1   APPLICATION OF TERMS

1.1     Application and agreement: These Terms apply to your use of the Ezymigrate Service (as that term is defined below). By setting up an account with Ezymigrate:-

1. You agree to these Terms; and
2. Where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorised to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.
   

1.2       If you do not agree: If you do not agree to these Terms, you are not authorised to access and use the Services, and you must immediately stop doing so.

2    INTERPRETATION

2.1     Definitions:  In these Terms, the following terms have the stated meaning:

Term	Meaning
Client Portal	Has the meaning given in the definition of Ezymigrate Service
Confidential Information	The terms of the Agreement and any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Ezymigrate Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including the Ezymigrate Software. Your Confidential Information includes the Data.
Data	All data, content, and information (including Personal Information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Ezymigrate Service.
Ezymigrate Service	The following services: ▲   The Ezymigrate CRM facility, accessed via the Website, and having the functionality described at www.ezymigrate.co.nz/how-it-works.html and ▲   The Ezymigrate client portal, accessed via www.checkmyvisa.co.nz (Client Portal).
Ezymigrate Software	The software owned by Ezymigrate (and its licensors) that is used to provide the Ezymigrate Service.
Fees	The applicable fees set out in our pricing page on the Website at https://www.ezymigrate.co.nz/faqs.html or as otherwise agreed in writing between you and us, as may be updated from time to time in accordance with clause 7.3.
Force Majeure	An event that is beyond the reasonable control of a party, excluding: ▲   An event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or ▲   A lack of funds for any reason.
Good Industry Practice	In relation to an undertaking, the exercise of that degree of skill and care which would reasonably be expected from an experienced operator engaging in the same or a similar undertaking.
Intellectual Property Rights	Includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trade marks and designs, circuit layouts, data and databases, confidential information, know how, and all other rights resulting from intellectual activity.Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Initial Term	One Year
Objectionable	Includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
Partner	The government authorities and/or trusted businesses (including Microsoft Azure for cloud storage and other related services, and Xero for invoicing services) that enable us to provide certain features of the Ezymigrate Service. A full list of our current partners is available on request by email to [email protected]
Payment Terms	The payment terms set out in the Key Details (if any)
Permitted Users	Your personnel who are authorised to access and use the Services on your behalf in accordance with clause 5.3.
Personal Information	Has the meaning given in the Privacy Act 1993
Related Services	Has the meaning given in clause 3.5a.
Services	The Ezymigrate Service and the Support Services.
Start Date	The date that you accept these Terms under clause 1.1.
Support Services	Has the meaning given in clause 4.
Terms	These terms titled Ezymigrate Terms of Service.
Underlying Systems	The Ezymigrate Software, IT solutions, systems and networks (including other software and hardware) used to provide the Services, including any third party solutions, systems and networks.
User ID	A unique name and/or password allocated to a Permitted User to allow that Permitted User to access the Ezymigrate Service or certain parts of it.
Website	The internet site at ezymigrate.co.nz, or such other site notified to you by us.
We, us or our	Small Business Online Solutions Limited (trading as Ezymigrate), a New Zealand company, company number 3400053.
Year	A 12-month period starting on the Start Date or the anniversary of that date.
You or your	You or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.

2.2     Interpretation:  In these Terms:

1.    Clause and other headings are for ease of reference only and do not affect the interpretation of these Terms;
2.    Words in the singular include the plural and vice versa;
3.    A reference to:
   1.    A party includes that party’s permitted assigns;
   2.    Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us;
   3.    A person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity;
   4.    Including and similar words do not imply any limit; and
   5.    A statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

3    SERVICES

3.1     General:  We will use best efforts to provide the Services:

1.    In accordance with these Terms and New Zealand law;
2.    Exercising reasonable care, skill and diligence; and
3.    Using suitably skilled and experienced personnel.

3.2     Non-exclusive:  Our provision of the Services to you is non-exclusive. Nothing in the Agreement prevents us from providing the Services to any other person.
3.3     Availability:

1.    Subject to clause 3.3b, we will use reasonable efforts to ensure the Ezymigrate Service is available [on a 24/7 basis] in New Zealand. However, it is possible that on occasion the Ezymigrate Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We will use reasonable efforts to publish on the Website advance details of any unavailability.
2.    Through the use of web services and APIs, the Ezymigrate Service interoperates with a range of third party service features, including those provided by the Partners. We do not make any warranty or representation:
   1.      On the availability of those features. Without limiting the previous sentence, if a third party feature provider ceases to provide that feature or ceases to make that feature available on reasonable terms, we may cease to make available that feature to you. To avoid doubt, if we exercise our right to cease the availability of a third party feature, you are not entitled to any refund, discount or other compensation; or
   2.    On the performance of those third parties, their services or their systems, and we will have no liability to you for any delay or failure to provide the Services as a result of any delay or failure by any such third party (including a Partner) or its services or systems.

3.4     Underlying Systems:  We are responsible for procuring all Underlying Systems reasonably required for us to provide the Ezymigrate Service in accordance with these Terms.
3.5     Related Services:

1.    We may, from time to time, make available additional services and/or features to supplement the Ezymigrate Service ( Related Services ).
2.    Subject to you paying the applicable Fees, and agreeing to any different or further terms, we may agree to provide to you a Related Service.

4    SUPPORT SERVICES

4.1   Support Services:  For so long as you continue to comply with these Terms (including paying the Fees) we will provide the following support services in accordance with the further provisions of this clause 4 (Support Services):

1. telephone and email support in the form of consultation, assistance and advice; and
2. reasonable efforts to assist in the resolution of issues (taking into account the nature and severity of the issue):
   1. 24/7 for priority 1 issues (determined in our reasonable discretion); and/or
   2. during our business hours (Monday to Friday from 8.30am to 5.00pm, excluding public holidays in Auckland) (Business Hours) for non-priority 1 issues.

2 Conditions: The provision of support is conditional on you contacting us:

1. by phone during our Business Hours; or
2. by email to [email protected]

3 Exclusions: Nothing in these Terms requires us to provide Support Services where the support is required as a result of:

1. modification or alteration of the Ezymigrate Service by any person other than us; or
2. a breach of these Terms by you or your personnel, including use of the Ezymigrate Service by you or your personnel in a manner or for a purpose not reasonably contemplated by these Terms and not authorised in writing by us.

5    CLIENT OBLIGATIONS

5.1   General use: You and your personnel must:

1. Use the services in accordance with these Terms and Good Industry Practice and solely for:
   1. Your ordinary business purposes of providing immigration services to your own clients; and
   2. Lawful purposes (including complying with the Unsolicited Electronic Messages Act 2007);
2. Comply with all applicable immigration, employment, and privacy, laws and codes of practice;
3. Not resell or make available the Services to any third party, or otherwise commercially exploit the Services except as expressly permitted under these Terms; and
4. provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.

5.2   Access conditions:When accessing the Ezymigrate Service, you and your personnel must:

1. Not impersonate another person or misrepresent authorisation to act on behalf of others or us;
2. Correctly identify the sender of all electronic transmissions;
3. Not attempt to undermine the security or integrity of the Underlying Systems;
4. Not use, or misuse, the Ezymigrate Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Ezymigrate Service;
5. Not attempt to view, access or copy any material or data other than that to which you are authorised to access;
6. Neither use the Ezymigrate Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading; and
7. Comply with any terms of use on the Website, as updated from time to time by us.

5.3   Personnel:

1. Without limiting clause 5.2, no individual other than a Permitted User may access or use the Ezymigrate Service.
2. You may authorise any member of your personnel to be a Permitted User, provided that:
   1. The number of Permitted Users does not exceed any maximum number of users notified to you or selected by you when setting up your account. To avoid doubt, this restriction does not limit the number of end clients you may permit to use the Client Portal; and
   2. You provide us with the Permitted User’s name and other information that we reasonably require in relation to the Permitted User.
3. You and each Permitted User must keep any User ID allocated to you secure, and:
   1. not permit any other person to use that User ID, including not disclosing or providing it to any other person; and
   2. immediately notify us on becoming aware of any unauthorised use or disclosure of that User ID, by sending an email to [email protected]
4. You must:
   1. Procure each Permitted User’s compliance with these Terms; and
   2. Require your end clients to agree to any terms of use applicable to the use of the Client Portal.
5. An act or omission by any of the following is deemed to be an act or omission by you:
   1. your personnel (including, to avoid doubt, a Permitted User); and/or
   2. Any person using a User ID allocated to you or a Permitted User.

5.4   Authorisations: You are responsible for procuring all licences, authorisations and consents required for you and your personnel to use the Services, including to use, store and input Data into, and process and distribute Data through, the Services.

6    DATA

6.1   Ezymigrate access to Data:

1. You acknowledge that:
   1. We may require access to the Data to exercise our rights and perform our obligations under these Terms (including to monitor, maintain and/or improve the Services); and
   2. To the extent that this is necessary but subject to clause 9, we may authorise a member or members of its personnel or our Partners to access the Data for this purpose.
2. You must arrange all consents and approvals that are necessary for us, our personnel and Partners to access the Data as described in clause 6.1a.

6.2   Agent:

1. You acknowledge and agree that to the extent data contains personal information, in collecting, holding and processing that information through the Services, we are acting as your agent for the purposes of the Privacy Act 1993 and any other applicable privacy law.
2. You must obtain all necessary consents from the relevant individual to enable us and our personnel to collect, use, hold and process that information in accordance with these Terms.

6.3   Backups of Data:   While we will take standard industry measures to back up all data stored using the Ezymigrate Service, you must keep, in accordance with Good Industry Practice, separate back-up copies of all Data uploaded by you onto the Ezymigrate Service.
6.4   Storage of Data:   The Ezymigrate Service does not include a maximum data storage capacity under the Fees; provided that you must request from us additional data storage capacity once your Data storage reaches limit. On receipt of your request, we will provide additional data storage capacity at no extra cost.
6.5   International storage of Data:   You agree that we may store, and may engage third party service providers to store on our behalf, Data (including any Personal Information) in secure servers in Australia and we, and those third party service providers, may access that Data (including any Personal Information) in Australia and New Zealand from time to time. Ezymigrate currently uses Microsoft Azure for data storage and related services.
6.6   Indemnities:   You indemnify us and our Partners against any liability, claim, proceeding, cost, expense (including the actual legal fees charged by our solicitors) and loss of any kind arising from:

1. Any actual or alleged claim by a third party that any Data infringes the rights of any third party (including Intellectual Property Rights and privacy rights) or that the Data is Objectionable, incorrect, incomplete, misleading, or has not been provided to any person in a timely manner;
2. Your use of the Services in any unlawful or negligent manner; or
3. A breach by you of clause 6.3.

7   FEES

7.1   Fees:    You must pay us the Fees.
7.2   Invoicing and payment:

1. We will provide you with valid GST tax invoices, monthly in advance for the Fees due in the following month.
2. The Fees exclude GST, which you must pay on taxable supplies under these Terms.
3. You must pay the Fees electronically in cleared funds without any set off or deduction:
   1. Using our payment provider, Ezidebit, which you must set up to automatically debit the Fees from your bank account (see www.ezidebit.com for more information); and
   2. Prior to the start of the month to which the invoiced Services relate.

7.3   Increases:

1. By giving at least [2 months’] notice, Ezymigrate may increase the Fees (but not in the Initial Term). Fees updated under this clause are deemed to be the Fees.
2. If you do not wish to pay the increased Fees, you may terminate your right to access and use the Services on no less than [1 month’s] notice, provided the notice is received by us before the effective date of the Fee increase. If you do not terminate in accordance with this clause, you are deemed to have accepted the increased Fees.

7.4   Refunds:   We will not refund (on termination or otherwise) any Fees paid in advance, unless required to do so by law.

8   INTELLECTUAL PROPERTY

8.1   Ownership:

1. Subject to clause 8.1b, title to, and all Intellectual Property Rights in, the Services, the Website, and all Underlying Systems is and remains the property of us (and our licensors). You must not dispute that ownership.
2. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property. You grant us and our personnel a worldwide, non-exclusive, fully paid up, transferable, irrevocable licence to use, store, copy, modify, make available and communicate the Data for any purpose in connection with the exercise of our rights and performance of our obligations in accordance with these Terms.

8.2   Know-how:   To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual licence to use any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Services.
8.3   Feedback:    If you provide us with ideas, comments or suggestions relating to the Services or Underlying Systems (together feedback):

1. all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
2. we may use or disclose the feedback for any purpose.

8.4   Third party sites and material:   You acknowledge that the Ezymigrate Service may link to third party websites or feeds that are connected or relevant to the Ezymigrate Service. Any link from the Ezymigrate Service does not imply any endorsement, approval or recommendation of, or responsibility for, those websites or feeds or their content or operators by us. To the maximum extent permitted by law, we exclude all responsibility or liability for those websites or feeds.

9   CONFIDENTIALITY

9.1   Security:   Each party must, unless it has the prior written consent of the other party:

1. Keep confidential at all times the Confidential Information of the other party;
2. Take reasonable steps to effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorised access or use; and
3. Disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, the provisions of clauses 9.1a and 9.1b.

9.2   Permitted disclosure:   The obligation of confidentiality in clause 9.1a does not apply to any disclosure or use of Confidential Information:

1. For the purpose of performing a party’s obligations or exercising a party’s rights under these Terms;
2. (Subject to clause 9.3) required by law (including under the rules of any stock exchange);
3. Which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
4. Which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
5. By us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

9.3   Notification:   Where a party is required by law to disclose or use any Confidential Information of the other party, it must:

1. promptly, and prior to disclosure, give written notice of the requirement to the other party to enable the other party to seek a protective order or other appropriate remedy; and
2. where the other party’s Confidential Information is disclosed as a result of the requirement, use all reasonable endeavours to obtain, from the recipient, assurances that the Confidential Information will be treated as confidential.

10   WARRANTIES

10.1   Mutual warranties:    Each party warrants that it has full power and authority to enter into and perform its obligations under these Terms.
10.2   No implied warranties:To the maximum extent permitted by law:

1. Our warranties are limited to those set out in these Terms, and all other conditions, guarantees or warranties whether expressed or implied by statute or otherwise (including any warranty under the Sale of Goods Act 1908) are expressly excluded and, to the extent that they cannot be excluded, our liability for them is limited to $500.00; and
2. We make no representation concerning the quality of the Services, and without limiting the foregoing, do not promise that the Ezymigrate Service will:
   1. Meet your (or any other person’s) requirements or be suitable for a particular purpose, including that the use of the Ezymigrate Service will:
      ▲ Fulfil or meet any statutory role or responsibility you have; or
      ▲ Ensure that any person meets or complies with any deadline, criteria for assessment, or legal requirement; or
   2. Be secure, free of viruses or other harmful code, uninterrupted or error free.

10.3   Consumer Guarantees Act:   You agree and represent that you are acquiring the Services, and accepting these Terms, for the purpose of a business and that the Consumer Guarantees Act 1993 does not apply to the supply of the Services or these Terms.
10.4   Limitation of remedies:   Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

1. Supplying the Services again; and/or
2. Paying the costs of having the Services supplied again.

11   LIABILITY

11.1   Maximum liability:   Our maximum aggregate liability under or in connection with these Terms or relating to the Services, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you under these Terms in the previous Year (which in the first Year is deemed to be the total Fees paid by you from the Start Date to the date of the first event giving rise to liability). The cap in this clause 11.1 includes the cap set out in clause 10.2a.
11.2   Unrecoverable loss:

1. Neither party is liable to the other under or in connection with the Agreement or the Services for any:
   1. Loss of profit, revenue, savings, business, use, and/or goodwill; or
   2. Consequential, indirect, incidental or special damage or loss of any kind.
2. We will not be liable to you or any other person under or in connection with these Terms or the Services for any loss of data (including Data).

11.3   Ezymigrate unlimited liability:   Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:

1. Personal injury or death;
2. Fraud or wilful misconduct; or
3. A breach of clause 9.

11.4   Client unlimited liability:   Clause 11.2a does not apply to limit your liability:

1. To pay the Fees;
2. For breach of clause 5;
3. Under the indemnities in clause 6.6; or
4. Under or in connection with these Terms for those matters stated in clauses 11.3a to 11.3c.

11.5   No liability for other’s failure:   Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.
11.6   Mitigation:   Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms.

12   TERM, TERMINATION AND SUSPENSION

12.1   Duration:   Unless terminated under clause 7.3b or this clause 12, your right to access and use the Services:

1. Starts on the Start Date and continues for the Initial Term; and
2. On expiry of the Initial Term, continues for further terms of 2 years each unless:
   1. You give 1 month’s notice that your right to access and use the Services will terminate on the expiry of the Initial Term or the notice (as applicable); or
   2. We give 1 months’ notice that your right to access and use the Services will terminate on the expiry of the Initial Term or the notice (as applicable).

12.2   Termination during Initial Term:   You may terminate your right to access and use the Services during the Initial Term by giving us 1 month’s notice, provided that:

1. We will not refund or credit any Fees paid by you in advance; and
2. You must pay us 50% of the fees that would otherwise have applied during the remainder of the Initial Term.

12.3   Other termination rights:   Either party may, by notice to the other party, immediately terminate your right to access and use the Services if the other party:

1. Breaches any material provision of these Terms and the breach is not:
   1. Remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
   2. Capable of being remedied;
2. Becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or charge’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason; or
3. is unable to perform a material obligation under these Terms for 30 days or more due to Force Majeure.

12.4   Consequences of termination or expiry:

1. Termination or expiry of your right to access and use the Services does not affect either party’s rights and obligations that accrued before that termination or expiry.
2. On termination under clause 12.2 of your right to access and use the Services, you must pay the amount under clause 12.2b.
3. Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination or expiry of your right to access and use the Services, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.
4. At any time prior to one month after the date of termination or expiry, you may:
   1. Download a copy of any readily available Data stored using the Ezymigrate Service.
   2. Request in writing a copy of any readily available Data stored using the Ezymigrate Service, provided that you pay our reasonable costs of providing that copy; and/or
   3. Request deletion of the Data stored using the Ezymigrate Service, in which case we must use reasonable efforts to promptly delete that Data. Deletion of Data within 20 working days is deemed to fulfil our obligation under this subparagraph.
   To avoid doubt, we are not required to comply with clause 12.4di or clause 12.4dii to the extent that you previously requested deletion of the Data or that any request under clause 12.4dii is not in writing.

12.5   Obligations continuing:   Clauses which, by their nature, are intended to survive termination or expiry of the Agreement, including clauses 6.6, 8, 9, 11, 12.4, 12.5 and 13, continue in force.
12.6   Suspending access:   Without limiting any other right or remedy available to us, we may restrict or suspend your access to the Ezymigrate Service where you (including any of your personnel):

1. Undermine, or attempt to undermine, the security or integrity of the Ezymigrate Service or any Underlying Systems;
2. Use, or attempt to use, the Ezymigrate Service:
   1. For improper purposes; or
   2. In a manner, other than for normal operational purposes, that materially reduces the operational performance of the Ezymigrate Service; or
3. Have otherwise materially breached these Terms (in our reasonable opinion).

12.7   Notice:   We must notify you where we restrict or suspend your access under clause 12.6.

13   DISPUTES

13.1   Good faith negotiations:   Before taking any court action, a party must use best efforts to resolve any dispute under, or in connection with, these Terms or the Services through good faith negotiations.
13.2   Obligations continue:   Each party must, to the extent possible, continue to perform its obligations under these Terms even if there is a dispute.
13.3   Right to seek relief:   This clause 13 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

14   GENERAL

14.1   Force Majeure:   Neither party is liable to the other for any failure to perform its obligations under the Agreement to the extent caused by Force Majeure, provided that the affected party:

1. Immediately notifies the other party and provides full information about the Force Majeure;
2. Uses best efforts to overcome the Force Majeure; and
3. Continues to perform its obligations to the extent practicable.

14.2   Rights of third parties:   No person other than you and us has any right to a benefit under, or to enforce, these Terms.
14.3   Waiver:   To waive a right under these Terms, that waiver must be in writing and signed by the waiving party.
14.4   Independent contractor:   Subject to clause 6.2a, we are an independent contractor of yours, and no other relationship (e.g. joint venture, agency, trust or partnership) exists under these Terms.
14.5   Notices:   If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements for written communications. A notice given by you to us under these Terms must be sent by email to [email protected] or otherwise notified by us to you for this purpose.
14.6   Severability:   Any illegality, unenforceability or invalidity of a provision of these Terms does not affect the legality, enforceability or validity of the remaining provisions.
14.7   Variation:   Except as otherwise permitted under these Terms, any variation to these Terms must be in writing and signed by both parties.
14.8   Entire agreement:   These Terms set out everything agreed by the parties relating to the Services, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of these Terms that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date. Without limiting the previous sentence, the parties agree that sections 9, 12A and 13 of the Fair Trading Act 1986 do not apply to these Terms or the supply of the Services.
14.9   Subcontracting and assignment:

1. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer. Any assignment, novation, subcontracting or transfer must be in writing.
2. A change of control affecting you is deemed to be an assignment for which our prior written consent is required under clause 14.9a. In this clause change of control means any transfer of shares or other arrangement affecting you or any member of its group, which results in a change in your effective control.

14.10   Law:   These Terms are governed by, and must be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with the Agreement.