WEALTHWISE NZ LTD: STANDARD TERMS OF BUSINESS

Definitions

"Us" shall mean Wealthwise NZ Ltd, or any trading / branding names, including The Results Creator, owned and used by Wealthwise NZ Ltd. We are a NZ incorporated company #1539184.

"Client" shall mean the customer, its agents and employees or director, or any person acting on behalf of and with the authority of the client, or any person purchasing goods from us.

"Services" shall mean all goods, chattels or services provided by Us to the Clients, and shall include without limitation to supply of equipment and services, all charges for labour and work, consulting time, or any other fee or charge associates with the supply of services by Us to the client.

Acceptable Use Policy

This is designed to help protect us, our customers and the Internet community in general from irresponsible or, in some cases, illegal activities. Transmission, distribution or storage of any material in violation of any applicable law or regulation is prohibited.

This includes, without limitation, material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorisation, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws.

Sending Unsolicited Bulk Email ("UBE", "spam"). The sending of any form of Unsolicited Bulk Email through our servers is prohibited. Likewise, the sending of UBE from another service provider advertising a web site, email address or utilising any resource hosted on our servers, is prohibited.

Pricing

Each Client Proposal is individually prepared on the basis of the clients requirements discussed with them. Any quotation provided is valid for (30) days unless expressly stated otherwise within the Proposal.

Any costs not defined on this Proposal, or outside the scope of the original Proposal will be agreed between all parties before further work is undertaken.

Additional work may be charged at a fixed cost agreed by both parties, or if on an ad-hoc basis, will be charged as follows (rounded up to nearest quarter of an hour):

Technical support - beyond the scope of the original Proposal - $70 per hour

Ongoing Technical support: over and above one hour as included in monthly fees - $70 per hour.
Time not used within any one month cannot be carried forward.

Website Marketing Strategy consultation with Jo Kefford POA for day rate

Travel costs - $70 per hour plus $2.00 per kilometre. This contributes to time and transport costs.

Travel costs are only incurred as part of the development work expense and if not held at a venue of our choice. It is preferable for clients to come to us, especially for filming where we have all the equipment .

All prices are in New Zealand Dollars (unless specifically stated) and exclusive of GST & any other applicable taxes and duties. Pricing may be subject to increase due to exchange rate fluctuations. Monthly pricing plans are guaranteed not to increase for first 12 months from date of agreed Proposal.

Payment

Unless agreed otherwise the customer agrees to pay Us in full seven (7) days from the date of issue of the invoice and if the Customer does not then we may without prejudice to any of our other rights:

Suspend or restrict your use of the Services;
Terminate this Agreement;
Refer your account to our debt collection agency;
Charge you collection costs; and/or
Charge you interest at 10 percent per month compounding on the amount outstanding until the actual date of actual payment of all amounts owing.

Payment can be made directly through internet banking, cheque or Paypal.

For ongoing monthly fees, an automatic payment set up from a bank account is required.

Provision of services

We provide the client with services as outlined in each Client Proposal document. You agree to make information and resources available in a timely manner so as to enable us to fulfil our obligations to you under the Terms of Reference in a timely manner.

The Client Proposal is based upon information that you provide to us. Therefore, you must make sure that you fully brief us on all matters. This includes any variation of requirement from the original Client Proposal.

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. However, we will never use a provider that does not offer 24/7/365 support, and 99.9% uptime.

We will deliver the Hosting Services to you in whatever way we deem to be most appropriate. We can choose or change Carriers and any other suppliers at our sole discretion.

Intellectual Property (IP)

We may use our website layouts and templates for more than one client. Therefore, except for any intellectual property in Your Materials and any Content Materials including the clients logos and branding material, Wealthwise NZ and its suppliers own all Intellectual Property in the Website (including the user interface, systems, and measurement & tracking tools).

Any idea, concept, know how, software, and documentation developed in connection with the Services created remain our property, or that of our preferred suppliers. Anything jointly created by both parties may be freely used by either party.

We shall retain no rights of confidential information or copyright in any developed software or associated documentation.

Confidential Information

Each party will keep all information about the Terms of Reference, the Services, the Website and other information that is confidential to the other party ("Confidential Information") confidential and will not disclose this information to a third party without the consent of the other party. Each party shall ensure that its employees, subcontractors and agents abide by these obligations of confidentiality.

Unless we agree otherwise in writing, we will each use any Confidential Information belonging to the other party only for the purposes of fulfilling our obligations to each other under the Terms of Reference and as permitted in these Terms of Trade.

Confidential Information does not include information clearly required to be disclosed by law.

Warranties

We warrant that we will provide all our Services with the care and skill that can be expected from a professional website solution provider.

We will pass on to the customer the benefit of any warranty given by our suppliers or a third party such as a manufacturer.

Unless forming part of the goods or services supplied hereunder the customer is responsible of the supply of any hardware to the appropriate specification for the software or application purchased.

You agree that any goods or services we supply to you are purchased by you for the purpose of your business, and so the provisions of the Consumer Guarantees Act 1993 do not apply.

Liability

We will not be liable to you, or any third party, for any:

Loss or damage to information or data from any cause,
Breach of security;
Loss of profit; and
Incidental, indirect special or consequential loss or damage.

All claims must be received by Us within seven (7) days of delivery of goods or services and must be accompanied by the number and date of the supplying invoice, and must specifically identify the defect in goods or lack of standard of service.

If the client fails to provide this information, is shall be deemed that the client has accepted the goods and / or services and we shall incur no subsequent liability to the customer whatsoever.

We shall not be liable to the client for any delay or failure to perform our obligations due to a matter beyond our control.

We are not 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.

You agree 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.

Force Majeure

Neither party will be liable for any act, omission or failure to fulfil its obligations under this contract to the extent that it arises from a force majeure, outside either party's control.

The party affected must notify the other in writing of the reasons for its failure to fulfil its obligations and the effect of such failure.

Marketing

You agree that we may:

Include a reference on the bottom of the Homepage (or equivalent) of the Website, crediting the design, development and hosting of the Website to Wealthwise NZ and/or any of our approved suppliers; and
List you on our marketing materials, including on our website.

Your Responsibilities

Upon agreement of provision of Services, it is your responsibility to:

Promptly provide all the information, assistance and approvals that we may reasonably require;
Maintain backup data necessary to replace any of your data that is lost or damaged from any cause;
Obtain, and if required pay for, any consents and licenses required for 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 uses the Website and the Services also meet your responsibilities under this Agreement when using the Website and/or the Services;
Use the Services at all times strictly in accordance with our Acceptable Use Policy; and
Keep strictly confidential any password and logon we give you for access to the administration functions of the Website.

You confirm that all data, images, software and other information 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;
Do not infringe the rights of any person (including IP rights); and
Are not offensive, harmful, upsetting, unlawful, or otherwise objectionable.

Termination

Either of us may terminate the contract (including the 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 a composition with its creditors or become insolvent or bankrupt; or

Breached a term of the Terms of Reference or these Terms of Trade and failed to remedy such breach after being given written notice allowing at least 30 days to remedy the breach.
We may also terminate this Agreement on the occurrence of any of the following events:
Non payment or late payment of invoices, 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

Upon termination any amounts owing by you to us under the Client Proposal and these Terms of Trade must be paid immediately.

Upon completion of the work outlined in the Client Proposal document, or termination, the client is not tied into any contract with Us or any of our suppliers, other than providing 30 days notice in writing, with an explanation of termination of service.

The client owns their completed website and database in its entirety, and can be moved to another service provider.

Dispute Resolution

Where there is a dispute arising under the terms of this contract then the party raising the dispute shall give written notice to the other party in writing, informing it of the details of the dispute and the remedy sought. This shall be negotiated by both parties for at least 14 days.

If the matter is still unresolved at this point, the dispute will be referred to arbitration under the Arbitration Act 1996.

Miscellaneous

We will send you notices and other documentation to the last known address, fax number or email address you have given to us.

The client is deemed to have accepted the services unless the client gives written notice within seven (7) days after completion of the services of any matter with which the client is not satisfied.

This Agreement shall be governed by New Zealand law.