WE SPOUT LTD – TERMS AND CONDITIONS These Terms and Conditions ("Terms") govern the agreement between WE SPOUT LTD (referred to as we, us, or our) and the client named in the corresponding Quote (you or your). Collectively referred to as the “Parties” and individually as a “Party.”
1. AGREEMENT AND ACCEPTANCE
1.1 You acknowledge and accept these Terms upon the earlier of: (a) Signing and returning the Quote or otherwise accepting it in writing (including email); (b) Instructing us to proceed with the Services; (c) Making any payment of the Price (including any deposit).
1.2 Together, these Terms and the Quote form the entire agreement between the Parties ("Agreement").
2. SCOPE OF SERVICES
2.1 WE SPOUT LTD shall provide the roofing services described in the Quote (the "Services") in accordance with applicable laws and industry standards.
2.2 We may engage subcontractors, employees, and independent contractors (“Personnel”) to perform the Services.
3. TIMEFRAMES AND DELAYS
3.1 We will use reasonable endeavours to complete the Services by any estimated date but do not guarantee completion within any specific timeframe.
3.2 We shall not be liable for delays caused by: (a) Client changes to scope; (b) Adverse weather conditions; (c) Delays in approvals or consents; (d) Actions or inactions by you or third parties; (e) Any Force Majeure Event.
3.3 Where delays are caused by you or your representatives, we may charge reasonable delay costs for each day of delay.
4. CONSUMER LAW
4.1 Nothing in these Terms excludes or limits your rights under the Consumer Guarantees Act 1993 or the Fair Trading Act 1986 where applicable.
4.2 Where the Services are acquired for business purposes: (a) You acknowledge the Services are supplied in trade; (b) You agree that the Consumer Guarantees Act 1993 and sections 9, 12A, and 13 of the Fair Trading Act 1986 do not apply; (c) It is fair and reasonable that the Parties are bound by this clause.
5. VARIATIONS
5.1 No variations to the Services shall be binding unless agreed in writing by both Parties.
5.2 If a variation is required due to regulatory changes, site conditions, material availability, or weather, we will provide a revised quote. Work will not proceed until the variation is agreed upon in writing.
6. CLIENT OBLIGATIONS
6.1 You must: (a) Provide clear and safe access to the work site at all reasonable times; (b) Ensure all necessary consents and approvals are obtained prior to commencement; (c) Maintain adequate house and site insurance throughout the term of the Services, including coverage for fire, theft, storm, and contractor-related damage; delivery of material and scaffolding (d) Ensure utilities (electricity, water) are available; (e) Ensure all valuables and obstructions are removed from work areas.
6.2 We accept no responsibility for delays or damage where the above conditions are not met
7. PRICING AND PAYMENT
7.1 All prices are exclusive of GST unless stated otherwise.
7.2 Payment Schedule: (a) 50% deposit is payable upon acceptance of the Quote; (b) 25% of the Price is due upon delivery of materials to site; (c) The final balance is due upon completion as determined by us.
7.3 All invoices issued by us constitute payment claims made under the Construction Contracts Act 2002.
7.4 If you disagree with any part of an invoice, you must respond with a payment schedule in accordance with the Construction Contracts Act 2002 within the statutory timeframe.
7.5 Failure to pay or respond with a valid payment schedule within the required timeframe will result in you becoming liable for the claimed amount, which may be enforced as a statutory debt.
7.6 We reserve the right to: (a) Suspend the Services after five (5) business days’ written notice in the event of non-payment; (b) Charge interest on overdue amounts at the Reserve Bank of New Zealand base rate plus 2% per annum, compounding monthly; (c) Recover any legal, collection, or enforcement costs incurred.
7.7 We may exercise a right of set-off against any amounts owed by us to you.
8. INSURANCE AND LIABILITY
8.1 We hold current Broad form Liability Insurance specific to roofing, including property and workmanship coverage. Certificate available upon request.
8.2 You acknowledge that we are not liable for: (a) Pre-existing defects, structural weaknesses, or asbestos; (b) Consequential, incidental, or indirect losses unless otherwise required by law. (c) Additional trades (e.g. scaffolder, builder) – this will fall under your personal household insurance.
8.3 To the extent permitted by law, our liability is limited to: (a) The amount paid for the Services, less materials ordered and paid for; (b) Re-performing the Services, at our discretion.
8.4 You agree to indemnify us against all claims, liabilities, or costs arising from your breach of these Terms, your negligence, or provision of incomplete or misleading information.
9. WARRANTIES
9.1 We warrant that Services will be provided with due care, skill, and in compliance with applicable building standards. 9.2 You warrant that: (a) You are authorised to enter into this Agreement; (b) The information provided is accurate; (c) The Site is safe and compliant; (d) You will cooperate with us to facilitate timely completion.
10. TERMINATION
10.1 These Terms continue until Services are completed or terminated under this clause.
10.2 Termination is immediate if either Party: (a) Breaches a material obligation and fails to remedy within 10 business days; (b) Becomes insolvent or ceases business.
10.3 Upon termination: (a) All unpaid amounts become immediately due; (b) All work completed to date will be invoiced; (c) You must pay any reasonable demobilisation or legal recovery costs; (d) You must return or destroy our materials and IP upon request.
10.4 Clauses relating to confidentiality, indemnity, insurance, and limitations of liability survive termination
11. LATENT CONDITIONS
11.1 If unforeseen conditions arise on-site (e.g. hidden rot, asbestos, structural failure), we will: (a) Notify you promptly; (b) Treat the condition as a Variation subject to clause 5.
11.2 We are entitled to recover additional costs or delays caused by such conditions.
12. LIMITATION OF LIABILITY
12.1 WE SPOUT LTD is not liable for: (a) Third-party delays or defects; (b) Client interference or negligence; (c) Force Majeure Events; (d) Incidental damage resulting from access or removal work.
12.2 Our total liability is limited as described in clause 8.3.
12.3 You indemnify us against claims from third parties due to your breach or misuse of the Services.
12.4 This clause survives termination.
13. GENERAL
13.1 This Agreement is governed by the laws of New Zealand.
13.2 If any provision is held invalid, it will be severed, and the remaining provisions remain in force.
13.3 Amendments must be in writing and signed by both Parties.
13.4 Notices must be in writing and delivered via email or registered post to the Party’s contact on the Quote.
14. DEFINITIONS & INTERPRETATION
Refer to Schedule 1 for Definitions and Interpretive Rules.
SCHEDULE 1: KEY DEFINITIONS
Force Majeure Event – Includes events beyond a Party’s control, including natural disasters, pandemic, labour strikes, and governmental restrictions.
Latent Conditions – Site conditions not reasonably identifiable prior to commencement of the Services.
Services – The roofing services described in the Quote.
Quote – The written quotation provided by WE SPOUT LTD setting out the scope and pricing of the Services.
Consequential Loss – Any indirect, special, or incidental damages including loss of profit or business opportunity.
Personnel – Any subcontractor, employee, or contractor engaged by us to perform any part of the Services.
