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1. Definitions

1.1. Unless the context otherwise requires, the following expressions shall have the following
meanings:

“Agreement” means this Agreement and the schedules attached to it;

“Confidential Information ” means any proprietary information, kon-how and Data disclosed or made available by one party to the other party but does not include any information:

(a) Is in the public domain without any breach of this Agreement
(b) On receipt by the other party is already known by that party;
(c) Is at any time after the date of receipt by the other party, received by that party from a
third party;
(d) Required by law to be disclosed by the other party

“Commencement Date” Means the date of this Agreement;

"Data" means the Customer's Data that is entered by the Customer and processed in the course of the Service;

"Force Majeure Event" means any war, riot, strike, natural or man-made disaster or other
circumstances of a similar nature;

"GST" means goods and Services tax imposed under the Goods and Services Tax Act 1985.

"Intellectual Property" includes all copyrights, trademarks, designs, patents, domain names,
concepts, know-how, trade secrets, logos and all other similar property and rights whether
registered or unregistered;

"Maximum Number" means the Maximum Number of users specified in Schedule 1;

"Permitted Users" means employees, directors or contractors of the Customer not exceeding in aggregate the Maximum Number;

"Price" means the Price for the provision of the Service, as specified in Schedule 2;

"Service" means the Service provided by the Supplier from the Website, as described in
Schedule 1; "Systems" means, as the context permits, the software used by the Supplier to
provide the Service and/or the equipment on which that software is installed or used to host the Website (whether this is the Supplier' software or equipment or is third party software or
equipment); “Services” includes, but is not limited to, Website speed optimization, Google my
business listing optimizations, content creation, Website design, logo creation, photography, and performance monitoring.

“Website” Refers to any online platform, portal, or resource owned or operated by Opti Boost, including but not limited to www.optiboost.co.nz and associated content, tools, and Services.

"Working Day" means a day that is not a Saturday, Sunday or public holiday in New Zealand

"Client" refers to the individual or entity using the Services.

2. Introduction

2.1. These terms and conditions ("Terms") govern the provision of online optimisations and
associated Services ("Services") provided by Opti Boost, a business operating under the
laws of New Zealand.

3. Duration of Contract

3.1. Term of Agreement

3.1.1. This Contract takes effect from the Start Date and remains valid for (enter the
time frame) unless it is ended sooner as per the termination clauses provided in
this document.

4. Acceptance of Terms

4.1. By using Opti Boost's Services, the Client agrees to these Terms. If you disagree, please
refrain from using the Services.

5. Provision of Service

5.1. The Supplier will provide the Service to the Customer in accordance with this Agreement.
5.2. The Service is provided to the Customer on a non-exclusive basis and the Customer's
right to use the Service is not transferable.
5.3. The Supplier will provide phone and email support between the hours of 8 am-5 pm on
Working Days for matters which relate directly to the provision of Service.
5.4. Provision of the Service is subject to the terms and conditions of this Agreement including without limitation clause
5.5. The Customer must not, nor may the Customer permit any other person to do any of the
following, or attempt to do so:
5.5.1. Copy, alter, modify, reverse assemble, reverse compile, reverse engineer or
enhance the Systems;
5.5.2. Permit or enable users other than Permitted Users to access or use the Service;
5.5.3. Provide the Service to any users through the operation of a bureau or like
Service;
5.5.4. Resell, rent, lease, transfer, sublicense or otherwise transfer rights to use the
Service:
5.5.5. Use the Service in any way that could damage or interfere with the Systems in
any way.
5.5.6. Use the Service otherwise than in the manner in which the Service is designed to
be used;
5.5.7. Use the Service in any way (whether by transmitting or inputting any files or other
material or otherwise) that could interrupt, damage or otherwise interfere with the
use of the Service by any other customers; or
5.5.8. Do any act which would or might invalidate or be inconsistent with the Supplier's
Intellectual Property rights.
5.6. The Customer must notify the Supplier of any actual, threatened or suspected
infringement of any Intellectual Property right and of any claim by any third party that any
use of the Service infringes any rights of any other person, as soon as that infringement
or claim comes to the Customer's notice. The Customer must (at the Supplier's expense)
do all such things as may reasonably be required by the Supplier to assist the Supplier in
pursuing or defending any proceedings in relation to any such infringement or claim.
5.7. The Customer indemnifies the Supplier against any loss, costs, expenses, demands or
liability whether direct, indirect or otherwise, and whether arising in contract, tort
(including negligence), equity or otherwise, arising out of a claim by a third party alleging
infringement of that third party's Intellectual Property rights if such claim arises from
infringement, suspected infringement or alleged infringement due to:
5.7.1. Use of the Service in a manner or for a purpose or in combination with any other
Service or product not reasonably contemplated or authorized by the Supplier, or
5.7.2. Breach by the Customer of clause 4.4.
5.8. The availability of the Service is dependent on factors outside of the Supplier's control
including without limitation the availability of telecommunications networks and as such
the Supplier cannot and does not warrant that the Service will be continuously available
or available without interruption. The Supplier's commitment to Service availability is
described below:
5.8.1. The Supplier intends that the Service is available 24 hours a day seven days a
week. Exceptions to this may occur for any planned maintenance, emergency
maintenance or unplanned outages;
5.8.2. Planned maintenance: Planned maintenance will take place at times notified in
writing to the Customer,
5.8.3. Emergency maintenance and unplanned outages - where emergency
maintenance is necessary or where unplanned outages occur, this will be notified
via email as soon as possible following this coming to the Supplier's attention.
5.9. Details of the Supplier's disaster recovery plan (or hosting provider's disaster recovery
plan where applicable) are available from the Supplier on request.

6. Results Disclaimer

6.1. While Opti Boost endeavours to offer quality Services, the effectiveness may vary. No
specific outcomes or performance improvements are assured or guaranteed.

7. Client Responsibilities

7.1. Clients must provide accurate and current information necessary for the Services.
7.2. Clients must comply with online platform policies and terms, such as Google's terms of
Service. Opti Boost is not liable for violations made by the Client.
7.3. Feedback and Reviews
7.3.1. Opti Boost values feedback from its Clients. The Client is free to provide
feedback about the Services received. If feedback is provided, Opti Boost may
use such feedback for its business purposes, including testimonials, reviews, and
Service improvements.
7.4. Non-disparagement
7.4.1. The Client agrees not to make any statements, whether written or verbal, or
cause or encourage others to make any statements that defame or disparage
Opti Boost, its Services, products, or any of its employees, directors, or officers.

8. Charges and Payment

8.1. Clients shall pay the fees agreed upon for the Services by the stipulated deadline. Late
payments or in the event of default an interest rate of 2.25% per month will incur until the
payment is in full.
8.2. The Customer will pay the Price for the Service within 7 working days. All payments must
be made in full without deduction or set-off.
8.3. GST will be charged and is payable in addition to the Price.
8.4. If any amount is not paid by the due date, the Supplier may suspend the provision of
Service until the Supplier receives payment in full of all outstanding amounts.
8.5. The Price may be changed by the Supplier on the Supplier giving at least six weeks'
written notice to the Customer of the new charges that will apply provided that if a fixed
term applies any change to the Price will not be effective until the expiry of the fixed term.
8.6. Invoicing
8.6.1. Opti Boost shall request payment to be made via the Stripe payment platform; or
8.6.2. If agreed, Opti Boost shall provide the Client with an invoice for the Services
rendered, which will detail the Services provided, the period of Services, and the
total amount due.

9. Intellectual Property

9.1. All data and/or content except for the 360 virtual tour created by the Supplier is owned by
the Supplier until complete payment is made.
9.2. Upon complete payment, any content created by Opti Boost during the provision of
Services becomes the Client's property, ensuring no infringement of third-party rights.
9.3. The 360 virtual tour will remain owned by the Supplier due to hosting reasons.

10. Data Protection

10.1. Opti Boost collects necessary business-related Data for Service provision. All Data is
securely stored and used solely for Service provision, aiming to comply with New
Zealand's Privacy Act 2020 or any subsequent applicable legislation.

11. Termination

11.1. Non-payment may result in Service suspension or Agreement termination without notice.
11.2. Any breach of terms may lead to Service suspension or Agreement termination without
notice.
11.3. If the Client faces insolvency or administrative issues, Opti Boost may suspend the
Services or terminate this Agreement without notice.
11.4. Suspended Services due to clauses 11.1, 11.2, and 11.3 won't receive refunds.
11.5. Opti Boost can suspend Services or terminate this Agreement anytime, offering a pro-rata
refund for the remaining period.
11.6. Clients can cancel Services with a month's notice.
11.7. Within the first 30 days, Clients can receive a refund (excluding specific fees) if cancelling
for justifiable reasons, such as significant Service failures or breach of terms by Opti
Boost.
11.8. Refunds will only be made to the initial payment method.
11.9. On Agreement termination or Service suspension, Opti Boost may remove Client Data,
ensuring it adheres to Data protection principles.
11.10. Consequences of Termination
11.10.1. Upon the termination of this Agreement, any outstanding payments shall become
due immediately, and both parties shall return or destroy any Confidential
Information belonging to the other party. Further, any rights or licenses granted
under this Agreement will cease.

12. Indemnity

12.1. Clients shall indemnify Opti Boost against breaches of these terms and any claims arising
from Service provision or misuse.

13. Liability

13.1. Opti Boost offers its Services "as is" and excludes any warranties not explicitly stated in
these terms.
13.2. Opti Boost's liability doesn't cover indirect losses like loss of business, contracts, profits,
or other economic losses.
13.3. Clients should monitor their site's bandwidth and disk space. Overuse may lead to
surcharges, communicated during the Service Agreement.
13.4. The Supplier will only be liable for losses (excluding loss of business or profits) which
flow directly from a breach of this Agreement up to a maximum of the amount paid by the
Customer to the Supplier in the three months preceding the event giving rise to the claim
under this Agreement.
13.5. The Customer indemnifies the Supplier against any losses, costs (including legal costs
on a solicitor and own Customer basis), expenses, demands or liability whether direct,
indirect, consequential or otherwise, and whether arising in contract, tort (including
negligence), equity or otherwise, arising (whether directly or indirectly) out of a claim by a
third party in respect of the Customer's use of the Service or the Website, provided that
this indemnity does not apply to the extent that the claim has arisen as a direct result of
the Supplier's negligence.
13.6. The Customer acknowledges that:
13.6.1. In using the Service, the Customer or the Supplier may be redirected to
third-party Websites and/or elect to use third-party products and Services;
13.6.2. Access or use by the Customer of any such third-party Websites, products or
Services is subject to the third party's terms and conditions; and
13.6.3. The Supplier accepts no responsibility or liability for or in connection with access
or use by the Customer of any such third-party Websites, products or Services.

14. Confidentiality

14.1. Both parties agree to treat all non-public information as confidential, with exceptions
being regulatory requirements or as required by law.

15. Force Majeure

15.1. Neither party is liable for failures due to unforeseen events beyond control, such as
natural disasters, wars, or government regulations.

16. Assignment

16.1. Rights and obligations under this Agreement cannot be transferred or assigned without
mutual consent.
16.2. Unless explicitly stated, this Agreement is solely for the benefit of Opti Boost and the
Client and does not confer any rights or remedies on any other person or entity.

17. Dispute Resolution

17.1. Where any dispute arises between the parties concerning this Agreement or the
circumstances, representations, or conduct giving rise to this Agreement, no party may
commence any court or arbitration proceedings relating to the dispute unless that party
has complied with the procedures set out in clause 22.
17.2. The party initiating the dispute ("the first party") must provide written notice of the dispute
to the other party ("the other party") and nominate in that notice the first party's
representative for the negotiations. The other party must within seven days of receipt of
the notice, give written notice to the first party naming its representative for the
negotiations. Each representative nominated shall have the authority to settle or resolve
the dispute.
17.3. If the parties are unable to resolve the dispute by discussion and negotiation within 14
days of receipt of the written notice from the first party, then either party may refer the
dispute to mediation.

18. Entire Agreement

18.1. These terms and conditions, along with any documents specifically mentioned in them,
constitute the complete Agreement between the Client and Opti Boost concerning the
subject matter addressed. They replace any prior Agreements, arrangements,
undertakings, or proposals, written or oral, between the parties regarding such matters.
No verbal explanation or verbal information provided by either party shall modify the
interpretation of these terms and conditions.
18.2. By accepting these terms and conditions, the Client affirms that they have not relied on
any representations other than those explicitly outlined in these terms and conditions.
The Client agrees that they shall have no remedy in respect of any misrepresentation that
has not been explicitly stated in this Agreement.
18.3. Opti Boost retains the right to modify these Terms and Conditions at any given time.
18.4. It is the Client's duty to periodically review these Terms and Conditions for any updates.

19. Electronic Transactions Act 2002

19.1. 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 provision of that Act or any Regulation referred to in that Act.

20. Contact Information

20.1. Contact Opti Boost for inquiries or notices at
Email: optimise@optiboost.co.nz
Phone: 0284095450

21. Severability

21.1. If any provision of these Terms is found invalid, the remainder will remain in effect.

22. Acknowledgment

22.1. Using the Services indicates the Client's understanding and Agreement with these Terms.
23. Governing Law
23.1. This Agreement shall be governed by New Zealand law, and the parties submit to the
non-exclusive jurisdiction of the courts of New Zealand.