1. Definitions
    1. “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments expressed to be supplemental to this Contract.
  2. 1.2 “Kale Print” means Kale Print Limited, its successors and assigns or any person acting on behalf of and with the authority of Kale Print Limited.
  3. “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting Kale Print to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:
    • if there is more than one Client, is a reference to each Client jointly and severally; and
  4. if the Client is a partnership, it shall bind each partner jointly and severally; and
  5. if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
  6. includes the Client’s executors, administrators, successors and permitted assigns.
  7. “Goods” means all Goods or Services supplied by Kale Print to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
  8. "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to, this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs, contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history) and pricing details.
  9. “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website, and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when ordering from the website, then the Client shall have the right to enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to ordering Goods via the website.
  10. “Price” means the Price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Goods as agreed between Kale Print and the Client in accordance with clause 5 below.
  11. Acceptance
    1. 2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts Delivery of the Goods.
  12. 2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.
  13. Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
  14. The Client acknowledges that the supply of Goods on credit shall not take effect until the Client has completed a credit application with Kale Print and it has been approved with a credit limit established for the account.
  15. In the event that the supply of Goods request exceeds the Clients credit limit and/or the account exceeds the payment terms, Kale Print reserves the right to refuse Delivery.
  16. Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.
  17. Once accepted by the Client, Kale Print’s written quotation shall be deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, Kale Print shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
  18. In the event that Kale Print is required to provide the Services urgently, that may require Kale Print’s staff to work outside normal business hours (including but not limited to working, through lunch breaks, weekends and/or Public Holidays) then Kale Print reserves the right to charge the Client additional labour costs (penalty rates will apply), unless otherwise agreed between Kale Print and the Client.
  19. The Client acknowledges and agrees that no warranty shall be given or responsibility accepted by Kale Print to ensure that Goods produced comply with the requirements of any legislation relating to the marking and/or labelling and/or packaging of Goods. Compliance with the requirements of any such legislation shall be the sole responsibility of the Client.
  20. Where Kale Print gives advice, recommendations, information, assistance or service to the Client or the Client’s agent, regarding the Goods or Services then it is given in good faith and Kale Print shall not be liable in any way whatsoever for any damages, losses or costs however arising resulting from the Client relying on the same.
  21. Errors and Omissions
    1. The Client acknowledges and accepts that Kale Print shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):
      • resulting from an inadvertent mistake made by Kale Print in the formation and/or administration of this Contract; and/or
    2. contained in/omitted from any literature (hard copy and/or electronic) supplied by Kale Print in respect of the Services.
    3. In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful misconduct of Kale Print; the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.
    4. Change in Control
      1. The Client shall give Kale Print not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address and contact phone or fax number/s, change of trustees or business practice). The Client shall be liable for any loss incurred by Kale Print as a result of the Client’s failure to comply with this clause.
    5. Price and Payment
      1. At Kale Print’s sole discretion the Price shall be either:
        • as indicated on any invoice provided by Kale Print to the Client; or
      2. Kale Print’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of fourteen (14) days.
      3. Kale Print reserves the right to change the Price if a variation to Kale Print’s quotation is requested. Any variation from the plan of scheduled Services or specifications (including, but not limited to, any variation as a result of increases to Kale Print in the cost of materials and labour) will be charged for on the basis of Kale Print’s quotation and will be shown as variations on the invoice. The Client shall be required to respond to any variation submitted by Kale Print within ten (10) working days. Failure to do so will entitle Kale Print to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.
      4. Time for payment for the Goods being of the essence, the Price will be payable by the Client on the date/s determined by Kale Print, which may be:
        • on Delivery of the Goods;
      5. for certain approved Clients, due twenty (20) days following the end of the month in which a statement is delivered to the Client’s address or address for notices;
      6. the date specified on any invoice or other form as being the date for payment; or
      7. failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Kale Print.
      8. Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge per transaction may apply), or by any other method as agreed to between the Client and Kale Print.
      9. Kale Print may in its discretion allocate any payment received from the Client towards any invoice that Kale Print determines and may do so at the time of receipt or at any time afterwards. On any default by the Client Kale Print may re-allocate any payments previously received and allocated. In the absence of any payment allocation by Kale Print, payment will be deemed to be allocated in such manner as preserves the maximum value of Kale Print’s Purchase Money Security Interest (as defined in the PPSA) in the Goods.
      10. 5.6 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by Kale Print nor to withhold payment of any invoice because part of that invoice is in dispute.
      11. Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to Kale Print an amount equal to any GST Kale Print must pay for any supply by Kale Print under this or any other agreement for the sale of the Goods. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included in the Price.
      12. Delivery of Goods
        1. Delivery (“Delivery”) of the Goods is taken to occur at the time that:
          • the Client or the Client’s nominated carrier takes possession of the Goods at Kale Print’s address; or
        2. Kale Print (or Kale Print’s nominated carrier) delivers the Goods to the Client’s nominated address even if the Client is not present at the address.
        3. Delivery of the Goods to a third party nominated by the Client is deemed to be Delivery to the Client for the purposes of this Contract.
        4. At Kale Print’s sole discretion the cost of Delivery is either included in the Price or is in addition to the Price.
        5. Any time specified by Kale Print for Delivery of the Goods is an estimate only. The Client must take Delivery by receipt or collection of the Goods whenever they are tendered for Delivery. Kale Print will not be liable for any loss or damage incurred by the Client as a result of Delivery being late. In the event that the Client is unable to take Delivery of the Goods as arranged then Kale Print shall be entitled to charge a reasonable fee for redelivery and/or storage.
        6. Kale Print may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
        7. The Client shall take Delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that:
          • such discrepancy in quantity shall not exceed five percent (5%) for single colour work and ten percent (10%) for multicolour work; and
        8. the Price shall be adjusted pro rata to the discrepancy.
        9. Risk
          1. Risk of damage to or loss of the Goods passes to the Client on Delivery and the Client must insure the Goods on or before Delivery.
        10. If any of the Goods are damaged or destroyed following Delivery but prior to ownership passing to the Client, Kale Print is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Kale Print is sufficient evidence of Kale Print’s rights to receive the insurance proceeds without the need for any person dealing with Kale Print to make further enquiries.
        11. If the Client requests Kale Print to leave Goods outside Kale Print’s premises for collection or to deliver the Goods to an unattended location then such Goods shall be left at the Client’s sole risk.
        12. In the event the Client requires corrections on and after the first proof including alterations in style, then these corrections shall be charged as a variation to the Price as per clause 5.2 and shall not be deemed a defect.
        13. Kale Print shall be under no liability whatever to the Client for any variation (beyond the reasonable control of Kale Print) in colours between the approved prototype and the finished Goods.
        14. When quotations are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of his original instructions or by the manuscript copy being, in Kale Print’s opinion, poorly prepared or by the Client’s requirements being different from those originally submitted or described, then the cost of such variations may be charged to the Client and shown as extras on the invoice.
        15. All work carried out whether experimentally or otherwise at the Client’s request will be charged to the Client.
        16. Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice.
        17. Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought at its request for the work.
        18. 7.10 Where the performance of any contract with the Client requires Kale Print to obtain Goods or Services from a third party, the contract between Kale Print and the Client shall incorporate and shall be subject to the conditions of supply of such Goods and Services to Kale Print, and the Client shall be liable for the cost in full including Kale Print’s margin of such Goods or Services.
        19. Whilst every care is taken by Kale Print to carry out the instructions of the Client, it is the Client’s responsibility to undertake a final proof reading of the Goods. Kale Print shall be under no liability whatever for any errors not corrected by the Client in the final proof reading. Should the Client’s alterations require additional proofs this shall be invoiced as an extra.
        20. Kale Print is under no obligation to provide samples of Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by Kale Print to match virtual colours with physical colours, Kale Print will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra including return freight, the charge will be contra against final invoice.
        21. While every effort will be taken by Kale Print to match print colours (PMS and CYMK), Kale Print reserves the right to judge defectiveness at Kale Print’s discretion based on industry standards.
        22. Kale Print shall not be held liable for inks wearing off through general wear and tear.
        23. Where the Client supplies materials, adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received unless requested by the Client in writing. An additional charge may be made by Kale Print in respect of any such counting or checking requested by the Client. Furthermore, all paper supplied by the Client for the production of the Client’s Goods shall be subject to a charge for handling, storage and profit as determined by Kale Print.
        24. In the case of property and materials including, but not limited to any origination, plate making, positive or negative film, plates or blocks supplied by the Client that left with Kale Print without specific instructions, Kale Print shall be free to dispose of them at the end of twelve (12) months after receiving them and to accept and retain any proceeds gained from such disposal to cover Kale Print’s costs in holding and handling such items.
        25. The Client acknowledges and agrees that any property supplied to Kale Print by or on behalf of the Client shall be held at Kale Print’s address at the Client’s risk. All care will be taken to secure good results where the materials or equipment are supplied by the Client. If any change or correction is necessary in order to supply property finished work, then the additional work shall be at the Client’s expense and charged for as a variation as per clause 5.2. Where materials or equipment are supplied by the Client for the provision of Services Kale Print shall accept no liability for imperfect work caused by defects in, or the unsuitability of, such materials or equipment for the work.
        26. Unless otherwise:
          • specified, single colour work is quoted on the basis of using black ink. Any changes in the ink required after the quotation shall be charged as a variation to the Price as per clause 5.2;
        27. agreed, where a Price has been quoted at a per page rate of a book, pamphlet or magazine or similar work, every page in the production (including but not limited to cut-flush paper covers) shall be chargeable at the full rate, whether printed or not;
        28. agreed in writing, any typesetting, artwork, colour separation and/or other intermediary material specifically required for the completion of a Client’s order shall be an additional charge.
        29. The Client acknowledges that Goods supplied may exhibit variations in shade, colour, texture, surface and finish, and may fade or change colour over time. Kale Print will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur.
        30. In the event the Client requests the presses to be held, then the Client shall be charged an additional fee for the standing time of the press.
        31. Type may be distributed after the order is complete unless written arrangements have been made to the contrary, if so a rental charge may be levied.
        32. Any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client which is deemed necessary by Kale Print to ensure correctly finished work shall be invoiced as an extra.
        33. Title
          1. Kale Print and the Client agree that ownership of the Goods shall not pass until:
            • the Client has paid Kale Print all amounts owing to Kale Print; and
          2. the Client has met all of its other obligations to Kale Print.
          3. Receipt by Kale Print of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.
          4. It is further agreed that until ownership of the Goods passes to the Client in accordance with clause 8.1:
            • the Client is only a bailee of the Goods and must return the Goods to Kale Print on request;
          5. the Client holds the benefit of the Client’s insurance of the Goods on trust for Kale Print and must pay to Kale Print the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed;
          6. the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Kale Print and must pay or deliver the proceeds to Kale Print on demand;
          7. the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Kale Print and must sell, dispose of or return the resulting product to Kale Print as it so directs;
          8. the Client irrevocably authorises Kale Print to enter any premises where Kale Print believes the Goods are kept and recover possession of the Goods;
          9. Kale Print may recover possession of any Goods in transit whether or not Delivery has occurred;
          10. the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Kale Print;
          11. Kale Print may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client.
          12. Personal Property Securities Act 1999 (“PPSA”)
            1. Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
              • these terms and conditions constitute a security agreement for the purposes of the PPSA; and
            2. a security interest is taken in all Goods and/or collateral (account) – being a monetary obligation of the Client to Kale Print for Services – that have previously been supplied and that will be supplied in the future by Kale Print to the Client.
            3. The Client undertakes to:
              • sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Kale Print may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
            4. indemnify, and upon demand reimburse, Kale Print for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any Goods charged thereby;
            5. not register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods and/or collateral (account) in favour of a third party without the prior written consent of Kale Print; and
            6. immediately advise Kale Print 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. Kale Print and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
            8. The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
            9. Unless otherwise agreed to in writing by Kale Print, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
            10. The Client shall unconditionally ratify any actions taken by Kale Print under clauses 9.1 to 9.5.
            11. Subject to any express provisions to the contrary (including those contained in this clause 9), nothing in these terms and conditions is intended to have the effect of contracting out of any of the provisions of the PPSA.
            12. Security and Charge
              1. In consideration of Kale Print agreeing to supply the Goods, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
            13. The Client indemnifies Kale Print from and against all Kale Print’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Kale Print’s rights under this clause.
            14. The Client irrevocably appoints Kale Print and each director of Kale Print as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 10 including, but not limited to, signing any document on the Client’s behalf.
            15. Defects
              1. The Client shall inspect the Goods on Delivery and shall within ten (10) days of Delivery (time being of the essence) notify Kale Print of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Kale Print an opportunity to inspect the Goods within a reasonable time following Delivery if the Client believes the Goods are defective in any way. If the Client shall fail to comply with these provisions the Goods shall be presumed to be free from any defect or damage. For defective Goods, which Kale Print has agreed in writing that the Client is entitled to reject, Kale Print’s liability is limited to either (at Kale Print’s discretion) replacing the Goods or repairing the Goods. Any claim made after this period shall not be accepted.
            16. Goods will not be accepted for return other than in accordance with 11.1 above, and provided that:
              • Kale Print has agreed in writing to accept the return of the Goods; and
            17. the Goods are returned at the Client’s cost within ten (10) days of the Delivery date; and
            18. Kale Print will not be liable for Goods which have not been stored or used in a proper manner; and
            19. the Goods are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
            20. Warranty
              1. To the extent permitted by statute, no warranty is given by Kale Print as to the quality or suitability of the Goods for any purpose and any implied warranty, is expressly excluded. Kale Print shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof however arising.
            21. Consumer Guarantees Act 1993
              1. If the Client is acquiring Goods for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Goods by Kale Print to the Client.
            22. Intellectual Property
              1. Where Kale Print has designed, drawn or written sketches, dummies, designs or Goods for the Client, then the copyright in those designs and drawings and documents shall remain vested in Kale Print, and shall only be used by the Client at Kale Print’s discretion.
            23. The Client warrants that all designs, specifications or instructions given to Kale Print will not cause Kale Print to infringe any patent, registered design or trademark or the Fair Trading Act 1986 or any other statute of provision thereof, in the execution of the Client’s order and the Client agrees to indemnify Kale Print against any action taken by a third party against Kale Print in respect of any such infringement.
            24. The Client agrees that Kale Print may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Goods which Kale Print has created for the Client.
            25. Drawings, sketches, painting, photographs, designs or typesetting furnished by Kale Print, dummies, models or the like devices made or procured and manipulated by Kale Print and negatives, positives, blocks, engravings, stencils, dies, plates or cylinders made from Kale Print’s original design, or from a design furnished by the Client, remain the exclusive property of Kale Print unless otherwise agreed upon in writing.
            26. Sketches and dummies submitted by Kale Print on a speculative basis shall remain the property of Kale Print. They shall not be used for any purpose other than that nominated by Kale Print and no ideas obtained there from may be used without the consent of Kale Print. Kale Print shall be entitled to compensation from the Client for any unauthorised use of such sketches and dummies.
            27. Disks, artwork and film supplied by the Client and/or other authorised persons remain the property of the Client. Unless otherwise indicated in writing Kale Print shall assume these disks, artwork and film to be duplicate copies of the original.
            28. Default and Consequences of Default
              1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Kale Print’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
            29. If the Client owes Kale Print any money the Client shall indemnify Kale Print from and against all costs and disbursements incurred by Kale Print in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Kale Print’s collection agency costs, and bank dishonour fees).
            30. Further to any other rights or remedies Kale Print may have under this Contract, if a Client has made payment to Kale Print, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Kale Print under this clause 15 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.
            31. Without prejudice to Kale Print’s other remedies at law Kale Print shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Kale Print shall, whether or not due for payment, become immediately payable if:
              • any money payable to Kale Print becomes overdue, or in Kale Print’s opinion the Client will be unable to make a payment when it falls due;
            32. the Client has exceeded any applicable credit limit provided by Kale Print;
            33. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
            34. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
            35. Cancellation and Suspension
              1. Without prejudice to any other remedies Kale Print may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Kale Print may suspend or terminate the supply of Goods to the Client. Kale Print will not be liable to the Client for any loss or damage the Client suffers because Kale Print has exercised its rights under this clause.
            36. Kale Print may cancel any contract to which these terms and conditions apply or cancel Delivery of Goods at any time before the Goods are delivered by giving written notice to the Client. On giving such notice Kale Print shall repay to the Client any money paid by the Client for the Goods. Kale Print shall not be liable for any loss or damage whatsoever arising from such cancellation.
            37. In the event that the Client cancels Delivery of Goods the Client shall be liable for any and all loss incurred (whether direct or indirect) by Kale Print as a direct result of the cancellation (including, but not limited to, any loss of profits).
            38. Goods printed or made to special order, Client specification or non-catalogue items are under no circumstances acceptable for credit or return. Cancellation of orders for printed or special or non-catalogue items will definitely not be accepted, once these orders are in production.
            39. In the event that the Client wishes to cancel a contract for the printing of periodical publications, then the following notice periods are required:
              • weekly and fortnightly publications shall require three (3) months’ notice; and
            40. monthly and quarterly publications shall require six (6) months’ notice.
            41. In the event the Client requests the work to be suspended for a period of thirty (30) days or more, then Kale Print shall be entitled to payment in full for all work in progress at the time of the suspension. Kale Print may revise the quotation for the uncompleted portion of the order before proceeding.
            42. Cancellation of orders for Goods made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once production has commenced, or an order has been placed.
            43. Privacy Policy
              1. All emails, documents, images or other recorded information held or used by Kale Print is Personal Information as defined and referred to in clause 17.3 and therefore considered confidential. Kale Print acknowledges its obligation in relation to the handling, use, disclosure and processing of Personal Information pursuant to the Privacy Act 1993 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 5A of the Act and any statutory requirements where relevant in a European Economic Area “EEA” then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). Kale Print acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Clients Personal Information, held by Kale Print that may result in serious harm to the Client, Kale Print will notify the Client in accordance with the Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.
            44. Notwithstanding clause 17.1, privacy limitations will extend to Kale Print in respect of Cookies where transactions for purchases/orders transpire directly from Kale Print’s website. Kale Print agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
              • IP address, browser, email client type and other similar details;
            45. tracking website usage and traffic; and
            46. reports are available to Kale Print when Kale Print sends an email to the Client, so Kale Print may collect and review that information (“collectively Personal Information”)
            47. The Client authorises Kale Print or Kale Print’s agent to:
              • access, collect, retain and use any information about the Client;
                • (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
              • for the purpose of marketing products and services to the Client.
              • disclose information about the Client, whether collected by Kale Print from the Client directly or obtained by Kale Print from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
              • Where the Client is an individual the authorities under clause 17.3 are authorities or consents for the purposes of the Privacy Act 1993.
              • The Client shall have the right to request Kale Print for a copy of the Personal Information about the Client retained by Kale Print and the right to request Kale Print to correct any incorrect Personal Information about the Client held by Kale Print.
              • Service of Notices
                1. Any written notice given under this Contract shall be deemed to have been given and received:
                  • by handing the notice to the other party, in person;
                2. by leaving it at the address of the other party as stated in this Contract;
                3. by sending it by registered post to the address of the other party as stated in this Contract;
                4. if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission;
                5. if sent by email to the other party’s last known email address.
                6. Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.
                7. Trusts
                  1. If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not Kale Print may have notice of the Trust, the Client covenants with Kale Print as follows:
                    • the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
                  2. the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
                  3. the Client will not without consent in writing of Kale Print (Kale Print will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events:
                    • the removal, replacement or retirement of the Client as trustee of the Trust;
                  4. any alteration to or variation of the terms of the Trust;
                  5. any advancement or distribution of capital of the Trust; or
                  6. any resettlement of the trust property.
                  7. General
                    1. The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
                  8. These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
                  9. 20.3 Kale Print shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Kale Print of these terms and conditions (alternatively Kale Print’s liability shall be limited to damages which under no circumstances shall exceed the Price of the Goods).
                  10. Kale Print may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.
                  11. The Client cannot licence or assign without the written approval of Kale Print.
                  12. Kale Print may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of Kale Print’s sub-contractors without the authority of Kale Print.
                  13. The Client agrees that Kale Print may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for Kale Print to provide Goods to the Client.
                  14. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
                  15. Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.

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