Terms & Conditions

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1. Definitions

1.1. If applicable, capitalised terms have the meaning given to them in this Agreement. In addition, the following definitions apply in this Agreement:

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1.2. ‘Supplier,’ ‘we’, or ‘us’ means Brown Kiwi Design Limited trading as Brown Kiwi Design Ltd (our successors and assigns) or any person acting with the authority of Brown Kiwi Design Limited.

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1.3. ‘Client,’ ‘you’, or ‘your’ means the Client purchasing Services from us or any person acting on your behalf (including authorised agents).

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1.4. ‘Services’ means all Services (including any provision of Goods, printed or virtual material, samples, designs, drawings, images, graphics, advertising, publication, data, files, information or other associated documentation or consumables), or any advice or recommendations, brand development, graphic design, integration of strategies, analysis, photography (including drone photography), videography, or media sourcing) provided by us at your request from time to time (and where the
context permits, the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
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1.5. ‘Goods’ means, without limitation, any banners, business cards, building signage, branding, canvas prints, copying, custom flags, drinkware or bags, design, expo displays, graphics (including vehicle, floor, window and glass graphics), labels, logo design, pens, posters, printing, portable counters, promotional products, signs and sign writing, stationary,
brochures, signboards, trade shows, wallpaper, pull-up banners, retail displays, street talkers and store advertising).
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1.6. ‘Price’ means the Price of the Services (in accordance with clause 6).
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1.7. ‘Agreement’ means these terms & conditions of trade, as may be amended from time to time (including our privacy policy and any orders, purchases or schedules as applicable).
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1.8. ‘Amounts Owing’ means any amount you owe to us, from time to time, including the Price, any interest payable, any of your liability under this Agreement and any enforcement expenses incurred by us in seeking payment of any Amounts Owing by you.
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1.9. ‘Business Day’ means Monday to Friday, excluding public holidays in New Zealand.
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1.10.‘Confidential Information’ means all information that could be reasonably regarded in the circumstances as confidential, including information that relates to the business, interests or affairs of a party, this Agreement, the Goods or Services (as applicable), and intellectual property rights, but excludes information which is:
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(a)in the public domain, other than as a result of a breach of this Agreement;
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(b)in possession of a party before the commencement of this Agreement without any obligation of confidentiality; and
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(c)is independently developed or acquired by a party before the commencement of this Agreement without relying on information that would itself be Confidential Information.
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1.11.‘Event of Default’ means failing to comply with this Agreement (including your obligations in clause 6).
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1.12.‘Insolvency Event’ means an event of insolvency, including bankruptcy; the appointment of an insolvency administrator, manager, receiver or liquidator; any action related to winding up or making a material arrangement in relation to creditors; applying for any type of protection against creditors; being unable to pay your debts as they fall due; or taking or suffering any similar or analogous action in any jurisdiction as a consequence of debt.
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1.13.‘Prohibited Content’ means any content on any media (including advertising, posts, or comments) that:
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(a)is, or could reasonably be considered to be in breach of the Broadcasting Act 1989, the CGA, the FTA or any other applicable law or applicable industry code of practice;
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(b)contains, or could reasonably be considered to have any misrepresentations or is, or could be deemed to be misleading, deceptive, likely to mislead, deceive or is otherwise unlawful; or
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(c)is in breach of any person’s intellectual property rights.

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1.14.‘Periodicals’ means a scheduled release of content agreed upon between both parties.
1.15.‘Personnel’ means directors, officers, employees, agents and
contractors.
1.16.‘FTA’ means the Fair Trading Act 1986.
1.17.‘CGA’ means the Consumer Guarantees Act 1993.
1.18.‘CCLA’ means the Contract and Commercial Law Act 2017.
1.19.‘PPSA’ means the Personal Property Securities Act 1999.
1.20.‘Security Agreement’ and ‘Security Interest’ have the meanings given to
them in Part 2, sections 16 and 17 of the PPSA.
1.21.‘Regulator’ means any authority, commission, government department,
court, tribunal, or similar having regulatory or supervisory authority over
the parties or Services.

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