{"id":28181,"date":"2021-02-02T02:58:45","date_gmt":"2021-02-02T02:58:45","guid":{"rendered":"https:\/\/futurelab.digitalmachine.co.nz\/terms-and-conditions\/"},"modified":"2023-02-22T09:44:02","modified_gmt":"2023-02-21T20:44:02","slug":"terms-and-conditions","status":"publish","type":"page","link":"https:\/\/futurelab.digitalmachine.co.nz\/au\/terms-and-conditions\/","title":{"rendered":"Terms and Conditions"},"content":{"rendered":"\n
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Terms and Conditions – FutureLab Digital<\/h1>\n<\/div>\n\n\n\n
<\/div>\n<\/div>\n<\/div><\/div>\n\n\n\n
<\/div>\n\n\n\n

Web Design and Development Agreement<\/p>\n\n\n\n

PARTIES:<\/h3>\n\n\n\n

(1)\n FutureLab Ltd, a New Zealand owned and incorporated company having its \nregistered office at Unit 2, 706 Great South Road, Auckland, New Zealand\n (\u201cFutureLab\u201d); and<\/p>\n\n\n\n

(2) Any person or company who enter into a contract with FutureLab Ltd (the \u201cCustomer\u201d).<\/p>\n\n\n\n

AGREEMENT:<\/strong><\/h3>\n\n\n\n

1. Definitions and interpretation<\/strong><\/h4>\n\n\n\n

1.1 In this Agreement:<\/p>\n\n\n\n

\u201cAcceptance Criteria\u201d has the meaning given to it in Clause [5.2];<\/p>\n\n\n\n

\u201cAcceptance Period\u201d means a period of 10 Business Days beginning on the date of actual delivery of the Website to the Customer;<\/p>\n\n\n\n

\u201cAgreement\u201d means this agreement (including the Schedule) and any amendments to it from time to time;<\/p>\n\n\n\n

\u201cBusiness Day\u201d means any week day, other than a bank or public holiday in New Zealand;<\/p>\n\n\n\n

\u201cBusiness Hours\u201d means between 09:00 and 18:00 New Zealand time on a Business Day;<\/p>\n\n\n\n

\u201cCharges\u201d\n means the amounts payable by the Customer to FutureLab under or in \nrelation to this Agreement (as set out in the Schedule);<\/p>\n\n\n\n

\u201cConfidential\n Information\u201d means the Customer Confidential Information and \nFutureLab\u2019s Confidential Information; any information disclosed (whether\n disclosed in writing, orally or otherwise) by the Customer to FutureLab\n or vice-versa that is marked as \u201cconfidential\u201d, described as \n\u201cconfidential\u201d or should have been reasonably understood by the parties \nat the time of disclosure to be confidential;<\/p>\n\n\n\n

\u201cCustomer Works\u201d \nmeans the works and materials provided to FutureLab by the Customer, or \nby any third party acting for or on behalf of the Customer, for \nincorporation into the Website;<\/p>\n\n\n\n

\u201cCredit\u201d means a credit for FutureLab on the Website, in the form specified in the Schedule;<\/p>\n\n\n\n

\u201cDefect\u201d\n means a defect, error or bug having a material adverse effect on the \nappearance, operation or functionality of the Website but excluding any \ndefect, error or bug caused by or arising as a result of:<\/p>\n\n\n\n

(a) an \nact or omission of the Customer, or an act or omission of one of the \nCustomer\u2019s employees, officers, agents or sub-contractors;<\/p>\n\n\n\n

(b) an \nincompatibility between the Website and any other application, program \nor software (other than the Customer Works, the Third Party Works and \nany software identified as compatible in the Schedule).<\/p>\n\n\n\n

\u201cDelivery Date\u201d means the date for delivery of the Website;<\/p>\n\n\n\n

\u201cEffective Date\u201d means the date of execution of this Agreement ;<\/p>\n\n\n\n

\u201cForce\n Majeure Event\u201d means an event, or a series of related events, that is \noutside the reasonable control of the party affected (including failures\n of or problems with the internet or a part of the internet, power \nfailures, industrial disputes affecting any third party, changes to the \nlaw, disasters, explosions, fires, floods, riots, terrorist attacks and \nwars);<\/p>\n\n\n\n

\u201cIntellectual Property Rights\u201d means all intellectual \nproperty rights wherever in the world, whether registered or \nunregistered, including any application or right of application for such\n rights (and the \u201cintellectual property rights\u201d referred to above \ninclude copyright and related rights, database rights, confidential \ninformation, trade secrets, know-how, business names, trade names, \ntrademarks, service marks, passing off rights, unfair competition \nrights, patents, petty patents, utility models, semi-conductor \ntopography rights and rights in designs);<\/p>\n\n\n\n

\u201cSchedule\u201d means the schedule attached to this Agreement;<\/p>\n\n\n\n

\u201cScripts\u201d means those elements of the Website consisting of programs written in a computer scripting language;<\/p>\n\n\n\n

\u201cServices\u201d has the meaning given to it in Clause [3.1];<\/p>\n\n\n\n

\u201cThird Party Works\u201d means:<\/p>\n\n\n\n

(a) the works and materials identified as such in the Schedule; and<\/p>\n\n\n\n

(b)\n the other works and materials comprised in the Website, the \nIntellectual Property Rights in which are owned in whole or part by a \nthird party (excluding the Customer Works);<\/p>\n\n\n\n

\u201cTerm\u201d means the term of this Agreement;<\/p>\n\n\n\n

\u201cUnlawful Content\u201d has the meaning given to it in Clause [7.1]; and<\/p>\n\n\n\n

\u201cWebsite\u201d means the website developed or to be developed by FutureLab for the Customer under this Agreement.<\/p>\n\n\n\n

1.2 In this Agreement, a reference to a statute or statutory provision includes a reference to:<\/p>\n\n\n\n

(a) that statute or statutory provision as modified, consolidated and\/or re-enacted from time to time; and<\/p>\n\n\n\n

(b) any subordinate legislation made under that statute or statutory provision.<\/p>\n\n\n\n

1.3 The Clause headings do not affect the interpretation of this Agreement.<\/p>\n\n\n\n

1.4 The ejusdem generis rule is not intended to be used in the interpretation of this Agreement.<\/p>\n\n\n\n

2. Term<\/strong><\/h4>\n\n\n\n

This\n Agreement will come into force on the Effective Date and will continue \nin force until the acceptance of the Website by the Customer in \naccordance with Clause [5], upon which it will terminate automatically, \nunless terminated earlier in accordance with Clause [14].<\/p>\n\n\n\n

3. The Services<\/strong><\/h4>\n\n\n\n

3.1 FutureLab will:<\/p>\n\n\n\n

(a) design and create the Website;<\/p>\n\n\n\n

(b)\n incorporate the Customer Works specified in the Schedule or agreed in \nwriting by the parties, together with the Third Party Works, into the \nWebsite;<\/p>\n\n\n\n

(c) keep the Customer informed of the progress of the Website\u2019s development;<\/p>\n\n\n\n

(d) provide the Customer with reasonable access to the Website during the Term; and<\/p>\n\n\n\n

(e) deliver the Website and the files comprising the Website to the Customer in accordance with Clause [5],<\/p>\n\n\n\n

(the \u201cServices\u201d).<\/p>\n\n\n\n

3.2\n FutureLab will use reasonable endeavours to perform the Services in \naccordance with the timetable set out in the Schedule; however, \nFutureLab does not guarantee that that timetable will be met.<\/p>\n\n\n\n

3.3 \nFutureLab may sub-contract the provision of the Services; providing that\n if FutureLab does sub-contract the provision of the Services, FutureLab\n will remain liable to the Customer for the performance of the \nsub-contracted obligations.<\/p>\n\n\n\n

4. Customer obligations<\/strong><\/h4>\n\n\n\n

4.1 The Customer will provide FutureLab with:<\/p>\n\n\n\n

(a)\n such co-operation as is required by FutureLab (acting reasonably) to \nenable the performance by FutureLab of its obligations under this \nAgreement; and<\/p>\n\n\n\n

(b) all information and documents required by FutureLab (acting reasonably) in connection with the provision of the Services.<\/p>\n\n\n\n

4.2\n The Customer will be responsible for procuring any third party \nco-operation reasonably required by FutureLab to enable FutureLab to \nfulfil its obligations under this Agreement.<\/p>\n\n\n\n

4.3 The Customer will supply to FutureLab all those Customer Works that are specified in the Schedule.<\/p>\n\n\n\n

4.4\n The Customer will fulfil its obligations under Clause [4.3] in \naccordance with the timetable set out in the Schedule or, if no \ntimetable is set out, promptly following the receipt of a written \nrequest for the relevant Customer Works from FutureLab. FutureLab shall \nnot be in breach of this Agreement by virtue of any delay in the \nperformance of its obligations under this Agreement arising out of a \nbreach by the Customer of this Clause [4.4].<\/p>\n\n\n\n

4.5 The Customer \nhereby grants to FutureLab a licence to copy and use the Customer Works \nduring the Term for the purposes of fulfilling its obligations and \nexercising its rights under this Agreement.<\/p>\n\n\n\n

5. Delivery and acceptance<\/strong><\/h4>\n\n\n\n

5.1\n FutureLab will use reasonable endeavours to deliver the Website to the \nCustomer for acceptance testing on or before the Delivery Date.<\/p>\n\n\n\n

5.2 During the Acceptance Period, the Customer will carry out acceptance tests to determine:<\/p>\n\n\n\n

(a) whether the Website conforms in all material respects with the specification of the Website in the Schedule; and<\/p>\n\n\n\n

(b) whether the Website has any Defects,<\/p>\n\n\n\n

(the \u201cAcceptance Criteria\u201d).<\/p>\n\n\n\n

5.3\n If the Website meets the Acceptance Criteria, the Customer will send to\n FutureLab a written notice during the Acceptance Period confirming \nacceptance of the Website.<\/p>\n\n\n\n

5.4 If the Website does not meet the Acceptance Criteria:<\/p>\n\n\n\n

(a)\n the Customer will send to FutureLab a written notice during the \nAcceptance Period setting out in detail the respect(s) in which the \nWebsite does not meet the Acceptance Criteria; and<\/p>\n\n\n\n

(b) FutureLab \nwill have a further remedial period (of 20 Business Days) to modify the \nWebsite so that it meets the Acceptance Criteria.<\/p>\n\n\n\n

5.5 The Website will be deemed to have been accepted by the Customer if:<\/p>\n\n\n\n

(a)\n the Customer does not give any notice to FutureLab under Clause [5.3] \nor Clause [5.4] (or where applicable Clause [5.6]) during an Acceptance \nPeriod; or<\/p>\n\n\n\n

(b) the Customer publishes the Website or uses the Website for any purpose other than development and\/or testing.<\/p>\n\n\n\n

5.6\n Before the end of any remedial period under Clause [5.4(b)], FutureLab \nshall re-deliver the Website to the Customer, and the provisions of this\n Clause [5] shall re-apply in relation to re-delivered Website, save \nthat if the Website still does not meet the Acceptance Criteria upon \nre-delivery, the Customer may elect by written notice to FutureLab:<\/p>\n\n\n\n

(a) to re-apply Clause [5.4]; or<\/p>\n\n\n\n

(b) to terminate the Agreement forthwith,<\/p>\n\n\n\n

such notice to be sent by the Customer and received by FutureLab during the relevant Acceptance Period.<\/p>\n\n\n\n

5.7\n If the Customer fails to provide a written notice during the relevant \nAcceptance Period, the Customer automatically confirms acceptance of the\n Website.<\/p>\n\n\n\n

5.8 The Customer will confirm the hosting details with \nFutureLab during the Acceptance Period and no later than on the last day\n of the Acceptance Period. Failure to provide hosting information or \nacknowledgement of using FutureLab hosting will result in creating a \ndedicated hosting on paid FutureLab platform.<\/p>\n\n\n\n

6. Third Party Works<\/strong><\/h4>\n\n\n\n

6.1\n Third Party Works will be licensed to the Customer under the relevant \nlicensor\u2019s standard terms and conditions for online use, or on licence \nterms notified by FutureLab to the Customer.<\/p>\n\n\n\n

6.2 Any licence fees for Third Party Works are not included in the Charges (unless the Schedule specifies otherwise or the parties agree otherwise).<\/p>\n\n\n\n

7. Unlawful Content<\/strong><\/h4>\n\n\n\n

7.1 The Customer must ensure that the Customer Works will not:<\/p>\n\n\n\n

(a) infringe any person\u2019s Intellectual Property Rights or other legal rights;<\/p>\n\n\n\n

(b) breach any laws or regulations; or<\/p>\n\n\n\n

(c) give rise to a cause of action against any person,<\/p>\n\n\n\n

in each case under any applicable law (\u201cUnlawful Content\u201d).<\/p>\n\n\n\n

7.2\n Any breach by the Customer of Clause [7.1] will be deemed to be a \nmaterial breach of the Agreement for the purposes of Clause [14].<\/p>\n\n\n\n

7.3\n The Customer hereby indemnifies and undertakes to keep indemnified \nFutureLab against any and all damages, liabilities, cost, losses and \nexpenses (including legal expenses) suffered or incurred by FutureLab \nand arising out of any breach or alleged breach by the Customer of \nClause [7.1].<\/p>\n\n\n\n

8. Charges and payment<\/strong><\/h4>\n\n\n\n

8.1 The \nCustomer will pay invoiced Charges to FutureLab, upon which payment will\n appear on the Customer\u2019s statement as FutureLab Ltd.<\/p>\n\n\n\n

8.2 \nFutureLab will issue invoices for the Charges to the Customer on the \nrelevant invoicing dates set out in the Schedule, or (if earlier) upon \nthe acceptance of the Website by the Customer.<\/p>\n\n\n\n

8.3 The Customer \nwill pay invoiced Charges to FutureLab within 10 days of the date of \nissue of the relevant invoice under Clause [8.2].<\/p>\n\n\n\n

8.4 All Charges \nare in New Zealand dollars or Australian dollars and can only be paid in\n those currencies. The charges’ currency depend on customer’s location \nand will be clearly stated on the contract.<\/p>\n\n\n\n

8.5 Charges must be \npaid by debit or credit card, direct debit, or bank transfer (using such\n payment details as are notified by FutureLab to the Customer from time \nto time).<\/p>\n\n\n\n

8.6 If the Customer does not pay any amount properly due\n to FutureLab under or in connection with this Agreement, FutureLab \nreserves the right to take down the website within 30 days of the amount\n becoming overdue. We also reserve the right to place an error notice or\n a notice reading \u201cWebsite Unavailable, please contact Accounts for more\n details\u201d or similar on the page linked to your URL in the event payment\n is not made in full as required.<\/p>\n\n\n\n

8.7 Debt collection and \ncollection costs. Failure to pay overdue invoices or refusal to pay \ninvoices will result in your company being registered with a debt \ncollection service. All costs incurred in the recovery of overdue funds,\n including but not limited to debt recovery charges and legal fees, may \nbe added to the balance of your account.<\/em><\/p>\n\n\n\n

We reserve the \nright to notify any persons or business in regard to the account history\n and conduct with the use of contracts and or emails received in the \ncourse of completing said contracts.<\/p>\n\n\n\n

9. Intellectual Property Rights<\/strong><\/h4>\n\n\n\n

9.1 Upon and from the date of acceptance of the Website by the Customer, FutureLab hereby:<\/p>\n\n\n\n

(a)\n assigns to the Customer all existing and future copyright and other \nIntellectual Property Rights in the Website (excluding the Scripts, \nCustomer Works and Third Party Works)<\/p>\n\n\n\n

(b) grants to the Customer a\n non-exclusive irrevocable perpetual worldwide license of all copyright \nand other Intellectual Property Rights in the Scripts for the purposes \nof:<\/p>\n\n\n\n

(i) publishing, operating and marketing the Website<\/p>\n\n\n\n

(ii) backing-up the Website; and<\/p>\n\n\n\n

(iii) updating and adapting the Website,<\/p>\n\n\n\n

and the Customer may sub-license the rights granted in this Clause [9.1(b)] for the purposes set out herein.<\/p>\n\n\n\n

9.2\n The assignment of Intellectual Property Rights in Clause [9.1(a)] is \nfor the full term of those rights, including all extensions, renewals, \nrevivals and reversions.<\/p>\n\n\n\n

9.4 FutureLab may include the Credit \ntogether with a link to FutureLab\u2019s website on each page of the Website \nin a position and in a form to be agreed by the parties. The Customer \nwill retain any such Credit and link in any adapted version of the \nWebsite, and the Customer will (and will only) remove any such Credit \nand link from the Website at FutureLab\u2019s request.<\/p>\n\n\n\n

10. Warranties<\/strong><\/h4>\n\n\n\n

10.1\n The Customer warrants to FutureLab that it has the legal right and \nauthority to enter into and perform its obligations under this \nAgreement.<\/p>\n\n\n\n

10.2 FutureLab warrants to the Customer:<\/p>\n\n\n\n

(a) that it has the legal right and authority to enter into and perform its obligations under this Agreement;<\/p>\n\n\n\n

(b) that it will perform its obligations under this Agreement with reasonable care and skill;<\/p>\n\n\n\n

(c)\n that the Website (excluding the Customer Works and Third Party Works) \nwill not infringe any person\u2019s Intellectual Property Rights New Zealand \nlaw; and<\/p>\n\n\n\n

(d) that the Website will operate without any Defects upon the date of acceptance of the Website.<\/p>\n\n\n\n

10.3\n If the Customer demonstrates to FutureLab that the Website suffers from\n any Defect during the period of 30 days following the date of \nacceptance, FutureLab will, for no additional charge, carry out any work\n necessary in order to remedy the Defect.<\/p>\n\n\n\n

10.4 The Customer \nacknowledges that FutureLab has designed the Website to work with the \nweb browser technology specified in the Schedule, and FutureLab does not\n warrant that the Website will work with any other web browser \ntechnology.<\/p>\n\n\n\n

10.5 The Customer further acknowledges that FutureLab \ndoes not purport to provide any legal advice under this Agreement or in \nrelation to the Website and FutureLab does not warrant that the Website \nwill not give rise to any civil or criminal legal liability on the part \nof the Customer or any other person.<\/p>\n\n\n\n

10.6 All of the parties\u2019 \nliabilities and obligations in respect of the subject matter of this \nAgreement are expressly set out herein. To the maximum extent permitted \nby applicable law and subject to Clause [11.1], no other terms \nconcerning the subject matter of this Agreement will be implied into \nthis Agreement or any related contract.<\/p>\n\n\n\n

11. Limitations and exclusions of liability<\/strong><\/h4>\n\n\n\n

11.1 Nothing in the Agreement will:<\/p>\n\n\n\n

(a) limit or exclude the liability of a party for death or personal injury resulting from negligence;<\/p>\n\n\n\n

(b) limit or exclude the liability of a party for fraud or fraudulent misrepresentation by that party;<\/p>\n\n\n\n

(c) limit any liability of a party in any way that is not permitted under applicable law; or<\/p>\n\n\n\n

(d) exclude any liability of a party that may not be excluded under applicable law.<\/p>\n\n\n\n

11.2 The limitations and exclusions of liability set out in this Clause [11] [and elsewhere in the Agreement]:<\/p>\n\n\n\n

(a) are subject to Clause [11.1];<\/p>\n\n\n\n

(b)\n govern all liabilities arising under the Agreement [or any collateral \ncontract] or in relation to the subject matter of the Agreement [or any \ncollateral contract], including liabilities arising in contract, in tort\n (including negligence) and for breach of statutory duty; and<\/p>\n\n\n\n

[(c)\n will not limit or exclude the liability of the parties under the \nexpress indemnities set out the Agreement, and any amounts paid under \nany indemnity in the Agreement shall not count towards any aggregate \nliability cap under Clause [11.10]].<\/p>\n\n\n\n

11.3 FutureLab will not be \nliable to the Customer in respect of any loss of profits, income, \nrevenue, use, production or anticipated savings.<\/p>\n\n\n\n

11.4 FutureLab will not be liable to the Customer for any loss of business, contracts or commercial opportunities.<\/p>\n\n\n\n

11.5 FutureLab will not be liable to the Customer for any loss of or damage to goodwill or reputation.<\/p>\n\n\n\n

11.6 FutureLab will not be liable to the Customer in respect of any loss or corruption of any data, database or software.<\/p>\n\n\n\n

11.7 FutureLab will not be liable to the Customer in respect of any special, indirect or consequential loss or damage.<\/p>\n\n\n\n

11.8 FutureLab will not be liable to the Customer for any losses arising out of a Force Majeure Event.<\/p>\n\n\n\n

11.9\n FutureLab\u2019s liability to the Customer in relation to any event or \nseries of related events will not exceed the greater of the total amount\n paid and payable by the Customer to FutureLab under the Agreement \nduring the 5 month period immediately preceding the event or events \ngiving rise to the claim.<\/p>\n\n\n\n

11.10 FutureLab\u2019s aggregate liability to\n the Customer under the Agreement [and any collateral contracts] will \nnot exceed the greater of the total amount paid and payable by the \nCustomer to FutureLab under the Agreement.<\/p>\n\n\n\n

12. Data protection<\/strong><\/h4>\n\n\n\n

12.1\n The Customer warrants that it has the legal right to disclose all \nPersonal Data that it does in fact disclose to FutureLab under this \nAgreement.<\/p>\n\n\n\n

12.2 FutureLab warrants that:<\/p>\n\n\n\n

(a) it will act \nonly on instructions from the Customer in relation to the processing of \nany Personal Data performed by FutureLab on behalf of the Customer; and<\/p>\n\n\n\n

(b) it has in place appropriate security measures (both technical and organisational) against:<\/p>\n\n\n\n

(i) unlawful or unauthorised processing; and<\/p>\n\n\n\n

(ii) loss or corruption,<\/p>\n\n\n\n

of Personal Data processed by FutureLab on behalf of the Customer.<\/p>\n\n\n\n

13. Confidentiality and publicity<\/strong><\/h4>\n\n\n\n

13.1 FutureLab will:<\/p>\n\n\n\n

(a)\n keep confidential and not disclose the Customer Confidential \nInformation to any person save as expressly permitted by this Clause \n[13]; and<\/p>\n\n\n\n

(b) protect the Customer Confidential Information \nagainst unauthorised disclosure by using the same degree of care as it \ntakes to preserve and safeguard its own confidential information of a \nsimilar nature, being at least a reasonable degree of care.<\/p>\n\n\n\n

13.2 The Customer will:<\/p>\n\n\n\n

(a)\n keep confidential and not disclose FutureLab\u2019s Confidential Information\n to any person save as expressly permitted by this Clause [13]; and<\/p>\n\n\n\n

(b)\n protect FutureLab\u2019s Confidential Information against unauthorised \ndisclosure by using the same degree of care as it takes to preserve and \nsafeguard its own confidential information of a similar nature, being at\n least a reasonable degree of care.<\/p>\n\n\n\n

13.3 Confidential Information \nof a party may be disclosed by the other party to that other party\u2019s \nofficers, employees, agents, insurers and professional advisers, \nprovided that the recipient is bound in writing to maintain the \nconfidentiality of the Confidential Information disclosed.<\/p>\n\n\n\n

13.4 The obligations set out in this Clause [13] shall not apply to:<\/p>\n\n\n\n

(a) Confidential Information that is publicly known (other than through a breach of an obligation of confidence);<\/p>\n\n\n\n

(b)\n Customer Confidential Information that is in possession of FutureLab \nprior to disclosure by the Customer, and Designer Confidential \nInformation that is in possession of the Customer prior to disclosure by\n FutureLab; or<\/p>\n\n\n\n

(c) Customer Confidential Information that is \nreceived by FutureLab, and Designer Confidential Information that is \nreceived by the Customer, from an independent third party who has a \nright to disclose the relevant Confidential Information.<\/p>\n\n\n\n

13.5 Nothing in this Agreement shall restrict a party from making any disclosure of Confidential Information that is:<\/p>\n\n\n\n

(a) required by law; or<\/p>\n\n\n\n

(b) required by a governmental authority, stock exchange or regulatory body[,<\/p>\n\n\n\n

provided\n that the party subject to such disclosure requirement must where \npermitted by law give to the other party prompt written notice of the \ndisclosure requirement].<\/p>\n\n\n\n

13.6 Subject to FutureLab\u2019s compliance \nwith the other provisions of this Clause [13], FutureLab may make public\n disclosures relating to the subject matter of this Agreement without \nthe consent of the Customer.<\/p>\n\n\n\n

14. Privacy<\/strong><\/h4>\n\n\n\n

14.1 You authorise us or our agents to:<\/p>\n\n\n\n

(a) access, collect, retain and use any information about you;
\n i) (including any overdue fines balance information held by the \nMinistry of Justice) for the purpose of assessing your creditworthiness;
ii) for the purpose of meeting our obligations and enforcing our rights under these terms and the Terms of Reference; or
iii) for the purpose of marketing products and services to you.
\n (b) disclose information about you, whether collected by us from you \ndirectly or obtained by us from any other source, to any other credit \nprovider or any credit reporting agency for the purposes of providing or\n obtaining a credit reference, debt collection or notifying a default by\n you.
(c) with the exception of any Confidential Information, \nexchange the information we hold about you with our contractors, agents,\n representatives and Carriers for the purpose of meeting our obligations\n under these terms and conditions.
(d) Monitor and record \ncommunications you make to us or we make to you in order to improve the \nservice we provide to you and to assist us with meeting our obligations \nto you.<\/p>\n\n\n\n

14.2 Where you are an individual the authorities under \nclause 10(i) are authorities or consents for the purposes of the Privacy\n Act 1993.<\/p>\n\n\n\n

14.3 You shall have the right to request us for a copy \nof the information about you retained by us and the right to request us \nto correct any incorrect information about you held by us.<\/p>\n\n\n\n

15. Termination<\/strong><\/h4>\n\n\n\n

15.1 Either party may terminate this Agreement at any time by giving at least 30 days written notice to the other party<\/p>\n\n\n\n

15.2 Either party may terminate this Agreement immediately by giving written notice to the other party if the other party:<\/p>\n\n\n\n

(a) commits any material breach of any term of this Agreement, and:<\/p>\n\n\n\n

(i) the breach is not remediable; or<\/p>\n\n\n\n

(ii)\n the breach is remediable, but the other party fails to remedy the \nbreach within 30 days of receipt of a written notice requiring it to do \nso; or<\/p>\n\n\n\n

[(b) persistently breaches the terms of this Agreement \n(irrespective of whether such breaches collectively constitute a \nmaterial breach).<\/p>\n\n\n\n

15.3 Either party may terminate this Agreement immediately by giving written notice to the other party if:<\/p>\n\n\n\n

(a) the other party:<\/p>\n\n\n\n

(i) is dissolved;<\/p>\n\n\n\n

(ii) ceases to conduct all (or substantially all) of its business;<\/p>\n\n\n\n

(iii) is or becomes unable to pay its debts as they fall due;<\/p>\n\n\n\n

(iv) is or becomes insolvent or is declared insolvent; or<\/p>\n\n\n\n

(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;<\/p>\n\n\n\n

(b)\n an administrator, administrative receiver, liquidator, receiver, \ntrustee, manager or similar is appointed over any of the assets of the \nother party;<\/p>\n\n\n\n

(c) an order is made for the winding up of the other \nparty, or the other party passes a resolution for its winding up (other \nthan for the purpose of a solvent company or organisation where the \nresulting entity will assume all the obligations of the other party \nunder this Agreement); or<\/p>\n\n\n\n

(d) (where that other party is an \nindividual) that other party dies, or as a result of illness or \nincapacity becomes incapable of managing his or her own affairs, or is \nthe subject of a bankruptcy petition or order.<\/p>\n\n\n\n

15.4 The Agreement may also be terminated by the Customer under Clause [5.6].<\/p>\n\n\n\n

16. Effects of termination<\/strong><\/h4>\n\n\n\n

16.1\n Upon termination all the provisions of this Agreement will cease to \nhave effect, save that the following provisions of this Agreement will \nsurvive and continue to have effect (in accordance with their terms or \notherwise indefinitely): Clauses [1, 7.3, 8.5, 9, 11, 13.1 to 13.5, 15, \nand 16.3 to 16.12].<\/p>\n\n\n\n

16.2 Termination of this Agreement will not \naffect either party\u2019s accrued rights (including FutureLab\u2019s accrued \nrights to invoice for and to be paid the Charges) as at the date of \ntermination.<\/p>\n\n\n\n

16.3 The Customer will never be entitled to a refund \nin respect of any Services which were to be performed after the date of \neffective termination as all Charges are only to be paid once the \nCustomer has formally accepted the Website as a final product.<\/p>\n\n\n\n

17. Termination of website hosting<\/strong><\/h4>\n\n\n\n

17.1\n Provided there are no monies owing, clients are free to move away from \nFutureLab hosting services at any time. FutureLab will assist you with \nthe lawful transfer of your website, with all time spent billed at our \nhourly rate. The minimum time billed will be 1 hour.<\/p>\n\n\n\n

17.2 You must\n inform FutureLab of your decision to transfer your website hosting in \nadvance. We will require 48 business hours notice in order to schedule \nassistance with the website transfer process.<\/p>\n\n\n\n

17.3 Hosting \npayments are billed monthly. Payments are due in advance and no refunds \nwill be issued for a part or full month already paid.<\/p>\n\n\n\n

18. General<\/strong><\/h4>\n\n\n\n

18.1\n Any notice given under this Agreement must be in writing (whether or \nnot described as \u201cwritten notice\u201d in this Agreement) and must be \ndelivered personally, sent by recorded signed-for post, or sent by \nemail, for the attention of the relevant person, and to the relevant \nperson as notified by one party to the other in accordance with this \nClause<\/p>\n\n\n\n

18.2 A notice will be deemed to have been received at the \nrelevant time set out below (or where such time is not within Business \nHours, when Business Hours next begin after the relevant time set out \nbelow):<\/p>\n\n\n\n

(a) where the notice is delivered personally, at the time of delivery;<\/p>\n\n\n\n

(b) where the notice is sent by recorded signed-for post, 48 hours after posting; and<\/p>\n\n\n\n

(c) where the notice is sent by or email, at the time of the transmission (providing the sending party retains written evidence of the transmission).<\/p>\n\n\n\n

18.3 No breach of any provision of this Agreement \nwill be waived except with the express written consent of the party not \nin breach.<\/p>\n\n\n\n

18.4 If a Clause of this Agreement is determined by any\n court or other competent authority to be unlawful and\/or unenforceable,\n the other Clauses of this Agreement will continue in effect. If any \nunlawful and\/or unenforceable Clause would be lawful or enforceable if \npart of it were deleted, that part will be deemed to be deleted, and the\n rest of the Clause will continue in effect (unless that would \ncontradict the clear intention of the parties, in which case the \nentirety of the relevant Clause will be deemed to be deleted).<\/p>\n\n\n\n

18.5 Nothing in this Agreement will constitute a partnership, agency relationship or contract of employment between the parties.<\/p>\n\n\n\n

18.6\n The Customer hereby agrees that FutureLab may freely assign any or all \nof its contractual rights and\/or obligations under the Agreement. Save \nas expressly provided in this Clause or elsewhere in the Agreement, \nneither party may without the prior written consent of the other party \nassign, transfer, charge, license or otherwise dispose of or deal in the\n Agreement or any contractual rights or obligations under the Agreement.<\/p>\n\n\n\n

18.7\n The Customer will not, without FutureLab\u2019s prior written consent either\n during the Term or during the Acceptance Period, engage or employ any \nthird party, company or contractor to work on the website or any of its \ncode created by FutureLab, which will be considered as breach of this \nagreement.<\/p>\n\n\n\n

18.8 Each party agrees to execute (and arrange for the \nexecution of) any documents and do (and arrange for the doing of) any \nthings reasonably within that party\u2019s power, which are necessary to \nenable the parties to exercise their rights and fulfill their \nobligations under this Agreement.<\/p>\n\n\n\n

18.9 This Agreement is made for \nthe benefit of the parties, and is not intended to benefit any third \nparty or be enforceable by any third party. The rights of the parties to\n terminate, rescind, or agree any amendment, waiver, variation or \nsettlement under or relating to this Agreement are not subject to the \nconsent of any third party.<\/p>\n\n\n\n

18.10 This Agreement constitutes the \nentire agreement and understanding of the parties in relation to the \nsubject matter of this Agreement, and supersedes all previous \nagreements, arrangements and understandings between the parties relating\n to the subject matter of this Agreement. Subject to Clause [11.1], each\n party acknowledges that no representations or promises not expressly \ncontained in this Agreement have been made by or on behalf of the other \nparty.<\/p>\n\n\n\n

18.11 This Agreement will be governed by and construed in \naccordance with the laws of New Zealand; and the New Zealand courts will\n have exclusive jurisdiction to adjudicate any dispute arising under or \nin connection with this Agreement.<\/p>\n\n\n\n

19. Website Pricing and Payment
<\/strong><\/h4>\n\n\n\n

19.1 Your payment is processed through eWAY Payment Gateway. eWAY secures all your customer and credit-card data with military-grade software and servers, and the highest level of encryption available. FutureLab Limited will not store or transfer any of your credit card information. All data is transferred using eWAYs secure servers.<\/p>\n\n\n\n

19.2 All pricing on our website is in New Zealand dollars.<\/p>\n\n\n\n

19.3 All prices quoted on our website are exclusive of GST.<\/p>\n\n\n\n

19.4 No refunds will be issued.<\/p>\n\n\n\n

20. FutureLab Ethics Policy<\/h4>\n\n\n\n

As part of our ethical policy, we do not <\/strong>accept web development work from or work with organisations that:<\/p>\n\n\n

\n