1. Definitions

In these conditions the following words and expressions shall have the following meanings:

‘Client Microsite’ means any material posted on the Site for you or on your behalf, including The LM2NZ CV Viewer and / or Directory Pages, Banners and News Stories as set out in the website.

Directory Listing means a display advertisement space on the Client Microsite. Advertising Sales Order means the order placed by the Advertiser with us for Services. Services mean the services, which are set out in the Advertising Sales Order. Site means the Internet website specified on the Sales Order or such other website which we may designate. Standard Rolling Contract shall have the meanings described in the Sales Order. Terms means these terms and conditions of sale. We/Us means Lets Move 2 NZ. You means the company, firm or person filling out the registration form.

2. Conditions

2.1 These Terms shall apply to the supply of all services by us to you. You accept that the Terms will govern all relations between us to the exclusion of any other terms and conditions including any contained in any of your documents which might purport to provide that your terms shall prevail.

2.2 No variation or alteration to these Terms shall be valid unless expressly agreed and confirmed in writing by a Manager of Lets Move 2 NZ.

3. Advertising Sales Orders

3.1 Quotations are (unless otherwise stated) exclusive of VAT and all other taxes and duties. Any variation to prices quoted as a result of government taxes and levies will be for the Advertisers account. Errors and omissions are accepted.

3.2 The Advertisers Registration details is an offer subject to these Terms which becomes binding between us when you submit a completed registration form to us. You must confirm your first advertising order in this way. You may, however, also request additional advertising services (banner ads) or a renewal of a Fixed Term Contract by email.

4. Production and Release of Client Microsite

4.1 To enable us to produce the Client Microsite for your approval, we will require certain information from you, such as copy, artwork, photographs and other such materials. You agree to provide all necessary information if required.

4.2 If you require any changes to the Client Microsite (excluding CV content) once it is live, please let us know. Once you have provided us with any information we may require, we will update the Client Microsite as soon as we can. Any Client Microsite changes may be subject to additional fee.

5. Our Members CV’s

5.1 All CV’s in the LM2NZ CV Viewer are supplied on a ‘adhoc’ basis. Each member application carries one CV, which can be viewed, by a NZ Recruiter or Immigration Consultant as often as required. We have set up our system so that you have direct access to your CV content. Each CV carries one job description, which can be amended or replaced by you as often as required. We are not liable for any content, misuse of terminology or incorrect information supplied within any CV on this Site.

6 Invoicing and Payment

6.1 We will invoice you on receipt of the Completed Registration Form (U.K. Advertisers Only).

6.2 (U.K. Advertisers only) Payment will be made within 14 days of invoice in respect of the Lets Move 2 NZ Advertising products, unless otherwise agreed in writing. Where payment is to be made by invoice you agree to pay by electronic bank transfer or postal order on time (no cheques accepted, business or personal). Time for payment shall be of the essence. You will pay us all sums due, without deduction or set off. Failure to do this could result in a delay in the activation of your Advertising account.

6.3 Without prejudice to any other legal rights we may have, if any sums due to us are not paid on time we shall be entitled to charge interest at 3% over the base rate from time to time of Barclays Bank Plc from the time for payment until payment is received, whether before or after any judgement. Such interest shall become payable immediately upon receipt by you of an invoice for the amount of interest charged. Payment made otherwise than in cash shall be deemed to be made when cleared funds are available to us.

6.4 All sums due in respect of the fees are inclusive of any Value Added Tax or other applicable sales tax.

6.5 We shall be entitled to cease work upon or remove the Client Microsite or elements of it from the Site for such period or periods as we shall in our absolute discretion decide if you shall fail to pay to us any sum due. Such periods shall not affect the running of the contract term.

7. Our Obligations and Limitation of Liability

7.1 We will use reasonable skill and care in providing the Services to you.

7.2 We are proud of our Site, its resilience and reliability, but cannot give any warranty as to its performance or operation, or the accuracy of any data held on it.

7.3 We will use all reasonable endeavours to ensure that the Site is in working order during the term of this Agreement. However we cannot warrant that the use of the Site will be uninterrupted or error-free.

7.4 Our total liability to you in contract, tort (including negligence or breach of statutory duty) or otherwise arising by reason of or in connection with this Agreement shall be limited to the total sum payable by you as set out in the Sales Order.

7.5 We shall have no liability to you for:

• any economic loss of any kind whatsoever, including without limit loss of profit, business contracts, revenues or anticipated savings, or

• for damages to your reputation or goodwill; or

• for any loss resulting from any claim made by any third party; or

• for any special, indirect or consequential loss or damage of any nature whatsoever.

7.6 We shall not be deemed to be in breach of this Agreement or otherwise liable to you for any delay in performance or the non-performance of any of its obligations in this Agreement to the extent that it is due to circumstances beyond our control (including without limitation as a result of server crashes, deletions, corruption, loss or removal of data).

8. Your Warranties and Obligations

8.1 You warrant and represent to us that:

• your contract with us as principal notwithstanding that you may be acting as an agent or media buyer or in some other representative capacity, are authorised to commission the Services with us and you shall indemnify us against any claim made against us by your principal arising from publication of the Client Microsite

All information provided by you for the Client Microsite:

• is complete, accurate and true

• complies with the requirements of all relevant legislation and statutorily recognised regulatory authorities (including the Advertising Standards Authority) for the time being in force such territories as the Client Microsite shall be made available; and

• is not defamatory, threatening, abusive or obscene, does not infringe any third party intellectual property rights and does not contain any other unlawful content.

8.2 You acknowledge that you are responsible for compliance with the obligations set out in clause 8.1 above and that we have no obligation to edit or review the Client Microsite for accuracy and appropriateness. However, as the Client Microsite will appear on the Site we must reserve the right to alter the Client Microsite to comply with any obligation placed upon us or to ensure compliance with the requirements set out in clause 8.1.

8.3 You shall indemnify and keep us indemnified against all claims, costs, expenses or liability whatsoever arising as a result of your breach or non-performance of any of the provisions of these Terms.

9. Intellectual Property Rights

9.1 Any rights (including without limitation, revenue rights and intellectual property rights of any nature (such as, confidential information, copyright, database rights, know-how, trade marks and trade names) created or generated as a result of the operation of the Site during the course of this Agreement shall belong to us.

9.2 You hereby grant a world-wide, perpetual, non-exclusive right and licence to us to use the Client Microsite for inclusion in the Site and in any other manner together with the right to grant sub-licences to any third party on such terms as we may determine.

9.3 Nothing in this Agreement shall be deemed to be the sale or licence of any rights by us to you including without limit any intellectual property rights of any nature.

10. Force Majeure and Frustration of Contract

10.1 We have no liability to you for any loss or damage arising out of circumstances outside our reasonable control including as examples only strikes, labour disputes, fires, floods, accidents or breakdowns of machinery or equipment, or breach of contract by our own or suppliers. In any such circumstances we shall be entitled at any time without prejudice to our other rights to cancel the contract or at our option to effect partial performance.

11. Assignment and Sub-Contracts

11.1 We may assign or transfer to any other person any of our rights, or to sub-contract all or any part of our obligations under any Sales Order if so required.

11.2 You shall not assign or transfer to any other person any of your rights under any Sales Order agreement.

12. Duration

12.1 We offer a standard rolling 12-month Advertising contract. This Agreement will remain in force indefinitely but may be terminated by either of us upon 30 days notice, which may be given at any point after the expiry of the Initial Period. Notice given by You as defined under this clause must be in writing to our Administration Manager.

13. Termination

13.1 Without prejudice to any other claims or rights we may have, we may immediately terminate this Agreement by notice if you:

• fail to pay any amount due on the due date; or

• misuse the Site or bring it into disrepute; or

• enter into any form of insolvency including without limit liquidation, bankruptcy, receivership, administration or are unable to pay your debts as they fall due.

14. Proper Law

14.1 This Agreement is governed by the Laws of England and New Zealand and you submit to the exclusive jurisdiction of the Courts.

15. Notices

15.1 Any notices to be served hereunder shall be sent by first class post, fax or email. Notice shall be deemed served on the second working day after posting.

16. General

16.1 Headings in these Terms have been inserted for convenience only and shall not affect interpretation or construction.

16.2 Any temporary waiver or indulgence by us in exercise of our rights will not restrict us exercising any of our rights at a subsequent date.

16.3 This Agreement contains the whole agreement between us with respect to the subject matter hereof and all other understandings, agreements, warranties, conditions or representations, whether express or implied, statutory or otherwise, are excluded to the fullest extent permitted by law.

© 2007 Lets Move 2 NZ