Terms and Conditions

THIS AGREEMENT	is executed this 1-Sep-2005

BETWEEN	IPAYROLL LIMITED at Wellington ('iPayroll')

AND	ANGLING ADVENTURES LTD ('the Customer')

IT IS HEREBY AGREED that iPayroll will provide to the Customer, the services described in this Agreement on the following terms and conditions.

1. Definitions

In this Agreement:
"Effective Date" means the date of confirmation of the Customer's first 'live' Payrun.
"Minimum Period" means the term as selected by the Customer in Clause 14.
"Processing Fees" means iPayroll charges defined on the "Our Processing Fees" page at http://www.ipayroll.co.nz/org/sample/help/company/fees_schedule as amended from time to time.
"Payrun" means when the Customer confirms the payroll in the "Confirm this Payroll" page
"Renewal Period" means twelve (12) calendar months.
"Website" means iPayroll.co.nz at http://www.ipayroll.co.nz.

2. Commencement and Duration

2.1

This Agreement shall commence on the Effective Date and shall continue for the Minimum Period.

2.2

If this Agreement has not been terminated, or notice of termination pursuant to sub-clause 3.1 has not been given by either party, then this Agreement shall be automatically renewed for a further term equal to the Renewal Period upon the same standard terms and conditions as then exist between iPayroll and its customers as shall be specified or exhibited on its Website, including this provision for renewal but subject always to sub-clause 5.3.

3. Termination

3.1

Either party may terminate this Agreement by giving not less than one (1) calendar month's prior written notice to the other party at any time prior to the expiration of the term of the Agreement, the termination date being the last day of the term of the Agreement, or the end of the one (1) calendar month notice period, whichever is the later.

3.2

If prior to the termination date the Customer shall cease paying staff on the iPayroll system, then iPayroll shall be entitled to charge Processing Fees from the date of the last 'live' Payrun until the termination date calculated on the average monthly fees received for the immediately preceding 12 month period (or pro-rated if less than 12 months processing has been undertaken).

3.3

iPayroll shall be entitled to deduct all outstanding monies including Processing Fees (subject to the provision of a detailed GST Invoice) from funds held, with all residual monies (if any) being returned to the Customer.

3.4

Upon termination of this Agreement the Customer may retrieve copies of its data and information.

4. Services

4.1

iPayroll shall provide Payroll Services to the Customer in a good and professional manner and in accordance with current New Zealand legislation and government regulations as amended from time to time, as defined at http://www.ipayroll.co.nz/org/sample/help/company/payroll.

4.2

iPayroll shall provide the Customer with the Banking Services as selected by the Customer from time to time as defined at http://www.ipayroll.co.nz/org/sample/help/gettingStarted/banking.

4.3

iPayroll shall provide the Customer with the Taxation Services as selected by the Customer from time to time as defined at http://www.ipayroll.co.nz/org/sample/help/gettingStarted/tax.

4.4

If iPayroll is required to provide Taxation Services of behalf of the Customer the following shall apply:

4.4.1	iPayroll shall debit gross payroll at the time of payrun
4.4.2	iPayroll shall pay the Customer's employee tax payments to IRD according to each Payrun supplied by due date.
4.4.3	Payments shall include (but not be limited to) PAYE, Student Loans, Child Support payments, Specified Superannuation Contributions Withholding Tax (SSCWT), Employer Superannuation Contribution Tax (ESCT), Withholding Tax, KiwiSaver employee deductions, KiwiSaver employer contributions and Payroll Giving donations.
4.4.4	If iPayroll shall have received all required tax payments from the Customer by due date it shall indemnify the Customer against late payment to IRD of such Customer employee tax payments including any assessed penalty payments.
4.4.5	All interest accrued or charges payable as a result of these activities described in paragraph 4.4 shall accrue to, or be paid by, iPayroll.

4.5

If iPayroll is required to provide Taxation Services on behalf of the Customer under paragraph 4.4, the Customer and the Customer's employees will also have access to the iPayroll Giving Service as defined at http://www.ipayroll.co.nz/org/sample/help/company/payrollGiving

4.6

iPayroll shall provide a robust hardware, software and network environment to enable provision of services to the Customer via the website.

4.7

The Customer shall provide connection to the Internet at its own costs.

5. Charges

5.1

The Customer shall pay Processing Fees to iPayroll at time of Payrun. If the processing fees (or any other amounts required by iPayroll) have not been paid the customer cannot run subsequent pays until they are paid.

5.2

At the time of Payrun iPayroll will provide a Tax Invoice to support all Processing Fees at http://www.ipayroll.co.nz/org/sample/payroll/report/invoice/view/.

5.3

iPayroll may vary its Processing Fees from time to time by giving notice on its Website to be effective from the next Payrun after notice is given.

6. Warranties

6.1

iPayroll warrants that it will use all reasonable skill, care and diligence in the provision of the services agreed to be provided by this Agreement.

6.2

Notwithstanding the provisions of sub-clause 4.1, the Customer acknowledges that it has entered into this Agreement relying on its own judgment and not upon any warranty or representation made by iPayroll that the Services specified in clause 4 are suitable or adequate for the Customer's particular business or purpose.

6.3

Apart from warranties contained in this Agreement or implied by law and which are incapable of exclusion, restriction or modification, iPayroll makes no other warranty, representation or undertaking whatsoever in respect of the Services or any hardware, software or network environment to be used or supplied.

6.4

The Customer acknowledges that the Services provided pursuant to this Agreement are being acquired for use in the Customer's business.

7. Title Rights

7.1

The title rights, copyrights and all other rights of intellectual property whatsoever in any information, software, material, technique, procedure or other know-how produced for or used in providing the Services pursuant to the provisions of this Agreement shall remain vested exclusively in iPayroll.

8. Limitation of Liability

8.1

iPayroll shall not be liable to the Customer or any other party in any manner whatsoever whether direct or indirect arising out of:

8.1.1	the Customer's connection to the Internet;
8.1.2	the Customer's late payment or late Payrun;
8.1.3	the Customer's acts or defaults in relation to errors in input or statistical misinformation;
8.1.4	a default or malfunction in the systems or services of any third party utilised by the Customer or iPayroll.

8.2

Notwithstanding any provision in this Agreement whether express or implied (excepting only the indemnity provided in sub-clause 4.4.4) the liability of iPayroll in any circumstance or event shall not exceed an amount equal to twice the average monthly Processing Fees charged to the Customer.

9. Force Majeure

9.1

iPayroll shall not be liable to the Customer or any other party claiming through the Customer in respect of anything which, apart from this provision, may constitute breach of this Agreement arising by reason of force majeure, namely, circumstances beyond the control of iPayroll which prevent or limit iPayroll's ability to perform its obligations pursuant to this Agreement. Circumstances which constitute force majeure shall include (but shall not be limited to) acts of God, fire, flood, earthquake, explosion, sabotage, accident, embargo, riot, civil commotion, computer virus, breakdown of equipment, and failure of electrical supply or telecommunications links.

10. Confidentiality

10.1

Both parties, including their respective employees, agents and sub-contractors, shall keep confidential the terms of this Agreement and all data and other information, which shall come into their possession pursuant to or in the performance of this Agreement.

10.2

iPayroll shall operate its business in accordance with its Privacy Statement at http://www.ipayroll.co.nz/about/privacy/ and as required by law.

11. Security

11.1

iPayroll shall provide a comprehensive and secure environment to protect the integrity and security of the Website, and of the Customer's and iPayroll's information in accordance with iPayroll's Security Profile at http://www.ipayroll.co.nz/about/security.

11.2

The Customer will not attempt to compromise iPayroll's security environment or service availability through hacking, denial of service attacks and the like. The Customer will be responsible for the actions of its employees, agents and sub-contractors in breach of this provision.

12. Law

12.1

This Agreement shall be governed by the laws of New Zealand and each party irrevocably submits to the exclusive jurisdiction of the New Zealand Courts.

13. Binding Agreement

13.1

This Agreement constitutes the entire Agreement between the parties.

13.2

Pressing the 'I Accept' button by the Customer or its duly authorised representative shall signify the Customer's acceptance of and interest to be bound by the provisions of this Agreement and shall constitute and be deemed to be proper and lawful execution of this Agreement by the Customer.

13.3

Pressing the 'I Accept' button by iPayroll or its duly authorised representative subsequent to the Customer shall constitute and be deemed to be proper and lawful execution of this Agreement by iPayroll and shall result in a binding Agreement being completed between the parties as at the date specified and commencing from the Effective Date.

14. Minimum Period

14.1

The Minimum Period is as selected here.

Minimum Period:	Either	Three (3) calendar months
	Or	Twelve (12) calendar months

For and on behalf of Angling Adventures Ltd:

Full Name:

Official Title:

Legal Name of Organisation:

Dated:	1-Sep-2005

This contract was executed for and on behalf of Angling Adventures Ltd on 1-Sep-2005 by the pressing of the 'I Accept' button.

For and on behalf of IPAYROLL LIMITED

Full Name:	Cary Thomson

Official Title:	General Manager

Dated:	1-Sep-2005

This contract was executed for and on behalf of iPayroll Limited on 1-Sep-2005 by the pressing of the 'I Accept' button.