Hydro Synergy Limited - Terms & Conditions
Updated: September 1, 2025
In these Terms, when we say you or your, we mean both you and any entity you are authorised to represent (such as your employer). When we say we, us, or our, we mean Hydro Synergy Limited (NZCN8900988). We and you are each a Party to these Terms, and together, the Parties.
These Terms form our contract with you, and set out our obligations as a service provider and your obligations as a customer. You cannot use our Services unless you agree to these Terms.
Some capitalised words in these Terms have defined meanings, and each time that word is used in these Terms, it has the same meaning. You can find a list of the defined words and their meaning at the end of these Terms.
For questions about these Terms, or to get in touch with us, please email ric@hydrosynergy.co.nz. These Terms were last updated on 12 August 2025.
1. Engagement and Term
1.1 These Terms apply from the Commencement Date until the date that is the earlier of:
(a) the date we complete the Equipment and Services set out in the relevant Order (including any delivery, installation or commissioning stated in that Order), as reasonably determined by us; or
(b) the date on which these Terms are terminated, (Term)
2. Equipment and Services
2.1 In consideration of your payment of the Price, we will provide the Equipment and Services in accordance with these Terms, whether ourselves or through our Personnel.
2.2 If these Terms express a time within which the Equipment and Services are to be supplied, we will use reasonable endeavours to provide the Equipment and Services by such time, but you agree that such time is an estimate only.
2.3 You agree that you are solely responsible for determining whether the Equipment and Services will be suitable and fit for your particular purposes. Any advice or guidance we provide in connection with the Equipment and Services is general in nature and shall be relied on at your own discretion.
2.4 We may engage third parties to assist with the provision of Services (including servicing and maintenance of Equipment). Where we engage third parties, those third parties will have direct contractual relationships with you for the provision of such services. We will have no liability for the acts or omissions of such third parties.
2.5 Unless otherwise agreed in an Order, cleaning and servicing of Equipment is your responsibility.
2.6 All variations to the Equipment and Services must be agreed in writing between the Parties and will be priced in accordance with any schedule of rates provided by us, or otherwise as reasonably agreed between the Parties. If we consider that any instructions or directions from you constitute a variation to the scope of the Equipment and Services or our obligations under these Terms, then we will not be obliged to comply with such instructions or directions unless agreed in accordance with this clause.
2.7 Notwithstanding clause 2.4, you agree that we may vary the Equipment and Services or the Price at any time, by providing 30 days’written notice to you (Variation Notice Period). If you do not agree to any amendment made to the Equipment and Services or Price, you may, before the end of the Variation Notice Period, terminate these Terms by giving us 30 days’ notice in writing, in which case, the proposed variation will not come into effect and clause 12.2 will apply.
The following provisions apply where Equipment is sold to you:
2.8 Title in the Equipment will only pass to you on the date that you pay the relevant Price in full in accordance with these Terms. Risk in the Equipment will pass to you on the date the Equipment is in your possession.
2.9 Where Equipment is supplied to you without payment in full, you:
(a) are a bailee of the Equipment until title in it passes to you;
(b) irrevocably appoint us to be your attorney to do all acts and things necessary to ensure our retention of title to the Equipment, including the registration of any security interest in our favour with respect to the Equipment; and
(c) must not allow any other person to have or acquire any security interest in the Equipment without our prior written consent.
2.10 Where we supply you with Equipment from third parties, these may come with warranties against defects from those third parties(which we will pass on to you), but we provide no other warranty in respect of such Equipment unless otherwise set out in each Order.
The following provisions apply where Equipment is leased to you:
2.11 Title in any Equipment leased to you will at all times remain with us, and you:
(a) take such Equipment as a bare bailee only;
(b) irrevocably appoint us to be your attorney to do all acts and things necessary to ensure our retention of title to the Equipment, including the registration of any security interest in our favour with respect to the Equipment; and
(c) must not allow any other person to have or acquire any security interest in the Equipment without our prior written consent, unless and until title in such Equipment passes to you under the relevant Order.
2.12 In respect of any Equipment leased to you, you agree to:
(a) not allow anyone to interfere or otherwise tamper with such Equipment;
(b) not allow any third party to conduct repairs or maintenance on such Equipment without our prior consent;
(c) pay us the cost of such Equipment (as a debt due and immediately payable) where its loss, theft, damage, or destruction occurs;
(d) protect and maintain such Equipment in good order and condition; and
(e) return such Equipment to us at the end of the relevant lease period (unless otherwise agreed in the relevant Order)
Your Obligations
3.1 You agree to (and to the extent applicable, ensure that your Personnel agree to):
(a) comply with these Terms, all applicable Laws, and our reasonable requests, including those in relation to the maintenance and cleaning of the Equipment;
(b) provide us (and our Personnel) with access to your premises (and its facilities) and any other premises as is reasonably necessary for us to provide the Services, free from harm or risk to health or safety at the times and on the dates reasonably requested by us or as agreed between the Parties;
(c) provide us with all documentation, information, instructions, cooperation, and access reasonably necessary to enable us to provide the Services; and
(d) not (or not attempt to) disclose, or provide access to, the Equipment and Services to third parties without our prior written consent.
3.2 You agree to pay our additional costs reasonably incurred as a result of your failing to comply with this clause 3.
Orders
4.1 During the Term, you may request us to supply the Equipment and Services by notifying us in writing or by any other process we specify (Order Request).
4.2 If we accept the Order Request, we will provide you with a formal Order. All Orders are valid for 30 days following the date of issue. If an Order is not accepted within 30 days, we reserve the right to issue a new Order. Once the Order is agreed by both Parties in writing, it will be binding in accordance with these Terms and the Order.
4.3 Each Order is subject to, and will be governed by, these Terms and any other conditions expressly set out in the Order. To the extent of any ambiguity or discrepancy between an Order and these Terms, the terms of these Terms will prevail.
5. Price and Payment
5.1 In consideration for us providing the Services, you agree to pay all amounts due under these Terms in accordance with the Payment Terms.
5.2 The Price for Equipment is inclusive of delivery costs within New Zealand.
5.3 If any payment has not been made in accordance with the Payment Terms, we may (at our absolute discretion, and without prejudice to any of our rights or remedies under these Terms or at Law):
(a) after a period of 5 Business Days from the relevant due date, cease providing the Services, and recover, as a debt due and immediately payable from you, our reasonable additional costs of doing so (including all recovery costs); and/or
(b) charge interest at a rate equal to the Reserve Bank of New Zealand’s cash rate, from time to time, plus 2% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the relevant due date in accordance with the Payment Terms.
(c) When applicable, Goods and Services Tax (under the Goods and Services Tax Act 1985 (GST) payable will be clearly shown on our invoices. You agree to pay us an amount equivalent to the GST imposed on these charges.
6. Warranty
6.1 Subject to clause 6.2, we warrant that Equipment will be free from defects in materials and workmanship (the Warranty) for a period of three (3) years from the date of installation (Warranty Period).
6.2 You must notify us of any Warranty claim within the Warranty Period and within 30 days of discovering the defect by contacting us with:
(a) The applicable Order number;
(b) A detailed description of the defect or failure;
(c) photographs or video evidence, where possible.
6.3 Within 5 Business Days of receiving your notification, we will notify you in writing whether the claim is accepted under Warranty, the claim is rejected under Warranty (with explanation), or if further investigation is required.
6.4 If your claim is accepted, we may, at our discretion, replace the Equipment in its entirety, provide replacement parts free of charge, or arrange for the repair of any defective parts, with all installation and removal costs to be borne by us.
6.5 Our Warranty does not cover:
(a) damage caused by misuse, negligence, or failure to follow our reasonable instructions;
(b) normal wear and tear;
(c) damage caused by failure to properly clean or service Equipment in accordance with our instructions; or
(d) modifications made without our written consent.
7. Intellectual Property
7.1 As between the Parties:
(a) we own all Intellectual Property Rights in Our Materials;
(b) you own all Intellectual Property Rights in Your Materials; and
(c) nothing in these Terms constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.
7.2 As between the Parties, ownership of all Intellectual Property Rights in any New Materials will at all times vest, or remain vested, in us upon creation. To the extent that ownership of such Intellectual Property Rights in any New Materials does not automatically vest in us, you hereby assign all such Intellectual Property Rights to us and agree to do all other things necessary to assure our title in such rights.
7.3 We grant you a non-exclusive, revocable, royalty-free, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you and the New Materials, solely for your use and enjoyment of the Services, as contemplated by these Terms.
7.4 You grant us a non-exclusive, irrevocable, royalty-free, worldwide, non-sublicensable (other than to our related bodies corporate, as that term is defined in the Companies Act 1993) and non-transferable right and licence to use Your Materials that you provide to us solely for the purpose of performing our obligations or exercising our rights under these Terms.
7.5 This clause 7 will survive termination or expiry of these Terms.
8. Security Interest
8.1 You acknowledge and agree that:
(a) these Terms are a ‘security agreement’ under the PPSA;
(b) this clause 8 creates a security interest in the Equipment, and any proceeds from any sale or disposal of the Equipment, as security for your obligations to us;
(c) we are a secured party in relation to the Equipment and any proceeds in respect of any sale or disposal of the Equipment, and we are entitled to register our interest on the relevant register as either (at our discretion) a security interest, and if applicable, a ‘purchase money security interest,’ and you must do all things necessary to assist us in effecting the registration;
(d) you must (at your cost), where we request, take all steps that we consider necessary or desirable to ensure our security interest in the Equipment and the proceeds is enforceable, and to perfect, or better secure our position under these Terms, or ensure our priority over all other security interests.
8.2 You agree, to the extent permitted by Law, that you will have no rights under the following provisions of Part 9 of the PPSA to:
(a) receive a notice under section 114(1)(a);
(b) receive a statement of account under section 116;
(c) receive notice of any proposal by us to retain collateral under section 120(2);
(d) object to any proposal by us to retain collateral under section 121;
(e) not have goods damaged in the event that we were to remove an accession under section 125;
(f) refuse permission to remove an accession under section 127;
(g) receive notice of the removal of an accession under section 129;
(h) apply to a court for an order concerning the removal of an accession under section 131; and
(i) reinstate the Agreement under sections 133 and 134.
8.3 You further agree that where we have rights in addition to those under Part 9 of the PPSA, those rights will continue to apply.
8.4 You waive your right under the PPSA to receive a copy of any ‘verification statement’ (as that term is defined in the PPSA).
8.5 Nothing in this clause 8 is intended as an agreement to subordinate a security interest arising under these Terms in favour of any person.
8.6 In this clause 8, a ‘security interest’ includes any form of lien, encumbrance, or security interest under the PPSA.
8.7 In this clause 8 terms used in this clause but not defined have the same meaning as in the PPSA.
8.8 This clause 8 will survive the termination or expiry of these Terms.
9. Confidential Information
9.1 Subject to clause 9.2, each Party must (and must ensure that its Personnel) keep confidential, and not use (except to perform its obligations under these Terms) or permit any unauthorised use of, information provided by the other Party, including information about these Terms and the other Party’s business and operations.
9.2 Clause 9.1 does not apply where the disclosure is required by Law or the disclosure is to a professional adviser to obtain advice in relation to matters arising in connection with these Terms, and provided that the disclosing Party ensures the adviser complies with the terms of clause 9.1
9.3 This clause 9 will survive the termination of these Terms.
10. Consumer Law
10.1 As a business, you agree and represent that you are acquiring the Equipment and Services for the purposes of trade. The Parties agree that:
(a) to the maximum extent permitted by law, the Consumer Guarantees Act 1993 and sections 9, 12A, and 13 of the New Zealand Fair Trading Act 1986 do not apply to the supply of the Equipment and Services or the Agreement; and
(b) it is fair and reasonable that the Parties are bound by these Terms, including this clause.
10.2 This clause 10 will survive the termination or expiry of these Terms.
11. Liability
11.1 Despite anything to the contrary, but subject to your Consumer Law Rights, to the maximum extent permitted by Law:
(a) neither Party will be liable for Consequential Loss;
(b) a Party’s liability for any Liability under these Terms will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
(c) our Liability is limited (at our discretion) to supplying the Equipment and Services again or paying the cost of having the Equipment and Services supplied again; and
(d) our aggregate liability for any Liability arising from or in connection with these Terms will be limited to the Price paid by you to us in the 12 months immediately preceding the event which gave rise to the Liability in respect of the supply of the relevant Services to which the Liability relates.
11.2 This clause 11 will survive the termination or expiry of these Terms.
12. Termination
12.1 These Terms will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:
(a) the other Party (Defaulting Party) breaches a material term of these Terms and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
(b) the Defaulting Party goes bankrupt, insolvent, or is otherwise unable to pay its debts as they fall due.
12.2 Upon expiry or termination of these Terms:
(a) without limiting and subject to your Consumer Law Rights, any payments made by you to us for Services already performed are not refundable to you;
(b) you are to pay for all Services provided prior to termination, including Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under these Terms;
(c) by us pursuant to clause 12.1, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination (including recovery fees); and
(d) we may retain your documents and information (including copies) to the extent required by Law or pursuant to any information technology back-up procedure, provided that we handle your information in accordance with clause 8
12:3 Unless otherwise agreed between the Parties, if these Terms are terminated:
(a) by us, then any current Order will also terminate on the date of termination, and we will immediately cease providing the Services; or
(b) by you, then any outstanding Orders will continue in accordance with the terms of the Order (and these Terms) until such time as the Order is complete or the Order is otherwise terminated in accordance with its terms.
12.4 Termination of these Terms will not affect any rights or liabilities that a Party has accrued under it.
12.5 This clause 12 will survive the termination or expiry of these Terms.
13. General
13.1 Amendment: Subject to clause 2.7, these Terms may only be amended by a written instrument executed by the Parties.
13.2 Assignment: Subject to clauses 13.3 and 13.10, a Party must not assign, novate or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent is not to be unreasonably withheld).
13.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with these Terms, to a debt collector, debt collection agency, or other third party.
13.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from, or in connection with, these Terms (Dispute) without first meeting a representative of the other Party within 10 Business Days of notifying that other Party of the Dispute. If the Parties cannot resolve the Dispute at that meeting, either Party may refer the Dispute to mediation administered by the New Zealand Disputes Centre.
13.5 Force Majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under these Terms if such delay or failure is caused or contributed to by a Force Majeure Event, provided that the Party seeking to rely on the benefit of this clause:
(a) as soon as reasonably practical, notifies the other Party in writing details of the Force Majeure Event, and the extent to which it is unable to perform its obligations; and
(b) uses reasonable endeavours to minimise the duration and adverse consequences of the Force Majeure Event.
Where the Force Majeure Event prevents a Party from performing a material obligation under these Terms for a period in excess of 60 days, then the other Party may, by notice, terminate these Terms, which will be effective immediately, unless otherwise stated in the notice. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under these Terms.
13.6 Governing Law: These Terms are governed by the laws of New Zealand. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New Zealand and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
13.7 Notices: Any notice given under these Terms must be in writing, addressed to the addresses set out in these Terms, or the relevant address last notified by the recipient to the Parties in accordance with this clause. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
13.8 Publicity: Despite clause 8, with your prior written consent, you agree that we may advertise or publicise the broad nature of our supply of the Equipment and Services to you, including on our website or in our promotional material.
13.9 Relationship of Parties: These Terms are not intended to create a partnership, joint venture, employment, or agency relationship between the Parties.
13.10 Subcontracting: We may subcontract the provision of any part of the Equipment and Services without your prior written consent. We agree that any subcontracting does not discharge us from any liability under these Terms and that we are liable for the acts and omissions of our subcontractor.
14. Definitions
In these Terms, unless the context otherwise requires, capitalised terms have the following meanings:
Business Day means a day on which banks are open for general banking business in Auckland, New Zealand, excluding Saturdays, Sundays, and public holidays.
Commencement Date means the date that is the earlier of:
(a) the date that you accept the first Order between the Parties;
(b) the date that you ask us to begin supplying the Services; or
(c) the date that you make part or full payment of the Price.
Consequential Loss includes any consequential loss, special or indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. However, your obligation to pay us the Price will not constitute “Consequential Loss.”
Equipment means the equipment to be supplied as set out in each Order, as adjusted in accordance with these Terms.
Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.
Intellectual Property Rights or Intellectual Property means any and all existing and future rights throughout the world conferred by statute, common law, equity, or any corresponding law in relation to any copyright, designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or confidential information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing, whether or not registered or registrable.
Law means all applicable laws, regulations, codes, guidelines, policies, protocols, consents, approvals, permits, and licences, and any requirements or directions given by any government or similar authority with the power to bind or impose obligations on the relevant Party in connection with these Terms or the supply of the Services.
Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment whether under statute, contract, equity, tort (including negligence), indemnity or otherwise, howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to these Terms or otherwise.
New Materials means all Intellectual Property developed, adapted, modified, or created by or on behalf of us or you or any of your or our respective Personnel in connection with these Terms or the supply of the Services, whether before or after the Commencement Date, and any improvements, modifications, or enhancements of such Intellectual Property, but excludes Our Materials and Your Materials.
Order means an order for the supply of Services, placed in accordance with clause 4.
Our Materials means all Intellectual Property which is owned by or licensed to us and any improvements, modifications, or enhancements of such Intellectual Property, but excludes New Materials and Your Materials.
Payment Terms means the timings for payment of the Price, as set out in any Order.
Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.
Price means the price set out in any Order, as adjusted in accordance with these Terms.
Services means the services set out in any Order, as adjusted in accordance with these Terms.
Terms means these terms and conditions and any agreed Order issued under it and any documents attached to, or referred to in, each of them.
Your Materials means all Intellectual Property owned or licensed by you or your Personnel before the Commencement Date (which is not connected to these Terms) and/or developed by or on behalf of you or your Personnel independently of these Terms and any improvements, modifications, or enhancements of such Intellectual Property, but excludes Our Materials and New Materials.