Email:                  john@cjwdesign.co.nz

Mobile:                +64 21 361 957

Skype:                 john.whittington.cjwdesign

Address:              113 Pupuke Rd, Northcote, Auckland 0627, New Zealand 

Linkedin profile:  www.linkedin.com/in/john-whittington-427b5a72?trk

Company:             CJW DESIGN LIMITED 5703172

NZBN:                   9429041757789 

Insurance:             Professional Indemnity NZ$0.5M; Public Liability NZ$5M;

CJW Design Ltd. Terms & Conditions

 1. In these Terms and Conditions: (i) "Services" means any and all services provided to the Client by CJW Design; (ii) the "Contract" means these Terms and Conditions and any applicable service schedule, and  any applicable pricing schedule; (iii) "CJW Design" means CJW Design Limited, its affiliates and subsidiaries, and their officers, directors, employees, representatives and agents individually or collectively.

2. The Client agrees to pay all undisputed portions of invoices for the Services on the 20th of the month following. CJW Design reserves the right to charge interest at a monthly rate of 2% on any amount remaining unpaid beyond these terms and may withhold any or all Services until the arrears, including interest, are paid. CJW Design reserves the right to access information held by Credit Reference Agencies for the purpose of recovering undisputed arrears.

3. CJW Design reserves the right to charge for any work that is additional to that originally quoted.

4. CJW Design will keep confidential and not use or disclose to any third party outside CJW Design any data, plan or other technical information received from the Client except as may be required by law or as may be authorised by the Client. This obligation will survive termination of the Contract. This obligation will not apply to any data, plans or other technical information that was in CJW Design's possession before its disclosure by or on behalf of the Client to CJW Design, or becomes part of the public domain through no fault of CJW Design or otherwise becomes available to CJW Design from an independent source not under a confidentiality obligation to the Client.

5. The Client shall indemnify and hold CJW Design harmless from all claims, costs, proceedings, damages and expenses, (including legal and other professional fees and expenses), awarded against or incurred or paid by CJW Design as a result of or in connection with any alleged or actual infringement, whether or not under New Zealand law, of any third party's intellectual property rights (including copyright) or other rights arising out of the use or supply of the information by or on behalf of the Client to CJW Design.

6. This Contract continues in force until terminated by CJW Design or the Client, after giving the other party 30 days' written notice.

7. If the Contract is terminated by CJW Design or the Client before the Services under the Contract are completed, CJW Design's fees will be calculated on a pro rata basis up to the date of termination. Any reasonable costs directly attributed to early termination and any amounts then due to CJW Design will immediately become payable.

8. CJW Design's Services do not assess compliance with any standard other than the standards that are expressly agreed in writing by CJW Design and the Client.

9. If the Client requires Services in a jurisdiction in which CJW Design itself does not do business the Client acknowledges and agrees that these Services will be performed by a subsidiary or affiliate or subcontractor of CJW Design.

10. In providing Services, information, or advice, CJW Design does not warrant the accuracy of any information or advice supplied. Similarly CJW Design will not be liable for the accuracy, completeness or consistency of information supplied by the client or any advice derived from its use. Except as set out in these Terms and Conditions, CJW Design will not be liable for any loss, damage, or expense sustained by any person and caused by any act, omission, error, negligence, or strict liability of CJW Design or caused by any inaccuracy in any information or advice given in any way by or on behalf of CJW Design even if held to amount to a breach of warranty. Nevertheless, if the Client uses the Services or relies on any information or advice given by or on behalf of CJW Design and as a result suffers loss, damage, or expense that is proved to have been caused by any negligent act, omission, or error of CJW Design or any negligent inaccuracy in information or advice given by or on behalf of CJW Design, then CJW Design will pay compensation to the Client for its proved loss up to but not exceeding the amount of the fee (if any) charged by CJW Design for that particular service, information, or advice.

11. Notwithstanding the previous clause, CJW Design will not be liable for any loss of profit, loss of contract, loss of use, or any indirect or consequential loss, damage, or expense sustained by any person caused by any act, omission, or error or caused by any inaccuracy in any information or advice given in any way by or on behalf of CJW Design.

12. CJW Design will not be liable or responsible in negligence or otherwise to any person not a party to this Contract pursuant to which any design, statement, data, or report is issued by CJW Design for (i) any information or advice expressly or impliedly given by CJW Design, (ii) any omission or inaccuracy in any information or advice given, or (iii) any act or omission that caused or contributed to the issuance of any certificate, statement data, or report containing the information or advice. Nothing in these Terms and Conditions creates rights in favour of any person who is not a party to the Contract with CJW Design.

13. No omission or failure to carry out or observe any stipulation, condition or obligation to be performed under the Contract will give rise to any claim against CJW Design, or be deemed to be a breach of contract, if the failure or omission arises from causes beyond that entity's reasonable control.

14. Where any claim made under these Terms and Conditions is shown to be a result of negligence by a subcontractor to the Company, the Company has the right to pass all responsibility and any resulting liability to such subcontractor in accordance with these and their own Terms and Conditions.

15. Any dispute, claim, or litigation between CJW Design and the Client arising from or in connection with the Services provided by CJW Design shall be subject to the exclusive jurisdiction of the New Zealand courts and will be governed by New Zealand law.

16. No addition, alteration or substitution of these Terms and Conditions will bind CJW Design or form part of this Contract unless it is expressly accepted in writing by an authorised CJW Design representative who expressly states in writing that CJW Design is agreeing to alter these Terms and Conditions. In the event of any conflict between these Terms and Conditions and any document purporting to impose different terms, these Terms and Conditions will prevail.

17. The Client has a duty to provide a safe place of work for CJW Design's staff. This duty relates to places of work which are under the control of the Client.

18. CJW Design in its discretion may withhold any design or report in the event of non payment of any fee.

19. CJW Design Licenses the Client to use the Services for the specific purpose for which they were prepared, but for no other purpose. Unless the right to reproduce or to create deviation or neighbouring Services is otherwise set out in writing, the Client shall only be entitled to use the licensed Services to create one derivative work only and to make such copies of the copyright material as are necessary for completion of that derivative work and any statutory compliance associated with it. For every additional reproduction made through the use of the services provided the Client shall pay 20% of the sell price of those services.

The license to use the Services comes into effect on the first payment by the Client to CJW Design and remains in force so long as all payments required of the Client are made on time. CJW Design may suspend or revoke the license if the Client fails to make any payment. Such suspension or revocation shall cause the suspension of the derivative Services if uncompleted.

20. The parties will meet and discuss in good faith any dispute between them arising out of this agreement. If the discussions fail to resolve the relevant dispute, either party may (by written notice to the other party) require that the dispute be submitted for mediation by a single mediator nominated by the President for the time being of the Auckland District Law Society. In the event of any such submission to mediation the cost of the mediation will be shared equally between the parties.

21. Neither party may transfer or assign any of its liabilities or rights under this Agreement to any other person without the prior written consent of the other party, which consent may not be unreasonably withheld.

 22. Nothing expressed or implied in this Agreement will constitute either party as the partner, agent, employee or officer of, or as a joint venture with, the other party, and neither party will make any contrary representation to any other person.