Terms and Conditions.
These Terms and Conditions form part of the Service and Rental Agreement between GreenAir Limited and the Client. They should be read in conjunction with the signed Quote and Contract Summary. By signing the agreement, the Client confirms they have read, understood, and agreed to the terms below.
1. Charges and Payment
a) The charges payable for the services over the term of this agreement shall be payable in respect of the services provided by GreenAir Limited as set out in the Contract Summary above.
b) All charges are payable monthly in advance plus GST at the applicable rate.
c) Payment is due by the 7th of each month via direct debit. Where direct debit is not established, payment is due within 7 days of the invoice date.
2. Service Obligations
GreenAir Limited agrees to supply, install, and maintain the plant display and provide the service specified in the above schedule, including all plant replacements necessary to keep the installation in optimum condition.
3. Plant Refresh and Changes
GreenAir Limited will work with the Client to ensure the space is always kept fresh and vibrant by offering the opportunity to update or rotate plants as part of the ongoing service agreement.
4. Annual Price Adjustment
From the first anniversary of the Commencement Date onwards, GreenAir Limited may adjust the ongoing monthly rental, care, and maintenance fee annually, as follows:
a) The increase shall be equal to the greater of: (i) the percentage change in the New Zealand Consumers Price Index (All Groups) as published by Statistics New Zealand for the most recent 12-month period prior to the adjustment date; or (ii) zero percent (i.e., no decrease shall apply if CPI is negative).
b) In no event shall the annual increase exceed 3% in any single adjustment period.
c) GreenAir Limited shall provide the Client with 30 days’ written notice of the adjusted amount prior to the anniversary date.
d) This annual adjustment applies throughout the entire initial term and any renewal periods. The Client’s continued use of services following the adjustment date constitutes acceptance of the new pricing.
e) For the avoidance of doubt, this price adjustment is in addition to, and does not limit, any pricing changes agreed upon at the renewal of the agreement.
5. Term and Renewal
a) This agreement shall run for the fixed term period stated above (the “Initial Term”).
b) Upon expiry of the Initial Term, this agreement will automatically renew for successive periods of 12 months each (each a “Renewal Term”), unless either party provides 90 days’ written notice prior to the end of the then-current term.
c) During any Renewal Term, all terms and conditions of this agreement shall continue to apply, including the annual price adjustment under Clause 4.
6. Early Termination
a) The Client may not terminate this agreement during the Initial Term or any Renewal Term except as expressly provided in this clause.
b) If the Client wishes to terminate this agreement prior to the expiry of the then-current term for any reason other than a material breach by GreenAir Limited, the Client shall pay liquidated damages equal to the remaining monthly charges for the balance of the then-current term.
c) Upon payment of the liquidated damages under sub-clause (b), GreenAir Limited shall remove all GreenAir-owned plants, planters, and equipment within 30 days.
d) GreenAir Limited may terminate this agreement by giving 90 days’ written notice to the Client, in which case no liquidated damages shall be payable by the Client.
7. Client Restrictions
The Client shall not (without written consent of GreenAir Limited):
a) Relocate the plants or planters to new premises (when full rental);
b) Assign this agreement to any other person or company (consent may be withheld at the discretion of GreenAir Limited); or
c) Sub-lease, lend, or otherwise make available the plants or planters to any third party.
8. Access for Servicing
a) The Client shall allow the staff of GreenAir Limited access to the plants for servicing during normal business hours.
b) The Client agrees that access to a suitable water source will be provided to allow GreenAir Limited to maintain and service the plants effectively.
c) If the Client fails to provide reasonable access or water for two or more consecutive scheduled service visits, GreenAir Limited reserves the right to charge a missed-service fee.
d) Persistent failure (three or more occasions in any 6-month period) to provide access or water shall be deemed a material breach of this agreement.
9. Pandemic or Emergency Access
In the event of a pandemic lockdown or government-mandated restrictions, GreenAir Limited must be provided access to water the plants at the Client’s premises during such periods to the extent reasonably practicable. Access arrangements will be agreed in good faith between the parties.
10. Client-Requested Plant Changes
The Client agrees that any request to change plants that are still healthy, or to change plants for aesthetic reasons, shall be at the Client’s expense.
a) Should the Client request a site refresh or change of planting exceeding 5% per year of the rental plants, GreenAir Limited reserves the right to charge for the additional cost of replacement plants and labour.
b) Should the agreed rental term expire and the Client requests a partial site refresh or total change, GreenAir Limited reserves the right to adjust the rental price to reflect the new planting scheme.
11. Client Care of Plants
The Client shall take reasonable care not to damage or interfere with the health of the plants, including but not limited to:
a) Not pouring chemicals, cleaning products, hot liquids, or other harmful substances into planters or onto plants.
b) Not obstructing natural or artificial light sources that are necessary for plant health without prior consultation with GreenAir Limited.
c) Not physically damaging, relocating, or tampering with plants or irrigation systems.
d) Where plant damage or excessive replacement is attributable to the Client’s negligence or the actions of the Client’s staff, visitors, or contractors, GreenAir Limited reserves the right to charge for the cost of replacement plants, labour, and any associated remediation.
12. Ownership of Plants and Equipment
a) When full rental, title to the plants and decorative planters shall at all times remain with GreenAir Limited, notwithstanding that they are located at the Client’s premises.
b) All self-watering indicator pots and associated equipment are owned by GreenAir Limited.
c) For maintenance-only arrangements, the plants and containers remain the property of the Client. While every care is taken during servicing, GreenAir Limited accepts no responsibility for damage to Client-owned items except where caused by negligence.
13. Default and Insolvency
If the Client:
a) Defaults on payment for seven (7) days or fails to meet any other material obligation under this agreement; or
b) Becomes insolvent or has a receiver appointed in respect of all or some of its assets; or
c) Makes or is likely to make an arrangement with its creditors; or
d) Has a liquidator (provisional or otherwise) appointed or is placed under statutory or official management, then GreenAir Limited may terminate the agreement immediately by written notice, and the Client shall pay to GreenAir Limited all amounts owing under the agreement plus the liquidated damages.
14. Late Payment and Interest
a) If any amount payable under this agreement is not received by the due date, interest shall accrue on the overdue amount at 1.5% per month from the due date until the date of actual payment.
b) All costs of collection, including legal fees and debt recovery costs, shall be recoverable from the Client.
c) GreenAir Limited reserves the right to suspend services if any invoice remains unpaid for more than 14 days past the due date.
15. Limitation of Liability
a) To the maximum extent permitted by law, GreenAir Limited’s total aggregate liability under or in connection with this agreement shall not exceed the total charges paid by the Client in the 12 months preceding the event giving rise to the claim.
b) In no event shall GreenAir Limited be liable for any indirect, consequential, special, or incidental damages, including loss of profits, revenue, or business opportunity.
c) Nothing in this clause limits liability for death or personal injury caused by negligence.
16. Entire Agreement
This agreement contains all the terms of the agreement between the parties. All other terms, conditions, and warranties that might otherwise have been implied or have any application are hereby, to the extent permitted by law, expressly excluded.
17. Notices
a) Any notice required or permitted under this agreement shall be in writing and delivered by email, registered post, or hand delivery to the addresses specified in the Contract Summary.
b) Notices shall be deemed received: (i) if by email, on the next business day after sending; (ii) if by registered post, three business days after posting; (iii) if by hand, on delivery.
c) Either party may change its notice details by providing written notice to the other party.
18. Confidentiality
Each party agrees to keep confidential all pricing, commercial terms, and proprietary information disclosed by the other party during the term of this agreement and for 12 months following its expiry or termination.
19. Dispute Resolution
a) If a dispute arises, the parties agree to first attempt to resolve it through good-faith negotiations.
b) If unresolved within 30 days, the dispute shall be submitted to mediation administered by the New Zealand Dispute Resolution Centre.
c) If mediation fails, the dispute shall be settled by arbitration in Auckland in accordance with the Arbitration Act 1996.
d) Each party shall bear its own costs unless the arbitrator determines otherwise.
20. Force Majeure
Neither party shall be liable for any failure or delay in performing its obligations due to events beyond its reasonable control, including natural disasters, pandemics, government actions, or civil unrest.
21. Governing Law
This agreement shall be governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand.
22. Acknowledgement
The Client acknowledges having read, understood, and agreed to all the Terms and Conditions of this agreement, including the annual price adjustment mechanism in Clause 4, the early termination provisions in Clause 6, and the long-term commitment discount schedule.
GreenAir Limited | Terms and Conditions | Version 1.2 | May 2026