N’Oreal Campaign

Definition and Interpretations

In this Agreement, unless the context otherwise requires:

a reference to a person includes any other entity or association recognised by law and vice versa;

any reference to any of the parties by their defined terms includes that party’s executors, administrators or permitted assigns or both, or being an incorporated

company, its successors or permitted assigns or both;

every agreement or undertaking expressed or implied by which more persons than one agree or undertake any obligation and derive any benefit under the Agreement binds and is for the benefit of such persons jointly and severally;

a business day means a day on which trading banks in New Zealand are open for business;

“Work Agreement” means a definable scope of work to be delivered on behalf of the Client and agreed to by both parties;

“Project” means any identifiable and definable package of work as agreed between the parties;

“Services” means any service or task performed or provided by the Service Provider and agreed to by the Client under the Agreement;

“Completion” means the completion of any Project or Work Agreement upon receiving written acceptance from the Client. Written acceptance can be in the form

on an email. Completion may also be deemed to be obtained if the Client has not provided written acceptance within 5 business days after the Client receives notification from the Service Provider that the particular Project or Work Agreement in question is complete and the Client has not notified the Service Provider in writing of any further requisitions or otherwise in relation to that Project or Work Agreement.

Payments will be made into a bank account designated by the Service Provider unless agreed otherwise.

Payments

The Client shall pay to the Service Provider the fees set out in the Work Agreement. The fees are due and payable upon the execution of the Agreement.

Payments will become due and owing upon the due date set out in the invoice (“the Due Date”), and the Client agrees to pay the Service Provider on the Due Date.

If the invoice is not paid in full on the Due Date the Client may incur a late payment fee calculated on the unpaid amount from the Due Date to the date that the invoice is paid in full at an annual rate of interest equal to 5% above the current overdraft rate that the

Service Provider has with its principal banker. The Client agrees to pay the late payment fee at this rate.

The Client is not entitled to withhold or set-off payment of any amount due on account of any claim against the Service Provider.

All prices and amounts quoted by the Service Provider are exclusive of GST.

Project Delivery

The Client acknowledges that, unless agreed between the parties in writing, under the terms of the Agreement the Service Provider will complete a scope of work as defined in a specific Work Agreement.

The Client agrees that should the Agreement terminate prior to the end of the Work Agreement, for whatever reason, the Client is liable for and shall pay on invoice and/or demand all fees and charges due for the Project unless the Service Provider agrees other

wise in writing.

Disclaimer

The Service Provider makes no warranty in relation to data, form, content, information or information. The Client agrees to indemnify, defend and hold the Service Provider harm less from and against any claim or action that the Client’s content infringes any third-‐

party’s patents, copyrights, trademark, trade secret or any other property rights.

The Service Provider shall not be responsible for any Client’s or third party hoster) network connection or configuration including without limitation firewalls, servers, databases, routers, hubs, wireless access points or other such equipment. The Service

Provider is not responsible for obtaining, installing or otherwise configuring access to the internet by the Client or any third-party.

The Client agrees to indemnify, defend and hold the Service Provider harmless from and against any claim or action that results from the act of any party not under the Service Provider’s direct control including, but not limited to, data destruction, data corruption,

data dissemination, hacking, viruses or malicious corruption of the Client’s content.

The Service Provider shall not be liable for any damages or losses suffered by the Client resulting from the inadvertent use of trademarked terms in the Client’s advertising campaigns, including but not limited to the use of such terms in Google Adwords Campaigns. The Client agrees to indemnify, defend, and hold the Service Provider harmless from any claim or action arising from the use of trademarked terms in the Client’s advertising campaigns, including any costs, expenses, or damages incurred by the Service Provider as a result of such claim or action.

Notices

All notices, requests or other communication required shall be in writing and shall be deemed to have been received if delivered personally or by email or on the third working day from sending if sent by post.

Responsibilities

The Client shall designate a suitable representative to act as a project manager (“PM”). This PM shall be the principal point of contact between the Service Provider and Client and shall be authorised by the Client to provide written signoff for the required milestones of any aspect of the project.

The Client shall ensure the PM is available for all project meetings.

The Client and/or the PM shall provide any information reasonably requested by the Service Provider in the performance of the Services within a reasonable timeframe.

The Client, either on your own account or as a consultant, partner, agent, contractor, corporate trustee, shareholder or member of any other person or entity, induce, or attempt to induce, any employee, contractor or client of ours to terminate his or her

employment or relationship with us.

The Client agrees that all data, images, software, promotional material or hardware you supply to us (“Your Materials”):

a) are complete and accurate and not likely to mislead or deceive or cause damage to the reputation of any person or company; and

b) will not cause us to infringe upon any person’s Intellectual Property or patent, registered design,

or trademark in the execution of your order and

you agree to indemnify us against any action taken

by a third party against us in respect of any such infringement; and

c) 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.

The Client shall make payments to the Service Provider upon invoice and/or demand.

Intellectual Property

The Service Provider’s working methods, proprietary software, standards, designs and similar shall at all times remain the exclusive property of the Service Provider;

The Service Provider shall not be prevented from supplying or designing any system for any other client or from using any expertise or know-how it has gained or learned from this or prior projects during the preparation or provision of its Services;

In the event that new inventions, designs, techniques or processes evolve in the Service Provider’s performance of the Agreement, the Client agrees that such rights are the property of the Service Provider unless otherwise agreed in writing by the Service

Provider.

Limitation of Liability

Under no circumstances will the Service Provider or its employees or agents be liable in contract, tort (negligence) or any other principle of legal liability, or to compensate the Client for any loss, injury, or damage arising directly or indirectly from:

Any act, omission, error, default or delay by the Service Provider or its employees or agents; or

Any act, omission, error, default or delay in respect of the provision, installation, servicing, use or termination of any Services; or

In any event, under no circumstances will the Service Provider, its employees, or agents be liable to the Client in contract, tort (negligence) or any other principle of legal liability, for loss (whether direct or indirect) of profits, business, or anticipated savings or for any other indirect or consequential loss whatever.

If for any reason the Service Provider is liable to the Client in contract, tort (negligence) or any other principle of legal liability the Service Provider’s liability will not exceed in aggregate the total amount of the sums actually paid by the Client to the Service Provider for the Services the Service Provider provided under this Agreement.

Sub-Contracting

The Service Provider may sub-contract its obligation under the Agreement to any third party.

The Service Provider shall ensure that any third party sub-contractor it sub-contracts work to or otherwise uses is properly trained and has the necessary skills

to perform the services so sub-contracted.

Confidential Information

Each party will keep all information about the Work Agreement, the Services, the Website, Products 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, professional advisors 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 Work Agreement as permitted in these Terms.

Confidential Information does not include information clearly required to be disclosed by law; or is generally known and available without a party having breached

its obligations under this clause 10; or is, or has been, independently and lawfully acquired or developed without the benefit or use of the other party’s Confidential Information.

Termination

Either of us may terminate a Work Agreement by providing written notice to the other party if the other party has either:

a) 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

b) breached a term of the Work Agreement, these

Terms and failed to remedy such breach after

being given written notice allowing at least 30 days

to remedy the breach.

If you have agreed to a Minimum Term in a Work Agreement, you may not terminate that Work Agreement (other than as specified in clause 11.1a) until that Minimum Term is completed.

We may terminate this Agreement on the occurrence of any of the following events

a) 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

b) if in our reasonable opinion, you are using the

Services for any unlawful abusive, or fraudulent

purpose; or

c) if you commit a material breach of this Agreement

or any other Agreement between us, when the

breach is not reasonably capable of being

remedied.

In any case such termination pursuant to this clause does not relieve the Client from its obligation to pay to the Service Provider the amount due for the Work

Agreement under clause 2 of the Agreement.

Upon termination:

a) any amounts owing by the Client to the Service

Provider under the Work Agreement and these

Terms must be paid immediately; and

b) subject to clause 10.5, the Service Provider may be

regarded as discharged from any further

obligations under the Work Agreement.

Marketing

You agree that we may list you on our marketing materials, including on our website; and from time to time, we may send you emails with articles and information about our organisation and products and services that we think may be of interest to you. You may elect not to receive such emails at any time.

Governing Law

These Terms of Service shall be governed by and construed in accordance with the laws of New Zealand, and any disputes will be subject to the exclusive jurisdiction of the courts in New Zealand.

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Daily Inspiration

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John Doe

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Wrapping Up

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Let’s work
together

0800 323 500

Auckland Studio

8B Peters Way,
Silverdale 0932, Auckland
New Zealand

Coromandel Studio

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Whitianga 3510
New Zealand

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