TERMS.

Fees are inclusive of Account / Project Management. The overall strategy will be reviewed and refined quarterly with monthly reporting at a minimum. Quoted 1768 Degrees Ltd (1768degrees.com) fees are invoiced monthly in advance on a retainer basis and are based on a standard $150 hourly rate. The ongoing monthly engagement for will continue for a minimum initial term of 6 months. Any media paid by 1768 Degrees Ltd (1768degrees.com) Ltd is subject to a 10% management fee.

Terms and Conditions 2021

1.1. These terms are incorporated into every contract for the provision of Services between 1768 Degrees Ltd (1768degrees.com) and the Customer. The terms stated below shall apply unless stated to the contrary in any other specification, quote, contract, agency or customer purchase order or acceptance document.

1.2. The provisions of any Quote given by 1768 Degrees Ltd (1768degrees.com) together with these terms and conditions shall constitute the entire arrangement between the parties relating to the provision of the Services by 1768 Degrees Ltd (1768degrees.com) to the Customer (referred to as “this Contract”).

2. DEFINITIONS AND INTERPRETATIONS

2.1. In this Contract, unless the context requires otherwise: “Agency” means the person or Company which engages 1768 Degrees Ltd (1768degrees.com) to carry out Services for an end user customer.

“1768degrees.com” means 1768 Degrees Ltd (1768degrees.com).

“Business Day” means a day on which registered banks are open for business in Auckland excluding Saturdays, Sundays and public holidays.

“Customer” includes (without limitation) the party that requested the Services from 1768 Degrees Ltd (1768degrees.com). and for the avoidance of doubt and where the context permits, the Agency that contracted 1768 Degrees Ltd (1768degrees.com). on behalf of an end user customer.

“Confidential Information” means any Information:

(a) Relating to the Software or the terms of this Contract; or

(b) Relating directly or indirectly to research or development by accounting for, or the marketing or the business of either party or its suppliers or clients; or

(c) Disclosed by either party to the other on the express basis that such Information is

confidential; or

(d) Which might reasonably be expected by either party to be confidential in nature, provided that where Information relates exclusively to one party, nothing in this Contract shall require that party to maintain confidentiality in respect of that information.

“Quote” means the written quote given by 1768 Degrees Ltd (1768degrees.com). to the Customer on or prior to the date of this Contract, for the provision of the Services.

“GST” means goods and services tax in terms of the Goods and Services Tax Act 1985, at the rate prevailing from time to time.

“Information” includes (without limitation) the whole or any part of, and all copies or reproductions in whatever form (whether in a visible, electronic or other form) of:

(a) Any intellectual property, including (without limitation) any listings of the source code or object code of the Software, any flow chart representation of the underlying program structure of the Software, any opinion, projection, idea, concept, process, procedure, plan, design, programme, study, know-how, expertise or other such property;

(b) Any document, data, statement, specification, analysis, report, note, notebook, drawing, manual, letter or any other such material.

“Price” means the price of the Services.

“Services” means the goods and/or services specified by the Customer and agreed to be provided by 1768 Degrees Ltd (1768degrees.com). in the Quote or other written agreement between the parties.

“Software” means computer software developed by 1768 Degrees Ltd (1768degrees.com). and supplied to the Customer, pursuant to this Contract and includes:

(a) Every component of that software;

(b) Any copy of that software.

For the avoidance of doubt, Software does not include open source code used by 1768 Degrees Ltd (1768degrees.com)..

“Specifications” includes any information, instructions, designs, material or functional and performance requirements, provided by the Customer and includes the functional and operating characteristics of the Software.

“1768degrees.com” means 1768 Degrees Ltd (1768degrees.com) Limited.

3. services

3.1. 1768 Degrees Ltd (1768degrees.com). agrees to provide the Customer with the Services on the terms contained in this Contract.

3.2. Where development stages are specified by the Customer, 1768 Degrees Ltd (1768degrees.com). will use its best endeavours to provide the Services in accordance with those development stages.

3.3. Where the installation of the goods and/or services are specified by the Customer and agreed by 1768 Degrees Ltd (1768degrees.com)., 1768 Degrees Ltd (1768degrees.com). will install and test the Services at the Customer’s location.

3.4. When specified by the Customer and agreed by 1768 Degrees Ltd (1768degrees.com)., 1768 Degrees Ltd (1768degrees.com). will provide an appropriate manual for the ongoing operation of the Services.

3.5. When specified by the Customer and agreed by 1768 Degrees Ltd (1768degrees.com)., 1768 Degrees Ltd (1768degrees.com). will give the Customer’s nominated personnel training on how to operate the Software, website or other services provided by 1768 Degrees Ltd (1768degrees.com). pursuant to this Contract. 1768 Degrees Ltd (1768degrees.com). will provide the first three hours at no cost to the Customer. All additional training will be charged by 1768 Degrees Ltd (1768degrees.com). at its usual training rate specified from time to time.

4. QUOTES AND SPECIFICATIONS

4.1. All requests for Services must be made in writing. 1768 Degrees Ltd (1768degrees.com). will not be liable for any errors or omissions arising from an oversight or misrepresentation of verbal instructions by the Customer.

4.2. Quotes/Estimates shall be based on specifications supplied by the Customer at the time of estimating. Quoted times given by 1768 Degrees Ltd (1768degrees.com). are estimates giving an indication of the time involved to complete the proposed work and these may change with extra client specifications.

Where the quote is to be exceeded 1768 Degrees Ltd (1768degrees.com). will immediately notify the customer and issue a revised estimate and obtain acceptance in accordance with clause 4.7.

4.3. Acceptance by the Customer in the form of a customer purchase order of 1768 Degrees Ltd (1768degrees.com).’s quoted costs is required before 1768 Degrees Ltd (1768degrees.com). will commence work.

4.4. The Customer must inform 1768 Degrees Ltd (1768degrees.com). of any changes to the Specifications and/or content of the project in writing, and 1768 Degrees Ltd (1768degrees.com). may increase costs as a result. 1768 Degrees Ltd (1768degrees.com). will keep the Customer informed of any changes to the Price and as per clause 4.2, where the quote is to be exceeded 1768 Degrees Ltd (1768degrees.com). will immediately notify the customer and issue a revised quote and obtain acceptance in accordance with clause 4.3.

4.5. The Customer is responsible for providing relevant, clear and correct Specifications and supporting material requested by 1768 Degrees Ltd (1768degrees.com). in the formal quote, to enable it to provide the Services. If required by 1768 Degrees Ltd (1768degrees.com)., then the relevant material should be provided as digital files.

4.6. A failure by the Customer to deliver clear and/or correct Specifications and/or material to 1768 Degrees Ltd (1768degrees.com). on time may delay delivery of Services. Once 1768 Degrees Ltd (1768degrees.com). has completed the requested services as specified in the quote, the final balance payment will still need to be made, even if the site is not yet live because the client has not delivered material.

4.7. If a Customer requires additional or changed functionality from the deliverables outlined in the Specification, during 1768 Degrees Ltd (1768degrees.com).’s completion of the Services, then 1768 Degrees Ltd (1768degrees.com). will provide an additional quote for that work which will be payable in addition to the initial Quote.

5. PRICE AND PAYMENT: WEBSITE SERVICES

5.1. The Price for the Services is the rate specified in the Quote (except were modified in accordance with this Contract). Prices are in New Zealand dollars unless otherwise stated.

5.2. The Price is exclusive of GST unless otherwise stated.

5.3. Quotes given by 1768 Degrees Ltd (1768degrees.com). to the Customer may be withdrawn at any time. If Quotes given to the Customer are not accepted within 30 Business Days then the Quote will be null and void.

5.4. 1768 Degrees Ltd (1768degrees.com). shall issue an invoice from time to time for the Price of the Services. The Customer shall pay the amount specified in such invoice no later than the 20th of the month following the date of the invoice.

5.5. Where a Customer accepts 1768 Degrees Ltd (1768degrees.com).’s urgency rates, the Price for the Services will be payable on completion of the Services.

5.6. Where a Customer agrees for 1768 Degrees Ltd (1768degrees.com). to commence services, the Price for the Services will be payable as follows: (unless agreed otherwise)

(a) A deposit of 50% is to be paid to 1768 Degrees Ltd (1768degrees.com). on signing of this Contract;

(b) The balance will be invoiced and due when the work is considered complete (see 5.6c) and normal payment terms apply.

(c) work is considered complete when 1768 Degrees Ltd (1768degrees.com). has fulfilled the design and content requirements in consultation with the client.

(d) 1768 Degrees Ltd (1768degrees.com). will act reasonably assisting the client with extra content or tweaks but payment will still be due as per the terms of the final invoice.

(e) The monthly Hosting fee as described in the Quote is due 12 months in advance only in full with the balance payment.

(f) Leased Websites are for a minimum period of 12 months only and according to the monthly price agreed 1768 Degrees Ltd (1768degrees.com). is entitled to any balance owing in the event of default before the 12 month period is over.

(g) Domain names for Leased Sites must be in the control of 1768 Degrees Ltd (1768degrees.com), although in the Registrant will be in the clients name.

(h) Client has the option to buy the Leased website for 50% of the original price after 12 months.

6. FEES: RETAINER SERVICES

6.1. 1768 Degrees Ltd (1768degrees.com) is engaged on a monthly retainer basis.

6.2. Fees are invoiced in advance from the start date, unless otherwise stated.

6.3. Unless specified otherwise, if 1768 Degrees Ltd (1768degrees.com). does not receive an agency discount or commission from 3rd party suppliers greater than 20% the 1768 Degrees Ltd (1768degrees.com). will apply a mark-up to the 3rd party cost so that a 20% margin is achieved.

6.4. Due to external pricing beyond our control, third party fees may vary from time to time. The effective exchange rate charged includes margins to cover exchange rate fluctuations, credit card charges and any other costs incurred when 3rd party costs are not in New Zealand dollars.

6.5. The fees quoted are based on a standard consulting rate of $150 per hour.

6.6. Where advertising media is paid for by 1768 Degrees Ltd (1768degrees.com)., 1768 Degrees Ltd (1768degrees.com). will apply a mark-up of 10% to coer exchange rate fluctuations and management fees.

6.6. A credit check, advance payment or personal guarantee may be requested in some cases.

6.7. The quote is in New Zealand dollars.

6.8. Quote valid for 7 days.

7. DEFAULT

7.1. All overdue amounts payable by the Customer to 1768 Degrees Ltd (1768degrees.com). shall (without prejudice to any other right or remedy of 1768 Degrees Ltd (1768degrees.com).) will bear reasonable payment penalties in accordance with current standard business overdraft rates.

7.2. In the event of default by the Customer of a term of this Contract, 1768 Degrees Ltd (1768degrees.com). reserves the right to discontinue the Service(s) provided to the Customer including, where applicable, the right to shutdown the Customer’s website. If 1768 Degrees Ltd (1768degrees.com). disconnects the Customer’s Service(s) or shuts down the Customer’s website because of a breach of this Contract by the Customer, then a $100 reinstatement fee will be payable to 1768 Degrees Ltd (1768degrees.com). to reactivate the Service(s) or reconnect the website.

7.3. If the Customer is in default then 1768 Degrees Ltd (1768degrees.com). reserves the right to send the overdue account to a collection agency or to issue proceedings against the Customer or Agency for any amounts due and unpaid. Any expenses, disbursements, legal costs, debt collection costs or any other cost incurred by 1768 Degrees Ltd (1768degrees.com). in the enforcement of any right or obligation under this contract shall be paid by the Customer.

7.4. The Agency acknowledges that 1768 Degrees Ltd (1768degrees.com). will be entitled to recover the Price from the Agency regardless of whether the Agency has been paid by its end user customer for the Services.

8. INTELLECTUAL PROPERTY AND SOFTWARE LICENCE

8.1. All material both text and images supplied by the Customer and used in construction of the Customer’s Web site, will remain the Customer’s property. All such material will be assumed to be the property of the Customer and free to use without fear of breach of copyright laws. If the customer is not the actual owner of the copyright, the Customer hereby indemnifies 1768 Degrees Ltd (1768degrees.com). for any claims made against 1768 Degrees Ltd (1768degrees.com). by those copyright owners.

8.2. Except where open source code is used, software codes provided as a part of the Customer’s website or used in the development of the Customer’s Software will remain at all times the property of the Customer. The Customer may sell, redistribute or sublicense the Software code.

8.3. The Customer grants 1768 Degrees Ltd (1768degrees.com). irrevocable right to use the Software code without charge.

8.4. Notwithstanding any other provision contained in this Contract, if any new generic or general business inventions, designs or processes evolve in the performance of the Services, all intellectual property rights in such new inventions, designs or processes shall be the property of 1768 Degrees Ltd (1768degrees.com). unless otherwise agreed in writing by 1768 Degrees Ltd (1768degrees.com).. However, 1768 Degrees Ltd (1768degrees.com). shall obtain the Customer’s consent (which shall not be unreasonably withheld) if 1768 Degrees Ltd (1768degrees.com). wish to use such new inventions, designs or processes for a purpose other than the provision of the Services to the Customer and the use of such inventions, designs or processes for that purpose will significantly adversely affect the Customer.

9. CONFIDENTIAL INFORMATION

9.1. Each party shall maintain as confidential at all times, and shall not at any time, directly or indirectly:

(a) Disclose or permit to be disclosed to any person; or

(b) Use for himself or herself; or

(c) Use to the detriment of the other party, any Confidential Information except:

(i) As required by law; or

(ii) As is already or becomes public knowledge, otherwise than as a result of a breach by the party disclosing or using that Confidential Information or any provisions of this Contract;

or

(iii) As authorised in writing by the other party; or

(iv) To the extent reasonably required for the performance by either party of that party’s obligations under this Contract.

10. CUSTOMER ACTIVITIES

General Conduct

10.1. The Customer must not transmit on or through any of 1768 Degrees Ltd (1768degrees.com).’s Services, any material that 1768 Degrees Ltd (1768degrees.com). considers unlawful, obscene, threatening, abusive, libellous, or encourages conduct that would constitute a criminal offence, or give rise to civil liability, or otherwise violate any local, national or international law.

10.2. The resale of 1768 Degrees Ltd (1768degrees.com).’s Services by the Customer is not authorised, unless specifically approved by 1768 Degrees Ltd (1768degrees.com)..

11. WARRANTIES AND LIMITATION OF LIABILITY

11.1. All warranties implied by customary practice, at law or under statute are excluded to the extent legally permitted except for an implied warranty that work performed by 1768 Degrees Ltd (1768degrees.com). will be fit for the purpose specified and agreed in writing between the parties.

11.2. 1768 Degrees Ltd (1768degrees.com). does not express or impliedly guarantee that the Services supplied in accordance with the Customer’s Specifications are suitable for the Customer’s purpose. Subject to the above 1768 Degrees Ltd (1768degrees.com). will advise the customer if it believes the specifications are not suitable for the customers purposes as soon as it becomes apparent to 1768 Degrees Ltd (1768degrees.com). that the specifications are not suitable for the Customers purposes.

11.3. In providing the Services to the Customer, 1768 Degrees Ltd (1768degrees.com). will not be liable for any loss of profits or any consequential, indirect or special loss, damage or injury of any kind suffered by the Customer, howsoever caused, including without limitation any loss caused by a shut down pursuant to clauses 7.3 or 10.2 of this agreement.

11.4. If 1768 Degrees Ltd (1768degrees.com). is in breach of this Contract then its total liability to the Customer and any other third party is limited to two times the Price for the Services that has actually been paid by the Customer up to and including the alleged or actual breach.

11.5. The Customer indemnifies 1768 Degrees Ltd (1768degrees.com). for any liability incurred by 1768 Degrees Ltd (1768degrees.com). arising from or relating to a breach of this Contract by the Customer.

11.6. 1768 Degrees Ltd (1768degrees.com). will not accept liability for any server outages including website or email downtime. Compensation is not offered

11.7. Unforeseen and intangible extra costs involved to maintain a particular or quoted service, that are not the fault of 1768 Degrees Ltd (1768degrees.com)., will not be covered by 1768 Degrees Ltd (1768degrees.com).. These may include things such as spam email attacks or malware infecting a client’s website or email.

12. CANCELLATION AND SUSPENSION

12.1. Both parties reserve the right to cancel the Service(s) at 60 days notice.

12.2. If either party defaults in the performance of any of its obligations under this Contract, the party not in default may give written notice to the defaulting party specifying the details of the default (“Default Notice”). If the default is not remedied within 5 Business Days of the date the defaulting party receives the Default Notice, the party not in default may cancel this Contract by advising the defaulting party in writing that the Contract has been cancelled.

12.3. If 1768 Degrees Ltd (1768degrees.com). initiates its right of cancellation and the Customer is not in breach of this Contract, then 1768 Degrees Ltd (1768degrees.com). will refund any fees paid in advance by the Customer on a prorated basis.

12.4. The Customer does not have a right to a refund of prepaid fees if the cancellation of the Services and/or the cancellation of this Contract is a direct or indirect consequence of the actions of the Customer.

12.5. Upon cancellation of this Contract by either 1768 Degrees Ltd (1768degrees.com). or the Customer for any reason, the Customer is responsible for deleting or moving its own host registrations from domain registrar(s) within 30 Days of the date of cancellation. The Customer agrees to pay 1768 Degrees Ltd (1768degrees.com). if it is required to de-register the hosts on behalf of the Customer.

12.6. Upon cancellation of this Contract for whatever reason any amount payable by the Customer to 1768 Degrees Ltd (1768degrees.com). under this Contract shall be deemed to have fallen due and payable immediately prior to such cancellation occurring.

12.7. The suspension of any work on the Customers instructions for a period of 30 Days or more shall entitle 1768 Degrees Ltd (1768degrees.com). to payment in full for all work in progress at the time of suspension. 1768 Degrees Ltd (1768degrees.com). reserves the right to revise the Quote for the uncompleted portion of the order before re-commencing any work that formed part of the original Services.

13. GENERAL

13.1. Any functional or creative concepts, ideas, recommendations or designs presented by 1768 Degrees Ltd (1768degrees.com). to the Customer remain the property of 1768 Degrees Ltd (1768degrees.com). until full payment of Services has been received.

13.2. The Customer and 1768 Degrees Ltd (1768degrees.com). will not copy or reproduce any documentation provided as part of the Services except to the extent otherwise authorised in this Contract.

13.3. The Customer will not assign, transfer or sublicense any of its liabilities or rights under this Contract without the prior written consent of 1768 Degrees Ltd (1768degrees.com). which may be withheld at its discretion.

13.4. 1768 Degrees Ltd (1768degrees.com). cannot assign any of its rights or liabilities under this contract without the prior written consent of the customer (which cannot be unreasonably or arbitrarily withheld).

13.5. The Customer grants to 1768 Degrees Ltd (1768degrees.com). the right to use the name of the Customer, and related product(s) or service(s) or a description of the Services provided, in 1768 Degrees Ltd (1768degrees.com). advertising, publicity, or promotions. The customer may withhold approval and notify 1768 Degrees Ltd (1768degrees.com). accordingly.

13.6. This Contract can only be amended or supplemented in writing signed by representatives of both parties.

13.7. If any provision of this Contract is or becomes invalid or unenforceable, that provision shall be deemed deleted from this Contract and such invalidity or non-enforceablity shall not affect the other provisions of this Contract, all of which shall remain in full force and effect to the extent permitted by law, subject to any modifications made necessary by the deletion of the invalid or unenforceable provisions.

13.8. The laws of New Zealand govern this Contract and the parties submit to the non-exclusive

jurisdiction of the New Zealand courts in respect of all matters relating to this Contract.

13.9. The parties will meet and discuss in good faith any dispute between them arising out of this Contract. Neither party may require arbitration or issue any legal proceedings (other than urgent injunction relief) in respect of any dispute unless that party has first taken all reasonable steps to resolve the dispute in good faith with the other party.

13.10. Compatibility of websites to web browsers and mobile platforms is based on W3C Web Standards and we support our sites according to this. We cannot guarantee website compatibility on browsers that do not correctly adhere to W3C standards. Internet Explorer will be supported to version 9.0 and above only, we can support other versions at extra cost.

13.11. Due to the huge diversity of mobile handsets and tablets complete uniformity of design and usability cannot be guaranteed as exactly the same.

14. EMAIL AND SECURITY

14.1. 1768 Degrees Ltd (1768degrees.com). will provide free email addresses with each hosting account but this does NOT include time for setting up email addresses client side. This is a chargeable service.

14.2. 1768 Degrees Ltd (1768degrees.com). recommends using a professional technical company to install a dedicated email service for your company.

15. SOLICITATIONS OF EMPLOYEES

15.1. During the term and for a period of twelve (12) months following termination, each party agrees not to employ, offer employment to, or cause employment or any other engagement to be offered to any person (either on that person’s own account, or as a consultant, or a contractor, or a partner, agent, employee, or in any other capacity) if that person has been an employee of, or consultant to, other other party, without the prior permission of that other party.

15.2. In the even that the prohibition in clause 15.1 is violated, the party in violation will pay the other party half of the person’s annual.

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