Terms & Conditions

  1. Definitions

    1. “Base Two” means Base Two Ltd, its successors and assigns or any person acting on behalf of and with the authority of Base Two.
    2. “Client” means the person/s requesting Base Two to provide the Services as specified in any invoice, document or order, and if there is more than one person requesting the Services is a reference to each person jointly and severally.
    3. “Services” means all Goods (including web site and mobile application content, any printed or virtual material, samples, web sites, mobile applications, brands, designs, images, advertising, data, graphics, pictures, trademarks, software, applications, manuals, and other associated documentation and/or goods) and/or Services (which includes any advice or recommendations, consultancy, design and/or maintenance of web sites and/or mobile applications, brands, designs, or advertising, project management work, brand integration, and strategising and analytical Services, etc.) provided by Base Two to the Client at the Client’s request from time to time (where the context so permits the terms ‘Goods’ or ‘Services’ shall be interchangeable for the other).
    4. “Web Site” means a location which is accessible on the Internet through the World Wide Web and which provides multimedia content via a graphical User Interface.
    5. “Mobile Application” means software and any upgrades from time to time, and/or any other software or documentation which enables the use of the Mobile Application through any mobile phone, handheld device or web portal.
    6.  “Copy” shall mean any manuscript, advertisement, general copy, graphics and other digital display material and/or content supplied by the Client for the provision of the Services.
    7. “Prohibited Content” means any content that:
    8. is, or could reasonably be considered to be, in breach of the broadcasting standards or any other applicable law or applicable industry code; or
    9. contains, or could reasonably be considered to contain, any misrepresentations; or is, or could reasonably be considered to be, misleading or deceptive, likely to mislead or deceive or otherwise unlawful; or
    10. is, or could reasonably be considered to be, in breach of any person’s Intellectual Property Rights.
    11. “Charges” shall mean the cost of the Services as agreed between Base Two and the Client subject to clause 4 of this agreement.
  2. Acceptance

    1. The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by Base Two.
    2. These terms and conditions may only be amended with Base Two’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Base Two.
    3. None of Base Two’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the Director(s) of Base Two in writing nor is Base Two bound by any such unauthorised statements.
    4. Once accepted by the Client, Base Two’s estimate shall be deemed to interpret correctly the Client’s instructions, whether written or verbal. Where verbal instructions only are received from the Client, Base Two shall not be responsible for errors or omissions due to oversight or misinterpretation of those instructions.
    5. Any advice, recommendations, information, assistance or service provided by Base Two in relation to Services provided is given in good faith, is based on information provided to Base Two, and Base Two’s own knowledge, and experience. Whilst it shall be the responsibility of the Client to confirm the accuracy and reliability of the same in light of the use to which the Client makes or intends to make of the Services, human error is possible under these circumstances, and Base Two shall make all effort to offer the best solution to the Client.
    6. 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 of that Act or any Regulations referred to in that Act.
    7. Base Two reserves the right not to undertake any Services, to refuse to accept any Copy, and/or to withdraw any advertisement or publication at any time for any reason (including where such, in Base Two’s opinion is or may be unlawful, offensive, contains Prohibited Content, does not comply with clause 9.1, or is otherwise inappropriate), and Base Two shall not be liable to the Client for any such action.
    8. The Client acknowledges that, although the Mobile Application will operate successfully on most Android phones, Base Two does not guarantee that the Mobile Application will operate on all Android mobile phones.  Such limitations shall be discussed by Base Two and the Client before the commencement of the Services, and shall form part of the contract/estimate.
    9. The Client further accepts that all Mobile Applications require approval from both Apple’s App Store and Android’s Play Market (Google) before release, and that rejection of the development of the Mobile Application may occur.  Base Two accepts no liability for any delay caused by Apple or Google or any other outside party.
  3. Change in Control

    1. The Client shall give Base Two not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Base Two as a result of the Client’s failure to comply with this clause.
  4. Charges and Payment

    1. At Base Two’s sole discretion the Charges shall be either:
    2. as indicated on any invoice provided by Base Two to the Client; or
    3. Base Two’s estimated Charges (subject to clause 5), which shall not be deemed binding upon Base Two as the actual Charges can only be determined upon completion of the Services. Base Two undertakes to keep the Client informed should the actual Charges look likely to exceed the original estimate.
    4. At Base Two’s sole discretion, a deposit may be required.
    5. Time for payment for the Services being of the essence, the Charges will be payable by the Client on the date/s determined by Base Two, which may be:
    6. on provision of the Services;
    7. by way of instalments/progress payments in accordance with Base Two’s payment schedule;
    8. the date specified on any invoice or other form as being the date for payment; or
    9. failing any notice to the contrary, the date which is twenty (20) days following the end of the month of the date of any invoice/s and/or statement furnished to the Client by Base Two.
    10. Payment may be made by cheque, bank cheque, electronic/on-line banking, or by any other method as agreed to between the Client and Base Two.
    11. Unless otherwise stated the Charges do not include GST. In addition to the Charges the Client must pay to Base Two an amount equal to any GST Base Two must pay for any provision of Services by Base Two under this or any other agreement. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Charges. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Charges except where they are expressly included in the Charges.
  5. Variations

    1. Base Two reserves the right to change the Charges if a variation to Base Two’s estimate is requested, including:
    2. where estimates are based on specifications, roughs, layouts, samples or dummies or printed, typewritten or other good copy, any extra work or cost caused by any variation by the Client of its original instructions or by the copy being, in Base Two’s opinion, poorly prepared, or by the Client’s requirements being different from those originally submitted or described;
    3. experimental work, preliminary sketches and designs and origination costs produced at the Client’s request, which will be charged for, even if the job does not proceed further;
    4. any tabulated work and/or foreign language included in the job but not contained in the copy originally submitted;
    5. any fonts, or colour proofs, or artwork, specially bought at the Client’s request for the Services;
    6. when style, type or layout is left to Base Two’s judgement, and the Client makes further alterations to the copy;
    7. any change or correction to any film, bromides, artwork and/or any printing surface supplied by the Client, and deemed necessary by Base Two to ensure correctly finished work;
    8. any variation as a result of fluctuations in currency exchange rates or increases to Base Two in the cost of taxes, levies, materials and labour;
    9. where the performance of any agreement with the Client requires Base Two to obtain products and/or services from a third party, the agreement between Base Two and the Client shall incorporate, and shall be subject to, the conditions of supply of such products and/or services to Base Two, and the Client shall be liable for the cost in full including Base Two’s margin of such products and/or services;
    10. any packing of Goods, other than Base Two’s normal commercially acceptable packing, requested by the Client will be charged as an extra, unless expressly stated in writing on Base Two’s accepted estimate.
  6. Samples and Proof Reading

    1. Base Two is under no obligation to provide samples of the Goods ordered other than by virtual (computerised) sample. Whilst every effort will be taken by Base Two to match virtual colours with physical colours, Base Two will take no responsibility for any variation between virtual samples and the supplied Goods. Should a physical sample be required, this will be provided on request by the Client and will be charged for as an extra in accordance with clause 5.
    2. Whilst every care is taken by Base Two to carry out the instructions of the Client, it is the Client’s responsibility to undertake a final proof reading of the Goods, which will be sent to the Client and will be deemed accepted if no response is received by the Client within forty-eight (48) hours of Base Two’s submission thereof. Base Two shall be under no liability whatever for any errors not corrected by the Client in the final proof reading, and should the Client’s alterations require additional proofs this shall be invoiced as an extra in accordance with clause 5.
  7. Provision of Services and Delivery of Goods

    1. Any time specified by Base Two for provision of the Services is an estimate only and Base Two will not be liable for any loss or damage incurred by the Client as a result of provision being late. However both parties agree that they shall make every endeavour to enable the Services to be provided at the time and place as was arranged between both parties. In the event that Base Two is unable to provide the Services as agreed solely due to any action or inaction of the Client, then Base Two shall be entitled to charge the Client additionally for re-providing the Services at a later time and date.
    2. The Client acknowledges that, due to the nature of digital display, technical difficulties may arise which could prevent the provision of the Services; and the Client, therefore, agrees to indemnify Base Two against any costs or losses incurred by the Client as a result of this.
    3. Delivery of the Goods is taken to occur at the time that:
    4. the Client or the Client’s nominated carrier takes possession of the Goods at Base Two’s address; or
    5. Base Two (or Base Two’s nominated carrier) delivers the Goods to the Client’s nominated address, even if the Client is not present at the address.
    6. At Base Two’s sole discretion, the cost of delivery to one (1) Wellington address is included in the Charges. Any subsequent deliveries, or deliveries outside the Wellington area, shall be charged to the Client in addition to the Charges.
    7. The Client must take delivery, by receipt or collection of the Goods, whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged, then Base Two shall be entitled to charge a reasonable fee for redelivery and/or storage.
    8. Base Two may deliver the Goods in separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.
    9. Risk of damage to or loss of the Goods passes to the Client on delivery, and the Client must insure the Goods on or before delivery. If any of the Goods are damaged or destroyed following delivery, but prior to ownership passing to the Client, Base Two is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by Base Two is sufficient evidence of Base Two’s rights to receive the insurance proceeds without the need for any person dealing with Base Two to make further enquiries. If the Client requests Base Two to leave Goods outside Base Two’s premises for collection, or to deliver the Goods to an unattended location, then such Goods shall be left at the Client’s sole risk.
  8. Client’s Property and Material Supplied by Client

    1. Where the Client supplies materials to Base Two for the provision of the Services:
    2. these materials will be held by Base Two at the Client’s risk;
    3. adequate quantities shall be supplied to cover spoilage. Sheets and other materials shall not be counted or checked when received, unless requested by the Client in writing, and this shall be charged as an extra in accordance with clause 5.1; and
    4. Base Two accepts no responsibility for imperfect work caused by defects in or unsuitability of such materials.
    5. In the case of property, Copy and/or materials left with Base Two without specific instructions, Base Two shall be free to dispose of them at the end of thirty (30) days after receiving them, and to accept and retain the proceeds, if any, to cover Base Two’s own costs in holding and handling them.
  9. Copy

    1. The Client acknowledges that all Copy supplied to Base Two is subject to the approval of Base Two and may, regardless of prior approval, be rejected and removed by Base Two.
    2. The Client warrants that all Copy supplied to Base Two to be used for the provision of the Services shall:
    3. be true and correct in every particular; and
    4. does not contain Prohibited Content; and
    5. be non-political and non-religious by nature, and suitable for viewer of all ages; and
    6. not be, nor contain, anything that is defamatory of any person or is indecent or obscene; and
    7. complies with all laws, regulations, codes of practice, guidelines and any standards applicable to the advertising industry and as determined by any relevant regulatory agency or industry self-regulatory body (including, but not limited to, the Fair Trading Act 1986 and the Advertising Codes of Practice of the Advertising Standards Authority (ASA)); and
    8. does not infringe copyright, trademark or any other legal rights of another person and/or entity (including the name and image of any person without their consent, etc.); and
    9. does not contain anything which may give rise to any cause of action by a third against Base Two (including, but not limited to, material that may cause damage or injury to any person and/or entity); and
    10. is not false or misleading and is true in substance and in fact; and
    11. not contain nor constitute a statement that is misleading or deceptive or likely to deceive or to mislead or which is otherwise in breach of any applicable Acts, legislation or regulations;
    12. be in the form, and delivered up to Base Two by the date, specified thereby. If the Client fails to adhere to this sub-clause, Base Two shall not be liable to the Client in the event Base Two is unable to publish any advertisement/produce the Goods;
    13. The Client shall indemnify, and keep indemnified, Base Two at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against Base Two, or incurred or become payable by Base Two, resulting or arising from the Client being in breach of clause 9.1
    14. Imprints or any legal obligations required to appear on any printed material are the responsibility of the Client. Base Two reserves the right to place its imprint on all printed material unless specifically requested otherwise.
  10. Risk and Limitation of Liability for Client Data

    1. The Client acknowledges and agrees that Base Two shall not be held responsible or liable for:
    2. anything related to the Web Site / Mobile Application or any other Services provided;
    3. any loss, corruption, or deletion of files or data (including, but not limited to software programmes) resulting from illegal hacking or Services provided by Base Two. Base Two will endeavour to restore the Web Site / Mobile Application, files or data (at the Client’s cost), and it is the sole responsibility of the Client to back-up any data which they believe to be important, valuable, or irreplaceable prior to Base Two providing the Services. The Client accepts full responsibility for the Client’s software and data and Base Two is not required to advise or remind the Client of appropriate backup procedures.
    4. The Client acknowledges that any advice or recommendations by Base Two are provided on the basis of Base Two’s industry knowledge and experience only and shall not be deemed as specialist advice.
    5. Base Two, its directors, agents or employees will not be liable in any way for any form of loss or damage of any nature whatsoever suffered, whether arising directly or indirectly, by the Client or any person related to or dealing with the Client out of, in connection with or reasonably incidental to the provision of the Services by Base Two to the Client.
    6. The Services are provided on an “as is, as available” basis. Base Two specifically disclaims any other warranty, express or implied, including any warranty of merchantability or fitness for a particular purpose.
  11. Public Access:

    1. The Client understands that by placing information on the Web Site / Mobile Application, such information may be accessible to all internet users. Base Two does not (unless expressly requested by the Client) limit or restrict access to such information, nor protect such information from copyright infringement or other wrongful activity. The Client assumes full responsibility for their use of the Services, and it is the Client’s sole responsibility to evaluate the accuracy, completeness and usefulness or all opinions, advice, services, and other information, and the quality and merchantability of all Services provided by Base Two, or on the internet generally.
  12. Web Site and Mobile Application Development

    1. Base Two’s Responsibilities:
    2. Upon acceptance of Base Two’s estimate, and in accordance with this agreement, Base Two will:
    3. use its best endeavours to develop the Web Site / Mobile Application in accordance with the Client’s instructions and specifications; and
    4. to the extent specified in the Client’s instructions and specifications, negotiate and procure any third-party agreements on behalf of the Client.
    5. The Client acknowledges that the development of the Web Site / Mobile Application by Base Two is based upon current technology platforms (e.g. internet browsers, mobile, android, etc.), and therefore Base Two cannot guarantee that Web Site / Mobile Application features and /or Copy/content will display correctly, and that the overall visual experience will be the same, for use by either superseded or presently undeveloped technology.
    6. Client’s Responsibilities:
    7. The Client will, in addition to any other obligations expressed in this agreement, have the following responsibilities:
    8. provision of all Copy (including data, logos, designs and/or graphic and related materials) to be incorporated into the Web Site / Mobile Application;
    9. provision of any other information, ideas or suggestions which are to be expressly considered by Base Two in developing the Web Site / Mobile Application.
    10. The Client will ensure that Base Two is given such information and assistance as Base Two reasonably requires to enable Base Two to construct and maintain the Web Site / Mobile Application.
    11. It shall be the Client’s responsibility to ensure that any specific requirements they may have for mobile web browsers is included in the brief, as, unless otherwise specified therein, the choice of web browsers and technology used in the development of the Web Site / Mobile Application shall be at the sole discretion of Base Two. In the event that additional Services are requested, or required (as per clause 11.1(b)), in order to meet any specific requirements for mobile web browsers, after Base Two has commenced work on the Web Site / Mobile Application, shall be treated as a variation to the Charges, and a strict estimation of further work required shall be submitted to the Client for approval before proceeding with the variation work.
    12. Base Two will not be responsible for, and accepts no liability for, any deficiency or alleged deficiency in the Web Site / Mobile Application which is attributable to:
    13. incorrect information provided by the Client, either pursuant to this clause or otherwise; or
    14. failure by the Client to provide relevant information, either pursuant to this clause or otherwise; or
    15. any third-party products and/or services used by Base Two in creation of the Web Site / Mobile Application.
    16. Maintenance:
    17. Subject to sub-clause (b), Base Two will provide the Maintenance Services in accordance with the maintenance terms set out in Base Two’s maintenance schedule.
    18. The Client will procure all necessary authorisations, licences and consents to enable Base Two to have access to the Web Site / Mobile Application in order to provide the Maintenance Services.
    19. Search Engine Optimisation (SEO):
    20. Although Base Two shall use their knowledge and experience to gain the best results possible, Base Two gives no guarantee of the quality of visitor or the position / page rank or volume of visits to the Web Site / Mobile Application, or warranty that the Web Site / Mobile Application will be effective in promoting the Client’s business or result in any increase in sales of the products/services of the Client. Periodic reporting will be sent to the Client’s nominated email address, at the sole discretion of Base Two.
  13. Errors and Omissions

    1. Any alleged fault, defect, shortage in quantity, errors, omissions or failure to comply with the description or estimate of the Services which the Client detects must be reported to Base Two as soon as is practically possible, but no later than seven (7) days after completion/delivery. Any emails or telephone messages which are received outside Base Two’s normal business hours will be processed the following business day. Upon such notification the Client must allow Base Two to review/inspect the Services that were provided.
    2. For defective Services, which Base Two has agreed in writing that the Client is entitled to reject, Base Two’s liability is limited to either (at Base Two’s discretion) rectifying the Services or re-providing the Services, provided that the Client has complied with the provisions of clause 12.1.
  14. Intellectual Property and Confidentiality

    1. Subject to the Copyright Act 1994 and the conditions therein, the Client agrees that they shall not in any way sell, reproduce, adapt, distribute, transmit, publish, or create derivative works from, any Goods without Base Two’s prior consent in writing (including, but not limited to, underlying code elements, or any part of the Web Site / Mobile Application design or layout).
    2. The Client hereby authorises Base Two to utilise images of any Goods designed or created by Base Two in advertising, marketing, or competition material by Base Two.
    3. The Client shall indemnify Base Two against any claims by third parties for patent, trademark, design or copyright infringement, directly or indirectly arising out of the design, workmanship, material, construction, or use of the Goods or any other deficiency therein.  Where the Client has supplied drawings, sketches, files or logo’s to Base Two, the Client warrants that the drawings, sketches, files or logo’s do not breach any patent, trademark, design or copyright, and the Client agrees to indemnify Base Two against any action taken by a third party against Base Two.
    4. Notwithstanding anything herein, the Intellectual Property Rights in Base Two’s Services do not vest in the Client and there is no assignment of these Intellectual Property Rights to the Client. Base Two hereby grants to the Client an irrevocable, non-exclusive and non-transferable licence to use and reproduce the Services for the purposes of this agreement only, and solely for the operation of the Client’s business however, the Client shall not use nor make copies of such Intellectual Property in connection with any work or business other than the work or business specified in writing to Base Two unless express approval is given in advance by Base Two. Such license shall terminate on default of payment or any other terms of this agreement by the Client.
    5. All Flash, PHP, Java Script, HTML and Dynamic HTML coding and other supplied code (if any) remains the intellectual property of Base Two.  Copying or disseminating the code for any purpose whatsoever is strictly forbidden and will be a breach of copyright.
    6. Each party agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party's written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.
  15. Default and Consequences of Default

    1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Base Two’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
    2. If the Client owes Base Two any money the Client shall indemnify Base Two from and against all costs and disbursements incurred by Base Two in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Base Two’s collection agency costs, and bank dishonour fees).
    3. Without prejudice to any other remedies Base Two may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Base Two may, at their sole discretion (without being liable to the Client for any loss or damage the Client suffers because Base Two has exercised its rights under this clause):
    4. suspend or terminate this agreement and/or any of the Services without notice or refund;
    5. make an additional charge to the Client; or
    6. block access to any part of the Services.
    7. Without prejudice to Base Two’s other remedies at law Base Two shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Base Two shall, whether or not due for payment, become immediately payable if:
    8. any money payable to Base Two becomes overdue, or in Base Two’s opinion the Client will be unable to make a payment when it falls due;
    9. the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
    10. a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
    11. Base Two will not be liable to the Client for any loss or damage the Client suffers because Base Two has exercised its rights under this clause 14.
  16. Cancellation

    1. Base Two may cancel these terms and conditions, or cancel provision of Services at any time before the Services have commenced (or the Goods have been delivered), by giving written notice. On giving such notice Base Two shall repay to the Client any money paid by the Client for the Services. Base Two shall not be liable for any loss or damage whatever arising from such cancellation.
    2. In the event that the Client cancels this agreement, or provision of the Services, the Client shall be liable for any and all loss and any costs incurred (whether direct or indirect) by Base Two up to the date of cancellation and/or as a direct result thereof (including, but not limited to, any loss of profits)
  17. Privacy Act 1993

    1. The Client authorises Base Two or Base Two’s agent to:
    2. access, collect, retain and use any information about the Client;
    3. (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
    4. for the purpose of marketing products and services to the Client.
    5. disclose information about the Client, whether collected by Base Two from the Client directly or obtained by Base Two from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
    6. Where the Client is an individual the authorities under clause 16.1 are authorities or consents for the purposes of the Privacy Act 1993.
    7. The Client shall have the right to request Base Two for a copy of the information about the Client retained by Base Two and the right to request Base Two to correct any incorrect information about the Client held by Base Two.
  18. Liability

    1. The Client agrees that, in view of their nature, the Client’s use of the Services is at their sole risk. Whilst Base Two will endeavour to ensure that the Services are of a high quality, neither Base Two (nor any of their agents, contractors, licensees, employees or information providers involved in providing the Services) give any guarantee that the Services will be uninterrupted or free from error.
    2. The Client agrees that any such interruption or error referred to in clause 17.1 above will not constitute a breach of this agreement by Base Two and that the Services are provided on an "as is" basis without guarantee of any kind.
    3. The Client acknowledges that the Internet is separate from the Services and that use of the Internet is at their own risk and subject to any applicable laws. Base Two has no responsibility for any goods, services, information, software, or other materials which the Client may obtain from a third party when using the Internet.
    4. Base Two shall be under no liability whatsoever to the Client for any indirect, incidental, special and/or consequential loss and/or expense, claim and/or cost (including legal fees and commissions, loss of profit, business, contracts, opportunity, goodwill, reputation and/or anticipated saving) and/or for any loss or corruption of data suffered by the Client arising out of a breach by Base Two of these terms and conditions , caused by any failure by the Client to comply with their obligations under this agreement, or that arise from any claim relating to the Services by any person that the Client authorises to use the Services, or where due to server downtime or programming errors (alternatively Base Two’s liability shall be limited to damages which under no circumstances shall exceed the Charges).
  19. Title

    1. Base Two and the Client agree that the Client’s obligations to Base Two for the supply of Services shall not cease (and ownership of any Goods shall not pass) until:
    2. the Client has paid Base Two all amounts owing to Base Two for the Services; and
    3. the Client has met all other obligations due by the Client to Base Two in respect of all agreements between Base Two and the Client.
    4. Receipt by Base Two 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 recognised, and until then Base Two’s ownership or rights in respect of the Services, and this agreement, shall continue.
    5. It is further agreed that, until ownership of the Goods passes to the Client in accordance with clause 18.1:
    6. the Client is only a bailee of the Goods and must return the Goods to Base Two on request.
    7. the Client holds the benefit of the Client’s insurance of the Goods on trust for Base Two and must pay to Base Two the proceeds of any insurance in the event of the Goods being lost, damaged or destroyed. 
    8. the Client 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 Client sells, disposes or parts with possession of the Goods then the Client must hold the proceeds of any such act on trust for Base Two and must pay or deliver the proceeds to Base Two on demand.
    9. the Client should not convert or process the Goods or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of Base Two and must sell, dispose of or return the resulting product to Base Two as it so directs.
    10. the Client irrevocably authorises Base Two to enter any premises where Base Two believes the Goods are kept and recover possession of the Goods.
    11. Base Two may recover possession of any Goods in transit whether or not delivery has occurred.
    12. the Client 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 Base Two.
    13. Base Two may commence proceedings to recover the Charges notwithstanding that ownership of the Goods has not passed to the Client.
  20. Personal Property Securities Act 1999 (“PPSA”)

    1. Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a security agreement for the purposes of the PPSA and creates a security interest in:
    2. all Goods previously provided by Base Two to the Client;
    3. all Goods will be provided in the future by Base Two to the Client; and
    4. all the Client’s present and after acquired property being a charge, including anything in respect of which the Client has at any time a sufficient right, interest or power to grant a security interest in for the purposes of securing repayment of all monetary obligations of the Client to Base Two for Services – that have previously been provided and that will be provided in the future by Base Two to the Client.
    5. The Client undertakes to:
    6. sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Base Two may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
    7. indemnify, and upon demand reimburse, Base Two for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration made thereby;
    8. not register a financing change statement or a change demand without the prior written consent of Base Two.
    9. Base Two and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
    10. The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
    11. Unless otherwise agreed to in writing by Base Two, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
    12. The Client shall unconditionally ratify any actions taken by Base Two under clauses 19.1 to 19.5.
  21. Security and Charge

    1. In consideration of Base Two agreeing to provide Services, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
    2. The Client indemnifies Base Two from and against all Base Two’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Base Two’s rights under this clause.
    3. The Client irrevocably appoints Base Two and each director of Base Two as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 20 including, but not limited to, signing any document on the Client’s behalf.
  22. General

    1. The failure by Base Two to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Base Two’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 remaining provisions shall not be affected, prejudiced or impaired.
    2. These terms and conditions and any agreement to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Wellington courts of New Zealand. 
    3. Base Two may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
    4. The Client agrees that Base Two may amend these terms and conditions at any time. If Base Two makes a change to these terms and conditions, then that change will take effect from the date on which Base Two notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Base Two to provide Services to the Client.
    5. 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.
    6. The Client hereby disclaims any right to rescind, or cancel the agreement or to sue for damages or to claim restitution arising out of any misrepresentation made to them by any servant or agent of Base Two and the Client acknowledges that they purchase the Services relying solely upon their own skill and judgement.
    7. If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the provision of Services by Base Two to the Client.
    8. The Client warrants that it has the power to enter into this agreement and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that this agreement creates binding and valid legal obligations on it.