Terms of Trade
1. Scope & Parties
These Terms of Trade apply to all quotes, orders, deliveries, and services provided by Technotic Ltd (“Technotic”, “we” or “us”) to the Customer. The Customer is any person or business we invoice or supply goods/services to. By requesting or accepting a quote or order, the Customer agrees to these Terms. This Agreement covers any one-off purchase, project work, or ongoing service contract with Technotic. It is subject to New Zealand law and to any mandatory rights under the Consumer Guarantees Act 1993 (consumerprotection.govt.nz). In particular, if the Customer is a consumer (buying for personal/domestic use), nothing here limits the Customer’s rights under the CGA (consumerprotection.govt.nz). If the Customer is a business buying for business use, the parties may agree in writing to exclude the CGA guarantees where allowed by law (legalvision.co.nz).
2. Definitions
"Goods" means any physical items or software licenses sold to the Customer. These become the Customer’s property once fully paid.
"Services" means any work provided by Technotic, including labour, loaned equipment, or access to any of Technotic’s software-as-a-service (SaaS) applications and systems.
"Customer" means the person or entity invoiced by Technotic Ltd or receiving goods/services from Technotic under these terms.
3. Acceptance of Orders
Technotic will confirm accepted orders by written notice (including email). Email is treated as valid written communication under New Zealand’s Electronic Transactions Act (legalvision.co.nz), so an email confirmation or email request is binding. Orders also become binding when the Customer requests services by phone or email and Technotic begins work on that request. Once accepted, an order cannot be cancelled without our consent.
Orders may be structured in different ways: they can be one-off purchases, part of a quoted project, or covered by an ongoing service contract. Each order or contract is subject to these Terms and any specific terms quoted.
4. Prices & Payment Terms
All prices are quoted in New Zealand Dollars (NZD).
Payment is due by the 20th day of the month following the invoice date.
Any overdue amount will incur interest at 2% per month (compounded monthly) until paid in full. This interest charge is acknowledged and agreed to by the Customer as a genuine pre-estimate of loss.
Technotic retains title to all goods (and any loaned equipment) until full payment is received. (Once paid, ownership passes to the Customer.)
The Customer will also pay Technotic’s costs of recovering late payments (for example, debt collection fees or Baycorp charges).
If two consecutive invoice payments are missed, Technotic may suspend all services immediately. During any suspension, regular monthly service fees will continue to accrue and remain payable. Technotic shall be entitled to terminate entirely (not just suspend) after continued non-payment after 30 days of suspension) and Technotic shall not be liable for consequences of service suspension. Termination shall not act as a waiver any claim to amounts due to Technotic.
5. Delivery & Risk
Delivery: Technotic will deliver goods in person to the address specified by the Customer (typically the Customer’s site), or via dropship directly from our suppliers, or via the internet in the case of non-physical goods.
Risk: Risk of loss or damage passes to the Customer when Technotic physically delivers the goods to the Customer’s site or the dropship carrier confirms successful delivery or digital goods leave Technotic’s systems. From that point onward, the Customer assumes all risk of loss or damage to the goods, even if they remain unpaid.
Liability after delivery: Once goods are delivered, Technotic is not responsible for any loss or damage unless it was caused by Technotic’s gross negligence during delivery or handling.
6. Warranty & Returns
Goods come with any applicable manufacturer’s warranty (if provided by the manufacturer). Technotic does not offer additional warranties beyond what manufacturers provide.
Returns are only accepted with Technotic’s prior approval, except where required by law (for example, if a product is faulty or not fit for purpose under the CGA). If a return is approved, it must comply with legal requirements for refunds or repairs.
Repairs of goods are only covered if explicitly stated (for example, under a warranty or service agreement). Otherwise, the Customer must pay for any repair or replacement work.
7. Limitation of Liability
Subject to any non-excludable obligations under law, Technotic’s total liability for any claim related to a purchase or service is limited to the amount paid by the Customer for that Order.
The Customer assumes responsibility for its own site conditions during service delivery. Technotic is not liable for any delays, losses, or damages caused by the Customer’s environment (power supply, network configuration, safety hazards on site, etc.).
In no event will Technotic be liable for any indirect or consequential loss (such as business interruption or lost profits) arising from any goods or services, except to the extent required by law.
8. Service Level Objectives (SLO)
Any response times or service levels that Technotic publishes or commits to are targets only, not guaranteed. We will make our best efforts, but delays can occur.
Technotic may re-prioritise work at any time. For example, urgent or critical issues may take priority over routine support requests. Customers should not treat any SLO or published target as a binding promise. All service levels and response times are indicative only unless expressly agreed in a specific Service Level Agreement. No guarantee of uptime, continuity, or performance is implied.
9. Finance
If the Customer finances goods or services through a third party and then defaults on those payments, Technotic may repossess the unpaid goods or suspend associated services. The Customer remains liable to Technotic for any unpaid balance.
The Customer will also cover any shortfall incurred by Technotic when dealing with the finance default (for example, if goods are repossessed and sold for less than the owed amount). All costs incurred by Technotic due to the default (such as legal fees or repossession costs) will be charged to the Customer.
10. Retention of Title and Security Interest
Technotic retains ownership (title) of any goods or equipment supplied (including any loaned or financed items) until the Customer has paid all amounts in full.
Until payment is made, the Customer holds those goods on behalf of Technotic. If the Customer fails to pay, or becomes insolvent or goes into liquidation, Technotic may recover the goods (or their value) and may enter the Customer’s premises at reasonable times to repossess them. The Customer acknowledges that this retention of title creates a security interest under the Personal Property Securities Act 1999 (PPSA), and agrees that Technotic may register any financing statement or other notice on the Personal Property Securities Register (PPSR) to protect Technotic’s interest.
The Customer must promptly do all things necessary (including signing documents and providing information request) to enable Technotic to perfect and maintain its security interest under the PPSA/on the PPSR.
Technotic’s ownership and security interest in the goods will continue even after the contract ends.
11. Intellectual Property
Technotic and its licensors retain all intellectual property rights in any software, code, configurations, documentation, or methods provided in connection with our services.
The Customer may use such intellectual property only as needed to use the goods/services. Reselling, copying, sharing, or distributing Technotic’s proprietary software or documentation is prohibited, unless we give explicit permission.
12. Confidentiality
Each party agrees to keep the other party’s confidential information secret. “Confidential information” means any non-public business data or know-how disclosed during the relationship.
Neither party will disclose the other’s confidential information to third parties, except if required by law or with prior written consent.
These confidentiality obligations survive termination of this Agreement.
13. Termination
13.1 Contract Schedule Prevails
Termination of any contract entered into under these Terms of Trade shall be governed by the termination provisions set out in the relevant contract schedule. In the event of any conflict between these Terms of Trade and a contract schedule, the contract schedule’s termination provisions shall prevail.
13.2. Default Termination Rights
In the absence of specific termination provisions in a contract schedule (or where the schedule expressly incorporates these defaults), the following apply:
13.3 For Convenience
Either party may terminate an ongoing service contract by giving 30 days’ written notice to the other. If this ends the contract before its planned end date, the Customer must pay an early‑termination fee of up to 90 days’ normal charges (or, if fewer than 3 months remain, an amount equal to the remaining term).
13.4 For Breach
If either party materially breaches these Terms, the non‑breaching party may give written notice specifying the breach and a reasonable cure period (e.g. 15–30 days). If the breach is not remedied within that period, the contract may be terminated. Customer breaches (not solely caused by Technotic) incur the same early‑termination fee as under “For Convenience.”
13.5 Immediate Termination by Technotic
Technotic may terminate immediately, without notice or fee, if permitted by law—for example, in cases of Customer fraud, illegal activity, or serious misconduct related to the services.
13.6 Discretionary Exit for Commercial Practicality
Technotic may terminate a service contract if, in Technotic’s reasonable judgment, continuing it becomes commercially impractical or financially unviable. Technotic will give the Customer at least 30 days’ written notice before termination under this clause. No termination fee or penalty applies to Technotic; the Customer remains liable for services rendered up to the effective date of termination.
13.7 No Waiver
The Customer agrees that all prepaid fees or deposits paid are non-refundable, and that termination (except for breach by Technotic) doesn’t release the Customer from outstanding invoices, early termination charges, or other accrued liabilities.
14. Force Majeure
Neither party is liable for delays or failures caused by events beyond its reasonable control. Examples include natural disasters, strikes, war, terrorism, epidemics, or government action. If a force majeure event occurs, the affected party must notify the other and is excused from performance during the event. If the event lasts more than 30 days, either party may end the contract without penalty.
15. Governing Law & Jurisdiction
These Terms are governed by New Zealand law. Any dispute arising under these Terms will be settled by the courts in Auckland, New Zealand.
16. Severability & Waiver
If any part of this Agreement is found illegal or unenforceable, that part will be removed (“severed”) and the rest of the Agreement will continue in force. No waiver of any term is effective unless in writing signed by both parties. (Even if a right is waived once, it can still be enforced later unless the waiver is written.)
17. Notices
General support (non-urgent): Email support@technotic.co.nz or call 09 869 3443. (Technical support calls or emails are answered during business hours only.)
Billing or breach notices: Email accounts@technotic.co.nz.
Any email or phone message received after 4:00 PM on a business day is deemed received on the next business morning.
Sources: These terms have been prepared in accordance with New Zealand law, including the Consumer Guarantees Act (consumerprotection.govt.nz) and Electronic Transactions Act (legalvision.co.nz), and examples are drawn from standard New Zealand Terms of Trade provisions (horizons.govt.nz).
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