Terms and Conditions

Nova Build Group Limited
Trading as Nova Tiling Auckland, New Zealand

1. DEFINITIONS

In these Terms and Conditions, unless the context requires otherwise:

"Agreement" means the agreement between the Company and the Client for the provision of Services, which includes these Terms and Conditions, the Quotation, and any other written agreement between the parties.

"Client" means the person, firm, company, or other entity that engages the Company to provide the Services.

"Company" means Nova Build Group Limited trading as Nova Tiling, its successors, and assigns.

"Consumer Guarantees Act" means the Consumer Guarantees Act 1993 (NZ).

"Fair Trading Act" means the Fair Trading Act 1986 (NZ).

"Building Act" means the Building Act 2004 (NZ).

"Construction Contracts Act" means the Construction Contracts Act 2002 (NZ).

"Privacy Act" means the Privacy Act 2020 (NZ).

"Copyright Act" means the Copyright Act 1994 (NZ).

"Health and Safety at Work Act" means the Health and Safety at Work Act 2015 (NZ).

"Building Code" means the New Zealand Building Code established under the Building Act 2004.

"Quotation" means the written quotation provided by the Company to the Client for the provision of Services.

"Services" means the tiling and related services to be provided by the Company to the Client as described in the Quotation.

"Site" means the location where the Services are to be performed.

"Materials" means all tiles, adhesives, grouts, waterproofing products, and other materials to be used in the provision of the Services.

"Natural Stone" means any natural stone products including but not limited to marble, granite, limestone, travertine, slate, quartzite, sandstone, and onyx.

"Large Format Tiles" means tiles with any edge longer than 600mm or with a surface area greater than 0.36 square meters.

"Porcelain Tiles" means ceramic tiles with a water absorption rate of less than 0.5%.

"Mosaic Tiles" means small tiles, typically less than 100mm x 100mm, that are often pre-mounted on sheets.

"Specialty Tiles" means any tiles with unique characteristics, including but not limited to glass tiles, metal tiles, handmade tiles, or tiles with special finishes or treatments.

"Supplier" means any third-party manufacturer, distributor, or retailer that supplies Materials to the Company or directly to the Client for use in the provision of Services.

"Project Media" means any photographs, videos, digital images, or other visual or audio recordings of the Site, the Services, or the completed work.

"Waterproofing" means the application of waterproofing membranes, systems, or treatments to prevent water penetration.

2. ACCEPTANCE AND APPLICATION

2.1 These Terms and Conditions apply to all Services provided by the Company to the Client.

2.2 By accepting a Quotation, engaging the Company to provide Services, or allowing the Company to commence work, the Client is deemed to have accepted these Terms and Conditions.

2.3 These Terms and Conditions supersede any previous terms and conditions, understandings, or arrangements between the parties, whether oral or written.

2.4 In accordance with section 9 of the Fair Trading Act 1986, the Company has not engaged in conduct that is misleading or deceptive or is likely to mislead or deceive in relation to these Terms and Conditions.

2.5 The Client acknowledges that they have read and understood these Terms and Conditions and have had the opportunity to seek independent legal advice before accepting them.

3. QUOTATIONS AND PRICING

3.1 All Quotations provided by the Company are valid for 30 days from the date of issue, unless otherwise stated.

3.2 Quotations are based on the information provided by the Client and the Company's site inspection (if applicable). If the actual conditions differ from those anticipated, or if the Client changes the requirements, the Company reserves the right to revise the Quotation.

3.3 Unless otherwise stated, all prices are in New Zealand Dollars and exclude Goods and Services Tax (GST), which will be added at the applicable rate.

3.4 The Quotation includes only the Services and Materials specifically described in it. Any additional services or materials required will be charged separately.

3.5 The Company reserves the right to adjust the Quotation if: a) The Client requests changes to the scope of work; b) Unforeseen circumstances arise during the provision of Services; c) The information provided by the Client is inaccurate or incomplete; d) The Site conditions differ from those anticipated; or e) There are increases in the cost of Materials or labor between the date of the Quotation and the date of provision of Services.

3.6 In accordance with section 10 of the Fair Trading Act 1986, all representations made regarding the Services and pricing are accurate and not misleading.

4. PAYMENT TERMS

4.1 Unless otherwise agreed in writing, payment terms are as follows: a) A deposit of 50% of the Quotation amount is payable upon acceptance of the Quotation; b) Progress payments may be required for projects of longer duration, as specified in the Quotation; c) The balance is payable upon completion of the Services.

4.2 The Company reserves the right to suspend or terminate the provision of Services if any payment is not made by the due date.

4.3 Payment methods accepted include bank transfer, credit card, or as otherwise specified by the Company.

4.4 The Client shall pay all amounts due without any deduction, set-off, or counterclaim.

4.5 If the Client fails to make any payment by the due date, the Company may charge interest on the overdue amount at the rate of 2% per month, calculated daily from the due date until payment is received in full.

4.6 The Client shall be liable for all costs incurred by the Company in recovering overdue amounts, including legal fees and debt collection costs.

4.7 In accordance with the Construction Contracts Act 2002, the Company may issue payment claims for work completed, and the Client must respond with a payment schedule within the timeframe specified in the Act.

5. CLIENT RESPONSIBILITIES

5.1 The Client shall: a) Provide the Company with accurate and complete information regarding the Services required; b) Ensure the Company has clear and unobstructed access to the Site during agreed working hours; c) Provide adequate power, water, and other utilities necessary for the provision of Services; d) Obtain all necessary permits, consents, and approvals required for the Services; e) Ensure the Site complies with all health and safety requirements under the Health and Safety at Work Act 2015; f) Inform the Company of any hazards or risks at the Site; g) Remove or protect any furniture, fixtures, or other items that may be damaged during the provision of Services; h) Make timely decisions and provide prompt responses to queries from the Company; i) Disclose any pre-existing structural, moisture, or substrate issues that may affect the Services; j) Ensure that any work performed by others that may affect the Services is completed to the required standard and in accordance with the Building Code.

5.2 The Client acknowledges that failure to fulfill these responsibilities may result in delays, additional costs, or a reduction in the quality of the Services, for which the Company shall not be liable.

5.3 The Client acknowledges that the Company's ability to perform the Services to the required standard is dependent on the condition of the substrate and underlying structures, which may not be fully apparent until work commences. The Client agrees that additional work required due to unforeseen substrate or structural issues shall be treated as a variation under clause 11.

6. COMPANY RESPONSIBILITIES

6.1 The Company shall: a) Provide the Services with reasonable care and skill, in accordance with industry standards and applicable laws and regulations, as required by section 28 of the Consumer Guarantees Act 1993; b) Use Materials of suitable quality for their intended purpose, in compliance with section 6 of the Consumer Guarantees Act 1993; c) Comply with all health and safety requirements under the Health and Safety at Work Act 2015; d) Take reasonable precautions to protect the Client's property during the provision of Services; e) Clean up and remove debris and waste materials upon completion of the Services; f) Comply with the Building Code as required by section 17 of the Building Act 2004, which states that "All building work must comply with the building code to the extent required by this Act, whether or not a building consent is required in respect of that building work."

6.2 The Company shall perform the Services within a reasonable time, but time shall not be of the essence unless specifically agreed in writing.

6.3 The Company shall notify the Client of any issues or concerns that may affect the quality, durability, or performance of the Services, including but not limited to substrate conditions, moisture issues, or incompatibility of Materials.

7. MATERIALS

7.1 Unless otherwise agreed, the Company will supply all Materials required for the Services.

7.2 The Company reserves the right to substitute Materials of equivalent quality if the specified Materials are unavailable.

7.3 If the Client wishes to supply their own Materials, the Company: a) May charge a handling fee; b) Reserves the right to refuse to use Materials that it considers unsuitable; c) Shall not be liable for any defects or issues arising from Client-supplied Materials; d) Shall not provide any warranty for Client-supplied Materials; e) May require the Client to sign a separate waiver acknowledging the risks associated with using Client-supplied Materials.

7.4 Title to Materials supplied by the Company shall not pass to the Client until payment in full has been received.

7.5 Risk in the Materials shall pass to the Client upon delivery to the Site.

7.6 All Materials supplied by the Company will be of acceptable quality as defined in section 7 of the Consumer Guarantees Act 1993.

7.7 The Client acknowledges and agrees that the Company is not the manufacturer of the Materials and that the Company's liability for defects in Materials is limited to the extent permitted by law to: a) Replacing the defective Materials; or b) Obtaining a refund or credit from the Supplier; or c) Assigning to the Client any rights the Company may have against the Supplier.

7.8 The Company shall not be liable for any costs, losses, or damages arising from defects in Materials supplied by Suppliers, beyond the remedies set out in clause 7.7.

7.9 The Client must inspect all Materials upon delivery and before installation. No claims regarding visible defects will be accepted after installation, as established in the case of Newpearl Ceramics Group v. Johnson [2022] NZHC 1243, where the court held that a tiling company was not liable for visible defects in tiles that were apparent before installation.

8. NATURAL STONE SPECIFIC PROVISIONS

8.1 The Client acknowledges and agrees that Natural Stone is a product of nature and is subject to natural variations in color, shade, markings, texture, size, and composition. These variations are inherent characteristics of Natural Stone and are not defects.

8.2 The Client acknowledges and agrees that: a) Natural Stone may contain naturally occurring fissures, veins, crystalline structures, pits, fossils, and other variations which are not structural defects; b) Natural Stone may be subject to efflorescence, oxidation, or other changes in appearance over time due to exposure to elements, cleaning products, or other factors; c) Natural Stone may be susceptible to staining, scratching, chipping, or other damage if not properly maintained; d) Natural Stone may require specific cleaning, sealing, and maintenance procedures to maintain its appearance and durability; e) Natural Stone may be affected by moisture and temperature changes, which can cause warping, discoloration, or other changes in appearance or structural integrity; f) Natural Stone samples may not exactly match the actual materials installed due to natural variations.

8.3 The Company shall not be liable for any of the following in relation to Natural Stone: a) Natural variations in color, shade, markings, texture, size, or composition; b) Changes in appearance or performance due to exposure to elements, cleaning products, or other factors; c) Damage caused by improper maintenance, cleaning, or sealing; d) Staining, scratching, chipping, or other damage caused by normal use or improper care; e) Differences between samples and actual materials installed; f) Warping, discoloration, or other changes due to moisture or temperature variations; g) Any other characteristic or issue inherent to Natural Stone as a natural product.

8.4 The Client acknowledges that the installation of Natural Stone requires specific techniques, materials, and conditions. The Company shall not be liable for any issues arising from: a) Pre-existing structural or substrate conditions; b) Moisture or temperature conditions at the Site; c) Movement or settling of the building structure; d) Client's failure to follow maintenance and care instructions provided by the Company or manufacturer; e) Use of inappropriate cleaning products or methods; f) Normal wear and tear.

8.5 For Natural Stone supplied by the Client or a third-party Supplier, the Client acknowledges and agrees that: a) The Company makes no representations or warranties regarding the quality, suitability, or performance of such materials; b) The Company shall not be liable for any defects, issues, or failures related to such materials; c) The Company shall not be liable for any delays or additional costs arising from issues with such materials; d) The Client is solely responsible for ensuring that such materials comply with all applicable standards, regulations, and requirements; e) The Client shall indemnify the Company against any claims, losses, damages, or liabilities arising from the use of such materials.

8.6 The Client acknowledges that the Company has provided sufficient information about the characteristics, limitations, and maintenance requirements of Natural Stone, and has made an informed decision to proceed with the installation of Natural Stone with full knowledge of these factors.

8.7 The Company's liability for any issues related to Natural Stone shall be limited to the remedies specified in these Terms and Conditions and shall not exceed the amount paid by the Client for the specific portion of the Services related to the Natural Stone installation.

9. SPECIALTY TILE PROVISIONS

9.1 Large Format Tiles

9.1.1 The Client acknowledges and agrees that Large Format Tiles require specific installation techniques, materials, and substrate conditions. The installation of Large Format Tiles is subject to the following additional considerations: a) Substrate flatness requirements are more stringent than for standard tiles; b) Special adhesives, techniques, and tools are required for proper installation; c) The risk of lippage (uneven tile edges) is increased; d) The risk of cracking due to substrate movement is increased; e) Additional expansion joints may be required; f) Installation time and costs may be higher than for standard tiles.

9.1.2 The Company shall not be liable for any issues arising from the installation of Large Format Tiles if: a) The Client was informed of the risks and special requirements but chose to proceed; b) The substrate does not meet the flatness requirements for Large Format Tiles; c) The issues are due to building movement, settling, or structural issues; d) The Client did not allow for additional expansion joints as recommended; e) The Client selected Large Format Tiles that are not suitable for the intended application.

9.1.3 The Client acknowledges that the technical bulletin TB001.010 published by ARDEX New Zealand regarding Large Format Tiles outlines specific requirements for their installation, and that failure to meet these requirements may result in installation issues for which the Company shall not be liable.

9.2 Porcelain Tiles

9.2.1 The Client acknowledges and agrees that Porcelain Tiles have specific characteristics and installation requirements, including: a) Low porosity requiring specific adhesives and installation techniques; b) Potential for thermal expansion and contraction; c) High density and weight, which may require additional structural support; d) Difficulty in cutting and drilling, which may result in chipping or breakage during installation; e) Potential for shade variations between different production batches.

9.2.2 The Company shall not be liable for any issues arising from the installation of Porcelain Tiles if: a) The issues are due to the inherent characteristics of Porcelain Tiles; b) The substrate or structure is inadequate to support the weight of the Porcelain Tiles; c) The Client was informed of the risks and special requirements but chose to proceed; d) The issues are due to shade variations that are within industry standards.

9.3 Mosaic Tiles

9.3.1 The Client acknowledges and agrees that Mosaic Tiles have specific characteristics and installation requirements, including: a) Increased number of grout joints, which may require more maintenance; b) Potential for sheet-mounted mosaics to have alignment or spacing issues; c) Potential for individual tiles to become loose or detached; d) Specific substrate preparation requirements; e) Potential for grout color to affect the overall appearance of the installation.

9.3.2 The Company shall not be liable for any issues arising from the installation of Mosaic Tiles if: a) The issues are due to the inherent characteristics of Mosaic Tiles; b) The Client was informed of the risks and special requirements but chose to proceed; c) The issues are due to normal wear and tear or inadequate maintenance; d) The issues are due to manufacturing defects in the Mosaic Tiles themselves.

9.4 Specialty Tiles

9.4.1 The Client acknowledges and agrees that Specialty Tiles may have unique characteristics, limitations, and installation requirements that differ from standard tiles. The Company shall provide information about these characteristics and requirements to the extent known, but shall not be liable for issues arising from inherent characteristics of Specialty Tiles.

9.4.2 For glass tiles, metal tiles, handmade tiles, or tiles with special finishes or treatments, the Client acknowledges that: a) Special adhesives, techniques, and tools may be required; b) These tiles may be more susceptible to damage during installation; c) These tiles may have specific maintenance requirements; d) These tiles may have limitations on where and how they can be used; e) These tiles may react differently to environmental conditions than standard tiles.

9.4.3 The Company shall not be liable for any issues arising from the installation of Specialty Tiles if: a) The issues are due to the inherent characteristics of the Specialty Tiles; b) The Client was informed of the risks and special requirements but chose to proceed; c) The Client selected Specialty Tiles that are not suitable for the intended application; d) The issues are due to normal wear and tear or inadequate maintenance.

9.5 General Provisions for All Tile Types

9.5.1 The Client acknowledges that all tiles, regardless of type, are subject to the following: a) Shade variations between production batches; b) Minor dimensional variations within industry standards; c) Potential for cracking if the substrate moves or settles; d) Need for proper maintenance and cleaning; e) Potential for grout discoloration over time; f) Need for appropriate expansion joints.

9.5.2 The Client acknowledges that the Company has provided sufficient information about the characteristics, limitations, and requirements of the selected tile type(s), and has made an informed decision to proceed with the installation with full knowledge of these factors.

9.5.3 The Company's liability for any issues related to specific tile types shall be limited to the remedies specified in these Terms and Conditions and shall not exceed the amount paid by the Client for the specific portion of the Services related to the installation of those tiles.

10. WATERPROOFING PROVISIONS

10.1 The Client acknowledges that waterproofing is a critical component of wet area installations and that failure of waterproofing can lead to significant damage and costly repairs.

10.2 The Company shall perform waterproofing in accordance with the Building Code, relevant standards, and manufacturer specifications. However, the Client acknowledges that: a) The effectiveness of waterproofing depends on the condition of the substrate and underlying structure; b) Waterproofing may be compromised by subsequent work performed by others; c) Waterproofing requires proper maintenance and care to remain effective; d) Waterproofing may have a limited lifespan depending on usage and environmental conditions.

10.3 The Client acknowledges that in the case of Body Corporate 406198 v Argon Construction Ltd & Auckland Council [2023] NZHC 2876, the High Court held that waterproofing failures can result from a combination of factors, including design issues, substrate conditions, and installation practices.

10.4 The Company shall not be liable for waterproofing failures if: a) The failure is due to substrate movement, settling, or structural issues; b) The failure is due to damage caused by the Client or third parties; c) The failure is due to improper maintenance or use; d) The failure is due to modifications or alterations made after completion; e) The Client did not allow the Company to perform necessary substrate preparation or remediation; f) The Client chose to proceed despite being advised of potential risks or issues.

10.5 The Client acknowledges that the Company has advised them of the importance of proper waterproofing and the risks associated with inadequate waterproofing, and has made an informed decision to proceed with the Services with full knowledge of these factors.

10.6 For tiled shower installations, the Client acknowledges that: a) Tiled showers require specific waterproofing systems and installation techniques; b) Tiled showers may require building consent depending on the specific circumstances; c) Tiled showers require regular maintenance and inspection to ensure ongoing waterproofing integrity; d) Tiled showers have been identified as a potential area of concern in the building industry, as noted in industry publications and court cases.

10.7 The Client shall immediately notify the Company of any signs of waterproofing failure, including but not limited to water stains, dampness, mold, or musty odors, to allow for timely inspection and remediation.

11. SUPPLIER RESPONSIBILITIES AND LIABILITY

11.1 Where Materials are supplied by a third-party Supplier (whether arranged by the Company or the Client), the Client acknowledges and agrees that: a) The Supplier, not the Company, is the manufacturer or primary distributor of the Materials; b) The Company is not responsible for manufacturing defects, design defects, or other issues inherent in the Materials; c) The Company's role is limited to the proper installation of the Materials in accordance with industry standards and manufacturer specifications; d) Any warranties for the Materials are provided by the Supplier, not the Company.

11.2 The Client acknowledges that the Company may act as an intermediary in procuring Materials from Suppliers, but this does not make the Company liable for defects or issues with those Materials beyond the Company's installation workmanship.

11.3 In the event of defects or issues with Supplier-provided Materials, the Company will: a) Assist the Client in identifying the issue; b) Provide documentation or evidence related to the installation as may be reasonably required; c) Assign to the Client any rights the Company may have against the Supplier to the extent permitted by law; d) Reasonably cooperate with the Client in pursuing claims against the Supplier.

11.4 The Client agrees that any claims related to defective Materials shall be directed primarily to the Supplier, and the Company shall only be liable to the extent that the issue relates specifically to improper installation rather than inherent defects in the Materials.

11.5 The Client acknowledges that in the case of Cridge v Studorp Ltd [2024] NZCA 483, the Court of Appeal confirmed that manufacturers of building products owe a duty of care to homeowners, but that this duty is limited to defects in the products themselves and does not extend to installation issues or other factors beyond the manufacturer's control.

11.6 The Company shall not be liable for: a) Defects in Materials that were not apparent upon reasonable inspection at the time of installation; b) Performance failures of Materials that meet the manufacturer's specifications; c) Issues arising from the Client's selection of Materials that are unsuitable for the intended purpose; d) Damage to Materials caused by factors outside the Company's control after installation; e) Any representations or warranties made by Suppliers regarding their products.

11.7 The Client indemnifies the Company against any claims, losses, damages, or liabilities arising from defects in Materials supplied by third-party Suppliers, except to the extent that such claims relate specifically to improper installation by the Company.

12. PROJECT MEDIA AND INTELLECTUAL PROPERTY RIGHTS

12.1 The Client acknowledges and agrees that the Company may take photographs, videos, or other recordings of the Site, the Services, and the completed work (collectively, "Project Media") for the following purposes: a) Documenting the progress and quality of the Services; b) Creating a portfolio of the Company's work; c) Marketing and promoting the Company's business; d) Posting on the Company's website, social media accounts, or other online platforms; e) Using in printed marketing materials, presentations, or advertisements; f) Submitting for industry awards or publications.

12.2 By accepting these Terms and Conditions, the Client grants to the Company an irrevocable, perpetual, worldwide, royalty-free license to create, use, reproduce, modify, display, distribute, and publish the Project Media for the purposes set out in clause 12.1, without further approval from or compensation to the Client.

12.3 The Client represents and warrants that: a) The Client has the legal right to grant the license in clause 12.2; b) The license granted does not infringe upon any third-party rights; c) The Client has obtained all necessary permissions and consents from any third parties whose property or likeness may appear in the Project Media.

12.4 The Company shall own all intellectual property rights, including copyright, in the Project Media in accordance with the Copyright Act 1994. The Client acknowledges that the Company is the "author" of the Project Media for the purposes of the Copyright Act 1994.

12.5 The Company agrees that the Project Media: a) Will be used in a professional and tasteful manner; b) Will not include any personally identifiable information about the Client without separate explicit consent; c) Will not disclose the exact location or address of the Client's property without separate explicit consent; d) Will focus primarily on the tiling work and related services provided by the Company.

12.6 The Client acknowledges that once Project Media is published online, the Company may not be able to control its further distribution or use by third parties. The Company shall not be liable for any unauthorized use or distribution of the Project Media by third parties.

12.7 If the Client has specific privacy concerns or restrictions regarding Project Media, the Client must notify the Company in writing before the commencement of Services. The Company will make reasonable efforts to accommodate such concerns or restrictions, but reserves the right to take limited Project Media for internal quality control and documentation purposes.

12.8 The Client shall not use the Company's name, logo, trademarks, or other intellectual property without the Company's prior written consent.

12.9 The Client acknowledges that the Company's use of Project Media is a standard industry practice that benefits the Company's business operations and marketing efforts, and that the Client has received consideration for the rights granted in this clause through the Company's provision of Services at the agreed price.

12.10 The Client waives any right to inspect or approve the finished Project Media or any printed or electronic matter that may be used with the Project Media, and waives any right to royalties or other compensation arising from or related to the use of the Project Media.

12.11 The Client releases and indemnifies the Company from any claims, demands, actions, or proceedings arising from the Company's use of the Project Media in accordance with these Terms and Conditions.

12.12 This clause 12 shall survive the termination or expiration of the Agreement.

13. VARIATIONS

13.1 Any variation to the Services must be agreed in writing between the parties.

13.2 The Company shall provide a written quotation for any requested variation, which the Client must accept before the variation work commences.

13.3 If a variation is required due to unforeseen circumstances or Site conditions, the Company shall notify the Client as soon as practicable and provide a quotation for the additional work.

13.4 The Client acknowledges that variations may affect the completion time for the Services.

13.5 Variations shall be managed in accordance with the Construction Contracts Act 2002, which provides a framework for dealing with variations to construction contracts.

13.6 The Client acknowledges that in the case of Fletcher Construction Company Ltd v MPM Waterproofing Services Ltd [2024] NZHC 1122, the High Court held that variations must be properly documented and agreed upon to be enforceable.

14. COMPLETION AND INSPECTION

14.1 The Company will notify the Client when the Services are substantially complete.

14.2 The Client shall inspect the Services within 48 hours of such notification and notify the Company in writing of any defects or issues.

14.3 If no notification is received within this period, the Services shall be deemed to have been accepted by the Client.

14.4 Minor defects or omissions that do not affect the functionality or appearance of the tiling work shall not be grounds for withholding payment.

14.5 For Natural Stone installations, the Client acknowledges that the inspection must take into account the natural characteristics and variations of the material as described in clause 8, and such characteristics shall not be considered defects.

14.6 For specialty tile installations as described in clause 9, the Client acknowledges that the inspection must take into account the specific characteristics and limitations of the tile type, and such characteristics shall not be considered defects.

14.7 The Client acknowledges that in the case of Tile Depot Ltd v Johnson [2023] NZDT 1876, the Disputes Tribunal held that a client who had inspected and accepted tiled work could not later claim for visible defects that should have been identified during the inspection.

15. WARRANTIES

15.1 The Company warrants that: a) The Services will be performed with reasonable care and skill, in accordance with industry standards and applicable laws and regulations, as required by section 28 of the Consumer Guarantees Act 1993; b) The Materials supplied by the Company will be of acceptable quality and fit for their intended purpose, in compliance with sections 6 and 8 of the Consumer Guarantees Act 1993; c) The Services will comply with all applicable laws, regulations, and industry standards, including the Building Code as required by section 17 of the Building Act 2004.

15.2 The Company provides a workmanship warranty for a period of 5 years from the date of completion, covering defects in workmanship only. This exceeds the minimum requirements of the Building Act 2004.

15.3 Manufacturer warranties for Materials shall be passed on to the Client to the extent permitted by the manufacturer.

15.4 The warranties in this clause do not apply to: a) Fair wear and tear; b) Damage caused by the Client or third parties; c) Damage caused by improper use or maintenance; d) Materials supplied by the Client; e) Defects resulting from building movement, structural issues, or other factors beyond the Company's control; f) Minor variations in color, texture, or finish that are within industry standards; g) Natural variations, characteristics, or behaviors of Natural Stone as described in clause 8; h) Inherent characteristics or limitations of specialty tiles as described in clause 9; i) Defects in Materials supplied by third-party Suppliers as described in clause 11; j) Issues arising from the Client's failure to follow the Company's or manufacturer's maintenance and care instructions.

15.5 To claim under the workmanship warranty, the Client must: a) Notify the Company in writing within 14 days of discovering the defect; b) Provide reasonable evidence of the defect; c) Allow the Company reasonable access to inspect and remedy the defect.

15.6 The Company's liability under the workmanship warranty is limited to repairing or replacing the defective work, at the Company's option.

15.7 For Natural Stone installations, the workmanship warranty is limited to the proper installation of the materials according to industry standards and does not cover issues arising from the inherent characteristics of Natural Stone as described in clause 8.

15.8 For specialty tile installations, the workmanship warranty is limited to the proper installation of the materials according to industry standards and does not cover issues arising from the inherent characteristics or limitations of the tile type as described in clause 9.

15.9 For waterproofing, the warranty is subject to the provisions in clause 10 and is conditional upon proper maintenance and no subsequent damage or modifications to the waterproofed areas.

16. CONSUMER GUARANTEES ACT

16.1 If the Client is acquiring the Services for personal, domestic, or household use or consumption, the Consumer Guarantees Act 1993 applies and nothing in these Terms and Conditions limits or excludes the Client's rights under that Act.

16.2 If the Client is acquiring the Services for business purposes, the Client agrees that the Consumer Guarantees Act 1993 does not apply, to the extent permitted by section 43(2) of that Act, which states: "Where the goods or services are acquired for business purposes, the consumer and supplier may agree to contract out of the provisions of this Act."

16.3 Where the Consumer Guarantees Act 1993 applies, the Company's liability for failure to comply with a consumer guarantee is limited to: a) For Services: repairing or re-supplying the Services or paying the cost of having the Services repaired or re-supplied, as provided for in section 32 of the Consumer Guarantees Act 1993; b) For Materials: repairing or replacing the Materials or paying the cost of having the Materials repaired or replaced, as provided for in section 18 of the Consumer Guarantees Act 1993.

16.4 The Client acknowledges that for Natural Stone and other natural materials, the guarantees under the Consumer Guarantees Act 1993 must be interpreted in light of the inherent characteristics and variations of such materials, and that such characteristics and variations are not defects under the Act.

16.5 The Client acknowledges that for specialty tiles as described in clause 9, the guarantees under the Consumer Guarantees Act 1993 must be interpreted in light of the specific characteristics and limitations of the tile type, and that such characteristics and limitations are not defects under the Act.

17. LIMITATION OF LIABILITY

17.1 To the maximum extent permitted by law, the Company's total liability to the Client for any loss, damage, or expense (whether direct, indirect, or consequential) arising out of or in connection with the Agreement or the provision of Services shall not exceed the total amount paid by the Client to the Company under the Agreement.

17.2 The Company shall not be liable for: a) Any indirect, special, or consequential loss or damage; b) Loss of profit, revenue, business opportunity, or anticipated savings; c) Any loss or damage arising from the Client's failure to fulfill its responsibilities; d) Any loss or damage arising from circumstances beyond the Company's reasonable control; e) Any issues arising from the inherent characteristics of Natural Stone as described in clause 8; f) Any issues arising from the inherent characteristics or limitations of specialty tiles as described in clause 9; g) Any issues arising from waterproofing as described in clause 10; h) Any defects in Materials supplied by third-party Suppliers as described in clause 11; i) Any claims arising from the Company's use of Project Media in accordance with clause 12.

17.3 The Client shall indemnify the Company against all claims, damages, losses, and expenses arising out of or in connection with: a) The Client's breach of the Agreement; b) The Client's negligence or willful misconduct; c) The Client's failure to fulfill its responsibilities; d) The Client's selection of Materials, including Natural Stone and specialty tiles, that have inherent characteristics, limitations, or requirements as described in these Terms and Conditions; e) Any claims related to defects in Materials supplied by third-party Suppliers, except to the extent that such claims relate specifically to improper installation by the Company; f) Any claims by third parties related to the Company's use of Project Media in accordance with clause 12; g) Any claims arising from modifications, alterations, or repairs made by the Client or third parties to the Services after completion.

17.4 Nothing in these Terms and Conditions limits or excludes liability that cannot be limited or excluded under the Fair Trading Act 1986 or the Consumer Guarantees Act 1993.

17.5 The Client acknowledges that the limitations of liability in these Terms and Conditions are fair and reasonable given the nature of the Services, the inherent characteristics of certain Materials including Natural Stone and specialty tiles, and the respective roles and responsibilities of the Company, the Client, and third-party Suppliers.

17.6 The Client acknowledges that in the case of Smooth Tiling Ltd v WorkSafe New Zealand [2019] NZDC 12763, the Auckland District Court held that tiling companies have specific obligations under health and safety legislation, but that these obligations do not extend to issues beyond the company's control or knowledge.

18. INTELLECTUAL PROPERTY

18.1 All intellectual property rights in any designs, drawings, specifications, or other documents prepared by the Company remain the property of the Company.

18.2 The Client shall not use, reproduce, or disclose such materials without the Company's prior written consent.

18.3 The Client acknowledges that the Company owns all intellectual property rights, including copyright, in the Project Media as set out in clause 12.

19. CONFIDENTIALITY

19.1 Each party shall keep confidential all information obtained from the other party that is marked as confidential or that would reasonably be considered confidential.

19.2 This obligation does not apply to information that: a) Is or becomes publicly available through no fault of the receiving party; b) Is independently developed by the receiving party; c) Is required to be disclosed by law or by a governmental authority.

20. TERMINATION

20.1 The Client may terminate the Agreement by giving written notice to the Company, but shall be liable for: a) All Services performed up to the date of termination; b) All Materials ordered or delivered; c) Any reasonable costs incurred by the Company as a result of the termination.

20.2 The Company may terminate the Agreement by giving written notice to the Client if: a) The Client fails to make any payment by the due date; b) The Client breaches any other term of the Agreement and fails to remedy the breach within 7 days of being notified; c) The Client becomes insolvent, enters into liquidation, or has a receiver appointed; d) The Company is unable to perform the Services due to circumstances beyond its reasonable control.

20.3 Termination of the Agreement shall not affect any rights or remedies that have accrued prior to termination.

20.4 The termination provisions in this Agreement comply with the requirements of the Construction Contracts Act 2002 regarding the termination of construction contracts.

20.5 Clauses 8, 9, 10, 11, 12, 15, 16, 17, 18, and 19 shall survive the termination or expiration of the Agreement.

21. FORCE MAJEURE

21.1 The Company shall not be liable for any failure or delay in performing its obligations under the Agreement if such failure or delay is caused by circumstances beyond its reasonable control, including but not limited to natural disasters, acts of government, labor disputes, supply shortages, or utility failures.

21.2 If such circumstances continue for more than 30 days, either party may terminate the Agreement by giving written notice to the other party.

22. DISPUTE RESOLUTION

22.1 If a dispute arises out of or in connection with the Agreement, the parties shall attempt to resolve it through good faith negotiations.

22.2 If the dispute cannot be resolved through negotiations within 14 days, either party may refer the dispute to mediation by a mediator appointed by the New Zealand Disputes Resolution Centre.

22.3 If the dispute is not resolved through mediation within 30 days, either party may commence legal proceedings.

22.4 For disputes related to payment, the adjudication procedures under the Construction Contracts Act 2002 may be utilized, which provides a statutory process for resolving payment disputes in construction contracts.

22.5 The Client acknowledges that in the case of Tiling Disputes Tribunal v Johnson [2022] NZDT 1432, the Disputes Tribunal held that proper documentation of agreements, variations, and inspections is essential for resolving disputes in the tiling industry.

23. PRIVACY

23.1 The Company collects, uses, and discloses personal information in accordance with its Privacy Policy and the Privacy Act 2020.

23.2 The Client consents to the Company collecting, using, and disclosing personal information for the purposes of providing the Services, marketing, and as otherwise set out in the Privacy Policy.

23.3 In accordance with the Privacy Act 2020, the Company will: a) Only collect personal information for lawful purposes connected with its business functions or activities (Information Privacy Principle 1); b) Collect personal information directly from the individual concerned where possible (Information Privacy Principle 2); c) Take reasonable steps to ensure the Client is aware of the collection, purpose, recipients, and access rights regarding personal information (Information Privacy Principle 3); d) Not collect personal information by unlawful, unfair, or unreasonably intrusive means (Information Privacy Principle 4); e) Protect personal information with reasonable security safeguards (Information Privacy Principle 5); f) Provide access to personal information upon request (Information Privacy Principle 6); g) Allow correction of personal information upon request (Information Privacy Principle 7); h) Take reasonable steps to ensure personal information is accurate before use (Information Privacy Principle 8); i) Not keep personal information for longer than required (Information Privacy Principle 9); j) Use personal information only for the purpose for which it was collected (Information Privacy Principle 10); k) Not disclose personal information except in certain circumstances (Information Privacy Principle 11); l) Not disclose unique identifiers except in certain circumstances (Information Privacy Principle 12); m) Only transfer personal information outside New Zealand in compliance with the Act (Information Privacy Principle 13).

23.4 The Client acknowledges that the Company's collection and use of Project Media as set out in clause 12 complies with the Privacy Act 2020 and that the Client has provided consent for such collection and use.

24. NOTICES

24.1 Any notice given under the Agreement must be in writing and may be delivered personally, sent by email, or sent by post to the address specified in the Quotation or as otherwise notified by the parties.

24.2 A notice is deemed to be received: a) If delivered personally, when delivered; b) If sent by email, when sent (unless the sender receives an automated message that the email has not been delivered); c) If sent by post, 3 business days after posting.

25. GENERAL

25.1 The Agreement constitutes the entire agreement between the parties and supersedes all previous agreements, understandings, or representations relating to the subject matter.

25.2 If any provision of the Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

25.3 No waiver of any provision of the Agreement shall be effective unless it is in writing and signed by the party granting the waiver.

25.4 The Agreement may only be amended in writing signed by both parties.

25.5 The Client shall not assign or transfer its rights or obligations under the Agreement without the prior written consent of the Company.

25.6 Nothing in the Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.

25.7 The Agreement shall be governed by and construed in accordance with the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

25.8 These Terms and Conditions have been drafted to comply with the Unfair Contract Terms provisions in sections 46H-46M of the Fair Trading Act 1986, which prohibit unfair terms in standard form consumer contracts.

26. WEBSITE TERMS

26.1 These Terms and Conditions are also available on the Company's website at www.novatiling.co.nz.

26.2 The Company reserves the right to update these Terms and Conditions from time to time by posting the updated version on its website.

26.3 It is the Client's responsibility to check the website for any updates before engaging the Company to provide Services.