Terms and Conditions

1. Introduction

These terms apply to all Services that Madilach Investments Ltd (hereafter known as "we") provide to you anytime whether now or in the future. These always apply except when we have expressly stated otherwise in writing.

2. Services

We may provide you with Business Consulting and Development Services and/or any additional Services (collectively “the Services”) as follows:

Business Consulting and Development Services

We agree with you a proposal of services that includes details of the proposed Business Consulting and Development Services including objectives, expected outcomes and pricing and other details (“proposal”).

You agree to make information and resources available in a timely manner so as to enable us to fulfill the proposal in a timely manner.

We will use our reasonable endeavors to deliver the Business Consulting and Development Services to you in accordance with the proposal.

The proposal is based upon information that you provide to us. Therefore, you must make sure that you fully brief us on all matters. If you do not, the relevant proposal may change.

When the proposal is agreed it is a complete statement of your requirements.

The services will be provided during normal business hours.

3. Project Changes

Sometimes projects require changes which weren't expected at the outset or you may request changes to the Services. This can involve less or more cost to you. If this happens, we will both try and agree upon a variation (including a price variation) to the proposal or if in place, contract of services. If we cannot agree, the Services will continue in accordance with the proposal or contract.

4. Warranties

We warrant that we will provide all our Services with the care, skill and integrity that can be expected from a competent and professional business advisor and consultant.

Also, if we recommend that you use someone else's products or services in conjunction with the Services, you agree that we will have no liability (however arising) in respect of such products or services.

In consideration of you entering an Agreement with Joint Venture Marketing, you warrant the due and punctual payment of all monies payable under such Agreement.

5. Your Responsibilities

When we have, or are going to, supply you with Services, it is your responsibility to:

promptly provide, all the information, assistance and approvals that we may reasonably require;

make best endeavors to fulfill and commit to our recommendations, programs and business development plans and initiatives for the performance improvements of your business.

obtain, and if required pay for, any third party materials as required to facilitate and use in the growth and development of your business.

6. Liability

We will not be liable to you, or any third party, for any: loss or damage to information or data from any cause, breach of security; loss of profit; and incidental, indirect special or consequential loss or damage.

In any event, the maximum aggregate liability of Joint Venture Marketing Ltd to you arising out of any claim for loss and/or damages for any cause will under no circumstances exceed an amount equal to the total charges paid by you under this Agreement in any one year.

The limitations and exclusions of liability in this clause 6 shall apply however liability arises, whether in contract, tort (including negligence), breach of statutory duty or otherwise.

Sometimes we will not be able to fulfill our responsibilities through no fault of our own. Therefore, we are not responsible for any failure or delay to perform our obligations due to events beyond our reasonable control or failure by you to perform any of your responsibilities under this Agreement.

You agree that we should not be exposed to your business and operational risks and so you agree:

that we will not be liable for the results you achieve from your use of the Services, including any loss of profits, costs or damages related to products or services that you sell, or are unable to sell; and

to indemnify us against any third party claims, damages, liabilities, costs and expenses arising out of the conduct of your business, including your use of the Services.

7. Payment

Business Consulting and Development Services

We will invoice you for payments and completion of the Business Consulting and Development Services in accordance with the terms of the proposal or contract.

All charges are in New Zealand dollars and are exclusive of all taxes and duties.

You agree to pay all invoices within 7 days of the invoice date or as stated in the proposal or contract.

If you do not pay on time we may, at our option:

suspend the Services;

terminate the agreement;

refer your account to our debt collection agency; and/or

charge you default interest at a rate of 12% per annum until the actual date of payment of all amounts (including default interest).

8. Confidential Information

Each party will keep all information about the Agreement, Services, and other information 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 and agents abide by these obligations of confidentiality. 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 8; or is, or has been, independently and lawfully acquired or developed without the benefit or use of the other party's Confidential Information.

9. Suspension of Services

If you do not meet all of your responsibilities under this Agreement, we may suspend the provision of services to you without prior notice.

We may also suspend or restrict a service in an emergency or when ever we, or any other appropriate person considers that is necessary or reasonable to protect persons, systems or other property.

10. Termination

Either of us may terminate this Agreement by providing 30 days in advance written notice to the other party if the other party has either:

entered into receivership or liquidation or ceases to trade or entered into a composition with its creditors; or

breached a term of this Agreement and failed to remedy such breach after written notice allowing at least 30 days to remedy the breach.

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

non payment or late payment of invoices, 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

if in our reasonable opinion, you are using the Services for any unlawful purpose; or

if you breach any of your obligations under this agreement and do not remedy such breach (if the breach is capable of being remedied) within 14 days of receiving a notice from us advising you that you are in breach.

Upon termination any amounts owing by you to us under this Agreement must be paid immediately and we may be regarded as discharged from any further obligations under this Agreement.

Termination or cancellation of this Agreement shall not relieve either party from any right, liability, or claim that has accrued before the date of termination or cancellation. The provisions of clauses 6, 7, 8, 9, 11, and 12 will survive termination or cancellation of this Agreement.

11. Your Information

You agree that for the purposes of this Agreement and the performance of our obligations under the Quotation, we may collect information about you. This information may be collected from you and from others.

We will give you access to and, at your request, correct any information we hold about you.

With the exception of any Confidential Information (refer to clause 8.1), you agree to allow us to use the information we hold about you and may exchange this information with our contractors, agents, representatives, and with credit reporting and debt collection agencies.

You consent to us contacting a credit reporting agency to obtain information about you for the purposes of assessing:

your credit worthiness;

or collection of overdue payments

12. Miscellaneous

You agree that, with the exception of urgent interlocutory relief, both of us will attempt to resolve any dispute under this Agreement by the mediation of a mediator in accordance with the rules laid down by LEADR New Zealand Incorporated, such mediation to be held at Auckland .

If at any time any provision of this Agreement is or becomes illegal or unenforceable neither the legal validity nor enforceability of the remaining provisions shall in any way be affected or impaired.

You may not assign any rights or obligations under this Agreement without our prior written consent. We may assign any rights under this Agreement without obtaining your prior approval. We may also sub-contract any of our obligations under this Agreement, but in so doing, will not be relieved of any liability to you under this Agreement.

From time to time we may amend this Agreement. We will notify you in writing of any proposed change and any such change will take effect from the beginning of the next calendar month after the month we give you notice of the change. Your continued use of the Services after that date will constitute your acceptance of those changes.

This Agreement shall be governed by New Zealand law.