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1. Introduction

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1.1. The following terms and conditions (“Terms”) apply to all goods sold and Equipment (as listed in the Schedule) leased by Ecosse Business Systems Limited (“Ecosse”; also “us” and “we”) to the Customer, which shall include its employees and agents (as named in the Schedule; also “you” and “your”).

1.2. By accepting our quote, you agree to be bound by these Terms. We may vary these Terms, and they shall apply as at the date of your quote so should be reviewed upon every order.

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2. Prices

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2.1. All prices in these Terms and in our quote are New Zealand dollars and exclude GST and freight/delivery costs. The Customer is responsible for all GST and other taxes.

2.2. The prices given in our quote are available for one month from the date of the quote (“quotation period”), unless otherwise specified. Variations, such as changes to the amount of Equipment ordered (including software programming for Point of Sale) or the duration of the Agreement, may change the price quoted.

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3. Payment

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3.1. Payment for goods or services shall be made in full on or before the 20th day of the month following either the month in which the invoice is issued or the month in which the Customer takes possession of the Equipment, whichever is the earlier (“the due date”).

3.2. Interest may be charged on any account owing after the due date at the rate of 10% per annum calculated daily until payment is made in full.

3.3. Ecosse may terminate its Eftpos and/or Point of Sale service to the Customer if any amounts remain outstanding after the due date.

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4. Services
Lease and Short-Term Hire of Equipment

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4.1. The term of the lease or short-term hire is as set out in the Schedule. If you return the Equipment before the end of the term, we may either charge you for the entire term or amend the pricing to rates that would have applied had the quote been for the shorter duration.

4.2. If you cancel your lease/hire with us before taking possession of the Equipment, we will pass on the costs to you that we incur from our suppliers pursuant to acting upon this agreement.

4.3. The Equipment is to remain the property of Ecosse, and there is no agreement to purchase the Equipment included in any lease or short-term hire. The Customer shall not sell, assign, sublease, lend, or otherwise part with the Equipment. Risk in the Equipment passes to the Customer upon collection or delivery, and the Customer has full responsibility for safekeeping, including where there is no negligence or omission on the part of the Customer.

4.4. You are responsible for ensuring the Equipment is working and fit for purpose prior to use. Ecosse accepts no liability for any loss the Customer incurs due to the Equipment being faulty.

4.5. If Ecosse has to replace the Equipment during the Term due to Customer fault, especially that outlined in clause 5.1, the Customer shall pay the full replacement cost (new list price) of the Equipment if required to do so by Ecosse.

4.6. At the end of the term, you must return the Equipment to Ecosse at 43B Herekino Street, Whangarei by 4.30 pm. Ecosse may charge you $100 per day plus GST on any late returns until the Equipment is returned.

4.7. If the Equipment is returned with a fault or defect, it may be assessed by Ecosse and/or the manufacturer or its domestic agents, and you will be liable for any costs of repair or replacement of the Equipment we deem necessary.

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Services - Eftpos

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4.8. Ecosse shall ensure that when the Customer takes possession and when any maintenance is carried out by Ecosse, the Equipment is compliant with the minimum standards set by the New Zealand payment industry.

4.9. It is the responsibility of the Customer to procure and maintain a working internet or telephone connection. Any transmission errors due to a lack of connectivity are not the responsibility of Ecosse. When a SIM card is used, Ecosse is not responsible for a lack of cellular network coverage, including when the SIM card is supplied by Ecosse. No refunds will be given for a failure to connect to a network.

4.10. Ecosse may provide the use of its merchant number to Customers for a fee. Ecosse holds the funds on trust for the Customer. Prior to the release of the funds, Ecosse will deduct its own fees and any credit card surcharges.

Purchased Equipment - Warranty Period

4.11. All purchased Equipment is covered by a 12-month return-to-base warranty from the date of purchase.

4.12. If replacement Equipment is deemed necessary during the warranty period, the Customer may be responsible for any associated additional costs. Any such costs will be communicated and agreed upon before the replacement is processed.

4.13. The return-to-base warranty covers repairs or replacements needed due to defects in materials or workmanship. It does not cover damage caused by misuse, neglect, or unauthorized modifications.

Post-Warranty Repairs:

4.14. After the expiration of the warranty period, all repair costs, including parts and labor, will be the responsibility of the Customer.

4.15. An estimate of the repair costs will be provided to the Customer for approval before any repair work commences.

4.16. The Company reserves the right to charge a diagnostic fee for assessing equipment issues outside the warranty period, which will be communicated to the Customer in advance.

 

Reporting Defects

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4.17. Customers are responsible for promptly reporting any defects or issues with the Equipment to Ecosse customer support.

4.18. Failure to report defects in a timely manner may impact the warranty coverage.

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Limitations:

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4.19. The warranty does not cover damage resulting from accidents, natural disasters, unauthorized repairs, or any other circumstances not directly related to defects in materials or workmanship.

4.20. The Company reserves the right to void the warranty if the Equipment is found to have been tampered with or modified by unauthorized personnel.

4.21. Other than as provided in these Terms and to the extent permitted by law, we make no representations or warranties, express or implied, in relation to the type, standard, or quality of goods or services that we or a third party may provide. If the goods or services are acquired for the purposes of business, then the Consumer Guarantees Act 1993 will not apply.

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Support - Leased and Short-Term Hire of Equipment

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4.22. Ecosse will provide the Customer (only) with ongoing support in relation to the Equipment
(7 am - 9 pm, 7 days). Support can be reached by phoning 09 974 8847. Ecosse will endeavor to respond to all phone calls within an hour.

4.23. If we need to provide support in person, the rates will be as follows: on weekdays from 8 am to 4:30 pm, there is a call-out fee of $95, and the first hour is covered by this fee, with an additional hourly rate of $95; during weekdays from 4:30 pm to 9 pm and on weekends, the call-out fee is $145, and the initial hour of support is also covered by this fee, followed by an hourly rate of $145. Between 8 am and 4:30 pm on weekdays, a minimum charge of 30 minutes, in addition to the call-out fee, is applicable. After 5 pm on weekdays and throughout weekends, a minimum charge of 1 hour, combined with the call-out fee, will be invoiced. Travel outside of 7km Radius from Ecosse Office located at 43b Herekino Street, Whangarei will incur an additional charge of $1.30 per kilometer to the site.

4.24. Customers who use software programming have the option of signing up to preferential “On Support” rates. This will be entered into alongside this agreement, for the term of one year.

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Support - Purchased Equipment

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4.25. If we need to provide support in person, the rates will be: weekdays 8 am – 4:30 pm, call-out fee of $95, weekdays 4:30 pm – 9 pm and weekends, call-out fee of $145. Travel outside of 7km Radius from Ecosse Office located at 43b Herekino Street, Whangarei will incur an additional charge of $1.30 per kilometer to the site.

4.26. If we need to provide phone support, and the customer opts out of “On Support,” the rates will be weekdays 8 am-4:30 pm fee of $95+GST per hour charged in 15-minute blocks; weekdays 4:30 pm-9 pm and weekends fee of $145+GST per hour charged in 15-minute blocks.

 

5. Obligations of the Customer

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5.1. The Customer shall at all times throughout the Term:

a) Only use the Equipment in the manner and for the purpose for which it is designed and in accordance with the manufacturer’s instructions;

b) Take all reasonable care of the Equipment and ensure it is kept secure and free from damage (including from power surges or liquid damage);

c) Give Ecosse prompt notice of any accidental, mechanical, or other damage to or the loss of the Equipment (including the Equipment being dropped);

d) Not alter or modify the Equipment, except as necessary and contemplated by its standard use (e.g., applying software programming);

e) Be liable for any physical damage to the Equipment and pay Ecosse the cost of replacing the Equipment immediately upon demand; and

f) Comply with all laws and regulations in your use of the Equipment.

5.2. You agree to:

a) Inform us of any changes to your banking arrangements to allow us to update your direct debit authorities;

b) Inform us of any change to the nature of your business, including but not limited to a change of address;

c) Inform us of any change to your contact information, including but not limited to a change of email address, contact number, and postal address.

5.3. Possession of the Equipment and risk passes to the Customer upon delivery to the Customer. Delivery of the goods shall be deemed complete when Ecosse delivers the Equipment to the Customer, or the Customer collects the Equipment from Ecosse, or Ecosse gives possession of the Equipment to a common carrier or other bailee for the purpose of transmission to the Customer.

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Personal Guarantee

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5.4. Where the client is a company or trust, Ecosse may require its Directors or trustees to provide a personal guarantee in the form required by Ecosse before the Equipment is hired or leased to the Customer.

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6. Sale of Goods

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6.1. Delivery of the goods shall be deemed complete when the Customer collects the goods, or Ecosse installs the goods, or Ecosse gives possession of the goods for delivery to the Customer, or possession is given to a common carrier or other bailee for the purpose of transmission to the Customer.

6.2. Upon delivery, possession and risk in the goods, but not title, pass to the Customer. Ownership of, or title in, the goods shall not pass to the Customer until the Customer has paid to Ecosse the invoiced price for all goods in the Customer’s possession at the time of payment.

6.3. The Customer shall be deemed to have accepted the goods unless it notifies Ecosse and returns the goods within 14 days of taking possession of the goods. Ecosse may apply a fee for installation or programming work prior to the notice and a restocking penalty that is equivalent to 20% of the quote to the Customer. Ecosse has the right not to accept any goods that are returned after 14 days of the Customer taking possession or that are returned within 14 days but are not returned in a saleable condition.

 

7. Personal Property Securities Act 1999 (PPSA)

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7.1. The Customer agrees that Ecosse may register a financing statement in respect of the Equipment. The costs of registering a financing statement or a financing change statement shall be paid by the Customer.

7.2. In consideration of Ecosse supplying the goods to the Customer at its request, the Customer in signing these Terms:

a) Grants to Ecosse a purchase money security interest (“PMSI”), as defined in the PPSA, in the Equipment or goods sold;

b) Agrees that the Equipment or the goods sold, or proceeds of sale of the same, are subject to the PMSI granted herein and in accordance with these Terms without the need for any further action or agreement by any party;

c) Acknowledges that the Customer has received valuable consideration from Ecosse;

d) Agrees that the PMSI has attached to all goods supplied now or in the future to the Customer and that the attachment of the PMSI has in no way been deferred or postponed; and

e) Agrees that it will promptly on request execute all documents and do anything else reasonably required by Ecosse to ensure that the PMSI created by these Terms constitutes a perfected security interest over all goods supplied.

7.3. The Customer waives the right to receive a copy of the verification statement confirming registration of a financing statement or a financing change statement relating to the security interest.

7.4. Ecosse and the Customer agree that nothing in sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA will apply to these Terms or to a security interest under these Terms.

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8. Information and Privacy Act

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8.1. The Customer authorizes Ecosse to collect, retain, use, and disclose to other parties any information about the Customer for the purpose of assessing the Customer’s creditworthiness and enforcing any rights under these Terms. Where the Customer is a natural person, this authorization is effective for the purpose of the Privacy Act 1993.

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9. Limitation of Liability and Indemnity

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9.1. The liability of Ecosse in respect of all claims for loss, damage, or injury arising from the breach of any of Ecosse’s obligations under this agreement or from any act or omission of Ecosse is limited, in each case, to the value of the goods or services provided by Ecosse to the Customer. Ecosse shall not be liable for indirect or consequential loss or damage, including loss of profits.

9.2. You indemnify us for all costs incurred in recovering any amount owed, including legal and debt collection fees. This clause applies to all of the Terms with particular reference to clauses 3.2 (interest on overdue amounts) and 4.6 (late return fees) and shall continue beyond any cancellation or expiry of this agreement.

9.3. We will not be in breach of these Terms or in any way liable if we are prevented from complying due to any cause not reasonably within our control.

9.4. These terms are subject to the laws of New Zealand. All disputes between the parties shall be determined by the courts of New Zealand, and the parties submit to the exclusive jurisdiction of the same.

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10. Default

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10.1. Ecosse has the right to suspend or cancel in whole or in part any Agreement for the supply of goods or services to the Customer if:

a) The Customer fails to pay any money owing after the due date;

b) The Customer does anything inconsistent with Ecosse’s ownership before making full payment;

c) Any event provided for in the PPSA applies; or

d) If an event occurs that evidences a lack of creditworthiness or solvency on the part of the Customer.

10.2. If Ecosse cancels the Agreement, the Customer must immediately return the Equipment to Ecosse in good repair. If the Equipment is not returned when demanded upon cancellation, then Ecosse may apply its late return penalty of $100 per day plus GST until the Equipment is returned.

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11. Term

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11.1. This Agreement will come into effect from the commencement date shown on the Agreement and will run for an initial term as set out in the Agreement.

11.2. Either party may terminate the Agreement at the end of the Initial Term and each Subsequent Term by giving the other party written notice at least 21 days before the end of the applicable Term.

11.3. If a party does not elect to terminate the Agreement under clause 11.2, the Agreement will be automatically renewed and will continue to roll over for successive periods of 12 months until termination in accordance with these terms.

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12. How can this Agreement be Terminated?

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12.1. You may only terminate this Agreement without incurring the consequences of termination set out in clause 13:

a) In accordance with clause 11.2; or

b) By notice to us within fourteen (14) days of being provided with notice from us of an increase of Charges under clause 14, unless the increase in Charges is aligned to the New Zealand Consumer Price Index.

12.2. If you terminate this Agreement other than as set out in clause 12.1, you authorize us to authorize your Bank to debit your Account and credit us with fees as set out in clause 13.

 

13. Consequences of Termination

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13.1. If you terminate the Agreement other than for reasons set out in Clause 12, you agree to pay the balance of any Charges that would have been payable up to the end of the Current Term.

13.2. Upon termination of the Agreement for any reason, you will no longer be able to use your Equipment to effect transactions on the Eftpos System.

13.3. If you do not return any Equipment, we will continue to charge the Charges until all Equipment is returned.

13.4. We may reclaim any Equipment and for that purpose, we are entitled without notice to use reasonable force to enter, directly or by our authorized agents, any premises where we believe Equipment may be located, without being liable to any person. You must indemnify us for any costs incurred in exercising our right to reclaim the items.

13.5. The Termination of this Agreement by either party shall not affect any obligations owed by you prior to termination (including, without limitation, any outstanding Charges) or after termination (including, without limitation for Outstanding Charges such as equipment identified after its return as having suffered damage for which the customer is usually liable).

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14. Charges

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14.1. After the Initial Term, we retain the right to make adjustments to the charges associated with our goods, equipment, and services.

14.2. The Customer will be provided with written notice before any changes to the charges take effect. This notification is designed to keep our customers well-informed and to allow for a thorough understanding of the modifications.

14.3. The adjusted charges will come into effect on the date specified in the written notice.