1. Definitions

1.1. Company/We/Us shall mean ThingsDigital Limited and its successors and assigns.
1.2. Customer/You shall mean the purchaser of goods and services from the Company or any person acting on
behalf of and with the authority of the Customer.
1.3. Guarantor means that person (or persons) or entity that agrees to be liable for the debts of the Customer on a
principal debtor basis.
1.4. Goods shall mean all goods supplied by the Company to the Customer (and where the context permits,
includes any supply of Services).
1.5. Services shall mean all services supplied by the Company to the Customer and include any advice or
recommendations (and where the context permits, includes any supply of Goods) as further set out in the Offer
of Services.
1.6. Price means the price payable for the Goods and Services as agreed between the Company and the Customer
subject to clause 3.6 of these terms.

2. Acceptance

2.1. Any instructions received by the Company from the Customer for the supply of Goods or Services shall
constitute acceptance of the terms of trade set out below.
2.2. The terms of trade set out below govern all of the supplies of goods, software and services from the Supplier to
the Customer. They are effective from the date on which the relevant Offer of Service is signed and will replace
all earlier written or oral agreements and any terms and conditions contained in any document used by you and
purporting to have contractual effect. Your acceptance of any goods or services from us indicates your
continuing acceptance of these terms of trade.
2.3. Where more than one Customer has entered into this agreement, the Customer shall be jointly and severally
liable for all payments due under this agreement.

3. Quotation and Price

3.1. Where a quotation is given by the Company for Goods and Services:
(a) The quotation will be valid for 30 days from the date of issue of the quotation unless otherwise stated.
(b) The quotation shall be exclusive of GST unless otherwise stated.
(c) All goods and services are subject to supplier availability and supplier price variation. If there is a
substantial change, this will necessitate a price review.
3.2. Unless otherwise agreed in writing before you place an order, prices for Goods or Services are those stated in
our price list or otherwise in force at the date when you place the order. Prices are subject to alteration without
notice.
3.3. Unless we state otherwise in writing:
(a) Quoted prices are the New Zealand dollar price exclusive of GST and are valid only for the time stated
on any quotation, or if no time is stated, on the date of quotation only.
3.4. You must pay goods and services tax and any other government duties, levies or taxes in respect of the Goods
or Services.
3.5. The Price shall be as agreed between the Company and the Customer as indicated in the Offer of Service. The
Price may be subject to review by the Company from time to time and any updated price shall be indicated on
invoices provided by the Company to the Customer in respect of Goods and Services supplied.
3.6. The Price may be increased by the amount of any reasonable increase in the cost of supply of the Goods and
Services that is beyond the control of the Company between the date of the contract and delivery of the Goods
and Services.
3.7. Labour costs include any time spent travelling to and from the workshop to the Customer, including any time
taken to procure any materials and goods required for the job.
3.8. The Company’s prices are exclusive of Goods and Services Tax (GST) unless otherwise stated, and the
Customer is required to pay GST in addition to the price.

4. Contract Term, Notice and Termination

4.1. The minimum contract term is six (6) months. This is because significant time and resources are required to onboard
a new customer including a site survey, building a knowledge of documents and procedures, and
configuring proactive monitoring devices.
4.2. The Customer may terminate this contract on one (1) month’s written notice effective from the next monthly
invoice date.
4.3. The Company may terminate this contract on one (1) month’s written notice if the Company determines there
has been a breakdown of the working relationship, including but not limited to instances of unpaid invoices.
4.4. All Customer documentation and passwords will be released to the Customer following termination of this
Contract once all outstanding invoices have been paid.

5. Payment and property

5.1. Accounts are strictly to be paid in full within 7 days following the date of invoice. Payment must be made by
way of cash, cheque, direct credit or any other method as agreed to between the Company and the Customer.
5.2. Payment terms will be stated on each invoice.
5.3. The Company reserves the right to request payment for any Goods and Services prior to the commencement of
works.
5.4. Please pay within the due date to avoid late payment penalty fee (currently 3%).

6. Title

6.1. Title and ownership in any Goods and Services supplied by the Company to the Customer shall not pass to the
Customer until:
(a) The Customer has paid all amounts owing for the particular Goods and Services; and
(b) The Customer has met all other obligations due by the Customer to the Company in respect of all
agreements between the Company and the Customer.
6.2. It is further agreed that:
(a) Until such time as ownership of the Goods shall pass from the Company to the Customer the
Company may give notice in writing to the Customer to return the Goods or any of them to the
Company. Upon such notice the rights of the Customer to obtain ownership or any other interest in the
Goods shall cease.
(b) If the Customer fails to return the Goods to the Company then the Company or the Company’s agent
may enter upon and into land and premises owned, occupied or used by the Customer, or any
premises as the invitee of the Customer, where the Goods are situated and take possession of the
Goods, without being responsible for any damage thereby caused.

7. Personal Property Securities Act 1999 (PPSA)

7.1. Upon agreeing to these terms and conditions in writing the Customer acknowledges and agrees that:
(a) These terms and conditions constitute a security agreement for the purposes of the PPSA; and
(b) A security interest is taken in all Goods previously supplied by the Company to the Customer (if any)
and all Goods that will be supplied in the future by the Company to the Customer during the
continuance of the party’s relationship.
7.2. The Customer undertakes to:
(a) sign any further documents and/or provide any further information, such information to be complete,
accurate and up-to-date in all respects, which the Company may reasonably require to register a
financing statement or financing change statement on the Personal Property Securities Register
(PPSR);
(b) indemnify, and upon demand reimburse, the Company for all expenses incurred in registering a
financing statement or financing change statement on the PPSR or releasing any Goods charged
thereby;
(c) not register a financing change statement or a change demand without the prior written consent of the
Company;
(d) give the Company not less than fourteen (14) days prior written notice of any proposed change in the
Customer’s name and/or any other change in the Customer’s details (including but not limited to,
changes in the Customer’s address, email address, or business practice); and
(e) immediately advise the Company 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.
7.3. The Company and the Customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply
to this agreement.
7.4. The Customer waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of
the PPSA.
7.5. Unless otherwise agreed to in writing by the Company, the Customer waives its right to receive a verification
statement in accordance with section 148 of the PPSA.
7.6. The Customer unconditionally ratifies any actions taken by the Company under and by virtue of the power of
attorney given by the Customer to the Seller under clauses 7.1 to 7.5.

8. Returns

8.1. You acknowledge and agree that returns shall only be accepted by us in accordance with our returns policy as
notified to you from time to time on our website or otherwise in writing, and that you may receive credit for
goods returned only if we have consented in writing.
8.2. However, nothing in these Terms of Trade or in the returns policy will limit or affect any rights that a nonbusiness
consumer may have under the Consumer Guarantees Act 1993.

9. Security and Confidentiality

9.1. You and the Company each separately responsible for the security and secrecy of any usernames and device
passwords.
9.2. The Company undertakes to ensure passwords are not revealed to any unauthorised third parties.
9.3. The Company will ensure that information stored in our knowledge base and ticketing system is protected with
strong passwords and multifactor authentication security measures.
9.4. The information contained in this agreement is confidential to the parties and is not to be shared with third
parties without the express consent of the Company.

10. Remote Management System

10.1. Provision of the Services by the Company requires the Customer to ensure that all Customer devices are
installed with the Company’s preferred remote management software.
10.2. The Customer agrees that throughout the term of this contract, only users who have our remote management
agent installed (a paid service) are eligible for support.

11. Default

11.1. The following shall constitute an event of default by the Customer:
(a) Any amount due to the Company by the Customer becomes overdue, or in the Company’s opinion the
Customer will be unable to pay its debts as they fall due;
(b) The Customer advises that it will not pay any amounts due to the Company by the due date;
(c) the Customer 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;
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of
the Customer or any asset of the Customer,
(e) Any material adverse change in the financial position of the Customer.
11.2. In the event of the Customer being in default then in addition and without prejudice to the Company’s other
remedies at law and under this agreement:
(a) All amounts owing to the Company shall immediately become due and payable;
(b) The Company shall be entitled to cancel all or any part of any order of the Customer which remains
unperformed;
(c) The Customer shall at the Company’s discretion (and without affecting any other right the Company
may have), pay default penalty interest of 5% per month on any amount outstanding to the Company;
and
(d) The Customer shall also be liable to pay any expenses, disbursements or legal expenses incurred by
the Company in the enforcement of any rights contained within this agreement, including any
reasonable solicitor’s fees or debt collection fees.

12. Warranties

12.1. All warranties, terms and conditions (including, without limitation, warranties and conditions as to fitness for
purpose and merchantability), whether express or implied by statute, common law or otherwise, are hereby
excluded to the extent permitted by law.
12.2. The conditions applicable to the warranty given by Clause 11.1 are:
(a) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise
through:
(i) Failure on the part of the Customer to follow any instructions or guidelines provided by the
Company; or
(ii) Any use of any of the Services or software provided by the Company otherwise than for any
application specified on a quote or order form; or
(iii) The continued use of any Services or software provided by the Company after any defect
becomes apparent or would have become apparent to a reasonably prudent operator or user;
or
(iv) Fair wear and tear, any accident or act of God.
(b) The warranty shall cease and the Company shall thereafter in no circumstances be liable under the
terms of the warranty if the workmanship is repaired, altered or overhauled without the Company’s
consent.
(c) In respect of all claims the Company shall not be liable to compensate the Customer for any delay in
either replacing or repairing the workmanship/Goods or in properly assessing the Customer’s claim.
12.3. For software not manufactured by the Company but installed by the Company within the manufacturer’s
specifications and recommendations, the warranty shall be the current warranty provided by the manufacturer of
the software. The Company shall be under no liability whatsoever except for the express conditions as detailed
and stipulated in the manufacturer’s warranty.

13. Consumer Guarantees Act

13.1. If the Customer is acquiring or holding itself out as acquiring Goods or Services under this agreement for
business purposes, then the Consumer Guarantees Act 1993 will not apply.

14. Limitation of Liability

14.1. To the fullest extent permitted by law and notwithstanding any other provision of this agreement, the Company
shall not have any liability or responsibility to the Customer for any loss, damage or injury, whether arising in
contract, tort, equity or otherwise, which does not flow directly or naturally (i.e. in the ordinary course of things)
from a breach of this agreement including, in each case, consequential loss of business or profits or other loss.
14.2. If the Company is held, or found to be liable to the Customer for any matter relating to or arising in connection
with this agreement, or these conditions, the amount of damages recoverable by the Customer shall be limited
to the Customer’s average three month spend with the Company (excluding GST) calculated from the average
monthly spend by the Customer in the preceding 12 months from the claim.

15. Indemnity

15.1. The Customer agrees to indemnify and hold harmless the Company, its directors, employees and agents from
and against any claims, damages, liabilities, costs or expenses (including legal fees) arising from:
(a) Any failure by the Customer to comply with agreed security measures, including but not limited to the
use of multi-factor authentication, patch management, or proper device use;
(b) Any data breach, unauthorised access, or cyber incident arising from the Customer’s actions,
omissions or negligence (including its employees’ behaviour);
(c) Any failure by the Customer to maintain adequate cyber insurance coverage as recommended in the
Offer of Service;
(d) The use of software, hardware, or services not managed or supplied by the Company.

16. Third-party Services and Failures

16.1. The Customers acknowledges that certain services provided by the Company rely on third-party platforms and
vendors (including, but not limited to, Microsoft Office 365, Microsoft Azure, backup provides and anti-virus
providers).
16.2. Company shall not be held liable for:
(a) Any data loss, service outage, security vulnerability or breach resulting from a failure, defect,
misconfiguration, or security lapse in these third-party vendors;
(b) Delays or failures in performance due to actions or omissions by third party providers that affect the
Customer’s access to or use of the services.
16.3. The Customer agrees that their sole remedy for any such third-party failure shall be with the third-party provider,
subject to the terms of that provider.

17. Intellectual Property

17.1. The Customer warrants to the Company that all designs or instructions to the Company will not cause the
Company to infringe any patent, registered design or trademark in execution of the Customer’s order.
17.2. You do not acquire any right, title or interest in any copyright, trademarks, or other intellectual property rights
relating to any of the Services, Goods or software supplied to you by the Company.
17.3. You must not use any intellectual property, including trademarks, which belongs to us or our suppliers or
manufacturers, or cause, assist or permit anything to occur that may interfere with, damage or endanger those
intellectual property rights.
17.4. You must advise us immediately when you become aware of any unauthorised use or attempted use by any
person of our trademarks or other intellectual property rights or those of our suppliers.
17.5. You must ensure that all confidential information we give you is protected and in particular made available to
your employees only on the basis that those employees at all times maintain strict confidentiality.

18. Personal Information

18.1. We will use any personal information that you supply for credit, administration, service and marketing purposes.
You have the right of access to, and to ask for correction of, your personal information.
18.2. You may authorise any person or company to provide us with any information we may require in response to
your application for credit and/or other enquiries, and you authorise us to search the Personal Property
Securities Register for any information about you (or, in the case of a company) your parent or associated
companies.

19. General

20.1. The Company will not be liable for failure to meet its obligations if the failure is brought about by a force majeure
circumstance (i.e. any circumstances outside the Company’s control).
20.2. Except as specifically provided, no amendment to this agreement will be effective unless it is in writing and
signed by both parties.
20.3. No exercise or failure to exercise or delay in exercising any right or remedy by a party shall constitute a waiver
by that party of that or any other right or remedy available to it.
20.4. If any provision of this agreement or its application to any party or circumstance is or becomes invalid or
unenforceable to any extent, the remainder of this agreement and its application shall not be affected and shall
remain enforceable to the greatest extent permitted by law.
20.5. This agreement shall be governed by New Zealand law, and the parties submit to the non-exclusive jurisdiction
of the courts of New Zealand.
20.6. This agreement may be executed in two or more counterparts, all of which together will be deemed to constitute
one and the same agreement. The parties may enter into this agreement by signing a counterpart and sending
it to the other party (including by emailed PDF counterpart).