Taxi Terms & Conditions

1. Introduction and Terms of Trade

1.1 Working Capital Facility: Taxi is a tax-powered working capital business that allows Clients to borrow money from it, secured against the provisional tax payments made by the Client and deposited in the Tax Pooling Account, for a period of up to nine months. Amounts borrowed are repayable by monthly repayments over a nine-month period unless otherwise agreed.

1.2 Terms of Trade: These Terms apply to the provision of the Working Capital Facility by Taxi to the Client and it is a condition of utilising the Working Capital Facility that the Client agrees to these Taxi Terms and Conditions (“Terms”) and the Client will become bound by these Terms as soon as it accepts these.

1.3 Tax Traders Terms: It is a condition of utilising the Working Capital Facility that the Client is also a party to, and agrees to, the Tax Traders Terms. To the extent there is any inconsistency between the Tax Traders Terms and these Terms in relation to the operation of the Working Capital Facility, these Terms prevail. The Tax Traders Terms are set out in the appendix to the Terms. By accepting the Terms the Client also agrees, for the benefit of Tax Traders Limited, to be bound by the Tax Traders Terms.

1.4 Representations and Warranties: By agreeing to the Tax Traders Terms, the Client acknowledges the following representation and warranty from Tax Traders Limited as contained in the Tax Traders Terms, that:

(a) it has validly established the Tax Pooling Account, with the IRD’s approval, pursuant to the relevant sections of the Tax Acts and on the basis that the Trustee has the sole right to make any request or to give instructions to the IRD in respect thereof;

(b) it is not aware of any matter which may cause the IRD to wind up the Tax Pooling Account under section 15T(2) of the Tax Administration Act;

(d) none of its directors are discharged or undischarged bankrupts, nor have they been convicted of any dishonesty offences;

(e) all of its directors are otherwise eligible to be company directors;

(f) no Terminating Event (as defined in clause 16.1) has occurred and remains unremedied or will result from its entry into this Agreement; and

(g) it will not create any security interest in the Trustee Accounts or the Tax Pooling Account or any credit balances therein.

1.5 Client Acknowledgement: The Client acknowledges that the operation of the tax pooling account is not subject to the Commissioner's oversight or audit and the Commissioner has no liability for any loss related to the Tax Pooling Account.

1.6 Terms are Paramount: These Terms are paramount and, to the extent there is any conflict between the Terms and other documents relating to the Working Capital Facility (including any document produced by Client) these Terms will prevail.

2. Interpretation

2.1 In these Terms unless the context otherwise requires:

“Advance” means an amount advanced by Taxi to the Client under these Terms.

“Amount Outstanding” means, at any time, the amount of each Advance that remains outstanding under these Terms.

“Available Balance” means the amount of credit shown as available on the Client’s account at any given time expressed as the sum of their Tax Credits, less the Amount Outstanding. The Available Balance is the maximum amount able to be borrowed.

“Business Day” means any day other than a Saturday, Sunday or a statutory public holiday in New Zealand.

“Client” means a client of Taxi paying provisional tax through the Tax Pooling Account administered by Tax Traders Limited and utilising the Working Capital Facility provided by Taxi.

“Client IRD Account” means the Client’s individual IRD account.

“Client Bank Account” means the Client’s individual bank account held at a registered New Zealand bank. This is the same account that will be used for the making of and withdrawal of Provisional Tax Instalments, any refunds the Client becomes entitled to under these Terms and into which (net) Advance amounts will be paid.

“Default” means an event listed in clause 12.1.

“Drawdown Notice” means a notice from the Client, through the Taxi Portal, requesting an Advance of all or a portion of the Available Balance.

“Due Date” means in relation to each Advance, the date nine months after the date that Advance is made or such shorter period as may be agreed (being not less than the Minimum Term). This is the date by which the Client must have repaid the relevant Advance. The Due Date may be extended by mutual agreement between the Client and Taxi.

“GST” means goods and services tax chargeable, or to which a person may be liable, under the GST Act, and any penalties, additional tax or interest payable in respect of such goods and services tax.

"GST Act" means the Goods and Services Tax Act 1985.

“Interest Rate” is the interest rate charged by Taxi on Advances and used to calculate the Prepaid Interest Amount. This rate will be published on Taxi’s website and the Taxi Portal.

“IRD” means the New Zealand Inland Revenue Department, constituted under section 5 of the Tax Administration Act 1994 (as amended).

“Losses” means all costs, losses, liabilities (including legal and other professional expenses and GST and similar taxes), claims, demands, damages, fines and penalties (including any consequential or indirect losses, economic losses or loss of profits).

“Minimum Term” means one (1) calendar month.

"PPSA" means the Personal Property Securities Act 1999.

"Prepaid Interest Amount" means, in relation to an Advance, an amount calculated by discounting the amount of that Advance by the Interest Rate for the period from and including the Advance Date, to but excluding the Due Date for that Advance and assuming no repayments are made prior to the Due Date.

“Provisional Tax Instalment” means an amount of the Client’s provisional tax calculated in accordance with the relevant statutes, regulations and guidelines issued by the IRD.

"Taxable Supply Information" has the meaning given to that term in section 19E of the GST Act.

“Tax Acts” means the Income Tax Act 2007 and the Tax Administration Act 1994 (as amended) and any Acts in substitution thereof.

“Tax Credit” means a direct or indirect payment of a Provisional Tax Instalment (in respect of the preceding 12-month period) by the Client into the Tax Pooling Account. Only Tax Credits held through the Tax Pooling Account can be used as security for the Working Capital Facility.

“Taxi” means Taxi Limited, Company Number 8868789, trading as "Taxi".

“Tax Pooling Account” means the following IRD trust account used by Taxi for the purposes of tax pooling under the Tax Acts that is held and operated by the Trustee and “Tax Traders Tax Pooling Account” has the same meaning:

Tax Traders Public Trust Tax Pool Account

IRD No. 108 364 947.

“Taxi Portal” means the web-based Taxi system for recording Client information (including Tax Credits held by the Client in the Tax Pooling Account).

"Tax Traders Terms" means the separate terms and conditions that apply to the Client's relationship with Tax Traders Limited including in relation to the administration by Tax Traders Limited of the Tax Pooling Account.

“Terms” means the terms of the Working Capital Facility contained in this document.

“Trustee” means the Public Trust, a Crown entity established under section 7 of the Public Trust Act 2001, acting as a custodial Trustee in accordance with the Tax Pooling Trustee Agreement.

“Trustee Account” means the bank account of the Trustee for the purpose of the payment of Tax Credits by the Client and the withdrawal of Tax Credits. That account and its details are restated below:

Trustee Account - 02-0506-0310831-000

“Working Capital Facility” means the facility provided by Taxi under these Terms that enables the Client to request Advances up to their Available Balance, secured over Tax Credits transferred by the Client to Taxi (within the Tax Pooling Account) by way of security and includes the ability for the Client to redeem those Tax Credits in their name subject to certain terms and conditions.

2.2 Person: A reference to a “person” includes a corporation, association, firm, company, partnership, individual or government or local body.

2.3 Headings: Headings are used as a matter of convenience only and shall not affect the interpretation of these Terms.

3. Fees

3.1 Facility Fee: The Client must pay a Facility Fee for accessing the Working Capital Facility, calculated at 0.15% per month, calculated daily and payable quarterly in arrears, on the sum of the Client's Tax Credits or, if more, $90/quarter and for a Minimum Term of 12 months. Until the first Tax Credit has been received by Taxi, there is no Facility Fee. If a Tax Credit is received part way through a month, the Facility Fee will only apply to that payment for the remaining number of days in the month and the cost pro-rated accordingly.

3.2 GST:

(a) unless otherwise specified, all monetary amounts payable or recorded in this agreement are exclusive of GST;

(b) if a party ("Supplier") is or becomes liable to pay GST in respect of any supply made by it to the other party ("Recipient") under this agreement, the Recipient must pay to the Supplier, in addition to and at the same time as the consideration otherwise payable by the Recipient for the supply, an additional amount equal to the amount of that GST; and

(c) where clause 3.2(b) applies, payment by the Recipient is subject to the Supplier having provided Taxable Supply Information to the Recipient in accordance with the GST Act.

4. Drawdowns and Repayments

4.1 Process: Drawdown Notices can be provided through the Taxi Portal. The Client will receive an email confirmation of their request including the Advance amount, the Prepaid Interest Amount, the net Advance amount and details of the repayment schedule, including the Due Date. That information will also be available to the Client on the Taxi Portal. Taxi may accept or reject Drawdown Notices in its sole discretion.

4.2 Timing of Drawdowns: When a Drawdown Notice is accepted by Taxi, the Advance (net of the Prepaid Interest Amount) will be paid to the Client Bank Account within 3 Business Days of Taxi accepting the Drawdown Notice unless a Termination Event is subsisting and subject to clauses 13.3 and 13.4.

4.3 Use of Funds: Taxi requires the Client to complete a Business and Investment Purposes Declaration (under section 14 of the Credit Contract and Consumer Finance Act 2003) that the Working Capital Facility is to be used wholly or predominantly for business or investment purposes (or for both purposes).

4.4 Extension of Due Date: The Client may at any time request that Taxi offer the Client an extension of the Due Date in consideration of the payment of an additional Prepaid Interest Amount and the transfer of additional Tax Credits by way of security under clause 5. The decision to provide an extension to the Due Date will be at the sole discretion of Taxi. The availability of an offer to extend the Due Date will be notified to the Client through the Taxi Portal.

4.5 Repayment:

(a) each Advance must be repaid in accordance with the repayment schedule advised under clause 4.1; and

(b) if an Advance is repaid or prepaid earlier than contemplated by the repayment schedule or before the final repayment date the Client will be entitled to receive, on the final repayment date, a refund from the Prepaid Interest Amount calculated by applying the Interest Rate to the amount of the Advance (including the Prepaid Interest Amount) to the Amount Outstanding on a daily basis. Taxi will promptly (and in any event within two Business Days) of an Advance being repaid in full, calculate any refund amount payable by it under this clause and pay that amount into the Client's Bank Account.

4.6 Free and clear: All payments made by the Client under these Terms must be made free and clear of any deduction, withholding or set -off whether on account of tax or for any other reason, unless required by law.

4.7 Gross up: If the Client is required to deduct or withhold an amount on account of tax from a payment made under these Terms, the relevant amount payable by the Client will be increased to the extent necessary to ensure that, after that deduction or withholding is made, Taxi receives and retains a net amount equal to the amount that it would have received and retained had no such deduction or withholding been required.

4.8 Default indemnity: The Client agrees to indemnify Taxi on demand for any Losses or liabilities suffered or incurred by it as a consequence of the Client not repaying any Advance in full by its Due Date or the occurrence of any other Default, including without limitation all costs and expenses associated with any enforcement process (including solicitor costs on a full indemnity basis).

5. Security

5.1 Security: As security for each Advance the Client agrees to transfer to Taxi (and instructs Tax Traders Limited to transfer to Taxi), by way of security, Tax Credits equal to the Advance amount (including, for the avoidance of doubt, the Prepaid Interest Amount).

5.2 Security for extension of Due Date: Where the Due Date is extended under clause 4.4, the Client will need to transfer additional Tax Credits to Taxi under clause 5.1 so that the face value of the Tax Credits held as security is equal to or greater than the sum of the outstanding Advance amount and the additional Prepaid Interest Amount.

5.3 Authority to deal with Tax Credits:

(a) if an Advance is not repaid or prepaid in full by its Due Date the Client irrevocably authorises Taxi to sell or otherwise dispose of Tax Credits it holds under clause 5.1 and apply the amounts received by it towards amounts due to it under these Terms. All costs of sale will be for the account of the Client. Any residual amount after the Amount Outstanding has been paid or repaid in full and sale costs settled will be paid by Taxi into the Client's Bank Account within two Business Days; and

(b) without limiting Taxi's obligations under clause 5.5 to re-transfer Tax Credits to the Client, Taxi shall be entitled to deal with Tax Credits transferred to it under clause 5.1 in its sole discretion.

5.4 Interest on Tax Credits and Prepaid Interest: The Client acknowledges and agrees that any interest earned by Taxi on Tax Credits held by it as security under this clause 5 or on the Prepaid Interest Amount will belong to Taxi.

5.5 Release of Security: Separately in relation to each Advance, the Client may request that Tax Credits transferred by the Client under clause 5.1 are (subject in each case to clauses 5.3(a), 6.2 and 12.2) re-transferred to it on a proportionate basis as repayments of the Advance are made by the Client. When the Amount Outstanding has been paid or repaid in full, the Client may request that Taxi re-transfers any remaining Tax Credits held by Taxi in relation to that Advance, to the Client. Taxi will comply with any valid request for re-transfer within five (5) Business Days. If the Client does not make a request under this clause, Tax Credits will be automatically transferred to the Client IRD Account in accordance with clause 6.2. In clause 5.3(b) and this clause 5.5, a re-transfer of a Tax Credit means a transfer of a Tax Credit to the Client of the relevant amount and having the same 'date stamp' as the original Tax Credit.

5.6 PPSA:

(a) the Client waives its rights to receive a copy of the verification statement confirming registration of the security interest created by this clause 5;

(b) the Client agrees that nothing in sections 114(1)(a), 133 or 134 of the Personal Property Securities Act 1999 ("PPSA") shall apply to these Terms or this clause 5; and

(c) the Client waives its right to receive a statement of account under section 116, to receive notice of a proposal to retain personal property under section 120(2) and to object to any proposal to retain personal property under section 121, in each case of the PPSA.

6. Tax Compliance

6.1 Not an Accounting Service: Taxi is not an accounting service. The Client will need to access their myIR account to determine their obligations to make and maintain Tax Credits. Taxi assumes no obligations to advise on any aspect of the Client's tax affairs. The Client is required to calculate their tax liability and file their tax return independently of Taxi.

6.2 Automatic transfer of Tax Credits: Any Tax Credit that is not being held as security for an Advance and that is more than 12 months old on the date that is 70 days after the Client's terminal tax date will be automatically transferred to the Client IRD Account by Taxi unless the Client has instructed Taxi otherwise.

7. Relationship to Third Parties

7.1 Tax Traders Limited:

(a) the Client consents to Taxi disclosing to Tax Traders Limited any information required by it in relation to the Working Capital Facility or the holding of Tax Credits by Taxi as security under these Terms where that information is required by Tax Traders Limited to perform its obligations under the Tax Traders Terms; and

(b) if the Client’s accountant has registered the Client with Tax Traders Limited then the Accountant will be made aware that the Client has signed up to the Working Capital Facility and will be able to see the Client’s use of the Working Capital Facility recorded in the Taxi Portal.

7.2 Taxlab: Taxi engages the services of Taxlab to enable the Client to access to their own IRD data. Taxi and its assignees will do their best to make sure the data is bug free and error free however, Taxi will not be liable for Losses due to data errors in the IRD data received.

8. Client Obligations

8.1 Client Obligations: The Client acknowledges and agrees that it shall:

(a) ensure its employees, agents, accountants or nominated persons have authority to bind the Client where it is the Client’s employee, agent, accountant or nominated person giving instructions and requests;

(b) ensure all information provided to Taxi is correct and complete; and

9. Representations and Warranties

9.1 Representations and Warranties: The Client represents and warrants no person other than Taxi holds any security over its Tax Credits or in respect of the Trustee Accounts, the Tax Pooling Account or any credit balances in those accounts. This representation will be deemed to be repeated by the Client on each Business Day.

10. Confidentiality

10.1 Permitted Use of Information: The Client grants Taxi authority to:

(a) access its data held at IRD and to take such actions with that data as may be reasonably required to provide the Working Capital Facility, including providing access to myIR. This includes Taxi making the information available to third parties in the ordinary course of providing the Working Capital Facility. Taxi reserves the right to use information acquired about the Client in its communication with the IRD, as required by the Tax Acts;

(b) contact Taxi's preferred Anti-Money Laundering and Counter Financing of Terrorism (AML/CFT) provider to complete an AML verification before releasing funds to the Client's bank account; and

(c) disclose confidential information where it is reasonably required to provide the Working Capital Facility, where it is required under these Terms or to give effect to these Terms, where the Client has authorised such disclosure or where it is permitted under law.

10.2 Limited disclosure by Taxi: Subject to clause 10.1, Taxi will not disclose details regarding the Client unless permitted to do so by law or requested by the Client.

10.3 Client Obligations: The Client must keep confidential any information it receives from Taxi which a reasonable person would expect to be confidential or commercially sensitive, including, without limitation, any pricing information. The Client may only disclose confidential or commercially sensitive information if required to by law and after having given Taxi and the Trustee prior notice.

11. Liability

11.1 No liability for consequential loss: None of Taxi, Tax Traders Limited nor the Trustee shall be liable in connection with a claim by the Client for any indirect or consequential loss or for any loss of revenue, profits, goodwill, business or anticipated business, anticipated savings or for any business interruption, loss of data, or other indirect or consequential loss or damage whether or not that loss was, or ought to have been, contemplated by Taxi or Tax Traders Limited or the Trustee.

11.2 No liability In the event financial markets cease to operate: If financial markets cease to operate in the ordinary course of business for any reason, or a market wide credit event means Taxi (or, as the context requires, Tax Traders Limited) is unable to access financial services or to facilitate repayments and retransfers of Tax Credits to Clients, neither Taxi or Tax Traders Limited will be liable to the Client for any Losses or costs they suffer or incur.

11.3 Tax Traders Limited and IRD: Taxi will not be liable for any costs or Losses of the Client of whatever nature that are attributable to, whether fully or partially or directly or indirectly, the actions of IRD or Tax Traders Limited including, without limitation:

(a) consequential or special Losses;

(b) incidental or exemplary Losses;

(d) loss of profits or opportunities.

12. Default

12.1 Default: A Default occurs if any one or more of the following occurs:

(a) the Client fails to perform any of its obligations under any these Terms (including failure to make payment on or before a Due Date);

(b) any representation made by the Client is incorrect or misleading in any respect;

(c) the Client becomes insolvent or is adjudicated bankrupt or an application is made for its liquidation or a liquidator, receiver, statutory manager or voluntary administrator is appointed to it or in respect of its assets;

(d) the Client enters into, or is likely to enter into, any composition or arrangement with its creditors;

(e) the Client no longer carries on business or threatens to cease carrying on business; or

(f) any other event which Taxi considers may materially adversely affect the ability of the Client to perform any of its obligations under these Terms.

12.2 Enforcement upon Default Event: If a Default Event occurs, Taxi may, at its option, without prejudice to any other rights or remedies, do any one or more of the following:

(a) declare all moneys outstanding under these Terms to be immediately due and payable and/or demand their immediate payment;

(b) suspend these Terms in which case Taxi shall not be obliged to perform any of its obligations under these Terms during the period of suspension;

(c) enforce its security rights under clause 5 (including, for the avoidance of doubt, to sell Tax Credits under clause 5.3); or

(d) terminate these Terms.

13. General

13.1 Severability: If any provision of these Terms is or becomes unenforceable, illegal or invalid for any reason it shall be deemed to be severed from these Terms without affecting the validity of the remainder of these Terms and shall not affect the enforceability, legality, validity or application of any other provision of these Terms.

13.2 Notice provisions: Any notice to be given by a party to the other shall be in writing and shall be given by:

(a) in the case of Taxi, by personal delivery to the address noted on the contact page of the Taxi website;

(b) in the case of the Client, mailing by pre-paid post to the address for the party recorded on their Client account on the Taxi Portal, or in the case of Taxi, mailing by pre-paid post to the address for the party recorded on the Taxi website, and shall be deemed to be given three Business Days after the date of mailing; or

13.3 Force majeure: No party shall be liable for any failure or delay in complying with any obligation imposed on that party under these Terms if:

(a) the failure or delay arises directly or indirectly from a cause reasonably beyond that party’s control and not due to the Default or insolvency, or an intentional act or omission, of that party;

(b) that party, on becoming aware of the cause, promptly notifies the other party in writing of the nature and expected duration of, and the obligation affected by the cause; and

(c) that party uses its reasonable endeavours to mitigate the effect of the cause on that party’s obligations and to perform that party’s obligations on time despite the cause,

but nothing in this clause shall excuse a party from any obligation to make a payment when due under these Terms.

13.4 AML/CFT and other laws:

(a) the Client will at any time on request by Taxi provide Taxi with all documents and evidence required by it to comply with its obligations under laws relating to anti-money laundering, terrorism financing or trade sanctions; and

(b) Taxi may delay, block or refuse to process any payment or transaction under these Terms without liability to the Client if it considers that to act otherwise may cause it to breach any law or result in a breach of any laws relating to anti-money laundering, terrorism financing or trade sanctions.

13.5 Amendment: Except in the case of Interest Rates, which Taxi may vary in its sole discretion, these Terms may only be amended by agreement between Taxi and the Client.

13.6 Assignment: The Client may not assign all or any of its rights or obligations under these Terms without the prior written consent of Taxi.

13.7 Waiver: The rights, powers, exemptions and remedies of Taxi shall remain in full force notwithstanding any neglect, forbearance or delay in their enforcement. Taxi shall not be deemed to have waived any provision of these Terms unless such waiver is in writing signed by Taxi or an authorised officer of Taxi. Any such waiver, unless the contrary is expressly stated, shall apply to, and operate only in, a particular transaction, dealing or matter.

13.8 Errors or omissions: Clerical errors or omissions, whether in compilation or otherwise in any order, quotation, acknowledgement, invoice or other such documentation, are subject to correction by Taxi. Amounts calculated by Taxi as payable by the Client shall be conclusive absent manifest error.

13.9 Privacy: The Client authorises Taxi to:

(a) contact and collect information from any Third party, including any credit agency, referee or other source. The Client authorises such third parties to provide to Taxi any information about the Client; and/or

(b) disclose information about the Client to any third party,

where it is reasonably required to provide the Working Capital Facility, where it is required under these Terms or to give effect to these Terms, where the Client has authorised such collection or disclosure or where it is permitted under law.

13.10 Relationships: Nothing in the making or performance of these Terms creates the relationship of partnership, joint venture or agent and principal between the parties. The relationship between the parties is the relationship of independent parties contracting for goods and services.

13.11 No Tax Advice: Taxi does not provide tax advice to the Client in connection with the Working Capital Facility provided under these Terms. The Client agrees that it is solely responsible for taking its own advice on the appropriateness of it utilising the Working Capital Facility, its rights under these Terms and its tax affairs generally.

13.12 Business purposes: The Client acknowledges and agrees that it is contracting for the provision of the Working Capital Facility for the purposes of a business as defined in the Consumer Guarantees Act 1993 and that the provisions of the Act do not apply to the Working Capital Facility.

13.13 Rights of Tax Traders Limited:

(a) Clauses 1.3, 5.1, 11.1 and 11.2 are for the benefit of and enforceable by Tax Traders Limited under section 12 of the Contract and Commercial Law Act 2017; and

(b) Clause 11.1 is for the benefit of and enforceable by the Trustee under section 12 of the Contract and Commercial Law Act 2017.

13.14 Governing Law: These Terms are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of any these Terms.

Appendix

Client Service Agreement for the Provision of Tax Traders Limited Client Services

1. Interpretation

1.1 In these Terms unless the context otherwise requires:

"Business Day" means any day other than a Saturday, Sunday or a statutory public holiday in New Zealand.

“Client” means a client of TTL paying provisional tax and using the Services provided by TTL.

“Client Associate” means any taxpayer that the Client has registered as an associate in the TTL Record System. Associates can only be entered or modified in the system by the Client and the Trustee to the exclusion of TTL.

“Client IRD Account” means the Client’s individual IRD account. Details of this account may only be entered or modified on the TTL Record System by the Client and the Trustee to the exclusion of TTL.

“Client Bank Account” means the Client’s individual bank account held at a registered New Zealand bank.

“Client Interest” means the interest amount agreed between TTL and the Client for Tax Finance.

"Client Representative" means each employee, agent, Related Company, or contractor of the Client.

“Commissioner” means the Commissioner of Inland Revenue, as defined in section 3(1) of the Tax Administration Act 1994.

“Cut-off Date” means the date by which Deposits and Purchase Requests, Sale Requests, Transfer Requests or Tax Finance Requests must be received by TTL as notified by TTL on its website.

"Default" means an event listed in clause 15.1.

“Deposit” means a deposit made or to be made by or in respect of the Client to the relevant Trustee Account.

“Financed Amount” means the amount that is the subject of a Tax Finance Request.

“Finance Period” means the agreed period of time in relation to Tax Finance.

“Financier Interest” means the interest amount agreed between TTL and a third party financier for Tax Finance in accordance with the loan agreement with the third party lender.

“GST” means goods and services tax chargeable, or to which a person may be liable, under the Goods and Services Tax Act 1985, and any penalties, additional tax or interest payable in respect of goods and services tax.

“IRD” means the New Zealand Inland Revenue Department, constituted under section 5 of the Tax Administration Act 1994 (as amended).

“Monthly Processing Date” means the date set by TTL on its website by which the settlement of a Purchase or Sale must be processed. The Monthly Processing Date will generally occur on the 27th of each month.

“TTL” means Tax Traders Limited, company number 3584911.

“TTL Record System” means the web-based TTL system for recording Client information (including Tax Credits held by Clients in the Tax Pooling Account) and Trustee information and for administering TTL’s tax pooling intermediary business.

“Provisional Tax Date” means the date on which a Client’s provisional tax becomes due and payable in accordance with the relevant regulations and guidelines issued by the IRD and all such other dates notified by TTL or the Trustee to the Client from time to time.

“Provisional Tax Payment” means a payment of the Client’s provisional tax that is due and payable in accordance with the relevant regulations and guidelines issued by the IRD.

“Purchase” means a purchase of Tax Credits from within the Tax Pooling Account by the Client from a third party seller via TTL.

“Purchase Request” means a request from the Client to TTL to make a Purchase, generally conducted online through the TTL Record System or via email.

"Related Company" has the meaning in section 2(3) of the Companies Act 1993 (read as if the expression "company" in that subsection included any body corporate).

“Refund” means a refund of a Tax Credit held on behalf of the Client in the Tax Pooling Account to the Client Bank Account.

“Refund Request” means a request from the Client to TTL to make a Refund, generally conducted online through the TTL Record System or via email.

“Sale” means a sale of a Tax Credit by the Client from the Tax Pooling Account to a third party purchaser as arranged by TTL.

“Sale Request” means a request from the Client to TTL to make a Sale, generally conducted online through the TTL Record System or via email.

“Services” means Deposits, Purchases, Sales, Tax Finance, Refunds and Transfers and includes all other services supplied by TTL to Client or any Client Representative pursuant to the Terms.

“Tax Acts” means the Income Tax Act 2007 and the Tax Administration Act 1994 (as amended) and any Acts in substitution thereof.

“Tax Credit” means a Deposit made that has been paid by the Trustee to the Tax Pooling Account, or other transfer into the Tax Pooling Account.

“Tax Finance” means the facility where the Client secures access to funding through Deposits TTL has arranged from a third party financier to create a Tax Credit in order to pay the Client’s provisional tax to the IRD.

“Tax Finance Request” means a request from the Client to TTL to arrange Tax Finance, generally conducted online through the TTL Record System or via email to TTL.

“Tax Pooling Account” means the following IRD trust account established by TTL for the purposes of tax pooling under the Tax Acts that is held and operated by the Trustee: The New Zealand Tax Trading Company Public Trust Tax Pool Account IRD No. 108 364 947

“Tax Pooling Trustee Agreement” means the Tax Pooling Trustee Agreement between TTL and the Trustee dated 08 February 2012.

"Terms" means the terms of trade contained in this document and includes any schedules and appendices.

“Transfer” means a conversion of a Tax Credit to a Provisional Tax Payment by transferring that Tax Credit from the Tax Pooling Account to the Client IRD Account or other IRD account properly nominated by the Client.

“Transfer Request” means a request from the Client to TTL to make a Transfer, generally conducted online through the TTL Record System or via email to TTL.

“Trustee” means the Public Trust, a Crown entity established under section 7 of the Public Trust Act 2001, acting as a custodial Trustee in accordance with the Tax Pooling Trustee Agreement.

“Trustee Account” means collectively, the bank accounts of the Trustee for the purposes of Deposits, Tax Finance, Purchases, and resident withholding tax. Those accounts and their details are restated below:

1.1.1 Deposit Account - 02-0506-0264679-000

1.1.2 Finance Account - 02-0506-0264679-001

1.1.3 Purchase Account - 02-0506-0264679-002

1.1.4 Client Settlement Account - 02-0506-0264679-003

1.1.5 Refund Account – 02-0506-0264679-004

1.1.6 Resident Withholding Tax Account - 02-0506-0264679-005

1.2 Person: A reference to a “person” includes a corporation, association, firm, company, partnership, individual or government or local body.

1.3 Headings: Headings are used as a matter of convenience only and shall not affect the interpretation of these Terms.

2. Incorporation of these Terms

2.1 Terms of trade: These Terms apply in respect of every supply of Services by TTL to Client or any Client Representative.

2.2 Terms are paramount: The Terms are paramount and, to the extent there is any conflict between the Terms or other document relating to any Services (including any document produced by Client) the Terms will prevail.

2.3 Client bound: The Client will become bound by these Terms as soon as:

(a) the Client or a Client Representative signs or accepts online these Terms; or

(b) the Client or a Client Representative requests Services; or

3. Services

3.1 Account: TTL, as a tax pooling intermediary for the purposes of the Tax Acts, has arranged for the Tax Pooling Account to be established for the purpose of tax pooling. The Tax Pooling Account can be used by the Client in accordance with these Terms in the following ways:

(a) the Client can make a Deposit;

(b) the Client can request a Purchase;

(d) the Client can make a Transfer;

(e) the Client can request a Refund; and

(f) the Client can request Tax Finance.

3.2 Services: TTL agrees to provide the Services to the Client in accordance with these Terms provided that TTL can refuse to provide a Purchase, Sale or Tax Finance in its total discretion by notice in writing to the Client and shall not be required to provide reasons for such refusal.

3.3 Monthly Processing: Requests to make a Purchase, Sale, or for Tax Finance must be received by TTL by the Cut-off Date. The Cut-off Date will be advertised on the TTL Record System and will generally be 5pm on the 24th of each month (or Business Day preceding).

3.4 Sale and Purchase: The Client acknowledges and accepts that every Sale and Purchase transaction between TTL and the Client has a third party counter-party and any such transaction will be conditional on the counter-party meeting its obligations with respect to the transaction. In the event of the failure of such counter-party to meet its obligations with respect to the transaction:

(a) the transaction will be unwound; and

(b) TTL will not be liable for any Losses suffered by the Client as a result of (a).

3.5 Resident Withholding Tax: The Trustee shall ensure that any resident withholding tax that is due and payable as a result of the provision of any Services, in accordance with any applicable statutes, is paid to the IRD unless an exemption certificate applies.

3.6 Interest and GST: The Services provided are generally exempt of GST. In the event that any Services do attract GST, this shall be added to the consideration payable in respect of the Services and paid at the time the consideration is paid. The Client acknowledges and agrees that any interest earned in the Trustee Accounts or the Tax Pooling Account will belong to TTL.

3.7 Non-income Tax: For the avoidance of doubt, the Services may be used by the Client for payment of any tax other than income tax that the IRD has authorised the use of tax pooling for its payment, as set out in statute.

3.8 Associated Entities: There is no limit to the number of associated entities the Client can include under its name on the TTL Record System unless TTL advises otherwise. The Client can elect in writing that any Tax Credits be transferred to such associated entities’ IRD accounts instead of the Client IRD Account.

4. Deposits

4.1 Procedure: The Client may make Deposits to the Trustee Deposit Account which shall be automatically transferred by the Trustee to the Tax Pooling Account and held on behalf of the Client as Tax Credits. The letters “TTL” and the Client IRD number shall be included as a reference accompanying payment. The Client indemnifies TTL and the Trustee for any costs, charges (including indemnity payments) or interest they may incur as a result of any Deposit not clearing.

4.2 Custodial Trustee: The Client acknowledges that Trustee is a custodial Trustee and that:

(a) the operation of the Tax Pooling Account is not subject to the Commissioner’s oversight or audit;

(b) the Commissioner has no liability for any loss related to the Tax Pooling Account; and

(c) TTL and the Trustee acknowledge and agree that Tax Credits in the Tax Pooling Account shall be held by the Trustee as custodial Trustee for the Client that made the Deposit relating to the Tax Credit (or, in the case of Tax Finance, the third party lender unless and until they are to be transferred to the Client’s name in accordance with section 7) in accordance with section RP18(2) of the Income Tax Act 2007 until they are dealt with in accordance with the provisions of these Terms.

4.3 Online Access: TTL will use its best endeavours to provide the Client with online access to the TTL Record System in so far as it relates to the Client, at all times.

5. Purchase

5.1 Procedure: The Client may make Purchases of Tax Credits from TTL which shall be transferred from the Tax Pooling Account to the Client IRD Account. If the Client wishes to make a Purchase, it shall complete a Purchase Request and submit this to TTL and such Purchase Request will be verified by TTL in line with TTL’s web processes as amended from time to time. TTL and the Client will agree to a purchase price for the Tax Credits the subject of the Purchase Request. TTL will then confirm whether it has, or will have, sufficient available Tax Credits in the Tax Pooling Account to satisfy the Purchase Request. If, in the sole opinion of TTL, there are sufficient available Tax Credits to satisfy the Purchase Request, TTL will confirm the Purchase Request with the Client. On confirmation by TTL, the Purchase is binding on the Client (subject to the Trustee’s approval in clause 5.3).

5.2 Payment: On confirmation of the Purchase Request, the Client shall pay the amount due for the Tax Credits the subject of the Purchase Request in cleared funds into the relevant Trustee Account by 10pm at least two Business Days preceding the Monthly Processing Date. For the avoidance of doubt, if the Monthly Processing Date is Friday 28th, payment must be made in cleared funds by 10pm Wednesday 26th.

5.3 Trustee Confirmation: Client funds paid into the relevant Trustee Account in accordance with clause 5.2 above will only be paid to TTL or by direction to a third party seller upon a valid Purchase Request being confirmed by the Trustee. Provided sufficient funds have been deposited into the relevant Trustee Account in cleared funds to pay for the relevant Tax Credits, the Trustee will confirm the Purchase Request.

5.4 Transfer: Pursuant to clause 5.3 above, upon the confirmation by the Trustee, unless otherwise agreed with TTL, all Tax Credits purchased will be immediately transferred from the Tax Pooling Account to the Client IRD Account.

5.5 Irrevocable: A Purchase Request is irrevocable once submitted to TTL unless and until the following two conditions are met:

(a) the Client has made an error and does not require the tax subject to the Purchase Request; and

(b) TTL agrees to the Purchase Request being revoked.

6. Sale

6.1 Procedure: The Client may make a Sale of Tax Credits which shall be transferred from the Client’s name in the Tax Pooling Account to TTL’s name for on transfer to a third party purchaser’s IRD account. If the Client wishes to make a Sale, it shall complete a Sale Request and submit this to TTL and such Sale Request will be verified by TTL in line with TTL’s web processes as amended from time to time. The sale price for the Tax Credits the subject of the Sale Request will be calculated according to TTL’s standard rates set out on the TTL website at the time ownership of the Tax Credits is deemed to pass unless otherwise agreed. TTL will then confirm whether there is a willing end purchaser for the Tax Credits from TTL to satisfy the Sale Request. If, in the sole opinion of TTL, there is a willing end purchaser to satisfy the Sale Request, TTL will confirm the Sale Request with the Client. The Sale Request may be confirmed in whole or in part. On confirmation by TTL, the Sale is binding on the Client (subject to the Trustee’s approval in clause 6.2).

6.2 Trustee Confirmation: Provided sufficient funds have been deposited into the relevant Trustee Account in cleared funds to pay the purchase price for the relevant Tax Credits, the Trustee will confirm the Sale Request.

6.3 Transfer: Pursuant to clause 6.2 above, upon the confirmation by the Trustee, ownership of the Client’s Tax Credits in the Tax Pooling Account the subject of the Sale will pass from the Client to TTL. However, for the purposes of clause 6.1 ownership will be deemed to have passed:

(a) on any date determined by TTL that is within three months after such Tax Credits were Deposited by the Client; or

(b) on any date later than three months after such Tax Credits were Deposited by the Client as agreed between TTL and the Client.

The sale price calculated or agreed for the Sale shall be transferred by the Trustee from the relevant Trustee Account to the Client Bank Account the same day the transfer is confirmed by the Trustee. Proceeds from the Sale can be paid to the Client Bank Account or by cheque at the option of the Client.

6.4 Irrevocable: A Sale Request is irrevocable once submitted to TTL unless and until the following two conditions are met:

(a) the Client has made an error and requires the tax subject to the Sale Request for its own purposes; and

(b) TTL agrees to the Sale Request being revoked.

6.5 Interest: The Client acknowledges that where it instructs TTL to transfer any Tax Credits by way of a Sale, the purchase price will include an element of interest on which resident withholding tax will be deducted, but no interest will be payable to it in respect of the proceeds of the Sale of those transferred Tax Credits for any period after the date of transfer.

6.6 Sales: The Client must ensure Tax Credits the subject of a Sale Request by the Client are free from any charge or obligation.

7. Tax Finance

7.1 Procedure: The Client may submit a Tax Finance Request which shall be verified by TTL in line with TTL’s web processes as amended from time to time. TTL can, at its sole discretion, confirm the Tax Finance Request. On confirmation, the following provisions apply:

(a) TTL shall arrange for a third party lender to make a Deposit of the Financed Amount (less Financier Interest) into the relevant Trustee Account to be made available to the Client;

(b) the Client shall make a Deposit of the Client Interest into the relevant Trustee Account;

(c) Trustee shall then transfer the full Financed Amount to the Tax Pooling Account to be held as Tax Credits in the name of the third party lender but to be made available to the Client and TTL in accordance with these Terms. The difference between the Client Interest and the Financier Interest shall be held to the account of TTL in the Trustee Accounts;

(d) by the end of the Finance Period, unless otherwise agreed with TTL, the Client shall Deposit the full Financed Amount to the relevant Trustee Account and, on confirmation by the Trustee that such Deposit has been received in cleared funds in the relevant Trustee Account:

(i) unless otherwise agreed with TTL, the Tax Credits referred to in clause 7.1(c) shall be transferred into the Client’s name and thereafter be available to be Transferred to the Client IRD Account; and

(ii) the Financed Amount in the relevant Trustee Account shall be paid by the Trustee to the third party lender in satisfaction of the loan.

(e) if payment is not made by the end of the Finance Period the provisions of clause 7.4 apply.

7.2 Tax Finance Requests: Tax Finance Requests must be received by TTL from the Client at least two Business Days prior to the Provisional Tax Date that the Tax Finance Request relates to. If and when a Tax Finance Request has been accepted by TTL and such acceptance has been communicated to the Client, the Tax Finance Request is binding on the Client.

7.3 Payment: The Client shall pay the Financed Amount by the end of the Finance Period. If the Client does not pay the Financed Amount by the end of the Finance Period (and in the absence of any other agreement between the Client and TTL), the Client will be deemed to have forgone their entitlement to the Tax Credits the subject of the Tax Finance, which shall remain with the third party lender. For the avoidance of doubt, no rebate referred to in clause 7.2 above will be payable in such case. TTL reserves the right to pass on any additional costs to the Client that arise as a result of the Client’s failure to pay.

7.4 Trustee: TTL and the Trustee shall ensure that all Tax Finance Requests that have been accepted are matched by Tax Credits in the Account exclusively for the purpose of this finance arrangement.

8. Transfer

8.1 Procedure: The Client may make a Transfer in which Tax Credits held in the Tax Pooling Account on behalf of the Client will be transferred to the Client IRD Account (or other such nominated IRD account) for a Provisional Tax Payment. The following provisions apply to a Transfer:

(a) the Client shall submit a Transfer Request which shall be verified by TTL in line with TTL’s web processes as amended from time to time; and

(b) TTL shall instruct the Trustee to advise IRD of a Transfer Request within five Business Days of confirming the Transfer Request with the Client.

8.2 Associates: Transfer Requests can be made by the Client to any Client Associate and the provisions of clause 8.1 shall apply with all necessary amendments.

8.3 Delay: Neither TTL nor the Trustee will be liable for any delay or refusal by IRD to process a Transfer.

9. Refunds

9.1 Procedure: The Client may at any time request a Refund whereby Tax Credits held in the Tax Pooling Account on behalf of the Client will be refunded by IRD to the relevant Trustee Account to be on paid by the Trustee to the Client. The following provisions apply to a Refund:

(a) the Client shall submit a Refund Request which shall be verified by TTL in line with TTL’s web processes as amended from time to time;

(b) TTL shall instruct the Trustee to advise IRD of a Refund Request within 24 hours of confirming the Refund Request with the Client; and

10. Obligations

10.1 TTL Obligations: TTL acknowledges and agrees that it shall use its best endeavours to:

(a) maintain and operate systems to provide Services effectively and to protect the Client’s personal information;

(b) provide the Services within agreed time frames;

(d) advertise the Cut-off Date on the TTL Record System.

10.2 Client Obligations: The Client acknowledges and agrees that it shall:

(a) ensure its accountant has authority to bind the Client where it is the Client’s accountant giving instructions and requests;

(b) follow TTL directions regarding the use of the Services;

(d) ensure all information provided to TTL is correct and complete;

(e) ensure that the Services are only used for the Client’s internal business use;

(f) ensure that the Services are not used to:

(i) operate another tax pool;

(ii) re-sell Tax Credits; or

(iii) otherwise provide a third party with Tax Credits,

(iv) without the written consent from TTL; and

(g) comply with all laws applicable to the use and operation of the Services.

10.3 Trustee obligations under the Tax Pooling Trustee Agreement: The Trustee has obligations as a custodial Trustee under the Tax Pooling Trustee Agreement with TTL.

11. Representations and Warranties by TTL

11.1 TTL represents and warrants that:

(b) it is not aware of any matter which may cause the IRD to wind up the Tax Pooling Account under section 15T(2) of the Tax Administration Act;

(d) none of its directors are discharged or undischarged bankrupts, nor have they been convicted of any dishonesty offences;

(e) all of its directors are otherwise eligible to be company directors;

(f) no Terminating Event (as defined in clause 16.1) has occurred and remains unremedied or will result from its entry into this Agreement; and

(g) it will not create any security interest in the Trustee Accounts or the Tax Pooling Account or any credit balances therein.

12. Indemnity

12.1 Indemnity: Without limiting any rights or remedies of TTL or the Trustee, the Client indemnifies TTL and the Trustee, as a continuing indemnity, against all Losses of TTL and the Trustee arising directly or indirectly out of, or in connection with, a breach by the Client of these Terms.

13. Confidentiality

13.1 Permitted Use of Information: TTL reserves the right to use information acquired about the Client in its communication with the IRD, as required by the Tax Acts. Notwithstanding the preceding, TTL will not disclose details regarding the Client unless required to do so by law or requested by the Client.

13.2 Client Obligations: The Client must keep confidential any information it receives from TTL or the Trustee which a reasonable person would expect to be confidential or commercially sensitive, including, without limitation, any pricing, processes, legal relationships or software design information. The Client may only disclose confidential or commercially sensitive information if required to by law and after having given TTL and the Trustee prior notice.

14. Liability

14.1 No liability for consequential loss: Neither TTL nor the Trustee shall be liable in connection with a claim by the Client for any indirect or consequential loss or for any loss of revenue, profits, goodwill, business or anticipated business, anticipated savings or for any business interruption, loss of data, or other indirect or consequential loss or damage whether or not that los was, or ought to have been, contemplated by TTL or the Trustee.

14.2 Trustee and IRD: TTL will use its best endeavours to ensure the performance of obligations by the Trustee. However, TTL will not be liable for any costs or Losses of whatever nature that are attributable to, whether fully or partially or directly or indirectly, the actions of IRD or the Trustee including without limitation:

(a) consequential or special Losses;

(b) incidental or exemplary Losses;

(d) loss of profits or opportunities.

14.3 Trustee limitation of liability: The Trustee acts solely as custodial Trustee in respect of the trusts established under the Terms. The liability of the Trustee shall at all times be limited to the assets for the time being of the trusts established under the Terms, and shall never be personal.

14.4 Late Requests: Neither TTL nor the Trustee will be liable for the consequences of any requests by the Client received after the Cut-off Date, whether or not this is due to difficulties with the server provider or software of TTL, the Trustee or the Client or otherwise.

14.5 Disallowed and Delayed Tax Transfers: TTL or the Trustee will not be liable for:

(a) Losses due to the IRD disallowing a Transfer where the Commissioner considers that the request for the Transfer is made for the purpose or effect of tax avoidance; or

(b) Losses or costs due to IRD making a Transfer at an effective date later than that requested by the Client. Where the Client has acted in good faith TTL will use reasonable endeavours to unwind the transaction for the Client.

15. Default

15.1 Default: A Default occurs if any one or more of the following occurs:

(a) the Client fails to perform any of its obligations under any these Terms (including failure to make payment on Due Date);

(b) the Client becomes insolvent or is adjudicated bankrupt or an application is made for its liquidation or a liquidator or receiver is appointed in respect of its assets;

(d) the Client no longer carries on business or threatens to cease carrying on business;

(e) any other event which TTL considers may materially adversely affect the ability of the Client to perform any of its obligations under these Terms; and

(f) the Trustee or TTL Defaults in the observance or performance of any obligation or undertaking contained or implied in these Terms and if the Default is able to be remedied, is not remedied within 10 Business Days of the Trustee or TTL (as the case may be) becoming aware of it.

16. Terminating Event

16.1 Terminating Event: A Terminating Event occurs if any one or more of the following occurs:

(a) there is a change in Trustee without the consent of the Client or the Trustee from time to time ceases to be a “Crown Entity” as defined in the Crown Entities Act 2004, or ceases to be a similar entity under any replacement legislation;

(b) the Trustee is insolvent or unable to pay its debts or any step is taken for its dissolution;

(c) the authorisation from the Commissioner to operate the Tax Pooling Account as contemplated by these Terms is withdrawn; and

(d) a Default occurs that is not remedied within 30 Business Days.

16.2 Enforcement upon Terminating Event: If a Terminating Event occurs, TTL may, at its option, without prejudice to any other rights or remedies, do any one or more of the following:

(a) require all moneys outstanding to be immediately due and payable;

(b) suspend these Terms in which case the TTL shall not be obliged to perform any of its obligations under these Terms during the period of suspension. Any suspension shall not prevent TTL from terminating these Terms during the period of suspension; or

17. General

17.1 Severability: If any provision of these Terms is or becomes unenforceable, illegal or invalid for any reason it shall be deemed to be severed from these Terms without affecting the validity of the remainder of these Terms and shall not affect the enforceability, legality, validity or application of any other provision of these Terms.

17.2 Notice provisions: Any notice to be given by a party to the other shall be in writing and shall be given by:

(a) personal delivery to the address provided below;

(b) mailing by pre-paid post to the address provided below, and shall be deemed to be given two days after the date of mailing; or

(c) facsimile transmission, and shall be deemed to be given at the time specified in the facsimile transmission report of the facsimile from which the transmission was made which evidences full transmission, free of errors, to the facsimile number of the party given notice, to the address or facsimile number specified below or to such other address or number as is notified in writing by a party to the other.

For the purposes of this clause, the address details of TTL are:

Attention: Josh Taylor

Level 5, 5-7 Kingdon Street

Newmarket

Auckland

Fax: +64 9 9735046

17.3 Force majeure: No party shall be liable for any failure or delay in complying with any obligation imposed on that party under these Terms if:

(a) the failure or delay arises directly or indirectly from a cause reasonably beyond that party's control and not due to the Default or insolvency, or an intentional act or omission, of that party;

(b) that party, on becoming aware of the cause, promptly notifies the other party in writing of the nature and expected duration of, and the obligation affected by the cause; and

(c) that party uses its reasonable endeavours to mitigate the effect of the cause on that party's obligations and to perform that party's obligations on time despite the cause,

but nothing in this clause shall excuse a party from any obligation to make a payment when due under these Terms.

17.4 Amendment: TTL may vary these Terms at any time by one months’ notice in writing to the Client provided that TTL shall not amend this clause 17.4.

17.5 Assignment: The Client may not assign all or any of its rights or obligations under these Terms without the prior written consent of TTL.

17.6 Waiver: The rights, powers, exemptions and remedies of TTL shall remain in full force notwithstanding any neglect, forbearance or delay in their enforcement. TTL shall not be deemed to have waived any provision of these Terms unless such waiver is in writing signed by TTL or an authorised officer of TTL. Any such waiver, unless the contrary is expressly stated, shall apply to, and operate only in, a particular transaction, dealing or matter.

17.7 Errors or omissions: Clerical errors or omissions, whether in compilation or otherwise in any order, quotation, acknowledgement, invoice or other such documentation, are subject to correction by TTL.

17.8 Privacy Act: The Client authorises TTL to contact any credit agency, referee or any other source in order to check, exchange or provide information in relation to the Client and the Client authorises each such source to provide to TTL any information about the Client.

17.9 Relationships: Nothing in the making or performance of these Terms creates the relationship of partnership, joint venture or agent and principal between the parties. The relationship between the parties is the relationship of independent parties contracting for goods and services.

17.10 No Tax Advice: TTL does not provide tax advice to the Client in connection with the Services provided under these Terms. The Client agrees that it is solely responsible for taking its own advice on the appropriateness of its acquiring the Services, its rights under these Terms and its tax affairs generally.

17.11 Business purposes: The Client acknowledges and agrees that it is acquiring the Services for the purposes of a business as defined in the Consumer Guarantees Act 1993 and that the provisions of the Act do not apply to any Services.

17.12 Governing law: These Terms are governed by New Zealand law and the parties submit to the non-exclusive jurisdiction of the courts of New Zealand in respect of any dispute or proceeding arising out of any these Terms.