MEGASOLUTIONS NZ Limited

TermsofService

Updated 19th February 2011

Please read this agreement in its entirety. All users of our service will be bound by this agreement. This agreement applies to all our products and services.

We may change this agreement from time to time. We will notify you about those changes by emailing you, writing to you or by putting a notice on our website. The notice will set out the actual changes or will simply explain their general nature.

Any other changes to the terms of any agreement you may have with us must be accepted by us in writing.

In providing information to the Mega Solutions NZ Ltd., the Client shall ensure compliance with the Copyright Act 1994 as amended and shall identify any proprietary rights that any other person may have in any information provided.

1. Definition of Terms

The following words and expressions shall have meanings hereby assigned to them except where the context otherwise requires:

• "MegaSolutions", "us", "we" and "our" means Mega Solutions NZ Ltd.;
• "Service", means services or products provided by MegaSolutions NZ Ltd. to customer;
• "Client" and "You" means the party or parties who enter into this agreement with MegaSolutions NZ Ltd.

2. Other Terms, Conditions and Policies

Our general site policy sets out our expectations in terms of conduct for anyone visiting our website www.megasolutions.co.nz whether our customer or not. Other separate policies may be applied at any time for our other services or products. If our services are used in contravention of these policies, we reserve the right to withhold, restrict, suspend or cancel your use of them.

3. Our Contact Details

If you need to contact us you can either:

Mega Solutions NZ Ltd.

4. Contract

In providing services to you we will:

• Provide our services with care and skill to the best of our ability
• Begin providing you with services within a reasonable time or in accordance with any agreement we may have with you
• Make sure to the best of our ability that the services we provide do everything we say they will do
• Do our very best to provide our services but at no time will we guarantee that any service will be continuous or fault-free
• Restore any interrupted or faulty service as soon as we reasonably can
• All quotations and tenders are given and contracts are made by the Company subject to and only upon these terms and conditions, which cannot be varied unless previously agreed in writing by an authorised officer of the Company and these terms and conditions supersede any other terms and conditions of the Client and any course of dealing established between the Company and the Client.
• Tenders and quotations may be withdrawn or varied by the Company at any time and unless otherwise specified shall be deemed to be withdrawn automatically at the expiry of 21 days from their date of issue.

5. Specifications

When we supply a service or product to you it is your responsibility to:

• Make sure all the information you provide us with is accurate and complete
• Follow all policies applying to your use of our product or services and any instructions about using them
• Use our products or services in a responsible way so as not to annoy anyone else
• Never introduce anything harmful or destructive (like a virus) nor gain access to, or interfere in any way with our, or anyone else's computer system, website or computer service
• Comply with all the appropriate New Zealand Laws including but not limited to the Privacy Act 1993, the Fair Trading Act 1986, the Copyright Act 1994, the Defamation Act 1992 and any relevant advertising codes of practice and any acts or codes that succeed them
• Make sure that everyone else who uses the products or services we supply to you, or who does anything in relationship with them, also meets these responsibilities
• The Client shall be responsible for ensuring that any designs, specifications, information or instructions supplied by the Client or by any agent or representative of the Client are clear and correct in every particular and meet the Client’s requirements and purposes whether or not the same have been communicated to the Company, and the Client shall indemnify and hold the Company harmless in respect of any liability, loss, injury, damage, demand, cost, charge or expense which may be incurred or sustained by the Company by reason of or arising directly or indirectly out of any claim in respect of any omission, inaccuracy, ambiguity or illegibility in respect of any such designs, specifications, or information or otherwise in relation thereto.
• Any samples illustrations descriptive material or specifications made available by the Company including (but without limitation) designs and estimates of performance, shall not form part of the contract but shall be treated as approximate only unless specifically stated otherwise. All samples and documents containing such illustrative or descriptive material (as well as the copyright therein) shall remain the exclusive property of the Company and must not be copied or loaned or transferred.

6. Website Hosting

We can host your site on the World Wide Web. This brings additional legal and ethical responsibilities to us and you, our customer. However, we will not always be hosting your website. In the event that your website is hosted by a third party, it is your responsibility to review that company's terms and conditions. We will advise you if we are not hosting your website.

Where we are hosting your website we will do our reasonable best to:

• To allow uninterrupted access to your website by Internet users
• In the event of equipment failure, to restore online access by Internet users as fast as possible
• To make safe the data that makes up your website by performing regular and timely backups of your website
• Protect the security of your website from illegal intrusion or attack
• Advise you in advance if our servers need to be shut down for routine maintenance and to keep maintenance time as short as possible

Your responsibilities to us are:

• Maintain, and accept full responsibility for the content of your website in accordance with the New Zealand laws that relate to operation of any business, promotion or advertisement or public offer of any kind
• To refrain from any act or practice that is considered by us as likely to cause harm to our equipment or the operation of our equipment
• To refrain from any act or practice that is regarded by us an unacceptable practice

Unacceptable practices relating to your website include but are not limited to the following:

• Introducing any virus, script or any other thing to your website that is likely to cause harm to us, our equipment or anyone else's website or equipment
• Unauthorised use or attempt to use other customer's account or website including 'tricking' others into releasing their passwords
• Any attempt to gain access to someone else's website or computer system whether they are a our customer or not. Hacking in any form will not be tolerated
• Inclusion of any website content that is considered by us to be offensive or inappropriate to the general Internet community. This includes but is not limited to pornography, bigotry, racism, hatred, instructions or information about illegal activities, promotion of physical harm or injury against any group or individual, any act of copyright infringement including offering pirated computer programmes or links to such programmes or utilities, information used to circumvent manufacturer-installed copy-protect devices including serial or registration cracking utilities and key generators
• Spamming (unsolicited, repeated bulk emailing) in any form

You may choose to include in your website a Bulletin Board System or Chat Room. We accepts no responsibility for the content of any material posted by the users of these services. It is your responsibility to monitor or moderate BBS and Chat Room content.

If your Website includes a BBS or Chat Room you may not allow users to distribute, upload or publish anything that is defamatory, libellous, pornographic, obscene or abusive; promotes hatred, violence or any illegal conduct or other illegal activity or in any way violates any law or the rights of others.

7. Services From Suppliers Other Than Us

You are responsible for your relationship with anyone who does anything else for you; for example, a photographer, a graphic artist, a software supplier or your Internet service provider. If there is a problem with a service or product provided to you by someone other than us, you need to contact these suppliers and not us if there is a problem.

8. Loss or Damage of Software Package

If the software package has not been received following the Company’s notification of delivery to the Client or if it has been received but appears to be in a damaged or corrupted condition, then the Client shall give written notice to the Company of the relevant facts within 3 months of delivery. If such notice is not so given the Company shall not be liable to the Client in respect of any loss or damage suffered by reason damage or corruption.

9. Price and Payment

9.1 Our prices are stated in New Zealand dollars and exclude GST. Customers who reside outside New Zealand are exempt from paying GST.

9.2 Unless otherwise agreed in writing between the Company and the Client the contract price is based on the assumption that the software package will be supplied in one batch and to the Client’s domain address and accordingly the Company may, at its discretion at any time, increase the contract price to take account of any additional costs to the Company by reason of the supply of the goods in more than one batch or to more than one domain address.

9.3 Payment shall be made not later than 7 days from the date of the invoice, time being of the essence of such payment (the Due Date). All payments shall be made in full without deduction in respect of any set-off or counterclaim.

9.4 If payment of any sum payable to the Company is not made on or before the Due Date the Company shall be entitled to charge interest thereafter on such sum at the rate of 4% per annum about the current base rate of the ASB Bank such interest being deemed to accrue from day to day and being compounded on the last day of each calendar month.

9.5 The Company warrants that the software package will be free of any defects of workmanship and further warrants that it will fix any such defects at no charge to the Client should they become apparent within 3 months of the software package being delivered to and accepted by the Client.

9.6 Should any defects become apparent after 3 months or if the Client requires any ongoing Technical Support after delivery of the software package, then the provision of these services shall be charged at the Company’s then current hourly rate.

9.7 Where this Agreement has been entered by an Agent (or a person purporting to act as Agent) on behalf of the Client, the Agent and Client shall be jointly and severally liable for payment of all fees and expenses due to the MegaSolutions under this Agreement.

9.8 We may change our charges from time to time.

10. Retention of Title

If any of the events specified in Clause 14 below shall occur then the Company shall have the right with or without prior notice at any time to take or retake possession and to resell the whole or any part of the software package to the value of all sums due to the Company, without prejudice to any other remedy of the Company.

11. Insolvency or Default

If the Client shall make default in or commit any breach of any of its obligations to the Company (including but not limited to any failure to make payment on the Due Date of the contract price or of any interim payment or other sum payable by the customer to the Company) or if any distress or execution shall be levied upon the Client or if the Client shall offer to make any arrangement with creditors or commit any act of bankruptcy or if any petition in bankruptcy shall be presented against it or if the Client is a limited company any resolution or petition to wind up the Client (other than for the purposes of amalgamation or reconstruction which becomes effective) shall be passed or presented or if a Receiver shall be appointed over the whole or any part of the assets of the Client then all sums outstanding in respect of any goods supplied under any contracts made from time to time between the Client (or any subsidiary, parent or associated company of the customer) and the Company shall be immediately payable to the Company and the Company shall have the right by notice in writing given to the Client to suspend forthwith the design, delivery or supply of any further software packages and to determine any unexecuted contract with the Client or at its option to make partial deliveries, without prejudice to any other remedy which the Company may have.

12. Liability

12.1 The Client shall immediately examine the software package on delivery and on discovery of any faults or defects shall notify the Company thereof in writing within 3 months.

12.2 The Company shall not be liable in any circumstances whatsoever, whether in contract, tort or otherwise, for delay, loss of production, loss of anticipated profits or revenue or contracts, loss of or damage to other property or for any other indirect or consequential loss or damage arising from any cause whatsoever.

12.3 The Company shall not be liable for failing to perform the contract whether wholly or in part if the failure is caused either wholly or in part by any circumstance outside the Company’s control.

12.4 If the Client wishes to rely upon any representation made by or on behalf of the Company but not expressly embodied in any tender, quotation or contract to which these Conditions apply, the Client shall give the Company written notice of such reliance before the Company incurs any obligation consequent upon such representation and the Client shall not otherwise be entitled to rely upon such representation unless the same is specifically agreed to in writing by the Company.

13. Privacy and Security

13.1 We use technology called SSL Secure Sockets Layer. This means that our servers and your PC encrypt (scramble) everything you enter into your computer such as credit card details, billing and delivery address. Other computers are unable to make sense of the encrypted message and therefore the information is kept private. There are visual cues on screen that tell you when you are entering a secure site. The key or padlock icon, which is normally open or absent, appears as a solid icon.

13.2 We do not pass on any of your information to anyone else. In accordance with the Privacy Act 1993, we will only use the personal information provided by you for the purposes of fulfilling your order, or other services requested by you.

13.3 You may request a copy of personal information we hold about you by contacting us in writing either by mail or fax and upon payment of a fee of $35+GST, we will provide you with a copy of the personal data it holds about you by email. We may ask for proof of your identity before providing any information and reserve the right to refuse to provide information requested if identity is not established.

13.4 You may decide not to provide any of the information any of us seeks from you. However, if you do not provide it, we may not be able to provide services to you.

13.5 We may share with network operators any information required to enable you to use any of our products or services; this does not include your name and address.

13.6 We may disclose information about you to law enforcement authorities (such as the Police or the Department of Internal Affairs) if we think it is necessary; for example, to help maintain the law.

14. Cancelation and Termination of Service or Product

14.1 You may cancel any service simply by notifying us in writing either by mail or fax. Where you have agreed to take the service for a minimum period or on a month to month basis, charges for that service will continue to the end of that period or month. Otherwise they will stop immediately. Any initial payment is non-refundable.

14.2 If you do not meet any responsibilities you have to us, or if we reasonably believe you are unable to pay our charges, we may withhold, suspend, restrict or terminate any service at any time.

14.3 We may require you to edit and/or delete material we consider to be unauthorized, defamatory, misleading, objectionable, offensive, illegal or detrimental to our reputation and products or services. If you do not do so to our satisfaction we may edit that material ourselves and may withhold, suspend, restrict or terminate any service or product we supply you without further notice.

14.4 Where we suspend or terminate a service for any of the above reasons we may require you to pay a set-up fee to have your services restored before you can use them again.

14.5 We may also withhold, suspend, restrict or terminate any product or service if we think it reasonable or necessary, for example, if the equipment to provide services to you is unavailable or we need to take steps to protect it.

14.6 We may filter, delete or restrict access to material posted on any website under our control or transmitted via our equipment if you or anyone else does not comply with these terms or any other terms and policies that apply to the use of our products or services.

14.7 Normal charges will continue where any service has been suspended or restricted.

14.8 We may stop providing any service or product to you. We may do this at any time if you do not pay the charges for the products or services or meet your other responsibilities under any agreement you may have with us. Otherwise:

• We will give you one month's notice before we stop providing the service; except,
• Where we have agreed to provide a service for a minimum period or you have paid for it in advance, we will continue to provide that service to you until the end of that period, which may be for more or less than a month.

15. Identification Codes, Usernames and Passwords

15.1 We may allocate identification codes, usernames and passwords for your use depending on which product or service you want. We may change any code or username but will allocate you a new code and/or username. We will always give you as much advance notice as we reasonably can before we make any change.

15.2 You are responsible for keeping confidential your account number, identification code or codes, username and passwords used by or allocated to you. We may assume that any request or instruction we receive is authorised by you if it is received along with suitable verification (for example, you account number, identification code, username or password).

16. The Consumer Guarantees Act 1993

The Consumer Guarantees Act 1993 contains consumer safeguards which may apply to services we provide for you. Any rights you may have under that Act apply in addition to the rights set out above.

17. Intellectual Property Rights

17.1 We may have intellectual property rights in the products or services we provide to you, in your website and in our services including for example, copyright, trade mark and design rights. We retain all our rights when we provide a product or service to you.

17.2 We acknowledge that our clients own the 'Intellectual Property Rights' to all of the data displayed or contained within their website however we retain all rights to the 'source code' that we have developed for the purpose of displaying that data at all times.

18. Notices and Bills

Bills or other notices will be sent to the last physical or electronic address you have given us. We, our agents or representatives, and anyone to whom we have assigned the amounts you owe us, can assume any bill or notice sent by physical post has been delivered five days after it has been posted and any bill or notice sent electronically has been delivered on sending unless we receive a 'failed to deliver' message. Please advise us promptly of any changes to you physical or electronic addresses.

19. Miscellaneous

19.1 The Client shall not assign any rights or obligations under this contract without the written approval of the Company.

19.2 If any clause or provision of this contract is deemed to be illegal, unenforceable, invalid or void, then the validity and enforceability of the remaining sections will not be affected or prejudiced

19.3 This Contract shall be governed by and construed in all respects in accordance with New Zealand law and the customer hereby submits for all purposes of and in connection with this contract to the non-exclusive jurisdiction of the New Zealand courts.