Acceptance of terms and conditions

By accessing or using this Website you agree to be bound by these Terms and Conditions and any additional guidelines, restrictions, or rules that may be posted in connection with specific sections or services of this Website.

Virtual Print Limited reserves the right to make changes to this Website and to these Terms and Conditions at any time. You are bound by the Terms and Conditions published on the date you access the Website.

 

Terms of Trade for Virtual Print

Definitions

“Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting VP to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

if there is more than one Client, is a reference to each Client jointly and severally; and

if the Client is a partnership, it shall bind each partner jointly and severally; and

if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and

includes the Client’s executors, administrators, successors and permitted assigns.

“Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.

“Cookies” means small files which are stored on a user’s computer.  They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when using VP’s website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the website.

“Copy” shall mean any manuscript, advertisement, general copy, graphics and other digital display material and/or content supplied by the Client for the supply of Goods.

“Goods” means all Goods (including any including copy, any printed or virtual material, samples, designs, drawings, images, graphics, advertising, publications, data, files, information, and/or other associated documentation and/or goods) or Services supplied by VP to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).

“Premium Fee” means an additional charge over and above the Contract Price, where a specific lead time is requested by the Client.

“Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between VP and the Client in accordance with clause 8

“Prohibited Content” means any Copy that:

is, or could reasonably be considered to be, in breach of the Broadcasting Act 1989, the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or any other laws, regulations, codes of practice, guidelines and any standards that may be applicable (including any substitute or re-enactment thereof); or

contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; or

is, or could reasonably be considered to be, an infringement of the intellectual property rights, copyright, trademark or any other legal rights of another person and/or entity (including the name and image of any person without their consent, etc.).

“VP” means Virtual Print Limited T/A Virtual Print, its successors and assigns.

Acceptance

The parties acknowledge and agree that:

they have read and understood the terms and conditions contained in this Contract; and

the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of the Goods.

In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

The Client acknowledges and accepts that:

the supply of Goods on credit shall not take effect until the Client has completed a credit application with VP and it has been approved with a credit limit established for the account. In the event that the supply of Goods request exceeds the Client’s credit limit and/or the account exceeds the payment terms, VP reserves the right to refuse delivery;

VP reserves the right not to supply any Goods, or refuse to accept any Copy, at any time for any reason (including where such, in VP’s opinion is or may be unlawful, offensive, contains Prohibited Content, does not comply with clause 14, or is otherwise inappropriate), and VP shall not be liable to the Client for any such action; and

where an abnormally short lead time is requested and depending on the complexity and the desired delivery/completion date of the Services, a Premium Fee (which may include additional labour hours and/or alternative Goods) may apply. The Premium Fee will be invoiced in accordance with clause 2.

Once accepted by the Client, VP’s written quotation shall be deemed to interpret the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, VP shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.

These terms and conditions are meant to be read in conjunction with the terms and conditions posted on VP’s website. If there are any inconsistencies between the two documents then the terms and conditions contained in this Contract shall prevail.

Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

Authorised Representatives

The Client acknowledges that VP (for the duration of the Services) liaises directly with one (1) or more authorised representatives, and that once introduced as such to VP that person or persons shall have the full authority of the Client to order any Goods and/or to request any variation thereto on the Client’s behalf. The Client accepts that they will be solely liable to VP for all additional costs incurred by VP (including VP’s profit margin) in providing any Services or variation/s requested thereto by the Client’s duly authorised representative.

In the event that the Client’s duly authorised representatives as per clause 1 are to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise VP in writing of the parameters of the limited authority granted to their representatives.

Nominated Sub-contractors

VP may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of VP’s sub-contractors without the authority of VP.

VP shall engage sub-contractors as specified in the quotation acting solely as agent on behalf of the Client and the following shall apply:

VP shall be entitled to enter into contracts with such sub-contractors in the name of the Client;

the Client shall be responsible for all payments to such sub-contractors;

where VP pays the sub-contractors’ account on behalf of the Client, the Client shall reimburse VP for the payment of the sub-contractors’ account together with an account-handling fee within fourteen (14) days from the date of submission of the account by VP to the Client;

if the Client does not reimburse VP within fourteen (14) days from the date of submission of the account in accordance with subparagraph (c) above, VP shall be entitled to;

charge interest at the rate specified in clause 1 from the date of payment of the sub-contractors’ account by VP to the date of reimbursement to VP by the Client; and/or

an administration fee per month as stated in clause 2 on any outstanding monies due to VP.

Errors and Omissions

The Client acknowledges and accepts that VP shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

resulting from an inadvertent mistake made by VP in the formation and/or administration of this Contract; and/or

contained in/omitted from any literature (hard copy and/or electronic) supplied by VP in respect of the Services.

If such an error and/or omission occurs in accordance with clause 1, and is not attributable to the negligence and/or wilful misconduct of VP; the Client:

shall not be entitled to treat this Contract as repudiated nor render it invalid; but

shall not be responsible for any additional costs incurred by VP arising from the error or omission.

Change in Control

The Client shall give VP not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address and contact phone or fax number/s, change of trustees or business practice). The Client shall be liable for any loss incurred by VP as a result of the Client’s failure to comply with this clause.

On-Line Ordering

The Client acknowledges and agrees that:

VP does not guarantee the website’s performance; and

display on the website does not guarantee the availability of any particular Goods; therefore, all orders placed through the website shall be subject to confirmation of acceptance by VP; and

on-line ordering may be unavailable from time to time for regularly scheduled maintenance and/or upgrades; and

there are inherent hazards in electronic distribution, and as such VP cannot warrant against delays or errors in transmitting data between the Client and VP including orders, and you agree that to the maximum extent permitted by law, VP will not be liable for any losses which the Client suffers as a result of online-ordering not being available or for delays or errors in transmitting orders; and

when making a transaction through the website, the Client’s information will pass through a secure server using SSL (secure sockets layer) encryption technology or any other similar technology as disclosed by VP and/or displayed on the website. The encryption process ensures that the Client’s information cannot be read by or altered by outside influences; and

if the Client is not the cardholder for any credit card being used to pay for the Goods, VP shall be entitled to reasonably assume that the Client has received permission from the cardholder for use of the credit card for the transaction.

VP reserves the right to terminate the Client’s order if it learns that you have provided false or misleading information, interfered with other users or the administration of VP’s business, or violated these terms and conditions.

Price and Payment

At VP’s sole discretion the Price shall be either:

as indicated on any invoice provided by VP to the Client; or

the Price as at the date of Delivery of the Goods according to VP’s current price list; or

VP’s quoted Price (subject to clause 2) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days.

VP reserves the right to change the Price:

if a variation to the Goods which are to be supplied is requested; or

if a variation to the Services originally scheduled (including, any applicable plans or specification changes that incorporate a change of style, type, layout, artwork or where additional proof changes are required to the Services) is requested; or

extra work caused by the Client’s corrections, including resetting and/or over-running of composition; or

where additional Services are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, change in scope of work required, change to methodology and quantities, inaccurate measurements, change of design, print colour, ink, paper or medium, size of embellishments, delivery or any delays caused by the Client, ) which are only discovered on commencement of the Services; or

in the event of increases to VP in the cost of labour or materials (including but not limited to overseas transactions that may increase as a consequence of variations in foreign currency rates of exchange and/or international freight and insurance charges) which are beyond VP’s control.

Variations will be charged for on the basis of VP’s quotation, and will be detailed in writing, and shown as variations on VP’s invoice. The Client shall be required to respond to any variation submitted by VP within ten (10) working days. Failure to do so will entitle VP to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

At VP’s sole discretion a fifty percent (50%) deposit of the contract Price may be required up front and the balance payable on completion of the project.

Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by VP, which may be:

on completion of the Services; or

on or before delivery of the Goods;

by way of instalments/progress payments in accordance with VP’s payment schedule;

for certain approved Clients, due twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices;

the date specified on any invoice or other form as being the date for payment; or

failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by VP.

Payment may be made by electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Client and VP.

VP may in its discretion allocate any payment received from the Client towards any invoice that VP determines and may do so at the time of receipt or at any time afterwards. On any default by the Client VP may re-allocate any payments previously received and allocated. In the absence of any payment allocation by VP, payment will be deemed to be allocated in such manner as preserves the maximum value of VP’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.

The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by VP nor to withhold payment of any invoice because part of that invoice is in dispute.

Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to VP an amount equal to any GST VP must pay for any supply by VP under this or any other contract for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.

Delivery

Delivery (“Delivery”) of the Goods is taken to occur at the time that:

the Client or the Client’s nominated carrier takes possession of the Goods at VP’s address; or

VP (or VP’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.

The cost of Delivery is either included in the Price or is in addition to the Price as agreed between the parties.

VP may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

Any time specified by VP for Delivery of the Goods is an estimate only. The Client must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery.

Delivery made by courier to non rural Clients may be the next day, however, VP cannot guarantee this timeframe as some items may take longer to be delivered.

On request by the Client, VP may provide all tracking and information regarding package Delivery, whereabouts and signatory.

Once a reasonable period for Delivery has passed, and in the absence of any information on where an item is, VP may determine the item to be lost and a claim for loss may be made.

VP will not be liable for any loss or damage incurred by the Client as a result of Delivery being late or delayed and no compensation shall be payable by RV for freight delays.

In the event that the Client is unable to take Delivery of the Goods as arranged then VP shall be entitled to charge a reasonable fee for redelivery and/or storage.

In the event the Services have commenced, (including, but not limited to, VP’s plant is set up to print or preparation of the Goods has started, etc.) and then the Client requests to halt the Services and/or causes a delay in the continuation of the Services, then VP reserves the right to charge the Client additionaly for such delays in accordance with clause 2.

Risk

Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.

If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, VP is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by VP is sufficient evidence of VP’s rights to receive the insurance proceeds without the need for any person dealing with VP to make further enquiries.

If the Client requests VP to leave Goods outside VP’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.

When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in VP’s opinion, poorly prepared or by the Client’s requirements being different from those originally submitted or described may be charged to the Client and shown as extras on the invoice.

All work carried out whether experimentally or otherwise at the Client’s request will be charged to the Client.

Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.

Unless otherwise agreed, the Client shall bear the cost of fonts, colour proofs, or artwork, specially bought at the Clients request for the job.

Where the performance of any contract with the Client requires VP to obtain materials or services from a third party, the Contract between VP and the Client shall incorporate and shall be subject to the conditions of supply of such materials and services to VP, and the Client shall be liable for the cost in full including VP’s margin of such materials or services.

VP is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by VP to match virtual colours with physical colours, VP will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required, this will be provided on request by the Client, and will be charged for as an extra including return freight, the charge will be contra against final invoice.

VP shall not be held liable for inks wearing off through general wear and tear (including but not limited to a low resolution file provided by the Client for use in the product etc.)

VP recommends that photographic and logo images provided for the Services are a minimum of 300dpi.

Accuracy of Client’s Plans

The plans, specifications (including CAD plans) and other information provided by the Client to VP are accurate. The Client acknowledges and agrees that in the event that any plans, specifications (including CAD plans) or information provided by the Client is inaccurate:

VP accepts no responsibility or liability for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information;

VP is entitled to suspend or terminate the supply of Goods or Services to the Client if there is a material change to the scope of Services as a result of inaccurate plans, specifications or other information;

VP will not be liable to the Client for any loss or damage the Client suffers because VP has exercised its rights under this clause.

Proofs and Prototype Samples

Where printed proofs or prototypes are required, these will be included in the Price and shall be provided as either a digital proof or a physical prototype. Any additional prototype samples will be subject to an extra cost and will be charged in accordance with clause 2.

The Client acknowledges and agrees that where VP is requested to create a new product and carry out necessary testing, then all associated costs over and above any agreed unit Price shall be borne by the Client and invoiced as an extra in accordance with clause 2.

Where printing in Pantone PMS and four (4) colour process, the final result may vary from the digitally printed proof due to the difference in the two print processes. The digitally printed proof should only be relied upon to show that all elements of the design are included in the final pdf and that all content is correct.

VP shall be under no liability whatever to the Client for any variation (beyond the reasonable control of VP) in colours between the approved prototype and the finished Goods.

Printing includes all processes involved in re-producing an image from electronic file onto any item.

Every effort and care shall be taken by VP to:

carry out the instructions of the Client, it is the Clients responsibility to undertake a final proof reading of the Goods. VP shall be under no liability whatever for any errors not corrected by the Client in the final proof reading. Should the Clients alterations require additional proofs this shall be invoiced as an extra; and

match colour. VP can not guarantee the finished product will exactly match samples provided, colour breakdown or printed proofs because of variations in proof preparation, print methods and substrates.

In accordance with clause 1, digital files shall remain the property of Virtual print until the Client has paid in full.

Client’s Property and Material Supplied by Client

Where the Client supplies materials, adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Client in writing. An additional charge may be made by VP in respect of any such counting or checking requested by the Client.

In the case of property and materials left with VP without specific instructions, VP shall be free to dispose of them at the end of twelve (12) months after his receiving them and to accept and retain the proceeds, if any, to cover his own costs in holding and handling them.

Where materials or equipment are supplied by the Client, VP accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials or equipment (including but not limited to the Client failing to retain copies of the materials or equipment supplied and such materials or equipment is supplied by the Client to VP at the Client’s sole risk.)

Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client deemed necessary by VP to ensure correctly finished work shall be invoiced as an extra.

Copy

The Client acknowledges that all Copy supplied to VP is subject to the approval of VP and may, regardless of prior approval, be rejected and removed by VP.

The Client warrants that all Copy supplied to VP to be used for the supply of Goods:

that they are happy with the dimensions of the Copy. VP will take no responsibility for the composition, colour, lighting or location of the Copy, text or logos on the final product;

must be a minimum resolution of three hundred dots per inch (300dpi);

does not contain Prohibited Content; and

shall be in the form, and delivered up to VP by the date, specified thereby. If the Client fails to adhere to this sub-clause, VP shall not be liable to the Client in the event VP is unable to supply the Goods;

The Client shall indemnify, and keep indemnified, VP at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against VP, or incurred or become payable by VP, resulting or arising from the Client being in breach of clause 1.

Title

VP and the Client agree that ownership of the Goods shall not pass until:

the Client has paid VP all amounts owing to VP; and

the Client has met all of its other obligations to VP.

Receipt by VP of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 1:

the Client is only a bailee of the Goods and must return the Goods to VP on request;

the Client holds the benefit of the Client’s insurance of the Goods on trust for VP and must pay to VP the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;

the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for VP and must pay or deliver the proceeds to VP on demand;

the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of VP and must sell, dispose of or return the resulting product to VP as it so directs;

the Client irrevocably authorises VP to enter any premises where VP believes the Goods are kept and recover possession of the Goods;

VP may recover possession of any Goods in transit whether or not Delivery has occurred;

the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of VP; and

VP may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.

Personal Property Securities Act 1999 (“PPSA”)

Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:

these terms and conditions constitute a security agreement for the purposes of the PPSA; and

a security interest is taken in all Goods that have previously been supplied and that will be supplied in the future by VP to the Client, and the proceeds from such Goods as listed by VP to the Client in invoices rendered from time to time.

The Client undertakes to:

sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which VP may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

indemnify, and upon demand reimburse, VP for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;

not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods or the proceeds of such Goods in favour of a third party without the prior written consent of VP; and

immediately advise VP of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.

Unless otherwise agreed to in writing by VP, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.

The Client shall unconditionally ratify any actions taken by VP under clauses 1 to 16.3.

Subject to any express provisions to the contrary (including those contained in this clause 16), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.

Security and Charge

In consideration of VP agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, and the Client grants a security interest in all of its present and after-acquired property, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money). The terms of the charge and security interest are the terms of Memorandum 2018/4344 registered pursuant to s.209 of the Land Transfer Act 2017.

The Client indemnifies VP from and against all VP’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising VP’s rights under this clause.

The Client irrevocably appoints VP and each director of VP as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 17 including, but not limited to, signing any document on the Client’s behalf.

Defects, Returns and Warranties

The Client shall inspect the Goods on delivery and shall within seven (7) days of delivery (time being of the essence) notify VP of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford VP an opportunity to inspect the Goods within a reasonable time following delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which VP has agreed in writing that the Client is entitled to reject, VP’s liability is limited to either (at VP’s discretion) replacing the Goods or repairing the Goods.

Goods will not be accepted for return other than in accordance with 1 above, and provided that:

VP has agreed in writing to accept the return of the Goods; and

the Goods have not been processed; and

the Goods are returned to VP at the Client’s cost within ten (10) days of the Delivery date; and

any typing, colour, image or design errors that was introduced by the Client in the document creation process.

If VP accepts that the Client is entitled to reject the Goods following their return pursuant to clause 2(c):

VP will reimburse the Client’s actual and reasonable costs of return Delivery; and

VP shall be entitled to dispose of the damaged Goods for the Client to receive a reprint or refund.

Subject to clause 1, non-stocklist items or Goods made to the Client’s specifications are not acceptable for credit or return.

To the extent permitted by statute, no warranty is given by VP as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. VP shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.

Consumer Guarantees Act 1993 and the Fair Trading Act 1986

If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 (“CGA”) do not apply to the supply of Goods by VP to the Client.

VP agrees to abide by the provisions of the Fair Trading Act 1986 (“FTA”).

Intellectual Property

Where VP has designed, drawn or developed Goods for the Client, then the copyright in any designs and drawings and documents shall remain the property of VP. Under no circumstances may such designs, drawings and documents be used without the express written approval of VP.

The Client warrants that all designs, specifications or instructions given to VP will not cause VP to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify VP against any action taken by a third party against VP in respect of any such infringement.

The Client agrees that VP may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which VP has created for the Client.

Default and Consequences of Default

Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at VP’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

If the Client owes VP any money the Client shall indemnify VP from and against all costs and disbursements incurred by VP in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, VP’s collection agency costs, and bank dishonour fees).

Further to any other rights or remedies VP may have under this Contract, if a Client has made payment to VP, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by VP under this clause 21 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.

Without prejudice to VP’s other remedies at law VP shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to VP shall, whether or not due for payment, become immediately payable if:

any money payable to VP becomes overdue, or in VP’s opinion the Client will be unable to make a payment when it falls due;

the Client has exceeded any applicable credit limit provided by VP;

the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

Cancellation

Cancellation of orders for Goods will not be accepted once an order has been placed and production has commenced.

In the event that production has been stopped and only part of the job have been completed, the Client may pay a discounted rate for only the amount of time and materials of the production. VP shall not be liable to absorb these costs or reprint items due to Client error.

Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those relating to payment) under these terms and conditions the other party may suspend or terminate the supply of Services or purchase of Goods to the other party. Neither party will be liable for any loss or damage the other party suffers because one of the parties has exercised its rights under this clause.

If VP, due to reasons beyond VP’s reasonable control, is unable to the deliver any Goods and/or Services to the Client, VP may cancel any Contract to which these terms and conditions apply or cancel Delivery of Goods and/or Services at any time before the Goods and/or Services are delivered by giving written notice to the Client. On giving such notice VP shall repay to the Client any money paid by the Client for the Goods and/or Services. VP shall not be liable for any loss or damage whatsoever arising from such cancellation.

The Client may cancel Delivery of the Goods and/or Services by written notice served within twenty-four (24) hours of placement of the order. Failure by the Client to otherwise accept Delivery of the Goods and/or Services shall place the Client in breach of this Contract.

Privacy Policy

All emails, documents, images or other recorded information held or used by VP is “Personal Information” as defined and referred to in clause 3 and therefore considered confidential. VP acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines as set out in the Act. VP acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal Information, held by VP that may result in serious harm to the Client, VP will notify the Client in accordance with the Act.  Any release of such Personal Information must be in accordance with the Act and must be approved by the Client by written consent, unless subject to an operation of law.

Notwithstanding clause 1, privacy limitations will extend to VP in respect of Cookies where the Client utilises VP’s website to make enquiries. VP agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:

IP address, browser, email client type and other similar details;

tracking website usage and traffic; and

reports are available to VP when VP sends an email to the Client, so VP may collect and review that information (“collectively Personal Information”)

If the Client consents to VP’s use of Cookies on VP’s website and later wishes to withdraw that consent, the Client may manage and control VP’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

The Client authorises VP or VP’s agent to:

access, collect, retain and use any information about the Client;

including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice for the purpose of assessing the Client’s creditworthiness; or

for the purpose of marketing products and services to the Client.

disclose information about the Client, whether collected by VP from the Client directly or obtained by VP from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.

Where the Client is an individual the authorities under clause 3 are authorities or consents for the purposes of the Privacy Act 2020.

The Client shall have the right to request (by e-mail) from VP, a copy of the Personal Information about the Client retained by VP and the right to request that VP correct any incorrect Personal Information.

VP will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.

The Client can make a privacy complaint by contacting VP via e-mail. VP will respond to that complaint within seven (7) days of receipt and will take all reasonable steps to make a decision as to the complaint within twenty (20) days of receipt of the complaint. In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Privacy Commissioner at http://www.privacy.org.nz.

Dispute Resolution

If a dispute arises between the parties to this Contract, then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within fourteen (14) days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. The arbitration should be under a single arbitrator agreed upon by both parties, or failing agreement, by two arbitrators (one to be appointed by each party) and their umpire (appointed by them prior to arbitration), such arbitration to be carried out in accordance with provisions of the Arbitration Act 1996.

Service of Notices

Any written notice given under this Contract shall be deemed to have been given and received:

by handing the notice to the other party, in person;

by leaving it at the address of the other party as stated in this Contract;

by sending it by registered post to the address of the other party as stated in this Contract;

if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;

if sent by email to the other party’s last known email address.

Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

Trusts

If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust or as an agent for a trust (“Trust”) then whether or not VP may have notice of the Trust, the Client covenants with VP as follows:

the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust, the trustees and the trust fund;

the Client has full and complete power and authority under the Trust or from the Trustees of the Trust as the case maybe to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust, the trustees and the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;

the Client will not during the term of the Contract without consent in writing of VP (VP will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:

the removal, replacement or retirement of the Client as trustee of the Trust;

any alteration to or variation of the terms of the Trust;

any advancement or distribution of capital of the Trust; or

any resettlement of the trust fund or trust property.

General

The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.

These terms and conditions and any Contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of Hamilton, New Zealand.

Subject to the CGA, the liability of VP and the Client under this Contract shall be limited to the Price.

VP may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent provided the assignment does not cause detriment to the Client.

The Client cannot licence or assign without the written approval of VP.

The Client agrees that VP may amend their general terms and conditions for subsequent future Contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for VP to provide Goods and/or Services to the Client.

Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo, including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc, (“Force Majeure”) or other event beyond the reasonable control of either party. This clause does not apply to a failure by the Client to make any payment due to VP, following cessation of a Force Majeure.

Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.