1. Definitions

1.1 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

1.2 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Customer does not wish to allow Cookies to operate in the background when using Dial A Tech’s website, then the Customer shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.

1.3 “Customer” means the person/s, entities or any person acting on behalf of and with the authority of the Customer requesting Dial A Tech to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

(a) if there is more than one Customer, is a reference to each Customer jointly and severally; and

(b) if the Customer is a partnership, it shall bind each partner jointly and severally; and

(d) includes the Customer’s executors, administrators, successors and permitted assigns.

1.4 “Dial A Tech” means Mitchell Gill T/A Dial A Tech, its successors and assigns.

1.5 “Goods” means all Goods or Services (including, but not limited to, any hardware, install of networks and any consultation, advice or recommendation) supplied by Dial A Tech to the Customer at the Customer’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

1.6 “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Dial A Tech and the Customer in accordance with clause 6 below.

2. Acceptance

2.1 The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Customer places an order for or accepts Delivery of the Goods.

2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

2.4 The Customer acknowledges and accepts that:

(a) the supply of Goods on credit shall not take effect until the Customer has completed a credit application with Dial A Tech and it has been approved with a credit limit established for the account;

(b) in the event that the supply of Goods requested exceeds the Customer’s credit limit and/or the account exceeds the payment terms, Dial A Tech reserves the right to refuse Delivery;

(c) it is their responsibility to ensure that the specifications provided to Dial A Tech (in writing) for the supply of Services are in sufficient detail to satisfy Dial A Tech’s requirements of interpretation and understanding. Dial A Tech shall not accept any liability for the supply of Services contrary to the Customer’s intention due to insufficient or inadequate provision of detailed specifications by the Customer; and

(d) the supply of Goods for accepted orders may be subject to availability and if, for any reason, Goods are not or cease to be available, Dial A Tech reserves the right to vary the Price with alternative Goods as per clause 6.2, subject to prior confirmation and agreement of both parties. Dial A Tech also reserves the right to halt all Services until such time as Dial A Tech and the Customer agree to such changes. Dial A Tech shall not be liable to the Customer for any loss or damage the Customer suffers due to Dial A Tech exercising its rights under this clause.

2.5 Any advice, recommendation, information, assistance or service provided by Dial A Tech in relation to Goods or Services (including, but not limited to, a particular course of action or product selection not being fit for purpose or the condition of materials supplied by the Customer being inferior, etc) supplied is given in good faith to the Customer, or the Customer’s agent and is based on Dial A Tech’s own knowledge and experience and shall be accepted without liability on the part of Dial A Tech. Where such advice or recommendations are not acted upon then Dial A Tech shall require the Customer or their agent to authorise commencement of the Services in writing. Dial A Tech shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services nor will such losses or damages be deemed a defect.

2.6 Unless expressly stated by Dial A Tech, the quoted price does not include:

(a) the removal of the Customer’s sensitive data. In the event the Customer request such Services, the Price will be adjusted accordingly to include the Services in accordance with clause 6.2; and

(b) any miscellaneous items such as additional or back up media, cables and/or other consumables. If required, approval for any such purchases shall be sought from the Customer.

2.7 If Dial A Tech has been requested by the Customer to:

(a) prepare a quotation that involves multiple site visits, all costs involved will be charged to the Customer irrespective of whether or not the Services go ahead; and

(b) diagnose a fault that requires investigation, disassembly and/or testing, all costs involved (including a call out fee where such a request is received outside Dial A Tech’s normal working hours and a physical visit is required) will be charged to the Customer.

2.8 In the event that the Customer requests Dial A Tech to provide the Services urgently, that may require Dial A Tech’s staff to work outside normal business hours being between the hours of 9:00am and 5:00pm (including, but not limited to, working through lunch breaks, weekends and/or Public Holidays) then Dial A Tech reserves the right to charge the Customer a call out fee and additional labour costs (penalty rates will apply at time and a half normal rates) plus the cost of any Goods used to undertake the Services, unless otherwise agreed between Dial A Tech and the Customer.

2.9 Where Dial A Tech is to supply a specified number of hours on contract for ongoing Services, any hours not used or additional hours provided shall be either added to or deducted from the following month’s allocation as applicable.

2.10 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Authorised Representatives

3.1 The Customer acknowledges and accepts that Dial A Tech shall (for the duration of the Services) liaise directly with one (1) authorised representative, and that once introduced as such to Dial A Tech, that person shall have the full authority of the Customer to order any Goods,Services, and/or to request any variation thereto on the Customer’s behalf. The Customer accepts that they will be solely liable to Dial A Tech for all additional costs incurred by Dial A Tech (including Dial A Tech’s profit margin) in providing any Goods,Services or variation/s requested thereto by the Customer’s duly authorised representative.

4. Errors and Omissions

4.1 The Customer acknowledges and accepts that Dial A Tech shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

(a) resulting from an inadvertent mistake made by Dial A Tech in the formation and/or administration of this Contract; and/or

(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by Dial A Tech in respect of the Services.

4.2 In the event such an error and/or omission occurs in accordance with clause 4.1, and is not attributable to the negligence and/or wilful misconduct of Dial A Tech; the Customer shall not be entitled to treat this Contract as repudiated nor render it invalid.

5. Change in Control

5.1 The Customer shall give Dial A Tech not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer’s details (including but not limited to, changes in the Customer’s name, address and contact phone or fax number/s, change of trustees or business practice). The Customer shall be liable for any loss incurred by Dial A Tech as a result of the Customer’s failure to comply with this clause.

6. Price and Payment

6.1 At Dial A Tech’s sole discretion the Price shall be either:

(a) as indicated on any invoice provided by Dial A Tech to the Customer; or

(b) the Price as at the date of Delivery of the Goods according to Dial A Tech’s current price list; or

(c) Dial A Tech’s quoted Price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

6.2 Dial A Tech reserves the right to change the Price:

(a) if a variation to the Goods which are to be supplied is requested; or

(b) if a variation to the Services originally scheduled (including any applicable plans or specifications) is requested; or

(c) if during the course of the Services, the Goods are not or cease to be available from Dial A Tech’s third party suppliers, then Dial A Tech reserves the right to provide alternative Goods (or components of the Goods) subject to prior confirmation and agreement of both parties; or

(d) where additional Services are required due to the discovery of hidden or unforeseen circumstances (including, but not limited to limitations to accessing the site, additional defects/software or hardware incompatibilities which are found on closer inspection, delays in delivery of Goods from Dial A Tech’s third party suppliers, additional site visits required, health hazards/safety considerations or prerequisite work by any third party not being completed, etc.)which are only discovered on commencement of the Services; or

(e) in the event of increases to Dial A Tech in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges etc) which are beyond Dial A Tech’s control.

6.3 Variations will be charged for on the basis of Dial A Tech’s quotation, and will be detailed in writing, and shown as variations on Dial A Tech’s invoice. The Customer shall be required to respond to any variation submitted by Dial A Tech within ten (10) working days. Failure to do so will entitle Dial A Tech to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

6.4 At Dial A Tech’s sole discretion a deposit may be required.

6.5 Time for payment for the Goods being of the essence, the Price will be payable by the Customer on the date/s determined by Dial A Tech, which may be:

(a) before Delivery of the Goods;

(b) on completion of the Services;

(d) for certain approved Customers, due twenty (20) days following the end of the month in which a statement is posted to the Customer’s address or address for notices;

(e) the date specified on any invoice or other form as being the date for payment; or

(f) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Dial A Tech.

6.6 Payment may be made by cash, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Customer and Dial A Tech.

6.7 Dial A Tech may in its discretion allocate any payment received from the Customer towards any invoice that Dial A Tech determines and may do so at the time of receipt or at any time afterwards. On any default by the Customer Dial A Tech may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Dial A Tech, payment will be deemed to be allocated in such manner as preserves the maximum value of Dial A Tech’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

6.8 The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Dial A Tech nor to withhold payment of any invoice because part of that invoice is in dispute.

6.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Customer must pay to Dial A Tech an amount equal to any GST Dial A Tech must pay for any supply by Dial A Tech under this or any other contract for the sale of the Goods. The Customer must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

7. Provision of the Services

7.1 Subject to clause 7.2 it is Dial A Tech’s responsibility to ensure that the Services commence as soon as it is reasonably possible once Dial A Tech has received acceptance by the Customer for the scheduled Services.

7.2 The Services commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that Dial A Tech claims an extension of time (by giving the Customer written notice) where completion is delayed by an event beyond Dial A Tech’s control, including but not limited to any failure by the Customer to:

(a) make a selection; or

(b) have the site ready for the Services; or

7.3 The Customer acknowledges and accepts that where the Customer wishes to postpone or cancel the Services that Dial A Tech must be notified within twenty-four (24) hours of the proposed commencement date as agreed to between both parties. Where such notice is received inside this timeframe, Dial A Tech reserves the right to charge a reasonable fee for the delay in the commencement of the Services.

7.4 Delivery (“Delivery”) of the Goods is taken to occur at the time that:

(a) the Customer or the Customer’s nominated carrier takes possession of the Goods at Dial A Tech’s address; or

(b) Dial A Tech (or Dial A Tech’s nominated carrier) delivers the Goods to the Customer’s nominated address even if the Customer is not present at the address.

7.5 At Dial A Tech’s sole discretion the cost of Delivery is in addition to the Price.

7.6 Dial A Tech may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

7.7 Any time specified by Dial A Tech for Delivery of the Goods is an estimate only and Dial A Tech will not be liable for any loss or damage incurred by the Customer as a result of Delivery being late. However both parties agree that they shall make every endeavour to enable the Goods to be delivered at the time and place as was arranged between both parties. In the event that Dial A Tech is unable to supply the Goods as agreed solely due to any action or inaction of the Customer, then Dial A Tech shall be entitled to charge a reasonable fee for redelivery and/or storage.

8. Risk

8.1 Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer must insure the Goods on or before Delivery.

8.2 If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Customer, Dial A Tech is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Dial A Tech is sufficient evidence of Dial A Tech’s rights to receive the insurance proceeds without the need for any person dealing with Dial A Tech to make further enquiries.

8.3 If the Customer requests Dial A Tech to leave Goods outside Dial A Tech’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Customer’s sole risk.

8.4 The Customer acknowledges and accepts that:

(a) where the performance of any contract with the Customer requires Dial A Tech to obtain products and/or services from a third party, the contract between Dial A Tech and the Customer shall incorporate, and shall be subject to, the conditions of supply of such products and/or services to Dial A Tech, and the Customer shall be liable for the cost in full including Dial A Tech’s margin of such products and/or services;

(b) the Customer shall use any third-party software supplied by Dial A Tech, and identified as such, strictly in terms of the licence under which it is supplied;

(c) all third-party software and/or hosting services is provided at the Customer’s own risk and is not in any way warranted by Dial A Tech, nor shall Dial A Tech be in any way responsible for the implementation or effects of any “patches”, “updates”, or “fixes” offered by the manufacturer of the software. Further, the Customer agrees to indemnify Dial A Tech against all consequential loss arising out of any defect or failure in products (including delivery time-lags), hosting services or software supplied by any third party; and

(d) Dial A Tech may supply Goods to the Customer where it is required for the provision of Services. The Customer may request upgrades to or newer versions of the Goods and Dial A Tech will advise the Customer of the availability of such Goods and the additional cost associated with the supply of the Goods. Dial A Tech shall not be liable for any loss or damage to the Customer’s software or hardware caused by any ‘updates’ provided for that software.

8.5 Dial A Tech shall not be liable for:

(a) any loss, corruption, or deletion of files or data (including, but not limited to software programmes) resulting from the Services provided by Dial A Tech. It is the sole responsibility of the Customer to back-up any data which they believe to be important, valuable, or irreplaceable prior to Dial A Tech providing the Services. The Customer accepts full responsibility for the Customer’s software and data and Dial A Tech is not required to advise or remind the Customer of appropriate backup procedures;

(b) delays caused by any other third party suppliers that impacts on the provision of the Services by Dial A Tech;

(d) any defect or damage resulting from incorrect or faulty installation carried out by any other third party. If the Customer instructs Dial A Tech to rectify any damage caused by any other third party, this will become a variation to the original quotation and will be charged at Dial A Tech’s normal hourly rate.

9. Repair Notice

9.1 Where the Customer is a consumer within the meaning of the Consumer Guarantees Act 1993, this clause constitutes a Repair Notice given under this legislation and the Customer acknowledges and accepts that:

(a) the repair of equipment may result in the loss of any files stored on the hard drive, etc. (“User-Generated Data”). It is the sole responsibility of the Customer to back-up any User-Generated Data which they believe to be important, valuable, or irreplaceable prior to submitting the equipment for repair; and

(b) equipment presented for repair may be replaced by, or repaired with, refurbished Goods of the same type rather than being repaired.

10. Customer’s Responsibilities

10.1 The Customer shall:

(a) as soon as practicable make available to Dial A Tech all specifications, information, instructions, documents, software, hardware, and other particulars required by Dial A Tech for the provision of Services. It is the Customer’s responsibility to ensure that all specifications, information and instructions you provide to Dial A Tech is accurate, correct, current and complete;

(b) ensure that Dial A Tech is at all times is granted all necessary licences, permissions and remote access reasonably required by Dial A Tech to perform any additional support and/or to amend software to any relevant computer systems when required;

(d) not resupply or resell the Services, or assign the benefit of this Contract, without Dial A Tech’s prior written consent;

(e) follow Dial A Tech’s reasonable directions regarding the use of the Goods/Services;

(f) use the Services for lawful purposes only, and without being a nuisance to any third parties;

(g) be responsible for any of the Customer’s agents, employees, contractors or other service providers who have access to the Services; and

(h) report to Dial A Tech (as soon as practically possible) when the Customer, or a reasonable person in the position of the Customer, has reason to believe that there has been unauthorised use of the Services.

10.2 The Customer is responsible for implementing and maintaining the security of their own network and/or equipment, and shall be liable for all charges in relation to the unauthorised use of the Services as a result of a breach of that security (e.g. viral infection, attacks from the Internet, denial of service attacks, PABX hacking, account/password misuse, SPAM and misuse of the Services by any third party, including employees and contractors).

11. Product Specifications

11.1 The Customer acknowledges and accepts that:

(a) all descriptive specifications, illustrations, drawings, data, dimensions, ratings and weights stated in Dial A Tech’s or manufacturer’s fact sheets, price lists or advertising material, are approximate only and are given by way of identification only. The Customer shall not be entitled to rely on such information, and any use of such does not constitute a sale by description, and does not form part of the Contract, unless expressly stated as such in writing by Dial A Tech; and

(b) while Dial A Tech may have provided information or figures to the Customer regarding the performance of the Goods, the Customer acknowledges that Dial A Tech has given these in good faith, and are estimates based on optimal operating conditions.

12. Access

12.1 The Customer shall ensure that Dial A Tech has clear and free access to the site at all times to enable them to undertake the Services (including, gain signatures for required documents, and for the Delivery and installation of the Goods). Dial A Tech shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Dial A Tech.

12.2 The Customer, the Customer’s authorised representative or where required additional personnel agrees to be present at the site when and as reasonably requested by Dial A Tech and its employees, contractors and/or agents (including, but not limited to, where Dial A Tech is requested to attend the site outside their normal hours of operation).

13. Compliance of Laws

13.1 The Customer and Dial A Tech shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.

13.2 The Customer shall obtain (at the expense of the Customer all licenses, permits and/or approvals pertaining to the Goods to be installed prior to the Delivery date.

14. Title

14.1 Dial A Tech and the Customer agree that ownership of the Goods shall not pass until:

(a) the Customer has paid Dial A Tech all amounts owing to Dial A Tech; and

(b) the Customer has met all of its other obligations to Dial A Tech.

14.2 Receipt by Dial A Tech of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

14.3 It is further agreed that until ownership of the Goods passes to the Customer in accordance with clause 14.1:

(a) the Customer is only a bailee of the Goods and must return the Goods to Dial A Tech on request;

(b) the Customer holds the benefit of the Customer’s insurance of the Goods on trust for Dial A Tech and must pay to Dial A Tech the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;

(c) the Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Dial A Tech and must pay or deliver the proceeds to Dial A Tech on demand;

(d) the Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Dial A Tech and must sell, dispose of or return the resulting product to Dial A Tech as it so directs;

(e) the Customer irrevocably authorises Dial A Tech to enter any premises where Dial A Tech believes the Goods are kept and recover possession of the Goods;

(f) Dial A Tech may recover possession of any Goods in transit whether or not Delivery has occurred;

(g) the Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Dial A Tech; and

(h) Dial A Tech may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

15. Personal Property Securities Act 1999 (“PPSA”)

15.1 Upon assenting to these terms and conditions in writing the Customer acknowledges and agrees that:

(a) these terms and conditions 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 Dial A Tech to the Customer, and the proceeds from such Goods as listed by Dial A Tech to the Customer in invoices rendered from time to time.

15.2 The Customer 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 Dial A Tech may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

(b) indemnify, and upon demand reimburse, Dial A Tech 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 Dial A Tech; and

(d) immediately advise Dial A Tech 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.

15.3 Dial A Tech and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.

15.4 The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA.

15.5 Unless otherwise agreed to in writing by Dial A Tech, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

15.6 The Customer shall unconditionally ratify any actions taken by Dial A Tech under clauses 15.1 to 15.5.

15.7 Subject to any express provisions to the contrary (including those contained in this clause 15), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

16. Security and Charge

16.1 In consideration of Dial A Tech agreeing to supply the Goods, the Customer charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Customer either now or in the future, and the Customer grants a security interest in all of its present and after-acquired property, to secure the performance by the Customer of its obligations under these terms and conditions (including, but not limited to, the payment of any money). The terms of the charge and security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the Land Transfer Act 2017.

16.2 The Customer indemnifies Dial A Tech from and against all Dial A Tech’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Dial A Tech’s rights under this clause.

16.3 The Customer irrevocably appoints Dial A Tech and each director of Dial A Tech as the Customer’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 16 including, but not limited to, signing any document on the Customer’s behalf.

17. Defects and Returns

17.1 The Customer shall inspect the Goods on Delivery and shall within seven (7) days of Delivery (time being of the essence) notify Dial A Tech of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Customer shall afford Dial A Tech an opportunity to inspect the Goods within a reasonable time following Delivery if the Customer believes the Goods are defective in any way. If the Customer fails to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Dial A Tech has agreed in writing that the Customer is entitled to reject, Dial A Tech’s liability is limited to either (at Dial A Tech’s discretion) replacing the Goods or repairing the Goods.

17.2 Goods will not be accepted for return other than in accordance with 17.1 above.

17.3 Subject to clause 17.1, non-stocklist items or Goods made to the Customer’s specifications are not acceptable for credit or return.

18. Warranty

18.1 Subject to the conditions of warranty set out in clause 18.2 Dial A Tech warrants that if any defect in any Services provided by Dial A Tech becomes apparent and is reported to Dial A Tech within seven (7) days of the date of Delivery (time being of the essence) then Dial A Tech will either (at Dial A Tech’s sole discretion) replace or remedy the defect.

18.2 The conditions applicable to the warranty given by clause 18.1 are:

(a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:

(i) failure on the part of the Customer to properly maintain any Goods or serviced item; or

(ii) failure on the part of the Customer in updating virus checkers and/or firewalls; or

(iii) failure on the part of the Customer to follow any instructions or guidelines provided by Dial A Tech; or

(iv) any use of any Goods or serviced item otherwise than for any application specified on a quote or order form; or

(v) the continued use of any Goods or serviced item after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or

(vi) fair wear and tear,power surges or spikes, any accident or act of God.

(b) the warranty shall cease and Dial A Tech shall thereafter in no circumstances be liable under the terms of the warranty if the defect is repaired, altered or overhauled without Dial A Tech’s consent.

(c) in respect of all claims Dial A Tech shall not be liable to compensate the Customer for any delay in either replacing or remedying the defective Goods or Services or in properly assessing the Customer’s claim.

18.3 For Goods not manufactured by Dial A Tech, the warranty shall be the current warranty provided by the manufacturer of the Goods. Dial A Tech shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

19. Consumer Guarantees Act 1993

19.1 If the Customer is acquiring Goods for the purposes of a trade or business, the Customer acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by Dial A Tech to the Customer.

20. Intellectual Property

20.1 Where Dial A Tech has designed, drawn or developed Goods for the Customer, then the copyright in any designs and drawings and documents shall remain the property of Dial A Tech. Under no circumstances may such designs, drawings and documents be used without the express written approval of Dial A Tech.

20.2 The Customer warrants that all designs, specifications or instructions given to Dial A Tech will not cause Dial A Tech to infringe any patent, registered design or trademark in the execution of the Customer’s order and the Customer agrees to indemnify Dial A Tech against any action taken by a third party against Dial A Tech in respect of any such infringement.

20.3 The Customer agrees that Dial A Tech may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Dial A Tech has created for the Customer.

21. Confidentiality

21.1 Subject to clause 21.2, each party agrees to treat as confidential the other party’s “Confidential Information”, and agree not to divulge it to any third party, without the other party's written consent.

21.2 Both parties agree to:

(a) use the Confidential Information of the other party only to the extent required for the purpose it was provided;

(b) not copy or reproduce any of the Confidential Information of the other party in any way;

(i) employees and contractors who need access to the information and who have agreed to keep it confidential;

(ii) its legal advisers and insurance providers if those persons undertake to keep such information confidential; and

(d) not disclose the other party’s Confidential Information to any person not referred to in this clause except with the other party’s prior written consent or if required by law, any stock exchange or any regulator.

21.3 The Customer acknowledges and accepts that in the event Dial A Tech acts as an agent on behalf of the Customer with a third party, the Customer agrees to introduce Dial A Tech as their agent to obtain any additional information or Confidential Information that may be required to complete the Services.

21.4 Either party must promptly return or destroy all Confidential Information of the other party in its possession or control at the other party’s request unless required by law to retain it.

21.5 Confidential Information excludes information:

(a) generally available in the public domain (without unauthorised disclosure under this Contract);

(b) received from a third party entitled to disclose it;

22. Default and Consequences of Default

22.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Dial A Tech’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

22.2 If the Customer owes Dial A Tech any money the Customer shall indemnify Dial A Tech from and against all costs and disbursements incurred by Dial A Tech in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Dial A Tech’s collection agency costs, and bank dishonour fees).

22.3 Further to any other rights or remedies Dial A Tech may have under this Contract, if a Customer has made payment to Dial A Tech, and the transaction is subsequently reversed, the Customer shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Dial A Tech under this clause 22 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Customer’s obligations under this Contract.

22.4 Without prejudice to Dial A Tech’s other remedies at law Dial A Tech shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Dial A Tech shall, whether or not due for payment, become immediately payable if:

(a) any money payable to Dial A Tech becomes overdue, or in Dial A Tech’s opinion the Customer will be unable to make a payment when it falls due;

(b) the Customer has exceeded any applicable credit limit provided by Dial A Tech;

(c) the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Customer or any asset of the Customer.

23. Cancellation

23.1 Without prejudice to any other remedies Dial A Tech may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Dial A Tech may suspend or terminate the supply of Goods to the Customer. Dial A Tech will not be liable to the Customer for any loss or damage the Customer suffers because Dial A Tech has exercised its rights under this clause.

23.2 Dial A Tech may cancel any Contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Customer. On giving such notice Dial A Tech shall repay to the Customer any money paid by the Customer for the Goods. Dial A Tech shall not be liable for any loss or damage whatsoever arising from such cancellation.

23.3 In the event that the Customer cancels Delivery of Goods the Customer shall be liable for any and all loss incurred (whether direct or indirect) by Dial A Tech as a direct result of the cancellation (including, but not limited to, any loss of profits).

23.4 Cancellation of orders for Goods made to the Customer’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.

24. Privacy Policy

24.1 All emails, documents, images or other recorded information held or used by Dial A Tech is “Personal Information” as defined and referred to in clause 24.3and therefore considered confidential. Dial A Tech acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines as set out in the Act. Dial A Tech acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Customer’s Personal Information, held by Dial A Tech that may result in serious harm to the Customer, Dial A Tech will notify the Customer in accordance with the Act. Any release of such Personal Information must be in accordance with the Act and must be approved by the Customer by written consent, unless subject to an operation of law.

24.2 Notwithstanding clause 24.1, privacy limitations will extend to Dial A Tech in respect of Cookies where the Customer utilises Dial A Tech’s website to make enquiries. Dial A Tech agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Customer’s:

(a) IP address, browser, email client type and other similar details;

(b) tracking website usage and traffic; and

(c) reports are available to Dial A Tech when Dial A Tech sends an email to the Customer, so Dial A Tech may collect and review that information (“collectivelyPersonal Information”)

If the Customer consents to Dial A Tech’s use of Cookies on Dial A Tech’s website and later wishes to withdraw that consent, the Customer may manage and control Dial A Tech’s privacy controls via the Customer’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

24.3 The Customer authorises Dial A Tech or Dial A Tech’s agent to:

(a) access, collect, retain and use any information about the Customer;

(i) including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice for the purpose of assessing the Customer’s creditworthiness; or

(ii) for the purpose of marketing products and services to the Customer.

(b) disclose information about the Customer, whether collected by Dial A Tech from the Customer directly or obtained by Dial A Tech from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Customer.

24.4 Where the Customer is an individual the authorities under clause 24.3 are authorities or consents for the purposes of the Privacy Act 2020.

24.5 The Customer shall have the right to request (by e-mail) from Dial A Tech, a copy of the Personal Information about the Customer retained by Dial A Tech and the right to request that Dial A Tech correct any incorrect Personal Information.

24.6 Dial A Tech will destroy Personal Information upon the Customer’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.

24.7 The Customer can make a privacy complaint by contacting Dial A Tech via e-mail. Dial A Tech will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Customer is not satisfied with the resolution provided, the Customer can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.

25. Service of Notices

25.1 Any written notice given under this Contract shall be deemed to have been given and received:

(a) by handing the notice to the other party, in person;

(b) by leaving it at the address of the other party as stated in this Contract;

(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;

(e) if sent by email to the other party’s last known email address.

25.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

26. Trusts

26.1 If the Customer at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Dial A Tech may have notice of the Trust, the Customer covenants with Dial A Tech as follows:

(a) the Contract extends to all rights of indemnity which the Customer now or subsequently may have against the Trust and the trust fund;

(b) the Customer has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Customer against the Trust or the trust fund. The Customer will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;

(c) the Customer will not without consent in writing of Dial A Tech (Dial A Tech will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:

(i) the removal, replacement or retirement of the Customer as trustee of the Trust;

(ii) any alteration to or variation of the terms of the Trust;

(iii) any advancement or distribution of capital of the Trust; or

(iv) any resettlement of the trust property.

27. General

27.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.

27.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

27.3 These terms and conditions and any Contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Lower Hutt Courts of New Zealand.

27.4 Subject to the CGA, Dial A Tech shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Dial A Tech of these terms and conditions (alternatively Dial A Tech’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).

27.5 Dial A Tech may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Customer’s consent.

27.6 The Customer cannot licence or assign without the written approval of Dial A Tech.

27.7 Dial A Tech may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Customer agrees and understands that they have no authority to give any instruction to any of Dial A Tech’s sub-contractors without the authority of Dial A Tech.

27.8 The Customer agrees that Dial A Tech may amend their general terms and conditions for subsequent future Contracts with the Customer by disclosing such to the Customer in writing. These changes shall be deemed to take effect from the date on which the Customer accepts such changes, or otherwise at such time as the Customer makes a further request for Dial A Tech to provide Goods to the Customer.

27.9 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Customer to make a payment to Dial A Tech.

27.10 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.

Servicing Business and houses around the Greater Wellington Region

about | services | Support | Testimonials | contact | TERMS AND CONDITIONS

Terms and Conditions

Servicing Business and houses around the Greater Wellington Region

about | services | Support | Testimonials | contact | TERMS AND CONDITIONS