Terms & Conditions

Terms & Conditions

• 1)Definitions

• a)"Whānau Centred Services Limited" means Whānau Centred Services Limited (trading as Whānau Centred Services) and includes its subsidiaries, successors andassignees or any person acting on behalf of and with the authority of Whānau Centred Services Limited.

• b)"Customer" means the person (or persons, if multiple) buying Goods as specified on any invoice or order,and, if there is more than one person, eachperson will be referenced as jointly and severally.

• c)"Goods" means all Goods or Services supplied by Whānau Centred Services Limited to the Customer at the Customer's request from time to time (where the context so permits the terms 'Goods' or 'Services' shall be interchangeable for the other).

• d)"Equipment" means all Equipment including any accessories supplied on hire by Whānau Centred Services Limited to the Customer (and where the context so permits shall include any supply of Services).The Equipment shall be as described on the invoices, quotation, authority to hire, or any other work authorisation form provided by Whānau Centred Services Limited to the Customer.

• e)"Price" means the Price payable for the Goods/Service as agreed between Whānau Centred Services Limited and the Customer in accordance with clause 6 below.

• 2) Acceptance

• a)The Customer is taken to have exclusively accepted and is immediately bound, jointly and severally, bythese terms and conditions if the Customer places an order for or accepts delivery of the Goods/Equipment.

• b)These terms and conditions may only be amended with Authentic Communication

(NVC) Limited's consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Customer and Whānau Centred Services Limited.

• c)Providing that the Customer has authority from that third party to act on its behalf, a Customer may request or organise Whānau Centred Services Limited to provide Services to a third party where that thirdparty is intended (of which agreement to this effect has been receipted by the Customer) to be responsible for the payment (or any part thereof) of the Price then in the event that the third party does not pay for theServices when due, the Customer acknowledges that they shall be liable for the payment of the Price asif they had contracted the Services on their own behalf. If the Customer did not have authority to contract the Services, the Customer acknowledges and agrees that they will be liable for payment of the Price as they have contracted with Whānau Centred Services Limited directly.

• 3)Electronic Transactions Act 2000

a)Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 22 of the Electronic Transactions Act 2002 or any other applicable provisions ofthat act or any regulations referred to in that act.

• 4) Change in Control

a)The Customer shall give Whānau Centred Services Limited not less than fourteen (14) days prior written notice of any proposed change of ownership of the Customer and/or any other change in the Customer's details (including but not limited to, changes in the Customer's name, address, contact phone or faxnumber, or business practice). The Customer shall be liable for any loss incurred by Whānau Centred Services Limited as a result of the Customer's failure to comply with this clause.

• 5)Authorised Representatives

a)Unless otherwise limited as per clause 5(b) the Customer agrees that should the Customer introduce any third party to Whānau Centred Services Limited as the Customer's duly authorised representative, that, once introduced, that person shall have the full authority of the Customer to order any Goods or Services on the Customer's behalf and/or to request any variation to the services on the Customer's behalf, with such authority continuing until all requested Services have been completed or the Customer otherwise notifies Whānau Centred Services Limited in writing that said person is no longer the Customer's duly authorised representative.

b)In the event that the Customer's duly authorised representative as per clause 5(a) is to have only limited authority to act on the Customer's behalf then the Customer must specifically and clearly advise Whānau Centred Services Limited in writing of the parameters of the limited authority granted to theirrepresentative.

c)The Customer specifically acknowledges and accepts that they will be solely liable to Whānau Centred Services Limited for all additional costs incurred by Whānau Centred Services Limited (including any loss of profits) in providing any works, materials, services or variation/s requested by the Customer's duly authorised representative, however subject to the limitations imposed under clause 5(b) (if any).

• 6)Price and Payment

a)At Whānau Centred Services Limited's sole discretion the Price shall be either:

i)as indicated on any invoice provided by Whānau Centred Services Limited to the Customer; or

ii)where Whānau Centred Services Limited has provided a quote, the quoted price (subject to clause 6.2) which will be valid for the period stated in the quotation or otherwise for a period ofthirty (30) days.

Whānau Centred Services Limited reserves the right to change the Price if a variation to Whānau Centred Services Limited's quotation is requested. Any variation from the plan of scheduled Services or specifications of the Goods (including, but not limited to, any variation as a result of increases to Whānau Centred Services Limited in the cost of taxes, levies, materials and labour or where additional Services are required due to the discovery of hidden or unidentifiable difficulties including, but not limited to, obscured machine defects, safety considerations, availability of parts or prerequisite work by any third party not being completed), will be charged for on the basis of any specific rates as provided on Whānau Centred Services Limited's quotation (if any) and will be shown as a variation on the invoice. If no rates were provided on the quotation, the rates will be those standard rates that Whānau Centred Services Limited is charging at the time of the variation.

b)Whānau Centred Services Limited agrees to supply the Goods to the Customer on the presumption that a non-refundable deposit of 10% of the Price is payable and that Whānau Centred Services Limited may waive the requirement at its sole discretion.

c)Time for payment for the Goods (including any Equipment, if any) will be of the essence and the Pricewill be payable by the Customer on the date determined by Whānau Centred Services Limited, whichmay be:

i)on the delivery of the Goods; or

ii)for certain approved Customers (as indicated to those Customers by written confirmation), twenty (20)days following the end of themonth in which a statement is posted to the Customer's address or address for notices; or

iii)the date specified on any invoice or other form as being the date for payment; or

iv)failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Customer by Whānau Centred Services Limited.

d)Payment may be made by cash, electronic/on-line banking or by anyother method as agreed to between the Customer and Whānau Centred Services Limited.

e) Unless otherwise stated the Price does not include GST. In addition to the Price the Customer must pay to Whānau Centred Services Limited an amount equal to any GST Whānau Centred Services Limited must pay for any supply by Whānau Centred Services Limited for the sale of the Goods and/or Equipment. The Customer must pay GST, without deduction or set off of any other amounts, at the sametime and on the same basis asthe Customer pays the Price. In addition, the Customer must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly included inthe Price.

• 7) Delivery of Goods/Equipment

• a)Delivery of the Goods/Equipment is taken to occur at the time that:

i)the Customer or the Customer's nominated carrier takes possession of the Goods/Equipment at Whānau Centred Services Limited' nominated address; or

ii)Whānau Centred Services Limited (or Whānau Centred Services Limited' nominated carrier) delivers the Goods/Equipment to the Customer's nominated address even if the Customer is notpresent at the address.

b)At Whānau Centred Services Limited' sole discretion the cost of delivery is in addition to the Price.

c)The Customer must take delivery by receipt or collection of the Goods/Equipment whenever they are tendered for delivery. In the event that the Customer is unable to take delivery of the Goods/Equipment as arranged then Whānau Centred Services Limited shall be entitled to charge a reasonable fee for a redelivery and/or storage at cost incurred plus Whānau Centred Services Limited's margin at that time, and, if none, 5%.

d)Any time, or date, given by Whānau Centred Services Limited to the Customer is an estimate only. The Customer agrees to accept delivery of the Goods/Services if delayed from the estimated timeframeand Whānau Centred Services Limited will not be liable for any loss or damage incurred by the Customer as a result of the delivery being late.

• 8)Risk to Goods

a)Risk of damage to or loss of the Goods passes to the Customer on Delivery and the Customer mustinsure the Goods on or before Delivery.

b)If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Customer, Whānau Centred Services Limited is entitled to receive all insurance proceeds payable forthe Goods. The production of these terms and conditions by Whānau Centred Services Limited is sufficient evidence of Whānau Centred Services Limited's rights to receive the insuranceproceeds without the need for any person dealing with Whānau Centred Services Limited to make further enquiries.

c)If the Customer requests Whānau Centred Services Limited to leave Goods outside Whānau Centred Services Limited's premises for collection or to deliver the Goods to an unattended location, then such Goods shall be left at the Customer's sole risk.

d) The Customer acknowledges and accepts that the supply of Goods/Equipment for accepted orders maybe subject to availability and if, for any reason, Goods/Equipment are not or cease to be available, Whānau Centred Services Limited reserves the right to vary the Price with alternative Goods/Equipment as per clause 4.2. Whānau Centred Services Limited also reserves the right to halt all Services until such time as Whānau Centred Services Limited and the Customer agree to such changes.

e)Where Whānau Centred Services Limited gives advice or recommendations to the Customer, or the Customer's agent, with specific instructions regarding the use of the Goods and such advice or recommendations are not acted upon then Whānau Centred Services Limited shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of theServices.

Where Whānau Centred Services Limited is required to install the Goods the Customer warrants that the structure of the premises or equipment in or upon which these Goods are to be installed or erected is sound and will sustain the installation and work incidental thereto and Whānau Centred Services Limitedshall not be liable for any claims, demands, losses, damages, costs and expenses howsoever causedor arising in connection with the installation and work incidental thereto.

f)Whānau Centred Services Limited shall not be held responsible for any damage to the Goods or delays to delivery caused by outside agents. Where the Customer requests Whānau Centred Services Limitedto repair such damage then Whānau Centred Services Limited reserves the right to charge theCustomer for any reasonable costs incurred in rectifying such damage.

g)The Customer acknowledges that Whānau Centred Services Limited is only responsible for parts that are replaced by Whānau Centred Services Limited and that in the event that other parts/Goods, subsequently fail, the Customer agrees to indemnify Whānau Centred Services Limited against any loss or damage to the Goods, or caused by the Goods, or any part thereof howsoever arising (including, butnot limited to, flooding and/or damage to any materials).

• 9)Access

a) The Customer shall ensure that Whānau Centred Services Limited has clear and free access to the worksite at all times to enable them to undertake the Services (if applicable to the Services being provided).Whānau Centred Services Limited shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to thenegligence of Whānau Centred Services Limited.

• 10)Title to goods/services

a)Whānau Centred Services Limited and the Customer agree that ownership of the Goods shall not passuntil:

v)The Customer has paid Whānau Centred Services Limited's all the amounts owing to Whānau Centred Services Limited; and

vi)The Customer has met all of its other obligations to Authentic Communication

(NVC) Limited.

b)Receipt by Whānau Centred Services Limited of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or otherwise recognized by the bank as an equivalent status.

• c)It is further agreed that:

• i)until ownership of the Goods passes to the Customer in accordance with clause

12.1 that the Customer is only a bailee of the Goods and must return the Goods to Whānau Centred Services Limited on request.

ii) The Customer holds the benefit of the Customer's insurance of the Goods on trust for Whānau Centred Services Limited and must pay to Whānau Centred Services Limited the proceeds of any insurance inthe event of the Goods being lost, damaged or destroyed.

The Customer must not sell, dispose, or otherwise part with possession of the Goods other than in the ordinary course of business and for market value. If the Customer sells, disposes or parts with possession of the Goods then the Customer must hold the proceeds of any such act on trust for Whānau Centred Services Limited and must pay or deliver the proceeds to Whānau Centred Services Limited on demand.

iii)The Customer should not convert or process the Goods or intermix them with other goods but if the Customer does so then the Customer holds the resulting product on trust for the benefit of Whānau Centred Services Limited and must sell, dispose of or return the resulting product to Whānau Centred Services Limited as it so directs.

iv)The Customer irrevocably authorises Whānau Centred Services Limited to enter any premises where Whānau Centred Services Limited believes the Goods are kept and recover possession of the Goods.

v)Whānau Centred Services Limited may recover possession of any Goods in transit whether or not deliveryhas occurred.

vi)The Customer shall not charge or grant an encumbrance over the Goods nor grant nor otherwise give away any interest in the Goods while they remain the property of Whānau Centred Services Limited.

vii)Whānau Centred Services Limited may commence proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods has not passed to the Customer.

• 11)Personal Property Securities Act 1999 ("PPSA")

a)Upon assenting to these terms and conditions in writing the Customer acknowledges andagrees that:

i)these terms and conditions constitute a security agreement for the purposes of the PPSA; and

ii)A security interest is taken in all Goods/Equipment previously supplied by Whānau Centred Services Limited to the Customer (if any) and all Goods/Equipment that will be supplied in the future by Whānau Centred Services Limited to the Customer.

• b)The Customer undertakes to:

i)sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Whānau Centred Services Limited may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;

ii)indemnify, and upon demand, reimburse Whānau Centred Services Limited for all expenses incurred in registering a financing statement or financing change statement on the Personal Property SecuritiesRegister or releasing any Goods/Equipment charged thereby;

iii)not register a financing change statement or a change demand without the prior written consent ofWhānau Centred Services Limited; and

iv) Immediately advise Whānau Centred Services Limited of any material change in its business practices ofselling Goods which would result in a change in the nature of proceeds derived from such sales.

v)Whānau Centred Services Limited and the Customer agree that nothing in sections 114(1)(a), 117(1)(c), 133 and 134 of the PPSA shall apply to these terms and conditions.

vi) Whānau Centred Services Limited and the Customer also agree that the rights of the Customer as a debtor in sections 116, 119, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA shall not apply to these terms and conditions.

vii)Unless otherwise agreed to in writing by Whānau Centred Services Limited, the Customer waives its right to receive a verification statement in accordance with section 148 of the PPSA.

viii)The Customer shall unconditionally ratify any action taken by Whānau Centred Services Limited under this clause 11.

• 12)Security and Charge

a) In consideration of Whānau Centred Services Limited agreeing to supply the Goods/Equipment, the Customer charges all of its rights, title, and interest (whether joint or several) in any land, realty or otherassets capable of being charged, owned by the Customer either now or in the future, to secure theperformance by the Customer of its obligations under these terms and conditions (including, but notlimited to, the payment of any money).

b)The Customer indemnifies Whānau Centred Services Limited from and against all Whānau Centred Services Limited' costs and disbursements including legal costs on a solicitor and own client basisincurred in exercising Whānau Centred Services Limited's rights under this clause.

c)The Customer irrevocably appoints Whānau Centred Services Limited and each director of Whānau Centred Services Limited as the Customer's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Customer's behalf.

• 13)Customer's Disclaimer

a)The Customer acknowledges that the Goods and Services are bought relying solely upon the Customer'sskill and judgment as to the suitable of the Goods and Services in respect of that Customer's requirements and intention with the Goods and Services.

• 14)Consumer Guarantees Act 1993

a)This agreement is subject to the provisions of the Consumer Guarantees Act 1993 in all cases except where the Customer is contracting within the terms of a trade/business (which cases are specificallyexcluded).

• 15)Defects

The Customer shall inspect the Goods/Equipment on delivery and shall within three (3) days of delivery (time being of the essence) notify Whānau Centred Services Limited of any alleged defect, shortage inquantity, damage or failure to comply with the description or quote. The Customer shall afford Whānau Centred Services Limited an opportunity to inspect the Goods/Equipment within a reasonable timefollowing delivery if the Customer believes the Goods are defective in any way. If the Customer shall failto comply with these provisions the Goods/Equipment shall be presumed to be free from any defect ordamage. For defective Goods/Equipment, which Whānau Centred Services Limited has agreed in writing that the Customer is entitled to reject, Whānau Centred Services Limited's liability is limited to either (at Whānau Centred Services Limited's discretion) replacing the Goods/Equipment or repairing theGoods/Equipment.

a)Goods/Equipment will not be accepted for return for any reason other than those specified in clause15(a) above (or in the case of Equipment hire, normal termination of Equipment hire in accordance with thefull terms and conditions herein).

• 16)Warranty

a) For Goods not manufactured by Whānau Centred Services Limited, the warranty shall be the current warranty provided by the manufacturer of the Goods. Whānau Centred Services Limited shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods.

b)In the case of secondhand Goods, the Customer acknowledges that he has had full opportunity to inspect the same and that he accepts the same with all faults and that no warranty is given by Whānau Centred Services Limited as to the quality or suitability for any purpose and any implied warranty, statutory or otherwise, is expressly excluded. Whānau Centred Services Limited shall not be responsible for any loss or damage to the Goods, or caused by the Goods, or any part thereof howeverarising.

• 17)Default and Consequences of Default

a) Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the dateof payment, at a rate of two and a half percent (2.5%) per calendar month (and accrue on a daily basis) (and at Whānau Centred Services Limited' sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

b)If the Customer owes Whānau Centred Services Limited any money the Customer shall indemnifyWhānau Centred Services Limited from and against all costs and disbursements incurred by Whānau Centred Services Limited in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Whānau Centred Services Limited's collection agencycosts, and bank dishonour fees).

c)Without prejudice to any other remedies Whānau Centred Services Limited may have, if at any time the Customer is in breach of any obligation (including those relating to payment) under these terms and conditions Whānau Centred Services Limited may suspend or terminate the supply of Goods/Equipment to the Customer. Whānau Centred Services Limited will not be liable to the Customer for any loss or damage the Customer suffers because Whānau Centred Services Limited has exercisedits rights under this clause.

d)Without prejudice to Whānau Centred Services Limited's other remedies at law Whānau Centred Services Limited shall be entitled to cancel all or any part of any order of the Customer which remains unfulfilled and all amounts owing to Whānau Centred Services Limited shall, whether or not due forpayment, become immediately payable if:

i) any money payable to Whānau Centred Services Limited becomes overdue, or in Whānau Centred Services Limited's opinion the Customer will be unable to make a payment when it falls due;

ii)the Customer becomes insolvent, convenes a meeting with its creditors or proposes or enters into anarrangement with creditors, or makes an assignment for the benefit of its creditors; or

iii)A receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of theCustomer or any asset of the Customer.

• 18)Cancellation

a)Whānau Centred Services Limited may cancel any contract to which these terms and conditions applyor cancel delivery of Goods/Equipment at any time before the Goods/Equipment are delivered by giving written notice to the Customer. On giving such notice Whānau Centred Services Limited shall repay to the Customer any money paid by the Customer for the Goods/Equipment. Whānau Centred Services Limited shallnot be liable for any loss or damage whatsoever arising from such cancellation.

b)In the event that the Customer cancels delivery of Goods/Equipment the Customer shall be liable for anyand all loss incurred (whether direct or indirectly) by Whānau Centred Services Limited as a direct result of the cancellation (including, but not limited to, any loss of profits).

c)Cancellation of orders for Goods/Equipment made to the Customer's specifications, or for non-stock list items, will definitely not be accepted onceproduction has commenced, or an order has been placed.

• 19)Privacy Act 2020

a)The Customer authorises Whānau Centred Services Limited or Whānau Centred Services Limited'sagent to: access, collect, retain, disclose and use any information about the Customer;

i)for the purpose of assessing the Customer's creditworthiness; or

ii)for the purpose of marketing, selling and delivering the Products and Services to the Customer.

a)The Customer shall have the right to request Whānau Centred Services Limited for a copy of the information about the Customer retained by Whānau Centred Services Limited and the right to request Whānau Centred Services Limited to correct any incorrect information about the Customer held by Whānau Centred Services Limited.

• 20)Unpaid Sellers' Rights

Where the Customer has left any item with Whānau Centred Services Limited for repair, modification, exchange or for Whānau Centred Services Limited to perform any other service in relation to the item and Whānau Centred Services Limited has not received or been tendered the whole of any moneys owing to it by the Customer, Whānau Centred Services Limited shall have, until all moneys owing toWhānau Centred Services Limited are paid:

i)a lien on the item; and

ii)the right to retain or sell the item, such sale to be undertaken in accordance with any legislationapplicable to the sale or disposal of uncollected goods.

a)The lien of Whānau Centred Services Limited shall continue despite the commencement of proceedings, or judgment for any moneys owing to Whānau Centred Services Limited having beenobtained against the Customer.

• 21) General

a)The failure by Whānau Centred Services Limited to enforce any provision ofthese terms and conditionsshall not be treated as a waiver of that provision, nor shall it affect Whānau Centred Services Limited's right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remainingprovisions shall not be affected, prejudiced or impaired.

b)Whānau Centred Services Limited shall be under no liability whatsoever to the Customer for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Customer arising out of a breach by Whānau Centred Services Limited of these terms and conditions (alternatively Whānau Centred Services Limited's liability shall be limited to damages which under no circumstances shallexceed the Price of the Goods/Equipment hire).

c)Whānau Centred Services Limited does not warrant or make any guarantee as to the suitability of its Goods and/or Services nor does it guarantee any particular outcome or result from purchasing the Goods and/or Services, and that our Goods and Services may not be suitable or helpful to your own customers (if the Customer is purchasing the Goods and Services to on-teach/sell).

d)The Customer acknowledges that the Services provided by Whānau Centred Services Limited are purely educational and based on independent and opinions, and that Whānau Centred Services Limited is not providing medical and/or professional therapy services.

e)The Customer acknowledges that the representations made by Whānau Centred Services Limited in respect of the success and purpose of its Goods and Services may not be applicable to the Customer, as the effect and suitability of the Goods and Services differ on a case-by-case basis whereby no particular outcome is guaranteed. The Customer agrees that it will be purchasing the Goods and Services on that basis and will not hold Whānau Centred Services Limited liable, or otherwise seek refund, if the outcome of its purchase of the Goods and Services was not the same as another, or not what the Customer intended. If the Customer believes it requires medical or professional assistance, we recommend that the Customer explores those options, as we cannot assist in that regard.

f) The Customer shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Customer by Whānau Centred Services Limited nor to withhold payment of anyinvoice because part of that invoice is in dispute.

g)Whānau Centred Services Limited may license or sub-contract all or any part of its rights and obligationswithout the Customer's consent.

h)The Customer agrees that Whānau Centred Services Limited may amend these terms and conditions atany time. If Whānau Centred Services Limited makes a change to these terms and conditions, then that change will take effect from the date on which Whānau Centred Services Limited notifies (with notification being by updating the terms on the website www.authenticcommunication.org.nz) theCustomer of such change. The Customer will be taken to have accepted such changes if the Customer makes a further request for Whānau Centred Services Limited to provide Goods/Equipment to theCustomer.

i)Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

j) The Customer warrants that it has the power to enter into this agreement and hasobtained all necessary authorisations to allow it to do so, it is not insolvent and thatthis agreement creates bindingand valid legal obligations on it.

• 22)Equipment

The Equipment is and will at all times remain the absolute property of Whānau Centred Services Limited.

a)If the Customer fails to return the Equipment to Whānau Centred Services Limited then Whānau Centred Services Limited or Whānau Centred Services Limited's agent may (as the invitee of theCustomer) enter upon and into land and premises owned, occupied or used by the Customer, or any premises where the Equipment is situated and take possession of the Equipment, without beingresponsible for any damage thereby caused.

b)The Customer is not authorised to pledge Whānau Centred Services Limited's credit for repairs to theEquipment or to create a lien over the Equipment in respect of any repairs.

• 23) Customer's Responsibilities

a)The Customer shall:

i)Notify Whānau Centred Services Limited immediately by telephone of the full circumstances of any Whānau Centred Services Limited breakdown or accident. The Customer is not absolved from the requirements to safeguard the Equipment by giving such notification;

ii)satisfy itself at commencement that the Equipment is suitable for its purposes;

iii) operate the Equipment safely, strictly in accordance with the law, only for its intended use, and in accordance with any manufacturer's instruction whether supplied by Whānau Centred Services Limited or posted on the Equipment;

iv) ensure that all persons operating or erecting the Equipment are suitably instructed in its safe andproper use; (e) comply with all occupational health and safety laws relating to the Equipment and itsoperation;

v)on termination of the hire, deliver the Equipment complete with all parts and accessories, clean andin good order as delivered, fair wear and tear accepted, to Whānau Centred Services Limited;

vi) keep the Equipment in their own possession and control and shall not assign the benefit of the hirecontract nor be entitled to lien over the Equipment;

vii)not alter or make any additions to the Equipment including but without limitation altering, make any additions to, defacing or erasing any identifying mark, plate or number on or in the Equipment or in any other manner interfere with the Equipment;

viii)employ the Equipment solely in its own work and shall not permit the Equipment of any part thereof tobe used by any other party for any other work;

ix)not exceed the recommended or legal load and capacity limits of the Equipment;

x)not use or carry any illegal, prohibited or dangerous substance in or on the Equipment;

xi)not fix any of the Equipment in such a manner as to make it legally a fixture forming part of anyfreehold;

xii)Indemnify and hold harmless Whānau Centred Services Limited in respect of all claims arising out ofthe Customer's use of the Equipment.

a)Immediately on request by Whānau Centred Services Limited the Customer will pay:

xiii)the new list price of any Equipment that is for whatever reason destroyed, written off or not returned to Whānau Centred Services Limited.

xiv)all costs incurred in cleaning the Equipment;

xv)all costs of repairing any damage caused by the ordinary use of the Equipment up to an amount equal to ten percent (10%) of the new list price of the Equipment;

xvi)the cost of repairing any damage to the Equipment caused by the negligence of the Customer or the Customer's agent;

i)the cost of repairing any damage to the Equipment caused by vandalism, or(in Whānau Centred Services Limited' reasonable opinion) in any way whatsoever other than by the ordinary use ofthe Equipment by the Customer.

• 24) Copyright

a)Whānau Centred Services Limited's catalogue, brochures and flyers, images and website content (including text and images) cannot be reproduced (in whole or in part) in any form without the express permission of Whānau Centred Services Limited.

• 25)Privacy

a)To make the Whānau Centred Services Limited experience easy and informative for the Customer, weneed to collect some information about the Customer. However, we also appreciate that the Customer could have some concerns about giving out personal information about itself. So, whenever we collect information, we will always comply with New Zealand's Privacy Act 2020.

b)When the Customer chooses to enter information while on Whānau Centred Services Limited's website we receive and hold that information. This includes forms the Customer must complete, emails the Customer sends or any other contact the Customer makes with us about Whānau Centred Services Limited.

c)Under no circumstances will we sell, rent or give the Customer's private information including name,address, email to third parties. We collect name and address information solely for the purpose of thedelivery of the Goods and Services.

d)Occasionally we may email the Customer with special discount offers or information about newproducts. On each of these communications, we provide a means by which the recipient may choose tonever receive these emails again.

e)Individual users are not identified in website statistics. These statistics are used to improve the site andmonitor traffic. Under the Privacy Act 2020, the Customer has the right to ask for access to the information we hold about it. So, if the Customer would like to view or delete the information that we holdon it as a user of this website or Customer, contact us.

• 26)Unlawful or prohibited Use

a) As a condition of the Customer's use of the Whānau Centred Services Limited website, the Customer warrants to Whānau Centred Services Limited that it will not use the Whānau Centred Services Limited website for any purpose that is unlawful or prohibited by these terms, conditions, and notices. The Customer may not use the Whānau Centred Services Limited website in any manner which could damage, disable, overburden, or impair the Whānau Centred Services Limited website or interfere with any other party's use and enjoyment of the Whānau Centred Services Limited website. The Customermay not obtain or attempt to obtain any materials or

information through any means not intentionally made available or provided for through the Whānau Centred Services Limited website.

• 27)Use of Communications Services

a)The Whānau Centred Services Limited website may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable the Customer to communicate with the public at large orwith a group (collectively, "Communication Services"), the Customer agrees to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, the Customer agrees thatwhen using a Communication Service, the Customer will not:

i)Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy andpublicity) of others.

ii)Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory,infringing, obscene, indecent or unlawful topic, name, material or information.

iii) Upload files that contain software or other material protected by intellectual property laws (or by rights ofprivacy of publicity) unless the Customer owns or controls the rights thereto or have received allnecessary consents.

iv) Upload files that contain viruses, corrupted files, or any other similar software or programs that maydamage the operation of another's computer.

v)Advertise or offer to sell or buy any goods or services for any business purpose unless suchCommunication Service specifically allows such messages.

vi) Conduct or forward surveys, contests, pyramid schemes or chain letters.

vii)Download any file posted by another user of a Communication Service that the Customer knows, orreasonably should know, cannot be legally distributed in such manner.

viii) Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.

ix) Restrict or inhibit any other user from using and enjoying the Communication Services.

x)Violate any code of conduct or other guidelines which may be applicable for any particularCommunication Service.

xi) Harvest or otherwise collect information about others, including e-mail addresses, without their consent.

xii)Violate any applicable laws or regulations.

b)Whānau Centred Services Limited has no obligation to monitor the Communication Services. However, Whānau Centred Services Limited reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Whānau Centred Services Limited reserves the right to terminate the Customer's access to any or all of the CommunicationServices at any time without notice for any reason whatsoever.

• c)Whānau Centred Services Limited reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation,

legal process or governmental request, or to edit, refuse to post or to remove any information ormaterials, in whole or in part, in Whānau Centred Services Limited's sole discretion.

• d)It is the Customer's responsibility to always use caution when giving out any personally identifying information about itself or its children in any Communication Service. Whānau Centred Services Limited does not control or endorse the content, messages or information found in any Communication Service and, therefore, Whānau Centred Services Limited specifically disclaims any liability with regard to theCommunication Services and any actions resulting from the Customer's participation in any Communication Service. Managers and hosts are not authorized Whānau Centred Services Limitedspokespersons, and their views do not necessarily reflect those of AuthenticCommunication (NVC)Limited.

• e)Materials uploaded to a Communication Service may be subject to posted limitations on usage,reproduction and/or dissemination. The Customer is responsible foradhering to such limitations if the Customer downloads the materials.

• 28)Liability disclaimer

a)The information, software, products, and services included in or available through the Whānau Centred Services Limited website or workshops may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Whānau Centred Services Limited and/or its suppliers may make improvements and/or changes in the Whānau Centred Services Limited website at any time. Advice received via the Whānau Centred Services Limited website should not be relied upon for personal, medical, legal or financial decisions and the Customer should consult an appropriateprofessional for specific advice tailored to its situation.

b)Whānau Centred Services Limited and/or its suppliers make no representations about the suitability,reliability, availability, timeliness, and accuracy of the information, software, products, services and related graphics contained on the Whānau Centred Services Limited website for any purpose, and to the maximum extent permitted by applicable law, all such information, software, products, services and related graphics are provided "as is" without warranty or condition of any kind. Whānau Centred Services Limited and/or its suppliers hereby disclaim all warranties and conditions with regard to thisinformation,

software, products, services and related graphics, including all implied warranties or conditions of merchantability, fitness for a particular purpose, title and non­ infringement.

c)To the maximum extent permitted by applicable law, in no event shall Whānau Centred Services Limited and/or its suppliers be liable for any direct, indirect, punitive, incidental, special, consequentialdamages or any damages whatsoever including, without limitation, damages for loss of use, data orprofits, arising out of or in any way connected with the use or performance of the Whānau Centred Services Limited website, with the delay or inability to use the Whānau Centred Services Limitedwebsite or related services, the provision of or failure to provide services, or for any information, software, products, services and related graphics obtained through the Whānau Centred Services Limited website, or otherwise arising out of the use of the Whānau Centred Services Limited website, whether based on contract, tort, negligence, strict liability or otherwise, even if Whānau Centred Services Limited or any of its suppliers has been advised of the possibility of damages, because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to the Customer. If the Customer is dissatisfied with any portion of the Whānau Centred Services Limited website, or with any of these terms of use, its sole andexclusive remedy is to discontinue using the Whānau Centred Services Limited website.

• 29) Copyright notices

a)All intellectual property rights in the No-Fault Zone game are reserved to the Whānau Centred Services Limited (or its licensor where applicable), and in no way does the Customer's purchase of the No-Fault Zone game transfer those rights to the Customer.

b)All software and accompanying documentation ['Software'] that is available to be downloaded from this Website is protected by copyright. The ownership of such Software is retained by the copyright holder and is not transferred to the Customer. The Customer is licensed to use the Software in accordance with the terms of the relevant licence agreement for such Software. The Customer must read and confirm its acceptance of the licence agreement that accompanies each item of Software prior to downloading thatSoftware.

• 30)Trademarks

a)The names of actual companies and products mentioned herein may be registered trade marks and any rights not expressly granted herein are reserved.

• 31)Intellectual Property

a)The materials displayed on the website www.authenticcommunication.org.nz, and any email from a authenticcommunication.org.nz email address are protected by copyright and other laws of NewZealand, and under similar laws and international conventions abroad. The Customer acknowledges and agrees that all copyright and other property rights that may subsist in this website including text, illustrations, photographs, video, music, sounds, layout, designs, source code, belong to us or, if applicable, to our licensors (together, "our intellectual property").

b)Except with our prior written permission in other cases, the Customer may not in any form or by any means: use, copy, modify, adapt, reproduce, store, distribute, print, display, perform, publish, communicate or otherwise deal in any way with our intellectual property; or commercialise any information, products or services obtained from any part of this Website.

c) By using this website, the Customer also agrees to comply with these terms and conditions.

• 32)Feedback and unsolicited submissions

a) If the Customer gives us feedback about this website or our products or services, the Customer grantsus the right to use that feedback for the purpose of improving our website or services and for any otherpurpose we deem necessary or desirable without being obliged to pay the Customer any compensation in respect of our use of that feedback. If the Customer does send us unsolicited ideas: they will be treated as 'user content' in accordance with these terms of use; and they will be deemed to be non-confidential, and we will not be required to provide any acknowledgement of their source.

• 33)Links to other websites

a) Links and references to other websites are provided to the Customer as a convenience only. Any website the Customer accesses from the Website is independent of Whānau Centred Services Limited. Whānau Centred Services Limited has no control over the content of any other website and does notmake any representations about, and neither endorses nor accepts any responsibility for, the content, validity, accuracy, or use, of any other website. Any such websites may not follow the same privacy obligations as Whānau Centred Services Limited and those third parties are responsible for their own privacy practises. The Customer should check the terms and conditions applicable to those websitesbefore it uses them.