Terms of Trade

1. Application

These Terms apply to all goods and services supplied by Envelope Limited (“Envelope”, “we”, “us”) unless otherwise agreed in writing. They apply to all roofing, exterior waterproofing and facade works, including inspections, leak investigations, maintenance, repairs, make-safe works, re-roofing and installation (the “Works”). By accepting a quote or instructing Envelope to proceed, the Customer accepts these Terms. These Terms are in addition to, and do not limit, any rights the Customer has under the Consumer Guarantees Act 1993, Fair Trading Act 1986, Building Act 2004 or other law that cannot lawfully be excluded.

2. Definitions

• Customer: the person or entity who accepts a quote or instructs Envelope to proceed, and includes any person who instructs the Works on behalf of an owner (see clause 4).
• Commercial Customer: a Customer who acquires the Works for the purposes of a business and is “in trade” within the meaning of the Fair Trading Act 1986 and Consumer Guarantees Act 1993. This includes a person who owns property for the purpose of deriving rental or investment income in trade.
• Consumer: any Customer who is not a Commercial Customer.
• Variation: any change to the scope, quantity or nature of the Works.

3. Formation of Contract

A contract is formed when the Customer accepts a quote or instructs Envelope to proceed. Quotes are valid for 30 days unless stated otherwise. Where the contract is an “uninvited direct sale agreement”, clause 5 (Cooling-Off) also applies.

4. Authority (Who is the Customer)

A person who instructs the Works warrants that they are the owner of the property, or are authorised by the owner to commission the Works and to incur the cost. If that warranty is incorrect, the person who instructed the Works is personally liable for all amounts payable. For works on unit-title or body-corporate property, Envelope may require written confirmation of authority from the body corporate before commencing. Where a property manager, agent or tenant instructs the Works, Envelope may require the owner to confirm the instruction and payment responsibility before commencing works over $5,000 (incl. GST).

5. Cooling-Off (Uninvited Direct Sales)

Where the contract is an “uninvited direct sale agreement” under the Fair Trading Act 1986 (sections 36L–36U) — broadly, where the agreement results from Envelope approaching the Customer, or from negotiations at a place that is not Envelope’s business premises, and the Customer is a Consumer — the Customer has a right to cancel within 5 working days of receiving the required written disclosure. Envelope will provide the prescribed written information and cancellation rights at or before the time the agreement is formed. The Customer may cancel during the cooling-off period by notifying Envelope in writing. This clause does not apply where the Customer is a Commercial Customer, or where the law provides the agreement is not an uninvited direct sale agreement (for example, where the Customer initiated the contact and invited the quote).

6. Scope of Works

Envelope will carry out only the Works expressly stated in the quote. Anything not stated is excluded unless agreed as a Variation. Envelope may rely on information provided by the Customer or third parties and, except to the extent caused by Envelope’s own negligence, is not responsible for inaccuracies or omissions in that information.

7. Pricing and GST

Pricing may be fixed, estimate or charge-up as stated in the quote. Unless stated otherwise, labour, materials, access, plant and subcontractors are charged as quoted or as used. Fixed-price quotes are subject to clause 7A (Material Price Escalation). GST: quotes issued to Consumers are stated GST-inclusive; quotes issued to Commercial Customers are stated GST-exclusive and GST is payable in addition. GST applies to Variations, charge-up amounts and default interest where applicable.

7A. Material Price Escalation

Where the quote states a fixed price, that price is based on the cost of materials at the date of the quote. If, after the date of the quote and before materials are ordered, Envelope’s cost of materials required for the Works increases — including through a change in a supplier’s or manufacturer’s price, currency movement, freight, tariff or raw-material cost — Envelope may increase the contract price by the amount of that increase, provided Envelope:

• (a) has used reasonable endeavours to obtain the materials at the quoted cost;
• (b) gives the Customer written notice of the increase, with reasonable evidence (such as a supplier invoice or price list), before ordering the affected materials; and
• (c) obtains the Customer’s written approval before proceeding with the increased-cost materials.

If the Customer does not approve the increase within 5 working days of notice, Envelope may, at its option, source reasonably equivalent substitute materials at no additional cost to the Customer, or terminate the contract, in which case the Customer must pay for all Works performed and materials ordered up to the date of termination.

This clause does not apply to a Consumer to the extent it would be inconsistent with the Fair Trading Act 1986 or the Consumer Guarantees Act 1993.

8. Charge-Up / Call-Out Work

Where charge-up applies: the call-out fee covers initial attendance; labour is charged thereafter at the quoted rate; materials and subcontractors are charged as used.

9. Variations

Variations may arise from hidden defects, additional work, access issues, or urgent/make-safe works, and are chargeable in addition to the contract price. Except for genuine make-safe or emergency works, Envelope will obtain the Customer’s written approval (email is sufficient) of the scope and estimated cost of a Variation before proceeding. For make-safe or emergency works, Envelope may proceed to prevent injury, property damage or water ingress, and will confirm the scope and cost in writing as soon as practicable (and in any event within 48 hours).

10. Customer Responsibilities

The Customer must: (a) provide safe access; (b) disclose known risks, including leaks, asbestos and structural issues; and (c) obtain any required consents or approvals. Failure may result in delays, additional costs or suspension.

11. Diagnostics, Temporary Works and Limited Repairs

• Leak investigations: diagnostic only. Envelope does not guarantee that all leak sources will be identified.
• Temporary / make-safe works: not permanent solutions and carry no assurance of weathertightness.
• Partial repairs: limited to the specific areas stated and not a full weathertightness solution.
• Design: Envelope does not provide architectural or structural-engineering design services or producer statements (other than a PS3 for its own restricted building work where applicable). Where Envelope recommends a roofing or membrane system, it does so with reasonable skill and care based on the information provided and visible conditions; the Customer remains responsible for confirming the system’s suitability for their building, consent and specific requirements.

12. Hidden Conditions

The quote makes no allowance for hidden defects, structural issues, concealed moisture, corrosion or membrane failure, internal damage, or asbestos / hazardous materials, unless expressly stated. Such conditions are treated as Variations under clause 9.

13. Asbestos and Hazardous Materials

If asbestos or other hazardous material is discovered or suspected during the Works, Envelope will stop work in the affected area, avoid disturbing the material, and comply with its duties under the Health and Safety at Work Act 2015 and the Health and Safety at Work (Asbestos) Regulations 2016, including engaging a licensed assessor or removalist where required. Any resulting assessment, removal, delay or additional work is a Variation and a delay event. Where the Customer failed to disclose known asbestos, the resulting costs and delay are the Customer’s responsibility.

14. Programme and Delay

Timeframes are estimates only. Delays caused by weather, access, hidden conditions, third parties or force majeure (clause 22) do not create liability and entitle Envelope to a reasonable extension of time.

15. Payment

• Deposit: for jobs over $5,000 (incl. GST), a deposit of up to 20% is payable on acceptance.
• Progress payments: for jobs over $30,000 (incl. GST), Envelope may issue progress claims by milestone or fortnightly.
• Terms: Residential — 7 days from invoice. Commercial — 20th of the month following invoice.

No set-off is permitted. Default interest may apply. Envelope may suspend the Works for non-payment.

16. Construction Contracts Act 2002

Envelope may issue payment claims under the Construction Contracts Act 2002, complying with the content requirements of section 20. If the Customer does not provide a compliant payment schedule within the time required, the claimed amount becomes a debt due and recoverable, and Envelope may exercise its rights under sections 22 and 23. Envelope may refer any dispute to adjudication; this right cannot be contracted out of. Where retentions are held on commercial Works, they are dealt with in accordance with the retentions regime (sections 18A–18I) and released on expiry of the applicable warranty / defects period.

17. Warranties

Envelope warrants its workmanship, within the scope of the Works, as follows:

• Diagnostics / leak investigations: none
• Temporary / make-safe works: none
• Maintenance: 12 months
• Repairs: 12 months
• Re-roofing / new installation: 7 years (workmanship)

These contractual warranties are in addition to, and do not limit, any non-excludable statutory warranties — including the Consumer Guarantees Act 1993 and the implied warranties under sections 396–399 of the Building Act 2004, which apply to residential building work, run with the land, and cannot be contracted out of. Material warranties are those provided by the manufacturer and are passed through to the Customer. The contractual workmanship warranty excludes weather events, wear and tear, latent defects, and work by others, and does not apply to temporary, investigative or partial remedial works. For residential building work, the Customer may notify Envelope of a defect within 12 months of completion and Envelope will remedy it in accordance with the Building Act 2004, in addition to the workmanship periods above.

18. Statutory Rights

Consumers: nothing in these Terms limits or excludes any rights the Customer has under the Consumer Guarantees Act 1993 or Fair Trading Act 1986 that cannot lawfully be excluded. Commercial Customers: where the Customer is a Commercial Customer, acquiring the Works for business purposes, and it is fair and reasonable to do so, the parties agree in writing that the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply. The Commercial Customer acknowledges this exclusion is fair and reasonable given the commercial nature of the contract.

19. Limitation of Liability

To the maximum extent permitted by law:

• Indirect loss: Envelope is not liable for indirect or consequential loss, including loss of rent, income or profit, business interruption, or third-party claims.
• Pre-existing and system conditions: Envelope is not liable for pre-existing defects, latent conditions, building or design defects, concealed damage, or the weathertightness of the overall building system — except to the extent caused or worsened by Envelope’s own defective workmanship.
• Workmanship preserved: nothing in this clause excludes or limits Envelope’s liability for loss or damage caused or made worse by its own negligent or defective workmanship within the scope and warranty period of the Works.
• Liability cap: subject to the two points above and below, Envelope’s total liability is limited to the greater of (a) the amount paid for the Works, or (b) the amount recoverable under Envelope’s insurance policies.
• No cap applies to: liability that cannot lawfully be limited; personal injury or death; or Envelope’s wilful default.

20. Insurance

Envelope holds the following insurance with Ando Insurance Group Limited:

• Public liability: $10,000,000 limit of indemnity
• Statutory liability: $1,000,000 limit of indemnity
• Employers liability: $1,000,000 limit of indemnity

Envelope does not hold a standalone professional indemnity (PI) policy. Where Envelope provides incidental advice without charge in connection with the Works, this is covered under the business advice extension of the public liability policy. Sub-limits apply within the public liability policy, including: defective workmanship ($100,000 sub-limit); water damage to buildings ($25,000 aggregate sub-limit). These sub-limits reflect the extent of insurance cover only and do not cap Envelope’s liability to the Customer. Certificates of currency are available on request.

21. Risk and Care of Site

The Customer remains responsible for the overall condition of the building and the protection of property outside the scope of the Works.

22. Contract Works Insurance

Where the Works involve the removal of any existing roof covering, membrane, or cladding (a “Major Works contract”), the Customer is responsible for maintaining Contract Works (Construction All Risks) insurance covering the Works and the building for the full duration of the contract period, including during stripping, installation and until practical completion.

Before Envelope commences stripping or removing any existing roof covering on a Major Works contract, the Customer must confirm in writing (email is sufficient) that Contract Works insurance or equivalent building cover is in place for the duration of the Works.

Where the Customer does not hold Contract Works insurance or declines to arrange it, the Customer accepts the risk of loss or damage to the Works and the building arising during the construction period from any cause outside Envelope’s control, including weather events, fire, theft and third-party damage. Envelope’s public liability policy does not cover loss or damage to the Works themselves during construction. Envelope is not liable for such loss or damage except to the extent directly caused by its own negligent act or omission. Nothing in this clause limits the Customer’s rights under the Consumer Guarantees Act 1993 or any other law that cannot be excluded.

23. Force Majeure

Neither party is liable for failure or delay caused by events beyond its reasonable control, including extreme weather, natural disaster, pandemic, government action, or supply-chain disruption. Affected obligations are suspended and timeframes extended for the duration of the event. If the event continues for more than 60 days, either party may terminate, and costs incurred to that date remain payable.

24. Consumer Protection (Residential Building Work)

Where the Works constitute residential building work, Envelope will comply with its obligations under the Building Act 2004 and the Building (Residential Consumer Rights and Remedies) Regulations 2014. Envelope will provide the prescribed disclosure information and checklist on request, and (for contracts of $30,000 or more, incl. GST) before the contract is entered into, together with a compliant written contract.

25. Planned Preventive Maintenance (PPM)

Where the Customer engages Envelope for ongoing planned preventive maintenance, a separate PPM Schedule applies, setting out term, renewal, visit frequency and scope, pricing and price-escalation, and cancellation/exit terms. The PPM Schedule forms part of these Terms; where it conflicts with these Terms, the PPM Schedule prevails for the PPM services. Each maintenance visit is limited to the scope stated for that visit and is not a warranty of the condition of the roof between visits.

26. Privacy

Envelope collects and holds customer information (including names, contact details, site addresses and site/roof imagery) to quote, perform and invoice the Works, and complies with the Privacy Act 2020. Site or roof imagery will be used in marketing only with the Customer’s consent. Information may be disclosed to subcontractors, insurers and advisers as reasonably required to perform the Works.

27. Subcontracting

Envelope may engage suitably qualified subcontractors to perform any part of the Works.

28. Suspension / Termination

Envelope may suspend or terminate the Works for non-payment, an unsafe site, or access issues. All costs incurred to the date of suspension or termination remain payable.

29. Dispute Resolution

The parties will first attempt to resolve any dispute by good-faith negotiation. Failing resolution within 10 working days, the parties will refer the dispute to mediation before commencing court proceedings. Nothing in this clause prevents either party from seeking urgent interlocutory relief, exercising Construction Contracts Act 2002 adjudication rights, or (for claims within its jurisdiction, currently up to $30,000) applying to the Disputes Tribunal.

30. General

New Zealand law applies and the New Zealand courts have jurisdiction. The contract is with Envelope Limited only. If any provision is held unenforceable, the remaining provisions continue in full effect.

Envelope Limited — NZBN 9429053755032 — GST 149-002-588. Registered in New Zealand. Terms & Conditions of Trade Version 4, 14 August 2026.