Terms and Conditions

1 Definitions
1.1 In these conditions, unless the context otherwise requires:
1.1.1 “Contract” means the terms and conditions contained in this document including Schedules One, Two and Three and do not include any other terms discussed between the Company and the Client unless those terms and conditions have been recorded in writing and included as a variation in Schedule 3.
1.1.2 “Company” means “PrimoClean Limited” includes references to “we”, “us”, “our”, “Cleaner” or “PrimoClean” and includes employees, contractors and agents.
1.1.3 “Client” or “you” means the person signing this Contract on the signing page. For avoidance of doubt references to a Client include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity.
1.1.4 “Work” means the Company’s performance of services for you (including any products that the Company use to provide those services) as described in the Company’s Quotation attached to this Contract and any other Work that the Company do for you at your request or that is requested in accordance with clause.
1.1.5 “Service” means the services carried out by the employees of company PrimoClean Limited
1.1.6 “Visit” means the visit to the client’s service address by a PrimoClean employee to carry out the service.
1.1.7 “Quotation” means the Company’s written Quotation of costs for the Work that the Company has agreed to do for you set out in Schedules 1 (Quotation) and 2 (Scope of Works).
1.1.8 “Fees” means the Costs set out in the Schedule 1 payments together with any disbursements payable in accordance with this Contract.
1.1.9 “GST” means Goods and Services Tax arising pursuant to the Goods and Services Tax Act 1985 and “GST Act” means the Goods and Services Tax Act 1985.
1.1.10 “Proceedings” means any application to any court or tribunal or any referral or submission to mediation, adjudication or arbitration or any other dispute resolution procedure.
1.1.11 “Working Day” means any day of the week other than Saturday, Sunday, Waitangi Day, Good Friday, Easter Monday, Anzac Day, the Sovereign’s Birthday, Labour Day, Wellington Anniversary Day. A Working Day shall be deemed to commence at 9.00 am and to terminate at 5.00 pm.

2 Contract Construction
2.1 The term “includes” or “including” (or any similar expression) is deemed to be followed by the words “without limitation”.
2.2 Words importing the singular include the plural and vice versa.
2.3 Headings are for convenience only and do not form part of, or affect the interpretation of, this Contract.
2.4 References to any party includes that party’s executors, administrators, successors and permitted assigns.
2.5 References to any statutory provision are to statutory provisions in force in New Zealand and include any statutory provision which amends or replaces it, and any by-law, regulation, order, statutory instrument, determination, approved code of practice or subordinate legislation made under it.
2.6 References to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity.

3 Variations
3.1 The Company may at any time by notice in writing to the Client (including by posting on the Company’s website) vary any provision of these terms of trade and you will be bound by that variation.
3.2 The Contract between the Company and the Client can be varied at any time in writing by the Company should it become reasonably necessary due to circumstances outside the control of the Company that the Contract is varied.

4 Provision of Work
4.1 By signing this Contract, you agree to the commencement and completion of the Work to be carried out by the Company and you agree to be bound by the terms of this Contract.
4.2 The Company will do the Work in accordance with the Company’s Quotation and these terms of this Contract.
4.3 PrimoClean will endeavour to clean and remove any debris on the surface structures to be cleaned but will not be responsible for cleaning applications such as paint overspray, silicone, or any other substance that has cured and provides risk to property damage. In these instances, PrimoClean has the right to attempt to clean and if deemed a risk, move on without liability.
4.4 PrimoClean will endeavour to improve or remove most carpet stains. However, due to several related factors, not all carpet stains can be 100% removed.
4.5 Sensitive substrates such as acrylic, polycarbonate, and some aged cladding material may be exposed to scratching, paint running or leaching due to its product makeup, age and or product quality. PrimoClean will discuss prior with the client and if you choose to proceed PrimoClean will not be held responsible for any damage.

5 Our Guarantee
5.1 PrimoClean has built its reputation on quality work, service, and reputation, however operating with human beings, mistakes and oversites sometimes occur without any intention. Having said this, PrimoClean backs itself 100% and will rectify any areas not satisfied by its clients provided that the condition of the premises hasn’t deteriorated since the cleaning was done. The issue was part of the original cleaning task listed.
5.2 All complaints are taken seriously. If you are not happy with any aspect of our service, please call us as soon as possible and give us the opportunity to rectify it. Your custom is very important to us, and we want you to be satisfied with our Work.

6 Quotations
6.1 The client understands that the quote may vary depending on the condition of the property and room sizes.
6.2 PrimoClean reserves the right to amend the initial quotation should the clients’ original requirements change with consultation with client prior.
6.3 Unless otherwise agreed in writing, quoted prices are in New Zealand dollars (NZD) exclusive of GST and are valid for a period stated on quotation unless withdrawn or revised by the Company prior to acceptance.
6.4 The Company will not commence the Work until you have accepted the Company’s Quotation and the Company’s terms of trade by signing this Contract.
6.5 However, the Client agrees that if the Company commences Work based on any use of the Companies’ services including an order placement, by phone, email, or website form shall confirm the Client’s acceptance of these terms and conditions.
6.6 If any estimates of how long it will take the cleaning operatives to complete the job are being provided those are only estimates based on the average time it takes to clean a home or an office of similar size to the Client’s, it being difficult to calculate precisely how long such tasks may take and that a degree of flexibility may be required. Please note that one off cleans may take longer to complete due to longer intervals between cleaning sessions, number and type of cleaning tasks required, when compared to the regular maintenance cleaning of the same property. All these factors will be taken into account when providing a quotation.

7 Performance of Work
7.1 The Company will:
7.1.1 perform the Work with reasonable skill, care and diligence in a professional manner;
7.1.2 endeavor to ensure that the Work is performed in accordance with any time frames agreed in writing with you; and
7.1.3 liaise with you during the course of doing the Work in accordance with your reasonable requirements.
7.2 You will give reasonable assistance to enable the Company to perform the Work by:
7.2.1 giving clear instructions;
7.2.2 promptly providing any information required by the Company to enable the Company to complete the Work;
7.2.3 ensuring that the Company have free and clear access to the property;
7.2.4 ensuring that the property is reasonably ready for the Work to be done with minimal tradespersons and works in progress, animals removed or restrained and loose standing objects (for example, vehicles, furniture, pot plants and ornaments) removed from the area where the Company are to do the Work;
7.2.5 fulfilling any special conditions notified to you by the Company to enable the Company to do the Work.
7.3 The Client shall assist by organising (and where applicable paying any costs):
7.3.1 a suitable supply of hot and cold free water with adequate water pressure;
7.3.2 a suitable supply of power and adequate lighting for the cleaning area;
7.3.3 isolating all electronic components (which includes but is not limited to wall and ceiling sockets, switches, electronic alarms, sensors and automatic garage door openers) against water ingress; and
7.3.4 notifying the Company about any hazards and risks to safety arising where the Company are to perform the Work; and
7.3.5 consulting and cooperating with the Company, so far as is reasonably practicable, whenever the Company has a duty under the Health and Safety at Work Act 2015 in relation to the same matter. 7.3.6 Ensure that any dogs at the Premises are adequately restrained while the Services are being performed.

8 Checklist
8.1
We shall provide the Client a checklist on request or ask all clients to leave a list of priorities for the Cleaner. This means that the Cleaner can tick off top to bottom what they are able to do within the allotted time.

9 Equipment
9.1 Cleaning materials are provided by the Company. If you require us to use your solutions or equipment, they must be safe to use/operate, in full working order and must not require any special skills to be used for the purpose of cleaning.
9.2 If the Client has equipment that is complicated to operate, the Client must provide clear and detailed instructions to the Cleaner.

10 Errors and Omissions
10.1 When the Company completes the Work, you will:
10.1.1 inspect the Work;
10.1.2 notify the Company within seven days of any alleged defect, errors, omissions or failure to comply with the Quotation; and
10.1.3 give the Company an opportunity to inspect the Work if you believe the Work is defective in any way.

11 Price and Variations
11.1 The Company operates a minimum charge of 1 hour per cleaning visit.
11.2 The price for the Work will be as set out in the Company’s invoice and may differ from the Company’s Quotation, as set out in the Schedule 1, to take account of:
11.2.1 any variation in the Work from the Company’s Quotation.
11.2.2 variations requested by you and recorded in Schedule 3 of this Contract. Noting that we may elect to proceed with a variation on reasonable grounds without requiring that variation to be in writing this may be considered to be a chargeable variation at our sole discretion.
11.2.3 any variation required due to hidden or unidentifiable difficulties, delayed or obstructed/inadequate access and unavailability of a suitable free hot and cold water source or power source may be charged without requiring written Variation.
11.2.4 delays due to any third party occupying the property where the Work is to be done.
11.3 If you and any other person jointly ask the Company to do work (or you ask the Company to do the Work on behalf of any third party), you are jointly and severally liable for all payments owing to the Company for the Work with that other person (or third party).

12 Payment
12.1 Payments of fees rendered by invoice are due within the dates stated on the invoice via internet transfer, our appointed Bank.
12.2 Unless otherwise agreed in writing (in Schedule 2), the due date for payment is the date of the Company invoice for the Work, which in most circumstances will be the date the Company completes the Work. Payment due as per invoice conditions, any changes to be requested and agreed by owner of Dean Winterburn.
12.3 If this Contract is terminated in accordance with its terms prior to completion of the Work, you must immediately pay the Company the actual cost for the Work completed at the termination date.
12.4 You must pay GST and any other government duties, levies, and taxes in respect of the Work.
12.5 The Company may require you to pay a non-refundable deposit before the Company commences the Work.
12.6 Payment of all money owing for the Work must be made without set-off or deduction of any kind.
12.7 If you do not make payment within 5 Working Days of the invoice, you are in default and interest may be applied to any overdue accounts at a rate of 8.5% per annum which will accrue on a daily basis on the total amount
outstanding from the due date to the date of payment in full (together with legal costs (on a solicitor to client basis) and collection fees that the Company may incur in recovering (or attempting to recover) from you any overdue amount).
12.8 If payment is outstanding for 5 Working Days from the due date, suspend performing the Work on credit until the date of payment in full, in which case you must pay in cash (on completion) for any Work done by the Company until payment is made in full (together with any accrued interest, legal costs (on a solicitor to client basis) and collection fees that the Company may incur in recovering (or attempting to recover) from you any overdue amount).
12.9 If payment is outstanding for 5 Working Days from the due date, we reserve the right to withhold services, documents, and information, and have the right to cease to work on your account, and to terminate the engagement if payments are unduly delayed.
12.10 The Clients obligations under this Contract continue until:
12.10.1 the Company have received payment (in cash or cleared funds) for all amounts owing to the Company for the Work; and
12.10.2 you have met all other obligations that you owe to the Company in relation to the Work.
12.11 When payment is made from the Client to the Company in circumstances where the Client is in default, the Company will apportion payments to any outstanding accounts of that Client at their sole discretion.

13 Default
13.1 If you fail to pay any money owing on the due date; or the Company believe that you are insolvent or bankrupt; have a receiver, liquidator, administrator, bankruptcy trustee, statutory manager or similar officer appointed in respect of all or any of your property; have made an assignment for the benefit of, or make any arrangement or composition with your creditor; or have passed any resolution (or are the subject of proceedings commenced) for your amalgamation with any other entity, except as part of a genuine solvent restructuring; or you are otherwise in breach of your obligations under this Contract.
13.2 In addition to any remedies the Company may have at law, the Company may charge default interest in accordance with clause 12.8, suspend doing the Work on credit in accordance with clause 12.9. and immediately terminate this Contract by notice in writing to you.

14 Refunds
14.1 A refund will be issued if a Cleaner does not attend a cleaning visit where payment for which has been already received by the Company.
14.2 No refund claims will be given once the cleaning service has been carried out. If for any reason the Client is dissatisfied with any aspect, they must notify the Company within 24 hours, and this will be rectified.

15 Cancelation
15.1 If the Client needs to change a cleaning day or time the Company will do its best to accommodate them. A minimum of 24 hours’ notice is required.
15.2 The Company or the Client may at any time in their absolute discretion cancel this Contract by giving the other party one months’ notice in writing. However, if the Client cancels the Contact under this clause, then the Client is liable to pay any amount reasonably expended by the Company in preparation for the Work.
15.3 The Client agrees to pay 25% of the cleaning visit, if:
15.3.1 The Client cancels or changes the date/time less than 24 hours prior to the scheduled appointment;
15.3.2 The Client fails to provide access to the service premises thus preventing the Company to carry out the booked Work;
15.3.3 There is a problem with the Client’s keys and the Cleaner cannot let themselves in. If keys are provided, they must open all locks without any special efforts or skills.

16 Liability
16.1 The Company will not be liable for any defect or damage which may be caused or partly caused by or arise through:
16.1.1 failure on your part to properly maintain your property;
16.1.2 failure on your part to follow any instructions or guidelines provided by the Company;
16.1.3 aluminum joinery being more than five years old or where the surface of the joinery is degraded; or
16.1.4 fair wear and tear, any accident or act of god;
16.2 The Company will not be liable for any delay in either remedying any damage or workmanship or in properly assessing any claim.
16.3 Where the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 applies you have all rights under those Acts except that:
16.3.1 the Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations upon the Company. The Company excludes all such imposed warranties, conditions or obligations to the extent permitted by law.
16.3.2 the Consumer Guarantees Act 1993 does not apply where the Work is engaged for the purposes of a business or by those holding themselves out to be engaged in business activities.
16.4 The Company liability to you arising from any breach of this Contract or for any other reason, is limited to the amount of the actual price charged by the Company for completing the Work. This limitation of liability includes loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or another person and whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from the Company carrying out the Work.
16.5 The Company will not be liable for delay or failure to perform the Work if the cause of delay or failure is beyond the Company’s control.
16.6 The Company shall not be liable under any circumstances for any loss, expense, damage, delay, costs, or compensation (whether direct, indirect, or consequential) which may be suffered or incurred by the Client arising from or in any way connected with:
16.6.1 A cleaning job not complete due to the lack of hot water or electricity
16.6.2 Third party entering or present at the Client’s premises during the cleaning process;
16.6.3 Any existing damage to Client’s property in the form of old stains/burns/spillages etc. which cannot be cleaned/removed completely by the cleaning operative.

17. Privacy of Information
17.1 You authorise the Company to:
17.1.1 collect, retain and use information about you obtained from any person for the purpose of assessing your creditworthiness; and
17.1.2 disclose information about you:
17.1.2.1 to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to the Company;
17.1.2.2 to any persons as may be necessary or desirable to enable the Company to exercise any power or enforce or attempt to enforce any of the Company’s rights, remedies and powers under this Contract.
17.2 Where you are an individual, the authorities granted under clause 13.1 constitutes authority for the purposes of the Privacy Act 1993 and you have the right of access to, and to ask for correction of, your personal information.

18. Assignment
18.1 You must not subcontract or assign any of your rights, powers or obligations under this Contract without the Company’s prior written consent.

19. Notices
19.1 Any notice required under this Contract may be served by or on behalf of the Company using any of the following methods: delivered by hand, delivered by post, delivered by courier, delivered by facsimile or delivered by email.

20. Disputes
20.1 Any claim or dispute arising under this Contract or in connection with this contract, or in relation to any question regarding its existence, breach, termination or invalidity (in each case, a “dispute”) will be settled in accordance with this clause.
20.2 Where a dispute arises, either party may give notice to the other outlining the dispute and requesting a formal meeting with a view to resolving it, in which case both parties will promptly attempt to resolve the dispute by consultation at the lowest practicable level of escalation.
20.3 If the dispute is not resolved within 10 Working Days (or any longer period agreed by the parties) of receipt of a notice under clause 17.2, either party may submit the dispute to be resolved by mediation by giving notice to the other party.
20.4 If the parties agree to undergo mediation under clause 20.3, the mediation is to be conducted as follows:
20.4.1 The mediator will be agreed by the parties and will be appropriately qualified in mediating disputes (and be at least an associate member of the Arbitrators & Mediators Institute of New Zealand (AMINZ) or equivalent organisation). If the parties cannot so agree within three Working Days of the Contract to the referral to mediation, then either party may request the President for the time being of AMINZ (or his or her nominee) to appoint a mediator.
20.4.2 Unless the parties agree otherwise, the mediation will be conducted in terms of the Standard Mediation Contract promulgated by the Resolution Institute at the time the dispute is referred to mediation. If No Standard Mediation Contract is promulgated by that organisation at the time of the dispute, the mediation will be conducted in a manner determined by the mediator except that:
20.4.2.1 the mediation will be conducted on a without prejudice basis;
20.4.2.2 any party may terminate its involvement in the mediation at any time but only after consultation with the mediator;
20.4.3 any information disclosed during the mediation process will not be disclosed to any person not present at the mediation unless required for the purposes of obtaining professional advice or otherwise by law; and
20.4.4 the costs of the mediation will be borne equally by the parties.
20.5 Except to the extent this Contract expressly permits otherwise, each party will continue to perform its obligations under this contract notwithstanding any dispute.
20.6 However, nothing in this clause 20 will prevent either party from seeking urgent interim relief from a New Zealand court or require either party to refrain from exercising any rights or remedies available in connection with this contract.

21. General Terms
21.1 If the Company fail to enforce any terms of trade or to exercise any right under the Contract at any time, the Company is not deemed to have waived that right and may enforce that at a later time at their discretion.
21.2 If any provision of the Contract is held to be invalid or unenforceable for any reason, the remaining provisions shall remain in full force and effect and the parties shall adjust their respective rights and obligations in accordance with the spirit and intent of the parties as shown by these terms of trade.
21.3 The Contract may be executed in two or more counterparts each of which will be deemed an original, but all together will constitute the Contract. The Client and the Company acknowledge that this Contract may be executed on the basis of an exchange of email copies and confirm their respective execution of this Contract by such means shall be a valid and sufficient execution.