Terms & Conditions

1. In this Agreement:
"Final Design" means the final version of the design or work created as a result of the Project Services;
"Copy" means a text that accompanies any design;
"Interest" means interest at a rate of 20% per annum compounding daily;
"Advertisement" means any advertisement supplied by Unified to the Client;
"Client" means the Client named on the front page of this Agreement;
"Unified" means Unified Brands Ltd.

2. Unified will manage and provide all project services as stated in the estimate provided to and signed off
by the Client (“Project Services”).

3. The estimate is based on Unified receiving a final brief from the Client.

4. If additional services are required to meet the project's requirements or deadlines that Unified believes
are beyond the scope of the original estimate, Unified will seek and obtain the Client's approval prior to
incurring the extra expense.

5. The Client must proof read and approve all Final Designs before print production or manufacture. The
Client agrees that it is fully liable for any errors or omissions in the Final Designs which remain after the
Client has approved those Final Designs. Once the Client has approved the Final Designs and proofs, and
made the necessary alterations it is liable for subsequent alterations and corrections.

6. Where it is necessary for Unified to engage third parties (including, but not limited to, printers,
photographers, models, website developers, website hosting) to complete the Project Services, Unified will
advise the Client in advance of the likely cost of the third party involvement. If the Client accepts the
estimate provided by the third party, the Client agrees to pay the amount estimated by the third party in full.

7. Subject to notification of a disputed amount (Disputed Amount), payment is due 20th of the month
following date of invoice (Due Date).

8. If the Client disputes any portion of any amount appearing as payable on an invoice issued by Unified,
the Client will promptly notify Unified of that disputed amount in writing within thirty (30) days of the
date of the disputed invoice, specifically identify the reason for the dispute, and make payment of the
undisputed amounts owed (if any) of that invoice immediately upon such amounts falling due under clause 7.

9. With the exception of amounts notified to Unified in accordance with clause 7 above, in the event that
payment is not received within 60 days from the Due Date, Unified will post a final demand to the Client.
The Client will from then on be liable for all subsequent costs incurred in recovering the debt. These costs
include, but are not limited to full solicitor costs, debt collection, court costs and interest on the amount
due charged at the rate of Unified's overdraft interest rate plus additional Interest.

10. No title in any tangible property (including artwork, final photographs, 3D models, software purchases)
or title in any intellectual property in the Final Designs passes to the Client until payment has been made
in full. Until payment has been made in full, Unified will be entitled to recover any tangible property from
the Client’s assigns, liquidator or receiver. Upon payment of Unified’s invoice title in the Final Designs
created by Unified passes to the Client. Unified grants the Client an exclusive, perpetual, royalty free
licence to use the Final Designs pending payment in accordance with these terms and conditions.

11. Except for the Final Designs, electronic files and associated software remain the property of Unified,
and are archived and kept in storage on Unified’s premises and at Unified's expense. Unified does not
warrant the integrity of the files kept on Unified’s premises and is not responsible for any corruption or
loss of data incurred during the storage process.

12. If the Client wishes to access and amend electronic files, the cost of file amendments will be charged at
Unified's standard hourly rate. Any additional expenses, such as materials required to supply the file (eg.
CDRs / DVDs) will also be invoiced.

13. Unified will store all Client files for a minimum period of two years. After which time Unified may, at
its discretion, destroy any and all files held. No notice of this will be given to the Client.

14. The Client warrants that it has taken all reasonable steps to ensure that it is entitled to reproduce any
written material or images supplied by the Client to Unified.

15. Should this agreement be cancelled by either party, Unified will be paid for all Project Services
completed by Unified from the commencement of the project, to date of cancellation of this Agreement.

16. Unified agrees:

a. that in performing the Project Services it will obtain every necessary or prudent
authorisation, and comply with every law, regulation and code of practice concerning the
contents and placement of the Final Designs;

b. to indemnify the Client against all losses, damages and costs (including, without limitation,
consequential loss, loss of profits or loss of business) arising in relation to Unified’s
provision of the Project Services to the Client.

17. The Client agrees to tell Unified as soon as possible if there is an error or omission in any Copy
supplied by the Client.

18. In producing an Advertisement, Unified is doing so in consideration of and relying on the Client’s
warranty that the information provided by the Client to Unified in the course of carrying out the Project
Services does not contain anything that the Client knows is:

i. Misleading, deceptive, likely to mislead or deceive or which otherwise breaches the Fair
Trading Act 1986;

ii. Defamatory, indecent or which otherwise offends against generally accepted
community standards;

iii. An infringement of copyright, a trademark or any other intellectual property rights;
or

iv. A breach of any provision of any statute, regulation, by-law, or other rule or law.

19. Under no circumstances will Unified be liable for failure to perform obligations if the failure results
from force majeure, earthquake or other natural disaster, act of God, fire, explosion, industrial dispute, act
of government such as a change in legislation, regulation, or order made under legislative authority, or
anything beyond Unified's control.

20. Unified will send invoices to the Client within five working days of the beginning of each month in
which the Project Services are carried out.

21. The Client must let Unified know before the Due Date for payment if the Client thinks there is an
invoicing error. If Unified agrees, Unified will adjust the invoice.

22. Termination / Cancellation:

a) Where Unified ends this Agreement and the Client has not paid any money due and owing
under an invoice issued prior to the termination date the Client must pay to Unified all fees
payable under this Agreement for completed Project Services.

b) In the event that the Client terminates this Agreement or cancels any request for Project
Services, Unified shall be entitled to charge a reasonable fee for any
work done on behalf of the Client in respect of the request for Project Services
prior to the date of termination.

c) All intellectual property in work undertaken by Unified in furtherance of the Project Services
up to the termination date passes immediately to Frucor (whether or not such work constitutes
a Final Design).

d) Nothing in this clause limits the rights of the parties to recover damages or other
compensation that may be awarded for other breach of this Agreement.

23. The cancelling of this Agreement does not affect any rights and responsibilities that are intended to
continue. These include the rights and duties under clauses 10, 12, 13, 16 and this clause 23 and which shall
not merge upon termination of this Agreement.

24. Notices:

a. Unified will send invoices and notices to the street address, e-mail address or fax number given by the
Client in this Agreement. Unified may assume any:

i. Invoice or notice has been delivered five days after Unified sends it;

ii. E-mail has been received when it has been sent to the e-mail address Unified sent it to even if it
has not been downloaded from the internet service provider hosting the e-mail address;

iii. Fax has been received when Unified receives confirmation of transmission.

b. The Client may send any notice to Unified by:

i. Posting it in a pre-paid letter to P.O. Box: 911083, Victoria St West, Auckland 1142

ii. Emailing the document to getunified@unifiedbrands.co.nz

c. Each party will tell the other party if that party changes its street address, e-mail address, telephone or fax
number.

25. Each clause of this Agreement is separately binding. If for any reason any provision of this Agreement
is deemed invalid, void or illegal or unenforceable the validity, existence, legality and enforceability of the
remaining provisions shall not be affected, prejudiced or impaired.

26. Any failure by either party to enforce at any time or for any period any one or more of the terms of this
Agreement is not a waiver of them or of any right at any time subsequently to enforce all terms and
conditions of this Agreement including for any previous breach thereof.

27. The parties both submit to the jurisdiction of the Courts in Auckland.

28. Both parties acknowledge that prior to completing this Agreement they have had the opportunity to
obtain such advice, including independent legal advice, as it requires regarding this Agreement and its
effects.

29. The terms and conditions of this Agreement govern the relationship between Unified and the Client
and supersede all prior representations or agreements whether oral or in writing. The Client agrees that
notwithstanding any other agreements between Unified and the Client the terms of this Agreement are
paramount and take precedence in the event of any conflict.

30. Acceptance of an estimate by the Client constitutes agreement to all the terms and conditions as
outlined in clauses 1 to 30 inclusively.