Kurio Design Limited

TERMS AND CONDITIONS

In these Terms of Trade we have used we, us, and our to refer to Kurio Design Limited and you to refer to our Customer. By ordering Work from us, you agree to these Terms of Trade to the exclusion of your terms (if any).

1. OWNERSHIP

1.1 Ownership of any Goods supplied under these Terms of Trade remains with us until payment for the Goods is made in full.

2. RISK AND DELIVERY OF GOODS

2.1 Delivery occurs at the time possession of the Goods passes to you (or a person nominated by you) from us. The risk in Goods supplied passes to you on delivery.

3. ESTIMATES AND QUOTATION

3.1 Unless stated otherwise, any price we give you for Work is an estimate (Estimate) on a plus GST basis of the anticipated cost for us to complete that Work. The Estimate is subject to clause 4 below.

3.2 Where we are able to give a quotation, it will be marked as such and will be binding on us if it is accepted by you within 30 days. After that time, the price of the work will be subject to our hourly rate and price of material fluctuations.

3.3 Where a quote is given, we reserve the right to alter our price where that has been submitted based on the proposal which have been altered and/or there are omissions of work and/or changes to the proposal which result in extra work. We will advise you should additional works be required.

3.4 We will not commence the Work until you have accepted the Estimate in writing and signed a copy of these Terms of Trade.

3.5 We will advise you when the Estimate hours may be exceeded and when the Estimate has been reached.

4. PRICE

4.1 Notwithstanding any Estimate or quote given, unless we have agreed in writing to be bound by a set price for the Work, you will pay to us our actual cost of completing the Work (Actual Cost) which will be calculated by totalling the following:

(a) the number of hours of service multiplied by the hourly rates for the workers involved on the date which the Work is undertaken or if the supply occurs over more than one day, the relevant hourly rates on the last day on which services are rendered;

(b) any disbursements (including without limitation delivery costs) incurred by us on your behalf;

(c) the cost of any Goods supplied by us as part of the Work.

4.2 The Actual Cost and all prices are plus GST and other taxes which are payable by you in New Zealand dollars.

4.3 Disbursements incurred by us on your behalf may include a reasonable mark-up by us.

4.4 For any purchases through our suppliers, a deposit of 50% of the full price is required before the order is place.

4.5 In the event these Terms of Trade are terminated in accordance with clause 11.2(d) or by you under clause 18 prior to completion of the Work, you must immediately pay us the Actual Cost at the termination date.

5. PAYMENT

5.1 For any purchases through our suppliers, a deposit of 50% of the full price is required before the order is place.

5.2 Payment for the Work (and any associated expenses and disbursements) is due within 7 days of receipt of a invoice from us (Due Date).

5.3 If you do not make payment on the Due Date, you are in default and must pay default interest at the rate of 2% 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.

5.4 Notwithstanding clause 5.3, if payment is outstanding for 7 days from the Due Date, we may suspend performing the Work on credit until the date of payment in full (subject always to clause 5.5). You must pay in cash for any Work done by us until payment is made in full (together with any accrued interest).

5.5 We may notify you at any time that we have ceased to carry out the Work on credit. This cessation does not relieve you for amounts owing up to the date on which the contract is terminated.

5.6 Payment of all money will be without set-off or deduction of any kind. We will apportion payments to outstanding accounts as we think fit.

6. PRODUCTS AND THIRD PARTY GOODS

6.1 In the performance of the Work we may source Goods from third parties. We may charge a mark up on these Goods and the standard margin may be between 10-30% on the trade or wholesale price.

6.2 As set out in clause 4.4, we may require a deposit of 50% or the full price up front for any third party Goods. Such invoice would be issued in advance and payable within 7 days.

6.3 Unless otherwise expressly agreed, we do not provide any warranties for third party Goods sold or supplied to you in relation to the Work. You agree that we:

(a) may apply the margin specified at clause 6.1 or in our invoice to you;

(b) we may receive commission on any third party Goods sold to you; and

(c) You are relying solely on any manufacturer’s warranties and must not rely on any representation or warranties provided by us (if any).

7. PERFORMANCE OF WORK

7.1 We will:

(a) perform the Work with reasonable skill, care and diligence in a professional manner;

(b) endeavour to ensure that the Work is performed in accordance with any time frames agreed in writing with you;

(c) liaise with you during the course of performing the Work in accordance with your reasonable requirements.

7.2 You will give reasonable assistance to enable us to perform the Work by:

(a) giving clear instructions;

(b) promptly providing any information or content required from you for us to complete the Work;

(c) ensuring that the Work and products derived from the Work are fit for the purpose you intend to use them for and meet any appropriate statutory, regulatory, governmental and industry and environmental controls, standards or practices.

7.3 If we have given you a time frame for completion of the Work, unless agreed in writing to the contrary such time frame is approximate only and is not deemed to be of the essence of the contract.

8. PERSONAL PROPERTY SECURITIES ACT 1999 (PPSA)

8.1 All terms in this clause 8 have the meaning given in the PPSA and section references will be to sections of the PPSA.

8.2 Clause 1.1 creates a security interest in Goods we supply to you as part of the Work. At our request you will promptly sign any documents and do anything else required by us to ensure that our security interest constitutes a first ranking perfected security interest in the Goods.

8.3 We may at any time enter your premises and properties to uplift Goods that we have a security interest in.

8.4 If Goods that we have a security interest in are processed, or dealt with in any way causing them to become accessions, processed or commingled goods, our security interest will continue in the whole in which they are included. You will not grant any other security interest or any lien in either the Goods or in the whole.

8.5 You waive any rights you may have under sections 114(1)(a), 116, 120(2), 121, 125, 129, 131, and 133 of the PPSA.

8.6 You will give us prior written notice of a proposed change of your name or address.

9. WARRANTIES

9.1 The Consumer Guarantees Act 1993, the Fair Trading Act 1986, and other statutes may impose warranties, conditions or obligations on us which cannot by law (or which can only to a limited extent by law) be excluded. We exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.

9.2 Where you acquire goods and/or services from us for the purposes of a business:

(a) the parties acknowledge and agree that:

(i) you are acquiring the goods and/or services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) of the Consumer Guarantees Act 1993;

(ii) the goods and/or services are both supplied and acquired in trade from the purposes of the Fair Trading Act 1986 and the parties agree to contract out of sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading representations); and

10. LIMITATION OF LIABILITY

10.1 The guarantees contained in the Consumer Guarantees Act 1993 are excluded where you acquire Work and/or Goods from

us for the purposes of a business in terms of sections 2 and 43 of that Act.

10.2 Except to the extent that the law prevents us from excluding liability and as expressly provided for in clause 10.3, we will not be liable for any 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 Work or Goods provided by us to you.

10.3 To the extent that we are liable for any reason for any loss suffered or liability incurred by you arising from any breach of these Terms of Trade or for any other reason, such liability is limited to the amount of the Actual Cost. If you make a claim in writing to us in relation to the Goods or services provided under the Work, we may, in our discretion, repair or replace the Goods or re-perform the services, or refund the amount of those Goods or services to you, provided that:

(a) the Goods must be returned or the claim must be made in writing to us within fourteen (14) days of the Goods or services being provided; and

(b) you must supply the date and number of any invoice relating to the Work; and

(c) we must have a reasonable opportunity to inspect the Work.

11. DEFAULT

11.1 The security interests created by these Terms of Trade become enforceable if any of the following events occur:

(a) you fail to pay any money owing on the Due Date;

(b) you sell, part with possession or dispose of any Goods or do anything inconsistent with our ownership of the Goods prior to making payment in full to us;

(c) you are otherwise in breach of your obligations under these Terms of Trade.

11.2 If any of the events described in clause 11.1 occur, in addition to any remedies we may have at law, we may do one or more of the following:

(a) suspend the Work in accordance with clause 5.4;

(b) charge default interest in accordance with clause 5.3;

(c) enter on to your premises and repossess any Goods which have not been paid for in full;

(d) immediately terminate these Terms of Trade by notice in writing to you.

12. INTELLECTUAL PROPERTY

12.1 In respect of Intellectual Property used in or arising from the production of the Goods or the performance of the Work:

(a) all pre-existing Intellectual Property the subject of an Intellectual Property right resides with the owner as at the date of these Terms of Trade (whether you or us);

(b) any new Intellectual Property will be dealt with in accordance with clause 13.

12.2 If any Work is to be undertaken based on your designs, you warrant that the undertaking of the Work by us will not infringe any third party's Intellectual Property rights and you indemnify us against any loss, liability, costs and expenses in the event of any claim being made that the Work infringes any patent, copyright or other rights of any other person.

13. INTELLECTUAL PROPERTY OWNERSHIP

13.1 Subject to clauses 12.1(a) and 13.3 we are and will remain the exclusive owner everywhere in the world of all Intellectual Property rights and interests in the Work, and any other work performed by us for you, as first owner of those Intellectual Property rights and interests. We will retain exclusive worldwide ownership at all times of our artistic styles, methods of working, techniques, ideas, skills and know-how.

13.2 On payment of all amounts owing to us in accordance with these Terms of Trade, we assign to you the copyright in the final form of any Work which we have specifically created for you for the countries and for the purposes as specified in the description of the Work, or if not specified, for the countries and for the purposes which would be reasonably expected in light of the nature of your request for the Work.

14. PRIVACY OF INFORMATION

14.1 You authorise us:

(a) to collect, retain and use information about you from any person for the purpose of assessing your creditworthiness;

(b) to disclose information about you:

(i) to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to us;

(ii) to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of our rights, remedies and powers under these Terms of Trade.

(c) to use images from your ongoing and completed projects to use in our portfolios unless you advise us in writing that you withdraw your consent.

15. VARIATION

15.1 We will be entitled at any time by notice in writing to you to vary any provision of these Terms of Trade and you will be bound by such variation.

16. COSTS

16.1 You must pay our costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms of Trade.

17. TERMINATION

17.1 Either party may terminate these Terms of Trade by giving one month's written notice to the other party.

18. DISPUTES

18.1 Any claim or dispute arising under these Terms of Trade the parties will use best endeavours to resolve the dispute. The dispute will be determined by arbitration under the Arbitration Act 1996 if the parties are unable to resolve such dispute themselves within one (1) month of the dispute arising.

19. FORCE MAJEURE

19.1 We will not be liable for any failure or delay to perform the Work if the failure or delay arises directly or indirectly from a cause reasonably beyond our control. Without limitation, it is specifically provided that such circumstances will include: delays or failures by suppliers; unavoidable delays in production or services, delays caused by seasonal factors affecting supply; shortages of Goods; delays or failures by you; shipping delays; strike and labour unrest;; inability to perform services directly or indirectly due to a pandemic; acts of war, acts of terrorism; fire; large; accident; natural disaster.

20. SURVIVAL

20.1 This clause 21 and clauses 1, 2, 5, 9, 10, 12, 13, 14,16, 18, 21 and 22 and any other provision which by its nature is intended to survive the termination or expiration of these Terms will survive the termination or expiration of these Terms or completion of the Work.

21. MISCELLANEOUS

21.1 You must not subcontract or assign any of your rights, powers or obligations under these Terms of Trade.

21.2 You will at all times treat as confidential all non-public information and material received from us and must not publish, release, or disclose the same without our prior written consent.

21.3 These Terms of Trade are governed by and construed according to the laws of New Zealand and the parties, subject to clause 19, submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of these Terms of Trade.

22. DEFINITIONS

22.1 In these Terms of Trade unless the context otherwise requires:

Goods has the meaning given to it in the Personal Property Securities Act 1999.

Intellectual Property includes all intellectual property rights (including without limitation copyright, patent and design rights, drawings, documents, data, ideas, procedures and calculations).

Work means our performance of services for you, the work we are to carry out in accordance with any agreed documents, and the sourcing or supply of any Goods by us as part of or related to such services, as described on the front page of these Terms of Trade and in our Interior Design Proposal.

22.2 The rule of construction known as the contra proferentem rule does not apply to these Terms of Trade.

22.3 References to us include our employees, contractors and agents.

22.4 Words referring to the singular include the plural and vice versa.

22.5 Any reference to a party includes:

(a) that party's executors, administrators, or permitted assigns; or

(b) if a company, limited partnership, or any other body corporate, its successors or permitted assigns or both.

22.6 Headings are for convenience only and do not form part of, or affect the interpretation of, these Terms of Trade.

22.7 References to clauses are references to clauses of these Terms.

22.8 References to money will be New Zealand currency, unless specified otherwise.

22.9 References to statutory provisions will be construed as references to those provisions as amended or re-enacted or as their application is modified by other provisions from time to time.