The client (the “Client”) named in the Proposal for Services (“PFS”) agrees to be bound by this agreement (“Agreement” or “Terms and Conditions”):

1. Legal Agreement:

1.1. This Agreement constitutes a binding legal agreement between the Client and BBT Digital. This agreement is the entire agreement between the Client and BBT Digital in relation to services provided and it shall not include any terms and conditions of the Client (including on any purchase order or other document submitted by the Client) unless agreed to in writing by BBT Digital.

2. Term of Agreement:

2.1. This Agreement commences on the start date specified in the PFS (agreed start date) and is for an indefinite term unless a finish date is specified in the PFS or the agreement is terminated earlier in a manner permitted in clause 18 below.

3. Services BBT Digital will provide:

3.1. BBT Digital will:

3.1.1. Complete the work as described in the PFS (the “Services” and “Service Deliverables”);

3.1.2. Where a maximum time per month for the provision of the Services is set out in the PFS, provide the Services for a period of time up to that maximum amount per month;

3.1.3. Use its best endeavours to ensure the Services are provided in compliance with all relevant New Zealand legislation;

3.1.4. Provide the Services with care and skill and will exercise professional judgement free from any conflict of interest;

3.1.5. Provide support in respect of the Services as specified in the PFS;

3.1.6. Act in the Clients best interests but will not do anything which is unethical or unlawful;

3.1.7. Keep records of work performed under the PFS;

3.1.8. Provide only the resources specified in the PFS as required to be provided by BBT Digital to deliver the Services;

3.1.9. Determine at its own discretion the BBT Digital Personnel who will provide the Services to the Client.

4. Additional Services:

4.1. At the request of the Client, BBT Digital may provide work and services additional to the Services including any additional services set out in the PFS and updates required as a result of changes to any relevant digital interface or services required in respect of matters set out in clause 5 below (“Additional Services”).

4.2. The Client agrees and acknowledges that:

4.2.1. The fee for any Additional Services is not included within the fee for the Services and will be charged at BBT Digital’s time based charge out rates; and

4.2.2. By submitting a request to BBT Digital in respect of any Additional Services, the Client agrees to pay for the Additional Services.

5. Limitations of Services:

5.1. Search engines may stop accepting submissions for an indefinite period of time. Search engines may re-rank or exclude websites and webpages for no apparent or predictable reason. Often a webpage will reappear without any additional submissions. Should a webpage not reappear, BBT Digital will, at a cost agreed with the Client, re-submit the site based on the current policies of the search engine in question.

5.2. Social media platforms change their interfaces on a regular basis. BBT Digital cannot pre-empt these changes. This may require us to redesign your social media pages, for which a quotation will be provided.

5.3. Any modification of the Clients website by the Client or any third party may impact on the listing or ranking of the Clients website. Any work or services required by BBT Digital as a result of such modification will be Additional Services.

5.4. Unless otherwise agreed by BBT Digital at its discretion to provide the following services as Additional Services to the Client at the request of the Client, the following services are not provided by BBT Digital under this agreement:

5.4.1. Support outside Business Hours. In this agreement, “Business Hours” and “Working Day” means 9:00am – 5:00pm New Zealand GMT on any day except Saturday, Sunday or any statutory holiday in New Zealand;

5.4.2. Managing unauthorised user names and passwords;

5.4.3. Installing or managing the Client’s security measures;

5.4.4. Support where service impairment results from installation, uninstallation, or use of other software applications;

5.4.5. Recovery of damage or data loss arising from hard drive or CPU failure, network failure, misuse, negligence, alteration, improper wiring, malware, viruses or failure to complete daily or weekly backups;

5.4.6. Support where the Client has failed to implement a recommendation from BBT Digital where in the reasonable opinion of BBT Digital the recommendation should be implemented to ensure BBT Digital can properly deliver the Services; or

5.4.7. Consulting services or accelerated development or advanced customisations of or enhancements to new features as part of providing the Services.

6. Items to be provided by the Client:

6.1. The Client must:

6.1.1. Provide to BBT Digital all information (including scope and timing), items and materials relating to the Client’s requirements with respect to the Services;

6.1.2. Obtain all approvals required for the lawful provision and use of the Services; and

6.1.3. Appoint a person to act as the Client’s representative with that person deemed to have authority to act on behalf of and bind the Client in connection with this agreement.

7. Support Provided:

7.1. BBT Digital shall use commercially reasonable efforts to provide support on the terms set out in this Agreement and the PFS but does not guarantee that any defects in the Client’s websites or the Services will be fixed by BBT Digital.

7.2. The Client acknowledges that BBT Digital relies on third party interfaces and databases to deliver the Services and as a result BBT Digital cannot guarantee uninterrupted access to, and use of those third party internet interfaces and databases at all times.

8. Proposals, Quotes and Estimates:

8.1. All proposals, quotes and estimates are valid for [30 days] from the date of submission.

8.2. Quotes and estimates are based on the information provided by the Client, including but not limited to detail on quantities, structure, scope and functionality. Any quote or estimate may therefore be subject to change should the Client’s requirements change at any time.

8.3. Unless otherwise stated, photography, stock images, delivery, copywriting and GST will be charged extra.

8.4. BBT Digital reserves the right to alter the rates at any time as business dictate.

8.5. Quotes and estimates are based on BBT Digital’s cost of production and unless otherwise agreed are subject to amendment on or at any time after acceptance to meet any rise or fall in such costs.

8.6. Any estimates given by BBT Digital as to the time of completion or performance of its Services (whether completion of the whole or part of the Services) shall be estimates only and time shall not be of the essence.

8.7. Any stated timescale is reliant upon the Client providing all requirement information, items and materials in a timely manner and fulfilling all other Client obligations set out in Clause 13 below.

9. Charges and Payment:

9.1. The Client must pay to BBT Digital the amounts specified for delivery of the Services in accordance with the timing specified by BBT Digital in the PFS or Invoices issued for Services during the engagement.

9.2. The Client may withhold payment for any part of an invoice issued by BBT Digital if the Client genuinely disputes that the amount is owed, until the dispute is resolved and during which time BBT Digital retains ownership of the Service Deliverables and Intellectual Property therein.

9.3. BBT Digital may invoice progress payments for Services. Where the completion or fulfilment of those Services is delayed by the Client for any reason whatsoever and the Client agrees to pay those progress payments.

9.4. If BBT Digital incurs any costs as a result of the Client’s neglect or default, BBT Digital may charge those costs to the Client in addition to the cost for the Services.

9.5. Hourly work and variations will be charged at hourly rates.

9.6. Prices listed in quotes / estimates and / or invoices are in $NZD and exclude GST.

9.7. Where the Client fails to make payment on the date specified in the PFS BBT may charge interest on the outstanding invoice amount of 2.5%.

9.8. Costs associated with the collection of outstanding amounts will be paid for by the Client. These costs include but are not limited to BBT Digital’s engagement of a debt collection agency.

9.9. Where the Client fails to pay outstanding invoices on the date specified in the PFS BBT Digital may suspend work, services and / or delivery without notice and without prejudice to any other legal remedy until due payment has been made.

9.10. All intellectual property in works, tangible or intangible created as part of BBT Digital delivering the Services to the Client remains copyrighted and the property of BBT Digital until BBT Digital has been paid in full for the Services. BBT may also at is sole discretion restrict or revoke access to the Service Deliverables (including access to live websites and or software) until BBT Digital has been paid in full for Services relating to those websites or software.

10. Disbursements:

10.1. The Client agrees that external disbursements are not included in BBT Digital’s prices. The Client agrees to reimburse reasonable business expenses incurred by BBT Digital in the performance of the Services. BBT Digital will always seek authorisation from the Client prior to incurring such expenses.

10.2. BBT Digital agrees to provide the Client with tax invoices for all expenses BBT Digital seeks to have reimbursed.

11. Confidentiality, security and publicity:

11.1. The Client and BBT Digital recognise and acknowledge the confidential nature of the Confidential Information.

11.2. Neither the Client or BBT Digital may use or disclose any Confidential Information other than:

11.2.1. to their respective employees to the extent it is necessary in the performance of the Services;

11.2.2. with the express prior written consent of the party who discloses the confidential information; or

11.2.3. to their professional advisers.

11.3. Neither the Client or BBT Digital may advertise or publicly announce any matter relating to the existence, contents or nature of the engagement for Services without the other party’s prior written consent.

11.4. “Confidential Information” means all trade secrets, know how, financial, marketing, management, technical or other information which is confidential or of a sensitive natures including information regarding business strategy and processes, but excludes information in the public domain.

12. Ownership of Intellectual Property:

12.1. BBT Digital owns on creation all Intellectual Property rights in the software, source code of the software, creative works and documentation supplied under the PFS and these Terms and Conditions until payment for Services in accordance with Clause 9 above has been made.

12.2. BBT Digital upon payment for the Services will take all action and sign all documentation required by the Client to vest ownership of the Intellectual Property with the Client.

13. Client Authority, Exclusivity and Warranties:

13.1. The Client authorises BBT Digital to:

13.1.1. Conduct all activities required to perform the Services, including submitting websites to search engines and any other resources or relevant sites;

13.1.2. Modify any of the Clients websites, including modifying the metadata of any website, for the purposes of providing the Services; and

13.1.3. Use relevant keywords and phrases, including intellectual property belonging to the Client for the purpose of delivering the Services.

13.2. During the term of this agreement, the Client shall not permit any search engine optimisation provider to:

13.2.1. Perform or deliver any service which is within the scope of the Services; or

13.2.2. Have access to any of the Clients websites that are part of the search engine optimisation service.

13.3. The Client agrees that BBT Digital will not be responsible for any of the Client’s websites or search engine rankings if the Client does not comply with clause 13 of these Terms and Conditions.

13.4. Subject to clause 13 of these Terms and Conditions, if the Client is required to give access to the Client’s website to any third party, the Client must give prior notice to BBT Digital.

13.5. The Client warrants that:

13.5.1. The name, address and payment information provided by the Client is correct and the Client agrees to notify BBT Digital of any changes in the name, address and / or payment details.

13.5.2. It possesses the legal right and ability to enter into this agreement and to use BBT Digital’s services in accordance with these Terms and Conditions.

14. BBT Digital Warranties:

14.1. BBT Digital warrants that:

14.1.1. It does not infringe the Intellectual Property of any third party and that it has the right and authority to provide the Services and deliverables of services to the Client.

14.1.2. It has adequate insurance cover for all normal commercial risks, to ensure that any problems encountered by BBT Digital will not result in disruption to the efficient performance of the Services under these Terms and Conditions.

14.1.3. It will carry out its obligations with care, skill and diligence and will employ techniques, methods, procedures and materials of a high quality and standard in accordance with best practice to ensure its obligations are discharged to the best professional standards.

15. Liability and Indemnity:

15.1. To the maximum extent permitted by law, BBT Digital shall not be liable in tort (including negligence), contract, breach of statutory duty or otherwise for any direct, indirect, incidental, special, consequential or punitive damages, or any loss of data, opportunities, reputation, profits or revenues, related to the Services or arising out of or in connection with this Agreement.

15.2. If, notwithstanding clause 15.1, BBT Digital is found to be liable to the Client for any form of loss or damage, then to the maximum extent permitted by law, our maximum aggregate liability to you will not exceed the fees paid by the Client to BBT Digital for the Services in the six months prior to the date on which the claim arose (if applicable).

16. Proofing:

16.1. Proofs, pull samples, specimens, sketches, photographs, links or any representation, whether partial or total of the finished Service Deliverables in whatever form may be submitted to the Client for approval.

16.2. After approval the Client shall have no claim against BBT Digital for errors in the exemplar as approved by them.

17. Non Solicitation:

17.1. The Client agrees:

17.1.1. Not to, directly or indirectly, employ, solicit, engage or direct for the purposes of employment or contracting services any of BBT Digital’s employees or contractors during the term of the term of this agreement and for a period of 12 months thereafter;

17.1.2. That if it does not comply with 17.1.1 above, it will pay to BBT Digital on demand a placement fee of in the case of a BBT Digital employee, 100% of the employee’s total annual remuneration package from BBT Digital (including superannuation and Kiwi Saver).

18. Suspension, Expiry and Termination:

18.1. BBT Digital may suspend the delivery of the Services during any period in which an amount owing by the Client pursuant to this agreement is overdue. If the Client’s final payment is not made BBT Digital reserves the right to remove the Client’s website or Service Deliverable from the live environment until the payment is made.

18.2. If either party is in breach of this agreement then the party alleging the breach may service a default notice of the other party setting out the full particulars of the alleged breach and the acts required to rectify the breach.

18.3. If not terminated sooner under this Clause 18, the engagement of BBT Digital expires at the earlier of the completion of the Services or the finish date specified in the PFS (if any).

18.4. This agreement may be terminated in the following ways:

18.4.1. By either party giving written notice to the other party, in which case this agreement will terminate on the date that is 10 working days after the date such notice is given.

18.4.2. If either party is issued a notice of default pursuant to clause 18.2 and the default alleged therein remains unrectified 10 working days after service of the default notice (and termination will take effect on the 11th working day after service of the default notice provided a notice of termination is given); or

18.4.3. If the other party goes into liquidation, has a receiver, manager or administrator appointed or is declared bankrupt.

18.5. Where the Client issues a notice to terminate the Agreement in accordance with 18.4 above, the Client must pay to BBT Digital all outstanding amounts for Services completed within 10 working days. The Client must also pay a 10% cancellation fee calculated based on the maximum value of the Services quoted in the PFS to be delivered (and would have been delivered but-for the Client’s termination of the agreement) within 10 working days from the date the Client issues the notice to terminate the agreement.

19. Force Majeure:

19.1. Each party may suspend its obligations to perform this agreement if it is unable to perform as a direct result of a Force Majeure Event by notifying the other party giving details of the Force Majeure Event. Any such suspension of performance must be limited to the period during which the Force Majeure Event continues.

19.2. A Force Majeure Event means any war, riot, strike, natural or man-made disaster or other circumstances of a similar nature.

20. Dispute Resolution:

20.1. Where any dispute arises between the parties concerning this Agreement or the circumstances, representations, or conduct giving rise to the Agreement, no party may commence any court or arbitration proceedings relating to the dispute unless that party has complied with the procedures set out in this clause 20.

20.2. The party initiating the dispute (“the first party”) must provide written notice of the dispute to the other party (“the other party”) and nominate in that notice the first party’s representative for the negotiations. The other party must within [15 days] of receipt of the notice, give written notice to the first party naming its representative for the negotiations (“Other Party’s Notice”). Each representative nominated will have authority to settle or resolve the dispute. The parties will cooperate with each other and endeavour to resolve the dispute through discussion and negotiation.

20.3. If the dispute is not resolved within one month following the date of the Other Party’s Notice (or such longer period as may be agreed upon in writing by the parties), either party may utilise any other legal remedies available to it in seeking to resolve the dispute.

21. General provisions:

21.1. Partial Invalidity

21.1.1. If any provision of this Agreement or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of this Agreement and its application will not be affected and will remain enforceable to the greatest extent permitted by law.

21.2. Further assurances

21.2.1. The parties must each do all such further acts (and sign any documents), as may be necessary or desirable for effecting the transactions contemplated by this Agreement.

21.3. Assignment

21.3.1. The Client may not assign or transfer their rights and obligations under this Agreement to any entity without BBT Digital’s written approval. If the Client is a company, any change in effective control shall be deemed an assignment for the purpose of this clause.

21.3.2. You agree that BBT Digital may assign, transfer and/or sub-contract its rights and/or obligations under this Agreement to any third party without your consent.

21.3.3. There are no third party beneficiaries to this Agreement.

21.4. Waiver

21.4.1. No exercise or failure to exercise or delay in exercising any right or remedy by PreviewMe will constitute a waiver by BBT Digital of that or any other right or remedy available to it.

21.5. Governing Law

21.5.1. This Agreement is governed by the laws of New Zealand and the courts of New Zealand have exclusive jurisdiction in respect of any matter concerning use of our Services.