Terms of Trade
Pansy Boys Home & Garden
Last updated: 09/08/2025
Effective from: 09/08/2025 (applies to new work, jobs or projects where quote hasn't been supplied as of 09/08/2025)
Effective from: 25/08/2025 (applies to work, jobs or projects already past the quoting stage as of 09/08/2025)
1. Definitions
Throughout this document the following definitions apply:
1.1. “Us”, “We”, “Our”, and “Pansy Boys” mean Pansy Boys Ltd, its employees, contractors, representatives, or any person acting with the authority of Pansy Boys Ltd. Pansy Boys Ltd is a company incorporated under the laws of Aotearoa/New Zealand and trading as Pansy Boys Home & Garden.
1.2. “You”, “your” and “the Client” mean any Client and any Authorised Representative of the Client defined as follows:
1.2.1. “Domestic Client” means anyone seeking or ordering work on a domestic property that they tenant or own and occupy including any person acting on their behalf (including authorised representatives).
1.2.2. “Commercial Client” means anyone seeking or ordering work:
1.2.2.1. on any commercial property;
1.2.2.2. on a domestic property that is rented out to tenants;
1.2.2.3. on a property where a tenancy is in place, intended to start, or is recently finished;
1.2.2.4. for or on behalf of a business;
1.2.2.5. including any person acting on their behalf (including authorised representatives).
1.3. “Work” and “Service” mean products and services sought from, ordered from or carried out in part or in full by Pansy Boys related to the maintenance and renovation of buildings and gardens, and other work performed or charged under our trading name Pansy Boys Home & Garden. “Work” and “Service” also cover the following terms:
1.3.1. “Maintenance Service” means maintenance Work offered on a repeating basis.
1.3.2. “Domestic Work” means Work for a Domestic Client and of a domestic nature.
1.3.3. “Commercial Work” means Work for a Commercial Client (as defined above) and of a commercial nature.
1.4. “Delivery” means when the Work is completed, all outstanding payments from the Client are paid to Pansy Boys, and ownership of the completed Work is handed over to the Client.
1.5. “Contract” means a primary contract between Pansy Boys and You, applicable to the provision of Work (as defined above) by Pansy Boys Ltd. In the absence of a Contract, these Terms of Trade apply in full.
1.6. “Terms of Trade” refers to these terms of trade, applicable to the provision of Work by Pansy Boys Ltd trading as Pansy Boys Home & Garden.
2. General Terms
2.1. These Terms of Trade govern the relationship between Us and You (as defined in clause 1) in the context of the Work (as defined in clause 1), in addition to or where not covered by a Conditions of Contract agreement. They are effective from the ‘Last Updated’ date above and will replace all earlier Pansy Boys Terms, Conditions, Agreements or Policies relating to trading with Pansy Boys Ltd.
2.2. No other terms, conditions or deviations from these terms and conditions shall be binding unless accepted in writing by all parties. In the event of a conflict between these terms and conditions and any Contract, the terms and conditions of the Contract shall prevail.
2.3. We reserve the right to change these Terms of Trade with notice. For substantial changes 14 days notice will be given either by email notification to You (if Work is underway), or by notification on Our website.
2.4. The Client may not assign or transfer their rights or obligations under these Terms of Trade without Our prior written consent from Pansy Boys (which may be withheld at Pansy Boys sole discretion).
2.5. Assignment or change of an Authorised Representative for the Client or Pansy Boys must be notified in writing to the other party.
2.6. These terms and conditions shall be governed by and construed in accordance with the laws of New Zealand and the parties shall submit to the exclusive jurisdiction of the New Zealand Courts.
3. Plans and Specifications
3.1. Copyright and ownership in all drawings, specifications and other technical information provided by Pansy Boys in connection with the Work is vested in Pansy Boys. Where Pansy Boys have followed plans and specifications provided by the Client or the Client’s agent, the Client shall indemnify Pansy Boys against all damages, penalties, costs and expenses in respect of which Pansy Boys may become liable through the utilisation of those plans and specifications.
4. Quotation and Acceptance
4.1. Pansy Boys shall produce a formal quotation for the Client for the Work via email, software platform or paper copy. The quotation shall be subject to the terms included on the quotation as well as clarifications and exclusions set out in the Contract and these Terms of Trade. In the absence of an expiry date, the quotation shall be valid for a period of thirty (30) days from the date specified on the quotation.
4.2. The Client shall accept the quotation by:
4.2.1. email, sms, or other electronic message confirming acceptance of the quote;
4.2.2. accepting via a link in a digital quote;
4.2.3. signing and returning a paper copy of the quote;
4.2.4. signing and returning an acceptance form or;
4.2.5. signing a Contract between the Client and Pansy Boys.
4.3. The Client may also be required to sign a copy of any plans, specifications or scope of work documents. The acceptance of the quotation in the manner specified in this clause shall constitute a binding contract and acceptance of the terms and conditions contained herein.
4.4. By accepting the quotation the Client agrees that they and their authorised representatives are bound by these Terms of Trade.
4.5. On acceptance of the quotation the Client shall pay Pansy Boys a deposit (“Deposit”) of no less than fifty (50) percent of the quoted price including GST before commencement of the Work if the quoted price is over one thousand (1000) dollars including GST. This condition may be overridden by a term of the quotation specifying a deposit amount or percentage. Any deposit must include GST.
4.6. Pansy Boys reserve the right to delay starting Work until the deposit is paid in full and pass on any reasonable costs incurred due to the delay to the Client. This may include but is not limited to staffing costs, additional admin, sub contractor or delivery cancellations, loss of income, and increased cost of materials due to availability changes.
4.7. The Deposit will be refundable only after any cancellation costs (as specified in clause 6) and/or overdue invoices have been subtracted from the Deposit.
5. Variations
5.1. A variation is any alteration to the agreed Service that changes the scope, pricing or amount of work required from that agreed upon in the quotation and any Scope of Work documentation.
5.2. Variations may include (but are not limited to) the following:
5.2.1. costs caused by delays or cancellation;
5.2.2. further Work requested or required beyond the agreed scope.
5.3. Except as expressly provided in a Contract or these Terms of Trade, no variation or alteration to the scope of the Work shall be binding on the parties unless agreed and recorded in writing by both parties, including any adjustment to the contract price.
5.4. Any changes required as a result of any ambiguous or inaccurate drawings, instruction or any other documentation provided by the Client or their agent will be treated as a variation to the Work.
5.5. Following agreement, variations will be added to the quotation or invoice.
6. Pricing
6.1. The price of the Work shall be the price stated in the quotation together with all extras selected by the Client and subject to variation in accordance with clause 5. The price quoted for the Work excludes GST and GST shall be payable by the Client in addition to the price quoted unless otherwise specified.
6.2. Where no price is stated in writing or agreed, the goods and/or services shall be deemed to be sold and/or supplied at the current price applying at the date upon which the invoice for the goods or services is issued to the Client.
6.3. Notwithstanding anything contained in this clause or the quotation, the price of the goods and/or services may be increased by the amount of any reasonable increase in cost of supply of the goods or services between the date upon which the quotation is delivered to the Client and the date upon which the goods or services are supplied and where such increase is beyond the reasonable control of Pansy Boys.
7. Payment
7.1. Payment for the Work shall be made in full on or before the due date specified on the relevant invoice/s. In lieu of a due date, the invoice shall be paid in full within thirty (30) days of the invoice date unless another arrangement has been agreed by both parties in writing.
7.2. Payments to and from Pansy Boys shall be made by Bank Transfer or using another electronic funds transfer method or service available to both parties. Pansy Boys may pass on a reasonable surcharge from the payment provider on payments made to Pansy Boys. The surcharge amount may differ between payment methods and will be specified either on the invoice or the online payment portal.
7.3. Pansy Boys’ current payment provider is Stripe. Stripes own Terms of Service can be found here: https://stripe.com/nz/legal/consumer.
7.4. All invoices for progress payments will be prepared to meet the provisions of the Construction Contracts Act 2002. All invoices issued pursuant to the contract shall be in the form of a payment claim within the meaning of the Construction Contracts Act 2002. The Client is hereby put on notice of the requirements of the Construction Contracts Act 2002 in terms of the issuing of payment schedules.
7.5. Pansy Boys reserves the right to charge interest on all overdue accounts at twenty (20) percent per annum charged daily from the due date for payment until the date when payment is actually made including all expenses and costs (including legal costs as between solicitor and client and debt collection fees) incurred by Pansy Boys in obtaining or attempting to obtain a remedy for the failure to pay.
7.6. The Client may not deduct or withhold any amount (whether by way of a set-off, counterclaim or otherwise) from any money owing to Pansy Boys.
7.7. The Client expressly acknowledges that no retentions shall apply unless provision for a retention is incorporated within the prevailing Conditions of Contract.
7.8. Any expenses or costs incurred by Pansy Boys in recovering any outstanding amounts, including debt collection agency fees or commissions and all legal costs will be payable by the Client.
8. Commencement, Completion, and Delivery
8.1. The Client acknowledges that any estimates as to the time frames for the commencement and completion of the Work are approximate only. Pansy Boys will use all reasonable endeavours to ensure the Work is commenced and completed within the time frame specified but shall not be liable for any delay or failure to do so. Pansy Boys shall not be responsible for any delays caused by separate or nominated subcontractors. Should any delays occur the Client agrees that all costs incurred by Pansy Boys and resulting from such delays will be charged as a variation to the contract price.
8.2. The result of the Work is provided based on specifications, information and instructions provided by the Client to Pansy Boys (whether written or verbal). The Client acknowledges that it is Their responsibility to ensure that such are detailed sufficiently to satisfy Our requirements of interpretation and understanding. Once accepted by the Client, Pansy Boys quotation shall be deemed to interpret those specifications, information and instructions correctly. We shall not accept any liability for a Work result contrary to your intention or errors or omissions due to insufficient or inadequate provision of detailed specifications, information or instructions by the Client (including misinterpretation). We may charge you additional costs incurred in remedying the Work (and, if reasonably practical, notify you of such costs before they are incurred).
9. Delays and Cancellation
9.1. Work may be unavoidably delayed due to circumstances beyond Our control including, but not limited to adverse weather, equipment failure, ill health, delayed Deposit payments, or unplanned lack of access to the property. Reasonable costs incurred for circumstances beyond Our control may be passed on the Client. Reasonable costs may include but are not limited to staffing costs, additional admin, sub-contractor or delivery cancellation costs, loss of income, and increased cost of materials due to availability changes.
9.2. Pansy Boys shall not be held liable in respect to any failure to deliver or delay in delivery or completion of the Contract due to any cause beyond Our control of whatever nature. In no circumstances whatsoever shall We be liable for consequential loss whether suffered by You, and/or any third party.
9.3. In the event that the Client wishes to cancel the Work at any time after acceptance of the quotation, the Client shall pay all actual and reasonable costs and expenses incurred by Pansy Boys together with a reasonable administration fee, provided that the Client shall not be entitled to cancel the Work by Contract or New Zealand Law once the Work has commenced without the prior consent in writing of Pansy Boys.
9.4. Pansy Boys will subtract cancellation costs from amounts paid up until the Cancellation unless another arrangement has been agreed in writing with the Client.
9.5. Pansy Boys shall, without any liability, and without any prejudice to any other right it has in law or equity, have the right by notice to suspend or cancel in whole or in part any contract for the supply of goods or services to the Client if the Client fails to pay any money owing after the due date, or if the Client commits an act of bankruptcy as defined in section 19 of the Insolvency Act 2006, or if liquidation proceedings are commenced in relation to the Client, or if the Client shall otherwise become bankrupt or insolvent, or if any other event occurs which evidences a lack of credit worthiness or insolvency on the part of the Client. Any cancellation or suspension by Pansy Boys pursuant to this clause shall not affect Pansy Boy’s claim for money due at the time of cancellation or suspension or for damages for any breach of any terms of this contract or the Client’s obligations to Pansy Boys under these terms and conditions.
10. Repair of Defects
10.1. Where the Work undertaken is Commercial Work (as defined in clause 1), Pansy Boys shall at its sole cost rectify any defects in the materials or workmanship which are notified to Pansy Boys within ninety (90) days of completion of the Work and within a reasonable time of receiving written notification of those defects. Pansy Boys shall not be liable under this clause to remedy:
10.1.1. defects covered by a manufacturer’s or supplier’s guarantee that is available to and may be enforced by the Client;
10.1.2. defects in or damage caused by work undertaken by the Client or any of the Client’s contractors.
10.2. Where the Work is Domestic Work (as defined in clause 1), any notification by the Client in writing to Pansy Boys within twelve (12) months from the completion of the Work shall be rectified by Pansy Boys at Pansy Boys' cost within a reasonable time of notification by the Client of the defect. Pansy Boys shall not be liable under this clause to remedy:
10.2.1. defects covered by a manufacturer’s or supplier’s guarantee that is available to and may be enforced by the Customer;
10.2.2. defects in or damage caused by work undertaken by the Client or any of the Client’s contractors.
11. Risk and Insurance
11.1. Any materials supplied by Pansy Boys shall be at the sole risk of Pansy Boys until the delivery of the Work to the Client.
11.2. Pansy Boys shall exercise reasonable skill, care, and diligence in performing the Work. Notwithstanding this, in the event of any loss or damage arising from or in connection with the performance or non-performance of the Work by Pansy Boys, its employees, contractors, or authorised representatives (whether in contract, tort, or otherwise); the liability of Pansy Boys shall be strictly limited to direct losses suffered by the Client as a result of Pansy Boys’ negligence. All other liability, including for indirect or consequential loss or damage, is expressly excluded.
11.3. If the Work involves an extension or alteration to existing premises, the Client shall be solely responsible for arranging an extension of the Client’s insurance policy to provide insurance cover for all associated risks.
12. Ownership
12.1. Ownership of any goods and/or materials supplied as part of the Work shall not pass to the Client until:
12.1.1. all amounts owing by the Client to Pansy Boys in respect of the Work and/or materials have been paid in full; and
12.1.2. the Client has performed all of their obligations under these Terms of Trade.
12.2. The Client acknowledges and agrees that by assenting to these terms & conditions, the Client grants a Purchase Money Security Interest to Pansy Boys, as that term is defined in the Personal Property Securities Act 1999 (“PPSA”), in all goods and/or materials supplied by Pansy Boys to the Client.
12.3. The Client irrevocably undertakes to sign any further documents and/or provide any further information (which information the Client warrants to be complete, accurate and up-to-date in all respects) which Pansy Boys may reasonably require to enable registration of a financing statement or financing change statement on the Personal Property Securities Register. The costs of registering a financing statement or a financing change statement shall be met by the Client and may, where applicable, be debited against the Client’s credit account with Pansy Boys. The Client shall not agree to allow any person to register a financing statement over any of the goods supplied by Pansy Boys without the prior written consent of a Director of Pansy Boys Ltd and will immediately notify Pansy Boys in writing if the Client becomes aware of any person taking steps to register a financing statement in relation to such goods.
12.4. The Client waives its rights to:
12.4.1. receive a copy of any verification statement;
12.4.2. receive a copy of any financing change statement:
12.4.3. If the Goods are for the Client’s business use, the Client agrees, to the extent Part 9 of the PPSA applies, that it will have no rights under Part 9 of the PPSA.
12.5. The Client irrevocably grants to Pansy Boys the right to enter upon the Client’s property or premises, without notice, and without being in any way liable to the Client or to any third party, if Pansy Boys has cause to exercise any of Pansy Boy’s rights under section 109 of the PPSA, and the Client shall indemnify Pansy Boys from any claims made by any third party as a result of such exercise.
12.6. Pansy Boys and the Client agree that nothing in sections 114(1)(a), 116, 120(2), 121, 125, 126, 127, 129, and 131 of the PPSA will apply to these terms and conditions, or the security interest under these terms and conditions.
12.7. The Client will be responsible to Pansy Boys for any costs or damages incurred in reclaiming and disposing of the unpaid goods and/or materials. Such costs include but are not limited to loss in value, cost or repossession, damaged premises and recovery, storage, resale and legal costs, on a solicitor and client basis. These costs shall be recoverable as a debt due to Pansy Boys by the Client.
13. Maintenance Services
13.1. Subject to clause 13, we will provide the Maintenance Services in accordance with the maintenance terms set out in our quotation or Maintenance Contract;
13.2. Cancellation, change of booking time, or other modification of a Maintenance Service must be in writing from the Client or the Tenant at least 24 hours before the Service is scheduled if the Service is scheduled. Failure to give 24 hours notice may result in Pansy Boys charging a cancellation fee of 100% of the Service price.
13.3. Work may occasionally be delayed due to circumstances beyond Our control including, but not limited to, adverse weather, equipment failure, ill health, or unplanned lack of access to the property. Pansy Boys reserves the right to temporarily increase the cost of a Maintenance Service by a reasonable amount to accommodate overgrowth due to circumstances beyond Our control.
13.4. Should the Client fail to maintain payment of fees as agreed, Pansy Boys reserves the right to suspend the Services.
14. Warranty and Liability
14.1. The warranties, descriptions, representations, or conditions whether implied by law, trade, custom or otherwise are, and all other liability of Pansy Boys, whether in tort (including negligence), contract or otherwise is, expressly excluded to the fullest extent permitted by law.
14.2. Insofar as Pansy Boys may be liable, notwithstanding anything contained in these terms and conditions, to the extent permitted by law the total liability of the Pansy Boys whether in tort (including negligence), contract or otherwise for any loss, damage or injury arising directly or indirectly out of completion of the Work or any other breach of Pansy Boy’s obligations is limited to the lesser of:
14.2.1. to the price of goods and/or materials complained of;
14.2.2. the cost of completing any necessary repairs/remedial work; or
14.2.3. the actual loss or damage suffered by the Client.
14.3. Except where law expressly requires otherwise Pansy Boys is not liable in any event for any loss of profits, consequential, indirect or special damage, loss or injury of any kind suffered by the Client or any other person.
14.4. Subject to Sections 41, 42 and 43 of the Consumer Guarantees Act 1993 (“CGA”), the CGA will not apply to Commercial Clients (as defined in clause 1). The CGA still applies in full to Domestic Clients (as defined in clause 1).
14.5. Nothing in these Terms of Trade affect any rights a Domestic Client has under the CGA.
15. Force Majeure
15.1. Neither Pansy Boys nor the Client shall be liable for any failure or delay in performing their obligations under this agreement if such failure or delay is caused by circumstances beyond their reasonable control. This includes but is not limited to:
15.1.1. natural disasters (such as storms, floods, earthquakes, or fires), pandemics or public health emergencies, serious illness or injury, government restrictions or lockdowns, acts of war or terrorism, labour disputes, significant delays in the supply of materials, or inability to access the work site due to safety, legal, or logistical reasons.
15.2. The party affected by such an event must notify the other party as soon as reasonably possible and take all reasonable steps to minimise the impact and resume performance as soon as it is safe and practicable to do so.
15.3. If the event continues for more than 30 consecutive days, either party may terminate this agreement by providing written notice to the other. Upon termination, neither party shall have any further liability to the other, except for any obligations already incurred or outstanding as at the date of termination.
16. Health And Safety At Work Act 2015
16.1. Each party will comply with the Health and Safety at Work Act 2015 (“HSW Act”), including all health and safety duties specified in Part 2 of the HSW Act and all other applicable standards and codes of practice relating to health and safety. In addition, each party will comply with the other party’s pre-notified and reasonable health and safety policies when on the party’s premises.
16.2. The Client must notify Pansy Boys of any known hazards arising from their premises to which any person may be exposed, as well as notify Us of any notifiable injury, illness, incident or event (as defined in Part 1, subpart 3 of the HSW Act) to ensure that the Clients workplace is without risks to the health and safety of any person.
16.3. Each party must consult, cooperate and coordinate activities with all other persons who have a health and safety duty in relation to the same matter in providing the Work (including in connection with the delivery of the Work or materials).
16.4. Pansy Boys may pause or postpone Work if the worksite is not safe (such as one or more major hazards exist) or not accessible for any reason.
17. Collection and Use of Information and Media
17.1. The Client authorises Pansy Boys to collect, retain and use any information about the Client for the purposes of:
17.1.1. enforcing any rights under this contract; and/or
17.1.2. carrying out requested Work for the Client; and/or
17.1.3. other purposes referred to in Our Privacy Policy.
17.2. The Client authorises Pansy Boys to disclose any information obtained to any person for the purposes set out in this clause. Where the Client is a natural person, the authorities under this clause are authorities or consents for the purposes of the Privacy Act 2020.
17.3. The Client acknowledges and agrees that Pansy Boys Ltd may capture photographs and video before, during, and after the completion of any work, limited to areas where work is proposed, underway, or completed.
17.4. Such photographs may be used by Pansy Boys Ltd for purposes including, but not limited to:
17.4.1. documenting and monitoring the progress of work;
17.4.2. maintaining internal records;
17.4.3. showcasing the quality and scope of services provided; and
17.4.4. marketing, advertising, and promotional activities.
17.5. Photographs may also be shared with property owners, property managers, and other relevant stakeholders.
17.6. Pansy Boys Ltd will take all reasonable steps to avoid capturing images of individuals or personal property that may reasonably identify an individual. However, in instances where this is not practicable, Pansy Boys Ltd warrants that:
17.6.1. no photograph containing identifiable individuals will be used for public or promotional purposes without their express written consent; and
17.6.2. no photograph containing personal property that may reasonably identify an individual will be used for public or promotional purposes without the express consent of the relevant individual.
17.7. Our Privacy Policy has more information on data collection, storage and use.
18. Miscellaneous
18.1. Pansy Boys shall not be liable for delay or failure to perform its obligations if the cause of the delay or failure is beyond its control.
18.2. Failure by either party to enforce any of the terms and conditions contained in this contract shall not be deemed to be a waiver of any of the rights or obligations either party has under this contract.
18.3. If any provision of this contract shall be invalid, void or illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or implied.
18.4. The Client may not assign any of its rights or obligations under this contract without the prior written consent of Pansy Boys.
19. Non-Solicitation
19.1. You agree that during the term of the Agreement and for a period of six (6) months following the termination of the Agreement for any reason, you will not:
19.1.1. attempt to encourage or persuade any of our contractors, employees or consultants to terminate their contract or employment with us or utilise in any way an employee or past employee of us (other than through us); and
19.1.2. you agree that the restraints are fair and reasonable for the proper preservation of our goodwill and business.
19.2. If clause 19.1 is contravened, you agree to pay a placement fee equal to fifteen per cent (15%) of the employee’s annual salary (and you expressly consent to this prior to the candidate's appointment). You agree that this placement fee is also applicable if you engage our employees through a different labour-hire company or other third party.
20. Personal Guarantee
20.1. In consideration for Pansy Boys agreeing to complete the Work at the request of the Client, where the Client is a company or trust, the directors or trustees signing this contract also sign this contract in their personal capacity and jointly and severally personally undertake as principal debtors to Pansy Boys the payment of any and all moneys owed by the Client to Pansy Boys and indemnify Pansy Boys against non-payment by the Client.
21. Agency
21.1. The Client authorises Pansy Boys to contract either as principal or agent for the provision of goods or services.
21.2. Where Pansy Boys enters into a contract of the type referred to this clause the Client agrees to pay any amounts due under that contract.
21.3. Any list of proposed subcontractors supplied by Pansy Boys is provided on a without prejudice basis and Pansy Boys reserves the exclusive right to change subcontractors without adjustment to the quotation.
22. Dispute Resolution
22.1. In the event of a dispute or disagreement arising between Pansy Boys and the Client the party with a grievance may give written notice to the other party specifying the nature of the dispute or disagreement, the remedy sought and requiring that the dispute or disagreement be determined and settled in accordance with this clause.
22.2. On receipt of the notice, the parties shall each appoint a representative who has authority to determine the grievance or dispute, and those two representatives shall meet as soon as reasonably possible to see if they can determine the grievance. All discussions, meetings and correspondence between the two representatives shall be deemed without prejudice and without concession of liability and shall not be used by either party in any later proceedings unless:
22.2.1. Both parties agree, or
22.2.2. the two representatives reach agreement, but one party fails to honour such agreement.
22.3. If the two representatives cannot within fourteen (14) days of being appointed reach agreement on how the grievance or dispute is to be determined, the parties shall refer the dispute to an independent expert who is acceptable to both parties. If the parties cannot or do not agree on an independent expert within three (3) days of the first suggestion of a suitable person, either party may ask the President of the New Zealand Registered Master Builders Federation to nominate a person to act as an independent expert and the first person so nominated who is able and willing to be appointed shall be deemed the independent expert for the purposes of this clause. The independent expert shall:
22.3.1. Set their own rules and procedure for the resolution of the grievance or disagreement
22.3.2. At all times act in good faith and in an unbiased way
22.3.3. Promptly hear and determine the dispute
22.3.4. Provide a written decision (with reasons for that decision) if requested by either party.
22.4. The independent expert’s:
22.4.1. Decision shall be binding on both parties:
22.4.2. Costs shall be paid equally by the parties unless the independent expert decides otherwise in their decision.
22.5. Notwithstanding anything contained in clause 21, disputes in excess of ten thousand dollars ($10,000.00) shall be referred at Pansy Boy’s sole discretion to arbitration under the Arbitration Act 1996 or any subsequent Act passed in its place.
23. Mortgage
23.1. The Client agrees that should any goods or materials (“Goods”) supplied by Pansy Boys be affixed or installed in a property such as to render them a fixture of that property, the Client agrees that in consideration of Pansy Boys allowing the goods to be so affixed or installed, the Client shall upon written demand being made by Pansy Boys at any time but before payment in full is made to Pansy Boys, execute a Memorandum of Mortgage (“Mortgage”) over the property in which the goods have become a fixture in favour of Pansy Boys (to be prepared by Pansy Boys’ solicitors at the Client’s cost), for the amount equivalent to the unpaid balance owing plus any interest and costs owing thereon until paid in full. The terms of such mortgage shall be collateral to the terms hereof and payment in full of the amounts owing to Pansy Boys hereunder shall operate as a full discharge of the mortgage. Pansy Boys agrees not to make demand on the Client to execute such a mortgage unless any of the following occur:
23.1.1. Failures to make payment on the due date;
23.1.2. Any composition with creditors, act of bankruptcy, winding up or receivership of the Customer.
23.2. The Mortgage referred to in this clause shall be the ADLS form approved by the Registrar General of Land 2007/4237, and the covenants of the said form whether executed by the Client or not shall be deemed to be included. The Client hereby authorises Pansy Boys to lodge and maintain a Caveat against the title to the property in which the goods have been affixed or installed for the protection of the agreement to mortgage described above should Pansy Boys in its absolute discretion consider it necessary to lodge such a Caveat. The Client hereby grants to Pansy Boys an irrevocable power of attorney in relation to the property in which the goods have been affixed or installed to enable Pansy Boys to execute the mortgage referred to in this clause hereof should the mortgage not be executed by the Client for any reason whatsoever PROVIDED THAT Pansy Boys will not execute a mortgage as attorney for the Client unless Pansy Boys has requested in writing that the Client execute the mortgage pursuant to the terms of this agreement and the Client has failed to execute such a mortgage within five (5) working days of such request.
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