to return or destroy any Confidential Information belonging to the other party, except where retention is required by law or agreed in writing.

14.5 Survival of Confidentiality Obligations

The obligations of confidentiality in this section will survive the termination or expiration of these Terms and will remain in effect for a period of two years following the conclusion of the Services, or for as long as the Confidential Information remains confidential, whichever is longer.

In these Terms of Trade, unless the context otherwise requires:
“Agreement” means these Terms of Trade, together with any quotation, estimate, or other document that forms part of the contractual relationship between you and us.
“Confidential Information” means any business information, trade secrets, or customer details provided by one party to the other in the course of performing the Services.
“Consumer Guarantees Act 1993” means the New Zealand legislation governing consumer rights, which applies to personal, domestic, or household use of services but is excluded for business purposes.
“Force Majeure” means an event beyond the reasonable control of a party, as outlined in Section 16 of these Terms.
“GST” means Goods and Services Tax imposed under the Goods and Services Tax Act 1985 (NZ) or any similar tax.
“Health and Safety at Work Act 2015” refers to the legislation that governs workplace health and safety in New Zealand.
“Intellectual Property” refers to trademarks, logos, designs, processes, or any other proprietary information or materials owned or developed by us during the provision of the Services.
“Premises” means the building or property where the Services will be provided.
“Quote” or “Quotation” means a fixed price for the Services, as set out in a written document provided by us.
“Services” means the exterior cleaning or other services supplied by Pinnacle Building Wash Limited as specified in any quotation or estimate.
“Terms” refers to these Terms of Trade, including all sections and any associated agreements or documents.
“You” or “Your” means the customer who is engaging our Services, whether as an individual, business, or organisation.