As at 1 March 2024


An Agreement will be deemed dated as per the first day of performing contracted work between the Customer and the Company (People & People Marketing and Design)

By requesting the Company to supply services to the Customer, the Customer acknowledges and agrees that:

a) the Customer’s written assent or agreement to the Company’s terms and conditions of trade (the ‘Terms’) forming part of each Contract (as evidenced by the Customer’s signature on the Company’s credit application form, engagement form, verbal acknowledgement or any other document which incorporates these Terms) is and constitutes an agreement of all trading terms in favour of the Company. 

b) the Terms will apply to each Contract and the supply of services by the Company to the Customer and, where applicable, the provision of any incidental services under the Contract; and

c) the Terms will be or are deemed to be incorporated into, and form part of, each Contract, as if these Terms were set out or implied therein in full; and

d) the security interest granted by the Customer to the Company secures the payment by the Customer to the Company of all amounts the Customer may owe the Company from time to time and at any time.

1. Interpretation

1.1 In these Terms:

‘Amount Owing’ means, at any time in respect of the Contract, the unpaid part of the Price and any other amounts which the Company is entitled to recover under the contract (including these Terms);‘Company’ means People & People Marketing and Design;

‘Contract’ means any contract between the Company and the Customer for the supply of services, whether created by electronic mail, order form or by any other means;

‘Contract Date’ means:
i) for a Contract arising from an order placed by the Customer, the date the Company accepted the order; or

ii) for a Contract arising from a quotation from the Company, the date the Company receives written notification of acceptance of the quotation or, if the Company receives no written notification of acceptance of the quotation, the date the Company receives a form of acceptance that the Company (in its absolute discretion) treats as a valid acceptance;

‘Customer’ means the person(s) described or referred to on the credit application form which these Terms form part of or (if applicable) the person(s) identified as such on any document which incorporates these Terms;

‘Event of Default’ means any of the following:

  • the Customer fails to comply with the Contract or any other Contract or agreement with the Company’
  • the Customer is subject to any event which is in the nature of dissolution, winding up, bankruptcy, liquidation, insolvency or receivership, or which generally precedes such an event;
  • an event occurs or information becomes known to the Company, which in the Company’s opinion, might materially affect the Customer’s creditworthiness, the value of the goods, or the Customer’s ability or willingness to comply with its obligations under the contract or any other Contract or agreement with the Company;
  • any guarantor of the Customer’s obligations under the contract is in default under any agreement between the guarantor and the Company;

‘GST’ means Goods and Services Tax;

‘Person’ includes a body corporate, an association of persons (whether corporate or not), firm or individual;

‘PPSA’ means the Personal Property Securities Act 1999; and

‘Price’ means the price of services and (if applicable) any incidental services agreed between the Company and the Customer, subject to any variation in accordance with these Terms and, unless specifically agreed otherwise in writing, is expressed before the addition of GST and any other applicable taxes and duties.

1.2 Headings do not affect the interpretation of these Terms.

1.3 Unless the context requires otherwise, the following words and phrases (and grammatical variations of them) used in these Terms have the meanings given to them in, or by virtue of, the PPSA: ‘after-acquired property’, ‘financing statement’, ‘future advance’, ‘goods’, ‘inventory’, ‘perfection’, ‘personal property’, ‘proceeds’, ‘purchase price’, ‘security agreement’, ‘security interest’ and ‘verification statement’.

1.4 A reference to an enactment includes that enactment as amended or substituted and includes any regulations made under that enactment.

1.5 A reference to any party under these Terms includes that party’s successors and permitted substitutes and assigns.

2. Price and Payment

2.1 The Price is the Company’s current price for the services as at the Contract Date or (if applicable, and subject to clauses 3 and 4) the Price quoted by the Company. Any difference between the price of the goods at the contract Date and at the date of delivery, due to circumstances beyond the Company’s control, is to the Customer’s account and the Price shall be adjusted accordingly.

2.2 Where the Customer requests the Company to estimate the totality of the services to be supplied from sketches, plans, schedules, specifications or otherwise, the Customer agrees to pay for any variation between the estimate and the actual quantities supplied and the Contract shall be deemed to be adjusted accordingly.

2.3 Payment for the services will be made on the terms contained in the Contract. If not otherwise specified in the Contract, the Customer shall pay for the goods on the 20th of the month following receipt of an invoice (time being of the essence). 

2.4 The Company shall, without prejudice to any other remedy available to it at law, be entitled to treat any failure to make payment on the due date as a repudiation of the Contract by the Customer. In no event shall the Company be obliged to provide any services if any moneys due and payable by the Customer under any other Contract remain outstanding.

2.5 All expenses, costs, fees and disbursements incurred by the Company in recovering the Price and any other amounts payable under these Terms shall be recoverable from the Customer as part of the purchase price.


3.1 A quotation by the Company is based on the current price for the goods and any incidental services (based on the Company performing the work during normal working hours) and subject to availability from the Company’s usual source of supply as at the date of the quote and shall not be binding on the Company unless the Customer has accepted the Company’s quote within 30 days from the date of the Company’s quote (time being of the essence).

3.2 The Company shall not be responsible for any errors or omissions caused by the mutilation or incorrect transmission contained in a electronic mail or other means of transmission in which the Customer has accepted the Company’s quote.

3.3 No allowance is made in the Company’s quotation for any items set out under Special Conditions in the Company’s quotation form.

4. Variations

4.1 Any requested variation to the work covered by the Company’s quotation must be notified in writing by the Customer. If the Company agrees, the Company’s quotation and the Price will be adjusted accordingly. If a variation is agreed after the Contract is formed, the Contract and the Price will be adjusted accordingly.

4.2 Should the Customer request the Company to work overtime or extra shifts, the Price will be adjusted to reflect the increase in cost caused thereby based on the excess rates paid and working hours recorded.

4.3 The Price will be adjusted to reflect any extra cost or expense incurred by the Company because of any instruction received from the Customer or any action or inaction on the part of the Customer.

5. Contract

5.1 These Terms shall be read subject to the express terms and conditions contained in the Company’s quotation or contained in the Company’s confirmation of order. 

5.2 All other conditions, warranties, guarantees, descriptions, representations, conditions as to fitness or suitability for any purpose, tolerance to any conditions, merchantability, appearance, safety, durability or otherwise (whether of a like nature or not) and whether express or implied by law, trade custom or otherwise, are expressly excluded.

5.3 If there is a conflict between the Customer’s order and the Company’s confirmation of order (including these Terms), the Company’s confirmation of order (including these Terms) will prevail.

5.4 An agent or representative of the Company is not authorised to make any representations, warranties or agreements that a senior executive of the Company has not confirmed in writing. The Company is not bound by unauthorised statements. Unauthorised statements cannot form a contract, or part of a contract, collateral to the Contract.

5.5 The rights, powers and remedies provided for in the Contract (including these Terms) are in addition to, and do not limit or exclude (or otherwise adversely affect), any right, power or remedy provided to the Company by law.

5.6 The Customer’s obligation to pay amounts (other than the Price) to the Company under these Terms shall be continuing and separate obligations which will survive termination of the contract and payment of the Price.

6. Taxes and Duties

Unless expressly included in the quotation from the Company, the Price will be stated before the addition of GST and any other taxes and duties charged or levied in connection with the supply of the goods and any incidental services to the Customer. GST and all such other taxes and duties will be charged to and borne by the Customer (in each case, at the rate applicable at the date of any relevant invoice).

7. Default Penalty

The Company may charge the Customer a Default Penalty on any moneys due but unpaid under the contract which will be calculated on a daily basis (compounded daily) at a rate of 1.5 %. The Default Penalty is without prejudice to any of the Company’s rights, powers or remedies arising after the Customer’s payment default.

8. Delivery

8.1 Performing of the services will be made at the Company’s premises unless the Customer has instructed otherwise. 

8.2 The Company may deliver the services by instalments, if appropriate and will ensure deadlines imposed are met. Such deadlines given by the Customer must be agreed to by the Company. Each instalment is deemed to be a separate contract on the same terms as the Contract. If the Company fails to produce, or misses a deadline for any reason, of one or more instalments, the Customer is not entitled to cancel the Contract.

8.6 If the Customer requests work to be done outside of normal working hours, the Customer shall pay to the Company an amount equal to any extra cost the Company incurs including a premium for time worked.

9. Property

9.1 Property in, ownership of and title to the goods shall not pass to the Customer until:

  • i) the Customer pays the Amount Owing in full and all other amounts owing under other contract; or

10. Liability

  • 14.1 The Company will not be liable for:

i) failure to deliver the services by a specified date;

ii) an event beyond the Company’s control;

iii) failure of the services outcomes, howsoever arising;

iv) any negligence, misrepresentation or other act or omission by the Company or its agents; or

vi) any loss or damage resulting directly, or indirectly, from any of the above.

10.2 Despite anything else, any liability of the Company arising under the contract will not exceed the value of the contract in relation to which the liability has arisen.

11. Default

11.1 If an Event of Default occurs, and without prejudice to any other rights, powers or remedies the Company may have:

i) the Company may suspend or terminate the supply of services to the Customer and any of its other obligations under the contract (and any other Contract), or cancel all or any part of any order with the Customer which remains underperformed;

ii) all Amounts Owing shall immediately become due and payable notwithstanding that the due date for payment has not arisen; and

iii) the Company may enforce any security interest granted to it by the Customer.

11.2 The Company will not be liable to the Customer for any loss or damage the Customer suffers because the Company exercises any rights, powers or remedies after the occurrence of an Event of Default, including under this clause.

11. Patents and Copyright

11.1 Copyright in all drawings, specifications and other technical information provided by the Company concerning the Contract is vested in the Company.

11.2 If the services are to be supplied to the Customer’s design, the Customer warrants that the Company will not infringe any patent, copyright, registered design or other rights of any other person. The Customer agrees to indemnify the Company against any liability it incurs (including any costs and expenses) as a result of any claim that may arise if the Company infringes any patent, copyright, registered design or other rights of any other person.

12. PPSA

12.1 To the extent permitted by law, the Customer and the Company contract out of:

i) section 114(1)(a) of the PPSA; and

ii) the Customer’s rights referred to in sections 107(2)(c), (d), (h) and (i) of the PPSA.

12.2 The Customer waives its right to receive a copy of any verification statement in respect of any financing statement relating to any security interest granted to the Company by the Customer.

12.3 The Customer agrees to indemnify the Company, upon demand, for all costs and expenses (including legal fees) incurred by the Company:

i) as a result of the occurrence of an Event of Default (including upon actual or attempted enforcement of any security interest granted to the Company by the Customer); and

ii) in complying with any demand made under section 162 of the PPSA.

12.4 On the request of the Company, the Customer shall promptly do all things (including signing any delivery docket and/or invoice) and provide all information necessary to enable the Company to perfect and maintain the perfection of any security interest granted to the Company by the Customer (including by registration of a financing statement).

13. Waiver and Severability

13.1 All the rights, powers, exemptions and remedies of the Company remain in force despite any neglect, forbearance or delay in enforcing them. The Company will not be considered to have waived any right, power, remedy or condition unless the waiver is in writing under signature of either the Company or an authorised officer. The waiver applies only in a particular transaction, dealing or matter unless the Company agrees otherwise.

13.2 If any part of the Contract (including these Terms) or any other contract.

14. Compliance with Laws

The Company will comply with all legislation, codes and standards specified in the contract and the Company is under no liability for a failure to meet any other legislation, codes or standards. If, after the Contract Date, there are any changes in legislation, codes or standards with which the Company must comply, then the Customer agrees to reimburse or pay to the Company an amount equal to any additional costs incurred by the Company relating to such compliance.

15. Assignment and Change of Name Etc

15.1 The Customer may not assign any of the Customer’s rights or obligations under the contract without the Company’s prior written consent.

15.2 The Company may assign any of the Company’s rights under the contract without the Customer’s consent.

15.3 The Customer must give the Company (addressed to the Company Secretary) not less than 14 days’ prior written notice of any proposed change in the Customer’s name and/or any other change in the Customer’s details (including, but not limited to, changes in the Customer’s address, facsimile number, trading name or business practice).

16. Trustee Liability

If the Customer is a trust, the contract will bind each trustee of that trust and each trustee personally. The Company’s rights against each trustee will only be limited if the trustee is an independent trustee (not being a trustee who has a right to or interest in any of the assets of the trust). However, this shall not affect the liability of an independent trustee who has guaranteed, in his or her personal capacity, the Customer’s obligations under the contract.

17. Review of Terms

The Company reserves the right to review any of these Terms at any time and from time to time. If, following any such review, there is any change to these Terms that change will take effect from the date on which the Company gives notice to the Customer of such change.

18. Two or More Contracts

Where, at any time, there is an Amount Owing under two or more contracts, the Company may apply a payment made by the Customer under the contract in such manner (including in such order and to any amounts owing to the Company, including under another Contract) as the Company thinks fit (despite any direction to the contrary and whether before or after any default by the Customer). The security interest provided for by these Terms and created by the Contract also secures the Amount Owing under any other Contract, and each Contract (and these Terms) shall be construed accordingly.

19. Governing Law

The Contract and these Terms are governed by the law of New Zealand.