10tobuild®

TERMS AND CONDITIONS

1. 10tobuild Limited (trading as 10tobuild) is a New Zealand registered company.

1.1 The name that will appear on any written communication (including by email or electronically and whether existing now or hereafter developed) or invoice or receipt or quotation or schedule or statement or similar from 10tobuild Limited will be 10tobuild. 

DEFINITIONS

2. 10tobuild access code, coupon or voucher and 10tobuild access code and 10tobuild coupon and 10tobuild voucher are defined in clause 12.4.

2.1 Coaching means any coaching or consulting (including but not limited to pre-coaching or preliminary consultation) or mentoring or training or other similar services provided by 10tobuild.  Coaching may be provided as part of a course or package or programme or module or session or consultation or webinar or workshop or as otherwise howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild.  Coaching may include any one or both of the following methods or methodologies or processes or techniques, as the case may require: Builder Profile 10™ coaching or CliftonStrengths® coaching.

2.1.1 Coaching may be conducted or delivered by a session or consultation or sessions or consultations.

2.1.2 Coaching is not counselling of any type (including but not limited to psychological counselling) or any type of therapy or any form of mediation between two or more people or any type of medical intervention and should not be construed as such. 

2.1.3 You acknowledge that you have not engaged 10tobuild to provide counselling of any type (including but not limited to psychological counselling) or any type of therapy or any form of mediation between two or more people or any type of medical intervention.

2.2 Coaching period or workshop period means the elapsed time or time agreed or time required to complete coaching or a workshop, howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild.

2.3 Course means a prescribed number of lessons or lectures or modules or presentations or sessions or consultations in a particular subject or curriculum:

a.  whether or not leading to an examination or qualification; and

b.  whether or not including (as part of the course or available as an option additional to the course) coaching or a webinar or workshop or any materials or goods or services; and

c.  howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, including but not limited to as digital or online content; and

d.  whether or not provided as part of a package or programme or module or coaching or webinar or workshop; and

e. whether or not using or involving a third-party provider or third-party resources.

2.3.1 Course includes the materials or goods or services covered in or provided with the course.

2.4 Digital or online content includes but is not limited to any course or package or programme or module or coaching or session or consultation or webinar or workshop or materials or goods or services or community or forum or other membership howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild on, by or through the site.

2.5 Gallup® access code is defined in clause 12.

2.6 Goods or services means any goods or services provided by 10tobuild, whether or not in conjunction or associated with any course or package or programme or module or coaching or webinar or workshop, and includes but is not limited to materials and to the review, preparation or repackaging of curricula vitae and covering letters or similar and the provision of assessments, reviews or proposals or similar.

2.7 Information is defined in clause 16.

2.8 Material and materials are defined in clause 8.

2.9 Package or programme or module means any package or programme or module:

a.  whether or not leading to an examination or qualification; and

b.  whether or not including (as part of the package or programme or module or available as an option additional to the package or programme or module) coaching or a webinar or workshop or any materials or goods or services; and

c.  howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, including but not limited to as digital or online content; and

d.  whether or not provided as part of a course or coaching or webinar or workshop; and

e.  whether or not using or involving a third-party provider or third-party resources.

2.10 Session or consultation means the provision by 10tobuild of coaching or a webinar or workshop through one conversation or meeting or session or consultation or webinar or workshop, as the case may require, or the provision by 10tobuild of materials or goods or services or a course or package or programme or module that includes coaching or a webinar or workshop, howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild and whether or not using or involving a third-party provider or third-party resources.

2.11 Sessions or consultations means the provision by 10tobuild of coaching or a webinar or workshop through more than one conversation or meeting or session or consultation or webinar or workshop or a series of conversations or meetings or sessions or consultations or webinars or workshops, as the case may require, whether or not regularly, or the provision by 10tobuild of materials or goods or services or a course or package or programme or module that includes coaching or a webinar or workshop, howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild and whether or not using or involving a third-party provider or third-party resources.

2.12 Site means any website, online, electronic or digital platform or shop or community or forum or similar and whether existing now or hereafter developed for the purpose of providing information, advertising, social sharing, communication, sales and marketing, completing a preliminary step, booking, scheduling, reservations, enrolments, ordering, purchasing, accessing, using, attending or participating in a course or package or programme or module or coaching or webinar or workshop or materials or goods or services or for any other purpose, as the case may require, and operated or maintained or used by 10tobuild, whether or not using or involving a third-party provider or third-party resources, and includes any online account or login or membership or registration with 10tobuild or its third-party providers and any means of online, electronic or digital or similar communication with 10tobuild, including but not limited to email, and whether existing now or hereafter developed. 

2.13 Trademarks is defined in clause 8.3.

2.14 User content is defined in clause 17.4.

2.15 Webinar means any webinar or group coaching, session, consultation, conversation, meeting or similar, conducted or offered or provided or delivered or made available or accessible by 10tobuild on, by or through the site.

2.16 Workshop means any workshop or group coaching, session, consultation, conversation, meeting or similar, howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild.

2.17 You/Your includes any legal entity, body or person and any legal entity, body or person acting for you or on your behalf (whether or not as an agent) or for whom you are acting or representing (whether or not as an agent), including but not limited to your servants, agents, assigns, employees or successors.

WHERE TERMS AND CONDITIONS APPLY

3. Completing any preliminary step, booking, scheduling, reserving a place in, enrolling in, ordering, purchasing, accessing, using, attending or participating in a course or package or programme or module or coaching or webinar or workshop or ordering or purchasing materials or goods or services subject to terms and conditions — Completing any preliminary step or booking or scheduling or reserving a place in, enrolling in, or ordering or purchasing or accessing or using or attending or participating in a course or package or programme or module or coaching or a webinar or workshop or ordering or purchasing materials or goods or services, howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, including but not limited to on, by or through the site, is subject to these terms and conditions and any agreement that may be or may have been entered into between you and 10tobuild.

3.1 By completing any preliminary step or booking or scheduling or reserving a place in, or enrolling in, or ordering or purchasing or accessing or using or attending or participating in a course or package or programme or module or coaching or a webinar or workshop or ordering or purchasing materials or goods or services, howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, including but not limited to on, by or through the site, you represent that you have read, understood and accepted, without limitation or qualification, these terms and conditions and any agreement that may be or may have been entered into between you and 10tobuild, and you agree to be bound by them.

3.2 Completing any preliminary step or booking or scheduling or reserving a place in, or enrolling in, or ordering or purchasing or accessing or using or attending or participating in a course or package or programme or module or coaching or a webinar or workshop or ordering or purchasing materials or goods or services, howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, including but not limited to on, by or through the site, constitute a legal offer by you to complete a preliminary step or book or schedule or reserve a place in, or enroll in, or order or purchase or access or use or attend or participate in and are capable of being accepted by 10tobuild without any further reference to you.  10tobuild reserves the exclusive right to accept or reject (for any reason whatsoever and in whole or in part) any such offer made by you.  An agreement to complete a preliminary step or book or schedule or reserve a place in or enroll in or order or purchase or access or use or attend or participate in a course or package or programme or module or coaching or a webinar or workshop or to order or purchase materials or goods or services, howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, comes into existence only when 10tobuild, whether orally or in writing (which may be by email) or through an online or electronic communication (which may be by, on or through the site) or through any other means whether existing now or hereafter developed, accepts your preliminary step or booking or scheduling or reservation or enrolment or order or purchase or agrees to you accessing or using or attending or participating in a course or package or programme or module or coaching or a webinar or workshop or to you ordering or purchasing materials or goods or services, as the case may require.

3.3 Unless expressly stated otherwise, the information provided by 10tobuild on, by or through the site and any information in any communication to you by 10tobuild, whether in writing (including by email or electronically) or orally or through any other means whether existing now or hereafter developed, constitute an invitation to treat only and not an offer to supply a course or package or programme or module or coaching or a webinar or workshop or materials or goods or services, as the case may require.

3.4 Agreement subject to terms and conditions — These terms and conditions shall form part of any agreement entered into or deemed to have been entered into between you and 10tobuild, whether or not these terms and conditions are expressly referred to in or attached to any such agreement.

3.5 Use of site subject to terms and conditions — Your use of the site is subject to these terms and conditions and all applicable laws, in addition to 10tobuild’s Privacy Policy.  By accessing, using, browsing, downloading from or uploading to the site, or interacting with the site in any way howsoever (including but not limited to joining a forum or community provided or operated or used by 10tobuild), you accept, without limitation or qualification, these terms and conditions, 10tobuild’s Privacy Policy, and any applicable third-party terms and conditions, and you agree to be bound by them.

RESTRICTIONS

4. Your age — You confirm that, at the time of completing any preliminary step, booking, scheduling, reserving a place, enrolling, ordering, purchasing, accessing, using, attending or participating in a course or package or programme or module or coaching or consultation or session or webinar or workshop or ordering or purchasing materials or goods or services, or entering into any agreement with 10tobuild, or otherwise using or interacting with the site, you represent that you:

a.  have reached the age of 18 years or, where the age of majority is more than 18 years of age in your place, state or province of residence, you have reached that age of majority; and

b.  if you are acting on behalf of or as an agent of another or others:

i.      you have lawful authority to do so; and

ii.     every person upon whose behalf you are acting or representing (whether or not as an agent) has reached the age of 18 years or, where the age of majority is more than 18 years of age in their respective place, state or province of residence, they have reached that age of majority.

4.1 Attempt to change terms and conditions shall be null and void — You shall not alter or amend or supplement (including by addition or deletion or revision or substitution) any of these terms and conditions, or 10tobuild’s Privacy Policy, whether or not by using a document that purports to be an agreement between you and 10tobuild.  Any attempt to do so shall be deemed to be null and void and, in addition to any remedy available to 10tobuild at law or in equity, 10tobuild shall immediately invoke any provisions of these terms and conditions relating to termination that may be applicable.

REFUND AND CANCELLATION POLICY

5. No refunds for digital or online content — 10tobuild’s digital or online content (including but not limited to its online courses, packages, programmes and modules) is digital by nature. 

Because

a.  you cannot return digital or online content; and

b.  you gain full access to all relevant digital or online content upon purchase, whether or not such content is drip fed to you or its accessibility is time limited by 10tobuild; and

c.  the effectiveness of such content depends on your satisfactory learning or understanding or use or implementation or completion of it or your attendance or participation in it, as the case may require,

prices, fees and disbursements (including deposits) once paid by you to 10tobuild for 10tobuild’s digital or online content (including but not limited to its online courses, packages, programmes and modules) are strictly non-refundable, subject to any provision to the contrary in any related agreement.

5.1 10tobuild is confident that it has sufficiently described the nature of its digital or online content so that you can make an informed decision before completing any preliminary step, booking, scheduling, reserving a place in, enrolling in, ordering, purchasing, accessing, using, attending or participating in 10tobuild’s digital or online content, as the case may require.

5.1.1 Please carefully read the details and descriptions provided by 10tobuild for its digital or online content.  If you have any doubt as to the nature of the transaction you are considering entering or are about to enter into with 10tobuild or the nature of 10tobuild’s digital or online content, please contact 10tobuild for further information.

5.2 No refunds for courses, packages, programmes or modules — Subject to any provision to the contrary in any related agreement, prices, fees and disbursements (including any deposits) once paid by you to 10tobuild for any courses or packages or programmes or modules or materials or goods or services or community or forum howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, are strictly non-refundable. 

5.3 Session or consultation may be deemed to have taken place where insufficient notice given to cancel or reschedule — Subject to the termination policy (clause 19 and its subclauses) and any provision to the contrary in any related agreement, 10tobuild may, in its absolute discretion, deem a session or consultation to have taken place or commenced if less than 24 hours’ notice is given by you to 10tobuild of your wish or need to cancel or reschedule the session or consultation, unless in the case of an unexpected and unavoidable occurrence, as determined by 10tobuild in its sole discretion. 

5.4 Your liability where insufficient notice given to cancel or reschedule — Subject to the termination policy (clause 19 and its subclauses) and any provision to the contrary in any related agreement, in the event 10tobuild invokes clause 5.3, 10tobuild is not required to reschedule the session or consultation and you acknowledge and accept, without limitation or qualification, that you shall be liable to pay to 10tobuild all fees, prices and disbursements otherwise pertaining to that session or consultation and not otherwise paid by you to 10tobuild at the time insufficient notice is given by you to 10tobuild of your wish or need to cancel or reschedule the session or consultation. 

5.5 10tobuild not required to refund payments already made where insufficient notice given to cancel or reschedule — Subject to the termination policy (clause 19 and its subclauses) and any provision to the contrary in any related agreement, in the event of your prior payment of any fees, prices and disbursements (including deposits) relating to a session or consultation where you have given to 10tobuild less than 24 hours’ notice of your wish or need to cancel or reschedule the session or consultation, you acknowledge and accept, without limitation or qualification, that 10tobuild is not required to refund to you any or all such fees, prices and disbursements (including deposits) so paid by you to 10tobuild. 

5.6 No refunds where session or consultation time shorter — Subject to the termination policy (clause 19 and its subclauses) and any provision to the contrary in any related agreement, prices, fees and disbursements (including deposits) paid by you to 10tobuild will not be refunded on a pro rata basis where actual session or consultation times are shorter than otherwise agreed between you and 10tobuild due to your lateness in attending the session or consultation or due to the entirety of the allocated time not otherwise being required for whatever reason.  For the avoidance of doubt, you will be liable for the full prices, fees and disbursements (including deposits) relating to a session or consultation in the event you are late attending it or where the entirety of the time allocated is not otherwise required for whatever reason and, in such circumstances, no monetary discounts will be offered to you by 10tobuild for any shortfall in the time made available or used for the session or consultation. 

5.6.1 Subject to the termination policy (clause 19 and its subclauses) and any provision to the contrary in any related agreement, you acknowledge and accept, without limitation or qualification, that you shall be liable to pay to 10tobuild all fees, prices and disbursements otherwise pertaining to a session or consultation and not otherwise paid by you to 10tobuild at the time the session or consultation commences or is completed where the actual session or consultation time is shorter than otherwise agreed between you and 10tobuild due to your lateness in attending the session or consultation or due to the entirety of the allocated time not otherwise being required for whatever reason. 

 5.7 10tobuild has discretion not to refund for cancellation of coaching or workshop or webinar — Without limiting clauses 5.4 and 5.5 and subject to the termination policy (clause 19 and its subclauses) and any provision to the contrary in any related agreement, you acknowledge and accept, without limitation or qualification, that 10tobuild is not required to refund to you any or all fees, prices and disbursements (including deposits) paid by you to 10tobuild for:

a.  any coaching that you wish to cancel or withdraw from (as the case may require) and that has not otherwise commenced or taken place or been completed at the time notice is given by you to 10tobuild of your wish or need to cancel or withdraw from such coaching; or

b.  any workshop that you wish to cancel or withdraw from (as the case may require) and that has not otherwise commenced or taken place or been completed at the time notice is given by you to 10tobuild of your wish or need to cancel or withdraw from such workshop; or

c.  any webinar that you wish to cancel or withdraw from (as the case may require) and that has not otherwise commenced or taken place or been completed at the time notice is given by you to 10tobuild of your wish or need to cancel or withdraw from such webinar.

5.8 10tobuild may cancel — 10tobuild reserves the right to cancel courses, packages, programmes, modules, coaching, webinars and workshops without providing a reason.  In the event this happens, 10tobuild may, in its absolute discretion, offer you a transfer to any equivalent or suitable future course, package, programme, module, coaching, webinar or workshop provided by 10tobuild within 24 weeks of the cancellation (noting that in leap years, 29 February shall be calculated from 28 February) and 10tobuild will reimburse to you the difference in prices, fees and disbursements (including deposits) otherwise paid, between the cancelled course, package, programme, module, coaching, webinar or workshop and the course, package, programme, module, coaching, webinar or workshop to which you have been transferred.  In the event 10tobuild cancels a course, package, programme, module, coaching, webinar or workshop and is not able to offer to you a transfer to any equivalent or suitable future course, package, programme, module, coaching, webinar or workshop, 10tobuild will, subject to the termination policy (clause 19 and its subclauses), reimburse to you any prices, fees, and disbursements (including deposits) otherwise paid by you to 10tobuild in relation to the cancelled course, package, programme, module, coaching, webinar or workshop.

5.9 Availability — All preliminary steps, bookings, scheduling, reservations, enrolments, orders and purchases or attempt made by you to access, use, attend or participate are subject to the availability of the respective course, package, programme, module, coaching, webinar, workshop or materials or goods or services or community or forum being able to be provided to you by 10tobuild.  If, for any reason, 10tobuild is not able to provide you with a course, package, programme, module, coaching, webinar, workshop or materials or goods or services or community or forum, 10tobuild will endeavour to notify the non-availability on, by or through the site and may endeavour to notify you by email or by any other means it sees fit in the circumstances, as the case may require. 

5.10 Cancellation by 10tobuild of preliminary steps, bookings, scheduling, reservations, enrolments, orders, purchases, access, use, attendance or participation where incorrect price or information — Where a course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum are listed with an incorrect price or fee or disbursement or with incorrect information on the site or in any of 10tobuild’s information or communications to or with you, 10tobuild reserves the right to cancel your preliminary step, booking, scheduling, reservation, enrolment, order or purchase or attempt made by you to access, use, attend or participate (regardless of whether or not you have made payment to 10tobuild for that preliminary step, booking, reservation, enrolment, order or purchase or attempt made by you to access, use, attend or participate).  Where you have already made payment for a preliminary step, booking, scheduling, reservation, enrolment, order or purchase or attempt made by you to access, use, attend or participate that is subsequently cancelled by 10tobuild due to an incorrect price or fee or disbursement or incorrect information, 10tobuild will refund to you the amount paid by you in relation to that preliminary step, booking, scheduling, reservation, enrolment, order or purchase or attempt made by you to access, use, attend or participate, as the case may require and subject to the termination policy (clause 19 and its subclauses).

5.10.1 10tobuild may cancel your preliminary step, booking, scheduling, reservation, enrolment, order or purchase or attempt made by you to access, use, attend or participate at any time prior to confirming to you your preliminary step, booking, scheduling, reservation, enrolment, order or purchase or attempt made by you to access, use, attend or participate. In the event of such cancellation, 10tobuild will, subject to the termination policy (clause 19 and its subclauses), reimburse to you any prices, fees, and disbursements (including deposits) otherwise paid by you to 10tobuild in relation to the cancelled preliminary step, booking, scheduling, reservation, enrolment, order or purchase or attempt made by you to access, use, attend or participate.

 5.10.2 10tobuild’s liability under these terms and conditions is confined to you, it being agreed that your rights under these terms and conditions are not assignable without the prior written consent of 10tobuild.

DEVICE AND BROWSER COMPATIBILITY FOR DIGITAL OR ONLINE CONTENT

6. DRM security — The audio and video components of 10tobuild’s digital or online content may use DRM-encrypted security. 

6.1 Device and browser compatibility — By completing a preliminary step or booking or scheduling or reserving a place in, enrolling in, or ordering or purchasing or accessing or using or attending or participating in digital or online content provided by 10tobuild, you acknowledge and accept, without limitation or qualification, that you are aware of the device and browser compatibility of 10tobuild’s digital or online content. 

6.1.1 If your device or browser is not compatible with 10tobuild’s digital or online content that you wish to complete a preliminary step towards or book or schedule or reserve a place in, enrol in, or order or purchase or access or use or attend or participate in, as the case may require, please update the device or browser before proceeding. 

6.1.2 Test for compatibility — Before completing a preliminary step or booking or scheduling or reserving a place in, enrolling in, or ordering or purchasing or accessing or using or attending or participating in 10tobuild’s digital or online content, as the case may require, 10tobuild recommends that you test the compatibility of your device and browser by viewing the encrypted test video at https://www.10tobuild.com.  If you have any issues with the video playing on your device or browser, please refer to clauses 6.2–6.4, as the case may require.

6.2 Desktop/Laptop (Windows, Mac, Linux) — To view the audio and video components of 10tobuild’s digital or online content, you will require the most recent version of Google Chrome or Microsoft Edge or Mozilla Firefox if your desktop/laptop uses Windows, Mac or Linux.  If a message shows on the audio/video player to upgrade your browser/OS, please update to the most recent version of Google Chrome or Microsoft Edge or Mozilla Firefox.  Please note that Safari is not supported.  Test the compatibility of your device and browser by viewing the encrypted test video at https://www.10tobuild.com.

6.3 Android — 10tobuild recommends the most recent version of Google Chrome for Android devices but this is currently supported only for Android OS version >5.  If the 10tobuild digital or online content does not play in Google Chrome (it can happen due to DRM compatibility issues in 1% of cases), try a Google Chrome Incognito Window or Mozilla Firefox Private Window or VdoCipher’s Zenplayer app.  Test the compatibility of your device and browser by viewing the encrypted test video at https://www.10tobuild.com.

6.4 IOS (Apple) — To view 10tobuild’s digital or online content in IOS (Apple), you will require the most recent version of Google Chrome.  Please note that Safari is not supported.  Test the compatibility of your device and browser by viewing the encrypted test video at https://www.10tobuild.com.

6.5 Indemnification — Without limiting any other indemnification provision of these terms and conditions, you agree that you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by you (or by any other person or entity) caused either directly, indirectly, incidentally or consequentially in relation to your device or browser not being compatible with 10tobuild’s digital or online content.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

6.6 Without limiting any other indemnification provision of these terms and conditions, you shall indemnify and keep 10tobuild indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by 10tobuild as a direct, indirect, incidental or consequential result of or in connection with your breach (actual or anticipatory) of any of the terms and conditions relating to device and browser compatibility.

TIME LIMIT FOR ACCESSING AND USING DIGITAL OR ONLINE CONTENT

7. Time limitation on accessing and using digital or online content — Due to bandwidth constraints, to ensure fair access to 10tobuild’s digital or online content, and to promote the efficient and effective access, uptake, use and completion of 10tobuild’s digital or online content, you acknowledge and accept, without limitation or qualification, the following limitation on accessing and using 10tobuild’s digital or online content:

a.  Immediately upon purchasing digital or online content or otherwise first being granted access to (whether or not for a fee or valuable consideration) any part of that digital or online content conducted or offered or provided or delivered or made available or accessible by 10tobuild, you shall have (subject to the exception set out in clause 7(b)) access to that digital or online content for no more than 90 days calculated from the time of purchase or the time that access is otherwise first granted, as the case may require.  For the avoidance of doubt, where that digital or online content is drip-fed (see clause 7.1), the 90-day time limitation applies immediately upon purchasing that digital or online content or otherwise first being granted access to (whether or not for a fee or valuable consideration) any part of that digital or online content, not when the last part of that digital or online content becomes available or accessible through drip-feeding.

b.  10tobuild, in its absolute discretion, reserves the right, upon application made to it in writing (which includes by email), to extend, whether or not in exchange for valuable consideration or a fee, the accessibility time frame of its digital or online content, otherwise limited pursuant to clause 7(a).

7.1 Drip-fed content — 10tobuild’s digital or online content may be drip fed to you at regular or various intervals, as determined by 10tobuild in its absolute discretion:

a.  to ensure 10tobuild can provide to you, as part of that digital or online content, any applicable Gallup® access code or 10tobuild access code, coupon or voucher; or

b.  to ensure the content is paced, so as to facilitate your learning and understanding of the content subject-matter or curriculum.

7.1.1 10tobuild, in its absolute discretion, reserves the right to drip feed its digital or online content.

INTELLECTUAL PROPERTY RIGHTS

8. Meaning of “material” and “materials” — Material and materials includes but is not limited to the processes, techniques, presentations, methods, methodologies, models, precedents, tools, logos, trademarks, content, graphical or pictorial representations, information, text, images, illustrations, photographs, diagrams, materials, writings, conversations, and audio and video used, advocated or provided by 10tobuild, and any related digital or electronic file, in any course, package, programme, module, coaching, webinar, workshop, session, consultation, activities, exercises, tasks, assignments, materials, goods or services or otherwise, whether presented in print or electronic or any other format and whether existing now or hereafter developed, and whether or not conducted or offered or provided or delivered or made available or included or appearing or accessible on or through or over the site.  For the avoidance of doubt, “material” and “materials” includes “digital or online content” as defined in clause 2.4.

8.1 Intellectual property rights — Subject to and without derogating from the limitations set out in and the spirit and intent of clause 8.2, you may access and use materials only for your own personal or business use and learning.

8.2 Subject to and without derogating from the rights set out in and the spirit and intent of clause 8.1, you acknowledge and accept, without limitation or qualification, that you have no right to and you must not at any time:

a. use or exploit the materials or any part of them for personal, business or commercial advantage, benefit, gain or profit that directly, indirectly, incidentally or consequentially results in or is connected with actual or potential damage or detriment or harm to 10tobuild or to actual or potential actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced by 10tobuild, whether or not as a result of any intentional or negligent act or omission by you (or any other person or entity) or howsoever arising or caused;

b. copy, alter, add to, delete or remove from, augment, modify, reproduce or create derivate works from, publish, republish, print, reprint, package, repackage, report, advertise, forward, share or transmit the materials or any part of them in any manner, shape or form or by any means howsoever (including by email, electronic, streaming, casting, mechanical, photocopying, recording or otherwise howsoever, whether existing now or hereafter developed);

c. store the materials or any part of them in or introduce the materials or any part of them into a physical, electronic or other retrieval or archiving system, whether existing now or hereafter developed, or upload or download the materials or any part of them to, or share or stream or cast the materials or any part of them with, a third party or to another website or digital or electronic shop or communication or social sharing platform or forum or similar howsoever (whether or not electronic and whether or not for social sharing or commentary or any other purpose, whether existing now or hereafter developed);

d. by way of trade or otherwise lend, gift, give away, donate, share, sell, resell, hire out, auction, license, assign or transfer the materials or any part of them;

e. circulate, distribute, disseminate or share the materials or any part of them howsoever amongst or with another person or entity or other persons or entities; or

f. exploit the materials or any part of them in any other way.

INDEMNIFICATION

9.  Without limiting any other indemnification provision of these terms and conditions, you agree that you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by you (or by any other person or entity), including but not limited to the event of any financial, mental, physical, or emotional stress or distress (or other ailment or condition) or otherwise whatsoever, and caused either directly, indirectly, incidentally or consequentially in relation to any of the courses or packages or programmes or modules or coaching or sessions or consultations or webinars or workshops or methods or methodologies or processes or techniques or tools or models or materials or goods or services used by 10tobuild, advocated by 10tobuild or provided by 10tobuild, whether or not for a fee or valuable consideration, including but not limited to any part of any course or package or programme or module or coaching or session or consultation or webinar or workshop or method or methodology or process or technique or tool or model or materials or goods or services howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, or for anything done or not done by you (or done or not done by another person or entity), including but not limited to your failure (in whole or in part) to achieve a goal or goals or your failure to achieve (in whole or in part) a desired outcome or outcomes, caused either directly, indirectly, incidentally or consequentially in relation to any of the courses or packages or programmes or modules or coaching or sessions or consultations or webinars or workshops or methods or methodologies or processes or techniques or tools or models or materials or goods or services used by 10tobuild, advocated by 10tobuild or provided by 10tobuild, whether or not for a fee or valuable consideration, including but not limited to any part of any course or package or programme or module or coaching or session or consultation or webinar or workshop or method or methodology or process or technique or tool or model or materials or goods or services howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

9.1 Without limiting any other indemnification provision of these terms and conditions, you shall indemnify and keep 10tobuild indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by 10tobuild as a direct, indirect, incidental or consequential result of or in connection with your breach (actual or anticipatory) of any agreement entered into or deemed to have been entered into or purported to be entered into between you and 10tobuild, including but not limited to completing a preliminary step or booking, scheduling, reserving a place in, enrolling in, acceptance or receipt or ordering or purchasing or accessing or using or attending or participating in or use by you of any part of any course or package or programme or module or coaching or session or consultation or webinar or workshop or method or methodology or process or technique or tool or model or materials or goods or services howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, whether or not for a fee or valuable consideration, or in connection with your breach (actual or anticipatory) of any of these terms and conditions or any negligent act or omission by you, or use or misuse of the site or violation of another site user’s rights by you or by anyone using your user details whether with or without your express authorization.

NO WARRANTIES GIVEN

10.  Without limiting any of the indemnification provisions of these terms and conditions, 10tobuild makes no representation or warranty to you that any of the courses or packages or programmes or modules or coaching or sessions or consultations or webinars or workshops or methods or methodologies or processes or techniques or tools or models or materials or goods or services used by 10tobuild, advocated by 10tobuild or provided by 10tobuild, whether or not for a fee or valuable consideration, including but not limited to any part of any course or package or programme or module or coaching or session or consultation or webinar or workshop or method or methodology or process or technique or tool or model or materials or goods or services howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild, will work for your particular circumstances or assist you to set any goal or to achieve (in whole or in part) any goal, strategy, action or otherwise you set, or to achieve (in whole or in part) any outcome, result or otherwise you desire.  You will not hold 10tobuild responsible for your failure to set any goal or to achieve (in whole or in part) any goal, strategy, action or otherwise you set, or to achieve (in whole or in part) any outcome, result or otherwise you desire. 

CONSUMER GUARANTEES ACT 1993

11.  Consumer Guarantees Act 1993 — In the event that any transaction between you and 10tobuild that is the subject of these terms and conditions is also subject to the Consumer Guarantees Act 1993 (New Zealand) (Act):

a.  If you are acquiring any course or package or programme or module or coaching or session or consultation or webinar or workshop or method or methodology or process or technique or tool or model or materials or goods or services from 10tobuild for the purposes of a business, then the guarantees and remedies provided under the Act shall not apply to the supply by 10tobuild of that course or package or programme or module or coaching or session or consultation or webinar or workshop or method or methodology or process or technique or tool or model or materials or goods or services, or any part thereof.

b.  If you are acquiring any course or package or programme or module or coaching or session or consultation or webinar or workshop or method or methodology or process or technique or tool or model or materials or goods or services from 10tobuild for purposes other than that of a business, these terms and conditions shall be interpreted subject to your rights under the Act, to the intent that no provisions in these terms and conditions shall in any way limit your rights under the Act.

ACCESS CODES, COUPONS AND VOUCHERS

12.  Gallup® access code subject to Gallup® terms and conditions — Any Gallup® code, coupon or voucher provided to you by or on behalf of 10tobuild or Gallup Inc to access or undertake any online Gallup® Builder Profile 10™ (BP10™) or CliftonStrengths® assessment or equivalent (Gallup® access code), whether or not for a fee or valuable consideration, shall be subject to Gallup Inc’s terms and conditions.

12.1 Use of Gallup® access code — You shall not disclose or provide to any person or entity howsoever any Gallup® access code provided to you by or on behalf of 10tobuild or Gallup Inc.  The Gallup® access code shall be used only by you.  The Gallup® access code shall be used by you only once, unless as otherwise expressly stipulated or permitted or required by 10tobuild or Gallup Inc.  You shall be solely responsible for all activities, authorized or unauthorized, lawful or unlawful, which take place using the Gallup® access code.  10tobuild shall be entitled to proceed on the basis that any activities undertaken using the Gallup® access code have been undertaken by you and with your authorization and in accordance with these terms and conditions and Gallup Inc’s terms and conditions. 

12.2 Indemnification — Without limiting any other indemnification provision of these terms and conditions, you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands caused or suffered or incurred or experienced or brought by you (or any other person or entity) as a direct, indirect, incidental or consequential result of or in connection with the use or misuse of the Gallup® access code.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

12.3 Without limiting any other indemnification provision of these terms and conditions, you shall indemnify and keep 10tobuild indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by 10tobuild as a direct, indirect, incidental or consequential result of or in connection with your use or misuse of the Gallup® access code, whether or not as a result of any intentional or negligent act or omission by you (or any other person or entity) or howsoever arising or caused.

12.4 Access code, coupon or voucher other than Gallup® access code — 10tobuild may, in its absolute discretion, provide to you an access code, coupon or voucher, other than a Gallup® access code, in relation to any of the courses or packages or programmes or modules or coaching or webinars or workshops or materials or goods or services conducted or offered or provided or delivered or made available or accessible by 10tobuild (10tobuild access code, coupon or voucher or 10tobuild access code or 10tobuild coupon or 10tobuild voucher). 

12.4.1 The 10tobuild access code, coupon or voucher may be:

a.  included within the ordinary or discounted fees or prices of the courses or packages or programmes or modules or coaching or webinars or workshops or materials or goods or services conducted or offered or provided or delivered or made available or accessible by 10tobuild; or

b.  provided to you by or on behalf of 10tobuild free of any fee or price.

12.4.2 The 10tobuild access code, coupon or voucher may be provided to you by 10tobuild in the ordinary course of conducting its business or in relation to an offer or promotion.

12.4.3 Without limitation or qualification, you agree to be bound by any terms and conditions associated with accessing or using the 10tobuild access code, coupon or voucher, including the applicable terms and conditions stated herein.  10tobuild reserves the exclusive right to accept or reject (for any reason whatsoever and in whole or in part) the access or use by you of any 10tobuild access code, coupon or voucher.

12.5 Use of 10tobuild access code, coupon or voucher — You shall not disclose or provide to any person or entity howsoever any 10tobuild access code, coupon or voucher provided or supplied to you by or on behalf of 10tobuild.  The 10tobuild access code, coupon or voucher shall be used only by you.  The 10tobuild access code, coupon or voucher shall be used by you only once, unless as otherwise expressly stipulated or permitted or required by 10tobuild.  You shall be solely responsible for all activities, authorized or unauthorized, lawful or unlawful, which take place using the 10tobuild access code, coupon or voucher.  10tobuild shall be entitled to proceed on the basis that any activities undertaken using the 10tobuild access code, coupon or voucher have been undertaken by you and with your authorization and in accordance with these terms and conditions and any other applicable terms and conditions.

12.6 Indemnification — Without limiting any other indemnification provision of these terms and conditions, you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands caused or suffered or incurred or experienced or brought by you (or any other person or entity) as a direct, indirect, incidental or consequential result of or in connection with the use or misuse of the 10tobuild access code, coupon or voucher.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

12.7 Without limiting any other indemnification provision of these terms and conditions, you shall indemnify and keep 10tobuild indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by 10tobuild as a direct, indirect, incidental or consequential result of or in connection with your use or misuse of the 10tobuild access code, coupon or voucher, whether or not as a result of any intentional or negligent act or omission by you (or any other person or entity) or howsoever arising or caused.

COACHING MATERIALS AND GOODS OR SERVICES

13.   10tobuild may, in its absolute discretion, provide to you materials in print or electronic or other format as part of, and included within the prices, fees and disbursements of, the course or package or programme or module or coaching or webinar or workshop or goods or services provided.

13.1 Where not otherwise provided as part of, and included within the prices, fees and disbursements of, the course or package or programme or module or coaching or webinar or workshop or goods or services provided, 10tobuild may, by agreement with you, provide to you materials in print or electronic or other format, and you agree to pay to 10tobuild any and all applicable prices, fees and disbursements for the said materials.  

PRELIMINARY STEPS, BOOKING, SCHEDULING, RESERVING, ENROLLING, ORDERING, PURCHASING, ACCESSING, USING, ATTENDING AND PARTICIPATING PROCESS

14. Completing a preliminary step, booking, scheduling, reserving, enrolling, ordering, purchasing, accessing, using, attending and participating process — Where provided or permitted, you may complete a preliminary step or make a booking or scheduling or place a reservation or enrol in or order or purchase or access or use or attend or participate in a course or package or programme or module or coaching or webinar or workshop or materials or goods or services provided by 10tobuild by completing and submitting the relevant form or following the relevant process, whether or not by, on or through the site.  You must provide all required information (including but not limited to name, email address and payment details, where applicable) or 10tobuild may not be able to process the preliminary step, booking, scheduling, reservation, enrolment, order or purchase or may not be able to allow you to access, use, attend or participate, as the case may require.

14.1 10tobuild’s discretion in rejecting preliminary steps, bookings, scheduling, reservations, enrolments, orders, purchases, access, use, attendance or participation — No preliminary step or booking or scheduling or reservation or enrolment or order or purchase made by you or attempt by you to access, use, attend or participate howsoever shall be deemed to be accepted by 10tobuild unless and until 10tobuild, whether orally or in writing (which may be by email) or through an online or digital or electronic communication (which may be by, on or through the site) and whether existing now or hereafter developed, unequivocally accepts your preliminary step or booking or scheduling or reservation or enrolment or order or purchase or agrees to you accessing or using or attending or participating in a course or package or programme or module or coaching or webinar or workshop or materials or goods or services howsoever conducted or offered or provided or delivered or made available or accessible by 10tobuild. 

14.2 10tobuild reserves the exclusive right to accept or reject (for any reason whatsoever and in whole or in part) any such preliminary step or booking or scheduling or reservation or enrolment or order or purchase or attempt made by you to access, use, attend or participate.  Subject to the cancellation and termination policies (clauses 5 and 19 and their subclauses), if 10tobuild rejects, in whole or in part, your preliminary step or booking or scheduling or reservation or enrolment or order or purchase or attempt made by you to access, use, attend or participate, any moneys paid by you in relation to the rejected part of that preliminary step or booking or scheduling or reservation or enrolment or order or purchase or attempt made by you to access, use, attend or participate shall be refunded to you by 10tobuild and 10tobuild shall not have any further liability to you in relation to the rejected part of that preliminary step or booking or scheduling or reservation or enrolment or order or purchase or attempt made by you to access, use, attend or participate.

PRICING AND PAYMENT

15. Prices — Unless stated otherwise, all prices, fees and disbursements are payable in New Zealand dollars (NZD).

15.1 Taxes — All prices, fees and disbursements are inclusive of New Zealand Goods and Services Tax at the rate of 15% for New Zealand-based customers.

15.2 Variation — 10tobuild may vary its prices, fees and disbursements at any time and without notice.  Where, at the time of the variation, you have already entered into or are deemed to have entered into an agreement with 10tobuild, such variation will not apply to that agreement.

15.3 Method of payment — Payment by you to 10tobuild shall be made:

a.  through the site, where required; or

b.  where permitted (such as where clause 15.7 applies), by direct payment into 10tobuild’s bank account.

15.4 Payment by third party — In situations where a third party pays any prices, fees or disbursements to 10tobuild, the third party constitutes an agent acting for you or on your behalf and any reference to you in these terms and conditions, in any agreement entered into or deemed to have been entered into between you and 10tobuild and in any communication, schedule, quotation, invoice, statement, receipt or similar, shall be deemed to also be a reference to and include and apply to the third party.

15.5 10tobuild uses third parties to take payment — 10tobuild uses third-party resources and merchants to receive and process payments. 

15.5.1 Indemnification — Without limiting any other indemnification provision of these terms and conditions, you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands caused or suffered or incurred or experienced or brought by you (or any other person or entity) as a direct, indirect, incidental or consequential result of or in connection with the use by 10tobuild of any third-party resource or merchant to receive or process any payment made by you to 10tobuild.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands, and shall agree to pursue only the third party.

15.6 When payment due for transactions made on, by or through site — Unless otherwise specified on, by or through the site or in any communication to you howsoever by 10tobuild, where a preliminary step or booking or scheduling or reserving a place in, enrolling in, or ordering or purchasing or accessing or using or attending or participating in a course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum takes place on, by or through the site, any prices, fees and disbursements relating to that preliminary step or booking or scheduling or reserving a place in, enrolling in, or ordering or purchasing or accessing or using or attending or participating in shall be:

a.  paid in full by you to 10tobuild on, by or through the site; and

b.  paid contemporaneously with the preliminary step or booking or scheduling or reserving a place in, enrolling in, or ordering or purchasing or accessing or using or attending or participating in that course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum, as the case may require.

15.6.1 Unless otherwise specified on, by or through the site or in any communication to you howsoever by 10tobuild, payment in full by you to 10tobuild of any prices, fees and disbursements relating to the preliminary step or booking or scheduling or reserving a place in, enrolling in, or ordering or purchasing or accessing or using or attending or participating in a course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum shall be:

a.  a pre-requisite to you gaining access to or using or attending or participating in that course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum, as the case may require; and

b. subject to any other prices, fees and disbursements being payable by you or invoiced to you by 10tobuild in relation to the course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum, or any other course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum provided to you by 10tobuild as a consequence of your gaining access to or using or attending or participating in that course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum, as the case may require.

15.7 When payment due for transactions not made on, by or through site — In any circumstance where payment is expressly permitted or required by 10tobuild not to occur or take place on, by or through the site, or as agreed in writing between you and 10tobuild, payment by you to 10tobuild of any prices, fees and disbursements, in any such circumstance or as agreed in writing, for a preliminary step or booking or scheduling or reserving a place in, enrolling in, or ordering or purchasing or accessing or using or attending or participating in a course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum shall be made in full and by the due date(s) specified in any invoice(s) or statement(s) or schedule(s) or similar provided to you by 10tobuild, subject to any other fees, prices or disbursements being invoiced to you by 10tobuild in relation to the course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum, or any other course or package or programme or module or coaching or webinar or workshop or materials or goods or services or community or forum provided by 10tobuild as a consequence thereof and as the case may require.

15.8 Reservations may require payment — 10tobuild, in its absolute discretion, reserves the right to require payment to complete a preliminary step, book, schedule, reserve a place in or enrol in a course or package or programme or module or coaching or webinar or workshop or community or forum.

15.9 Restrictions on payment in advance, where permitted, for coaching and workshops — Where 10tobuild has expressly permitted or authorized advanced payment, coaching or a workshop must, unless otherwise agreed in writing between you and 10tobuild (which may be by email), commence within 24 weeks of the advance payment for the relevant coaching or workshop (noting that in leap years, 29 February shall be calculated from 28 February).  In the event of your actual or anticipatory breach of this provision, 10tobuild may, in its absolute discretion, forfeit and not refund to you up to 10% of the amount so paid by you to 10tobuild in advance of the coaching or workshop.

15.10 Recovery of overdue amounts — If payment of any prices, fees and disbursements owing by you to 10tobuild has not been made by you and received by 10tobuild within 14 days of the due date, 10tobuild reserves the right to commence legal proceedings against you to recover from you any overdue amounts.

15.10.1 Where 10tobuild commences legal proceedings against you to recover from you any overdue amounts, you shall be responsible to 10tobuild for any associated legal or other fees and/or collection costs.  10tobuild reserves the right to notify any debit collection/credit reporting agency of your default.

15.11 Interest on late payment of moneys due — If you fail to pay to 10tobuild the amounts owing by you to 10tobuild, you shall, in addition to the amounts owing by you to 10tobuild, pay to 10tobuild interest at a rate of 2.5% per annum on all moneys outstanding, calculated on and from the dates on which the moneys were due from you to 10tobuild.  Such moneys together with the interest shall be a debt due from you to 10tobuild.

ERRORS OR OMISSIONS AND CHANGES TO TERMS AND CONDITIONS

16.  Errors or omissions — While 10tobuild will endeavour to ensure that the content or information or materials provided or presented or represented or communicated to you in any form, including on or through but not limited to the site and in any digital or online content (information), is free from errors and omissions, 10tobuild does not warrant the accuracy or adequacy or completeness or currency or reliability or security or timeliness of that information.  10tobuild shall not be responsible and shall not be liable for any error in or omission from that information whether or not 10tobuild is aware of the error or omission.  You are solely responsible for any actions you take in reliance on information accessed through the site or otherwise howsoever offered or provided or delivered or made available or accessible by 10tobuild.

16.1 10tobuild reserves the right at any time to correct all errors and omissions (whether clerical, computational or otherwise) in information howsoever and wheresoever provided or presented or represented or communicated by 10tobuild and without notice.

16.2 Changes to content — 10tobuild may change content or information or materials or digital or online content or courses or packages or programmes or modules or sessions or consultations or coaching or webinars or workshops or materials or goods or services described or provided on, by or through the site or otherwise howsoever described or provided at any time and without notice provided the change does not otherwise materially detract from the content or information or materials or digital or online content or course or package or programme or module or session or consultation or coaching or webinar or workshop or materials or goods or services you would otherwise have received or would otherwise have been granted access to as part of any agreement between you and 10tobuild and provided the change does not otherwise breach any of 10tobuild’s obligations to you under that agreement or under any of these terms and conditions.

16.3 Modifications — Subject to clause 16.2, 10tobuild reserves the right to revise the range or specification of its content or information or materials or digital or online content or courses or packages or programmes or modules or coaching or webinars or workshops or materials or goods or services at any time and without notice.

16.4 Changes to terms and conditions— Subject to clauses 16.2 and 16.4.1, 10tobuild reserves the right to change these terms and conditions and 10tobuild’s Privacy Policy, at any time and without notice.  The terms and conditions and 10tobuild’s Privacy Policy as changed shall apply from the date of the change.  By continuing to use the site after any such change, you are deemed to have agreed to the amended terms and conditions or the amended Privacy Policy.  By continuing to complete any preliminary step, book, schedule, reserve a place in, enrol in, order or purchase or access or attend or participate in any course or package or programme or module or coaching or webinar or workshop or order or purchase materials or goods or services provided by 10tobuild, you are deemed to have agreed to the amended terms and conditions. 

16.4.1 Where any change under clause 16.4 takes place during the course or existence of any agreement entered into between you and 10tobuild, such change shall be deemed not to apply to that agreement.

ETIQUETTE, CONDUCT AND BEHAVIOUR

17.  Etiquette, conduct and behaviour — Without limitation or qualification, you agree to abide by the terms and conditions herein relating to etiquette, conduct and behaviour expected of you during your accessing or using or attending or participating in digital or online content or a course or package or programme or module or coaching or webinar or workshop or forum or community or site provided to you by or on behalf of 10tobuild.

17.1 Without limitation or qualification, you agree to abide by any rules or policies stipulated or communicated to you by 10tobuild in relation to etiquette, conduct or behaviour expected of you during your accessing or using or attending or participating in digital or online content or a course or package or programme or module or coaching or webinar or workshop or forum or community or site provided to you by or on behalf of 10tobuild. 

17.2 10tobuild, in its absolute discretion, reserves the right to cancel your access to or use of or attendance or participation in or to remove you from or to prevent you from accessing or using or attending or participating in digital or online content or a course or package or programme or module or coaching or webinar or workshop or forum or community or site if you violate any such rules or policies or any of the terms and conditions herein relating to etiquette, conduct and behaviour.  Such violation may be deemed by 10tobuild, in its absolute discretion, as an actual or anticipatory breach by you of these terms and conditions, in which case the provisions in these terms and conditions relating to cancellation or termination shall apply.

17.3 Without limiting any of clauses 17–17.2 inclusive, you acknowledge and accept, without limitation or qualification, that when:

a.  accessing or using or attending or participating in digital or online content or a course or package or programme or module or coaching or webinar or workshop or forum or community or site provided to you by or on behalf of 10tobuild; or

b.  when creating a site user, forum or community profile, purchasing a membership, contacting or communicating with other site or forum or community members, posting anything on the site or in 10tobuild’s forums or communities, or visiting any site page,

you will not—

i.  create or use a false identity or misrepresent your identity or create a site user, forum or community profile for anyone other than yourself or use or access or attempt to use or access another site user’s account or profile; or

ii.  disclose any information that you do not have the consent to disclose, such as confidential information about another site user or forum or community member without their express permission; or

iii.  engage in any kind of behaviour that 10tobuild or the affected attendee, participant, user or member considers deceptive or disparaging or objectionable or offensive or scandalous or otherwise brings 10tobuild or that attendee, participant, user or member into contempt or disrepute (such behaviour including, but not being limited to, pornography or racism or sexism or abusiveness or harassment); or

iv.  use pictures or images or material or content or information that do not belong to you or that is considered by 10tobuild or the affected attendee, participant, user or member to be deceptive or disparaging or objectionable or offensive or scandalous or that otherwise brings 10tobuild or that attendee, participant, user or member into contempt or disrepute; or 

v.  violate the intellectual property rights of others, including copyrights, patents, trademarks, trade secrets or other proprietary rights; or

vi.  violate the intellectual property rights of and asserted by 10tobuild; or

vii.  impersonate anyone; or

viii.  infringe any third party’s rights; or

ix.  try to sell other users’ or members’ information to third parties.

17.4 Responsibility for user content — All information or content or materials accessible through or appearing on the site and not otherwise belonging to or being the property of or originating from 10tobuild or not otherwise asserted by 10tobuild to belong to or be the property of or to originate from 10tobuild, whether publicly posted or communicated or privately transmitted and including but not limited to uploads, posts, comments or emails (user content), is the sole responsibility of the person or entity from whom such user content originated.

17.4.1 10tobuild has no obligation to pre-screen user content. 

17.4.2 10tobuild, in its absolute discretion, reserves the right to pre-screen or refuse or remove any user content that it considers violates any of the terms and conditions herein.

17.4.3 10tobuild reserves the right to monitor, review and modify or moderate any user content.

17.5 Indemnification — Without limiting any other indemnification provision of these terms and conditions, you agree that you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by you (or by any other person or entity) as a direct, indirect, incidental or consequential result of or in connection with your violation or the violation by another site user of any of the terms and conditions herein relating to etiquette, conduct and behaviour or your use or misuse of user content (or the use or misuse of user content by another site user) or your use or misuse of the site or the content or information or material on or accessed through the site (or the use or misuse of the site or the content or information or material on or accessed through the site by another site user), whether or not as a result of any intentional or negligent act or omission by you or another site user or by any other person or entity howsoever arising or caused, including but not limited to a violation of the rights of another user of the site or a breach of these terms and conditions, by you or anyone using your account or profile or user details whether with or without your express authorization.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

17.6 Without limiting any other indemnification provision of these terms and conditions, you shall indemnify and keep 10tobuild indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by 10tobuild as a direct, indirect, incidental or consequential result of or in connection with your violation or the violation by another site user of any of the terms and conditions herein relating to etiquette, conduct and behaviour or your use or misuse of user content (or the use or misuse of user content by another site user) or your use or misuse of the site or the content or information or material on or accessed through the site (or the use or misuse of the site or the content or information or material on or accessed through the site by another site user), whether or not as a result of any intentional or negligent act or omission by you or another site user or by any other person or entity howsoever arising or caused, including but not limited to a violation of the rights of another user of the site or a breach of these terms and conditions, by you or anyone using your account or profile or user details whether with or without your express authorization.

COACHING AND WORKSHOP PROTOCOL

18.  Understanding — You understand that 10tobuild shall provide coaching or a workshop to you in accordance with the following protocol.  In the subclauses of clause 18 that follow, any reference to “coaching” shall also be deemed to be a reference to “workshop” and includes “session” and “consultation” unless expressly stated otherwise or the context requires otherwise.

18.1 10tobuild may recommend or suggest to you that you seek an alternative service provider more suitable to your needs.  It is your responsibility to decide whether or not to follow any recommendation or suggestion made to you by 10tobuild.  10tobuild does not accept any responsibility or liability for the outcome of any decision you choose to make including in relation to any recommendation or suggestion made to you by 10tobuild. 

18.2 As part of the coaching process, 10tobuild may request written feedback from you (which may be by email).  You are not obliged to provide any feedback but any constructive (as opposed to deceptive or disparaging or objectionable or offensive or scandalous) feedback that you do provide is welcome, encouraged and appreciated and may be used to improve the quality of the coaching or workshop provided by 10tobuild and for advertising or marketing purposes (including on or through the site).

18.3 Where requested by you, 10tobuild will endeavour to assist you to determine the most suitable coaching or workshop provided by 10tobuild for your specific requirements.  The type of coaching or workshop to be provided to you by 10tobuild will be agreed between you and 10tobuild.  When no specific number of sessions or consultations is agreed between you and 10tobuild, the sessions or consultations will be provided on a session-by-session or consultation-by-consultation basis by agreement between you and 10tobuild as and when required. 

18.4 Session platform — A session or consultation will take place between you and 10tobuild at mutually agreed places and times during the coaching period or workshop period and may be carried out in person (face-to-face) or over a telephone or through an audio and/or video conferencing platform or as otherwise agreed between you and 10tobuild. 

18.4.1 Your responsibility to place call or make connection — It is your responsibility, at the designated start time of the session or consultation, to place the call to or make the audio or video conference connection with or otherwise communicate with the coach assigned to you by 10tobuild, as the case may require and where the session or consultation is not otherwise conducted in-person (face-to-face), and to pay any prices, fees and disbursements associated with placing that call or making that connection or otherwise communicating with the coach.

18.5 Possible additional charges for face-to-face coaching — Subject to any provision to the contrary in any related agreement, where in-person (face-to-face) coaching, as distinct from online or audio or video or telephone conference coaching, takes place at a mutually agreed venue other than at the offices of 10tobuild, you may be liable for any costs incurred by 10tobuild to participate in that session or consultation and to be present at that venue, including but not limited to reasonable travel and accommodation expenses and other disbursements and incidentals. 

18.6 Lateness for session where clause 15.7 applies — Unless otherwise agreed in writing between you and 10tobuild or as the case may otherwise require, where clause 15.7 applies, prices, fees and disbursements for any coaching or workshop will commence at the relevant session’s or consultation’s start time as agreed in advance between you and 10tobuild, not when you arrive for a face-to-face session or consultation or place your telephone or online or audio or video conferencing call or otherwise communicate with 10tobuild.  This provision shall not derogate from your liability, if applicable, under clause 18.5 to pay to 10tobuild any costs incurred by 10tobuild to participate in that session or consultation, including but not limited to reasonable travel and accommodation expenses and other disbursements and incidentals, where coaching takes place at a mutually agreed venue other than at the offices of 10tobuild. 

18.7 Adherence to session time and restrictions on notification of change of session time — You must be on time for a session or consultation and all sessions or consultations, whether the sessions or consultations take place in person or by using a telephone or online or audio or video conferencing platform or otherwise howsoever.  Without limiting any cancellation or termination provision of these terms and conditions and subject to any provision to the contrary in any related agreement, a session or consultation time may be changed by you only if you give to 10tobuild no less than 24 hours’ notice of your wish or need to cancel or reschedule a session or consultation time, unless in the case of an unexpected and unavoidable occurrence (as determined by 10tobuild in its sole discretion).  If you regularly or consistently cancel or reschedule sessions or consultations during the coaching period, 10tobuild may, in its absolute discretion, terminate, on notice to you, any coaching agreed to be provided by 10tobuild to you and the provisions below relating to termination shall apply. 

18.8 Notice required to cancel or reschedule — Subject to clauses 5.3 and 18.7, you must give 10tobuild at least 24 hours’ notice of your wish or need to cancel or reschedule a session or consultation.  If less than 24 hours’ notice is given, 10tobuild may invoke clauses 5.3–5.5.

18.9 Notification by 10tobuild of required change to session time — If 10tobuild is required to cancel or reschedule a session or consultation for any reason, the session or consultation will be rescheduled, if required, at a time agreed between you and 10tobuild.  10tobuild will endeavour to give to you no less than 24 hours’ notice.  Without limiting any of the indemnification provisions of these terms and conditions, in the event that 10tobuild is not able to give to you no less than 24 hours’ notice, you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by you (or any other person or entity) caused either directly, indirectly, incidentally or consequentially in relation to 10tobuild not being able to give to you no less than 24 hours’ notice of its requirement to cancel or reschedule a session or consultation.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

18.10 Session times cannot overrun unless agreed by 10tobuild — Agreed session and consultation times cannot overrun unless, in its absolute discretion, 10tobuild agrees otherwise.  10tobuild reserves the right to coach you only for the time allocated for the session or consultation (namely, the session’s or consultation’s specific start and end times) as agreed in advance of or during the session or consultation  between you and 10tobuild. 

18.10.1 Extended session times may incur pro rata fee — 10tobuild reserves the right to charge and invoice you on a pro rata basis for any extension to the session’s or consultation’s otherwise allocated period of time where such extension is or has been agreed between you and 10tobuild, whether orally or in writing (which may be by email).

18.10.2 No refunds where session or consultation time shorter — Refer to clauses 5.6 and 5.6.1.

18.11 Time limits on rescheduling coaching or workshop — If you are unable to attend coaching or a workshop, you may, upon written notice to 10tobuild (which may be by email) or as permitted or required on, by or through the site and at 10tobuild’s absolute discretion, reschedule the coaching or workshop to commence within 12 weeks of the date the coaching or workshop would otherwise have taken place (noting that in leap years, 29 February shall be calculated from 28 February). 

18.12 Engagement of coach — 10tobuild shall arrange to provide coaching to you during the coaching period at mutually agreed times and places.  10tobuild shall endeavour to make one coach available to you for the entire period.  10tobuild may, in its absolute discretion, arrange for a substitute duly qualified coach to replace another otherwise assigned coach for all or any of the sessions or consultations if that otherwise assigned coach is unavailable for all or part of the coaching period, and such substitute coach shall thereafter be deemed to be the otherwise assigned coach for the purposes of these terms and conditions or any agreement entered into between you and 10tobuild.

18.13 Training of coaches — 10tobuild warrants that the Builder Profile 10™ (Builder Talent) coaches that it provides to you for specific Builder Profile 10™ (Builder Talent) coaching have completed coach training with Gallup Inc and are reasonably capable of performing the associated coaching activities.  10tobuild warrants that the strengths-based (CliftonStrengths®) coaches that it provides to you for specific strengths-based coaching have completed coach training with, and are accredited by, Strengths Network South Pacific and are reasonably capable of performing the associated coaching activities.  You acknowledge that 10tobuild and its representatives (including its coaches) are not authorized representatives of Gallup Inc. 

18.14 Preparation for sessions or consultations — You agree to use reasonable endeavours to perform all actions or tasks or exercises or assignments or activities forming part of the coaching or workshop and to carry out any act, matter or thing in preparation for future sessions or consultations as determined by you, whether or not in conjunction with 10tobuild.  10tobuild acknowledges that there may be occasions where, despite your reasonable endeavours, you are unable to perform all actions or tasks or exercises or assignments or activities forming part of the coaching or workshop or to carry out any act, matter or thing in preparation for future sessions or consultations as determined by you, whether or not in conjunction with 10tobuild.  10tobuild reserves the right to terminate any agreement entered into between you and 10tobuild after consultation with you if you and 10tobuild agree that the coaching of you, or the workshop provided to you, by 10tobuild is no longer appropriate for you and the provisions relating to termination (clause 19 and its subclauses) shall apply.  You acknowledge that you are responsible for your own progress during and after the coaching period or workshop period.

18.15 10tobuild may recommend or suggest to you certain and various actions or tasks or exercises or assignments or activities to complete between sessions or consultations.  There is no obligation to complete the actions or tasks or exercises or assignments or activities but by not doing so you acknowledge that it may slow or hamper any progress you may wish to make or the achievement of any of your goals or the attainment of the outcomes you desire.  10tobuild may request that you submit actions or tasks or exercises or assignments or activities or other relevant information to 10tobuild prior to the session or consultation in which they are to be discussed.  There is no obligation to do so but by not doing so you acknowledge that it may slow or hamper any progress you may wish to make or the achievement of any of your goals or the attainment of the outcomes you desire.

18.16 Where materials have been provided to you by 10tobuild, you shall use reasonable endeavours to ensure that you bring to or have available for or at any session or consultation the materials relevant to that session or consultation, which may or may not include actions or tasks or exercises or assignments or activities you have completed on an earlier occasion that may be relevant to any or all sessions or consultations.

18.17 Coaching and workshop methods — You acknowledge that any coaching or workshop provided to you by 10tobuild may be personally or emotionally challenging and that there may be occasions on which you will feel emotional challenges — including frustration, annoyance, disappointment or stress.  You must make all efforts and schedule all sessions or consultations at such times to ensure your peak mental and emotional state and condition necessary for the conduct of the session or consultation and shall (if necessary) take all steps to cancel or reschedule any session or consultation if you are not well enough to continue.

CONFIDENTIALITY AND PRIVACY

18.18 Confidentiality — As part of any coaching, course, package, programme, module, session, consultation, workshop, webinar, site or goods or services provided by 10tobuild, 10tobuild may need to obtain or become aware of your personal or business details or confidential material relating to you personally or your business. 10tobuild will endeavour to ensure that such information or material is not disclosed to any third party without your consent, except in circumstances as otherwise specified in 10tobuild’s Privacy Policy, where required by law or where one or more of the exceptions in clause 18.18.1 applies.  To the fullest extent permitted by law, 10tobuild shall not be liable for any direct, indirect, incidental, consequential, special, punitive or exemplary damages or any loss of business, interest, goodwill, reputation, revenue, profit, or loss or corruption of data arising out of 10tobuild’s need to obtain your personal or business details or confidential material relating to you personally or your business. 

18.18.1 Limitations and restrictions of confidentiality — Information or material howsoever divulged, imparted, made available or provided by you to 10tobuild or obtained from you by 10tobuild before, during, after or as part any coaching, course, package, programme, module, session, consultation, workshop, webinar or goods or services provided by 10tobuild will not be kept confidential by 10tobuild in circumstances disclosing illegal activity, if required by law, pursuant to valid court order or subpoena, or imminent or likely risk of danger to self or others.  10tobuild may need to act in accordance with the requirements of an appropriate authority or otherwise inform the appropriate authorities where 10tobuild reasonably believes one of the above circumstances applies.  To the fullest extent permitted by law, 10tobuild shall not be liable for any direct, indirect, incidental, consequential, special, punitive or exemplary damages or any loss of business, interest, goodwill, reputation, revenue, profit, or loss or corruption of data arising out of 10tobuild’s need, obligation, requirement or right to act in a manner pursuant to this clause that places a limitation or restriction on the extent to which confidentiality would otherwise apply to your personal or business details or confidential material relating to you personally or your business.

18.19 10tobuild will respect your privacy and will seek written permission (which may be by email) before disclosing that you are or have been a client.

18.20 All documentation and information relating to you will be held in accordance with the Privacy Act 1993 (New Zealand) where required, except as expressly permitted by you in writing (which may be by email) or as required by law.

18.21 Permission to include details on coaching log — You acknowledge and agree that 10tobuild and any coach made available to you by 10tobuild to coach you can include your name, phone number, postal address, email address, and type of coaching or workshop attended in its/their logs of coaching hours for coach credentialing, performance monitoring and related purposes.  This information will be treated confidentially and no other information about your coaching or workshop will be revealed.

TERMINATION POLICY

19.  Termination by 10tobuild of coaching or workshop or webinar — Subject to any provision to the contrary in any related agreement, 10tobuild may terminate any coaching or workshop or webinar or, as the case may require, your right to access, use, attend or participate in any coaching or workshop or webinar (whether or not included or provided as part of a course or package or programme or module or materials or goods or services provided by 10tobuild) at any point during or before the start or end of the coaching period or workshop period or webinar on notice to you if:

a.  you fail to perform or observe any agreement entered into between you and 10tobuild or any of these terms and conditions or if any detail relating to you is incorrect and you fail to remedy such breach within 7 days of notice being given to you by 10tobuild requiring you to remedy that failure, or such less time that 10tobuild, in its sole discretion, considers reasonable or necessary in the particular circumstances; or

b.  you fail to perform or observe any agreement entered into between you and 10tobuild or any of these terms and conditions which is incapable of remedy; or

c.  you violate any rules or policies or any of the terms and conditions herein relating to etiquette, conduct or behaviour; or

d.  an insolvency event occurs in relation to you (for instance, you become bankrupt or some arrangement or court order is made or proposed in relation to all or any of your assets); or

e.  exceptional circumstances arise, such as your illness or unavailability due to bereavement or other unforeseen circumstances; or

f.  you behave inappropriately, as determined by 10tobuild in its sole discretion; or

g.  there is an actual or potential conflict of interest; or

h.  for any other reason considered appropriate by 10tobuild in its sole discretion, including but not limited to you regularly or consistently cancelling or rescheduling sessions or consultations.

19.1 Termination by you of coaching or workshop or webinar — Subject to any provision to the contrary in any related agreement, you may terminate any coaching or workshop or webinar or, as the case may require, your right to access, use, attend or participate in any coaching or workshop or webinar provided to you by 10tobuild (whether or not included or provided as part of a course or package or programme or module or materials or goods or services provided by 10tobuild) at any point during or before the start or end of the coaching period or workshop period or webinar on notice to 10tobuild if:

a.  10tobuild fails to perform or observe any agreement entered into between you and 10tobuild or any of these terms and conditions and 10tobuild fails to remedy such breach within 7 days of notice being given by you to 10tobuild requiring 10tobuild to remedy that failure; or

b.  10tobuild fails to perform or observe any agreement entered into between you and 10tobuild or any of these terms and conditions which is incapable of remedy; or

c.  exceptional circumstances arise, such as your illness or unavailability due to bereavement or other unforeseen circumstances; or

d.  10tobuild behaves inappropriately, as determined by you in your sole discretion; or

e.  there is an actual or potential conflict of interest.

19.2 Termination by 10tobuild of course, package, programme, module, etc — Subject to any provision to the contrary in any related agreement, 10tobuild may terminate your right to access or use or attend or participate in or remove you from or prevent you from accessing or using or attending or participating in a course or package or programme or module or materials or goods or services or community or forum at any point during or before the start or end of that course or package or programme or module or your access or use or attendance or participation in that course or package or programme or module or materials or goods or services or before or during your access or use or attendance or participation in that community or forum on notice to you if:

a.  you fail to perform or observe any agreement entered into between you and 10tobuild or any of these terms and conditions or if any detail relating to you is incorrect and you fail to remedy such breach within 7 days of notice being given to you by 10tobuild requiring you to remedy that failure, or such less time that 10tobuild, in its sole discretion, considers reasonable or necessary in the particular circumstances; or

b.  you fail to perform or observe any agreement entered into between you and 10tobuild or any of these terms and conditions which is incapable of remedy; or

c.  you violate any rules or policies or any of the terms and conditions herein relating to etiquette, conduct or behaviour; or

d.  an insolvency event occurs in relation to you (for instance, you become bankrupt or some arrangement or court order is made or proposed in relation to all or any of your assets); or

e.  exceptional circumstances arise, such as your illness or unavailability due to bereavement or other unforeseen circumstances; or

f.  you behave inappropriately, as determined by 10tobuild in its sole discretion; or

g.  there is an actual or potential conflict of interest; or

h.  for any other reason considered appropriate by 10tobuild in its sole discretion.

19.3 The period required to give notice may be specified in any agreement entered into between you and 10tobuild.

19.4 Either 10tobuild or you may, by agreement with the other and in writing (which may be by email), terminate any agreement entered into between you and 10tobuild.

19.5 Procedure on termination of coaching or workshop or webinar — Subject to any provision to the contrary in any related agreement, if coaching or a workshop or webinar is terminated by 10tobuild or you before the end of the coaching period or workshop period or webinar:

a.  you must immediately pay to 10tobuild the balance of any outstanding amounts (prices, fees and disbursements) in relation to that coaching or workshop or webinar for the period before the coaching or workshop or webinar was terminated, including but not limited to any sums incurred by 10tobuild to purchase or obtain for or provide to you a Gallup® access code or a Gallup® report that otherwise formed or would have formed part of that coaching or workshop or webinar; and

b.  any amounts (prices, fees and disbursements) paid by you to 10tobuild for coaching or a workshop or webinar which has already taken place at the time of termination shall not be refunded to you by 10tobuild; and

c.  10tobuild shall refund to you any and all payments made by you to 10tobuild against future coaching or workshops or webinars not already commenced or undertaken or completed at the time of termination provided such future coaching or workshops or webinars are agreed in writing between you and 10tobuild to be so terminated or are otherwise deemed to be or deemed to have been terminated; and

d.  10tobuild shall immediately cease to be liable to you in respect of that coaching or workshop or webinar.

19.6 Procedure on termination of course, package, programme, module, etc — Subject to any provision to the contrary in any related agreement, if 10tobuild terminates your right to access or use or attend or participate in or removes you from or prevents you from accessing or using or attending or participating in a course or package or programme or module or materials or goods or services or a community or forum provided or used by 10tobuild:

a.  you must immediately pay to 10tobuild the balance of any outstanding amounts (prices, fees and disbursements) in relation to that course or package or programme or module or materials or goods or services or community or forum for the period before the termination, including but not limited to any sums incurred by 10tobuild to purchase or obtain for or provide to you a Gallup® access code or a Gallup® report that otherwise formed or would have formed part of that course or package or programme or module or materials or goods or services or community or forum; and

b.  any amounts (prices, fees and disbursements) paid by you to 10tobuild for that course or package or programme or module or materials or goods or services or in relation to that community or forum shall not be refunded to you by 10tobuild; and

c.  10tobuild shall immediately cease to be liable to you in respect of that course or package or programme or module or materials or goods or services or community or forum.

19.7 Where strict performance not required — 10tobuild may, in its absolute discretion, choose not to insist from you strict performance of any of the provisions of these terms and conditions or any agreement entered into between you and 10tobuild.  A failure of or decision by 10tobuild not to insist upon strict performance shall not be deemed to be a waiver of any or all of 10tobuild’s rights, remedies, benefits, or interests.

19.8 Force majeure — If the performance by 10tobuild of its obligations under these terms and conditions or under any agreement entered into between you and 10tobuild is prevented by reason of force majeure beyond the reasonable control of 10tobuild, 10tobuild shall be excused from such performance to the extent of such prevention.  10tobuild shall not be liable to you for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands directly, indirectly, coincidentally or consequentially arising out of or in connection with any delay or failure by 10tobuild to perform any of these terms and conditions or any agreement entered into between you and 10tobuild where such delay or failure is outside 10tobuild’s reasonable control.

19.9 Indemnification — Without limiting any other indemnification provision of these terms and conditions, you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands caused or suffered or incurred or experienced or brought by you (or any other person or entity) as a direct, indirect, incidental or consequential result of or in connection with 10tobuild’s inability to perform or delay in performing any of its obligations under these terms and conditions or under any agreement entered into between you and 10tobuild by reason of force majeure beyond the reasonable control of 10tobuild.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

THE SITE

20.   Security of information — You acknowledge and accept, without limitation or qualification, that your use of the site and the storage by 10tobuild of any information relating to you, whether in electronic, paper or any other format, is at your own risk. 

20.1 No liability — To the fullest extent permitted by law, 10tobuild shall not be liable for any direct, indirect, incidental, consequential, special, punitive or exemplary damages or any loss of business, interest, goodwill, revenue, profit, or loss or corruption of data:

a.  arising out of your access to or use of or interaction with or inability to use or access or interact with the site or the content or material or information on or accessed through the site, including but not limited to digital or online content; or

b.  caused by any third party gaining unauthorized access to the site; or

c.  arising from the storage by 10tobuild of any information relating to you, whether in electronic, paper or any other format and whether or not any third party gains unauthorized access to that information so stored.

20.2 Problems with site — Without limiting clause 20.1, 10tobuild shall not be responsible or liable for any errors or problems or interruptions relating to your accessing, using, browsing, downloading from or uploading to or otherwise interacting with the site howsoever or the accuracy, completeness, currency, reliability, security or timeliness of any information or material or content in or on the site or communications of any nature made on, by, through or in relation to the site. 

20.3 Computer viruses — 10tobuild shall not be responsible or liable for any damage to your computer or other electrical equipment or property (whether or not caused by any computer viruses, Trojan horses, worms, software bombs, conduct attacks or similar, whether existing now or hereafter developed, that may infect your computer or other electrical equipment or property) by virtue of you accessing, using, browsing, downloading from or uploading to or otherwise interacting with the site howsoever or receiving from or providing to 10tobuild communications or information or digital or online content or materials electronically (including by email) or transferring communications or information or digital or online content or materials provided by or obtained from 10tobuild from one device to another device, irrespective of the nature of those devices and whether or not 10tobuild had expressly authorized you to so transfer such communications or information or digital or online content or materials.

20.4 Links to other websites — While 10tobuild may provide links on the site or in its information or materials or digital or online content to other websites or platforms, you acknowledge and accept, without limitation or qualification, that your linking to any other website or platform is at your own risk.  10tobuild is not responsible for any other website or platform or the content of any other website or platform to which you link.  Those other websites or platforms are not controlled by 10tobuild.  Such links are provided for your convenience only and do not imply that 10tobuild checks, endorses, approves or agrees with the third-party websites or platforms to which 10tobuild provides links.

20.4.1 Links to site — If you wish to link to any part of the site from another website, online platform or any other electronic or digital method, including but not limited to an email or social networking account or platform or similar and whether existing now or hereafter developed, you must first obtain 10tobuild’s written consent (which may be by email).  10tobuild, in its absolute discretion, reserves the right to decline such consent.

20.5 Site registration or account or profile creation — You confirm that, in registering with the site or creating an account or profile using the site or when accessing or using an account or profile that you have created using the site:

a.  you are using you real name; and

b.  you are providing true, accurate, current and complete information; and

c.  you will maintain and promptly update your information to keep it true, accurate, current and complete; and

d.  you will abide by the terms and conditions herein relating to etiquette, conduct and behaviour expected of you during your accessing or using the site, including a forum or community provided to you by or on behalf of 10tobuild; and

e.  you will abide by any rules or policies stipulated or communicated to you by 10tobuild in relation to etiquette, conduct or behaviour expected of you during your accessing or using the site, including a forum or community provided to you by or on behalf of 10tobuild.

20.5.1 You confirm that, in registering with the site or creating an account or profile using the site or when accessing or using an account or profile that you have created using the site:

a.  you will not create or use a false identity or misrepresent your identity; and

b.  you will not create a site user, forum or community profile for anyone other than yourself or use or access or attempt to use or access another site user’s account or profile; and

c.  you have not been restricted or prevented by 10tobuild from registering with the site or creating an account or profile using the site or accessing or using an account or profile that you have created using the site.

20.6 Password creation and use — You confirm that, in registering with the site or creating an account or profile using the site or when accessing or using an account or profile that you have created using the site:

a.  you will choose a strong and secure password; and

b.  you will keep your password secure and confidential.

20.6.1 You shall not disclose and you shall be responsible for not disclosing to any other person or entity any password or account or profile or user details that 10tobuild may provide or may have provided to you or that you have created to access, use, browse, download from or upload to or otherwise interact with the site howsoever.  You shall be solely responsible for all activities, authorized or unauthorized, lawful or unlawful, which take place using your password or account or profile or user details.  10tobuild, without limitation or qualification, shall be entitled to proceed on the basis that any activities undertaken using your password or account or profile or user details have been undertaken by you and with your authorization.  10tobuild shall not be responsible and shall not be liable for any alterations made to your password or account or profile or user details by another person or entity or for any loss, damage, expense or delay caused by any alterations made to your password or account or profile or user details by another person or entity.

20.6.2 You agree to notify 10tobuild immediately of any unauthorized use or your password or account or profile or user details or any other breach of security of which you are aware.

20.7 Software not permitted — You shall not upload to the site, or interfere with, modify, corrupt or disrupt the site or any of its content or information or materials or digital or online content with, any software of any nature whatsoever (whether or not malicious software or a virus or similar and whether existing now or hereafter developed), regardless of whether or not that software could disrupt the working of the site or system tools or servers or networks or similar, and you shall not otherwise attempt to access the site or system tools or servers or networks or similar through automated robots or conduct attacks such as spam or Denial of Service or similar whether existing now or hereafter developed and whether or not intentionally or unintentionally or negligently or otherwise howsoever and whether or not for a malicious or fraudulent or illegal or any other purpose whatsoever, including through but not limited to the use or deployment of any one or more of the following methods or processes or techniques or actions or activities:

a.  overriding, decompiling, disassembling, deciphering or otherwise attempting to defeat or disrupt or interfere with any security features or bypassing or circumventing any access controls or use limits of the site or digital or online content or system tools or servers or networks; or

b.  developing, supporting or using software, devices, scripts, robots or any other means or processes (including crawlers, browser plugins and add-ons or any other technology) to scrape the site or system tools or servers or networks or otherwise copy accounts or profiles or other data from the site or system tools or servers or networks; or

c.  copying, using, disclosing or distributing any content or information or materials or digital or online content obtained from the site or system tools or servers or networks, whether directly or through third parties; or

d.  deep-linking to the site; or

e.  using bots or other automated methods to access the site or system tools or servers or networks to add or delete or download contacts or send or redirect messages; or

f.  monitoring the availability, performance or functionality of the site for any competitive purpose; or

g.  engaging in “framing”, “mirroring” or otherwise simulating the appearance or function of the site or its content or information or materials or digital or online content; or

h.  attempting to hack or derive the source code or architecture of any of the site’s encrypted content or information or materials or digital or online content; or

i.  accessing or attempting to access the site or its content or information or materials or digital or online content by any means other than through the interface provided by 10tobuild.

20.8 Termination of access to site — If you have an account or profile or membership with, through or linked to the site, including a login, or have otherwise gained access to or used the site in any way whatsoever, 10tobuild may terminate your account or membership or profile or access to the site at any time and without notice in the event of your actual breach or an anticipatory breach by you of any of the terms and conditions herein.  In the event of termination, you are no longer authorized by 10tobuild to access the site or the account or membership or profile and any and all restrictions imposed on you under these terms and conditions and any disclaimers and limitations of liability will survive such termination subject to clause 21.1.

20.8.1 Without limiting clause 20.8, if you provide any information to 10tobuild that is untrue or inaccurate or not current or incomplete, or 10tobuild has reasonable grounds to suspect is untrue or inaccurate or not current or incomplete, 10tobuild may terminate your account or membership or profile or access to the site at any time and without notice.  In the event of termination, you are no longer authorized by 10tobuild to access the site or the account or membership or profile and any and all restrictions imposed on you under these terms and conditions and any disclaimers and limitations of liability will survive such termination subject to clause 21.1.

20.9 Indemnification — Without limiting any other indemnification provision of these terms and conditions, you agree that you will not hold 10tobuild responsible or liable for any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by you (or by any other person or entity) as a direct, indirect, incidental or consequential result of or in connection with your use or misuse of the site or the content or information or material on or accessed through the site, whether or not as a result of any intentional or negligent act or omission by you (or by any other person or entity) howsoever arising or caused, including a violation of the rights of another user of the site or a breach of these terms and conditions, by you or anyone using your user details whether with or without your express authorization.  You shall indemnify and keep 10tobuild indemnified in the event of any such actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands.

20.10 Without limiting any other indemnification provision of these terms and conditions, you shall indemnify and keep 10tobuild indemnified in the event of any actions, proceedings, losses, liabilities, claims, damages, expenses, costs, delays or demands suffered or incurred or experienced or brought by 10tobuild as a direct, indirect, incidental or consequential result of or in connection with your use or misuse of the site or the content or information or material on or accessed through the site, whether or not as a result of any intentional or negligent act or omission by you (or by any other person or entity) howsoever arising or caused, including a violation of the rights of another user of the site or a breach of these terms and conditions, by you or anyone using your user details whether with or without your express authorization.

GOVERNING LAW AND DISPUTE RESOLUTION

21.  Governing law — These terms and conditions and any agreement entered into between you and 10tobuild shall be governed by the laws of New Zealand.  You and 10tobuild submit, irrevocably and unconditionally, to the non-exclusive jurisdiction of the courts of New Zealand to hear and determine any dispute arising in relation to these terms and conditions or any agreement entered into between you and 10tobuild. 

21.1 Severability — If any provision of these terms and conditions or any provision of any agreement entered into between you and 10tobuild is held to be invalid or unenforceable for any reason, the remaining provisions shall, to the maximum extent possible, remain in force and to full effect.

21.2 Dispute resolution — Any dispute arising out of or relating to these terms and conditions or any agreement entered into between you and 10tobuild may be referred to mediation.  Mediation may be initiated by either you or 10tobuild writing (which may be by email) to the other party and clearly identifying the dispute which is being suggested for mediation.  The other party will either agree or not agree to proceed with mediation or agree or not agree to attend a preliminary meeting with the mediator to discuss whether mediation would be helpful in the circumstances.  If you and 10tobuild agree to mediation, and unless agreed otherwise in writing between you and 10tobuild, you and 10tobuild will agree on a suitable person to act as mediator or will ask the Arbitrators’ and Mediators’ Institute of New Zealand Incorporated to appoint a suitable mediator.  The mediation will be in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Incorporated.

21.3 The mediation shall be terminated by:

b.  notice to you and 10tobuild by the mediator, after consultation with you and 10tobuild, to the effect that further efforts at mediation are no longer justified; or

c.  notice by you or 10tobuild to the mediator and one another to the effect that further efforts at mediation are no longer justified; or

d.  the expiry of 60 days from the mediator's appointment, unless you and 10tobuild and the mediator expressly consent to an extension of this period.

21.4 If you and 10tobuild do not agree to mediation, or if mediation proceeds but is terminated as provided in paragraphs b, c or d of clause 21.3, any dispute or difference arising out of or in connection with these terms and conditions or any agreement entered into between you and 10tobuild, including any question regarding its existence, validity or termination, shall be referred for determination to a court or tribunal of competent jurisdiction.