Terms & Conditions

1.1 “TANZ” refers to the Tile Association of New Zealand Incorporated, trading as TANZ, including its successors, assigns, or any person acting on behalf of and with the authority of the Tile Association of New Zealand Incorporated trading as TANZ.

1.2 “Member” refers to the person(s), or any person authorized to act on behalf of the Member, requesting TANZ to provide the Services as outlined in any proposal, quotation, order, invoice, or other documentation. This definition also includes:

(a) if there is more than one Member, it refers to each Member jointly and severally;
(b) if the Member acts as a trustee of a trust, the Member is bound in their capacity as trustee;
(c) it also includes the Member’s executors, administrators, successors, and permitted assigns.

1.3 “Supplier” refers to any third party unrelated to TANZ that supplies or provides goods. TANZ does not sell, hire, supply, or provide the Supplier’s goods directly.

1.4 “Incidental Items” refers to any goods, documents, designs, drawings, or materials supplied, consumed, created, or deposited incidentally by TANZ during the provision of any Services to the Member.

1.5 “Services” refers to all services provided by TANZ to the Member at the Member’s request, as needed from time to time.

1.6 “Membership Fees” refers to the fees payable (including any applicable Goods and Services Tax (“GST”)) for the Services as agreed between TANZ and the Member, in accordance with clause 7 of this Agreement.

1.7 “Agreement” refers to this contract for Membership between TANZ and the Member, representing the entirety of the relationship between the parties and excluding any other terms, promises, warranties, representations, or agreements of any kind concerning the Services.

1.8 “Confidential Information” refers to information of a confidential nature, whether oral, written, or electronic, including but not limited to this Agreement, a party’s intellectual property, operational details, know-how, trade secrets, financial and commercial affairs, contracts, Member information, and pricing details.

2.1 The Member is deemed to have unconditionally accepted and is immediately bound, jointly and severally, by these terms and conditions upon placing an order for, or accepting the Services provided by TANZ.

2.2 These terms and conditions may only be amended with the mutual consent of both parties, documented in writing. These terms shall take precedence in the event of any inconsistency with any other document or contract between the Member and TANZ.

2.3 None of TANZ’s agents or representatives are authorized to make any representations, statements, conditions, or agreements that are not expressly approved in writing by the manager of TANZ. TANZ is not bound by any such unauthorized statements.

2.4 Electronic signatures shall be considered valid and accepted by either party, provided that both parties have complied with Section 22 of the Electronic Transactions Act 2002, or any other applicable provisions or regulations referred to in that Act.

3.1 The Member acknowledges and agrees that TANZ will not be held liable, under any circumstances, for any alleged or actual errors and/or omissions that may arise:

(a) from an unintentional mistake made by TANZ during the formation or administration of this Agreement; and/or
(b) from any errors or omissions in any TANZ-provided materials, whether in printed or electronic form, related to the Services.

3.2 Should such an error or omission occur as outlined in clause 3.1, and it is not due to TANZ’s negligence or wilful misconduct, the Member shall not be entitled to consider this Agreement repudiated or invalidated.

4.1 Membership becomes active when TANZ receives a completed application form and the required payment from the Member. A receipt will be issued upon receipt of payment for a full twelve (12) month subscription or part thereof, as agreed.

4.2 Membership is valid for one (1) year, starting from the date the Member’s application is accepted, or part thereof, as agreed.

4.3 Membership will automatically renew for successive 12-month terms unless the Member provides TANZ with written notice, at least thirty (30) days before the Membership term ends, stating that they do not wish to renew.

4.4 All Membership Fees, unless paid semi-annually, must be paid in full annually in advance.

4.5 An invoice will be issued to the Member prior to the Membership renewal date, which must be paid before the renewal date for those who pay their membership fees annually.

4.6 Membership may be suspended or terminated if the Member’s payment is not received within fourteen (14) days of the Membership renewal date. In such cases, TANZ reserves the right to reclaim any monetary benefits received by the Member through Membership discounts while the Member was in arrears.

4.7 Membership Fees are non-refundable, even if the Member cancels the Membership during the Membership year.

4.8 Changes to Membership Fees, if any, will only occur at the time of annual renewal.

4.9 TANZ reserves the right to modify the Services available to Members from time to time.

4.10 Upon accepting Membership, the Member acknowledges and agrees to the following:

(a) to abide by TANZ’s code of ethics, including but not limited to ensuring all accounts with Suppliers are settled within agreed terms;
(b) failure to maintain current Membership Fees may result in restricted access to special pricing with Suppliers until the Membership Fees are paid and up to date;
(c) TANZ is granted permission to negotiate special discounts with Suppliers on behalf of Members;
(d) all information provided to TANZ during the Membership application process is truthful and accurate. If any information is found to be false or inaccurate upon verification, TANZ reserves the right to reject or cancel the Membership.

4.11 Notwithstanding clause 4.10, TANZ retains the sole discretion to approve, decline, suspend, or cancel a Membership if deemed in the best interest of the association.

5.1 Subject to a cooling-off period of five (5) working days, the Membership period will begin, and TANZ will issue the Member a Membership ID number and website login, provided that:

(a) the Member has accepted the terms and conditions of this Agreement, as outlined in clause 2.1; and
(b) the Membership application and payment requirements have been successfully completed by the Member.

5.2 Upon entering into this Agreement, the Membership period will renew annually unless terminated in accordance with clause 17.

5.3 Regardless of whether the Member makes use of the Services during the Membership period, TANZ will not provide any refund of Membership Fees, except where the Member is entitled to such a refund under the Cooling-Off Period provisions or applicable New Zealand legislation.

6.1 The Member must provide TANZ with at least fourteen (14) days’ prior written notice of any proposed change in ownership or any other changes to the Member’s details (including, but not limited to, changes in the Member’s name, address, contact phone or fax numbers, or business practices). The Member will be liable for any losses incurred by TANZ due to the Member’s failure to comply with this clause.

7.1 At TANZ’s sole discretion, the Fees shall be determined based on TANZ’s current Membership Fees schedule as of the commencement date of the Membership.

7.2 Time for payment of the Services is of the essence, and the Fees will be payable by the Member on the date(s) specified by TANZ, which may be:

(a) in instalments, in accordance with TANZ’s payment schedule; (b) for approved Members, within twenty (20) days after the end of the month in which a tax invoice is emailed to the Member’s inbox or address for notices; (c) on the date specified on any invoice or other document as the payment due date; or (d) in the absence of any notice to the contrary, fourteen (14) days after the date the invoice is issued to the Member by TANZ.

7.3 Payment may be made by cash, electronic/online banking, or any other method agreed upon between the Member and TANZ.

7.4 The Member is not entitled to set off or deduct from the Fees any amounts claimed to be owed by TANZ, nor withhold payment of any invoice due to a dispute over part of that invoice.

7.5 GST and any other applicable taxes and duties shall be included in the Fees.

8.1 Any time specified by TANZ for the delivery of Services is an estimate only, and TANZ shall not be held liable for any loss or damage incurred by the Member due to late delivery. However, both parties agree to make every reasonable effort to ensure the Services are supplied at the agreed time and place. If TANZ is unable to provide the Services as scheduled due solely to any action or inaction on the part of the Member, TANZ reserves the right to charge a reasonable fee for resupplying the Services at a later time and date.

9.1 Regardless of whether TANZ retains ownership of any Incidental Items, all risk associated with these items transfers to the Member upon delivery. The Member assumes responsibility for these items and must maintain insurance coverage from the point of delivery until TANZ may repossess the Incidental Items if applicable.

9.2 TANZ reserves the right to seek compensation or damages for any loss, damage, or destruction of the Incidental Items due to the Member’s failure to insure them as outlined in clause 6.1.

10.1 Any complaints concerning the Member (or another participant) will be investigated by TANZ, who may:

(a) contact the Member (or another participant) named in the complaint without disclosing the identity of the complainant;
(b) if the complaint is formally submitted in writing and supported by sufficient evidence, require the Member (or another participant) to provide an explanation, which may be shared with the complainant if TANZ deems it reasonably necessary;
(c) at their sole discretion, suspend or terminate any Membership (or any portion of the Services) if it is determined that there has been a breach of this Agreement by the Member (or any other participant).

11.1 In the event of a dispute arising between the parties to this Agreement and/or among any Members, either party shall provide the other with a notice of dispute via email that adequately identifies and details the issue, or alternatively, log into the TANZ website to raise a dispute. Within seven (7) days of serving the notice, the parties shall meet at least once to attempt to resolve the matter. If the dispute remains unresolved, either party may send further written notice, delivered by hand or certified mail, to refer the dispute to an appointed expert by TANZ Incorporated for mediation at the request of either party.

11.2 Both parties agree that the Expert will act as an expert rather than an arbitrator and may manage the resolution process as they see fit, including seeking the assistance of any suitably qualified and experienced individuals regarding any aspect of the dispute.

11.3 Both parties consent to equally share all costs associated with the Expert, and accept that the decision made by the Expert will be final and binding on both parties.

12.1 TANZ and the Member agree that ownership of Incidental Items shall not transfer to the Member until:

(a) the Member has paid TANZ all outstanding amounts for the Services; and
(b) the Member has fulfilled all other obligations owed to TANZ under all contracts between the parties.

12.2 Additionally, it is agreed that:

(a) the Member acts only as a bailee of the Incidental Items and must return them to TANZ immediately upon request;
(b) the Member irrevocably authorizes TANZ to enter any premises where TANZ believes the Incidental Items are located to reclaim possession of them.

13.1 By agreeing to these terms and conditions in writing, the Member acknowledges and agrees that:

(a) these terms and conditions constitute a security agreement under the PPSA; and
(b) a security interest is granted in all Incidental Items and/or collateral (account)—representing the Member’s monetary obligations to TANZ for Services—previously supplied and to be supplied in the future by TANZ to the Member.

13.2 The Member undertakes to:

(a) sign any additional documents and provide any further information (which must be complete, accurate, and up-to-date) that TANZ may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
(b) indemnify TANZ and, upon demand, reimburse TANZ for all expenses incurred in registering or releasing any financing statement or financing change statement on the Personal Property Securities Register regarding any Incidental Items;
(c) not register, or allow to be registered, a financing statement or financing change statement concerning the Incidental Items and/or collateral (account) in favor of a third party without TANZ’s prior written consent.

13.3 TANZ and the Member agree that sections 114(1)(a), 133, and 134 of the PPSA do not apply to these terms and conditions.

13.4 The Member waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131, and 132 of the PPSA.

13.5 Unless otherwise agreed in writing by TANZ, the Member waives its right to receive a verification statement per section 148 of the PPSA.

13.6 The Member shall unconditionally ratify any actions taken by TANZ under clauses 13.1 to 13.5.

14.1 In consideration of TANZ agreeing to provide Services, the Member charges all rights, title, and interest (whether joint or several) in any land, real property, or other assets capable of being charged, that the Member owns now or will own in the future, to secure the Member’s obligations under these terms and conditions (including, but not limited to, the payment of any sums due).

14.2 The Member indemnifies TANZ against all costs and disbursements incurred by TANZ, including legal fees on a solicitor and own client basis, arising from the exercise of TANZ’s rights under this clause.

14.3 The Member irrevocably appoints TANZ and each appointed committee member of TANZ as the Member’s true and lawful attorney to perform all necessary acts to implement the provisions of this clause 14, including, but not limited to, signing any documents on behalf of the Member.

15.1 When TANZ has designed, drawn, or developed Incidental Items for the Member, the copyright in those Incidental Items shall remain with TANZ. Under no circumstances may these designs, drawings, or documents be used without TANZ’s express written consent.

15.2 The Member warrants that all designs, specifications, or instructions provided to TANZ will not result in any infringement of patents, registered designs, or trademarks during the execution of the Member’s order. The Member agrees to indemnify TANZ against any claims made by third parties regarding such infringements.

15.3 The Member agrees that TANZ may use any Incidental Items created for the Member, at no cost, for marketing purposes or for entry into competitions.

16.1 Interest on overdue invoices will accrue daily from the due date until payment is received, at a rate of one and a half percent (1.5%) per calendar month. At TANZ’s sole discretion, this interest may compound monthly at the same rate, applicable both after and before any judgment.

16.2 If the Member owes any money to TANZ, the Member agrees to indemnify TANZ against all costs and expenses incurred in recovering the debt. This includes, but is not limited to, internal administration fees, legal costs on a solicitor and client basis, collection agency fees, and bank dishonor fees.

16.3 In addition to any other rights or remedies available under this Agreement, if a Member has made a payment to TANZ that is later reversed, the Member will be liable for the amount of the reversed transaction, along with any additional costs incurred by TANZ under this clause, provided that it can be proven that the reversal was illegal, fraudulent, or violated the Member’s obligations under this Agreement.

16.4 Without affecting TANZ’s other legal remedies, TANZ may cancel all or part of any unfulfilled order from the Member, and all amounts owed to TANZ will become immediately payable if:

(a) any payment due to TANZ is overdue, or if TANZ believes the Member will be unable to make a payment when it is due;

(b) the Member exceeds any credit limit established by TANZ;

(c) the Member becomes insolvent, holds a meeting with creditors, proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of creditors; or

(d) a receiver, manager, liquidator (provisional or otherwise), or similar person is appointed in relation to the Member or any of the Member’s assets.

17.1 TANZ may cancel any Agreement governed by these terms and conditions or cancel the delivery of Services at any time before the commencement of Services by providing written notice to the Member. Upon giving such notice, TANZ will refund any payments made by the Member for the Services. TANZ will not be liable for any loss or damage resulting from such cancellation.

17.2 The Member may terminate this Agreement:

(a) in accordance with the Cooling Off Period provisions specified herein; and/or
(b) upon the expiration of the Minimum Term by giving TANZ thirty (30) days written notice of their intention to discontinue Membership.

17.3 Upon termination of Membership and payment of all outstanding Membership Fees, the Member must remove TANZ’s insignia from all marketing materials, websites, vehicles, etc.

17.4 Without affecting any other remedies available to TANZ:

(a) if the Member breaches any obligations (including payment obligations) under this Agreement, TANZ is entitled to suspend or terminate this Agreement. TANZ will not be liable for any loss or damage suffered by the Member as a result of exercising this right;
(b) access to Member entitlements and benefits will cease immediately if the Member defaults on payment; and
(c) notwithstanding any other provisions in this Agreement, TANZ retains the right, without the need for procedural fairness, to suspend or terminate this Agreement if, in TANZ’s subjective opinion, such action is in the best interests of the Member, TANZ, or other participants.

17.5 Members whose Membership has been terminated will be treated as new Members and may incur a new Member joining fee.

17.6 If TANZ is unable to locate the Member and subscriptions are overdue, TANZ may notify the Member of the cancellation of their Membership by writing to the last recorded registered address or email address deemed appropriate.

18.1 The Member authorizes TANZ or TANZ’s agent to:

(a) access, collect, retain, and use any information about the Member;
(i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Member’s creditworthiness; or
(ii) for marketing products and services to the Member.
(b) disclose information about the Member, whether obtained directly from the Member or from other sources, to any other credit provider or credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection, or notifying a default by the Member.

18.2 If the Member is an individual, the authorizations in clause 18.1 serve as authorities or consents under the Privacy Act 1993.

18.3 The Member has the right to request from TANZ a copy of the information about the Member that TANZ retains, as well as the right to request corrections to any incorrect information held by TANZ.

19.1 Subject to clause 19.2, both parties agree to treat the other party’s Confidential Information as confidential and will not disclose it to any third party without the other party’s written consent.

19.2 Both parties agree to:

(a) use the Confidential Information of the other party solely for the purpose for which it was provided;
(b) not copy or reproduce any of the other party’s Confidential Information in any form;
(c) disclose the other party’s Confidential Information only to:
(i) employees and contractors who require access to the information and have agreed to maintain its confidentiality; and
(ii) legal advisers and insurance providers, provided those individuals commit to keeping such information confidential.

19.3 Either party must promptly return or destroy all Confidential Information of the other party in its possession or control upon the other party’s request, unless legally obligated to retain it.

19.4 Confidential Information does not include information that:

(a) is publicly available (without unauthorized disclosure under this Agreement);
(b) is required to be disclosed by law, any stock exchange, or regulatory body;
(c) is received from a third party who is entitled to disclose it; or
(d) is independently developed.

19.5 The obligations outlined in this clause 19 will survive the termination or cancellation of this Agreement.

20.1 Any written notice given under this Agreement shall be considered given and received:

(a) by delivering the notice in person to the other party;
(b) by leaving it at the other party’s address as specified in this Agreement;
(c) by sending it via registered post to the address of the other party as stated in this Agreement;
(d) by sending it to the other party’s last known email address.

20.2 Any notice sent by post shall be deemed served, unless proven otherwise, at the time it would typically be delivered according to ordinary postal practices.

21.1 If the Member, at any time upon or after entering into the Agreement, is acting as a trustee of any trust (“Trust”), then regardless of whether TANZ is aware of the Trust, the Member agrees to the following:

(a) The Agreement encompasses all rights of indemnity that the Member currently has or may acquire against the Trust and its assets;
(b) The Member has full authority under the Trust to enter into the Agreement, and the terms of the Trust do not exclude or diminish the Member’s right of indemnity against the Trust or its assets. The Member shall not waive the right of indemnity, commit any breach of trust, or participate in any actions that could jeopardize that right;
(c) The Member shall not, without TANZ’s written consent (which shall not be unreasonably withheld), cause, permit, or allow any of the following events to occur:

(i) The removal, replacement, or retirement of the Member as trustee of the Trust;
(ii) Any alteration or variation of the terms of the Trust;
(iii) Any advancement or distribution of capital from the Trust; or
(iv) Any resettlement of the trust property.

22.1 The failure of either party to enforce any provision of these terms and conditions shall not be considered a waiver of that provision, nor shall it affect that party’s right to enforce it later. If any provision of these terms and conditions is found to be invalid, void, illegal, or unenforceable, the validity, existence, legality, and enforceability of the remaining provisions shall not be impacted.

22.2 These terms and conditions, along with any Agreement to which they apply, shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Tauranga Courts.

22.3 If the Member is acquiring Services for trade or business purposes, they acknowledge that the provisions of the Consumer Guarantees Act 1993 do not apply to the Services provided by TANZ.

22.4 TANZ shall not be liable to the Member for any indirect or consequential loss or expense (including loss of profit) resulting from a breach of these terms and conditions; alternatively, TANZ’s liability shall be limited to damages that, under no circumstances, exceed the Fees for the Services.

22.5 TANZ may license or assign any part of its rights or obligations under this Agreement without the Member’s consent.

22.6 The Member cannot license or assign their rights or obligations without TANZ’s written approval.

22.7 The Member agrees that TANZ may amend these terms and conditions by providing written notice. Changes will take effect from the date the Member accepts them, or at the time the Member makes a further request for Services.

22.8 Message Boards: TANZ provides Message Boards for site users. These boards may not be used for promoting websites or any commercial activities. TANZ is not responsible for opinions expressed on these boards. By posting, the Member accepts full legal responsibility for their comments, including any offensive or defamatory statements.

22.9 Feedback: Feedback facilitates trading between Members on TANZ’s Website. It must not contain offensive, defamatory, retaliatory, or inappropriate language or content. TANZ reserves the right to remove any feedback deemed offensive, defamatory, retaliatory, or inappropriate.

22.10 Neither party shall be liable for any default due to acts of God, war, terrorism, strikes, lock-outs, industrial actions, fire, flood, storms, or other events beyond their reasonable control.

22.11 Both parties warrant that they have the authority to enter into this Agreement, have obtained all necessary approvals, are not insolvent, and that this Agreement creates binding and valid legal obligations for them.