The following terms and conditions shall apply in respect of all work carried out by Fresh By Design, except to the extent otherwise agreed with you in writing.

1 Definitions

1.1 "us”, “our” or “we" means Fresh By Design Limited trading as Fresh By Design or Fresh By Design Interiors.

1.2 "you", “your” means the person or entity (and includes any person acting on behalf of and with the authority of said person or entity) commissioning services from us.

2 Services

We will provide you with the services outlined in our Contract for Services (“Services”) or verbally as a verbal contract.

3 Financial

3.1 Fees (a) The fees we will charge or the manner in which they will be arrived at, are set out in our Contract for Services or verbally as discussed.

(b) If the Contract for Services specifies a fixed fee, we will charge this for the agreed scope of the Services. Work that falls outside that scope will incur an additional cost and we will provide you with an estimate of the additional cost as soon as reasonably practicable.

3.2 Disbursements and expenses:

In providing the Services we may incur disbursements on your behalf. These will be included in our invoice to you when the expense is incurred.

3.3 GST (if any): This is payable by you on our fees and charges.

3.4 Invoices: We may send invoices to you either monthly, on completion of our services, or on termination of our engagement.

3.5 Payment: Our fees are payable within 14 days of the date of the invoice unless alternative arrangements have been made with us, or it is a final invoice where it will need to be paid by the end of the month invoiced in.

3.6 Unpaid invoices: If payment of our invoice by you is overdue, we may charge interest on any amount overdue at a rate of ten per cent (10%) per month (compounding) until payment is made in full.

3.7 Any collection or legal costs (on a solicitor and own client basis) incurred in recovering an outstanding debt will be added to the amount outstanding.

3.8 Personal Guarantee: Where you are a company or trust, the director(s) of the company or trustee(s) of the trust, undertake to personally pay us the unpaid overdue balance and any interest accrued pursuant to these terms immediately on our written request.

4 Completion of Services

4.1 We shall endeavour to comply with any time frames specified in our Contract for Services or otherwise agreed by the parties.

4.2 We provide no guarantee that we are able to comply with any agreed time frames and there shall be no penalties for late completion.

5 Copyright and Ownership of Documents

5.1 Notice of Copyright: All ideas, designs, plans and specifications indicated or represented by our drawings will be created and developed for use on the project specified in our Contract for Services (“Project”) for which the Services are being provided. None of the ideas, designs, plans and specifications may be used for any purpose, save for the Project, without our written permission.

5.2 We shall retain an ownership and property interest in any plans or specifications (“the Documentation”) prepared by us (either in whole or in part) in completion of the Services and they shall only be used by you at our discretion and with our consent. We will retain our original designs, including but not limited to, any CAD drawings and plans. You are entitled to one (1) set of Documentation as a record of the Services provided and shall be issued with one (1) master set of PDF files, additional sets or individual prints for any stage of the Project shall be charged at market rates unless otherwise agreed

5.3 We hereby grant to you a licence to use the Documentation for the completion of the Project strictly conditional on payment of our fees, disbursements and expenses(“Fee”) in accordance with Clause 3 herein.

5.4 If you wish to reproduce any part of the Documentation on another project or site (“Further Project”), then you acknowledge and agree that a further fee (“Reproduction Fee”) will be due and payable to us. Upon payment of the Reproduction Fee, we shall grant you a further licence to use the Documentation for the completion of the Further Project.

5.5 Any licence granted shall immediately be withdrawn if the Fee and/or the Reproduction Fee (as the case may be) is not paid in full, without deduction, in accordance with Clause 3.5 herein and any Documentation (including copies) must be immediately returned to us by you.

5.6 Where you provide us with any materials including sketches, photographs, drawings, plans or concepts upon which we are to base the Documentation, you shall indemnify us and keep us indemnified at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against us or incurred or become payable by us resulting or arising from any claim or infringement of any patent, registered design, trademark, copyright or any other property interest of a third party which may result out of the use by us of the materials.

5.7 You acknowledge and agree that you may only supply or disclose the Documentation to any third party, and/or publish the Documentation, with our express written approval.

5.8 We may photograph, video or record by any and all means the Project (or Further Project) during construction, and upon completion for our own use and for use in exhibitions, award competitions, or publication in journals.

6 Access to Building and Building Site Where our work requires site visits, you agree to provide us with access to the property during working hours 10am to 5pm, Monday to Friday.

7 Duty of Care Our duty of care is to you and not to any other person. Before any other person may rely on our work, we must expressly agree to this.

8 Termination

8.1 In the event of your default, then all payments due to us becoming immediately payable and we, may at our option, terminate our contract without notice to you.

8.2 The following constitute defaults by you: (a) Non‐payment of any sum by the due date. (b) You intimating that you will not pay any sum by the due date. (c) You being declared bankrupt, insolvent or put into liquidation or a receiver appointed to any of your assets (d) A court judgment is entered against you and remains unsatisfied forseven (7) days. (e) A statutory demand is entered against you and remains unsatisfied for fifteen (15) working days. (f) Any material adverse change in your financial position.

9 Liability

9.1 Our liability islimited to the Services.

9.2 The maximum aggregate amount payable, whether in contract, tort or otherwise, in relation to claims, damages, liabilities, losses or expenses,shall be equal to the amount of fees paid to usfor the Services orsuch other maximum amount as stated in our Contract for Services. You agree to release us from all claims arising in connection with the Servicesto the extent that our liability in respect ofsuch claims would exceed this amount.

9.3 We shall not be liable to you, or any other person, for: (a) any loss or damage arising by reason of any delay in completion of the Services; (b) any loss of profits or loss of opportunity; (c) any indirect or consequential loss of whatever nature suffered.

10 Dispute Resolution

10.1 Any dispute arising out of or relating to our engagement may be referred to mediation, a non‐binding dispute resolution process, in which an independent mediator facilitates negotiation between the parties. Mediation may be initiated by either party writing to the other party and identifying the dispute which is being suggested for mediation. The other party will either agree to proceed with mediation or agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances. The parties will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Inc. to appoint a mediator. The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.

10.2 Any dispute arising out of or relating to our engagement which is not resolved by mediation shall be finally decided by arbitration. The arbitration shall be by one arbitrator to be agreed upon by the parties and failing such agreement to be nominated by the President of the Arbitrators’ and Mediators’ Institute of New Zealand Inc.

11 General

11.1 These Terms apply to any current engagement and also to any future engagement, whether or not we send you a copy of them, as long as it has been agreed ti verbally, or signed, these are public and on the webite for viewing.

11.2 We are entitled to change these Terms from time to time, in which case we will send you amended Terms.

11.3 Our relationship with you is governed by New Zealand law and New Zealand courts have non‐exclusive jurisdiction.

12 Agreement

12.1 If we do not hear from you to the contrary by return, we will assume that you agree with all of the above terms and will proceed accordingly. If you conclude that you do not want us to proceed please inform us promptly. Please contact us if you have any questions or concerns relating to any matters outlined in these terms