3.4. We may notify you at any time that we have ceased to carry out the Services on credit. This cessation does not relieve you for amounts owing up to the date on which the contract is terminated.
3.5. Payment of all money shall be without set-off or deduction of any kind.
3.6. You agree to pay our reasonable disbursements incurred in connection with provision of the Services including travel costs at $1.25/km plus GST for any travel beyond a 20km radius from our office at Fraser Road, Central Southland.

4. Indemnity and Liability

4.1. All reports prepared as part of the Services are based on information gathered at a point in time and a sample of activities and thus any reporting is limited to that snapshot of information and is not a representation of the whole business operation of the Client. Therefore, neither we nor our employees accept 
any legal responsibility for the reliability, accuracy or completeness of such reports. Nor do we accept any liability of any kind whatsoever, including liability for reason of negligence, to any person for losses incurred as a result of placing reliance on such reports.
4.2. You shall indemnify us against all costs, claims, demands, expenses and liabilities of whatsoever nature however caused or arising which is brought by any person in connection with any matter, act, omission, or error by us, our agents or employees in connection with the Services. This includes without prejudice to the generality of the foregoing, claims for death, personal injury, damage to property and consequential loss (including loss of profits) which may be made against us or which we may sustain, pay, or incur as a result of or in connection with the supply of the Services unless such cost, claim, 
demand, expense or liability shall be directly and solely attributable to our negligence.
4.3. Except to the extent that the law prevents us from excluding liability we shall not be liable for any loss or damage or liability of any kind whatsoever (including consequential loss or lost profit or business) whether suffered or incurred by you or another person and whether in contract, or tort (including in negligence), or otherwise and whether such loss or damage arises directly or indirectly from Services provided by us to you.
4.4. To the extent that we are liable for any reason for any loss suffered or liability incurred by you arising from any breach of these Terms or for any other reason, such liability shall be limited to the total price payable for the Services.

5. Warranties

5.1. The Consumer Guarantees Act 1993 (“CGA”), the Fair Trading Act 1986 (“FTA”), and other statutes may impose warranties, conditions or obligations upon us which cannot by law (or which can only to a limited extent by law) be excluded. We exclude all such imposed warranties, conditions or obligations to the extent permitted by law and exclude any warranty, condition or obligation imposed or implied under common law, equity or otherwise.

5.2. Where you acquire goods and/or services from us for the purposes of a business:

5.2.1. the parties acknowledge and agree that:

(a) you are acquiring the goods and/or services covered by these Terms for the purposes of a business in terms of sections 2 and 43(2) 
of the CGA;
(b) the goods and/or services are both supplied and acquired in trade from the purposes of the FTA and the parties agree to contract out of 
sections 9 (Misleading and deceptive conduct generally), 12A (Unsubstantiated representations), and 13 (False or misleading 
representations); and

5.2.2. you agree that all warranties, conditions, and other terms implied by the CGA or sections 9, 12A, and 13 of the FTA are excluded from these Terms to the fullest extent permitted by law and the parties further acknowledge and agree that it is fair and reasonable that the parties are bound by 
this clause.

6. Intellectual Property

6.1. In these Terms “Intellectual Property” includes all intellectual property rights (including without limitation copyright, patent and design rights, drawings, documents, data, ideas, procedures and calculations).
6.2. In respect of Intellectual Property used in or arising from the performance of the Services:

6.2.1. all pre-existing Intellectual Property the subject of an Intellectual Property right resides with the owner as at the date of these Terms (whether you or us);
6.2.2. any new Intellectual Property will be dealt with in accordance with clauses 6.3 to 6.5 (inclusive).

6.3. Subject to clauses 6.2.1 and 6.5 we are and will remain the exclusive owner everywhere in the world of all Intellectual Property rights and interests (including copyright and all other statutory and common law rights and interests) in any documents prepared by us for you, as first owner of those Intellectual Property rights and interests.
6.4. We shall retain exclusive worldwide ownership at all times of our artistic styles, methods of working, techniques, ideas, skills and know-how.
6.5. Upon payment of all amounts owing to us in accordance with these Terms, we assign to you the copyright in the final form of any documents which we have specifically created for you in New Zealand and for the purposes as specified in the description of the Services, or if not specified, for the purposes which would be reasonably expected in light of the nature of your request for the Services.

7. Privacy of Information:

You authorise us:

7.1. to collect, retain and use information about you from any person for the purpose of assessing your creditworthiness;
7.2. to disclose information about you:

7.2.1. to any person who guarantees, or who provides insurance, or who provides any other credit support, in relation to your obligations to us;
7.2.2. to such persons as may be necessary or desirable to enable us to exercise any power or enforce or attempt to enforce any of our rights, remedies 
and powers under these Terms.

8. Confidentiality

You shall at all times treat as confidential all non-public information and material received from us (including any new Intellectual Property and prices) and shall not publish, release, or disclose the same without our prior written consent.

9. Costs

You must pay our costs (including legal costs, as between solicitor and client) of and incidental to the enforcement or attempted enforcement of our rights, remedies and powers under these Terms.

10. Governing law/jurisdiction

These Terms will be governed by and construed in accordance with the laws of New Zealand and the parties agrees to submit to the exclusive jurisdiction of the New Zealand Courts for any disputes or proceedings arising out of or in connection with these Terms.

11. Termination

Either party may terminate these Terms by giving two weeks written notice to the other party.

12. Survival

The provisions of this clause 12 and of clauses 4 (Indemnity and Liability), 6 (Intellectual Property), 8 (Confidentiality), 9 (Costs) and 10 (Governing law/jurisdiction) of these Terms and any other provision which by its nature is intended to survive the termination or expiration of these Terms will survive the termination or expiration of these or completion of the Services.