1. The information below applies to personal information (information about an identifiable individual) we, EcoCentral Limited, collect about you when you visit and browse our website.
2. When you visit our website, we collect some non-personal information, such as the IP address from which you accessed this website, the date and time you are visiting, the pages you accessed, the type of browser and operating system you use, and terms you use to search for content on our site. This information cannot be used to personally identify you. We use it for the purposes of system administration, auditing use of the site and improving it for different customer profiles, and for our internal reporting.
3. Our website relies on the use of cookies, which are small files stored on the hard drive of your computer. We recommend you enable cookies in order to enjoy our website, but it is up to you whether you enable them or not. Not all features of our site may be available if you do not enable cookies.
4. If you choose to provide us with personal information such as your email address, for example by filling out an electronic query, we will use the information only for the purposes that you authorise it to be used for. We will send you email marketing to that email address if you agree to us doing so. If you wish to unsubscribe from any email marketing communications you have previously agreed we can send you, you can:
   1. follow the unsubscribe instructions in the email; or
   2. phone or write to us using the contact details in that email message.
5. When you provide us with personal information, we are obliged to comply with the provisions of the Privacy Act 1993 (Act). We will collect, hold, use and disclose that information in accordance with the principles set out in the Act. This means we will:
   1. use personal information only for the purpose we collect it for;
   2. retain that information only for so long as necessary to fulfil the purpose for which we have collected it; and
   3. disclose or release it to a third party only where we are required to or we are permitted by law to do so, if you have authorised the release or disclosure, or where it is the purpose (or a directly related purpose) for which the information was collected.
6. If you think we have breached the Act or you would like to find out more about our obligations, information is available on the Privacy Commissioner’s website at www.privacy.org.nz.
7. If you wish to enquire about personal information we hold about you (if any), or wish to opt out of receiving any correspondence from us, you can contact us by emailing admin@ecocentral.co.nz or calling us on +64 3 941 7513.

Disclaimer

1. The information we provide on the website is provided to you in good faith. However, it is only an introduction to the financial products and services we provide only. If you chose to invest with us, your investment will be made on the terms set out in the relevant information memorandum, product disclosure statement or application form. We can accept or decline any offer in our discretion.
2. While we will do our best to make sure that the website is available, we cannot guarantee that it will always be uninterrupted or that your access will be error-free, or that any files available for download will be error-free or free from viruses, faults or defects.
3. Links or references to other websites are provided for your convenience only. Other websites are not under our control. We have not reviewed them and we do not endorse or assume responsibility for the contents of any other website.
4. If you wish to link to this website, you should request our permission. To do so, contact us by emailing admin@ecocentral.co.nz or calling us on +64 3 941 7513. You must not do anything which alters our website or interferes with how it works.

Intellectual Property

1. Unless otherwise shown, we own all the copyright and other intellectual property rights on the material on this website. The material on this site is subject to copyright except where it is otherwise noted. You can use the material for your own personal, non-commercial use provided that you acknowledge the source of the material and that you do not remove any copyright, trade mark or other intellectual property notices contained in the content, but you must not use the material in a misleading way.
2. However, you must not use any of our trade marks in any other way without our permission.

Other

1. New Zealand law governs this website.
2. Changes or updates to the content of this website may occur at any time. These terms may be changed or updated from time to time. Changes may take the form of completely new terms. We will post any changes on this website; any change applies from the date it is posted.

Commercial Terms of Trade

1. Definitions

1. In these Terms:
   1. “Application” means the Application for a Credit Account with EcoCentral Ltd attached to these Terms.
   2. “Credit Account” means the trade credit account established in the name of the Customer by EcoCentral Ltd.
   3. “Credit Limit” means the dollar amount of credit to be made available to the Customer by EcoCentral Ltd under the Credit Account, as notified by EcoCentral Ltd to the Customer from time to time.
   4. “Credit Term” means the term over which the Credit Account will remain open, as determined by EcoCentral Ltd.
   5. “Customer” means the customer named in the Application and where the Customer comprises two or more persons, means those persons jointly and severally.
   6. “Due Date” means the 20th day of the month following the date of issue of an invoice by EcoCentral Ltd.
   7. “Guarantor” means the Guarantor named in the Application and where the Guarantor comprises two or more persons, means those persons jointly and severally.
   8. “Terms” means these terms of trade credit.

2. Use of Credit Account

1. Upon EcoCentral Ltd’s approval of the Customer’s Application (in its sole discretion), EcoCentral Ltd shall notify the Customer of the Credit Limit and Credit Term for the Credit Account. The Customer shall not at any time allow the balance of the Credit Account to exceed the Credit Limit.
2. The Customer shall be liable for all indebtedness arising from any use of the Credit Account by any person including any person purporting to be an employee, agent or representative of the Customer.
3. It shall be the Customer’s responsibility to notify EcoCentral Ltd in writing if any person is no longer authorised to use the Customer’s Credit Account.

3. Payments

1. All amounts charged to the Credit Account and any interest due thereon shall be paid in full by the Customer on or before the Due Date.
2. EcoCentral Ltd shall charge default interest of 2.5% per month calculated on a daily basis on all overdue amounts from the Due Date until the date principal and interest has been paid in full. The charging of default interest does not imply the granting of an extension of credit, and is without prejudice to any other rights of EcoCentral Ltd.
3. EcoCentral Ltd shall recover from the Customer (as a debt owing) all costs incurred in attempting to obtain payment, including legal costs, debt collection costs and administrative charges.
4. Payment received by EcoCentral Ltd from the Customer shall be applied first in payment of interest and costs incurred in debt recovery and then in reduction of principal.
5. All payments made by the Customer shall be made free of any deductions, set off, counterclaim or condition of any kind.
6. If the Customer disputes any item charged to the Credit Account, it must notify EcoCentral Ltd immediately, and not less than seven days prior to the Due Date, and pay the undisputed portion of the Credit Account balance by the Due Date.
7. The price for goods and services EcoCentral Ltd provides the Customer shall be the price prevailing at the time of supply as notified to the Customer from time to time and the Customer agrees to pay the price as charged plus goods and services tax.

4. Default

1. If the Customer breaches any of these Terms and fails to remedy that breach within seven days of receiving notice from EcoCentral Ltd, EcoCentral Ltd may (without prejudice to any other remedies that EcoCentral Ltd may have) suspend or terminate the Credit Account immediately without notice to the Customer.
2. All amounts owing in respect of the Credit Account shall become due and payable immediately to EcoCentral Ltd if:
   1. the Customer’s Credit Account is suspended or terminated in accordance with clause 4.1 above;
   2. any information contained in the Application proves to have been false or misleading;
   3. the Customer enters into a composition with its creditors, becomes insolvent, is declared bankrupt, goes into liquidation, a receiver or manager is appointed in respect of the Customer or if any event similar in nature has occurred; or
   4. the Customer ceases, or threatens to cease, to carry on any material part of its business.

5. Account Closure

1. The Credit Account may be closed by the Customer by written notice to EcoCentral Ltd at any time, and upon payment of any outstanding Credit Account balance.
2. EcoCentral Ltd may close the Credit Account in its discretion by giving notice to the Customer at any time. The Customer must pay the outstanding Credit Account balance by the 20th of the month following the date of closure of the Credit Account (unless the Customer is in default of these Terms, in which case the outstanding Credit Account balance is payable immediately).

6. Compliance by Customer

1. The Customer agrees that for so long as it is a Credit Account Customer of EcoCentral Ltd it will:
   1. comply with the requirements and directions of EcoCentral Ltd in connection with all activities carried out on property owned or controlled by EcoCentral Ltd; and
   2. comply with all applicable statutes, regulations and bylaws relating to its operations, including EcoCentral Ltd’s health and safety in employment policies and procedures, and all relevant industry codes of practice.

7. Indemnity
The Customer shall indemnify EcoCentral Ltd against all claims, penalties, costs, expenses, damages and liabilities, including legal fees, arising out of or connected with a breach by the Customer of these Terms.

8. Variation of Terms
EcoCentral Ltd may, in its sole discretion, vary these Terms from time to time. EcoCentral Ltd shall notify the Customer of any changes to these Terms which shall, from the date of notification, form part of these Terms.

9. Personal Properties Securities Act 1999

1. The Customer acknowledges that:
   1. these Terms of Trade are a security agreement for the purposes of section 36 of the PPSA;
   2. we take a security interest in all goods and services that we have previously supplied to the Customer (if any) and all goods and services that we will supply to the Customer in the future, to secure (with equal priority) payment of all amounts that the Customer owes us;
   3. the security interest will continue until the Customer has paid all amounts owing; and
   4. the Customer waives its right to receive a verification statement under section 148 of the PPSA.
2. The Customer:
   1. will promptly sign any further documents, provide any further information, or do any other things that we reasonably require to maintain the perfection of our security interest (including by registering a financing statement or financing change statement);
   2. indemnify (and if requested reimburse) us for all expenses that we incur in registering a financing statement or financing charge statement or releasing Goods charged by the statement; and
   3. will give us 14 days’ prior written notice of any change in its name, business practice or any other details, and use its best endeavours to ensure that any applicable financing change statement is registered disclosing its new details.
3. To the fullest extent permitted by law, the Customer and we contract out of section 114(1)(a) of the PPSA, and out of the Customer’s rights referred to in sections 107(2)(c), (d), (h), and (i) of the PPSA. If and for so long as we are not the secured party with priority over all other secured parties in respect of any particular goods, the Customer and we agree that section 109(1) of the PPSA does not apply to those particular goods.

10. Assignment

1. EcoCentral Ltd may at any time assign or transfer its rights or obligations (including the right to receive payment) under this Agreement to any other person.
2. The Customer may not assign or transfer any of its rights or obligations in respect of the Credit Account. An assignment for the purposes of this clause shall be deemed to occur upon a change of control in respect of the Customer.

11. Liability

1. In relation to the supply of goods or services by EcoCentral Ltd under these Terms, all warranties (descriptions, representations or conditions) whether implied by law or otherwise are, and all other liability of EcoCentral Ltd, whether in tort (including negligence), contract or otherwise is expressly excluded to the fullest extent permitted by law.
2. In so far as EcoCentral Ltd may be liable notwithstanding clause 11.1, to the extent permitted by law, the total liability of EcoCentral Ltd whether in contract, tort or otherwise for any loss, damage or injury arising directly or indirectly from any defect in goods, any failure in respect of the services supplied (or omitted to be supplied) or any breach of EcoCentral Ltd’s obligations to the Customer is limited to:
   1. the price of the goods or services complained of; or
   2. the cost of repairing or replacing the defective goods or remedying the failure or breach; or
   3. the actual loss or damage suffered by the Customer, whichever is the lesser.
3. Notwithstanding clause 11.2, except where statute expressly requires otherwise, EcoCentral Ltd is not liable in any event for any loss of profits or any consequential, indirect or special damage, loss or injury of any kind suffered by the Customer or any other person.

12. Waiver
EcoCentral Ltd’s failure or delay to exercise or enforce any right under these Terms shall not operate as a waiver of its rights to exercise or enforce such right or any other right in the future.

13. Privacy Act
The Customer and the Guarantor agree that if the provisions of the Privacy Act 1993 are applicable to the Customer and/or the Guarantor, any information about them provided at any time to EcoCentral Ltd may be used by EcoCentral Ltd for any purpose connected with its business including (but not limited to) marketing, debt collection and credit reporting or assessment. EcoCentral Ltd is hereby authorised to provide such information to any external agency or party for credit information and assessment purposes and that agency or party is authorised to use or continue to use such information as part of their business. The Customer and the Guarantor may request access to the information and may request that the information be corrected.

14. Consumer Guarantees
If EcoCentral Ltd is supplying goods or services to the Customer for business purposes, the Customer acknowledges that the Consumer Guarantees Act 1993 does not apply.

15. Confidentiality
The Customer agrees that it will take all steps necessary to ensure that its subcontractors, employees, and agents will, keep strictly confidential the existence and contents of these Terms, except to the extent required by any act, regulation or statutory requirement. EcoCentral Ltd may suspend or terminate the Credit Account immediately upon any breach of this obligation of confidentiality.

16. Notices
All notices are to be delivered by hand or sent by facsimile or mail. In the case of facsimile, the notice will have been received on the business day following its dispatch, and in the case of mail, will be deemed to have been received on the 3rd day following posting. Notices must be given to the parties at their addresses specified on this Application or such other addresses as is advised in writing.

17. Dispute Resolution
If a dispute arises out of or relates to these Terms, the parties agree to meet and discuss in good faith the dispute and endeavour to reach an agreed resolution. If the dispute is not resolved by agreement, the parties agree to resolve the dispute by use of mediation, without prejudice to any other rights held, prior to legal proceedings being commenced. A dispute concerning these Terms shall not prevent the remaining Terms of this Agreement from remaining binding and effective.

18. Governing Law
The laws of New Zealand govern this Agreement.