Terms and Conditions of Trade
Last updated: 11 March 2026
1. Definitions
1.1. “GreenUp” shall mean GreenUp Irrigation, or any agents or employees thereof.
1.2. “Customer” shall mean the customer (or any person acting on behalf of and with the authority of the customer) as described on any quotations, invoices, or such like.
1.3. “Goods” means all products and materials supplied by GreenUp to the Customer at any time and includes goods described on any invoice, quotation or such like provided to the Customer.
1.4. “Services” shall mean all services supplied by GreenUp to the Customer at any time and includes any advice and recommendations (and where the context permits shall include any supply of Goods as defined above).
1.5. “Price” shall mean the price payable for the provision of Goods and Services as agreed by GreenUp and the Customer.
2. Acceptance
2.1. Any instructions received by GreenUp from a Customer for the supply of Goods and Services shall constitute a binding contract and the acceptance of the terms and conditions contained herein.
3. Quotations
3.1. Where a quotation has been provided by GreenUp, that quotation remains valid for 20 working days and must be accepted by the customer prior to commencement of work. The quotation may be withdrawn at any time before acceptance.
3.2. All quotations are based on costs and charges ruled at the date of the quotation. Any changes in the costs arising from sources beyond the control of GreenUp (for example changes in prices charged by suppliers) shall be borne by the Customer.
3.3. In the event of any inconsistency between these Terms of Trade, any quotation, and any other document, the quotation shall prevail unless otherwise expressly agreed in writing. The Customer acknowledges that any recommendations provided are based on limited site information and do not constitute a guarantee of system performance.
4. Price and Payment
4.1. The Price shall be indicated on an invoice provided by GreenUp to the Customer, or as quoted in accordance with clause 3.
4.2. GreenUp reserves the right to change the Price in the event of a variation to the quotation. Any variation from the plan of scheduled works or specifications will be charged for and shown as a variation on the invoice.
4.3. Any additional variations outside the further agreed scope will be agreed and presented, in writing, to the customer by GreenUp for approval, unless, the customer agrees in writing to ‘charge up’ work, allowing GreenUp to supply and install without an agreed quotation in place.
4.4. Payment of the claimed amount is due and payable for domestic Customers no later than 7 working days after receipt of our invoice, and for commercial Customers no later than 14 working days after receipt of invoice.
1) The Customer shall not be entitled to set off or deduct any amounts from any invoice without GreenUp’s prior written consent.
4.5. Where work is undertaken over a period exceeding one month, invoices may be issued for progress payments covering work done and costs incurred up to the date of invoice. Such payment claims may include the reasonable value of authorised variations and the value of materials delivered to the site but not yet installed.
4.6. If the Customer disagrees for any reason with the claimed amount, the customer must notify GreenUp in writing, specifying the reasons for dispute, before the payment due date. Overdue invoices shall attract interest at 2.5% per month and will be calculated on a daily basis until payment is made in full. Any expenses incurred by GreenUp in recovering this debt will be added to the Customer’s account, including any Solicitors fees or debt collection agency fees.
4.7. GreenUp reserves the right to suspend work immediately if any invoice remains unpaid past the due date.
Any costs associated with the suspension and recommencement of work shall be charged to the Customer.
4.8. If the Customer becomes insolvent, is placed into liquidation or receivership, or fails to meet its payment obligations, GreenUp may immediately suspend or terminate any contract and recover all unpaid amounts, including reclaiming any Goods supplied. Upon such event, all outstanding amounts shall become immediately due and payable.
4.9. GreenUp may require a deposit prior to commencement of work, and no work shall commence until such deposit is received.
4.10. GreenUp reserves the right to require full payment prior to delivery of Goods, commencement of Services, or release of completed works where the Customer has previously failed to meet payment obligations or where GreenUp reasonably considers there to be a credit risk.
5. Risk and Ownership
5.1. All risk for the Goods passes on to the Customer on delivery. If any loss arises from theft, destruction or damage from whatever cause following delivery but prior to ownership passing to the Customer, then GreenUp is entitled to receive all insurance proceeds payable for the goods.
5.2. Ownership in the Goods shall not pass from GreenUp to the Customer until the Goods have been paid for in full. Receipt by GreenUp of any form of payment other than cash shall not constitute payment until that form of payment has been honoured, cleared or recognised and until then GreenUp’s ownership rights in the Goods shall continue.
5.3. It is agreed between GreenUp and the Customer that:
1) Where practical the Goods shall be kept separate and identifiable until payment is received.
2) Until such time as ownership of the Goods shall pass to the Customer, GreenUp may give notice in writing to the Customer to return the Goods. Upon such notice being given the rights of the Customer to obtain ownership shall cease.
3) The Customer is only a bailee of the Goods and until such time as GreenUp has received payment in full for the Goods and the Customer shall hold any proceeds from the sale of the Goods on trust for GreenUp.
4) Until such time as ownership of the Goods passes to the Customer if the Goods are converted into other products. The parties agree GreenUp shall be the owner of the end products; and
5) If the Customer fails to return the Goods, then GreenUp may enter upon the land and premises owned, occupied or used by the Customer, or any premises where the Goods are situated and take possession of the goods and GreenUp will not be held liable for any reasonable loss or damage suffered as a result of any action GreenUp under this clause.
5.4. From the time risk passes to the Customer, the Customer shall be responsible for insuring the Goods against loss, damage, or destruction.
6. Personal Property Securities Act 1999 (“PPSA”)
6.1. Upon assenting to these Terms of Trade the Customer agrees that these terms constitute security agreement for the purposes of the PPSA and that a security interest is taken in all Goods previously supplied by GreenUp to the Customer (if any) and all Goods that will be supplied in the future.
6.2. The Customer agrees to:
1) Sign any further documents and/or provide any further information (such information to be complete, accurate and up to date in all respects) which GreenUp may reasonably require to register a financing statement or financing change statement on the Personal Properties Securities Register.
2) Indemnify, and upon demand reimburse, GreenUp all expenses incurred in registering a financing statement or a financing change statement on the Personal Properties Securities Register or releasing any Goods charged thereby.
3) Not register a financing change statement or a change demand without the prior written consent of GreenUp; and
4) Immediately advise GreenUp 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.
6.3. GreenUp and the customer agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
6.4. The Customer waives its rights as a debtor under sections 16,120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
6.5. Unless otherwise agreed to in writing by GreenUp, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.
6.6. The Customer shall unconditionally ratify any action taken by GreenUp under clauses 6.1 to 6.5.
6.7. The security interest created under these Terms of Trade extends to all proceeds, products, or converted goods derived from the Goods supplied by GreenUp.
7. Warranty
7.1. Subject to the conditions of warranty set out in clause 7.2, GreenUp warrants that if any defect in workmanship carried out by GreenUp becomes apparent and is reported to GreenUp within 12 months of the date of installation or completion of the services then GreenUp will, at its sole discretion, either repair or replace the defective workmanship.
7.2. The conditions applicable to the warranty provided in clause 7.1 are:
1) The warranty shall not cover any defect or damage which may be caused or partly caused by or arise through the failure on the part of the Customer to properly maintain any Goods, to follow any instructions or guidelines given by GreenUp, use of the Goods otherwise than any application specified on a quote or such like, the continued use of the Goods after any defect becomes apparent from wear and tear or an accident.
2) The warranty shall cease, and GreenUp shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired or altered without GreenUp’s consent.
3) In respect of all claims GreenUp shall not be liable to compensate for any delay in either replacing or remedying the workmanship.
7.3. For Goods not manufactured by GreenUp, the warranty shall be the current warranty provided by the manufacturer of the Goods.
7.4. In the case of second-hand Goods, the Customer acknowledges that he/she had full opportunity to inspect the same and that he/she accepts the same with all faults and that no warranty is given by GreenUp as to the quality or suitability for purpose and any implied warranty is expressly excluded.
7.5. GreenUp does not guarantee plant survival, lawn performance, or landscaping outcomes. GreenUp shall not be liable for plant loss or landscaping damage resulting from irrigation system failure, equipment malfunction, incorrect user settings, water supply issues, weather conditions, soil conditions, or defects in third-party products supplied.
7.6. The irrigation system is tested and commissioned at the time of installation. Following installation and handover, the Customer is responsible for monitoring the operation of the irrigation system and ensuring watering schedules are appropriate for site conditions.
7.7. GreenUp shall not be responsible for failures caused by third-party equipment including but not limited to tap timers, controllers, valves, pumps, or other manufacturer supplied products.
7.8. GreenUp provides no warranty for any materials, equipment, or products supplied by the Customer. Where GreenUp installs or connects customer-supplied products, those items remain the responsibility of the Customer.
7.9. Where GreenUp carries out repairs, modifications, or additions to an existing irrigation system, the warranty applies only to the workmanship carried out by GreenUp and does not extend to the performance or condition of any existing system components.
7.10. Manufacturer Warranty Claims
Where any Goods are subject to a manufacturer’s warranty claim, the Customer acknowledges that:
1) GreenUp is not the manufacturer and has no authority to determine warranty outcomes.
2) Any warranty claim is subject to the manufacturer’s assessment and timeframes.
3) GreenUp shall not be liable for delays or loss of system use while a warranty claim is being assessed.
4) If the Customer requires immediate replacement of any Goods during this period, the Customer agrees to pay for replacement Goods and labour in full.
5) Any reimbursement received from the manufacturer relating to the Goods shall be applied toward the Customer's replacement costs or refunded to the Customer, less any labour, freight, administration, diagnostic, travel, or other costs not covered by the manufacturer.
7.11. Existing Systems and Modifications
Where GreenUp carries out repairs, upgrades, or modifications to any existing system:
1) GreenUp makes no warranty as to the condition or performance of the existing system.
2) Warranty applies only to the specific workmanship and Goods supplied by GreenUp.
3) GreenUp shall not be liable for failures caused by pre-existing components or system limitations.
4) Failure of the overall system does not indicate faulty workmanship by GreenUp.
7.12. The Customer must notify GreenUp in writing of any alleged defect. Any claim must be made within 12 months of completion, after which no claim may be made. GreenUp shall be given reasonable opportunity to inspect and remedy the defect. Failure to provide such opportunity shall void any claim under this warranty.
7.13. The Customer acknowledges that irrigation systems are only one factor affecting plant health, lawn condition, and landscaping outcomes. To the maximum extent permitted by law, GreenUp shall not be liable for any plant loss, lawn damage, landscaping damage, crop loss, loss of use, or other consequential loss, regardless of whether such loss arises directly or indirectly from any defect, failure, interruption, malfunction, repair, replacement, warranty claim, or issue relating to the Goods or Services supplied by GreenUp.
7.14. Where GreenUp is found liable for defective workmanship, GreenUp's sole obligation shall be limited, at GreenUp's discretion, to repairing the defect, replacing the defective workmanship, or re-performing the affected Services. GreenUp shall not be liable for any consequential loss, including but not limited to plant loss, landscaping damage, lawn damage, loss of profits, loss of use, business interruption, or replacement costs beyond the defective work itself.
7.15. The Customer acknowledges that irrigation systems contain mechanical, electrical, electronic, wireless, internet-connected and manufacturer-supplied components which may fail, malfunction, lose communication, become damaged, lose power supply, lose water supply, operate incorrectly, or otherwise cease functioning without warning. GreenUp shall not be liable for any plant loss, lawn damage, landscaping damage, crop loss, water loss, loss of use, consequential loss, or other damage arising from any such failure, interruption, malfunction, or outage, whether caused by equipment supplied by GreenUp, third-party equipment, utility failures, internet outages, software failures, manufacturer defects, weather events, vandalism, accidental damage, or any other cause beyond GreenUp's reasonable control
8. Intellectual Property
8.1. Where GreenUp has designed, drawn or written plans for the Customer, then the copyright in those designs and documents shall remain vested in GreenUp, and shall only be used by the Customer at GreenUp’s discretion.
8.2. The Customer warrants that all designs or instructions to GreenUp will not cause GreenUp to infringe any patent, registered design, or trademark in the execution of the Customer’s orders and the Customer agrees to indemnify GreenUp against any action taken by third party against GreenUp in respect of any such infringement.
9. Consumer Guarantees Act
9.1. If the Customer is acquiring Goods and Services for the purposes of a trade or business, the Customer agrees that it is acquiring them in trade and that it is fair and reasonable that the parties are bound by this clause, and accordingly the parties contract out of the Consumer Guarantees Act 1993 to the maximum extent permitted by law.
10. Cancellation
10.1. GreenUp may cancel any contract to which these terms of trade apply by giving written notice to the Customer. On giving such notice GreenUp shall repay to the Customer any amount paid in respect to the price. GreenUp shall not be liable for any loss or damage arising from such cancellation.
10.2. In the event that the Customer cancels delivery of the Goods the Customer shall be liable for any loss incurred by GreenUp (including but not limited to the loss of profits) up to the time of the cancellation.
11. Privacy Act
11.1. The Customer authorises GreenUp to collect, retain and use any information about the Customer, for the purpose of assessing the Customer’s credit worthiness, enforcing any rights under this contract or marketing and Goods and Services provided by GreenUp to the Customer.
11.2. The Customer authorises GreenUp to disclose any information obtained to any person for the purposes set out in clause 11.1
11.3. Where the Customer is a natural person the authorities under clauses 11.1 and 11.2 are authorities or consents for the purpose of the Privacy Act 1993
12. Liability
12.1. GreenUp’s liability shall be limited to the value of the Goods and Services provided.
12.2. The Consumer Guarantees Act 1993, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations on GreenUp which cannot by law be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on GreenUp, GreenUp’s liability shall, where permitted, be limited to the minimum extent required by the relevant statute.
12.3. To the maximum extent permitted by law, GreenUp shall not be liable for any indirect or consequential loss including but not limited to plant loss, landscaping damage, lawn damage, loss of profits, or loss of use arising from the supply of Goods or Services.
12.4. The Customer agrees to indemnify GreenUp against all claims, loss, or damage arising from the Customer’s misuse of the Goods or Services, failure to follow instructions provided, or modification of the system by any party other than GreenUp.
12.5. GreenUp shall not be liable for any failure, defect, or damage caused by customer-supplied equipment, materials, or products, or by pre-existing irrigation systems or infrastructure not installed by GreenUp.
12.6. GreenUp does not guarantee the performance of an entire irrigation system where only partial repairs, upgrades, or modifications have been undertaken.
12.7. Additional Limitations
GreenUp shall not be liable for any loss or damage arising from:
1) manufacturer warranty processes or delays.
2) failures in existing systems.
3) the Customer’s failure to follow instructions or protect the system.
12.8. The Customer shall not be entitled to make any claim against GreenUp unless GreenUp has first been given a reasonable opportunity to investigate and remedy the issue.
12.9. To the maximum extent permitted by law, GreenUp's total liability arising out of or in connection with the supply of Goods or Services shall not exceed the amount paid by the Customer to GreenUp for the specific Goods or Services giving rise to the claim.
12.10. The Customer acknowledges that irrigation systems require ongoing monitoring, maintenance, and adjustment. GreenUp shall not be liable for any loss, damage, plant loss, reduced system performance, increased water usage, or other consequences arising from the Customer's failure to properly maintain, monitor, operate, or inspect the system following completion of the Services.
13. Disputes
13.1. In the event of a dispute arising between GreenUp and the Customer, such dispute shall in the first instance be referred to mediation for a resolution.
13.2. In the event that a resolution cannot be reached at mediation within 30 days of referral to mediation, either party may take legal action to resolve the dispute.
13.3. Nothing in this clause prevents GreenUp from taking legal action to enforce payment of a debt due, nor where required to seek interlocutory or injunctive relief.
14. General
14.1. The Customer shall be solely responsible for obtaining any necessary consent under and for compliance with all legislation, regulation or rules having the force of law in connection with the installation, operation and provision of the Goods and Services.
14.2. GreenUp shall be entitled to rely on the accuracy and shall not be obliged to check any plans, specifications, or other information supplied by the Customer. GreenUp shall bear no responsibility for goods supplied in compliance to those plans and specifications.
14.3. Neither party shall be liable for any delay or failure to perform its obligations where such delay or failure is due to events beyond reasonable control, including but not limited to weather events, natural disasters, material shortages, labour shortages, transport delays, or acts of third parties.
In such circumstances, GreenUp shall be entitled to a reasonable extension of time to complete the works and shall not be liable for any associated costs or damages.
14.4. The Construction Contract Act 2002 applies where applicable.
14.5. These Terms of Trade constitute the entire agreement and supersede and extinguish all prior agreements between GreenUp and the Customer.
14.6. These Terms of Trade will be interpreted in accordance with and governed by the laws of New Zealand and the New Zealand Courts will have exclusive jurisdiction in relation to any dispute.
14.7. While GreenUp will take reasonable care when carrying out excavation or trenching work, GreenUp shall not be responsible for damage to underground services, pipes, cables, drainage, irrigation lines, or other infrastructure that were not accurately identified or disclosed prior to the commencement of work. The Customer is responsible for ensuring that the location of all underground services has been clearly identified.
14.8. GreenUp’s quotation is based on site conditions that are reasonably observable at the time of quoting. If unforeseen site conditions are encountered including but not limited to rock, tree roots, buried structures, hard ground, existing infrastructure, restricted access, or other hidden obstructions, GreenUp reserves the right to charge additional costs associated with the additional work required.
14.9. GreenUp shall not be liable for delays in the completion of works caused by weather conditions, site conditions, material supply delays, or other circumstances beyond GreenUp’s reasonable control.
14.10. Any estimated commencement dates, completion dates, installation dates, or delivery dates provided by GreenUp are estimates only and shall not be binding. GreenUp shall not be liable for any loss, damage, costs, penalties, or delays arising from any variation to those estimated dates.
14.11. Where GreenUp attends a site to investigate a reported issue and no fault is found with GreenUp's workmanship or supplied Goods, GreenUp reserves the right to charge its standard service rates for attendance, travel, labour, diagnostic time, and associated costs.
14.12. Any advice, recommendations, watering schedules, programming settings, controller configurations, operational guidance, or system recommendations provided by GreenUp are based on conditions known at the time and may require adjustment due to weather conditions, seasonal changes, water restrictions, plant requirements, soil conditions, site conditions, or other factors beyond GreenUp's control.
14.13. The Customer acknowledges that irrigation systems are mechanical systems that require periodic maintenance, servicing, inspection, and adjustment. GreenUp shall not be liable for failures, leaks, blockages, pressure issues, controller issues, or other faults arising after completion of the Services due to wear and tear, environmental conditions, third-party interference, accidental damage, lack of maintenance, or normal system ageing.
The Customer agrees to follow all instructions provided by GreenUp regarding the use, protection, and maintenance of the system.
This includes, but is not limited to, protecting components such as pumps, controllers, and pipework from weather, environmental conditions, damage, or misuse.
GreenUp shall not be liable for any damage or failure resulting from the Customer’s failure to follow these instructions.
Any resulting repairs or replacements shall be at the Customer’s cost.
14.14. Where GreenUp supplies, installs, programs, commissions, repairs, or otherwise works on any internet-connected controller, timer, monitoring device, pump controller, wireless device, smart irrigation equipment, or similar product, GreenUp's responsibility is limited to the installation, setup, and verification that the equipment is operational at the time of commissioning and handover.
GreenUp does not provide information technology (IT), networking, router, modem, firewall, internet service provider (ISP), DHCP, DNS, IP addressing, VLAN, wireless network, cybersecurity, or other network configuration services unless expressly agreed in writing.
The Customer is solely responsible for ensuring that adequate internet service, Wi-Fi coverage, network settings, security settings, power supply, and ongoing connectivity are available, maintained, and compatible with the equipment.
GreenUp shall not be liable for any loss of communication, remote access failure, connectivity issue, software issue, firmware issue, network incompatibility, router configuration issue, firewall restriction, security setting, ISP issue, password change, network change, internet outage, wireless signal issue, or any other issue arising from or relating to the Customer's network, internet service, third-party software, third-party services, or associated infrastructure.
Where GreenUp demonstrates that the equipment is capable of connecting to and communicating through an alternative internet connection, including but not limited to a mobile hotspot, the equipment shall be deemed operational and any inability to connect, communicate, update, or operate through the Customer's network, internet service, router, modem, firewall, wireless network, or associated infrastructure shall be deemed a network or IT issue for which the Customer is solely responsible.
Any attendance requested by the Customer to diagnose, investigate, assist with, or attempt to resolve network, internet, software, communication, or connectivity issues may be charged at GreenUp's standard service rates, including labour, travel, diagnostic time, administration, and any associated costs.
GreenUp shall not be liable for any plant loss, landscaping damage, lawn damage, crop loss, water loss, loss of use, consequential loss, or other damage arising from any network, internet, software, communication, or connectivity issue affecting the operation of the equipment.
14.15. The Customer shall ensure that GreenUp has clear and reasonable access to the site to carry out the works.
Any delays, additional costs, or damage caused by restricted or unsafe access shall be the responsibility of the Customer.
1) If access to the site is not available at the agreed time, GreenUp reserves the right to charge additional costs, including labour, travel, and rescheduling fees.
14.16. The Customer must identify and disclose any hazards present on site prior to commencement of work.
The Customer is responsible for ensuring the site is safe and compliant with all applicable health and safety laws.
GreenUp shall not be liable for any issues arising from undisclosed hazards.
14.17. GreenUp shall not be responsible for the suitability or performance of any system design unless such design has been expressly agreed in writing as forming part of the Services.
14.18. Unless expressly stated in writing, the scope of works does not include full system design, hydraulic performance guarantees, or coverage of all areas. The Customer acknowledges that any recommendations provided are based on limited site information and do not constitute a guarantee of system performance.
15. Marketing and Use of Images
15.1. The Customer acknowledges and agrees that GreenUp may take photographs, videos, or other visual records of the Goods and Services provided, including works carried out at the Customer’s property, for the purpose of marketing, advertising, and portfolio use.
15.2. These images may be used by GreenUp in any media, including but not limited to websites, social media platforms, promotional materials, and advertising.
15.3. GreenUp agrees that any such images will not identify the specific location or address of the Customer’s property, nor include any personally identifiable information, unless the Customer has provided prior written consent.
15.4. The Customer may request in writing, prior to the commencement of work, that their property not be photographed or that such images not be used for marketing purposes. GreenUp will make reasonable efforts to comply with such requests.