Terms and Conditions.
APPLICATION OF THESE TERMS:
1 These terms and conditions of trade (“Terms”) will, unless otherwise agreed in writing,
apply to all Works provided by GOAT Electrical Ltd to the Customer.
2 The Customer is taken to have accepted and be bound by these Terms if the
Customer accepts a quote, places an order for and/or accepts delivery of any
Works.
DEFINITIONS:
3 In these Terms, unless the context otherwise requires:
“Completion Date” means the date the Works are to be completed.
“Contractor” means the person or entity providing the Works, and includes its
employees, agents, or any person or entity that acquires the assets and
business of the Contractor or any person acting on behalf of and with the
authority of the Contractor.
“Customer” means the person/s, or authorised agent on behalf of a firm,
organisation, partnership, company and other entity (including trust)
requesting the Contractor to provide the Works, and where the context
requires, includes the customer’s contractors.
“Event of Default” means an event of default by the Customer, which occurs if:
• the Customer defaults in payment of an amount payable under these
Terms;
• the Customer fails to meet any of its other obligations under these Terms
with the Contractor;
• where the Customer is a natural person, the Customer dies, ceases to be
of full legal capacity or commits an act of bankruptcy, or if the Customer is
a company or body corporate, the Customer becomes insolvent or is
subject to liquidation, receivership, administration or a similar insolvency
process;
• any representation or undertaking made by the Customer to the
Contractor is untrue, misleading or deceptive; or
• an event, or a series of events (whether related or not), occurs which, in
the Contractor’s opinion, may cause a material adverse change in the
ability of the Customer to meet its obligations under these Terms with the
Contractor.
“Materials” means any goods provided by the Contractor to the Customer.
“Price” means the price payable (plus any Goods and Services Tax (“GST”) where
applicable) for the Works.
“Site” means the location where the Works are to be carried out by the Contractor, as
advised by the Customer.
“Start Date” means the start date of the performance of the Works.
“Terms” means these terms and conditions, together with any invoice, order, quote,
or other document or amendments expressed to form part of the terms
between the Contractor and the Customer.
“Variation” means a variation to the Works under clauses 18 to 21 and any other
matter which is stated to be a variation or to be treated as a variation by
these Terms.
“Works” means all goods and services provided by the Contractor in accordance with
any quotation or any request from the Customer from time to time.
PROVISION OF WORKS:
4 Subject to clause 5, the Contractor will start the Works on the Start Date.
5 The Start Date will be delayed and the Completion Date extended by whatever time
is reasonable if the Contractor claims an extension of time (by giving the Customer
written notice) where completion is delayed by an event beyond the Contractor’s
control.
6 GOAT Electrical Ltd may deliver the Works by separate installments. Each separate
installment will be invoiced and paid in accordance with these Terms.
7 Any time or date given by GOAT Electrical Ltd to the Customer is an estimate only. The
Contractor will not be liable for any loss or damage whatsoever due to failure by the
Contractor to deliver the Works (or any part of them) promptly or at all, where the
failure is due to circumstances beyond the reasonable control of the Contractor.
8 Any advice, assistance, information, or recommendation provided by GOAT Electrical Ltd
is provided in good faith, based on the Contractor’s knowledge and experience, and
the Customer will be responsible for confirming the accuracy and reliability of the
same in the use to which the Customer makes or intends to make of the Works.
PRICE & PAYMENT
9 At GOAT Electrical Ltd’s sole discretion, the Price will be, either:
9.1 in accordance with any estimate provided by the GOAT Electrical LTd; or
9.2 as indicated on any invoice provided by GOAT Electrical Ltd to the Customer.
10 Subject to clauses 11 and 12, the Price specified in any quote from GOAT Electrical Ltd to
the Customer will be valid for the period/s stated in that quote.
11 Unless otherwise stated in writing, the Customer will be charged for the Contractor’s
travel costs in the manner that the Contractor chooses.
12 GOAT Electrical Ltd reserves the right to change the Price:
12.1 if a variation to the Materials which are to be supplied is requested; or
12.2 if a variation to the Works originally scheduled (including any applicable
plans or specifications) is requested; or
12.3 where additional Works are required due to the discovery of hidden or
unidentifiable difficulties which are only discovered on commencement of
the Works; or
12.4 in the event of increases to the Contractor in the cost of labour or materials
which are beyond the GOAT Electrical Ltd’s control.
13 Time for payment for the Works being of the essence, the Price will be payable by the
Customer on the date/s determined by GOAT Electrical Ltd, which may be:
13.1 on completion of the Works; or
13.2 by way of progress payments in accordance with GOAT Electrical Ltd’s
specified progress payment schedule. Such progress payment claims may
include the reasonable value of authorised variations and the value of any
Materials delivered to the Site but not yet installed;
13.3 the date specified on any invoice or other form as being the date for
payment; or
13.4 failing any notice to the contrary, the date which is seven (7) days following
the date of any invoice given to the Customer by GOAT Electrical Ltd.
14 If payment is not received by the due date, default interest of 10% per month will apply, and GOAT may suspend Works or terminate the contract.
15 GOAT Electrical Ltd may require the payment of a deposit upon request.
16 In addition to the Price, the Customer must pay to GOAT Electrical Ltd an amount equal
to any GST GOAT Electrical Ltd must pay for any provision of the Works. The Customer
must pay any other taxes and duties that may be applicable in addition to the Price,
except where they are expressly included in the Price.
17 The Customer will not be entitled to set off against, or deduct from the Price, any
sums owed or claimed to be owed to the Customer by GOAT Electrical Ltd
or to withhold
payment of any invoice because the invoice is in dispute unless the request for
payment by the Contractor is a payment claim under the Construction Contacts Act
2002, in which case the Customer must comply with the provisions under that Act
relating to payment schedules.
RETENTIONS:
18 Where there is a commercial construction contract as defined in the Construction
Contracts Act 2002, payment of the Price may be subject to retention by the
Customer of an amount ("Retention Money"), being a set amount or equal to a
percentage of the Price. All Retention Money must be held on a plus GST basis.
19 The Customer will hold the Retention Money on trust in an account for the agreed
period following completion of the Works during which time all Works are to be
completed and/or all defects are to be remedied.
20 Retention Money under these Terms is to be dealt with in accordance with section 18
of the Construction Contracts Act 2002.
VARIATIONS:
21 The Customer (and where applicable in these Terms, the Contractor) may, by written
notice, order any variations to the Works that:
21.1 Increase or decrease the quantity of any Work;
21.2 Omit any Work;
21.3 Change the character or quality of any Material or Work;
21.4 Require additional Work to be done; or
21.5 Change the level, line, position, or dimensions of any part of the Works, and
such order will be a variation.
22 The Contractor will carry out and comply with any Variation ordered under clause 21.
23 The value of any Variation, as calculated under clause 24, will be added to or
deducted from the Price.
24 Any Variation to the Works will be valued as follows:
24.1 Where the Terms include specific rates and/or percentages applicable to
any Variation, the Variation will be valued in accordance with such rates
and/or percentages.
24.2 Where the Terms do not include any specific rates and/or percentages
applicable to any Variation, GOAT Electrical LTd will notify the Customer of the
proposed value of any Variation and as soon as practicable following
receipt of the GOAT Electrical Ltd’s notice (but in any case no more than 7 days,
time being of the essence), the Customer will confirm in writing whether or
not the proposed value of the Variation is accepted. Where the Customer
gives notice that it does not accept such proposed value, the parties will
endeavour to resolve the dispute by agreement, failing which the Dispute
Resolution provisions of these Terms will apply.
CUSTOMER RESPONSIBILITIES:
25 The Customer will:
25.1 Provide the Contractor with clear and unobstructed access to the Site. If
the Contractor moves anything on or about the Site to safely perform the
Works (as determined by the Contractor from time to time), this will be done
at the sole risk of the Customer. Any damage to the Customer’s property
and/or the Site will not be the responsibility of GOAT Electrical Ltd unless it is due
to the negligence of the Contractor.
25.2 arrange for scaffolding to be installed at the Site by a professional scaffold
installer and to the satisfaction of the Contractor in all things, should the
contractor determine it is necessary to complete the Works.
25.3 on request, advise and mark the precise location of all underground
services on the Site. While the Contractor will take all due care, any
damage caused by the Customer not correctly and precisely locating
underground services will be the responsibility of the Customer and the
Customer indemnifies GOAT Electrical Ltd from all liability, claims, loss, damage,
or fines.
25.4 be responsible for any materials the Customer supplies. Any additional costs
and/or delays incurred because the materials provided are not fit for
purpose will be the Customer’s sole responsibility in all things.
25.5 be responsible for the acts of any persons at or about the Site not under GOAT Electrical Ltd’s control, including but not limited to other contractors
engaged by the Customer. Any delay in the Contractor’s performance of
the Works arising from the act of a person for whom the Customer is
responsible will be treated as a Variation and clauses 21 to 24 of these
Terms will apply.
25.6 Be responsible for the clean-up of the Site, including removal of all rubbish.
PLANS AND SPECIFICATIONS:
26 All customary building industry tolerances will apply to the dimensions and
measurements of the Materials unless otherwise agreed by the Contractor and the
Customer in writing.
27 GOAT Electrical Ltd will be entitled to rely on the accuracy of any plans, specifications
and other information provided by the Customer.
28 If any reference to the position of any electrical installations is removed or covered
up by the Customer, then the Contractor will not be responsible for any damage
caused in relation to the locating of the installations and the installations will be at the
sole discretion of the Contractor.
29 Any additional costs caused by the Customer not providing an acceptable plan or
scope of work, will be the responsibility of the Customer.
30 If the Customer requests the Contractor to decide on the positioning of any electrical
installations, the Customer will be deemed to have accepted the positioning of the
same.
TITLE:
31 Ownership of the Materials will not pass to the Customer until the Customer has paid
all amounts owing to GOAT Electrical Ltd and met all the Customer’s other obligations to
the Contractor.
32 Receipt by GOAT Electrical Ltd of any form of payment other than cash will be deemed
to be received by the Contractor once they have cleared funds in their Bank
account that cannot be reversed.
33 Risk for the materials will move to the Customer as soon as they accept delivery.
34 It is further agreed that:
34.1 until ownership of the Materials passes to the Customer in accordance with
clause 31, the Customer is only in possession and not ownership of the
Materials and unless the Materials have become fixtures must return the
Materials to GOAT Electrical Ltd on request.
34.2 the Customer holds the benefit of the Customer’s insurance of the Materials
on trust for the Contractor and must pay to GOAT Electrical Ltd the proceeds of
any insurance in the event of the Materials being lost, damaged or
destroyed.
34.3 the production of these Terms by GOAT Electrical Ltd will be sufficient evidence
of GOAT Electrical Ltd’s rights to receive the insurance proceeds direct from the
insurer without the need for any person dealing with the Contractor to
make further enquiries.
34.4 the Customer must not sell, dispose, or otherwise part with possession of the
Materials other than in the ordinary course of business and for market value.
If the Customer sells, disposes or parts with possession of the Materials then
the Customer must hold the proceeds of any such act on trust for
GOAT Electrical Ltd and must pay or deliver the proceeds to GOAT Electrical Ltd on demand.
34.5 the Customer should not convert or process the Materials or intermix them
with other goods but if the Customer does so then the Customer holds the
resulting product on trust for the benefit of the Contractor and must sell,
dispose of or return the resulting product to the Contractor as it so directs.
34.6 unless the Materials have become fixtures the Customer irrevocably
authorises GOAT Electrical Ltd to enter any premises where the Customer
believes the Materials are kept and recover possession of the Materials.
34.7 GOAT Electrical Ltd may recover possession of any Materials in transit whether or
not delivery has occurred.
34.8 the Customer will not charge or grant an encumbrance over the Materials
nor grant or otherwise dispose of any interest in the Materials while they
remain the property of GOAT Electrical Ltd.
34.9 GOAT Electrical Ltd may commence proceedings to recover the price of the
Materials sold notwithstanding that ownership of the Materials has not
passed to the Customer.
PERSONAL PROPERTY SECURITIES ACT 1999 (“PPSA”):
35 The Customer agrees that these Terms constitute a security agreement for the
purposes of the Personal Property Securities Act 1999 (“PPSA”). The Contractor may
register such interest with the Personal Property Securities Register. A security interest is
taken in all Materials and/or collateral.
36 The Customer undertakes to provide any information or sign any additional
document to allow GOAT Electrical Ltd to register its interest on the Personal Property
Security Register.
37 The Customer will reimburse GOAT Electrical Ltd for any costs associated in the registration
of the financing statement.
38 To the extent permitted by law:
38.1 Nothing in sections 114(1)(a), 133 and 134 of the PPSA will apply to these
terms and conditions;
38.2 The Customer waives its rights as a debtor under sections 116, 120(2), 121,
125, 126, 127, 129, 131 and 132 of the PPSA; and
38.3 The Customer waives its right to receive a verification statement in
accordance with section 148 of the PPSA.
39 The Customer will unconditionally ratify any actions taken by GOAT Electrical Ltd under
clauses 35 to 38.2.
HAZARDOUS SUBSTANCES:
40 The Customer acknowledges that should any hazardous, toxic, or otherwise
dangerous substance be discovered at the Site, it will be the Customer’s responsibility
to have the substance tested and if necessary, removed. Until the Customer has
provided evidence to GOAT Electrical Ltd that the substance is not dangerous or has
been removed by a suitably qualified person, GOAT Electrical Ltd may take any steps that
they see necessary, including refusing to complete any further Work.
SECURITY AND CHARGE:
41 In consideration for GOAT Electrical Ltd agreeing to provide the Works, the Customer
charges all its rights, title, and interest (whether joint or several) in any land, real
estate, or other assets capable of being charged, owned by the Customer either
now or in the future, to secure the performance by the Customer of its obligations
under these Terms (including, but not limited to, the payment of any money).
42 The Customer indemnifies the Contractor from and against all the Contractor’s costs
and disbursements including legal costs on a solicitor client basis incurred in
exercising the Contractor’s rights under clause 41.
43 The Customer irrevocably appoints GOAT Electrical Ltd and each director of the
GOAT Electrical Ltd as the Customer’s attorney to perform all necessary acts to give effect to
the provisions of clause 41 including, but not limited to, signing any document on the
Customer’s behalf.
INADVERTENT MISREPRESENTATION:
44 Notwithstanding any rights the Customer may have under the Contract and
Commercial Law Act 2017, the Customer agrees that if GOAT Electrical Ltd has made an
inadvertent misrepresentation to the Customer, the parties will first seek to resolve any
adverse consequence that misrepresentation may have caused by good faith
negotiations and otherwise in accordance with the dispute resolution process in
clause 47.
WARRANTIES:
45 To the extent permitted by law:
45.1 The Contractor provides no warranty as to the quality or suitability of the
Work for any purpose.
45.2 Any implied warranty is expressly excluded.
45.3 GOAT Electrical Ltd will not be liable or responsible for any loss suffered or
caused by the Works in any way whatsoever.
CONSUMER GUARANTEES ACT:
46 If the Customer is acquiring the Works for the purposes of trade or business, to the
maximum extent permitted by law, the Customer agrees that the provisions of the
Consumer Guarantees Act 1993 do not apply to the supply of the Works to the
Customer.
DISPUTE RESOLUTION:
47 If a dispute arises in connection with these Terms (“Dispute”), the parties must enter
negotiations in good faith to try to resolve the Dispute. A party may initiate the
negotiations by giving written notice to the other party in Dispute and naming its
representative in that notice. The other party in Dispute must promptly name its
representative in the negotiations. Each representative must have authority to settle
the Dispute. Within 10 days of the parties in Dispute having advised each other of
their representatives, the representatives must enter negotiations to try to resolve the
Dispute.
48 If the Dispute cannot be resolved by the parties within 10 days after it has been
notified pursuant to clause 47, then at the request of either party, the parties will in
good faith seek mediation under clause 49.
49 If a Dispute is referred to mediation, then the parties will:
49.1 seek to agree on a mediator, and if they cannot agree, the mediator will
be appointed by the Chair of the New Zealand Committee of the
Resolution Institute;
49.2 seek to agree on the process for mediation, and if they cannot agree, then
the mediator will decide the process; and
49.3 each pay an equal share of the mediator’s fees.
50 A party may not commence any court or arbitration proceedings relating to a
Dispute unless it has complied with clauses 47 to 49 except where the party seeks
urgent interlocutory relief.
51 Where the Construction Contracts Act 2002 applies to the Works, the parties can
pursue resolution of the Dispute under that legislation in addition to or in substitution
for that party’s rights under clauses 47 to 50.
52 Pending resolution of any Dispute, the parties will continue to perform their respective
obligations under these Terms that are not in dispute without prejudice to their
respective rights and remedies under these Terms or at law.
DEFAULT AND CONSEQUENCES OF DEFAULT:
53 Notwithstanding any other rights and remedies available to the Contractor, if the
Customer is in breach of its obligations under the Terms, the Contractor will:
53.1 Notify the Customer of the breach in writing; and
53.2 Given the Customer the opportunity to remedy the breach within a
reasonable period.
54 If the Customer does not remedy the breach notified under clause 53 within the
period specified in the notice, the Contractor may terminate or suspend the Works to
the Customer by giving reasonable notice.
55 GOAT Electrical reserves the right to claim any direct or consequential damages arising from the
Customer's default, including loss of profits, reputational harm, or other costs incurred as a result of the breach.
56 GOAT Electrical Ltd may charge the Customer for, and the Customer indemnifies
GOAT Electrical Ltd from, all costs and expenses incurred by the Customer in recovering
unpaid amounts due under these Terms or otherwise taking action to enforce these
Terms. This includes but is not limited to legal costs on a full solicitor client basis.
57 Without prejudice to any other remedies, if an Event of Default occurs GOAT Electrical Ltd
may take any one or more of the following actions (after giving any notice required
by law):
57.1 suspend or terminate the supply of Works to the Customer;
57.2 cancel any order of the Customer which remains unfulfilled;
57.3 require that any unpaid amounts owing to GOAT Electrical Ltd by the Customer,
whether or not due for payment, become immediately payable; and
57.4 exercise any rights GOAT Electrical Ltd has under these Terms, including under
any securities created by or pursuant to these Terms, or available to it at
law.
58 GOAT Electrical Ltd will not be liable to the Customer for any loss or damage the
Customer may suffer as a result of GOAT Electrical Ltd exercising any of its rights under
clause 57.
COMPLIANCE WITH LAWS:
59 The Customer and GOAT Electrical Ltd will comply with the provisions of all statutes,
regulations and bylaws that may apply to the Works, including but not limited to the
Health and Safety at Work Act 2015 relating to building/construction sites and related
Electrical (Safety) Regulations 2010.
60 Unless otherwise agreed the Customer will obtain any consents that may be required
for the Works.
61 The Customer is responsible to ensure that the Site will comply with any occupational
health and safety laws to the satisfaction of the Contractor. Until the Contractor is
satisfied that the Site meets all health and safety requirements, the Works will not
commence.
62 GOAT Electrical Ltd will not assume any obligations of the Customer which may apply to
the Customer under the Health and Safety at Work Act 2015 or any related
Regulations arising from the Works. Unless otherwise agreed, the parties agree that
the Contractor will not be the person who controls the Site under the Health and
Safety at Work Act 2015.
INSURANCE:
63 The Contractor will hold public liability insurance of at least $5 million. It is the
Customer’s responsibility to ensure that they are hold appropriate contract works and
existing structure(s) and contents insurance for the Site and Works.
CANCELLATION AND EFFECTS OF CANCELLATION:
64 Unless otherwise agreed in writing and subject to clauses 65 and 66, either party may
cancel these Terms and/or any contract or agreement that is subject to these Terms
by giving reasonable written notice of cancellation (“Cancellation Notice”). On
expiry of the period specified in the Cancellation Notice (“Cancellation Date”), the
applicable document(s) will be cancelled but without prejudice to the rights of either
party against the other.
65 In the event of a cancellation under clause 64:
65.1 all amounts owing by the Customer to GAOT Electrical Ltd as at the
Cancellation Date (including but not limited to any Materials purchased
but not yet delivered to the Site) will become due for payment by the
Cancellation Date; and
65.2 neither party will be liable for any damage or loss to the other arising from
the cancellation.
66 Provisions in any document cancelled by a party under clause 64 will survive
termination if they concern the following matters:
66.1 Payments;
66.2 Privacy and confidentiality;
66.3 Title to Materials; and
66.4 Securities.
PRIVACY ACT 2020:
67 The Customer authorises GOAT Electrical Ltd to access, collect, retain and use any
information about the Customer for the purposes of:
67.1 assessing the Customer’s creditworthiness; and
67.2 marketing products and services to the Customer.
68 The Customer authorises GOAT Electrical Ltd to disclose information about the Customer,
whether collected by GOAT Electrical Ltd from the Customer directly or obtained by GOAT Electrical Ltd from any other
source to any credit provider or credit reporting agency
for the purposes of providing or obtaining a credit reference, debt collection or
notifying a default by the Customer.
69 The authorities under clauses 67 and 68 are provided for the purposes of the Privacy
Act 2020.
70 The Customer has the right to:
70.1 request a copy of the information about the Customer held by GOAT Electrical Ltd; and
70.2 request correction of any incorrect information about the Customer held by
the Contractor.
CONSTRUCTION CONTRACTS ACT 2002:
71 Where GOAT Electrical Ltd and Customer have a contract subject to the Construction
Contracts Act 2002, the Contractor may suspend the Works under these Terms (or any
other contract that it has entered into, or in the future enters into, with the Customer)
by five (5) working days’ written notice if a payment claim is served on the Customer
and:
71.1 the amount stated in the payment claim is not paid in full by the due date
for payment and no payment schedule has been provided by the
Customer; or
71.2 a scheduled amount stated in a payment schedule provided by the
Customer is not paid in full by the due date for payment; or
71.3 the Customer has not complied with an adjudicator’s notice that the
Customer must pay an amount to GOAT Electrical Ltd by a particular date; and
71.4 the Contractor has given written notice to the Customer of its intention to
suspend the Works.
72 If the Works are suspended under clause 71 then, in relation to the Terms to supply the
Works, the Contractor:
72.1 is not in breach of these Terms between the parties;
72.2 is not liable for any loss or damage whatsoever suffered, or alleged to be
suffered, by the Customer or by any person claiming through the Customer;
72.3 is entitled to an extension of time to complete the Works, in relation to
which clause 24 of these Terms will apply;
72.4 reserves its rights under these Terms and the Contract and Commercial Law
Act 2017; and
72.5 may at any time lift the suspension, even if the amount due has not been
paid in full or an adjudicator’s determination has not been complied with.
GENERAL TERMS:
73 If any provision or part of a provision of these Terms is unenforceable or invalid, that
provision or part is treated as removed from these Terms and does not affect the
remaining provisions.
74 If the Contractor fails to enforce any term or provision contained in these Terms
between GOAT Electrical Ltd and the Customer, it will not be treated as a waiver of that
term or provision. Such waiver will not affect GOAT Electrical Ltd’s right to enforce such
term or provision.
75 These Terms are governed by and interpreted in accordance with the laws of New
Zealand and are subject to the jurisdiction of the Courts of New Zealand.
76 To the extent permitted by law, GOAT Electrical Ltd’s liability to the Customer for any loss
and/or expense arising by GOAT Electrical Ltd’s breach of these Terms will be limited to
actual loss suffered by the Customer as a direct result of GOAT Electrical Ltd’s willful
default. GOAT Electrical Ltd’s liability will be limited to a sum equivalent in aggregate to
the Price.
77 GOAT Electrical Ltd may sub-contract or assign all or any part of its rights and obligations
under these Terms without the Customer’s consent.
78 The Customer will give GOAT Electrical Ltd not less than 14 days prior written notice of any
proposed change of ownership of the Customer.
79 Time being of the essence, each party will promptly provide the other with up-to-
date contact information including but not limited to changes in legal name,
address, email, phone number(s), or business practice.
80 These Terms may be amended by GOAT Electrical Ltd from time to time. If any changes
are made to these Terms, the Contractor will notify the Customer of such changes in
writing. No amendment, alteration or addition will be effective unless it is in writing
and signed by both parties. However, by instructing GOAT Electrical Ltd to undertake
further Works after receiving notice of any variation, the Customer will be deemed to
have accepted the notified variations.
81 If all or part of GOAT Electrical Ltd’s business operations are suspended due to an event
beyond GOAT Electrical Ltd’s control (including but not limited to epidemic, pandemic,
war, natural disaster, electricity failure, strike, terrorism, lock-out, industrial action, fire,
flood, storm or governmental action) (“Interrupting Event”), GOAT Electrical Ltd may
suspend all or part of the Works and clauses 21 to 24 of these Terms may apply at GOAT Electrical Ltd’s sole discretion. Neither party will be liable for any default under these
Terms due to any Interrupting Event or other event beyond the reasonable control of
either party.
82 Both parties warrant that they have the power to enter into these Terms and have
obtained all necessary authorisations to allow it to do so, are not insolvent and that
these Terms create binding and valid legal obligations on them.