TERMS

EpicShot Subscription Agreement – Terms and Conditions

Definitions and Construction
1. Definitions: In this Agreement, unless the context otherwise requires, capitalised terms have the following meanings:
  - “Agreement” means this EpicShot subscription agreement between you and us, comprising these terms and conditions (as varied in accordance with clause 3) together with an Order Form executed by you and us.
  - “Authorised Users” means your employees and contractors to whom you have granted access to EpicShot pursuant to your licensed rights under this Agreement, subject to any maximum authorised user volumes specified in the Order Form.
  - “Commencement Date” has the meaning given to that term in clause 2.1.
  - “Confidential Information” means all information which is made available directly or indirectly by one party to the other (in any form and regardless of whether it is explicitly labelled as confidential) which the other could reasonably expect is confidential, including a party's Intellectual Property, the subject matter and terms of this Agreement and (in the case of EpicShot) the EpicShot software.
  - “CPI” means the consumers price index (all groups), as published by Statistics NZ from time to time.
  - “Customer” means the individual or group of individuals who directly interact with and utilize the System to capture, purchase and receive digital content during their participation in a tourism activity.
  - “Customer Data” means data, information or material provided, inputted or submitted by you or on your behalf into EpicShot or otherwise provided by you in connection with the Services, which may include Personal Information but excludes our Confidential Information.
  - “Dispute” means any disagreement between you and us that arises out of or in connection with this Agreement.
  - “EpicShot” or "System" means our proprietary photo and video software platform and procedures and includes, where relevant, the provision of associated goods and services.
  - “Fee” means the Licence Fee together with any fees for Implementation Services, Hosting Services and Support Services payable by you in accordance with this Agreement.
  - “Hardware” means the recommended third party goods that are necessary to use EpicShot in accordance with our Minimum System Requirements.
  - “Hosting Services” means the cloud-based storage, computing, delivery and management services provided by us to you in relation to EpicShot.
  - “Implementation Services” means the installation, configuration, training, support and other services that we provide to you in relation to EpicShot.
  - “Initial Term” means the initial term of your EpicShot subscription specified on the Order From or, where none is stated, 24 months from the Commencement Date.
  - “Intellectual Property” means all intellectual property rights and interests (including common law rights and interests) in and relating to EpicShot and the Services in any jurisdiction including, without limitation, patents, trade-marks, trade names, service marks, registered designs and all goodwill rights associated with such works, copyright, circuit layouts, domain names, symbols and logos, patent applications and applications to register trade-marks, service marks and designs and know-how, ideas, concepts, tools, techniques, computer program code, data, inventions, discoveries, developments, trade secrets, information and logical sequences (whether or not reduced to writing or other machine or human readable form).
  - “IP Claim” has the meaning given to that term in clause Error! Reference source not found.
  - “Licence Fee” means the licence fee specified in the Order Form as varied in accordance with clause 9.3.
  - “Locations” means the locations defined in the Order Form.
  - “Minimum System Requirements” means the minimum system requirements we notify to you from time to time during the Term.
  - “Modification” means any new version, improvement, modification, adaptation, extension, development, customisation, configuration, enhancement, update, upgrade or extension to the existing functionality of EpicShot. “Modify” has a corresponding meaning.
  - “Order Form” means the order form accepted by us and signed by you for your EpicShot subscription and which incorporates by references these terms and conditions.
  - “Personal Information” has the meaning given to that term in the Privacy Act 2020.
  - “Privacy Laws” means all applicable data protection and privacy laws in effect from time to time, including the Privacy Act 2020.
  - “Renewal Term” has the meaning given to that term in clause 2.1.
  - “Services” means all related services we provide to you in connection with EpicShot under this Agreement, including the Implementation Services, the Hosting Services, the Support Services, the Updating Services and the supply of Hardware.
  - “Support Services” means the support service as set out in clause 8.1.
  - “Taxes” means all applicable goods and services, sales, use, value-added and other taxes, tariffs, duties and customs charges of any type.
  - “Term” means the Initial Term together with each Renewal Term.
  - “Updating Services” means any Modification we make available to you during the Term.
  - “we”, “our” or “us” means EpicShot Limited, a company incorporated in New Zealand with company number 9278155.
  - “Working Day” means any day of the week, other than a Saturday, Sunday or a public holiday observed in Queenstown, New Zealand.
2. Interpretation: In the construction of this Agreement, unless the context requires otherwise:
  1. the headings are for convenience only and have no legal effect;
  2. the singular includes the plural and vice versa;
  3. including and similar words do not imply any limit;
  4. words denoting any gender include all genders; and
  5. references to currency are in New Zealand dollars.
Term
1. This Agreement commences when we and you execute the Order Form (“Commencement Date”) and continues until terminated in accordance with this Agreement.
2. At the end of the Initial Term and each Renewal Term your subscription will automatically renew on the terms and conditions set out in this Agreement for a further 24 months (“Renewal Term”) unless you or we provide the other with at least 60 Working Days’ written notice of non-renewal prior to the end of the then-current Term.
3. This Agreement may be validly terminated prior to the end of the relevant Term in accordance with clause 10.
Updates to these terms and conditions
1. We may amend this Agreement from time to time. We will notify you of any changes by posting an updated version on our website.
2. It is your responsibility to check periodically for any updates to the terms of this Agreement. Your continued use of EpicShot following any changes constitutes acceptance of the updated Agreement. If you do not agree with any amendments we make, you must cease all use of EpicShot and may, as your exclusive remedy, terminate the Agreement under clause 10.
EpicShot Subscription
1. In consideration for the Licence Fee and subject to the terms and conditions of this Agreement, we grant you the non-exclusive right to access and use EpicShot during the Term for your internal business purposes at the Locations.
2. The grant of rights under clause 4.1 is non-sublicensable, non-transferable and subject to any licence restrictions specified in this Agreement.
System and Personnel Requirements
1. To use EpicShot you will need:
  1. Hardware which meets or exceeds our Minimum System Requirements; and
  2. appropriately qualified personnel who understand the Minimum System Requirements and are generally conversant with the Hardware and the operation of the System.
2. Our Minimum System Requirements may change at any time during the Term and you will be responsible for any costs related to continuing to meet our Minimum System Requirements.
3. If, during the provision of Implementation Services, we supply you with Hardware we will include the cost of such Hardware as a disbursement on our invoice. Any such Hardware supplied by us is supplied on an as-is basis to you and we will not be liable to you for any defects or liability in relation to that Hardware. We will assign the benefit of any product warranties in respect of the Hardware to the maximum extent possible.
Implementation Services
1. You shall provide us with good faith cooperation and access to such information, facilities, appropriately qualified personnel and equipment as reasonably required by us in order to provide the Implementation Services, including providing security access, information, and software interfaces to relevant applications.
2. Implementation Services shall be provided on a time and materials basis at our standard rates in effect at the time the Implementation Services are performed, unless otherwise specified in the applicable Order Form. You agree to reimburse us for reasonable out-of-pocket expenses and costs including travel and accommodation that we incur in connection with providing the Implementation Services. Where possible, we will agree those out-of-pocket expenses and costs with you beforehand.
3. Where the Order Form or any other document contains a scope of work or specifies fees for the Implementation Services, this reflects an estimate of our expected time and materials incurred for budgeting and scheduling purposes, but will not be binding on us or be taken as a fixed fee for the Implementation Services.
Hosting Services
1. We will use all commercially reasonable endeavours to ensure that the Hosting Services are available 24 hours a day, 7 days a week except for periods where we restrict access reasonably required for upgrades and maintenance.
Support Services
1. We will:
  1. provide you with telephone or internet access to our help desk 7 days per week between the hours of 8am and 5pm to support your use of EpicShot and, for these purposes:
    1. consultations totalling not more than:
      1. 30 minutes; and
      2. 4 hours in any calendar month,
      will not incur any additional charge; and
    2. to the extent any help desk consultations exceed either of these thresholds we may, at our discretion, charge for such additional time at our then current standard hourly rates;
  2. where necessary, provide remote assistance if help desk support has not remedied a problem;
  3. use reasonable endeavours to work with you, your appropriately qualified personnel, your information technology system supplier and/or service provider to identify and resolve any issues or problems which affect the operation of your system (this may involve working together to implement temporary workarounds in the case of a problem which can only be addressed by a software upgrade).
2. We may use sub-contractors to perform the Support Services.
3. The Support Services may be provided remotely and you will ensure that we are able to access your systems as reasonably required for us to provide the Support Services remotely and you will remain responsible for ensuring at your own cost that your network and systems meet our notified requirements in respect of the same.
4. We will use reasonable endeavours to identify any issue and provide a prompt solution if that is reasonably feasible. Otherwise, we will designate the issue as one of the following:
  1. issue prioritised for ‘investigation and fix’ in an urgent software patch;
  2. issue is non-urgent but will be scheduled for ‘investigation and fix’ in an upgraded version of our software;
  3. issue results from your system and requires work from your system supplier and/or service provider;
  4. issue is capable of resolution by implementing changes to your operating procedures or having relevant staff undertake further training; or
  5. issue remains unsupported or unidentified.
5. Subject to clause 8.1(a), the Support Services will be charged to you at our then current rates on a time and materials basis (including reasonable expenses and disbursements incurred by us), unless these services are required because of a serious defect or bug in our software which necessitates a prioritised software upgrade.
Fees and Payment
1. We will invoice, and you will pay, the Fees monthly in arrears. In addition to Fees, our invoices will include expenses and disbursements (including the cost of any Hardware) incurred on your behalf. Where possible, we will agree the nature of these expenses and disbursements with you beforehand. Because we incur these expenses and disbursements on your behalf, we may request payment of our out-of-pocket costs in advance or in arrears at our sole discretion. If we require advance payment, we may pause providing our other Services to you until we have received full payment from you.
2. You must pay our invoices by the 20th of the month following receipt without setoff or deduction.
3. We may change the Licence Fee at the commencement of each Renewal Term by providing you with written notice prior to the expiry of the then-current Term. We may otherwise adjust the Fees at any time during the Term:
  1. to the extent necessary to pass on each increase in our third party costs (provided that we will not apply our own margin in respect of such increases); and
  2. by an amount equal to the percentage increase in the Consumer Price Index over the corresponding period.
4. Our Fees do not include Taxes unless otherwise stated. If any Taxes apply in connection with your use of EpicShot or the Services you must pay those Taxes in addition to the Fees.
5. If any payment required under this Agreement is overdue we may, in addition to our other rights or remedies, suspend the provision of the Services (in whole or in part) without liability to you until all overdue amounts are paid in full and/or charge default interest on any overdue amounts at a rate equal to our overdraft rate plus 1.5% per annum.
6. You agree to reimburse us for our reasonable costs and expenses incurred (including reasonable legal fees) in collecting overdue amounts from you.
7. Each customer package includes a standard storage allowance of 800MB. If your storage usage exceeds this allowance, any additional storage used will be charged to you at cost. We will notify you if your usage exceeds the standard allowance and provide you with the applicable charges for the additional storage.
Termination
1. You may terminate this Agreement for any reason by written notice to us (with termination effective from the end of the then-current Term) or pursuant to your rights under clause 3.2.
2. We or you may terminate this Agreement by written notice if the other party breaches any of the material terms of this Agreement, and, where that breach is capable of remedy, the other party fails to remedy that breach within 20 Working Days after receiving a written notice from the first party requiring remediation.
3. We may in our discretion terminate or suspend this Agreement and all licences granted to you pursuant to this Agreement immediately upon written notice if:
  1. you breach any provision of clause 4, 9, 14 or 15;
  2. you are unable to pay your debts as they fall due; or
  3. you are adjudicated bankrupt, liquidated, pass an effective resolution for liquidation, make any arrangement with your creditors, have a receiver appointed or become insolvent.
Effect of Termination
1. Upon the expiry or termination of this Agreement, we will cease providing all Services, the rights and licenses granted to you under this Agreement shall terminate, and each party shall promptly return or destroy the other party’s Confidential Information in accordance with the provisions of clause 14. Following termination, we will delete the Customer Data remaining on servers hosting EpicShot in the normal course of operation unless applicable law requires retention.
2. A party's rights and obligations accrued prior to the effective date of expiration or termination will continue unaffected.
3. If you terminate this Agreement pursuant to your rights under clauses 3.2 or 10.2, we will provide you a pro-rata refund of any prepaid Fees that relate to the period following the effective date of termination.
4. The provisions of clauses 1, 9 to 14, and 18 to 22 together with any provision intended by its nature to survive termination will survive termination of this Agreement.
Limitation of Liability
1. You should ensure that EpicShot and the Services suit your intended use and need prior to signing an Order Form. You guarantee to us that you have not relied on any representation made by us which has not been stated expressly in this Agreement.
2. To the maximum extent permitted by law, we exclude and provide no guarantee or warranty, express or implied regarding:
  1. the completeness, accuracy, reliability, suitability or availability of any information, products and or services contained in or created in connection with EpicShot or the Services for any particular purpose;
  2. merchantability or non-infringement of the Intellectual Property; or
  3. the uninterrupted and error free operation of EpicShot and the Services.
3. Our total aggregate liability to you for all events (or series of connected events) under this Agreement whether in contract, tort (including negligence) or otherwise is limited at our option to:
  1. remedying the EpicShot software;
  2. re-supplying the Services at no additional charge;
  3. paying for someone else to re-supply the Services; or
  4. giving you three months’ notice of termination of this Agreement and refunding the Licence Fees paid by you in the 12 months preceding your notice of claim to us.
4. In no event will we be liable to you for any loss of profit, loss of data or any indirect, incidental, special, consequential, or exemplary or punitive losses or damages, including that of third parties, even if we have been advised of the possibility of such damages and whether arising in contract, tort (including negligence) or otherwise.
5. For the avoidance of doubt, we shall not be responsible or liable to you to the extent that any failure, loss or damage has been caused by:
  1. your or your Authorised Users' failure to comply with, or failure to perform any of its obligations under, this Agreement;
  2. any third party service providers;
  3. any unauthorised or illegal use of EpicShot; or
  4. failure of Hardware or software other than EpicShot.
6. The parties acknowledge and agree that these liability provisions are fair and reasonable in the circumstances and that the level of the Fees reflects this limitation of liability.
7. EpicShot and the Services are provided on a strictly 'as is' and 'as available' basis.
Intellectual Property
1. Except for any rights in respect of the Customer Data you upload, we and our licensors own all Intellectual Property. All Intellectual Property and other products furnished by us, including all Modifications, the results of the Implementation Services (including all deliverables, documentation, training materials, configurations and all Intellectual Property embodied therein), derivative works, knowledge and processes, shall vest solely and absolutely in us or our licensors, in each case whether or not any of the foregoing were developed by or for you.
2. You will not, and will ensure that your Authorised Users do not:
  1. assert any right of ownership to the Intellectual Property or the goodwill attaching to it or any part of it;
  2. take or represent the Intellectual Property as your own;
  3. reproduce or duplicate the whole or any part of the Intellectual Property without our prior written consent;
  4. use the Intellectual Property or any part of it for your own potential or actual benefit except under and strictly in accordance with this Agreement;
  5. use any other trademarks, trade names, business names, logos, designs or colour schemes in connection with EpicShot other than those forming part of the Intellectual Property which we or this Agreement direct you to use; or
  6. do anything or aid or assist any other person to do anything which would infringe the ownership of, harm, challenge, deny or put in question the Intellectual Property or any part of it.
3. You will give us all the information that we require about your use of the Intellectual Property or any of it.
4. If you become aware of any actual or threatened infringement or piracy of the Intellectual Property by a third party or if any infringement or piracy claim is made against you by a third party:
  1. you will immediately notify us in writing of the infringement, piracy or claim;
  2. you may not bring any action for infringement without our prior written consent;
  3. we will determine (in our absolute discretion) what action, if any, to take; and
  4. if we so request you will do everything necessary to enable us to be named as a party in any legal proceedings, and will fully cooperate with us in those proceedings (and, in such a case we will pay your reasonable costs in respect of those proceedings).
5. You undertake at your own expense to execute and deliver all documents and to do all things as may be necessary for us and/or our licensors to obtain the full benefit of this clause 13 according to its true intent.
Confidentiality
1. You and we will at all times (including after the end of our engagement with you) keep confidential, treat as privileged, and not directly or indirectly make any disclosure or use of the other party’s Confidential Information obtained under or in connection with this Agreement, except to the extent:
  1. required by law;
  2. disclosure is to its authorised personnel on a “need to know” basis and solely to the extent necessary to obtain the benefit of, or to carry out an obligation under this Agreement (provided that, if requested by the disclosing party, such personnel will sign a confidentiality undertaking in an agreed form in favour of the disclosing party); or
  3. the information is or becomes available in the public domain without breach of any obligation of confidentiality.
2. If you or we are required by law to disclose any matter or information covered by clause 14.1, the party subject to that requirement will:
  1. immediately notify the other in writing so that it may (if it considers appropriate) seek a protective order or other remedy;
  2. only disclose information to the extent legally required; and
  3. use its reasonable endeavours to obtain undertakings that confidential treatment will be accorded to the information by the person to whom it is disclosed.
3. Upon termination of this Agreement (or earlier upon request), each party shall, within 20 Working Days, return to the other without keeping or making a copy (or, at the disclosing party’s option, securely destroy) all information obtained from the other in connection with this Agreement (except for information the disclosing party agrees in writing can, or is required by law to, be retained for archival purposes), and each of us shall certify in writing to the other that we have complied with this clause.
Licence Conditions
1. As between the parties EpicShot is proprietary to us. The rights granted to you in clause 4 are limited. You must not, and you must use all reasonable endeavours to ensure that your Authorised Users and third parties do not:
  1. attempt to modify, copy, adapt, reproduce, disassemble, decompile, make derivative works of or reverse engineer EpicShot (or any component thereof);
  2. attempt to undermine or circumvent the security or integrity of our computing systems or networks or those of our service providers;
  3. use, or misuse, EpicShot in any way which may impair the functionality of EpicShot;
  4. transmit, or input into EpicShot any files that may damage any other person’s computing devices or software, content that may be offensive, or material or Customer Data in violation of any law or regulation;
  5. use, or permit the use of, EpicShot or the Services for the business of any third party or individual;
  6. access all or any part of EpicShot in order to develop a product or service which competes with EpicShot or any part of the Services;
  7. sublicense or otherwise provide EpicShot to any third party; or
  8. remove any copyright notices.
Service limitations and constraints
1. We will use commercially reasonable endeavours to avoid issues arising but you accept that the Hosting Services are subject to limitations and constraints. We do not accept responsibility if a failure to deliver the Hosting Services in accordance with our commitment to you in clause 7.1 is caused by:
  1. minor bugs and defects in our EpicShot software;
  2. failure of your workstations, devices and internet connections to meet or exceed our Minimum System Requirements;
  3. inadequate internet bandwidth or failure or partial failure of the internet or any equipment which connects your workstation, device or internet connection to our services provider;
  4. a failure of our services providers to provide adequate services or the failure of those services;
  5. factors outside our reasonable control (for example, natural disaster, war, pandemic, acts of terrorism, riots, government action);
  6. your use of the Cloud Services exceeding the storage and plan limits notified to you by us; or
  7. use of EpicShot or the Hosting Services in breach of this Agreement.
2. Communications using the internet are never entirely free from security vulnerabilities and we cannot warrant that the Hosting Services will be totally secure.
3. We may store archived data on slower storage servers.
4. Any stated timeframes are our estimated timeframes. We will use commercially reasonable efforts to provide the Services at times agreed with you or specified in the Order Form but we will not be liable for any delays.
Updating Services
1. We are under no obligation to make updates or new versions of EpicShot available to you during the Term, however we may make available certain Modifications at no cost to you.
2. We will use commercially reasonable endeavours to provide you with 10 days’ notice before each Modification takes effect.
3. We may remove functionality from EpicShot where we consider that this will not materially reduce the overall functionality of EpicShot. Our right to update the Agreement under clause 3 includes the right to introduce or amend additional terms and conditions in respect of any Modifications.
Customer Data and Privacy Laws
1. You retain all rights in and related to the Customer Data except as expressly provided for in this Agreement. You are responsible for the Customer Data and entering it in EpicShot. You grant to us and our subcontractors a non-exclusive right to process and use the Customer Data to for your use of EpicShot and directly related purposes contemplated by this Agreement.
2. We will implement policies and procedures intended to prevent data loss, including creating periodic back-ups of Customer Data, but we do not make any guarantees that there will be no loss or corruption of Customer Data and we exclude liability for any loss or corruption of Customer Data howsoever caused.
3. We will always collect, store, process and use any Personal Information we receive from you in accordance with our responsibilities under Privacy Laws and we will not disclose it without your consent unless permitted to by law, but we may keep and use it for our internal business purposes. You agree to comply with our reasonable instructions in relation to our obligations under applicable Privacy Laws.
4. You warrant and represent that Customer Data you provide to us or upload to EpicShot has been collected and provided to us in compliance with Privacy Laws and that the transfer of such Customer Data for collection and storage by us will not breach the Intellectual Property or rights under any Privacy Law of any person. You indemnify us against all actions, proceedings, losses, liabilities, damages, claims, demands, costs and expenses (including all legal costs and expenses on a solicitor and own client basis) we may incur or suffer if you breach the warranty given by you in this clause 18.4.
Unauthorised Use
1. You must promptly notify us on becoming aware of any actual or alleged unauthorised use or application of EpicShot or any of our Intellectual Property by an unauthorised person.
2. You agree to act in good faith to provide us with commercially reasonable assistance and information (with your reasonable costs payable by us) if requested.
3. Any exercise by us of our rights under this clause 19 will be without prejudice to any rights or remedies available to us whether under this Agreement or otherwise. Subject to clause 19.2, each party shall bear its own costs associated with any action taken in connection with this clause 19.
Force Majeure
1. Neither party shall be liable for any delay or failure to fulfil its obligations (other than a payment obligation) under this Agreement arising directly or indirectly from any circumstance beyond the reasonable control of the affected party (including, without limitation, acts of God, flood, earthquake, storm, fire, epidemic, war, embargoes, riot or civil disturbance), provided that the affected party shall:
  1. notify the other party as soon as practicable of the events; and
  2. use all commercially reasonable endeavours to continue to perform its obligations and mitigate the effects of the event.
Disputes
1. If either of us has a Dispute with the other that party will provide written details of the Dispute to the other party and we and you agree to meet with each other to try and resolve the Dispute as many times as necessary to discuss the Dispute in the spirit of good will and cooperation.
2. If the Dispute is not resolved within 20 Working Days of a written notice first being given under clause 21.1, the Dispute will be referred to the mediation of a single mediator. If we and you cannot agree on a mediator, a mediator will be appointed by the Arbitrators' and Mediators' Institute of New Zealand or its nominee.
3. Subject to any right any party may have to apply to a court for any interim or preliminary relief in respect of the Dispute, completion or termination of the negotiation and mediation as set out in this section will be a condition precedent to the commencement of any Court proceeding.
4. No party may use any information or documents obtained solely by reason of this clause 21 for any purpose other than in an attempt to settle the Dispute.
General
1. Entire agreement: This Agreement constitutes the entire agreement, understanding and arrangement (express and implied) between the parties relating to the subject matter of this Agreement and supersedes and cancels any previous negotiation, agreement, understanding and arrangement relating thereto, whether written or oral.
2. Precedence: In the event of any conflict, the provisions in an accepted Order Form shall take precedence over these terms and conditions.
3. Variations: We reserve the right to update our standard terms and conditions pursuant to clauses 3 and 9.3. No other variation or change from our standard terms and conditions will be valid except in writing signed by both you and us.
4. Waiver: A failure or delay in exercising any right, remedy or privilege arising from this Agreement will not operate or be construed as a waiver unless given in writing and does not constitute a waiver of any other breach or future breaches.
5. Notice: Any notice or other communication to be given under this Agreement must be in writing and delivered by hand, registered mail or email at the respective addresses specified in the Order Form. Receipt will be deemed upon delivery by hand, three Working Days after posting, or when dispatched via email provided that no error message is returned to the sender indicating a delivery failure of any nature.
6. Counterparts: This Agreement may be executed in any number of counterparts (including electronic counterparts) each of which is an original, and all of which together constitute a binding and enforceable agreement between the parties.
7. Relationship of the parties: Nothing in this Agreement shall be construed as creating a joint venture, partnership or agency between the parties.
8. Contractual privity: Nothing in this Agreement is intended to confer a benefit on any person who is not a party to this Agreement.
9. Assignment: Subject to clause 8.2, neither party may otherwise assign or transfer this Agreement in whole or in part without the other party’s prior written consent.
10. Severability: If any provision of this Agreement is held by any court or administrative body of competent jurisdiction to be invalid, illegal or unenforceable, it will be severed, and the remainder of this Agreement will remain in full force and effect and, to the extent possible, such determination will not impair the enforceability of the remaining parts of this Agreement.
11. Governing law and jurisdiction: This Agreement will be governed by, and construed in accordance with, the laws of New Zealand and the parties submit to the non-exclusive jurisdiction of the Courts of New Zealand.