Agreement

Parties
Pregnancy Wellness Limited, NZBN 9429049311211 (PWL)	[Customer name], [company registration number[number]] (Customer)
Background
1. PWL provides the Services. 2. The Customer wishes to use the Services on the terms of this Agreement.
Agreement
3. PWL agrees to provide, and the Customer agrees to use, the Services on the terms of this Agreement. This Agreement comprises this front page, the Specific Terms and the General Terms (attached to this front page). 4. In the event of any inconsistency between the Specific Terms and the General Terms, the Specific Terms will prevail to the extent of that inconsistency.
Signatures
Signature: For and on behalf of PWL	Signature: For and on behalf of the Customer
Name: Kate Sedon	Name:
Date:	Date:
Notice details
Physical address: PDC, Cooks Beach Store, Cooks Beach 3591	Physical address: [Insert]
Email address: [Insert]	Email address: [Insert]
Attention: Kate Sedon	Attention: [Insert]

Specific terms

1. Commencement Date

[Insert].

2. Charges

[$TBC] plus GST for Made for Motherhood

[$TBC] plus GST for Healing the Womb Wounds.

The Charge payable for the Customer’s chosen Service will, where applicable, be set out on the Stripe (or other payment processing provider’s) page at the time of the Customer’s purchase.

3. Made for Motherhood programme contents

The Made for Motherhood programme includes:

(a) 6 weeks of weekly released content on educational and practical information about pregnancy, birth, the newborn stage and adjusting to motherhood.

(b) One weekly group Q&A session with the Individual (or a representative of PWL) for the duration of the 6 weekly period referred to in paragraph (a) above.

(d) Access to a private 'paid members only' Facebook Group during the term of the Customer’s pregnancy.

(e) Access to a private 'paid members only' Facebook Group for 3 months postnatally.

(f) Access to 2 expert guest speaker presentations during the 12 month period of access to the program referred to in paragraph (c) above.

4. Healing the Womb Wounds programme contents

The Healing the Womb Wounds programme includes up to three online sessions with the Individual (or a representative of PWL), with each session lasting between 45-120 minutes (depending on individual circumstances).

5. Additional terms

[Insert or write “Nil” if none].

General Terms

IMPORTANT: These terms are binding on the Customer and it is important that the Customer reads them carefully. The Services are for educational purposes only and do not replace the Customer’s relationship with their midwife, obstetrician, doctor or other health professional. The Services are not intended as a substitute for medical or other professional advice and the use of the Services does not create a healthcare professional/client relationship of any kind. PWL makes no warranties or representations about the accuracy, usefulness, or effectiveness of any of the Services and PWL will not have responsibility or liability for any consequences arising directly or indirectly from any action or inaction taken based on the Services.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions. Unless the context otherwise requires, in this Agreement the following terms shall have the meanings specified:

Agreement	these General Terms together with the front page and the Specific Terms, together being the Agreement.
Calendly	the online appointment scheduling system used by PWL.
Charges	(a) the amounts specified in section 2 of the Specific Terms; and (b) such amounts as may be agreed in writing by the parties from time to time.
Consumer Guarantees Act	the Consumer Guarantees Act 1993.
Content	includes information, documents, materials, videos, recordings, presentations, audio files, data, metadata, text, photographs, written posts and comments and software, provided, or otherwise made accessible on or through the Website, the Facebook Groups or the Services.
Commencement Date	the date specified in section 1 of the Specific Terms.
Customer Data	means all data (including metadata), works and materials uploaded to or stored on the Website or the Facebook Groups by the Customer, transmitted by the Website or the Facebook Groups at the Customer’s instigation, supplied by the Customer to PWL for uploading to, transmission by or storage on the Website or the Facebook Groups or generated by the Website or the Facebook Groups as a result of the use of the Services by the Customer.
Facebook Groups	means the private, members-only groups located on Facebook.com which is operated and administered by PWL.
Force Majeure Event	means an event or occurrence other than lack of funds: (a) which is beyond PWL’s or the Customer’s (as the case may be) reasonable control (including, without limitation, acts of God or the public enemy, flood, earthquake, storm, lightning, fire, explosion, epidemic, pandemic, war, embargoes, riot or civil disturbances, sabotage, expropriation, confiscation or requisitioning of facilities, orders or temporary or permanent injunctions of any duly constituted court of competent jurisdiction); and (b) which PWL or the Customer (as the case may be) could not have taken reasonable measures to prevent.
General Terms	these general terms.
Healing the Womb Wounds	the online programme called “Healing the Womb Wounds” provided by PWL to a Customer, and which includes the content specified in the Specific Terms.
Individual	Kate Sedon.
Intellectual Property	all trade marks, domain names, copyright, patents, registered designs, circuit layouts, rights in computer software, databases and lists, rights in inventions, know-how, and trade secrets and all other intellectual property, in each case whether registered or unregistered (including applications for the grant of any of the foregoing) and all rights or forms of protection having equivalent or similar effect to any of the foregoing which may subsist anywhere in the world, and all rights of action, powers and benefits of the same.
Made for Motherhood	the online pregnancy programme called “Made for Motherhood” provided by PWL to Customers, and which includes the content specified in the Specific Terms.
Personal Information	has the meaning set out in section 2 of the Privacy Act.
Privacy Act	the Privacy Act 2020.
Services	any services ordered by a Customer and that PWL provides to the Customer, including Made for Motherhood, Healing the Womb Wounds and access to any corresponding Facebook Groups for the fixed duration as determined by PWL, or such other services that PWL provides to the Customer from time to time, under this Agreement.
Specific Terms	the specific terms which precede the General Terms.
Term	the term of this Agreement, commencing and ending in accordance with clause 3.1.
Website	the website at www.katesedon.com.
Working Day	has the meaning given to that term in section 4 of the Property Law Act 2007.

1.2 Interpretation. In the interpretation of this Agreement, unless the context otherwise requires:

1.2.1 references to the parties include their respective executors, administrators, successors and permitted assigns;

1.2.2 headings have been inserted for convenience only and shall not affect the construction of this Agreement;

1.2.3 references to clauses and schedules are to those in this Agreement;

1.2.4 including and similar words do not imply any limitation;

1.2.5 where a party is comprised of more than one person, those persons shall be bound by this Agreement jointly and severally; and

1.2.6 a reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them

2. ACCESS TO MEDICAL TREATMENT

2.1 At all times during the Customer’s access to PWL’s Website, Facebook Groups or Services, the Customer remains fully responsible for the Customer’s own health and well-being including the well-being of the Customer’s baby. Any access to any Facebook Group program or therapy or other products or Services are an alternative or complementary form of care and not a replacement to any existing medical treatment that the Customer is undergoing or may require. The Customer agrees that, should the Customer have any concerns concerning their health, diet, medication or any medical conditions, that they will seek the advice of their qualified medical practitioner or medical adviser. The Customer agrees to have their pregnancy monitored and to be cared for by a qualified lead maternity carer or under an obstetrician or general practitioner to ensure the Customer is being fully monitored and has access to the care the Customer needs during pregnancy and the postnatal period.

2.2 The Customer acknowledges that the Individual is not practising as a Midwife or Registered Nurse online and does not provide medical consultations or advice relating to medical, psychological, psychiatric, pregnancy or health conditions. If the Customer requires information or assistance concerning any medical or health related issue then the Customer should seek the advice of their qualified medical practitioner or medical adviser.

3. TERM OF THIS AGREEMENT

3.1 Commencement and Term of this Agreement. The Agreement shall commence on the Commencement Date and shall continue until the earlier of the date that:

3.1.1 all Services have been carried out (and any expiry periods relating to materials that are otherwise made available to the Customer in connection with the Services have expired);

3.1.2 the Agreement is otherwise terminated in accordance with clause 18 of this Agreement.

4. CHANGES

4.1 PWL may change this Agreement at any time by providing the Customer with at least 20 Working Days prior written notice of the change, whether via the Website, by email or by any other messaging facility PWL may use. The Customer’s continued use of the Services after that notice becomes effective constitutes the Customer’s agreement to the changed terms.

5. DUTIES AND OBLIGATIONS

5.1 Provision and use of the Services. PWL agrees to provide, and the Customer agrees to use, the Services on the terms of this Agreement.

5.2. Maintenance. Where practicable, PWL will give the Customer at least 10 Working Days’ prior written notice of any scheduled maintenance that will affect the availability of the Services (including the Website).

6. CHARGES

6.1 Charges. The Customer shall pay the relevant Charges to PWL in accordance with this Agreement.

6.2 Taxes. All amounts stated in or in relation to this Agreement are, unless the context requires otherwise, stated exclusive of goods and services tax, which will be added to those amounts and payable by the Customer to PWL.

6.3 Refund policy. PWL does not offer refunds except:

6.3.1 in the circumstances where the Customer is entitled to one under New Zealand law, including under the Consumer Guarantees Act; or

6.3.2 in PWL’s sole and absolute discretion.

7. PAYMENTS

7.1 Payment method. The Customer must pay the Charges for the Services in advance by either:

7.1.1 bank transfer using such payment details as are notified by PWL to the Customer from time to time (including Stripe) and any bank or other charges incurred in connection with the payment shall be the responsibility of the Customer; or

7.1.2 by online payment where the Customer is paying the Charges on the Website (where the Customer must provide financial information, including credit card or debit card number and the expiration date).

7.2 Instalments. PWL may, from time to time and as confirmed by PWL to the Customer in writing, allow to Customer to pay the Charges by instalments. If PWL agrees to such payment by instalments, then the Customer agrees to:

7.2.1 set up a direct debit or similar payment process to cover the Customer’s instalment payments; and

7.2.2 provide payment of the instalments as and when they fall due in accordance with the instalment plan agreed at the time of purchase; and

7.2.3 remain responsible for providing the instalment payments until the Charge has been paid in full or until the relevant subscription comes to an end in accordance with this Agreement.

If the Customer purchase Services on a monthly subscription basis then the Customer will be liable to make payment every month until the Customer cancels its subscription in accordance with this Agreement. The Customer authorises PWL to request payment of the monthly amount from the Customer’s chosen payment method on a rolling monthly basis.

7.3 Invoice. PWL will issue a tax invoice for the Services to the Customer within 10 Working Days of the month following the month of payment for the Services by the Customer.

7.4 Review of Charges. PWL reserves the right to change PWL’s Charges at any time. Any changes will not affect the price of Services where payment has already been made and a welcome email sent to the Customer.

7.5 Late payment. Without prejudice to any other right or remedy that PWL may be entitled to, where payment of any Charge is overdue by 7 days or longer then:

7.5.1 PWL will be entitled to withhold delivery of all Services until payment is up to date;

7.5.2 the Customer will pay to PWL interest on that outstanding amount. That interest will be paid at the rate of PWL’s bank’s overdraft rate plus 8% per annum, and will be calculated on a daily basis from and including the due date until the outstanding amount (including interest) is paid in full;

7.5.3 any discount or other agreed promotional price change to the Charge will cease to apply and the Customer will be responsible for payment of the full Charge amount; and

7.5.4 if the Customer’s payment is beyond 30 days overdue, PWL shall be entitled to instruct a collection or legal agent to seek recovery of the outstanding amount along with the Customer’s costs, expenses or other liabilities incurred in taking such action, including pursuant to clause 7.

8. CUSTOMER OBLIGATIONS/ACKNOWLEDGEMENT

8.1 Purpose. The Customer must use the Services under the terms of this Agreement, solely for the Customer’s own educational purposes, and lawful purposes. The Customer must not reproduce, resell or make available the Services or the Website or the Facebook Groups or any material contained therein to any third party, or otherwise commercially exploit the Services.

8.2 Terms of use. When accessing the Website or the Facebook Groups, the Customer or anyone using the Customer’s account (if applicable) must comply with the terms of this Agreement.

8.3 Expiry. The Customer acknowledges that:

8.3.1 the ability to make bookings relating to Healing the Womb Wounds expires 6 calendar months following the date of payment of the Charges for Healing the Womb Wounds and that it is not PWL’s responsibility if packages expire before they can be used; and

8.3.2 in relation to Made for Motherhood, access to online course content, Facebook Groups and external speakers expires on the timeframes specified in the Specific Terms.

8.4 Bookings. When the Customer purchases the Healing the Womb Wounds Services, the Customer agrees that they must separately make a booking using Calendly (or such other booking tool notified to the Customer by PWL) following its purchase of the Healing the Womb Wounds The Customer acknowledges and agrees that purchasing the Services does not guarantee them their preferred time or day for the provision of the Healing the Womb Wounds Services.

8.5 Access. Access to some of the Services will require the Customer to have access to a mobile phone, tablet, laptop or computer with a working internet connection. It is the Customer’s sole responsibility to ensure it meets the minimum requirements in order to access and use the Services.

8.6 Facebook Groups. The Customer agrees that where they are admitted to the Facebook Groups that:

8.6.1 while the Facebook Groups are closed/private groups (ie not accessible by unauthorised third parties), other customers of PWL that are in the group will be able to see that the Customer is a member of the group (and as such, by joining a Facebook Group, the Customer consents to certain Personal Information, including the Customer’s name, and medical information being disclosed in the relevant Facebook Group);

8.6.2 the Facebook groups are hosted using Facebook’s services and systems, as such, PWL makes no guarantee as to the safety and security of Content that is uploaded to a Facebook Group;

8.6.3 the Customer must not disclose, reproduce, copy or circulate any information, material or documentation contained in the Facebook Groups, including the names, identities or other Personal Information of other customers in the Facebook Groups;

8.6.4 the Customer must participate in the Facebook Groups in accordance with all applicable laws, rules and regulations relating to the Facebook Groups (including any rules mandated by Facebook itself);

8.6.5 when uploading Content to the Facebook Groups, the Customer confirms:

(a) that Content will not generate obscene, offensive, objectionable or inappropriate content;

(b) that Content will not damage, interfere or degrade the functioning of the Facebook Groups or otherwise;

(c) that Content will not create or send verbal, physical, written or other abuse or unsolicited commercial communications (including threats of abuse or retribution or spam) to any person or cause harm to any person in any way under the Harmful Digital Communications Act 2015;

(d) that Content will not breach any Intellectual Property rights of others;

(e) that Content will not contain negligent, illegal or unlawful material; or

(f) that Content will not breach the privacy, publicity, or other personal rights of others.

(g) that Content will comply with all applicable laws, rules and regulations;

(h) PWL does not guarantee that there will be no loss of the Customer’s Content and that the Customer should maintain copies of all Content it uploads; and

(i) PWL will not be responsible or liable to the Customer or any third party for any Content uploaded to the Facebook Groups by the Customer.

8.7 Provision of information. The Customer must provide true, current and complete information in its dealings with PWL (including when setting up an account), and must promptly update that information so that the information remains true, current and complete.

9. CREATING AN ACCOUNT

9.1 To use the Services the Customer must create an account with a valid email address on the Website and the Customer must provide contact information (like name, phone number and residential address) and financial information (billing phone number and billing address). By registering the Customer agrees that PWL can collect and store this information about them and contact the Customer regarding the Services through the email address and phone number provided.

9.2 To create an account, the Customer must be 18 years of age or over and not have an existing account.

9.3 The Customer agrees to provide accurate, current and complete information during the account registration process and to update such information to keep it accurate, current and complete at all times. If the Customer provides any false or misleading information, PWL may suspend or terminate the Customer’s account in accordance with clause 10.

9.4 During the account registration process, the Customer must choose a password as part of PWL’s security procedures. The Customer must ensure that the password chosen is strong and not to disclose it to any third party.

10. TERMINATING OR SUSPENDING AN ACCOUNT

10.1 PWL has the right to suspend or terminate an account at any time, for any reason or no reason, which need not be disclosed to the Customer. This includes but is not limited to accounts that PWL considers, in its sole discretion, to have been used for inappropriate or objectionable activities, in breach of this Agreement, for non-payment of any amount due under this Agreement, or use in breach of any law in any jurisdiction or which are, or may be, harmful or detrimental to PWL.

10.2 If PWL exercises its discretion under this Agreement to suspend or terminate a Customer’s account, the account will be deactivated or suspended and the Customer will not be able to access any part of their account or any Content and PWL does not have an obligation to delete or return to the Customer any Customer Content it has uploaded to the Facebook Groups or otherwise provided to PWL.

11. PRIVACY

11.1 PWL’s privacy policy is set out in full on its website ([here]). The Customer agrees to comply with the terms of PWL’s privacy policy.

11.2 The Customer acknowledges and agrees that to the extent data processed in the Website, the Facebook Groups or through the use of the Services, contains Personal Information, in collecting, holding and processing that information through the Services, PWL is acting as an agent of the Customer.

11.3 By signing this Agreement, the Customer consents to PWL collecting, using, holding and processing their information (including Personal Information and/or medical information) under this Agreement. The Customer confirms in respect of all Personal Information which is contained in any Content that it uploads to the Website or the Facebook Groups (or provided to PWL in connection with the Services), that it has the right to collect and use that Personal Information and/or medical information and to make it available to PWL and any of PWL’s third party service providers so that PWL can deliver the Services. The Customer further confirms that PWL’s and those third parties’ collection, storage, distribution, disclosure and other use of that Personal Information and or medical information to deliver the Services will not breach any privacy, data protection or other similar law in any jurisdiction.

11.4 The Customer agrees that PWL may store data (including any Personal Information) outside of New Zealand in accordance with the Privacy Act and may access that data from time to time.

11.5 At the request of the Customer all data stored will be deleted by PWL.

12. INTELLECTUAL PROPERTY

12.1 Title. Title to, and all Intellectual Property in, the Services, the Website, and the Facebook Groups remains the property of PWL (and its licensors). The Customer must not contest or dispute that ownership, or the validity of those Intellectual Property rights. Title to, and all Intellectual Property in, the Content uploaded to the Facebook Groups by a Customer remains the property of the Customer (subject to any rules and regulations of Facebook). For the avoidance of doubt, the Customer has no right to access the software code of the Website, either during or after the Term. In addition, the Customer agrees not to reverse engineer, reproduce, duplicate, copy, sell, assign, resell or exploit any portion of the Website and the Services or use or access the same without PWL’s express prior written permission.

12.2 Feedback. If the Customer provides PWL with ideas, comments or suggestions relating to the Services or the Website (together, Feedback), all Intellectual Property in that Feedback, and anything created as a result of that Feedback (including new material, enhancements, modifications or derivative works), are owned solely by PWL.

12.3 Customer Data. The parties agree to the following provisions regarding Customer Data:

12.3.1 The Customer owns all right, title and interest, including Intellectual Property rights, in and to the Customer Data.

12.3.2 The Customer grants to PWL a worldwide non-exclusive licence to copy, reproduce, store, distribute, publish, export, adapt and edit the Customer Data to the extent reasonably required for the performance of PWL’s obligations and the exercise of PWL’s rights under this Agreement.

12.3.3 The Customer confirms that it owns, or is authorised to use, any Intellectual Property rights in any Content it uploads to the Facebook Groups.

13. TAKEDOWN RIGHTS

13.1 PWL may, without any prior notice to the Customer, remove any Content from any Facebook Group or block access to the Facebook Groups (totally or partially) where PWL has received a notice of Intellectual Property infringement or notice of takedown in respect of any Content or where PWL considers the Content to be illegal, inappropriate or otherwise in breach of this Agreement.

14. VIRUSES AND BUGS

14.1 PWL does not guarantee that the Website or access to the Facebook Groups will be secure or free from viruses. The Customer should use its own virus protection software.

14.2 PWL will not be liable for any loss or damage caused by a virus, distributed denial-of-service attack, or other technologically harmful material that may infect the Customer’s computer equipment, computer programs, data or other proprietary material due to the Customer’s use of the Website or the Facebook Groups or to the Customer’s downloading of any Content.

14.3 The Customer must not misuse the Website, the Facebook Groups or the Services by knowingly introducing viruses, trojans, worms, logic bombs or other material which is malicious or technologically harmful. The Customer must not attempt to gain unauthorised access to the Website or the Facebook Groups, the server on which the Website is stored or any server, computer or database connected to the Website or the Facebook Groups. The Customer must not attack the Website via a denial-of-service attack or a distributed denial-of service attack.

15. WARRANTIES, DISCLAIMERS AND LIMITATION OF LIABILITY

15.1 Each party warrants that it has full power and authority to enter into and perform its obligations under this Agreement which, when signed, will constitute a binding obligation on each party.

15.2 PWL makes no warranty about the suitability or quality of the Services or the Website or the Facebook Groups, either express or implied. The Customer must satisfy itself as to the suitability and functionality of the Services and the Website and the Facebook Groups for the Customer’s intended use. To the extent permitted by law, PWL excludes all conditions, warranties, representations or other terms which may apply to the Services and the Website and the Facebook Groups, whether express or implied, including those specified under the Contract and Commercial Law Act 2017.

15.3 To the extent permitted by law, PWL (including PWL’s officers, directors, employees or agents) shall not be liable for any loss or damage in contract, tort or otherwise (including direct, indirect, consequential or other) which may arise as a result, directly or indirectly from the provision of the Services or the Website or the Facebook Groups or the Agreement unless PWL has directly caused it through PWL’s negligence. Under circumstances where PWL’s liability cannot be excluded and where liability may be lawfully limited, PWL’s liability is limited to remedies required under applicable law (including the Consumer Guarantees Act).

15.4 Nothing in this Agreement is intended to limit any rights the Customer may have under the Consumer Guarantees Act or the Fair Trading Act 1986.

15.5 PWL is not liable to the Customer for any change, delay, suspension or cancellation of the Services or the Website or the Facebook Groups that results from an event or situation beyond PWL’s reasonable control such as fire, flood, earthquake, storm or other act of God, war or other conflict, hijacking, electronic interference, epidemic or pandemic (including Covid-19 or similar lockdowns or travel restrictions) or labour shortages.

15.6 Without limiting clauses 2 and 15.4, in no event will PWL’s aggregate liability arising out of or in connection with this Agreement and any use of or inability by the Customer to use the Website, the Facebook Groups and any Services exceed the aggregate of the Charges paid by the Customer to PWL in the 12 calendar months prior to the event giving rise to such liability.

15.7 The Customer indemnifies, and holds PWL’s, and PWL’s officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, any tax, legal and/or accounting fees, arising out of or in connection with the Customer’s breach of this Agreement.

16. DECLARATIONS

16.1 The Customer, and any person making payment for the Services, confirms and acknowledges that by using the Services (and the Website and the Facebook Groups) that:

16.1.1 the Customer has read, understood and accepted this Agreement including these declarations;

16.1.2 where any of the Services require physical exercises, the Customer confirms and agrees that they will, prior to performance of such exercises, obtain clearance from their general practitioner, midwife, obstetrician or qualified health professional;

16.1.3 the Customer understands:

(a) that the Services constitute educational material and do not constitute (and are not a replacement for) medical, health or other advice and do not create a health professional/client relationship between the Customer and PWL;

(b) in certain circumstances, under the Privacy Act, Health Information Privacy Code 2020 or where otherwise required by law, PWL may be required to disclose information about the Customer to third parties (including Personal Information).

SUSPENSION

17.1 PWL has the right to suspend access to the use of the Services at any time where PWL considers it is reasonable to do so. PWL is not required to disclose to the Customer the reason for such suspension. The reasons for suspension may include situations where the Customer has:

17.1.1 used the Services for inappropriate or objectionable activities;

17.1.2 breached this Agreement;

17.1.3 not paid any amount due under this Agreement; or

17.1.4 breached any law in any jurisdiction which is, or may be, harmful or detrimental to PWL or the Website, the Facebook Groups or the Services.

17.2 PWL will not be liable for any loss of revenue or opportunity or any damage, cost or other liability, suffered or incurred by the Customer in connection with suspended access to any part of the Services.

18. TERMINATION

18.1 Termination on notice. The Agreement may be terminated by either party giving the other not less than two calendar months' notice in writing.

18.2 Termination for breach. A party may terminate this Agreement immediately at any time by giving written notice of termination to the other party if:

18.2.1 the other party commits any material breach of this Agreement that is not capable of remedy; or

18.2.2 the other party commits any material breach of this Agreement that is capable of remedy if such breach has not been remedied within 10 Working Days of notice being given by the non-defaulting party to the defaulting party requiring rectification;

18.2.3 if the other party does anything which brings, or may reasonably bring, the party or the Website or the Facebook Groups or the Services into disrepute; or

18.2.4 if the other party ceases to carry on business, ceases to be able to pay its debts as they become due, enters into a composition with its creditors, goes into liquidation, or a receiver and manager or statutory receiver is appointed, or any analogous event occurs.

18.3 Default in payment. PWL may terminate this Agreement immediately at any time by giving written notice to the Customer if:

18.3.1 any amount due to be paid by the Customer to PWL under this Agreement is unpaid by the due date and remains unpaid upon the date that that written notice of termination is given; and

18.3.2 PWL has given to the Customer at least 5 Working Days written notice, following the failure to pay, of its intention to terminate this Agreement under this clause 3.

19. EFFECTS OF TERMINATION

19.1 Survival. Upon the termination of this Agreement, all of the provisions of this Agreement shall cease to have effect, except for those clauses that are intended to survive termination, including clauses, 1, 3, 7, 12, 15, 19, 20, 1, 23.3 23.6 and 23.7.

19.2 Accrued rights. Unless expressly provided otherwise in this Agreement, the termination of this Agreement shall not affect the accrued rights of either party.

19.3 Charges. Within 5 Working Days following the termination of this Agreement for any reason the Customer must pay to PWL any outstanding Charges in respect of Services provided to the Customer before the termination of this Agreement.

19.4 Return or destruction of confidential information. On termination of this Agreement, if requested by a party within 5 Working Days of termination (requesting party), the other party will promptly:

19.4.1 return to the requesting party any confidential information of the requesting party which is in the other party’s possession or control and which is capable of being returned; and

19.4.2 destroy any confidential information of the requesting party which is not capable of being returned.

20. FORCE MAJEURE EVENT

20.1 Notwithstanding any other provision of this Agreement, neither PWL nor the Customer will be liable for any failure or delay in complying with any obligation imposed on such party under this Agreement (excluding any payment obligation) if:

20.1.1 the failure or delay arises from, or in connection with, a Force Majeure Event;

20.1.2 that party, on becoming aware of the Force Majeure Event, promptly notifies the other party in writing of the nature of, the expected duration of, and the obligation(s) affected by, the Force Majeure Event; and

20.1.3 that party uses its reasonable endeavours to:

(a) mitigate the effects of the Force Majeure Event on the performance of that party’s obligations under this Agreement;

(b) perform that party’s obligations which are not affected by the Force Majeure Event; and

21. TESTIMONIALS

22. If the Customer shares testimonials, reviews, comments, information, graphics or images with PWL, the Customer is granting to PWL, free of charge, an irrevocable, royalty-free, worldwide, perpetual licence to exhibit, copy, publish, distribute, use on the Website or any of PWL’s pages, its social media sites or in its advertising and marketing campaigns or email communications, such material in any way as PWL may reasonably require within its business or to lawfully promote its business.

23. GENERAL

23.1 Website. If the Customer is using the Website, the website terms and conditions will also apply (see [URL link]) but this Agreement will prevail if there is any inconsistency.

23.2 Confidentiality. Each party shall keep confidential and secure any information directly or indirectly obtained from any other party or developed or held in respect of this Agreement except disclosure may be made to the parties respective professional advisers, bankers, financial advisers and financiers if those persons undertake or are already subject to a duty to keep the information disclosed confidential.

23.3 No waiver. No breach of any provision of this Agreement will be waived except with the express written consent of the party not in breach. No waiver of any breach of any provision of this Agreement shall be construed as a further or continuing waiver of any other breach of that provision or any breach of any other provision of this Agreement.

23.4 Severability. If a provision of this Agreement is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision of this Agreement would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

23.5 Entire agreement. This Agreement shall constitute the entire agreement between the parties about the subject matter of this Agreement, and shall supersede all previous agreements, arrangements and understandings between the parties in respect of that subject matter. Neither party has relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in this Agreement.

23.6 Dispute resolution. The parties must use all reasonable endeavours to negotiate a satisfactory outcome to any dispute under this Agreement prior to filing court proceedings.

23.7 Law and jurisdiction. This Agreement shall be governed by and construed in accordance with New Zealand law, and the parties submit to the exclusive jurisdiction of the New Zealand courts.

23.8 Counterparts. This Agreement may be executed in counterparts, including by electronic means.

Agreement

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