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  • I need a solid esports contract

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    This contract is for League of legends players signing up to my org

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  • Terms of Trade for Entrepreneurs

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    Definitions “Acceptable Use Policy” means our current policy on what is and is not acceptable use of the Services as amended by us from time to time. Our Acceptable use Policy can be found at http://www.IZ Design.com/aup. “Additional Services” means any additional services (not being Software and Hosting Services or Consulting, Administration and Implementation Services or Third Party Provider products or services) that we agree to provide to you. “Amended Terms” has the meaning given to it in clause 15. “Carriers” means any entity with whom we have entered into an agreement or arrangement (directly or indirectly) providing for the passing of customer generated or customer destined internet traffic between us and that entity. “Charges” means the charges payable by you to us under the Terms of Reference for the Consulting, Administration and Implementation Services and the Software and Hosting Services set out in the Terms of Reference, and shall include any amount payable in respect of any Project Variation or Additional Services or Third Party Provider products or services. “Customer Services” means the IZ Design support team, which is contactable by email on info@izdesign.co.nz or by phone on 021880215. “Completion Date” means the date on which we advise you that the Website is ready for the loading of your information and data. For the avoidance of doubt, the Completion Date is not the same as the ‘go-live’ or ‘website launch’ date which may be later in time than the Completion Date. “Confidential Information” has the meaning given to it in clause 11(i). “Consulting, Administration and Implementation Services” means the website design and development, consulting, administration, implementation and marketing services and more fully described in the relevant Service Brochures or Proposal and includes consulting, design, computer programming, Content Services, administration, training and marketing services for the purpose of creating, customising, improving and promoting the Website. “Content Material” means all written copy, illustrations, diagrams, photographs, animations, 3D models, video or other materials provided to you as part of the Content Services but excluding , elements (in source and object code) which form part of the generic functionality of the Website or elements (in source and object code) which implement visual features or the layouts of the Website (including, but not limited to, the Content Materials. “Content Services” means any copywriting, illustration, photography, video production, or other services to provide Content Material as set out in a Terms of Reference. “Customisation” means a customisation required by you as described in the Customisation Plan. “Customisation Plan” means the plan developed by us in conjunction with you for a Customisation. “Early Termination Fee” means the sum of the following equation. Cost of Services x 1.0133n - mp * ( ( 1.0133n - 1 ) / 0.0133 ) + 250 Where the ‘Cost of Services’ is the sum of the list prices for the Services purchased using On Account Payment Terms and current at the date of termination. Where ‘n’ is the number of months elapsed in the Minimum Term. Where ‘mp’ is the monthly payment due each month under the On Account Payment Terms. “Estimated Budget” means the estimated budget for any Services to be provided by us to you on a Time and Materials basis. “Fixed Price” has the meaning given to it in clause 9(i)(a)(1). “Minimum Term” means, where you are paying the Charges using On Account Payment Terms, for a fixed minimum term as set out in the Terms of Reference. “On Account Payment Terms” means the payment terms described in clause 9(ii)(b). “Order Form” means our order form signed or completed (as applicable) by you or on your behalf, which specifies the Services you require from us. “Project Variation” has the meaning given to it in clause 3. “Proposal” means the proposal accepted by you or on your behalf, in respect of the Services, and includes any changes to it which were made at your request. “Rebate” means the amount to be deducted from our standard list price or standard hourly rate as part of a Rebate Purchase Arrangement. “Rebate Purchase Arrangement” means the arrangement referred to in clause 9(iii). “Service Brochure” means any brochure(s) detailing the Services. “Services” means the Consulting, Administration and Implementation Services, the Software and Hosting Services and the Additional Services as described in clause 2. “Software and Hosting Services” means the provision of software as a service, ongoing hosting and any other support Services as set out in the Terms of Reference. "Special Hourly Rate" means the hourly rate payable by you as set out in the Terms of Reference after deducting the Rebate and "Special Rate" has a corresponding meaning. “Special Price” means the price payable by you as set out in the Terms of Reference after deducting the Rebate. “Standard Payment Terms” means the payment terms described in clause 9(ii)(a). "Subscription Fee" means the monthly or annual fee payable by you to us for the Software and Hosting Services and any other services which you may from time to time request us to provide to you. “Terms of Reference” means: (a) the Proposal (if any); and (b) any Estimated Budget; and (c) the Order Form (if any); and (d) the Service Brochure (if any) for each Service you have ordered; and (e) each agreed Project Variation (if any); and (f) the specifications for any Website which forms part of the Services (if any); and (g) the Website Plan (if any). "Third Party Provider" means any provider of products or services other than us. “Time and Materials” has the meaning given to it in clause 9(i)(a)(2). "Tripledash" means Tripledash Limited. “we” or “us” means IZ Design New Zealand Limited and “our” has a corresponding meaning. “Website” means the website we create for you as part of the Consulting, Administration and Implementation Services. “Website Plan” means the website plan prepared by us in conjunction with you in respect of the Website. “you” means the customer under the Terms of Reference and “your” has a corresponding meaning. “Your Materials” has the meaning given to it in clause 6(iii). “IZ Design’s IP” has the meaning given to it in clause 7(i). as more particularly described in the relevant Product Brochure. “Intellectual Property” means all intellectual property as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation of 1967 and, without limitation, includes any discovery, invention, novel or original designs (whether or not registrable as designs or patents), any trademarks or trade names or goodwill rights associated with such marks, applications for any of the foregoing, the copyright in any software, drawings, plans, specifications, designs, know-how and trade secrets owned or used, secret process or improvement in procedure. “Minimum Term” means, where you are paying the Charges On Account, a fixed term of either 24 months or 36 months as selected by you on the Order Form, in each case which commences on the Completion Date. “Monthly Service Fee” means the fee paid by you to us for the Hosting Services. “On Account” is where you pay the Charges for the Services by paying a deposit followed by equal instalments paid monthly in advance for not less than the Minimum Term as specified in the Order Form. “Order Form” means the NewMark order form signed by or on behalf of you, which specifies the Services you require from us. “Product Brochure” means the brochure(s) specifying the Services, a copy of which was provided to you with the Terms of Reference. “Services” means the Website Design, Consulting and Marketing Services, the Hosting Services and the Additional Services as described in clause 2. “Terms of Reference” means: (a) the signed Order Form; and (b) the Product Brochure (if any) for each Service you have ordered; and (c) each agreed Change Specification (if any); and (d) the specifications for any Website which forms part of the Services, “we” or “us” means IZ Design and “our” has a corresponding meaning. “Website” means the website we create for you as part of the Website Design, Consulting and Marketing Services. “Website Design, Consulting and Marketing Services” means the website design, consulting and marketing services and more fully described in the relevant Product Brochures and includes consulting, design, computer programming, Content Services, training and marketing services for the purpose of creating, improving and promoting the Website. “you” means the customer under this Agreement and “your” has a corresponding meaning. 3. Change in Control 3.1 The Client shall give IZ not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by IZ as a result of the Client’s failure to comply with this clause. 4. Price and Payment 4.1 At IZ’s sole discretion the Price shall be either: (a) as indicated on any invoice provided by IZ to the Client; or (b) IZ’s quoted price (subject to clauses 4.2 and 4.3) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days. 4.2 IZ reserves the right to amend the Price where there is any variation to the accepted plan of scheduled Services, or design/specifications, which will be charged for on the basis of IZ’s standard hourly rates (and double such rate for any Services provided outside IZ’s normal business hours) and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion. 4.3 The Client acknowledges that all services and support for email and setup of the Web Site are chargeable in addition to the Price. 4.4 At IZ’s sole discretion, a non-refundable deposit may be required. 4.5 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by IZ, which may be: (a) payment for approved Clients shall be due twenty (20) days following the end of the month in which a statement is sent to the Client; (b) the date specified on any invoice or other form as being the date for payment; or (c) failing any notice to the contrary, the date which is fourteen (14) days following the date of any invoice given to the Client by IZ. 4.6 Payment may be made by cheque, electronic/on-line banking, or by any other method as agreed to between the Client and IZ. 4.7 Unless otherwise stated the Price does not include GST. In addition to the Price the Client must pay to IZ an amount equal to any GST IZ must pay for any supply of Services by IZ under this or any other agreement. The Client must pay GST, without deduction or setoff of any other amounts, at the same time and on the same basis as the Client pays the Price. In addition the Client 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. 5. Provision of the Services 5.1 Any time specified by IZ for provision of the Services is an estimate only and IZ will not be liable for any loss or damage incurred by the Client as a result of provision being late. However both parties agree that they shall make every endeavour to enable the Services to be provided at the time and place as was arranged between both parties. In the event that IZ is unable to provide the Services as agreed solely due to any action or inaction of the Client, then IZ shall be entitled to: (a) charge the Client additionally for re-providing the Services at a later time and date; or (b) subject to clause 18.3, terminate the agreement. 6. Risk and Limitation of Liability for Client Data 6.1 The Client acknowledges and agrees that IZ shall not be held responsible or liable for: (a) anything related to the Web Site, Hosting Services or any other Services provided; (b) any supplied content breaching any Acts, legislation or regulations, unless due to the negligence of IZ; (c) any loss, corruption, or deletion of files or data (including, but not limited to software programmes) resulting from illegal hacking or Services provided by IZ. IZ will endeavour to restore the Web Site, files or data (at the Client’s cost), and it is the sole responsibility of the Client to backup any data which they believe to be important, valuable, or irreplaceable before IZ providing the Services. The Client accepts full responsibility for the Client’s software and data and IZ is not required to advise or remind the Client of appropriate backup procedures; (d) any loss or damage to the Client’s software or hardware caused by any ‘updates’ provided for that software. 6.2 The Client acknowledges that any advice or recommendations by IZ are provided on the basis of IZ’s industry knowledge and experience only and shall not be deemed as specialist advice. 6.3 IZ, its directors, agents or employees will not be liable in any way for any form of loss or damage of any nature whatsoever suffered, whether arising directly or indirectly, by the Client or any person related to or dealing with the Client out of, in connection with or reasonably incidental to the provision of the Services by IZ to the Client. 6.4 The Services are provided on an “as is, as available” basis. IZ specifically disclaims any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose. 6.5 Public Access: (a) The Client understands that by placing information on the Web Site, such information may be accessible to all internet users. IZ do not (unless expressly requested by the Client) limit or restrict access to such information, nor protect such information from copyright infringement or other wrongful activity. The Client assumes full responsibility for their use of the Services, and it is the Client’s sole responsibility to evaluate the accuracy, completeness and usefulness or all opinions, advice, services, and other information, and the quality and merchantability of all Services provided by IZ, or on the internet generally. 7.4 Proof Reading: (a) Whilst every care is taken by IZ to carry out the instructions of the Client, it is the Client's responsibility to undertake a final proofreading. IZ shall be under no liability whatever for any errors not corrected by the Client in the final proof reading. Should the Client’s alterations require additional proofs this shall be invoiced as an extra. (b) When style, type or layout is left to IZ’s judgement and the Client makes further alterations, this will be invoiced as an extra. 7.5 Client’s Property and Materials: (a) In the case of property and materials left with IZ without specific instructions, IZ shall be free to dispose of them at the end of twelve (12) months after his receiving them and to accept and retain the proceeds, if any, to cover his own costs in holding and handling them. (b) Where materials or equipment are supplied by the Client, IZ accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials or equipment. 7.6 Maintenance: (a) Subject to clause (b), IZ will provide the Maintenance Services in accordance with the maintenance terms set out in IZ’s maintenance schedule. (b) The Client will procure all necessary authorisations, licences and consents to enable IZ to have access to the Web Site in order to provide the Maintenance Services. 8. Hosting Services 8.1 “Live Date” means the date in which IZ provides the Hosting Services as per initial acceptance of IZ’s quotation. 8.2 Hosting Services shall only be used by the Client for lawful purposes. Any use which violates any applicable national or international laws is strictly prohibited (e.g. posting or transmitting any unlawful, threatening, abusive, libellous, defamatory, obscene, offensive, indecent, pornographic, profane, or otherwise objectionable information of any kind – including, but not limited to, any transmission constituting or encouraging conduct that would constitute a criminal offense or give rise to civil liability). 8.3 Term: (a) The Client is required to pay a nonrefundable annual fee for the Hosting Services, which is stipulated via IZ’s quotation and is due and payable as per the payment terms stated therein. This fee excludes domain registrations and SSL Certificates, and where the Client is changing from another hosting provider the install and set-up of the Web Site on IZ’s web servers, which shall be charged to the Client additionally. IZ may adjust the annual fee from time to time upon providing one (1) month’s written notice to the Client. Renewal of the Hosting Services will be billed to the Client one (1) month prior the anniversary of the Term, and annually thereafter. (b) The Hosting Services may terminated by way of the Client providing IZ with a minimum of three (3) months written notice before the current anniversary of the Term. If no notice is given in accordance with this clause, the Client shall be liable for the full amount of the annual fee for Hosting Services for the current yearly Term. 8.4 IZ will, at its sole cost and expense: (a) host the Web Site on IZ’s web servers; (b) ensure that from the Live Date: (i) sufficient capacity is maintained on IZ’s web server to enable users access to the Web Site in a timely manner; (ii) the Web Site is accessible to users in accordance with the agreed service levels (subject to reasonable downtime for server maintenance which has been notified to the Client before the commencement of the downtime or (where applicable) Maintenance in accordance with clause 7.6); (c) provide the Client with reasonable access to the Web Site to perform maintenance services. 8.5 IZ will not: (a) alter or amend, or permit any person to alter or amend the Website without the written consent of the Client; (b) post or display on the Web Site any advertising, sponsorship or promotion without the written consent of the Client; (c) use any user data for marketing, referral or other purposes except as expressly authorised by this agreement; (d) sublicense, rent, timeshare, lease, lend or grant any rights to use the Web Site; or (e) assign, transfer or authorise anyone else to exercise the rights in any licence granted pursuant to this agreement. 8.6 IZ will make best efforts to ensure that the Client receives continual and uninterrupted Services (including network or hosting servers) during the term of this agreement, however IZ does not in any way warrant or otherwise guarantee the availability of the Services, which shall be subject to regularly scheduled maintenance cycles, and many events/circumstances beyond the control of IZ. In no event though, shall IZ be liable to the Client for damages (including loss of income) resulting from or in relation to any failure or delay (including server downtime, programming errors, lack of connection or slow connection) of IZ to provide Services under this agreement, or any loss of data, if such delays or failures are due to circumstances beyond our control. Such a failure or delay shall not constitute a default under this agreement. 8.7 IZ may, at their sole discretion, limit or deny access to the Services is, in the judgement of IZ, such limitations or denials of access are required to assure the security of the network, the integrity of the network structure, or to prevent damage to the network. 8.8 Client’s Obligations: (a) The Client will, at its sole cost and expense: (i) subject to any contract with IZ for Website Development, develop and maintain the Website; (ii) provide the content to IZ, in such form as reasonably prescribed by IZ from time to time, and hereby grants IZ a non-exclusive, worldwide, irrevocable licence to use such content for the purposes of hosting the Web Site; (iii) do all things reasonably necessary to enable IZ to host the Web Site on IZ’s webserver; (iv) ensure that content supplied to IZ do not contain Prohibited Content, a link to any web site that contains Prohibited Content, or any viruses, trojan horses, worms, time bombs, cancel bots or any other software program or routine designed for or capable of interfering with the operation of the Hosting Services. (b) The Client will not: (i) logon to an account that the Client is not authorised to access; (ii) access data or take any action to obtain services not intended for the Client; (iii) attempt to probe, scan or test the vulnerability of any system, subsystem or network; (iv) tamper, hack, modify or otherwise corrupt or breach security or authenticity measures without proper authorisation; (v) transmit any material outlined in clause 8.8(a)(iv); (vi) do anything that prevents or hinders IZ from providing Hosting Services to any other person. (c) The Client acknowledges that spamming (i.e. the sending of unsolicited email), email address cultivation, or any unauthorised collecting of email addresses without prior notification of the email address owner is strictly prohibited. 8.9 Network Traffic: (a) Network traffic shall be measured by IZ and may include all forms of traffic to and from the Web Site. Domestic data transfer is provided free of charge, but IZ reserve the right to suspend Hosting Services (at any time and without notice to the Client) for what it deems to be excessive traffic usage. 8.10 Limitation of Liability for Hosting Services (a) in consideration of clause 21.3, in the event the Hosting Services provided to the Client are disrupted or malfunction for any reason, IZ’s liability shall be limited to damages which under no circumstances shall exceed the amount due and payable by the Client to IZ for the Hosting Services during the period of disruption or malfunction. 9. Search Engine Optimisation (SEO) 9.1 Although IZ shall use their knowledge and experience to gain the best results possible, IZ gives no guarantee of the quality of visitor or the position / page rank or volume of visits to the Web Site, or warranty that the Web Site will be effective in promoting the Client’s business orresult in any increase in sales of the products/services of the Client. Periodic reporting will be sent to the Client’s nominated email address, at the sole discretion of IZ. 10. Title 10.1 IZ and the Client agree that the Client’s obligations to IZ for the supply of Services shall not cease (and ownership of any Goods shall not pass) until: (a) the Client has paid IZ all amounts owing to IZ for the Services; and (b) the Client has met all other obligations due by the Client to IZ in respect of all contracts between IZ and the Client. 10.2 Receipt by IZ of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then IZ’s ownership or rights in respect of the Services shall continue. 10.3 It is further agreed that: (a) until ownership of the Goods passes to the Client in accordance with clause 10.1 that the Client is only a bailee of the Goods and must return the Goods to IZ on request. (b) the Client holds the benefit of the Client’s insurance of the Goods on trust for IZ and must pay to IZ the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed. (c) the Client must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for IZ and must pay or deliver the proceeds to IZ on demand. (d) the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of IZ and must sell, dispose of or return the resulting product to IZ as it so directs. (e) the Client irrevocably authorises IZ to enter any premises where IZ believes the Goods are kept and recover possession of the Goods. (f) IZ may recover possession of any Goods in transit whether or not delivery has occurred. (g) the Client shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of IZ. (h) IZ may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Client. 11. Personal Property Securities Act 1999 (“PPSA”) 11.1 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that: (a) these terms and conditions constitute a security agreement for the purposes of the PPSA; and (b) a security interest is taken in all Goods and/or all collateral (account) – being a monetary obligation of the Client for the Services – that have previously been provided, and that will be provided in the future, by IZ to the Client. 11.2 The Client undertakes to: (a) sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which IZ may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register; (b) indemnify, and upon demand reimburse, IZ for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration made thereby; (c) not register a financing change statement or a change demand without the prior written consent of IZ. 11.3 IZ and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions. 11.4 The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA. 11.5 Unless otherwise agreed to in writing by IZ, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA. 11.6 The Client shall unconditionally ratify any actions taken by IZ under clauses 11.1 to 11.5. 12. Security and Charge 12.1 In consideration of IZ agreeing to supply the Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money). 12.2 The Client indemnifies IZ from and against all IZ’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising IZ’s rights under this clause. 12.3 The Client irrevocably appoints IZ and each director of IZ as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Client’s behalf. 13. Client’s Disclaimer 13.1 The Client hereby disclaims any right to rescind, or cancel any contract with IZ or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by IZ, and the Client acknowledges that the Services are bought relying solely upon the Client’s skill and judgment. 15. Consumer Guarantees Act 1993 15.1 If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Services by IZ to the Client. 16. Default and Consequences of Default 16.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at IZ’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment. 16.2 If the Client owes IZ any money the Client shall indemnify IZ from and against all costs and disbursements incurred by IZ in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, IZ’s collection agency fees, and bank dishonour fees). 16.3 Without prejudice to any other remedies IZ may have, if at any time the Client is in breach of any obligation (including those relating to payment, whether or not the payment is due to IZ) IZ may suspend or terminate the provision of Services to the Client, (this includes but is not restricted to, withholding domain codes, passwords and Goods, and/or blocking or restricting public and Client access to the Web Site, or removing the Web Site from the web completely) and any of its other obligations under the terms and conditions. IZ will not be liable to the Client for any loss or damage the Client suffers because IZ has exercised its rights under this clause. 16.4 Without prejudice to IZ’s other remedies at law IZ shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to IZ shall, whether or not due for payment, become immediately payable if: (a) any money payable to IZ becomes overdue, or in IZ’s opinion the Client will be unable to make a payment when it falls due; (b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client. 17. Confidentiality 17.1 Each party agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party's written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party. 19. Privacy Act 1993 19.1 The Client authorises IZ or IZ’s agent to: (a) access, collect, retain and use any information about the Client; (i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or (ii) for the purpose of marketing products and services to the Client. (b) disclose information about the Client, whether collected by IZ from the Client directly or obtained by IZ from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client. 19.2 Where the Client is an individual the authorities under clause 19.1 are authorities or consents for the purposes of the Privacy Act 1993. 19.3 The Client shall have the right to request IZ for a copy of the information about the Client retained by IZ, and the right to request IZ to correct any incorrect information about the Client held by IZ. 20. Dispute Resolution 20.1 IZ and the Client will negotiate in good faith and use their reasonable efforts to settle any dispute that may arise out of, or relate to, this agreement, or any breach thereof. If any such dispute cannot be settled amicably through ordinary negotiations, the dispute shall be referred to the representatives nominated by each party who will meet in good faith in order to attempt to resolve the dispute. Nothing shall restrict either party’s freedom to commence legal proceedings to preserve any legal right or remedy or protect and proprietary or trade secret right. 21. General 21.1 The failure by IZ to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect IZ’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. 21.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of the Waitakere District Court, Auckland, New Zealand. 21.3 IZ shall be under no liability whatsoever to the Client for any expenses, claims, costs (including but not limited to legal fees and commissions), damages suffered or incurred by IZ, or indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by IZ of these terms and conditions, caused by any failure by the Client to comply with their obligations under this agreement, or that arise from any claim relating to the Services by any person that the Client authorises to use the Services, or where due to server downtime or programming errors (alternatively IZ’s liability shall be limited to damages which under no circumstances shall exceed the Price). 21.4 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by IZ nor to withhold payment of any invoice because part of that invoice is in dispute. Any invoice query/dispute will not be recognised if notified outside of fourteen (14) days from the date of the invoice. 21.5 IZ may license or sub-contract all or any part of its rights and obligations without the Client’s consent. 21.6 The Client agrees that IZ may amend these terms and conditions at any time. If IZ makes a change to these terms and conditions, then that change will take effect from the date on which IZ notifies the Client of such change via email. The Client will be taken to have accepted such changes if the Client makes a further request for IZ to provide Services to the Client. 21.7 Neither party shall be liable for any default due to fires, explosions, severe weather, industrial disputes, insurrection, requirements or regulations, or any civil or military authority, acts of war (whether declared or not), civil unrest, acts of God, earthquake, flood, riot, embargo, government act, strike, lock-out, storm, terrorism, DNS caching, propagation, or other DNS issues outside the reasonable control of either party, or failure or outage of any telecommunications links or other connections forming part of the Internet which are beyond the reasonable control of either party. 21.8 The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it. Variation of Terms We may amend or replace these terms from time to time. The amended or replacement terms (“Amended Terms”) will then apply to the Services. We will tell you about any changes at least 30 days before they come into effect by posting the Amended Terms on our website and and we will communicate these changes to you via email or by notifying you via the administration section of your Website (if any). If you object to the Amended Terms, you may terminate a Terms of Reference by providing us with one month's written notice. You will be taken to have accepted the Amended Terms if you make a further request of us to provide Services to you or if you continue to make use of our Services and do not give us any notice to terminate the Terms of Reference. If you are in any doubt as to the current terms of trade that apply to the Services please visit our website http://www.IZ Design.com/tot or contact Customer Services. 3. Acceptance Each Order shall constitute acceptance by the Customer of these Terms and Conditions of Trade. 4. Price variation Price estimates are based on the Vendor’€™s current costs of production and, unless otherwise agreed, are subject to amendment on or at any time after acceptance, where such amendment is required in order to meet any rise or fall in such costs. 5. Preliminary work All work carried out, whether experimentally or otherwise, at customer’€™s request shall be chargeable. 6. Copy Where any additional work of whatever nature is necessary as a result of copy supplied by a customer not being clear and/or legible, the Vendor shall be entitled to make additional charges on a time and materials basis to cover such additional work. 7. Proofs Proofs of all work may be submitted for customer’€™s approval and the Vendor shall incur no liability for any errors not corrected by the customer in proofs so submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the customer. When style, type or layout is left to the Vendor’€™s discretion, any subsequent changes to such style, type or layout required by the customer shall be subject to additional charges on a time and materials basis. 7. Delivery 7.1 ZeroSeven cannot be held responsible for any loss or damage during transit of client property (6.3) or print deliverables, if payment has passed or not. It is up to the client to insure accordingly. 7.2 Web site delivery will take the form of the website going live. This will be executed upon receipt of payment in full. (A digital download containing files for backup is available upon request.) 1. Contract 1.1 Quotes given expire 30 days after the issue date on the contract. 1.2 The project must be completed within 3 months of the signature date on the contract, it cannot be postponed or delayed unless otherwise agreed. 1.3 If the project runs over 3 months due to the clients fault, the contract will be re-assessed and the client will be quoted appropriately. Figure 1.1 will still apply. Any payment made before the re-assessment will be deducted from the final value. 1.4 From time to time The Client may require extra design requirements during a project, or extra files upon completion of a project. The client will be informed that the alterations or changes requested fall outside the scope of the original estimate. If the client wishes these alterations to be made they must agree in writing, and an additional quoted fee will be payable. 5. Deadlines & Delay 5.1 ZeroSeven can not be held responsible for delayed delivery on any work that is due to client fault, for instance: Delay in signing off proofs, delay in providing any content that has been specified as a requirement or any change in the content that has already been provided. ZeroSeven also cannot be held responsible for any delays that are not solely the fault of ZeroSeven, this includes printing delays. 5.2 After signing a contract if the client needs to shorten or specify a deadline it is not guaranteed that ZeroSeven will be able to meet the requirements. 5.3 If the client wishes to shorten or specify a deadline ZeroSeven is entitled to make any amendments deemed necessary to the quote provided. 5.4 In the unlikely case that ZeroSeven fails to meet the agreed deadline the client has the option to cancel the contract, paying only for work completed up to that point in time with no extra fee. If the client still wishes to use the work, the contract must stand and the client must pay the full amount quoted on completion of the work. 5.5 Deadlines agreed between ZeroSeven and the client are not inclusive of time taken for printing, the deadline agreed in this contract is for design only. The client must bear this in mind when setting the deadline. Your Responsibilities It is your responsibility to: promptly provide, all the information, assistance and approvals that we may reasonably require so that we can operate our business efficiently and profitably and fulfil our obligations to you under the Terms of Reference in a timely and efficient manner. In particular, you must respond to any request from us to: provide any information or any additional information; or provide your feedback on matters specified in our request; or provide your approval to proceed to the next immediately following stage of your project; and in each case, within the time frame stipulated in the request or, if no time frame is specified, within seven (7) days (time being of the essence); and maintain backup data necessary to replace any of your data that is lost or damaged from any cause; and obtain, and if required pay for, any consents and licenses required for you or us to incorporate third party materials in the Website; and follow any instructions provided by us in respect of the Website and/or the Services and ensure that your employees, agents and contractors who use the Website and the Services also meet your responsibilities under these terms when using the Website and/or the Services; and use the Services at all times strictly in accordance with our Acceptable Use Policy as amended by us from time to time. Our current Acceptable Use Policy can be viewed athttp://www.IZ Design.com/aup; and keep strictly confidential any password and log-on we give you for access to the administration functions of the Website. If you fail to respond promptly to our requests in accordance with clause 6(i)(a) then (without affecting our rights under clause 13(iv)(f)) we may, but are not obligated to, proceed to the next immediately following stage of your project in order that we can complete our work and deliver your project in a cost efficient and timely manner. You confirm that all data, images, video, presentations, files, documents, animations, software and other information or content you supply to us or place on your Website (“Your Materials”): are complete and accurate and not likely to mislead or deceive or cause damage to the reputation of any person or company; and will not cause us, in the course of providing the Services or otherwise fulfilling our obligations under the Terms of Reference, to infringe upon any person's Intellectual Property including, but not limited to, any copyright or patent, registered design, or trademark and you agree to indemnify us against any action taken by a third party against us in respect of any such infringement; and are not offensive, harmful, upsetting, unlawful, or otherwise objectionable. For the avoidance of doubt, this includes complying with the Film, Videos and Publications Classification Act 1993. In order to reduce fraud and to protect sensitive credit card information, you agree that you will not store credit card details and will only process credit card transactions using systems that are PCI DSS compliant (visit http://www.pcisecuritystandards.org for more information) and that are authorised by us or your banking institution. Our employees and/or contractors with whom you are, or will be, dealing with are very valuable to us. We have invested considerable time, money and effort in recruiting, training and upskilling them. In consideration of our agreement to provide you the Services, you agree, covenant and undertake that you will not, whether directly or indirectly and in any capacity whatsoever, induce, or attempt to induce, any of our employees or contractors to terminate his or her employment or contractual relationship with us. If you breach your agreement, covenant and undertaking in this clause, then: we may immediately terminate the Terms of Reference (including the Software and Hosting Services) and any amounts owing by you to us under the Terms of Reference and these terms must be paid immediately, and we will be regarded as wholly discharged from any further obligations or performance under the Terms of Reference or these terms; and on demand in writing by us, you shall indemnify us and pay us in respect of each of such employees or contractors, as agreed liquidated damages, a sum equivalent to the total remuneration or compensation (including, but not limited to any allowances, bonuses, overtime pay or permitted disbursements), exclusive of any tax or GST, paid by us to such employee or contractor for the last three calendar months immediately before the date of the termination of his or her employment or contractual relationship with us. The amount demanded shall be deemed to be a debt due from you to us and you must pay that debt in full, without any deduction or set-off, within 10 days from the date of the demand. If you fail to pay the debt, then, we will be entitled to apply to the court for summary judgment against you in respect of the debt together with all legal costs (on a full indemnity basis) and any disbursements incurred by us in respect of the application. For the purposes of such summary judgment application, this clause shall be evidence of, and shall be deemed, an unequivocal admission by you of the debt (including any legal costs and disbursements); and for the avoidance of doubt, clause 13(v) shall not apply to a termination under this clause 6(v). 15. Miscellaneous i. You agree that, with the exception of urgent interlocutory relief in respect of use of confidential information or intellectual property in breach of this Agreement, both of us will attempt to resolve any dispute under this Agreement by negotiating in good faith for at least 14 days. ii. The failure by us to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect our right to subsequently enforce that provision. If any provision of this Agreement shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired. iii. If any of your address details change, you agree to promptly provide us with your new address and contact details. We will send you notices and other communications to the last known address, fax number or email address you have given to us. iv. You warrant that you have the power to enter into this agreement and have obtained all necessary authorisation to allow you do so, that you are not insolvent and that this agreement creates binding and valid legal obligations on you. v. You may not assign any rights or obligations under this Agreement without our prior written consent. We may assign any rights under this Agreement without obtaining your prior approval. We may also sub-contract any of our obligations under this Agreement, but in so doing, will not be relieved of any liability to you under this Agreement. vi. We may decline your application for the Services (and/or any request for Additional Services) at our discretion and we do not have to disclose our credit criteria or the reasons for our decision. vii. These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the exclusive jurisdiction of the Courts of New Zealand. Company Name Individual Date of birth Physical or postal address Date Signature .The other party The legal entity you are contracting with should be clearly identified (for example, is it a company or an individual person?) 1. Definitions 1.1 “IZ” means IZ Design Limited, any person acting on behalf of and with the authority of IZ Design Limited. 1.2 “Client” a person/s or group that uses the professional advice or services of IZ The goods or services What is the exact nature of the goods and/or services to be provided? If you've discussed dimensions and specifications with the buyer, are these to be treated as estimates only? Will customary or reasonable tolerances be allowed? 7. Website Development 7.1 IZ’s Responsibilities: (a) Upon acceptance of IZ’s quotation, and in accordance with this agreement, IZ will: (i) use its best endeavours to develop the Web Site in accordance with the Client’s instructions and specifications; and (ii) to the extent specified in the Client’s instructions and specifications, negotiate and procure any third-party agreements on behalf of the Client. (b) The Client acknowledges that the development of the Web Site by IZ is based upon current technology platforms (e.g. internet browsers, mobile, android, etc.), and therefore IZ cannot guarantee that Web Site features and /or content will display correctly, and that the overall visual experience will be the same, for use by either superseded or presently undeveloped technology. 7.2 Client’s Responsibilities: (a) The Client will, in addition to any other obligations expressed in this agreement, have the following responsibilities: (i) provision of all data to be incorporated into the Web Site; (ii) provision of logos, designs, graphic and related materials to be incorporated into the Web Site; and (iii) provision of any other information, ideas or suggestions which are to be expressly considered by IZ in developing the Web Site. (b) The Client will ensure that IZ is given such information and assistance as IZ reasonably requires to enable IZ to construct and maintain the Web Site. (c) It shall be the Client’s responsibility to ensure that any specific requirements they may have for mobile web browsers is included in the brief, as, unless otherwise specified therein, the choice of web browsers and technology used in the development of the Web Site shall be at the sole discretion of IZ. In the event that additional Services are requested, or required (as per clause 7.1(b)), in order to meet any specific requirements for mobile web browsers, after IZ has commenced work on the Web Site, shall be treated as a variation to the Price and a strict estimation of further work required shall be submitted to the Client for approval before proceeding with the variation work. (d) IZ will not be responsible for, and accepts no liability for, any deficiency or alleged deficiency in the Web Site which is attributable to: (i) incorrect information provided by the Client, either pursuant to this clause or otherwise; or (ii) failure by the Client to provide relevant information, either pursuant to this clause or otherwise; or (iii) any third-party products and/or services used by IZ in creation of the Web Site. 7.3 Additional Services: (a) IZ agrees that there will be no charge in the preparation of the initial quotation, which may include Client discussions, project scoping, research, testing and business analysis, etc. However, in some instances the aforementioned services may be charged to the Client additionally (at IZ’s sole discretion). In the event the Client requires proofs, mock-ups, layouts, samples or dummies or printed, typewritten or other good copy and/or edits, this shall be invoiced at IZ’s hourly rate unless specified otherwise in the initial quotation, therefore, this variation shall be detailed on the invoice as per clause 4.2. (b) All work carried out whether experimentally or otherwise at the Client’s request will be charged to the Client. (c) Any tabulated work and/or foreign language included in the job but not contained in the manuscript originally submitted for the purpose of estimating may be charged to the Client and shown as extras on the invoice. (d) Unless otherwise agreed, the Client shall bear the cost of fonts, or colour proofs, or artwork, specially bought at the Client's request for the job. (e) Where the performance of any contract with the Client requires IZ to obtain products and/or services from a third party, the contract between IZ and the Client shall incorporate, and shall be subject to, the conditions of supply of such products and/or services to IZ, and the Client shall be liable for the cost in full including IZ’s margin of such products and/or services. (f) Whilst every effort will be taken by IZ to match virtual colours with physical colours, IZ will take no responsibility for any variation between virtual sale samples and either the virtual sale sample displayed on the Client’s computer and/or the final product. Should a physical sample be required this will be provided on request by the Client and will be charged for as an extra and charged contra against final invoice. 1.3 “Services” all actions IZ take to help, work or supply goods for a Client (any files, information, artwork, printed or virtual material, samples, websites, brands, designs, images, advertising, data, graphics, pictures, trademarks or software, whether supplied from a third party or created for the Client) or Services (which includes any advice or recommendations, graphic design of brands, designs, images, or advertising, brand integration or strategies, analysis, training, project management or service sourcing and the organisation of copyrighting such any Goods and/or Services) supplied by IZ to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other). 1.4 “Software” shall mean the programs and other operating information (including documentation) used by a computer, tablet and/or mobile device. Applications developed for use by end users will be accessible through the Web Site or cloud based applications while the business software and user data is stored on servers based at an alternative location for security and back-up purposes. 1.5 “Web Site” means a location which is accessible on the Internet through the World Wide Web and which provides multimedia content via a graphical User Interface. 1.6 “Prohibited Content” means any content on any advertising media that: (a) is, or could reasonably be considered to be, in breach of the Broadcasting Act 1989; the Fair Trading Act 1986; or any other applicable law or applicable industry code; or (b) contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; or (c) is, or could reasonably be considered to be, in breach of any person’s Intellectual Property Rights (including, but not limited to, the distribution of music files or any other material in which the Client does not own the copyright); (d) IRC software, pirated software, hacked sites, programs or archives, and/or Warez sites. 1.7 “Price” shall mean the cost of the The Client is taken to have exclusively accepted and is immediately bound, jointly and severally Services as agreed between IZ and the Client subject to clause 4 of this contract. Software and Hosting Services We will provide access to the Software and Hosting Services you have selected in the Terms of Reference and you will be billed the Subscription Fee applicable for the provision of the Software and Hosting Services. You will not be billed for the Software and Hosting Services until the Completion Date. It is important to understand that you will be billed for the Software and Hosting Services from the Completion Date, which may be earlier than your 'go-live' or 'website launch' date. We will aim to provide you with consistent and reliable Software and Hosting Services. We use professional data centres and hosting facilities but we are dependent on services provided by our suppliers (including, but not limited to, our Carriers) and cannot guarantee there will be no interruptions to our Software and Hosting Services. When access to your Website or the Software and Hosting Services is disrupted, we will use our reasonable endeavours to reinstate the Software and Hosting Services as soon as possible. We employ a variety of monitoring systems to detect major interruptions to service. If a major interruption is detected by our monitoring systems our network engineers are immediately notified so that they can take appropriate action. We will deliver the Software and Hosting Services to you in whatever way we deem to be most appropriate. We can at our sole discretion (and at any time) choose to change Carriers or any other suppliers. Subject to any limitations in the Terms of Reference, you may choose to change the Software and Hosting Services by requesting the change in writing and we will action your request as soon as we are reasonably able to. Any change to the Subscription Fee for the Software and Hosting Services will take effect on the day we notify you that the changed Software and Hosting Services are available for your use. The Software and Hosting Services you have selected may include support from our support team through various mediums including phone, email, live chat, discussion forums and so on. If included in the Software and Hosting Services you have selected, you will not be charged for support. There is, however, a reasonable use limit of 240 minutes of support per month per customer set on all our Software and Hosting Services. If you exceed these limits then additional Charges for support may apply on a case by case basis. If this is the case, we will advise you before providing the support which will incur additional Charges. Our support does not cover problems in your computer, communication equipment, your software (except for software (if any) provided by us), your phone line, your internet connection or any other part of the internet not controlled by us. We reserve the right to remove or change any Software and Hosting Services we may have offered from time to time and either replace them with new Services or move you on to the most similar or suitable Software and Hosting Service then on offer to our customers. If we do remove or change a Software and Hosting Service that affects you, we will give you as much notice as is practically possible but, in any case, not less than 30 days' notice. Additional Services You agree that the provision of any Additional Services will also be subject to these terms. Services i. We may provide you with the following Services: ii. Website Design, Consulting and Marketing Services a. We shall agree with you upon a Terms of Reference detailing proposed Website Design, Consulting and Marketing Services. b. You agree to make information and resources available to us in a timely manner so that we can also fulfil our obligations to you under the Terms of Reference in a timely manner. c. We will use our reasonable endeavours to deliver the Website Design, Consulting and Marketing Services to you in accordance with the Terms of Reference. d. The Terms of Reference is based upon information that you provide to us. Therefore, you must make sure that you fully brief us on all matters. If you do not, the cost of the Terms of Reference may change (see clause 3.i). e. When the Terms of Reference is agreed and signed by you it shall be deemed to be a complete statement of all of your requirements. iii. Hosting Services a. We will provide the Hosting Services you have selected in the Terms of Reference to you from the Completion Date. It is important to understand that we are providing you the Hosting Services from the Completion Date not the ‘go-live’ or ‘website launch’ date and so unless some other arrangement has been made you will be billed in accordance with the Terms of Reference from this point forward. b. We will aim to provide you with consistent and reliable Hosting Services. We use professional hosting facilities but we are dependent on services provided by our Carriers and cannot guarantee there will be no interruptions to our Hosting Services. When access to your Website is disrupted, we will use our reasonable endeavours to reinstate the Hosting Services as soon as possible. We employ a variety of monitoring systems to detect major interruptions to service. If a major interruption is detected by our monitoring systems our network engineers are immediately notified 24 hours a day, 7 days a week, 365 days of the year. c. We will deliver the Hosting Services to you in whatever way we deem to be most appropriate. We can at our sole discretion (and at any time) choose or change Carriers and/or any other suppliers. d. Subject to any limitations in the Terms of Reference, you may choose to change the Hosting Services by requesting the change in writing and we will action your request as soon as we are reasonably able to. Any change to the Charges for the Hosting Services will take effect on the day we notify you that the changed Hosting Services are available for your use. If you change your Hosting Services it is up to you to check what, if any, special terms and conditions may apply to the new Hosting Services or if there is any fee for changing the Hosting Services. You may contact Customer Services or visit our website to obtain information about the different Hosting Services. e. The Hosting Services you have selected may include: i. a credit card transaction entitlement. If so, the included credit card transaction entitlement and any other entitlement in any particular Hosting Service: a. may not be carried over from month to month; b. cannot be redeemed for cash, used to pay for other Charges, transferred or assigned; c. expires on termination and any unused included transactions will be forfeited; and d. is subject to any other terms and conditions for that particular Service including the terms and conditions (if any) imposed by a third party provider. ii. Phone and email support for the set-up, configuration and loading of your Website and other Services you might have with us. Such phone and email support is also provided to help assist and advise you in ways that you may be able to improve the results that you are achieving with our Services. If included in the Hosting Services you have selected, you will not be charged for phone or email support. There is however, a reasonable use limit of 20 minutes of phone and email support per month per customer set on all our Services. If you exceed these limits then additional Charges for phone and email support may apply. If this is case, we will advise you before providing the phone and email support which will incur additional Charges. Our phone and email support does not cover problems in your computer, communication equipment, your software (except for software (if any) provided by us), your phone line, your internet connection or any other part of the internet not controlled by us. f. We reserve the right to remove or change any Hosting Services we may have offered from time to time and either replace them with new Services or move you on to the most similar or suitable Hosting Service then on offer to our customers. If we do remove or change a Hosting Service that affects you, we will give you as much notice as is practically possible but, in any case, not less than 30 days notice. iv. Additional Services The provision of, and the cost for (if applicable), any Additional Services shall be as agreed by us in any Change Specification or Terms of Reference agreed between us in relation to those Additional Services, and any such Additional Services will also be subject to these Terms as amended by us from time to time. The price Is the price you state fixed or can it be varied (for instance, because of changes in the cost of inputs to the goods or services supplied)? Does the price include or exclude GST and any other taxes or duties? Is the price a firm quote or only an estimate? Pricing Structures and Payment Terms Pricing Structures We have the following pricing structures: Fixed Price: Where a fixed price is given, the service, package or product will be charged based on a fixed predetermined amount as detailed in the Terms of Reference (“Fixed Price”). Time and Materials: Where an Estimated Budget is given in the Terms of Reference, the Estimated Budget is just an estimate and is dependent on the resources utilised and the time expended by us. You will be charged for all the actual hours of work performed at our hourly rate, any direct expenses incurred, and the cost of any materials and any special equipment that may be required for the project (“Time and Materials”). Payment of the price whether Fixed Price or Time and Materials may be on Standard Payment Terms or On Account Payment Terms. Payment Terms Standard Payment Terms: You agree to pay the Charges for: Consulting, Administration and Implementation Services as specified and in the manner provided in the relevant Terms of Reference; and all Software and Hosting Services monthly in arrears from the Completion Date. On Account Payment Terms: If you have applied to, and we have agreed that you may, pay the Charges for Services on a monthly basis, we will invoice you for the Charges monthly in advance as specified in the Terms of Reference. You agree: to pay the deposit specified in the Terms of Reference on receiving our written acceptance of your order as set out in the Terms of Reference; to pay each month in advance for at least the Minimum Term, the monthly payment specified in the Terms of Reference, with the first such monthly payment being payable commencing 30 days after the payment of the deposit; to pay the Charges by credit card or direct debit unless otherwise agreed in writing; to pay the Early Termination Fee if the relevant Terms of Reference are terminated before the end of the Minimum Term: by you other than as permitted in clause 13; or by us in accordance with clause 13. the Early Termination Fee is a genuine estimate of the actual loss suffered by us in the event that the relevant Terms of Reference is terminated before the end of the Minimum Term; if you terminate the relevant Terms of Reference before the end of the Minimum Term, but wish to continue to subscribe for the Software and Hosting Services, to pay the Software and Hosting Services monthly in arrears from the relevant date of termination. Rebate Purchase Arrangements This clause applies only where you have purchased from us a specific and sizable volume of Services under a Terms of Reference and we determine that such purchase may generate economic or logistical savings or advantages for the both of us by reason of the efficiencies arising from, or relating to, undertaking an assured volume of work from you. In recognition of those benefits and your contribution as such, we may, in our sole discretion, elect to enter into a rebate purchase arrangement with you whereby you pay a Special Price or a Special Hourly Rate for some or all of the Services that you have agreed to purchase under that Terms of Reference (“Rebate Purchase Arrangement”). We stress that when we enter into a Rebate Purchase Arrangement it is on the strict understanding and condition that the Rebate Purchase Arrangement applies only to the Services purchased under that Terms of Reference and no other, and that we will be entitled to cancel the Rebate Purchase Arrangement immediately if: for any reason whatsoever, you reduce (by volume or by dollar amount) your purchase of the Services under that or any other Terms of Reference; or you fail to pay promptly on the due date (time being of the essence) any instalment payable under that or any other Terms of Reference; or that or any other Terms of Reference is terminated in accordance with clause 13. If we cancel the Rebate Purchase Arrangement in accordance with clause 9(iii)(a), then: you will not be entitled to have the benefit of the Special Price or the Special Rate; you agree to compensate us (without any deduction or set-off): in an amount equal to the total Rebate received by you for the Services which have been rendered up to the date of cancellation; any costs incurred by us to mitigate our losses as a result of your failure to fulfill your commitment to purchase a specific quantity of our Services; and any other losses (including, but not limited to, overheads and loss of revenue) arising from planning, procuring, allocating and reserving our time and resources for the purpose of providing the Services; any further Services provided by us after the date of cancellation will be charged to you at our standard list price or our standard hourly rate (as the case may be); if applicable, we may exercise our rights under clause 9(vi). All Charges are in New Zealand dollars and are exclusive of all taxes and duties. Unless otherwise specified above, you agree to pay all invoices within 14 days of the invoice date. You shall not be entitled to set off against, or deduct from the Charges, any sums owed or claimed to be owed to you by us nor to withhold payment of any invoice because part of that invoice is in dispute. If you do not pay the Charges on time we may, at our option do any or all of the following: suspend or restrict your use of the Services; terminate the relevant Terms of Reference in accordance with clause 13; refer your account to our debt collection agency; charge you all collection costs incurred by us, and you agree to indemnify us from and against all costs and disbursements incurred by us in recovering the unpaid Charges (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, our collection agency costs, and bank dishonour fees); charge you default interest from the date when payment became due, until the actual date of payment of all amounts owing (including default interest), at a rate of two percent (2%) per calendar month (which shall at our sole discretion compound monthly at such a rate) after as well as before any judgment; set-off any amounts due from you against any moneys due from us or held in our account to your credit. and, for the avoidance of doubt, if we have agreed to allow you to pay the Charges by instalments and you defaulted on the payment of an instalment when due, time being of the essence, then, the whole of the Charges then outstanding and remaining unpaid shall become immediately due and payable, without any demand or other formalities of any kind on our part, and we may exercise any and all of our rights as set out in (a) to (f) above. 2. Project Changes The scope of a website or IT project and the priorities associated with the different aspects of the project will often continue to evolve as the project progresses, problems are encountered and refinements are identified (“Project Variation”). This occurs due to a number of factors including (but not limited to) a refinement in your or our understanding of your expectations, a change in your objectives, an unforeseen circumstance, or an extension or a reduction in the scope of the project. This is a natural and expected occurrence in any website or IT project and is not due to the fault of any particular person. Our team will therefore work in a flexible and collaborative manner with you during the course of the project so that you can participate and provide your feedback and make necessary decisions to progress the project, including making any modifications or adjustments. If this happens, it may be necessary to vary the Terms of Reference or the Estimated Budget. 3. Project Changes i. Sometimes projects require changes which weren’t expected at the outset or you may request changes to the Services. This can involve less or more cost to you. If this happens, we will both try and agree upon a written variation (including, if necessary, a price variation) to the Services (“Change Specification”). Any Change Specification will become part of the Terms of Reference for that project. If we cannot agree on a variation (including the price of the variation), the Services will continue in accordance with the original Terms of Reference. Acceptance of quote If a quote is given, how long is the quote open for acceptance? 8. Acceptance of terms 8.1 The action of the sending and receipt of this agreement or a pdf quote file referencing this agreement via electronic method will hold both parties in acceptance of these terms. Designer as sender and Client as recipient will acknowledge acceptance of these terms either through an e-mail noting acceptance or acceptance is acknowledged at the beginning of any work on said project. Electronic signatures shall be considered legal and binding. 2. Acceptance 2.1, by these terms and conditions if the Client places an order for, or accepts Services provided by IZ. 2.2 These terms and conditions may only be amended with IZ’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and IZ. 2.3 None of IZ’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the manager of IZ in writing nor is IZ bound by any such unauthorised statements. 2.4 Once accepted by the Client, IZ’s written estimate shall be deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, IZ shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions. 2.5 This agreement constitutes the entire agreement between IZ and the Client, and the Client hereby acknowledges that no reliance is placed on any representation made by IZ, but not embodied in this agreement. Payment Is the price payable "cash on delivery", or will you give credit? What is the interest rate and other terms on which you are giving any credit? Will interest accrue on the unpaid debt if payment is not made by the due date? Will the debtor be liable for your legal costs for pursuing the debt? Is a guarantee required if you are giving credit? This may be necessary when you are dealing with a company rather than an individual. 3. Payment 3.1 The client must pay within 10 days of being invoiced unless a pre-arranged account has been confirmed. 3.2 A $50 service charge is payable on all overdue balances for reissuing each invoice at 30, 45, and 60 days from the date of original invoice. Accounts which remain outstanding for 30 days after the date of invoice will incur an additional late payment fee equivalent to 5% of the project costs for each week payment is outstanding. If you are having difficulty paying your invoice, please get in touch as soon as you are aware of the issue, so we can discuss a solution that works for your company. The grant of any license or right of copyright is conditioned on receipt of full payment. 3.3 The client is not permitted to make any deductions from the final amount for any reason, any deductions will be at the discretion of ZeroSeven. 3.4 Domain names and web space must have been purchased either by the client or ZeroSeven before any web based work is carried out. Where this is purchased by ZeroSeven this must be paid for before work commencing. 3.5 In the case of print based work, if you wish to carry out the printing through ZeroSeven, payment must be taken in full before the printing commences. 3.6 Publication and/or release of work performed on behalf of the client by ZeroSeven may not take place before cleared funds have been received. 8. Payment i. Standard Payment Terms: You agree to pay the Charges for: a. Website Design, Consulting and Marketing Services as specified and in the manner provided in the relevant Terms of Reference; and b. all Hosting Services monthly in advance from the Completion Date. ii. On Account Payment Terms: If you have applied to, and we have agreed that you may, pay the Charges for Services On Account, we will invoice you for the Charges monthly in advance as specified in the Terms of Reference. You agree: a. to pay the deposit specified in the Terms of Reference on receiving our written acceptance of your order as set out on the Order Form; b. to pay each month in advance for at least the Minimum Term, the monthly payment specified in the Terms of Reference, with the first such monthly payment being payable on the Completion Date; c. to pay the Charges by credit card or direct debit unless otherwise agreed in writing; d. to pay the Early Termination Fee if the relevant Terms of Reference are terminated before the end of the Minimum Term: i. by you other than as permitted in clause 12; or ii. by us in accordance with clause 12. e. the Early Termination Fee is a genuine estimate of the actual loss suffered by us in the event that the relevant Terms of Reference is terminated before the end of the Minimum Term. iii. All Charges are in New Zealand dollars and are exclusive of all taxes and duties. iv. Unless otherwise specified above, you agree to pay all invoices within 14 days of the invoice date. You shall not be entitled to set off against, or deduct from the Charges, any sums owed or claimed to be owed to you by us nor to withhold payment of any invoice because part of that invoice is in dispute. v. If you do not pay the Charges on time we may, at our option do any or all of the following: a. suspend or restrict your use of the Services; b. terminate the relevant Terms of Reference in accordance with clause 12; c. refer your account to our debt collection agency; d. charge you all collection costs incurred by us, and you agree to indemnify us from and against all costs and disbursements incurred by us in recovering the unpaid charges (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, our collection agency costs, and bank dishonour fees); e. charge you default interest from the date when payment became due, until the actual date of payment of all amounts owing (including default interest), at a rate of two percent (2%) per calendar month (which shall at our sole discretion compound monthly at such a rate) after as well as before any judgement. Delivery Where and when will the goods be delivered? How will delivery be made? Who pays for delivery costs? Testing & Bug Fixing Initial Testing & Bug Fixing Testing and bug fixing is an integral and vital part of any Customisation. The existence of bugs is a natural and normal occurrence within any website or software development process, and is not due to deficiencies or inefficiency in our systems or processes. It is not cost-effective to develop software without any bugs, or to detect and fix all bugs as part of the initial testing and bugfixing process. Some bugs will surface and be fixed during the initial testing and bug fixing process. Depending on the level of refinement that you may require and the amount of cost that you are prepared to incur, we recommend that you only fix those bugs that will critically impact on the performance of the Customisation and are cost-effective to fix. We normally recommend as a rule of thumb to reserve 20% of the Estimated Budget for initial testing and bug fixing. However, the amount reserved may not be adequate due to a number of reasons, for example, if, as a result of changes made to the project, as described in clause 3 above. In that case, the Estimated Budget will be varied accordingly. Ongoing Bug Fixing Bugs may also continue to surface from time to time in any Customisation due to various reasons such as changes to web browsers, devices or third party APIs (Application Programming Interfaces) which may interfere with the effective functioning of a Customisation, or the way you use a Customisation may expose weaknesses that weren’t previously apparent, and other Customisations to the Website may conflict with existing ones. In all cases you will need to pay to fix these bugs if you deem it to be cost-effective and necessary to do so. Risk and insurance At what time does risk in the goods pass to the buyer? If you, the seller, are to install the goods, who will bear the risk of damage while the goods are being installed? Is insurance required, and who will pay for it? Reservation of title Does ownership of the goods pass to the buyer when the goods are delivered, or do you, the seller, retain ownership until you've received full payment? (A clause stating that the seller retains ownership until full payment is called a "reservation of title" clause, or a "Romalpa" clause: See How to be aware of your rights under a "Romalpa" clause ("reservation of title" clause). The CONSUMER GUARANTEES ACT 1993 requires that, for a "reservation of title" clause to be enforceable, it must be explained fully to the consumer (a sign may be sufficient in some cases), the consumer must acknowledge this in writing, and the consumer must be given a copy of the agreement. You should state whether you have rights to enter the buyer's premises and repossess the goods if you don't receive full payment. You should also state that, when the goods have been mixed or sold, these rights will still apply if the proceeds can be traced. Installation If you are to install the goods, what are the obligations on the buyer to provide suitable premises, necessary services and amenities, and so on? Seller's liability for products Is your liability for defective products to be excluded or limited? If you are supplying goods or services to consumers, you cannot contract out of the guarantees and remedies implied by the CONSUMER GUARANTEES ACT 1993 (see How to exercise your rights under the Consumer Guarantees Act). However, if the goods or services are acquired for a business it is open for both parties to agree in writing that the Act does not apply and that liability be limited to, say, the contract price. 6. Liability 6.1 ZeroSeven shall not be held liable for failing to perform to the contract for any reason that is not solely the fault of ZeroSeven. 6.2 ZeroSeven shall not be held liable in any case for any damages, loss of anticipated profits, loss of revenue, contracts or any other inconsequential damages that arise from any cause associated with ZeroSeven or the property of ZeroSeven, this includes design work. 6.3 All property supplied to ZeroSeven by the client or on behalf of the client shall remain at the clients risk, unless otherwise agreed in writing, this includes; print delivery, data and equipment. The client should insure accordingly. 6.4 ZeroSeven shall not be held liable for any leak of information or confidential material provided by the client, this includes, a leak or malpractice of any kind by a third party that ZeroSeven has outsourced work to, domain loss due to hacking or as a result of hacking by a third party, password leaking due to theft or any circumstance that is not solely the fault of ZeroSeven 6.5 With all printing there may be some colour variations from what you have seen on screen, to what the final product looks like, and previous orders. This is due to the nature of CMYK printing and bulk-run printing system. There will be no reprints at the expense of ZeroSeven 6.6 Approval of final artwork – while ZeroSeven takes all care to avoid errors, ZeroSeven accepts no responsibility for typographical errors, spelling mistakes, or incorrect information on any project committed to print or production. The Client bears responsibility to proof read and approve all final copy before the production of artwork. The email verification of The Client’s Representative shall be conclusive as to the approval of all artwork prior to their release for printing, implementation or installation. No refunds or reprints are given after a final approved design has gone to print due oversights by The Client’s proof reading. 6.7 It is agreed that the ZeroSeven is not responsible or held liable for any errors contained in the final product after the final product has been approved by the client, (approval may be given either verbally or in writing), committed to print or posted in view of the public. ZeroSeven will not be held responsible for any changes or amendment made after approval. It is the sole responsibility of the client to notify ZeroSeven of any such errors during the revision cycle and before the final files have been generated. 7. Liability i. We will not be liable to you, or any third party, for any: a. loss or damage to information or data from any cause, b. breach of security; c. loss of profit; or d. incidental, indirect, special or consequential loss or damage. ii. In any event, the maximum aggregate liability of NewMark to you arising out of any claim for loss and/or damages (for any cause whatsoever) will under no circumstances exceed an amount equal to the total charges paid by you under the relevant Terms of Reference in the 12 month period immediately preceding the event giving rise to liability. iii. The limitations and exclusions of liability in this clause 7 shall apply however liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise. iv. Sometimes we will not be able to fulfil our responsibilities through no fault of our own. Therefore, we are not responsible for any failure or delay to perform our obligations due to events beyond our reasonable control or failure by you to perform any of your responsibilities under this Agreement. v. You agree that we should not be exposed to your business and operational risks and so you agree: a. that we will not be liable for the results you achieve from your use of the Services, including any loss of profits, costs or damages related to products or services that you sell, or are unable to sell; and b. to indemnify us against any third party claims, damages, liabilities, costs and expenses arising out of the conduct of your business, including your use of the Services and the Website. Liability We will not be liable to you, or any third party, in any way whatsoever for any: loss or damage to information or data from any cause; or breach of security; or loss of profit; or incidental, indirect, special or consequential loss or damage. In any event, our maximum aggregate liability to you arising out of any claim for loss and/or damages (for any cause whatsoever) will under no circumstances exceed an amount equal to the total Charges paid by you under the relevant Terms of Reference in the 12 month period immediately preceding the event giving rise to liability. The limitations and exclusions of liability in this clause 8 shall apply however liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise. Sometimes we will not be able to fulfill our responsibilities for whatever reason. If such a situation should arise, then clause 8(i) (ii) and (iii) will apply. You agree that we should not be exposed to your business and operational risks and so you agree: that we will not be liable for the results you achieve (or not achieve) from your use of the Services, including any loss of profits, costs or damages related to products or services that you sell, or are unable to sell; and to indemnify us against any claims, damages, liabilities, costs and expenses whatsoever and howsoever arising out of the conduct of your business, including your use of the Services and the Website. If you are not satisfied with the Services, your sole and exclusive remedy is to terminate the Terms of Reference in accordance with Clause 13. Liability We will not be liable to you, or any third party, in any way whatsoever for any: loss or damage to information or data from any cause; or breach of security; or loss of profit; or incidental, indirect, special or consequential loss or damage. In any event, our maximum aggregate liability to you arising out of any claim for loss and/or damages (for any cause whatsoever) will under no circumstances exceed an amount equal to the total Charges paid by you under the relevant Terms of Reference in the 12 month period immediately preceding the event giving rise to liability. The limitations and exclusions of liability in this clause 8 shall apply however liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise. Sometimes we will not be able to fulfill our responsibilities for whatever reason. If such a situation should arise, then clause 8(i) (ii) and (iii) will apply. You agree that we should not be exposed to your business and operational risks and so you agree: that we will not be liable for the results you achieve (or not achieve) from your use of the Services, including any loss of profits, costs or damages related to products or services that you sell, or are unable to sell; and to indemnify us against any claims, damages, liabilities, costs and expenses whatsoever and howsoever arising out of the conduct of your business, including your use of the Services and the Website. If you are not satisfied with the Services, your sole and exclusive remedy is to terminate the Terms of Reference in accordance with Clause 13 Delay by the seller Are you liable for any delay in delivering or installing goods, or in supplying services? 8. Copyright Unless negotiated and agreed in writing, the copyright of general artwork, commissioned artwork and illustrations and anything else whatsoever prepared, developed or created by the Vendor shall vest in and belong to the Vendor. The Vendor may use any artwork or printing produced by itself for the purposes of promoting itself and/or printing.com. The customer shall be responsible for obtaining all necessary authorities and consents to reproduce pictures, artwork, photographs, copyright text and/or any other reproducible materials (€œMaterials€) before instructing the Vendor to reproduce the same. The customer shall indemnify and hold the Vendor and its agents and representatives harmless against all claims, demands, actions, costs, expenses (including but not limited to legal costs and disbursements), losses and damages arising from or suffered or incurred by reason of any claim (including but not limited to the defence of such claim) that the reproduction of the Materials by the Vendor infringes the intellectual property or other rights of any third party or misuses the confidential information of a third party. All design, text, illustrations, graphics, photographs, diagrams, drawings, logos and the selection and arrangement thereof, and all source code and all other material content of any Website owned, controlled or operated by printing.com and printing.com Buying Guide and printing.com Marketing Collateral are the intellectual property of printing.com or its content providers and as between printing.com and the customer all intellectual property rights (including all copyright) arising out of or connected with such content shall belong to printing.com. No reproduction of any part is allowed without written permission. You acknowledge that the software provided as part of the services, some content and images may have been released under GNU GENERAL PUBLIC LICENSE Version 2, June 1991, and/or Creative Commons Licenses. Third-party Materials The contents of lippincott.com may from time to time include imagery and other materials not proprietary to Lippincott, such as photography, art, video, music, audio elements, or the names, trademarks, or logos of third parties (including present and past clients of Lippincott or its featured personnel). These third party materials may include information or other elements published in the media or other venues, and may include the name or trademark of the medium or venue in which these materials were published. Any use whatsoever of such third-party materials is strictly prohibited unless the prior written permission of the appropriate third parties has been secured. third party their respective owners. Third-party Materials You acknowledge that the software provided as part of the services,imagery and other materials not proprietary to IZ, such as photography, art, video, music, audio elements, or the names, trademarks, or logos of third parties. may include GNU GENERAL PUBLIC LICENSE Version 3, June 1991, and/or Creative Commons released under …. third party their respective owners. Unless otherwise specifically requested in writing any work may; carry the attrubution to the author which will be positioned at the IZ’€™s discretion .IZ …. something to avoid liability for any breach of copyright Any use whatsoever of such third-party materials is strictly prohibited unless the prior written permission of the appropriate third parties has been secured. LIMITS ON USE OF SERVICES BY CUSTOMER 19. You will not use any service provided by WebShot for any unlawful purpose. This includes, but is not limited to: sending spam; storing or transmitting any obscene / indecent material, copyrighted material, material protected by trade secret or other statute, defamatory speech or any harmful files. 19.1 You agree to indemnify and hold harmless WebShot from any claims resulting from your use of the service that damages your service or any other party’s service resulting from your illegal use. 19.2 You must comply with all relevant laws relating to your use of the goods and services. 20. You acknowledge that the software provided as part of the services, some content and images may have been released under GNU GENERAL PUBLIC LICENSE Version 2, June 1991, and/or Creative Commons Licenses. 4. Copyright 4.1 The Designer agrees to the perpetual license of the right to display and transmit Work to Client, excluding the right to authorship credit, modification, and resell, which is retained by Designer. Designer agrees that Work is produced with the intent it be unique and will not seek to resell or publish Work, except as noted below. 4.2 Work includes only the final, deliverable art, and not any preliminary Work or sketches. 4.3 The client is liable for any copyright breaches on any content provided by the client to ZeroSeven 4.4 All content that is creation of ZeroSeven is property of ZeroSeven, subsequently ZeroSeven retains the right to publish such design as its own. 4.5 Any design work that is subsequently used after termination of the contract is a breach of copyright, for which the client will be held liable. 4.6 The Client is not permitted to resell or make profit from selling design work created by ZeroSeven (If you wish to resell work, please ask for a ‘Resellers Contract’. Please note, this will effect the quote.) 4.7 ZeroSeven retains no rights to any concepts or content provided by the client, subsequently ZeroSeven does not retain the right to re-create, resell or distribute any business concepts, text content or images provided by the client. 4.8 Designer may use Work in Designer’s portfolio (including, but not limited to, any website that displays Designer’s Works). Client does not have to display Designer’s name together with Work, unless being described with any editorial usage, but Client may not seek to mislead others that Work was created by anyone other than Designer. ANNUAL LICENCE 6. WebShot grants you a non-exclusive, non-transferable, limited use licence to use the services upon the terms set out in the WebShot Forms and these Terms of Trade. 7. Upon payment of a renewal fee specified by WebShot at the time an annual renewal is due, the services will be renewed for a further year. 8. All online sites (including the website design, content and images) provided as part of the services remain the property of WebShot. 8.1 You authorise WebShot to register your selected domain name. You certify that you have the legal right to use this domain name and will be solely responsible for any legal proceedings or fees if the domain registered contains any trademarked or copyrighted term, and you indemnify WebShot accordingly. 8.2 The base code package used to display and run any website (if provided by WebShot as part of the services) remains the sole ownership of WebShot and you may only use the software to the extent granted in the WebShot Forms. 8.3 To further protect ownership by WebShot, your licence to use the goods and services is subject to you granting a security interest in favour of WebShot in the goods and services as mentioned below (see PPSR Security clauses). 9. Your continued use of any service is on a pay as you go licence arrangement as further specified in the WebShot Forms. 10. Although it is intended that your licence is an annual licence, due to the fact that the internet is a rapidly evolving environment, WebShot reserves the right to permanently discontinue the services at any time, without notice, at the sole discretion of WebShot. Subject to the WebShot Forms and subject to any material breach of this agreement by you, in the event of early termination by WebShot, you will be refunded for any unused portion of your licence fee you have pre-paid. 11. Any images supplied by WebShot in the design of your website may be protected under International Copyright law and you must not be onsell, reuse, reproduce without the written permission of WebShot. 12. At WebShot’s sole discretion payments may be made monthly. If payments are made monthly a minimum 12 month auto renewing contract term applies. 13. All annual and monthly contracts auto renew for a full 12 month period on the signup date each year unless WebShot receives a cancellation notice via email before the end of the current year. 14. If a cancellation notice is received from you, WebShot reserves the right to immediately suspend all services rendered. 15. If you are participating in any trial period offer, you must notify WebShot in writing that you wish to cancel. This must be received within 7 days of the end of the trial period to avoid incurring new charges. If a cancellation notice is not received the service supplied will automatically revert to an annual licence and you authorise WebShot to charge you for the Service. 7.1 Upon agreement of design specifications of the Design Product, and upon receipt of any Client Materials and any fees payable as set out in the Agreement, we will commence work to develop the 7.2 You will have 10 business days, or such other time as we and you agree in writing, from the date of notification of completion of the Design Concept from us to review and request in writing from us revisions to the Design Concept. We will use commercially reasonable efforts to implement such revision request that are within the scope of, and consistent with, the Design Specifications. 7.3 If you wish to depart in any material respect from the design specifications, the parties will, in good faith, agree to additional fees to cover those revisions. 7.4 If you have not made any requests for revisions by the end of 10 business days from the date of written notice of completion of the Design Concept from us, or upon completion of implementation of such request which were mutually agreed upon by you and us under the revised Design Specifications under clause 7.3, then the Design Concept shall be deemed to be accepted by you. 8. DESIGN PRODUCT — 8.1 You will provide us with any Client Materials required by the Design Specifications in an electronic file format specified and accessible by us or as otherwise specified in the Design Specifications. Any services required to convert or input Client Materials not set forth in the Design Specifications shall be charged as Additional Services. 8.2 Upon acceptance of the Design Concept under clause 7, and provision of any required Client Materials, we will commence work to develop the Design Product. We will notify you of the URL (Uniform Resource Locator) or other address of any Design Product comprising a web site. We may use combinations of technology, as we, in consultation with you, deem appropriate to develop any Design Product comprising a web site. 8.3 You will have 10 business days, or such other time as we and you agree in writing, from the date of notification of completion of the Design Product from us to review and request in writing from us revisions to the Design Product. We will use commercially reasonable efforts to implement such revision request that are within the scope of, and consistent with, the Design Specifications. 8.4 If you wish to implement any revisions to the Design Product that depart in any material respect from the design specifications, the parties will, in good faith, agree to additional fees to cover those revisions. 8.5 If you have not made any requests for revisions by the end of 10 business days from the date of written notice of completion of the Design Product from us, or by such time as otherwise agreed by you and us in writing, or upon completion of implementation of such request which were mutually agreed upon by you and us under the revised Design Specifications under clause 8.4, then the Design Product shall be deemed to be accepted by you (“Acceptance”). 8.6 Upon Acceptance of the Design Product, we shall transfer any Design Product comprising a web site to the computer system owned and operated by you or your designated third party contractor. 2. Cancellation 2.1 The fee for Work is refundable pending only upon Designer’s breach of contract. In the event of cancellation of this assignment, ownership of all copyrights and the original artwork shall be retained by the Designer, and a cancellation fee for work completed, shall be paid by the Client. See also clause 5.4 2.2 If in any case the client wishes to terminate the contract before its completion the client must pay a ‘Kill Fee’ of: $300 to cover wasted time, plus a fee to cover the work carried out up to that point. 2.3 Print quotes are independent of design quotes, a design contract does not bind you to print. If you choose to print through ZeroSeven the payment for printing must be received in full before the printing commences. 2.4 If any significant changes need to be made to the contract after signing ZeroSeven is entitled to make any changes deemed fit to the quoted price. If an agreement cannot be arranged figure 1.1 still applies. 18. Cancellation and Termination 18.1 IZ may cancel these terms and conditions or cancel delivery of Services at any time before the Services are delivered by giving written notice.IZ shall not be liable for any loss or damage whatever arising from such cancellation. 18.2 At IZ’s sole discretion the Client may cancel delivery of the Services. In the event that the Client cancels delivery of the Services the Client shall be liable for any costs incurred by IZ up to the time of cancellation. 18.3 Should the Client, for any reason, cause the Services to be delayed for more than three (3) months after the acceptance date, this agreement will be terminated by IZ (at their sole discretion) and all Services completed, but not billed or paid, will be payable in full within fourteen (14) days from the date of the submitted invoice. 18.4 If the Client fails to comply with any of the provisions of this agreement and does not rectify such non-compliance within seven (7) days of IZ giving notice either in writing, via fax or email, then IZ may without prejudice to any other rights or remedies, and without being liable to the Client for any loss or damage that may result, give notice to the Client terminating their right to use the Web Site, Software and Services. Upon termination of the agreement, the Client shall lose all right to use the Web Site and products, and shall forthwith deliver the Goods to IZ and destroy all copies made. The Client shall certify in writing that the copies have been destroyed. 18.5 In the event the Services are terminated as per clauses 18.3, 18.4 or 8.3 (b), the Services can be re-instated under a new contract at the prevailing rates; however no credits or discounts will be granted, and reinstatement costs shall apply. Suspension of Services We may suspend the provision of the Services to you: if you do not meet all of your responsibilities under the Terms of Reference or these terms, provided we give you 7 days notice of such suspension. if a Carrier supplying services to us suspends or interrupts its service to us and that suspension or interruption affects our ability to provide the Services to you. in an emergency or whenever we, any Carrier, or any other appropriate person considers that it is necessary or reasonable to protect persons, systems or other property. We may, without any prior notice to you, remove material from or block access to your Website where we have received a notice of infringement under section 92C of the Copyright Act 1994 or any similar legislation in any other jurisdiction. You agree that we shall have no liability to you in respect of any loss (including loss of profit), cost or damage suffered or incurred by you as a result of such action. If there is a dispute between you and a third party regarding your Website or the contents of your Website, you acknowledge that it is your responsibility to resolve such dispute with the third party and you agree to indemnify us against all claims, proceedings or actions by such third party against us including costs (legal or otherwise) that we may incur in defending such claims, proceedings or actions on a full indemnity basis. Unless we otherwise agree, the Charges will continue to apply where we have suspended the Services or blocked access to your Website or otherwise removed any alleged infringing material pursuant to this clause. Termination Either of us may terminate a Terms of Reference (including the Software and Hosting Services) by providing written notice to the other party if the other party has either: been placed in receivership or liquidation, or entered into an arrangement or makes an assignment for the benefit of its creditors, or has become insolvent or bankrupt; or breached a term of the Terms of Reference, or these terms and failed to remedy such breach after being given written notice allowing at least 30 days to remedy the breach. This clause 13(ii) shall not apply to a Terms of Reference where you have agreed to a Minimum Term (in which case you may not terminate a Terms of Reference until that Minimum Term is completed), nor to the Software and Hosting Services that may be included in a Terms of Reference (as to which clause 13(iii) shall apply). Except as otherwise expressly provided in this clause 13(ii), you may terminate the Terms of Reference at any time. However, if you terminate the Terms of Reference you need to understand that with each project we have incurred a lot of upfront cost in both time and resources even before the Terms of Reference was finalised including (but not limited to) scoping your project, research and analysis of your needs, potential project challenges, appropriate solutions and recommendations. Further, once you have confirmed your project by agreeing to the Terms of Reference, we would have incurred and continue to incur further significant costs not only in the actual implementation of your project but also in planning the implementation of your project, which includes (but is not limited to) preparatory work such as scheduling and mobilising of appropriate human resources. Accordingly, if you terminate a Terms of Reference before the completion of your project, in addition to any amounts that you are liable to pay us under clause 13(vi), you agree that you will also indemnify us of the cost and losses that we have incurred including (but not limited to): any of the foregoing mentioned costs; and any loss (including revenue loss) arising from the commitment of our time and resources to your project to the exclusion of other projects; and the costs associated with sourcing and scheduling replacement work to mitigate our losses arising from your termination; and any costs incurred in recovering the foregoing mentioned costs and losses; provided that, with the exception of the foregoing provision in (d), your total liability shall not exceed the total cost (exclusive of GST) of your project as agreed in the Terms of Reference. You may terminate the Software and Hosting Services (whether these are included in a Terms of Reference or otherwise), at any time, by giving us one (1) month's written notice of termination. We may terminate the Terms of Reference (including the Software and Hosting Services) on the occurrence of any of the following events: if you have not paid any Charges within 14 days of the due date for payment, with the exception of any amounts that are the subject of a genuine dispute and which you have previously notified us in writing as being in dispute; or if in our reasonable opinion, you are using the Services for any unlawful, abusive or fraudulent purpose; or if you fail to comply with a legal requirement of any of our Carriers concerning your use of the Services; or if you commit a material breach of the Terms of Reference or these terms or any other agreement between us, when the breach is not reasonably capable of being remedied; or if you abuse, harass or threaten (including, but not limited to, threats of abuse or retribution or using any form of cyber-bullying) verbally or in writing any of our employees, contractors, agents or officers; or if you have failed to fulfill your obligations under clause 6(i)(a). We may terminate a Terms of Reference without cause by notice in writing to you at any time. If we exercise our rights under this clause we will promptly repay to you all of the Charges you have paid to us under that Terms of Reference up to the date of termination with the exception of Charges for the Software and Hosting Services and we shall be wholly discharged from any further obligations under the Terms of Reference or these terms. For the avoidance of doubt, in the event of termination pursuant to this clause 13(v): clause 13(vi) shall not apply; but clause 13(vii) shall continue to apply. Upon termination by you or by us (other than termination by us pursuant to clause 13(v)): any amounts owing by you to us under the Terms of Reference and these terms must be paid immediately (including, without limitation, any Charges for Software and Hosting Services or any applicable Early Termination Fee); and if we have agreed to allow you to pay the Charges by instalments then, the whole of the Charges then outstanding and remaining unpaid shall become immediately due and payable, without any demand or other formalities of any kind on our part; and in addition, in the event that you have failed to fulfil your obligations under clause 6(i)(a), you also agree to pay us any loss or expense suffered by us as a result of your delay or failure to respond, including, but not limited to: the costs and disbursements incurred by us for unsuccessfully following up with you, repeatedly, regarding our request(s); and the costs for rescheduling your project to later date(s); and any costs incurred by us to source and schedule replacement work in order to mitigate our losses as a result of you failing to fulfill your obligations under clause 6(i)(a); and any other losses arising from the commitment of our time and resources to your project to the exclusion of any other project, including, but not limited to, the loss of the revenue which, but for the cancellation, we would otherwise have received from your project; and subject to clause 13(vii) and without derogating from any of the foregoing provisions in (a) to (c) (inclusive) above, we will be regarded as wholly discharged from any further obligations or performance under the Terms of Reference or these terms with effect from and on the date of receipt of your written notice of termination. Termination or cancellation of a Terms of Reference shall not relieve either party from any right, liability, or claim that has accrued on or before the date of termination or cancellation. The provisions of clauses 6(v), 7, 8, 9(iii), 9(iv), 9(v), 9(vi), 10, 11, 13 and 14 of these terms will survive termination or cancellation of a Terms of Reference. Copyright Who is to own the copyright in any works that you produce in carrying out the contracted work? 14. Intellectual Property 14.1 The Client warrants that all designs or instructions to IZ will not cause IZ to infringe any patent, registered design or trademark in the execution of the Client’s order. 14.2 Where IZ has provided Software (and associated documentation) and/or for any of IZ’s source code, IZ retains ownership thereof, but grants the Client a non-exclusive and non-transferable licence for its use (solely in relation to the operation of the Client’s own business). The Client will use any third-party Software and/or source code supplied by IZ, and identified as such, strictly in terms of the licence (or any other conditions imposed by IZ) under which it is supplied. The Client further agrees that they shall not without IZ’s prior written consent: (a) copy the Software and/or source code; or (b) allow any third party to have access to the Software and/or source code; or (c) alter, modify, tamper with, or reverse engineer the Software and/or source code; or (d) combine the Software and/or source code with any other software and/or item, etc. 14.3 Subject to the Copyright Act 1994 and the conditions therein, the Client agrees that they shall not in any way sell, reproduce, adapt, distribute, transmit, publish, or create derivative works from, any part of the Software (if supplied by IZ) or Web Site without IZ’s prior consent in writing (including, but not limited to, underlying code elements, or any part of the Web. 14.4 The Client hereby authorises IZ to utilise images of the Web Site designed or created by IZ in advertising, marketing, or competition material by IZ. 6. Intellectual Property i. We need to be able to use our website interfaces, layouts and templates for more than one client. Therefore, except for any Intellectual Property in Your Materials and any Content Materials, Newmark and its suppliers own all Intellectual Property in the Website (including, the user and administration interfaces, measurement, administration and tracking tools) and all new Intellectual Property (if any) developed or created by us, our agents, employees and contractors in connection with the Services (collectively, “NewMark’s IP”). ii. We also understand that you are paying for the Website, and need to be able to use it. So, provided you meet your payment obligations for the Website Design, Consulting and Marketing Services you are granted a personal, non exclusive, non transferable license to use NewMark’s IP for the term of and in the manner anticipated in the Terms of Reference. We warrant that we have the right to grant you a licence to use the Services in the manner anticipated in the Terms of Reference. However, unless we have expressly agreed otherwise in writing, no license is given for you to use NewMark’s IP to develop any products or software that will be sold by you or anyone else. iii. Provided you meet your payment obligations for the Website Design, Consulting and Marketing Services, you are granted all Intellectual Property rights (including copyright) in the Content Materials provided as part of the Content Services. Intellectual Property We need to be able to use our code (including, but not limited to, any Customisation code), website interfaces, layouts and templates for more than one client. Therefore, except for any Intellectual Property in Your Materials and any Content Materials, we and our suppliers own all Intellectual Property in the Website (including, but not limited to, any code, the user and administration interfaces, measurement, administration and tracking tools) and all new Intellectual Property (if any) developed or created by us, our agents, employees and contractors in connection with the Services including, but not limited to, elements (in source and object code) which form part of the generic functionality of the Website or elements (in source and object code) which implement visual features or the layouts of the Website (including, but not limited to, the Content Materials) (collectively, “IZ Design's IP”). Provided you meet your payment obligations for the Consulting, Administration and Implementation Services you are granted a personal, non-exclusive, non-transferable license to use IZ Design's IP for the term of and in the manner anticipated in the Terms of Reference. We warrant that we have the right to grant you a licence to use the Services in the manner anticipated in the Terms of Reference. However, unless we have expressly agreed otherwise in writing, no license is given for you to use IZ Design's IP to develop any products or software that will be sold by you or anyone else. Provided you meet your payment obligations for the Consulting, Administration and Implementation Services, but subject to clause 7(iv) below, you are granted all Intellectual Property rights (including copyright) in the Content Materials provided as part of the Content Services except where the Content Materials are owned by third parties and licensed to us in which case we will endeavour to obtain the necessary sublicence or consent for you to use such Content Materials in the manner anticipated in the Terms of Reference. The Website may include open source computer software or components from open source software that is made available under a licence that complies with the Open Source Definition:http://opensource.org/osd ("Open Source Software"). We provide the Open Source Software to you on the terms set out in the licence for the relevant Open Source Software. We expressly disclaim any warranty or other assurance to you regarding the Open Source Software. “Intellectual Property” means all intellectual property as defined in article 2 of the Convention Establishing the World Intellectual Property Organisation of 1967 and, without limitation, includes any discovery, invention, novel or original designs (whether or not registrable as designs or patents), any trademarks or trade names or goodwill rights associated with such marks, applications for any of the foregoing, the copyright in any copyright works including, but not limited to, any software, drawings, plans, specifications, designs, know-how and trade secrets owned or used, secret process or improvement in procedure. Warranty Are you warranting to repair any defects in materials or quality of work? If so, for what period are you giving the warranty and what are the legal limitations on the obligations under the warranty? Get the buyer to fill out a Customer Credit Application. This will clarify who you are dealing with and their credit record. The details the buyer provides might indicate that it would be wise for you to carry out a credit check. Check the buyer's trade references. Require the buyer to provide some security. If your terms of trade are inadequate it can be very difficult to successfully pursue or prevent bad debt, and therefore you should obtain advice from a lawyer in drafting them. Your lawyer will also be able to advise you about the exact procedure you should follow in entering into contracts. This will ensure that you are in the best legal position to prevent and minimise bad debt. 4. Warranties i. We warrant that we will provide all our Services with the care and skill that can be expected from a competent E-Business advisor, developer and hosting service provider. ii. If we supply you with a Website, we also warrant that for 60 days from the Completion Date (“Warranty Period”) the Website will conform to the Terms of Reference. If this warranty is breached within the Warranty Period we will bring the Website into conformity with the Terms of Reference at our cost. Note that this warranty does not extend to any deviations caused by your negligence, misuse, or alterations or modification made by you or any third party that we have not permitted in writing. iii. Except as mentioned above, all conditions and warranties, express or implied, are excluded to the maximum allowed by law. In particular, we do not warrant that the Website (if any) will: a. be completely free of defect or error; or b. be completely secure; or c. work on all internet browsers, operating systems and screen resolutions. iv. Also, if we recommend that you use someone else’s products or services in conjunction with the Services, you agree that we will have no liability (however arising) in respect of such products or services or the provision of such products and services to you. For the avoidance of doubt, this includes the use of any automatic credit card transaction process facility or payment gateway. v. You agree that to the extent that the Services are purchased by you for the purpose of your business, the provisions of the Consumer Guarantees Act 1993 do not apply. Warranties We warrant that we will provide all our Services with the care and skill that can be expected from a competent e-business advisor, website designer and developer, professional services and software as a service (SaaS) provider. Subject to clause 5(iii) below, if we supply you with a Website, we also warrant that for 30 days from the Completion Date (“Warranty Period”) the Website will conform to the Terms of Reference. If this warranty is breached within the Warranty Period we will bring the Website into conformity with the Terms of Reference at our cost. Note that this warranty does not extend to any deviations caused by your negligence, misuse, or alterations or modification made by you or any third party that we have not permitted in writing. We do not warrant that the Website will: be completely free of defect or error (commonly referred to as ‘bugs’); or be completely secure; or work on all devices, screen resolutions, internet browsers and operating systems. Except as expressly stated in these terms, all conditions and warranties, express or implied, are excluded to the maximum allowed by law. Also, if we recommend that you use Tripledash's or a Third Party Provider's products or services in conjunction with the Services, you agree that we will have no liability (however arising) in respect of such products or services or the provision of such products and services to you. For the avoidance of doubt, this includes (for example) the use of any automatic credit card transaction process facility or payment gateway, accounting software, inventory management software, point of sale (POS) system, retail management system, customer relationship management (CRM) system, intranet, document management system or file storage system. Where you have purchased products or services to be provided by Tripledash (either now or in the future), their terms of use (available at http://www.tripledash.com/terms) shall apply to the provision of those products and services at all times. Where you have purchased products or services to be provided by ReachLocal New Zealand Limited or ReachLocal Australia Pty Limited (either now or in the future), their terms (available at https://www.reachlocal.com/nz/en/legal/terms-and-conditions/online-marketing-services-terms-and-conditions and https://www.reachlocal.com/au/en/legal/terms-and-conditions/online-marketing-services-terms-and-conditions) shall apply to the provision of those products and services at all times. Where you have purchased products or services to be provided by other Third Party Providers, the terms of those Third Party Providers shall apply to their products and services. It is also your responsibility to observe and comply with all relevant legislation and regulations including, but not limited to, any applicable taxation regulations and accounting principles when using any of our Services or a Third Party Provider's (including Tripledash's) products or services. In particular, and by way of examples only, when using any Third Party Provider's accounting software, inventory management software, point of sale (POS) system, or retail management system, it is your responsibility to seek the appropriate accounting, business or financial advice from your own accountant, business or financial adviser (as the case may be). It is also your sole responsibility to determine the suitability or fitness for any particular purpose of any of our Services or any Third Party Provider's (including Tripledash's) products or services. We do not provide any accounting or financial advice, and any recommendation by us to use any of Our Services or any Third Party Provider's (including Tripledash's) products or services should not be construed as the provision of accounting or financial advice by us. You agree that to the extent that the Services are purchased by you for the purpose of your business or undertaking, the provisions of the Consumer Guarantees Act 1993 and sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply.

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  • Sponsorship Terms and Conditions

    Requested 4 months ago

    NOTE: This is a sample contract. We are not lawyers and recommend you have your own legal counsel review any contracts before sending to your client. This Consulting Agreement, dated effective _____________, 201___ (this "Agreement"), is made and entered into by and among ___________________ [name of the company] (the "Company") and [name of consultant] (the "Consultant"). ARTICLE 1: Scope of Work 1.1 SERVICES The Company has engaged Consultant to provide services in connection with the Company's [summary of the project or business of the Company]. Consultant will [summary of the services Consultant is to provide], and such other services as described in Exhibit A (collectively, the "consulting services"). 1.2 TIME AND AVAILABILITY Consultant will devote _______ hours per month in performing the services for the Company as stated herein. Consultant shall have discretion in selecting the dates and times it performs such consulting services throughout the month giving due regard to the needs of the Company's business. If the Company deems it necessary for the Consultant to provide more than ________ hours in any month, Consultant is not obligated to undertake such work until the Consultant and Company have agreed on a rate of compensation. [The time devoted can be hours per day, per week, or per year. The Company may also elect to pay a flat monthly fee regardless of hours, but the Company should be cautious of this approach.] 1.3 CONFIDENTIALITY In order for Consultant to perform the consulting services, it may be necessary for the Company to provide Consultant with Confidential Information (as defined below) regarding the Company's business and products. The Company will rely heavily upon Consultant's inteGRITy and prudent judgment to use this information only in the best interests of the Company. 1.4 STANDARD OF CONDUCT In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company. In no event shall Consultant take any action or accept any assistance or engage in any activity that would result in any university, governmental body, research institute or other person, entity, or organization acquiring any rights of any nature in the results of work performed by or for the Company. 1.5 OUTSIDE SERVICES Consultant shall not use the service of any other person, entity, or organization in the performance of Consultant's duties without the prior written consent of an officer of the Company. Should the Company consent to the use by Consultant of the services of any other person, entity, or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity, or organization until such person, entity, or organization has executed an agreement to protect the confidentiality of the Company's Confidential Information (as defined in Article 5) and the Company's absolute and complete ownership of all right, title, and interest in the work performed under this Agreement. 1.6 REPORTS Consultant shall periodically provide the Company with written reports of his or her observations and conclusions regarding the consulting services. Upon the termination of this Agreement, Consultant shall, upon the request of Company, prepare a final report of Consultant's activities. ARTICLE 2: Independent Contractor 2.1 INDEPENDENT CONTRACTOR Consultant is an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with, the Company. The manner in which Consultant's services are rendered shall be within Consultant's sole control and discretion. Consultant is not authorized to speak for, represent, or obligate the Company in any manner without the prior express written authorization from an officer of the Company. 2.2 TAXES Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Consultant's employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Company on behalf of Consultant or his/her employees. Consultant understands that he/ she is responsible to pay, according to law, Consultant's taxes and Consultant shall, when requested by the Company, properly document to the Company that any and all federal and state taxes have been paid. 2.3 BENEFITS Consultant and Consultant's employees will not be eligible for, and shall not participate in, any employee pension, health, welfare, or other fringe benefit plan of the Company. No workers' compensation insurance shall be obtained by Company covering Consultant or Consultant's employees. ARTICLE 3: Compensation for Consulting Services 3.1 COMPENSATION The Company shall pay to Consultant $_________ per month for services rendered to the Company under this Agreement. The monthly compensation shall be paid on the first of the month following the month the services were provided. The monthly compensation shall be paid regardless of the number of consulting hours provided by Consultant in a particular month. [Another option is to pay hourly and require monthly time documentation. The monthly compensation would be reduced by the hourly rate for the number of hours less than the devoted hours.] 3.2 REIMBURSEMENT The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e., airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditures. Expenses incurred by Consultant will be reimbursed by the Company within 15 days of Consultant's proper written request for reimbursement. ARTICLE 4: Term and Termination 4.1 TERM This Agreement shall be effective as of _________, 201__, and shall continue in full force and effect for ____ consecutive months. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue. 4.2 TERMINATION The Company may terminate this Agreement for "Cause," after giving Consultant written notice of the reason. Cause means: (1) Consultant has breached the provisions of Article 5 or 7 of this Agreement in any respect, or materially breached any other provision of this Agreement and the breach continues for 30 days following receipt of a notice from the Company; (2) Consultant has committed fraud, misappropriation, or embezzlement in connection with the Company' s business; (3) Consultant has been convicted of a felony; or (4) Consultant's use of narcotics, liquor, or illicit drugs has a detrimental effect on the performance of his or her employment responsibilities, as determined by the Company. 4.3 RESPONSIBILITY UPON TERMINATION Any equipment provided by the Company to the Consultant in connection with or furtherance of Consultant's services under this Agreement, including, but not limited to, computers, laptops, and personal management tools, shall, immediately upon the termination of this Agreement, be returned to the Company. 4.4 SURVIVAL The provisions of Articles 5, 6, 7, and 8 of this Agreement shall survive the termination of this Agreement and remain in full force and effect thereafter. ARTICLE 5: Confidential Information 5.1 OBLIGATION OF CONFIDENTIALITY In performing consulting services under this Agreement, Consultant may be exposed to and will be required to use certain "Confidential Information" (as hereinafter defined) of the Company. Consultant agrees that Consultant will not and Consultant's employees, agents, or representatives will not use, directly or indirectly, such Confidential Information for the benefit of any person, entity, or organization other than the Company, or disclose such Confidential Information without the written authorization of the President of the Company, either during or after the term of this Agreement, for as long as such information retains the characteristics of Confidential Information. 5.2 DEFINITION "Confidential Information" means information not generally known and proprietary to the Company or to a third party for whom the Company is performing work, including, without limitation, information concerning any patents or trade secrets, confidential or secret designs, processes, formulae, source codes, plans, devices or material, research and development, proprietary software, analysis, techniques, materials, or designs (whether or not patented or patentable), directly or indirectly useful in any aspect of the business of the Company, any vendor names, customer and supplier lists, databases, management systems and sales and marketing plans of the Company, any confidential secret development or research work of the Company, or any other confidential information or proprietary aspects of the business of the Company. All information which Consultant acquires or becomes acquainted with during the period of this Agreement, whether developed by Consultant or by others, which Consultant has a reasonable basis to believe to be Confidential Information, or which is treated by the Company as being Confidential Information, shall be presumed to be Confidential Information. 5.3 PROPERTY OF THE COMPANY Consultant agrees that all plans, manuals, and specific materials developed by the Consultant on behalf of the Company in connection with services rendered under this Agreement, are and shall remain the exclusive property of the Company. Promptly upon the expiration or termination of this Agreement, or upon the request of the Company, Consultant shall return to the Company all documents and tangible items, including samples, provided to Consultant or created by Consultant for use in connection with services to be rendered hereunder, including, without limitation, all Confidential Information, together with all copies and abstracts thereof. ARTICLE 6: Rights and Data All drawings, models, designs, formulas, methods, documents, and tangible items prepared for and submitted to the Company by Consultant in connection with the services rendered under this Agreement shall belong exclusively to the Company and shall be deemed to be works made for hire (the "Deliverable Items"). To the extent that any of the Deliverable Items may not, by operation of law, be works made for hire, Consultant hereby assigns to the Company the ownership of copyright or mask work in the Deliverable Items, and the Company shall have the right to obtain and hold in its own name any trademark, copyright, or mask work registration, and any other registrations and similar protection which may be available in the Deliverable Items. Consultant agrees to give the Company or its designees all assistance reasonably required to perfect such rights. ARTICLE 7: Conflict of Interest and Non-Solicitation 7.1 CONFLICT OF INTEREST Consultant covenants and agrees not to consult or provide any services in any manner or capacity to a direct competitor of the Company during the duration of this Agreement unless express written authorization to do so is given by the Company's President. A direct competitor of the Company for purposes of this Agreement is defined as any individual, partnership, corporation, and/or other business entity that engages in the business of [define business - substantially similar to what is provided at Section 1.1] within _____ miles of the [facility, headquarters, etc.]. 7.2 NON-SOLICITATION Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time, consulting, advising, or any other basis, other than on behalf of the Company any employee or independent contractor employed by the Company while Consultant is performing services for the Company. ARTICLE 8: Right to Injunctive Relief Consultant acknowledges that the terms of Articles 5, 6, and 7 of this Agreement are reasonably necessary to protect the legitimate interests of the Company, are reasonable in scope and duration, and are not unduly restrictive. Consultant further acknowledges that a breach of any of the terms of Articles 5, 6, or 7 of this Agreement will render irreparable harm to the Company, and that a remedy at law for breach of the Agreement is inadequate, and that the Company shall therefore be entitled to seek any and all equitable relief, including, but not limited to, injunctive relief, and to any other remedy that may be available under any applicable law or agreement between the parties. Consultant acknowledges that an award of damages to the Company does not preclude a court from ordering injunctive relief. Both damages and injunctive relief shall be proper modes of relief and are not to be considered as alternative remedies. ARTICLE 9: General Provisions 9.1 CONSTRUCTION OF TERMS If any provision of this Agreement is held unenforceable by a court of competent jurisdiction, that provision shall be severed and shall not affect the validity or enforceability of the remaining provisions. 9.2 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the internal laws (and not the laws of conflicts) of the State of [governing law]. 9.3 COMPLETE AGREEMENT This Agreement constitutes the complete agreement and sets forth the entire understanding and agreement of the parties as to the subject matter of this Agreement and supersedes all prior discussions and understandings in respect to the subject of this Agreement, whether written or oral. 9.4 DISPUTE RESOLUTION If there is any dispute or controversy between the parties arising out of or relating to this Agreement, the parties agree that such dispute or controversy will be arbitrated in accordance with proceedings under American Arbitration Association rules, and such arbitration will be the exclusive dispute resolution method under this Agreement. The decision and award determined by such arbitration will be final and binding upon both parties. All costs and expenses, including reasonable attorney's fees and expert's fees, of all parties incurred in any dispute that is determined and/or settled by arbitration pursuant to this Agreement will be borne by the party determined to be liable in respect of such dispute; provided, however, that if complete liability is not assessed against only one party, the parties will share the total costs in proportion to their respective amounts of liability so determined. Except where clearly prevented by the area in dispute, both parties agree to continue performing their respective obligations under this Agreement until the dispute is resolved. 9.5 MODIFICATION No modification, termination, or attempted waiver of this Agreement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced. 9.6 WAIVER OF BREACH The waiver by a party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach. 9.7 SUCCESSORS AND ASSIGNS This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by the Company without Consultant's consent in the event the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns. 9.8 NO CONFLICT Consultant warrants that Consultant has not previously assumed any obligations inconsistent with those undertaken by Consultant under this Agreement. Signature Please read the contract on the previous page to make sure you understand all the details involved with us working together. It's really important to us that everything is transparent and understood from the beginning so that we lay a solid foundation for a great working relationship. If you have any questions at all, please let us know. We're happy to clarify any points and there may be some items that we can sort out together. We're committed to finding the best way to work together. Once you feel confident about everything and are ready to move forward, please click the 'sign here' button below. Once we receive notification of your acceptance, we'll contact you shortly to sort out next steps and get the project rolling. If you'd like to speak to us by phone, don't hesitate to call . Sponsor signature ______________________________________________ Date: ____________________ Event lead signature ____________________________________________ Date: ____________________

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  • share transfer document french and english

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  • cession de parts sociales version francais anglais

    Requested 4 months ago
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