1.     DEFINITIONS AND INTERPRETATION
1.1    Definitions: In this Agreement, background recitals, and any schedules to it, the following words will, unless the context otherwise admits or requires, have the following meanings:
Agreement means these Terms and Conditions and the Proposal..
Commencement Date means the date which the Proposal is accepted by the Client.
Confidential Information means any information, whether verbal, written or otherwise including without limitation documents, pricing, plans, sketches, drawings, literature, processes, technical information, know-how, techniques, methodologies and/or business information which relates to a party, and which is marked or stated to be confidential, or by its nature is reasonably intended to be confidential, but does not include such information which:
(a) is required to be publicly disclosed, from the date of such public disclosure;
(b) was in the public domain on the date of its receipt; or
(c) had entered the public domain after the date of its receipt other than by unauthorised disclosure.
Client means the client named in the Proposal.
Fee means the amount set out in the Proposal and payable by the Client to Brand Value Builders  pursuant to clause 4, as consideration for performance of the Services.
Proposal means Brand Value Builder's  Website and CRM proposal which the Client has agreed to and accepted when accepting these Terms and Conditions.
Intellectual Property means all intellectual property rights, including without limitation trade marks, trade name(s), patents, know-how, copyright, and any other intellectual property.
Services means the services to be performed by Brand Value Builders for the Client as described in the Proposal.
Variation means any variation to the agreed Proposal, with such variation agreed in writing between the parties.
Working Day has the meaning set out in the Companies Act 1993.

2.       SERVICES
2.1    Services: Brand Value Builders will perform the agreed Services as set out in the Proposal or any Variation to the Services as agreed in writing between the parties..
2.2    Term: The term of this Agreement shall commence on the Commencement Date, and will, subject to earlier termination pursuant to clause 8.
2.3    Non-exclusive: The parties acknowledge and agree that this Agreement is non-exclusive in nature, and Brand Value Buildersmay perform services that are similar or identical to the Services for third parties, and that the Client may engage other providers of services that are similar to or identical to the Services.
2.4    Subcontracting: Brand Value Builders may subcontract any or part of the Services, or other obligation pursuant to this Agreement to any third party, in its discretion. Brand Value Builderswill at all times remain responsible for the subcontractors compliance with this Agreement.
2.5    Commencement and completion: Brand Value Builders will, use reasonable endeavours to complete the Services in accordance with the timeline set out in the Proposal.

3.       WARRANTIES
3.1    Service Warranty: Brand Value Builders warrants that the Services will be performed in a professional manner.
3.2    No Warranty: Brand Value Builders does not provide any warranty or representation as to the suitability, operation, results, outcomes, implications, performance or any other similar matter in relation to the Services.
3.3    Exclusions: To the maximum extent permitted by law, all warranties, conditions guarantees and liabilities, whether express or implied by law, trade, custom or otherwise, and whether relating to the quality or fitness for purpose of the Services, quality, title, intellectual property infringement, or otherwise, are expressly excluded.

4.       PRICE AND PAYMENT
4.1    General: The Client shall pay the Fee in the manner described in this clause 4 and in accordance with the Proposal.
4.2    Expenses: In addition to the Fee, the Client shall reimburse Brand Value Builders for pre-approved expenses as agreed between the parties and incurred by Brand Value Builders directly in relation to the Services.
4.3    Information: Brand Value Buildersshall keep and maintain records relating to the time taken to perform the Services, and any expenses that may be claimed pursuant to clause 4.2, and shall make such records available to the Client on request.
4.4    Invoice: Brand Value Builders shall invoice the Client in the manner described in the Proposal.
4.5    Payment: The Client shall pay the amount set out in each invoice within 7 days from the date of the applicable invoice, unless otherwise agreed in writing by Brand Value Builders. All payments shall be made to Brand Value Builders’s nominated bank account, in cleared funds, without deduction or setoff.
4.6    GST: Unless otherwise stated all amounts set out or payable pursuant to this Agreement are exclusive of, and plus, GST.
4.7    Dispute: Should the Client, acting reasonably, dispute the content of any invoice, it shall notify Brand Value Builders in writing (Dispute Notice). The Dispute Notice must be received by Brand Value Builders within 10 Working Days after the date of the invoice. If the parties are unable to resolve a payment dispute within 10 Working Days after the Dispute Notice, either party may refer the matter for resolution pursuant to clause 10.1.

5.       SECURITY AND FAILURE TO PAY
5.1    Security Interest: To secure the Client’s payment and other obligations set out in this Agreement, the Client grants to Brand Value Builders a security interest over all of the Client’s present and after acquired property.
5.2    Cooperation and waiver: The Client agrees to:
(a)      if required by Brand Value Builders, cooperate in good faith with Brand Value Builders to execute the documentation required to register any security interest in favour of Brand Value Builders on the Personal Property Securities Register and protect Brand Value Builders’s interest described in clause 5.1; and
(b)     waive any right to receive a copy of the verification statement, pursuant to s148 of the Personal Property Securities Act 1999.
5.3    Options: If the Client fails to pay any amount on or prior to the applicable due date for payment, or is otherwise in breach of this Agreement, Brand Value Builders may, in its sole discretion, without prejudice to and in addition to any other rights and remedies, do any one or more of the following:
(a)      suspend the provision of the Services and the operation of this Agreement;
(b)     if payment is not made within five Working Days of Brand Value Builders’s written demand, terminate (in whole or in part) this Agreement;
(c)      charge interest at a rate of 1.5% per month on the amount owing, calculated on a daily basis, from the applicable due date for payment until Brand Value Builders receives payment in full;
(d)     take legal or other action to recover the amounts owing and/or appoint a collections agent or other third party to collect the amounts owing; and/or
(e)      enforce any security.
5.4    Costs: All costs and expenses associated with the Client’s default (including legal costs as between solicitor and client, and the costs of taking any action described in clause 5.3) shall be paid by the Client, in addition to any amount owing to Brand Value Builders, on Brand Value Builders’s written demand.

6.       INTELLECTUAL PROPERTY
6.1    Pre-Existing IP: Each party will retain ownership of their Intellectual Property created or existing at the Commencement Date, or developed during the term of this Agreement that is entirely unrelated to this Agreement (Pre-Existing IP) and the other party will have no right, title, interest or claim to the other parties’ Pre-Existing IP. Any Intellectual Property owned by a third party that is used in the performance of the Services, shall remain owned by such third party, and the Client shall be responsible to procure any necessary licence to use such third party owned Intellectual Property.
6.2    New IP: The Client shall, on payment of the Fees in full, own all new Intellectual Property created or developed by Brand Value Builders in performing the Services.
6.3    IP Licence: The Client permits Brand Value Builders to use and modify any of the Client’s Pre-Existing IP to the extent that it is incorporated into the Services, or reasonably required for the Client to make use of the Services.

7.       INFORMATION
7.1    Obligation of confidence: Each party shall hold and maintain all Confidential Information in strict confidence and as a trade secret. Each party shall effect and maintain security measures to safeguard the Confidential Information that are at least as stringent as those effected and maintained by Brand Value Builders for its own Confidential Information.
7.2    Disclosure: A party may only use and disclose Confidential Information to the extent required by law, by a Court of competent jurisdiction, pursuant to the rules of any applicable stock exchange, or as agreed in writing by the parties. Brand Value Builders may use the Client’s Confidential Information as reasonably required in undertaking the Services.
7.3    Privacy: The parties acknowledge that Brand Value Builders may have access to sensitive or personal information held by the Client. As such, Brand Value Builders agrees at all times, to comply with the requirements of the Client, the Client’s relevant policies and procedures and the Privacy Act 2020 in relation to such information. Brand Value Builders agrees that it shall only access or use such information that it is expressly authorised to access by the Client as part of the Services. Any personal information held by the Client shall at all times constitute Confidential Information.
7.4    Media and advertising: The Client agrees to Brand Value Builders publishing the name and logo of the Client on Brand Value Builders’s website for the purpose of advertising the name and general nature of the services that Brand Value Builders has completed for the Client.

8.       TERMINATION
8.1    Termination with cause: A party (Notifying Party) may terminate this Agreement immediately, by providing notice in writing to the other party, if:
8.1.1 the other party commits a material breach of this Agreement and such breach, if capable of remedy, is not remedied within five Working Days of receipt by the other party of written notice of such breach from the Notifying Party;
8.1.2 the other party commits a material breach of this Agreement and such breach is incapable of remedy; or
8.1.3 the other party enters into administration, receivership or liquidation, bankruptcy, is struck off, wound up, reasonably appears to be insolvent or unable to pay its due debts.
8.2    Termination without cause: Brand Value Builders may terminate this Agreement by providing at least 10 Working Days’ notice in writing to the other party.
8.3    Effect of termination of Agreement: If this Agreement is terminated:
8.3.1 Brand Value Builders shall immediately cease provision of the Services, shall issue a final invoice for all of the Services undertaken up to the point of such termination, and notwithstanding clause 4, the Client shall pay such final invoice within 3 Working Days after the date of such invoice;
8.3.2 Each party shall cease use of the other party’s Confidential Information and Intellectual Property, return any equipment, materials and/or property (including without limitation Confidential Information and Intellectual Property); and
8.3.3 such termination shall be without prejudice to any rights and/or obligations of the parties existing at the time of termination or expiry.

9.       LIABILITY
9.1    Indemnity: The Client shall indemnify Brand Value Builders in respect of all liabilities, costs (including full costs between solicitor and client), expenses, claims, damages or demands incurred by Brand Value Builders or any third party resulting from any acts or omissions of the Client (including but not limited to any employee or agent of the Client) and the Client’s breach of this Agreement.
9.2    No Liability: Notwithstanding anything else in this Agreement, Brand Value Builders shall not be under any liability whatsoever to the Client for any indirect loss, consequential loss, loss of profit, loss of bargain, loss of business opportunity, loss of data or exemplary damages or losses suffered by the Client, whether arising out of or flowing from any pre-contractual misrepresentation or breach of this Agreement or not, whether contemplated by this Agreement or not, and whether actionable in contract, tort (including negligence), equity or otherwise.
9.3    Limitation: Notwithstanding clause 9.2 in the event that Brand Value Builders is found liable for any loss or damages, including without limitation the loss set out in clause 9.2, such liability shall be limited to the lower of, the Fee paid by the Client to Brand Value Builders in relation to that part of the Services giving rise to the loss or damage, but in no circumstances will Brand Value Builders’s liability, in aggregate in respect of any and all claims in relation to the value of the Services under the Agreement.
9.4    Proportionate liability: Brand Value Builders shall not be liable for any act, omission, or breach of this Agreement, to the extent that such act or omission has been contributed to by the Client or any other third party.
9.5    Insurance: Brand Value Builders shall take out and maintain during the term of this Agreement public liability insurance, with a reasonable sum insured. A certificate of insurance can be provided on request.

10.    MISCELLANEOUS
10.1     Dispute resolution: In the event of any dispute between the parties in relation to this Agreement, the parties shall first seek to resolve such dispute by promptly giving notice of such dispute to all other parties (Dispute Notice) and cooperatively endeavouring to resolve such dispute. If the dispute remains unresolved within 10 Working Days after the date that the last party was provided with a Dispute Notice, the parties shall then seek a resolution through the use of mediation prior to seeking resolution through the Courts.
10.2     Variations: A variation to this Agreement shall not have effect unless it is in writing between the parties.
10.3     Conflicts: This Agreement governs Brand Value Builders’s provision of the Services to the Client. Any Client terms and conditions provided by the Client shall not apply. The parties agree that any terms and conditions or agreements in effect between the Client and Brand Value Builders prior to the date of this Agreement are of no effect, and shall not apply to the Services.
10.4     Non-circumvent: Each Party will not circumvent or attempt to circumvent the provisions and/or intent of this Agreement.
10.5     Survival: Any clause intended to survive termination or expiry of this Agreement shall so survive, which include without limitation clauses 3, 5, 6, 7 and 9.
10.6     Notices: Notices, communication documents or demands required to be made or served pursuant to this Agreement shall be in writing and signed by the party giving the notice. Any notice or document shall be deemed to be duly given or made if delivered by hand, when so delivered; if sent by post, on the third Working Day following posting to the address specified in the parties’ description or a Project Brief; if communicated by email, when transmitted with no indication of incomplete transmission. Notices shall be given to the contact person, at the respective address, set out in Schedule One. A party may update their contact information in Schedule One by notifying the other party in writing.
10.7     Relationship: This Agreement does not create a joint venture, partnership, agency, or employer/employee relationship between the parties.
10.8     Force majeure: No failure or omission by any party to carry out or observe any of the terms of this Agreement will be deemed a breach of this Agreement if such failure or omission arises from a Force Majeure Event.
10.9     Assignment: The Client shall not assign, transfer or purport to assign or transfer its rights or obligations under this Agreement without the prior written consent of the other party. A transfer or issue of the Client’s shares shall be deemed to be an assignment of this Agreement.
10.10   Governing law: This Agreement shall be governed and interpreted in accordance with New Zealand law, and any dispute arising out of the subject matter of this Agreement shall, subject to clause 10.1, be determined by the New Zealand courts.
10.11   Waiver: A party will not have waived or be deemed to have waived any provision of this Agreement unless such waiver is in writing and signed by that party.
10.12   Severability: If any provision of this Agreement is found to be illegal, invalid or unenforceable, that provision shall be read down to the extent necessary and reasonable in all circumstances to give it a valid operation. If it cannot be so read down, that provision will be void and severable and the remaining provisions will not in any way be affected or impaired.
10.13   Entire Agreement: This Agreement constitutes the entire Agreement and understanding between the parties and supersedes all prior discussions and agreements covering the subject matter of this Agreement.
10.14   Counterparts: This Agreement may be executed in counterparts (which may include electronic copies) and all of which, when taken together constitute the one document.
10.15   Electronic signature: A party may sign this Agreement by way of the application of that party’s electronic signature in accordance with Part 4 of the Contract and Commercial Law Act 2017.