Last updated: 05/10/2026
1. Defined Terms
"Uniformly" means Uniformly Limited, its successors and assigns, and any person acting on its behalf and with its authority.
"Customer" means the person(s) or entity being provided Works as specified in any invoice, document or order, and if there is more than one Customer is a reference to each Customer jointly and severally.
"Works" means all goods, garments, artwork, decoration and services supplied by Uniformly to the Customer from time to time (the terms "Works", "Goods" and "Materials" are interchangeable where the context permits).
"Price" means the price payable for the Works as agreed between Uniformly and the Customer in accordance with clause 3.
2. Acceptance
2.1 Upon the Customer accepting a quote, placing an order for, or accepting delivery of any Works, the Customer is deemed to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions.
2.2 These terms and conditions may only be amended with Uniformly's written consent and prevail over any terms the Customer seeks to impose.
3. Invoicing and Payment
3.1 The Price is the price stated in the quote accepted by the Customer, subject to clause 3.4. Where Works are supplied without a quote, the Price is the price agreed in writing before the Works begin.
3.2 Unless stated otherwise on the quote, a quote is valid for thirty (30) days from its date. After that period Uniformly may requote.
3.3 Minimum quantities and small orders.
(a) Uniformly does not require a minimum order quantity for embroidery or for standard transfers. A "standard transfer" is Uniformly's standard full-colour transfer, described on the quote as a "Full-colour transfer". Every other transfer is a "speciality transfer", including reflective and fluorescent transfers, and transfers made for particular fabrics or uses, such as technical or water-resistant jackets, nylon, heat-sensitive fabrics, polyester whose dye can bleed, sublimated garments, promotional items and garments that will be industrially laundered. The quote will state where a speciality transfer is required.
(b) Uniformly's supplier produces speciality transfers only in minimum quantities, so each speciality transfer carries a minimum of ten (10), except fluorescent transfers, which carry a minimum of twenty (20). Each minimum applies to each design at each size separately, and is counted in transfers of that design and size, not in garments. The same design at two different sizes is two designs for the purposes of this clause.
(c) Where several designs are combined on one gang sheet, such as players' names or numbers, the minimum is ten (10) gang sheets, or twenty (20) fluorescent gang sheets, rather than a minimum for each design on the sheet.
(d) Where an order needs fewer speciality transfers of a design, or fewer gang sheets, than the minimum, the order will be quoted at the minimum quantity. Any transfers or gang sheets beyond those used on the order ("Spare Transfers") are charged at the price Uniformly pays its supplier for them, without markup, and belong to the Customer (subject to clause 14). The Customer may choose to have them sent with the order, or held by Uniformly free of charge for up to ninety (90) days from dispatch of the order, for use on the Customer's next order. Within that period the Customer may instead ask for held Spare Transfers to be sent without placing a further order, with freight at the Customer's cost. Uniformly may dispose of any held Spare Transfers not used or sent within that period. Clause 19 does not apply to Spare Transfers held under this clause.
(e) Because the work involved in preparing and running an order is substantially the same whether the order is for one item or many, Uniformly may charge a small-order handling fee on low-quantity orders. Any such fee will be shown on the quote, and no small-order handling fee is payable unless it is shown on the quote accepted by the Customer. A small-order handling fee is separate from any setup fee under clause 9, and may apply to a reorder notwithstanding clause 9.2.
3.4 The Price may change only if the Customer requests a variation to the Works. Uniformly will confirm any change to the Price in writing before carrying out the variation.
3.5 Deposit. Uniformly may require a deposit before commencing the Works. Where a deposit is required, it will generally cover Uniformly's committed costs for the order, being the garments, any printed transfers or other job-specific materials, and any setup or digitising fee under clause 9, together with a proportion of the balance of the Price. The remainder is payable on completion and before dispatch. The amount of any deposit will be stated on the quote. Uniformly may require a larger deposit, or full prepayment, where garments are personalised to individual wearers, where garments, transfers or materials are special-ordered for the Customer and cannot be returned to the supplier, where the order is unusually large relative to the Customer's previous orders, or where the Customer has not previously ordered from Uniformly. Any deposit is non-refundable to the extent of garments or materials ordered and work performed. Clause 18 sets out how a deposit is applied if a confirmed order is cancelled before delivery.
3.6 Time for payment is of the essence. Unless Uniformly has agreed credit terms with the Customer in writing, the Price (or the balance after any deposit) is payable on completion of the Works and before dispatch, and Uniformly is not obliged to dispatch the Works until payment is received in full. Where written credit terms have been agreed, the Price is payable by the date specified on the invoice, or failing any such date, within seven (7) days of the date of invoice.
3.7 Payment will be made by electronic/online banking, or by any other method agreed between the Customer and Uniformly.
3.8 Unless otherwise stated, the Price does not include GST. The Customer must pay Uniformly an amount equal to any GST payable, at the same time and on the same basis as the Customer pays the Price, without deduction or set-off.
4. Provision of Works
4.1 Uniformly will begin the Works as soon as reasonably possible, or as otherwise advised to the Customer. Any production, turnaround or delivery timeframes provided are estimates only and are not guaranteed.
4.2 Timeframes will be extended by whatever period is reasonable where completion is delayed by an event beyond Uniformly's control, including but not limited to ill health, or the unavailability of garments or materials.
5. Artwork and Proof Approval
5.1 Where the Works involve decorating goods with the Customer's logo, artwork or design, Uniformly will provide the Customer with a digital proof or mock-up for approval before production begins.
5.2 It is the Customer's responsibility to check the proof carefully — including spelling, wording, layout, colours, sizing and the placement of any logo or design — before approving it.
5.3 Once the Customer approves the proof (in writing, including by email), Uniformly will produce the Works in accordance with that approved proof. Uniformly is not liable for any error, fault or omission in the approved artwork or proof (including spelling or design errors), and any reprint or replacement required as a result will be at the Customer's cost.
5.4 Where the Customer supplies print-ready or embroidery-ready files, Uniformly may rely on those files as supplied and is not responsible for their quality or final output.
6. Style, Size and Quantity Approval
6.1 Before Uniformly places an order with its suppliers, the Customer must confirm to Uniformly in writing (including by email) the garment style, colour, sizes and quantities required.
6.2 Uniformly is entitled to rely on that confirmation and will order garments in accordance with it. Clause 20.1 applies to any garments ordered on the basis of a confirmation given under this clause. Clause 18 applies if the Customer cancels after giving a confirmation under this clause.
6.3 Size charts and size samples are a guide only. Sizing and fit vary between brands, between styles, and between production runs of the same style. Uniformly does not warrant that any garment will fit any particular wearer.
7. Specifications
Uniformly shall be entitled to rely on the accuracy of any specifications, artwork and other information provided by the Customer or the Customer's representatives.
8. Customer's Intellectual Property Warranty and Indemnity
8.1 The Customer warrants that it owns, or has the right and licence to use, any logo, trade mark, artwork, image or other material it supplies to Uniformly for use in the Works.
8.2 The Customer indemnifies Uniformly against any claim, loss, cost or liability (including legal costs on a solicitor-client basis) arising from any allegation that material supplied by the Customer infringes the intellectual property or other rights of any third party.
8.3 Uniformly may refuse to reproduce any material it reasonably believes may be unlawful or infringe a third party's rights.
9. Digitised Files and Setup
9.1 Where a logo or design requires digitising or other file preparation before it can be produced, Uniformly may charge a one-off setup fee. That fee covers the preparation of a production-ready file for use in orders placed with Uniformly.
9.2 The digitised embroidery file, and any associated production files prepared by Uniformly, remain the property of Uniformly. Uniformly retains those files and will not charge a further setup fee where an existing file can be used without material alteration. That includes a reorder of the same items, and the application of the same logo at the same decoration size to further flat garments. A further setup fee may apply where a new or materially altered file is required, including for headwear or other garments requiring a different stitch construction, a significantly different decoration size, or a materially different fabric. Uniformly will identify any such fee on the quote before the order is confirmed.
9.3 The Customer retains ownership of the logo, artwork or other underlying material it supplies to Uniformly. Nothing in this clause affects the Customer's rights in that material.
9.4 Uniformly may, on request, release a copy of a digitised file to the Customer, subject to payment of a release fee. The release fee is charged at the same rate as the setup fee under clause 9.1. The setup fee covers the preparation of a production-ready file for use in orders placed with Uniformly; the release fee is for the file itself, for the Customer to use independently of Uniformly. The amount will be shown on the quote or invoice.
10. Colour, Garment and Product Variation
10.1 The Customer acknowledges that minor variation is a normal part of custom apparel decoration, including slight differences in garment and thread colours between production runs and dye lots, small variations in sizing and fit, and differences between colours shown on a screen or proof and the finished product.
10.2 Stock availability may vary. Where a specified garment is unavailable, Uniformly will use reasonable efforts to offer a comparable alternative.
10.3 Uniformly does not warrant that a garment available on one order will remain available on any later order. Manufacturers discontinue styles, colours and sizes from time to time.
10.4 Such variations are not defects and are not grounds for rejection of the Works.
11. Hi-Vis and Certified Garments
11.1 Some garments are manufactured and certified to a New Zealand, Australian or joint standard, including AS/NZS 4602.1 for high-visibility safety garments.
11.2 The Customer acknowledges that applying embroidery, a heat transfer or any other decoration to such a garment may affect the garment's compliance with that standard. Uniformly does not warrant that any decorated garment complies, or continues to comply, with any standard, certification, rating or class.
11.3 Uniformly positions decoration clear of retroreflective banding and other certified elements as a matter of course. Uniformly does not thereby warrant compliance, and the Customer should confirm any compliance requirement against the garment's own certification and the requirements of its site.
12. Customer-Supplied Garments
12.1 Where the Customer supplies its own garments or other items for Uniformly to decorate ("Supplied Garments"), those items are accepted and decorated at the Customer's risk. Decoration is permanent in normal use, and by supplying its own garments the Customer accepts the risk that a Supplied Garment may be marked, damaged or rendered unusable in the course of the Works. Any request to remove decoration is governed by clause 13.3.
12.2 Not every fabric or garment is suited to embroidery or to a heat transfer. Technical, waterproof and stretch fabrics behave differently under a needle and under a heat press, and garments that have previously been worn and washed behave differently again from fresh blanks. Uniformly does not warrant the result on any Supplied Garment.
12.3 Where the Customer supplies one or more spare items, Uniformly will where practicable carry out a test stitch-out or test press before decorating the balance of the order. The Customer is advised to supply spares on any order of significant quantity or value.
12.4 Supplied Garments should be delivered to Uniformly clean, unworn and otherwise in a condition fit for decoration. Uniformly is not liable for any pre-existing fault, mark, stain, shrinkage or damage in a Supplied Garment, whether or not it was apparent on receipt.
12.5 Uniformly will check the count and apparent condition of Supplied Garments on receipt and will notify the Customer of any discrepancy. Any shortfall in the quantity supplied is the Customer's to resolve, and any resulting delay extends the timeframes under clause 4.
12.6 Where Uniformly is liable for loss of or damage to a Supplied Garment, that liability is limited to the cost of the decoration for the affected items. Uniformly is not liable for the cost of replacing the garment itself, nor for any freight, delay or other loss arising from it.
12.7 Uniformly may decline to decorate any Supplied Garment that in its reasonable opinion will not take the decoration requested, and will notify the Customer before proceeding.
13. Garment Care and Decoration Durability
13.1 Decoration is applied on the basis that the garment will be laundered in the ordinary domestic or commercial way, in accordance with the care label supplied with the garment.
13.2 Uniformly does not warrant the durability of any decoration where the garment is washed above the temperature stated on the care label, bleached, dry-cleaned, tumble-dried at high heat, or industrially or chemically laundered, unless the Customer specified that treatment before the order was placed and Uniformly confirmed in writing that the decoration was suitable for it.
13.3 On request, Uniformly may attempt to remove embroidery from a garment, whether or not the garment was supplied by the Customer. Uniformly may decline any such request. Removal can leave needle holes, marks, or a faded or discoloured area, and may not remove the embroidery completely. Any removal is carried out entirely at the Customer's risk, and Uniformly is not liable for any damage to the garment resulting from it.
14. Title
14.1 Ownership of the Goods shall not pass to the Customer until the Customer has paid all amounts owing to Uniformly and met all its other obligations to Uniformly. Payment by any method other than cash is treated as received once Uniformly has cleared, irreversible funds in its bank account.
14.2 Risk in the Goods passes to the Customer as soon as the Customer accepts delivery.
14.3 Until ownership passes, the Customer holds the Goods as bailee for Uniformly, holds the benefit of any insurance of the Goods on trust for Uniformly, and must not sell or part with possession of the Goods other than in the ordinary course of business. The Customer must hold the proceeds of any such sale on trust for Uniformly. Uniformly may recover possession of any Goods in transit, and may commence proceedings to recover the Price notwithstanding that ownership has not passed.
15. Warranties
As permitted by law, and subject to clause 16, Uniformly's liability for the Works is limited as set out in these terms, including the specific limits in clause 11 (Hi-Vis and Certified Garments), clause 12 (Customer-Supplied Garments), clause 13 (Garment Care and Decoration Durability) and clause 20 (Returns). Any warranty implied by law that can lawfully be excluded is excluded.
16. Consumer Guarantees Act 1993
16.1 Where the Customer acquires Works for the purposes of a trade or business, the Customer acknowledges that the Consumer Guarantees Act 1993 does not apply to the supply of Works by Uniformly to the Customer.
16.2 For the purposes of section 43(2) of the Consumer Guarantees Act 1993, the Customer acknowledges that Uniformly supplies the Works, and the Customer acquires them, in trade; that these terms constitute a written agreement between the parties; and that it is fair and reasonable that the parties be bound by clause 16.1.
16.3 The exclusion in clause 16.1 applies only where the Customer acquires the Works for the purposes of a trade or business. Where the Customer acquires the Works as a consumer within the meaning of the Consumer Guarantees Act 1993, nothing in these terms limits, excludes or modifies the guarantees, rights or remedies the Customer has under that Act, and these terms are to be read subject to them.
17. Default and Consequences of Default
17.1 Uniformly may charge interest on overdue invoices at one and a half percent (1.5%) per calendar month on the overdue amount, from the due date until payment. Interest does not compound.
17.2 The Customer indemnifies Uniformly against all costs of collecting unpaid amounts or enforcing these terms, including legal costs on a full solicitor-client basis.
17.3 If the Customer breaches any obligation (including payment), Uniformly may suspend or terminate the supply of Works without liability to the Customer. All amounts owing become immediately payable if any amount is overdue, or the Customer becomes insolvent or bankrupt, or a receiver, liquidator or similar person is appointed.
18. Cancellation
18.1 Uniformly may cancel any contract by notice to the Customer, and will refund any amounts paid for Works not yet done. Uniformly is not liable for any loss arising from cancellation.
18.2 Cancellation by the Customer must be notified to Uniformly in writing (including by email).
18.3 Where the Customer cancels an order confirmed under clause 6, Uniformly will refund any deposit paid, less:
(a) any setup or digitising fee already incurred under clause 9;
(b) the cost of garments and materials ordered for the order that cannot be returned to the supplier, or on which a restocking or handling charge is imposed;
(c) the full quoted price of any garments already decorated, because decorated garments are made to the Customer's specification and cannot be resold; and
(d) any other cost Uniformly has irrecoverably committed to the order, evidenced to the Customer on request.
18.4 Uniformly will take reasonable steps to return unused garments and materials to its suppliers where the suppliers' terms permit, and will account to the Customer for any amount recovered.
18.5 Where the amount retained under clause 18.3 exceeds the deposit paid, the balance is payable on invoice. Where no deposit has been paid, the amounts in clause 18.3 are payable on invoice.
18.6 Garments retained under clause 18.3(c) will be made available to the Customer on request.
18.7 Clause 9.2 continues to apply to a cancelled order. The digitised file and any associated production files prepared by Uniformly remain the property of Uniformly.
18.8 Clauses 18.2 to 18.7 do not apply where the Customer cancels as a result of Uniformly's own failure, including Works that are genuinely faulty, a failure by Uniformly to deliver, or Works that do not match the proof approved under clause 5.3. Nothing in this clause limits the Customer's rights under clause 16.
19. Undeliverable Works
19.1 Where delivery of the Works cannot be completed for reasons within the Customer's control — including an incorrect or incomplete delivery address, the absence of any person able to accept delivery, or a failure to respond to a request for delivery instructions — the Works are held at the Customer's risk.
19.2 Uniformly may charge a reasonable storage fee for any Works held for more than fourteen (14) days from the date Uniformly notifies the Customer that the Works are ready for delivery.
19.3 Where the Works remain undelivered ninety (90) days after that notification, Uniformly may dispose of them and apply the proceeds (if any) against any amounts owing by the Customer. This does not limit Uniformly's right to recover the balance of any amount owing.
20. Returns
20.1 Garments are ordered in from Uniformly's suppliers specifically for the Customer's order. Uniformly's suppliers do not accept the return of multiple units of the same style ordered for sizing purposes, and decorated Works cannot be resold by Uniformly. Accordingly, Uniformly does not accept the return of, and does not offer a refund, credit or exchange on, any garments ordered for the Customer, whether decorated or not, on the grounds that the Customer has ordered the wrong size, the wrong quantity or the wrong colour, or that the garments are no longer required.
20.2 Clause 20.1 does not apply where the Works are genuinely faulty, or where they do not match the proof approved under clause 5.3 as a result of an error by Uniformly. In that case Uniformly will, at its option, repair, replace or remake the affected items, or credit the Customer for them.
20.3 The Customer must inspect the Works on delivery. The Customer must notify Uniformly in writing of any shortage, damage in transit, apparent fault, or claim under clause 20.2 within seven (7) working days of delivery, and must make the affected items available to Uniformly for inspection on request.
20.4 Works not notified under clause 20.3 within that period are deemed accepted, and Uniformly may decline a claim notified after it. This does not apply to a fault that was not reasonably discoverable on inspection, and does not apply where clause 16 applies.
20.5 Nothing in this clause limits the Customer's rights under clause 16.
21. Insurance
Uniformly holds public liability insurance of at least one million dollars ($1,000,000).
22. Privacy Act 2020
22.1 The Customer authorises Uniformly to collect, retain and use information about the Customer for quoting, fulfilling and supporting orders and for meeting Uniformly's legal, tax and accounting obligations. Uniformly will send marketing about its products and services only to a Customer who has separately agreed to receive it. Accepting these terms is not that agreement, and the Customer may withdraw it at any time.
22.2 Where the Customer is an individual, these authorities are consents for the purposes of the Privacy Act 2020. The Customer has the right to request access to, and correction of, the information Uniformly holds about them. See Uniformly's Privacy Policy for full details.
23. General
23.1 A failure by Uniformly to enforce any provision is not a waiver of that provision.
23.2 These terms are governed by the laws of New Zealand and subject to the jurisdiction of the New Zealand courts.
23.3 Uniformly is not liable for any indirect or consequential loss (including loss of profit). To the extent Uniformly is liable, that liability shall not exceed the Price of the Works.
23.4 The Customer may not set off or deduct any amount from the Price, nor withhold payment because part of an invoice is in dispute.
23.5 The Customer must give Uniformly not less than fourteen (14) days' written notice of any change of ownership or change to the Customer's details.
23.6 Uniformly may amend these terms at any time by notifying the Customer in writing. Continued instructions from the Customer after notice are deemed acceptance of the amended terms.
23.7 Neither party is liable for any default caused by an event beyond its reasonable control, including any act of God, pandemic, war, terrorism, strike, fire, flood or storm.
23.8 If any provision is unenforceable, the remaining provisions continue in full effect.