TERMS OF TRADE

These Terms set out all of the terms and conditions that apply to Services that we supply to you.

Any other terms and conditions will not apply unless expressly approved in writing by us for a particular Order.

We may update these Terms on notice to you in writing. Our updated Terms will apply to all Services you order after we have notified you that we have updated our Terms.

You may order Services from us in accordance with our order processes that we advise to you at any time.

All Orders are subject to acceptance by us. We may accept an Order (in whole or in part) by issuing an invoice for the applicable Services, providing the

We are under no obligation to enquire as to the authority of any person placing an Order on your behalf.

You may request Variations to Orders. However, acceptance is at our discretion and is subject to our approval in writing, in accordance with clause 5.

We will use reasonable efforts to provide Services on the date specified in the relevant Order. However, unless expressly agreed otherwise, the date is indicative only.

We will provide the Services at the delivery location set out in the relevant Order or any other location agreed with you in writing.

Subject to clause 13, if the delivery location is at your premises, you must provide our Representatives with suitable access to your premises during normal business hours, together with any assistance reasonably required by our Representatives to perform the Services.

Either party may cancel an Order by written notice if the other party:

If we are unable to provide Services to you, due to reasons beyond our reasonable control, we may cancel the Order (in whole or in respect of any instalment) by giving written notice to you. We will repay you any amount you have paid to us in advance for the relevant Services. We will not be liable for any loss or damage arising from such cancellation.

We may require variations to an Order if we identify factors that affect delivery of the Services to you, before or during our provision of the Services. Any such variations will be submitted to you for approval (Variation Notice). You must respond to a Variation Notice as soon as possible (and within 10 Business Days). We may suspend or delay provision of the Services pending your approval.

If you do not respond to a Variation Notice within 10 Business Days, we may assume that you have accepted the applicable variations.

If you notify us, within 10 Business Days of a Variation Notice, that you do not accept the variations, we will cancel the Order (or, if applicable, the remaining

The Price for Services will be:

We may update our price list at any time on notice to you in advance. Any such updates will only apply to Orders placed after the effective date of the update.

Unless otherwise stated, the Price does not include GST.

We may charge you for disbursements and any expenses reasonably and properly incurred in connection with the provision of the Services, in addition to the Price.

Where we provide a quotation, proposal or estimate:

You must pay us all Amounts Owing to our bank account (notified to you and updated at any time) or any other payment method that we agree with you.

Payment shall be:

If you have any dispute relating to an invoice issued by us, you:

We and you each agree to promptly deal with any disputed invoices and, where possible, to resolve disputes before the due date for payment.

The provision of Services to you on credit is subject to our approval. We may use the services of credit reporters and debt collection agencies (in accordance with clause 14.2).

You must notify us immediately:

We may require that you pay us in advance, or pay a deposit, or provide a guarantee or other security, before we supply Services, as security for any Amount Owing.

If we cancel an Order (for reasons other than your breach of these Terms), we will refund any deposit that you have paid to us in full. Otherwise, any deposit that you pay to us is non-refundable, unless we expressly agree otherwise in writing.

If payment in full of any Amount Owing (which is not subject to a genuine dispute) is not made to us on the due date, we may:

You must reimburse us for any reasonable costs and expenses we incur to recover any Amount Owing, including any debt collection fees or commission and full legal expenses.

We reserve the right to require a guarantee, or any other additional security (at your cost), as security for payment, before we provide Services to you.

Each party will comply with the Health and Safety at Work Act 2015 (HSW Act), including all applicable regulations under the HSW Act, as well as all applicable standards and codes of practice relating to health and safety. In addition, each party will comply with the other party’s pre-notified and reasonable health and safety policies when on the party’s premises.

You must notify us of any known hazards arising from your premises to which any of our Representatives may be exposed while on the premises and ensure that your workplace is without risks to the health and safety of any person.

Each party must consult, co-operate with and co-ordinate activities with all other persons who have a health and safety duty in relation to the same matter in providing the Services (including in connection with the delivery of the Services).

We may collect, use and share Personal Information:

We may use the services of credit reporters and debt collection agencies. We may provide your Personal Information to those agencies in order to use their services. Information disclosed to credit reporters (including default information) will be held by them and used to provide credit reporting services.

If you provide us with any information about a third party (including a representative), or authorise us to collect that information, you confirm that you are authorised by the individual concerned to provide their Personal Information to us or authorise the collection of information about them in accordance with this clause 14. You also confirm that you have informed the individual of their rights to access and request correction of Personal Information.

You (if you are an individual) and your Representatives have the right to access, and request correction of, any of your Personal Information held by us.

Each party must keep confidential all Confidential Information.

Nothing in clause 15.1 prevents a party from disclosing Confidential Information if disclosure is:

We may refer to you as a customer (including by using your logo) and publish any testimonials or references that you provide to us, on our website and associated marketing materials. We will ensure that any such references or testimonials accurately represent your experience with our Services. Please contact us if you do not approve us referring to you in accordance with this clause or have any comments on published content.

We may also use any information that we collect in connection with the Services to improve our Services, for statistical and research purposes, and for general information purposes including to provide industry and market insights (together, Insights), provided that:

To the extent required by law, you grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use and sub-licence information we collect in connection with the provision of Services to you, in accordance with clause 16.1. However, for clarity, we own the intellectual property rights in all Insights.

We (or our licensors) own all rights, title and interest in the intellectual property rights, in the Services at all times.

Any new intellectual property which is created by us or on our behalf, including as a result of, or in connection with, the provision of our Services, will be owned by us, unless otherwise agreed in writing.

You assign all intellectual property rights to us with effect from creation, to the extent required to give effect to clause 16.3 and 16.4, and agree to do all things reasonably required by us to give effect to such assignment.

You warrant that the use by us of any designs, instructions or specifications supplied to us by you will not infringe the intellectual property rights of any other person and indemnify us against any losses, damages, liabilities or costs (including full legal costs) that we may suffer or incur in the event of any such infringement.

If a dispute arises out of or in connection with these Terms, either party may give a notice to the other setting out the details of the dispute (Dispute Notice).

Following receipt of a Dispute Notice:

This clause 17 does not restrict either party from applying to a court for interim measures or any other form of urgent relief at any time. However, neither party may commence any other form of court proceeding without first following the procedure set out in this clause 17.

Each party must continue to perform its obligations in these Terms, despite the existence of a dispute, subject to the termination rights set out in these Terms.

If you are acquiring, or hold yourself out as acquiring, the Services in trade, to the extent permitted by law, you agree that the parties are contracting out of the CGA (to the extent that the CGA would otherwise apply) and that the CGA does not apply to any matters covered by these Terms.

We warrant that all Services are free from material defects in workmanship. However, this warranty will not cover any defect or damage to the extent that it is caused by any fault or defect in our Services resulting from any of your (or your Representatives) acts or omissions (outside of the ordinary use of the Services).

You acknowledge that, except for the warranty set out in clause 19.1 and any written materials that we provide to you:

If you request and authorise us to arrange the provision of Services directly to you by a third party supplier (whether or not such arrangement involves us contracting as your agent), to the extent applicable, these Terms will apply to our

To the extent permitted by law, subject to clause 21.3, our total liability under or in connection with these Terms and the Services is limited to:

Subject to clause 21.3, if we have any liability under or in connection with these Terms, to the maximum extent permitted by law:

Nothing in these Terms (including clauses 21.1 and 21.2) will limit or exclude our liability for:

The limitations and exclusions on liability in this clause 21 will apply irrespective of whether the legal basis for the applicable claim is contract, equity or tort (including negligence). However, this clause 21 does not limit or exclude any rights that you may have under statute.

In no circumstances will we have any liability whatsoever under or in connection with these Terms:

Governing Law: These Terms are governed by and to be construed in accordance with the laws of New Zealand and each party submits to the exclusive jurisdiction of the courts of the Waikato Region in New Zealand.

Previous Agreements: These Terms supersede and replace any previous written agreements between the parties relating to the Services.

Sub-contracting: We may subcontract the performance of our obligations (including to a Related Company), on the basis we remain solely liable to you for the performance of our obligations.

Assignment: You must not assign, novate or transfer your rights or obligations under these Terms without our prior written consent (which may be withheld in our sole discretion). We may assign these Terms to any other person on notice to you (provided that we will request your prior approval (not to be unreasonably withheld or delayed) if the assignment could have any material adverse effect on you). Without limiting the foregoing, we may assign to any other person all or part of the Amount Owing by you to us.

Amendments: Any amendment to these Terms must be in writing signed by each party, except where stated otherwise in these Terms or where we are required to make changes to ensure compliance with applicable laws (in which case we notify you of the changes in writing).

Force majeure: We will not be liable to you for any failure or delay in performing our obligations under these Terms where such failure or delay is caused by events or circumstances beyond our reasonable control, including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic, accident, emergency, order of government or other authority or act of God.

Waiver: A single or partial exercise or waiver of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.

Survival: Any provision of these Terms, which is by its nature a continuing obligation, will survive termination.

Rights of Third Parties: These Terms are not intended to confer a benefit on any person other than the parties to these Terms.

Relationship: We will provide Services to you as an independent service provider. Nothing in these Terms creates a relationship of employment, trust, agency, joint venture, partnership or any other fiduciary relationship between the parties.

Non-exclusive: These Terms are not exclusive and do not impose any restriction on us providing Services to, or you purchasing any product or services from, any other person.

Counterparts: These Terms may be executed in any number of counterparts (including by electronic signature or by email exchange of .pdf copies) which together will constitute the one instrument.

For the purposes of this Part I:

Where these Terms have been made available to you before you act, you agree to be bound by them when you place an Order, accept a quotation or booking, give us a verbal or written go-ahead, pay a deposit or any part of the Price, attend or access a Service, or otherwise ask us to begin providing the Services. Personal Information will be handled in accordance with clause 14 and the Privacy Act 2020.

You must ensure that each Participant you nominate or authorise is made aware of and complies with clauses 28 to 30. We may require a Participant to confirm their acceptance of those obligations before allowing them to attend a Service or access Materials or a Community. You are responsible for their acts and omissions in connection with the Services as if they were your own.

The scope, inclusions, delivery format, timing and Price of the Services will be identified in the applicable Order, booking confirmation or service description. The Services may be provided as a workshop, group or individual programme, course, capability intensive, online Community or other package and may be delivered in person, online or through a combination of delivery methods. A quotation or proposal may form part of an Order but is not required.

We shall exercise reasonable skill, care and diligence in providing the Services. Unless the applicable Order expressly states otherwise, a group Service is designed for the group as a whole and is not individually tailored to every Participant or business.

The Services are provided for educational and capability-building purposes and may include structured education, facilitated analysis, guided application, tools and resources. Unless expressly included in the applicable Order, the Services do not include implementation, outsourced credit control, management of your business, or legal, accounting, tax, investment or financial advisory services.

Every business and its circumstances are different. Outcomes will vary according to factors including the information provided to us, participation in the Services, decisions made, implementation of the learning, and external business or market conditions. We do not guarantee any particular financial, commercial, legal or operational outcome. Examples, scenarios and case studies are provided for learning purposes and do not represent a promise that you will achieve the same or a similar result. Nothing in this clause limits our obligations under clause 26.2 or any right or remedy that cannot lawfully be excluded or limited.

You are responsible for:

Some Services may be eligible for funding, a subsidy, grant, voucher or other financial contribution made available through the Regional Business Partner Network, including the Management Capability Development Fund, or through another government, regional, industry, charitable, private or other funding body (External Funding).

External Funding is subject to the relevant funding body’s eligibility criteria, available funding, assessment process, approval requirements and terms. Registration, a meeting with a Growth Advisor, a referral, an application or the submission of a proposal does not confirm funding. External Funding is confirmed only when the relevant funding body issues formal written approval or a formal booking identifying the Services and funding contribution. We do not determine or guarantee eligibility, approval, the funding amount or payment.

Unless we expressly agree in writing that an Order is conditional on External Funding, your obligation to pay the Price is not conditional on receiving it. If External Funding is declined, reduced, withdrawn, cancelled, expires or is not paid, you remain responsible for the full Price or resulting shortfall, except to the extent the failure to obtain payment was caused by our breach, error or omission. Any cancellation remains subject to these Terms and the applicable Order.

Where External Funding is approved, you remain responsible for the portion of the Price not covered by the funding, GST and any other applicable taxes or charges, and any Services or costs outside the approved funding.

For External Funding, you must provide complete and accurate information and comply with the applicable eligibility, attendance, completion, payment, confirmation and evidence requirements. You authorise us to collect, use and disclose information about you, your business and the Services as reasonably necessary to apply for, administer, claim, audit or report on the funding. This may include disclosure to the Regional Business Partner Network, your Regional Business Partner or Growth Advisor, the Ministry of Business, Innovation and Employment, and another relevant funding body or administrator. Information will be handled in accordance with clause 14 and the Privacy Act 2020.

A funding body is not a party to the agreement between you and us, and we do not act as its agent or representative. Registration of a Service does not constitute approval, accreditation, authorisation or endorsement of us or the Services.

Without limiting clause 16, we or our licensors retain all rights, title and interest, including all intellectual property rights, in the Services and Materials. Payment for or participation in a Service does not transfer ownership of the Services or Materials to you or a Participant.

Subject to compliance with these Terms and payment of all Amounts Owing when due, we grant you and each authorised Participant a limited, non-exclusive, non-transferable and non-sublicensable licence to:

Except as permitted by clause 28.2 or with our prior written consent, you and each Participant must not:

You retain ownership of information and materials you owned before providing them to us and original content created by you. Completing or adapting one of our Materials does not give you ownership of the underlying Material, structure, format, methodology or intellectual property.

If you or a Participant posts or uploads content to a Community, you grant us a non-exclusive and royalty-free licence to host, store, display, reproduce and moderate that content only as reasonably necessary to operate and administer the Services or Community, subject to clauses 14 and 15.

In addition to clause 15, all non-public information disclosed by or about a Participant or their business during a workshop, programme, group session or Community is Group Confidential Information. This includes personal experiences, business, financial or commercial information, challenges, questions, discussions, documents, contributions and a Participant’s identity where their participation is not already public.

You must ensure that each Participant:

Participants may apply general knowledge, skills and learning within their own businesses, provided they do not identify another Participant, disclose Group Confidential Information or use our Materials contrary to clause 28. The confidentiality obligation does not apply where the person concerned has given prior written consent, disclosure is required by law or a Regulator, or the information has lawfully entered the public domain other than through a breach of these Terms.

We will take reasonable steps to communicate and enforce these confidentiality expectations. Because group Services and Communities involve independent Participants, we cannot guarantee another Participant’s compliance. Participants should exercise reasonable judgment about what they disclose and are never required to share commercially sensitive or personal information. Nothing in this clause limits our obligations under clauses 14 and 15.

Each Participant must act respectfully and professionally, contribute to a safe and constructive learning environment, comply with our reasonable facilitation, moderation and security instructions, and respect the privacy, confidentiality and intellectual property rights of others.

A Participant must not:

Without limiting clauses 4 and 10, where we reasonably believe that a Participant has breached these Terms or that their conduct creates a material risk to a Service, Community or another person, we may take proportionate action. This may include giving a warning, moderating or removing content, restricting participation, suspending or removing Community access, or requiring the Participant to leave a session.

We may act immediately without prior warning where reasonably necessary to address serious conduct or an immediate risk. For a less serious or remediable concern, we will, where reasonably practicable, explain the concern and give the Participant a reasonable opportunity to stop or remedy the conduct. Restricting or removing a Participant does not itself cancel the applicable Order or automatically entitle you to a refund. Cancellation and refunds remain governed by clauses 4 and 9, the applicable Order and applicable law.