TERMS AND CONDITIONS OF MEMBERSHIP

The INfuzed culture is based on a giving of your ‘business self’ and working together to see
everyone succeed. We anticipate a high standard of loyalty, honesty and integrity in our
members’ professional conduct and have outlined our expectations below.

Member expectations

• Attend meetings regularly with no less than 75% attendance rate. Communication is key
  for ensuring your spot at each meeting is pre-booked. If you have an important meeting or
  event that you need to attend on the day of your scheduled group you can attend another
  group in place of your usual group provided there is no industry clash with your
  product/service. Apologies can be made via text, email, phone or Facebook.
• Engage in developing strong strategic alliances within the group.
• Act professionally and respectfully in meetings and towards other members.
• Avoid negative comments, e.g. “you are wrong” or “you don’t get it”.
• Use a polite and courteous manner towards the Meeting Facilitator, members and/or
  guests during scheduled meetings and events.
• Be conscious of allowing members to finish what they are saying before you share your
  input.
• Share openly and honestly through positive and constructive input in the group.
• Mobile phones are to be only used if it is relevant to the meeting discussion.
• Arrive to meetings on time (or advise Meeting Facilitator of your delay or if you have to
  leave early).
• Be attentive & present to meeting’s agenda and point of discussion – we value your
  participation.
• Actively promote (where possible) other members’ businesses via social media e.g.
  Facebook, your website and referrals.
• Support INfuzed and its members by attending scheduled events and promotions wherever
  possible.
• Participate in the “Fortnight Spotlight” at least once every 6 months.
• Openly share your knowledge and expertise to assist your group members in business.
• Look for opportunities to help other members and respect others by negotiating/trading
  products/services fairly.
• Avoid aggressively soliciting members and/or guests during meetings.
  Agree to NOT intentionally or unintentionally disclose business knowledge, information or
  market secrets about our members or INfuzed Business Group to oppositional businesses.

We believe a strong long-term business relationship is built on trust that is earned over time,
not assumed. The INfuzed concept is about infusing with one-another in business with the
goal to achieve higher success rather than “standing alone” in our businesses.

Standard Membership includes the following:

• Attendance at their designated MA9 or MA11 group meeting per month (maximum of 10 meetings per
  annum).
• Unlimited attendance and booking priority at MA5 events.
• Meeting discussions with topics that are designed to educate, empower & equip you to work towards growth in your business/work.
• Networking opportunities to connect you with local businesses/business owners.
• Empowering meeting discussions that open new and fresh ideas for your business and give
  you voice for your business.
• Up to15% discount on INfuzed arranged events & training.

Full Membership includes the following:

• Regular attendance at fortnightly MA9 or MA11 group meetings.
• Booking priority for fortnightly MA9 or MA11 group meetings.
• Unlimited attendance and booking priority at MA5 events.
• Meeting discussions with topics that are designed to educate, empower & equip you in
  your role at your business/work.
• Guest attendance at other MA9 and MA11 groups (with the exception of business/industry
  clashes).
• Group meeting Fortnight SPOTLIGHT of up to 10 minutes (at least once every 6 months)
  where you can either showcase the business you represent or ask the group for help with
  any challenges or an idea you are working on.  Members must take responsibility for booking/attending their Fortnight SPOTLIGHT. This is either scheduled by a member electing to do a specific date/time slot or a member may be put on the “spot”  on the day do their ten minute segment iif no other member has pre-booked.
• Networking opportunities to encourage & support growth in your business.
• Empowering meeting discussions that open new and fresh ideas for your business.
• Up to 25% discount on INfuzed arranged events & training.
• 1 on 1 informal business support sessions; maximum of one per month and duration no more than one hour. Open business sessions will be available to region once per week via Support Office and is subject to availability of Meeting Facilitator. Scheduling of business sessions is the responsibiity of the member. Skype, phone call and/or text options are available.
• Exposure for your business either by website or social media activities.

Corporate/Couples Membership

This membership includes all the benefits for either the standard or full memberships, as
above, (depending on which applies) for up to three representatives of an organization.

TERMS OF TRADE IN FULL:

1. Definitions
1.1 “INfuzed” means INfuzed Business Group Ltd, its successors and assigns or any person acting on behalf of and with the authority of INfuzed Business Group Ltd.
1.2 “Member” means the company, organisation or individual/s utilising the Membership. If the Member is comprised of more than one individual, then ‘Member’ is a reference to each individual jointly and severally.
1.3 “Membership” means the Member’s access to INfuzed’s group meetings and arranged events, in order to share and source opportunities and connect to other relevant parties.
1.4 “Membership Fee” means the price payable for the Membership as agreed between INfuzed and the Member in accordance with clause 4 of these terms and conditions.
1.5 “Confidential Information” means any information which has been designated as confidential by the disclosing party in writing, or that ought to be considered as confidential (however it is conveyed, or on whatever media it is stored) including information which relates to the business knowledge, information, trade/market secrets, personal affairs, properties, assets, trading practices, services, developments, intellectual property rights, know-how, personnel, customers and suppliers, and all personal information of the disclosing parties (and INfuzed) within the meaning of the Privacy Act 1993.

2. Acceptance
2.1 Where the Member is acting on behalf of any third party, and that third party is intended to be responsible for the payment of the Membership Fee, then the Member:
(a) warrants and declares that they are a duly authorised representative of such third party, and have the full authority to contract with INfuzed for the Membership on the third party’s behalf, and such authority shall continue until this agreement is terminated (as per clause 13) or the intended third party otherwise notifies INfuzed in writing that the said Member is no longer their duly authorised representative; and
(b) acknowledges that they shall be liable for the payment of the Membership Fee as if they had contracted with INfuzed for the Membership on their own behalf in the event that the third party does not pay the Membership Fee when due.
2.2 The Member is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions where the Member registers for Membership by the submission of a completed Member Application Form to INfuzed.
2.3 These terms and conditions may only be amended with INfuzed’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Member and INfuzed.
2.4 INfuzed reserves the right to decline, cancel or review the Member’s Membership at any time if INfuzed feels the Member has breached these terms and conditions, including any of the following:
(a) the Member has been, or is currently involved in matters/activities, or exerted actions, that are to be considered against INfuzed’s code of conduct and core values or that could be deemed damaging to businesses, individuals or INfuzed; and
(b) information provided by the Member in their application is proven to be false, or seen to be misleading or damaging to INfuzed; and
(c) the Member fails to pay the Membership Fee, when due; and
(d) the Member has supplied information, either directly or indirectly, that has caused damage to businesses, individuals or INfuzed.

3. Change in Control
3.1 The Member shall give INfuzed not less than fourteen (14) days prior written notice of any proposed change of ownership of the Member and/or any other change in the Member’s details (including but not limited to, changes in the Member’s name, address, contact phone or fax number/s, or business practice). The Member shall be liable for any loss incurred by INfuzed as a result of the Member’s failure to comply with this clause.

4. Membership Fee and Payment
4.1 By registering for Membership with INfuzed, the Member is required to pay:
(a) a one-off registration fee on application; and
(b) a periodic Membership Fee for the on-going use of the Membership; and
(c) the amount of which is stipulated in the Member Application Form.
4.2 The registration fee and Membership Fee are non-refundable on receipt of the Member’s application and subsequent acceptance by INfuzed.
4.3 INfuzed may adjust the Membership Fee from time to time, which shall be notified to the Member, and shall take effect, upon the Member’s renewal of the Membership.
4.4 Time for payment for the Membership being of the essence, the Membership Fee will be payable, in advance, by the Member on the date/s determined by INfuzed, which may be:
(a) by lump sum payment where the Membership is for a six (6) month duration; or
(b) by way of monthly payments; and
(c) by the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, by the date which is fourteen (14) days following the date of any invoice given to the Member by INfuzed.
4.5 Payment may be made by electronic/on-line banking, direct debit, or by any other method as agreed to between the Member and INfuzed.
4.6 Unless otherwise stated the Membership Fee includes GST.
4.7 Receipt by INfuzed of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

5. Membership Period
5.1 The Membership Period shall commence upon INfuzed’s notification to the Member that their application for Membership has been accepted, which shall be conditional upon:
(a) the Member accepting these terms and conditions; and
(b) the Member’s fulfilment of the payment and registration requirements, as outlined herein.
5.2 The Membership Period shall continue for the term specified in the Member Application Form. Upon expiration of this term, the Membership shall continue on a monthly basis, unless terminated (in accordance with clause 13) by way of the Member providing INfuzed with written notification. Following receipt of notice from the Member, the Membership shall terminate at the end of the then current month.
5.3 Irrespective of whether the Member utilises their Membership during the Membership Period, or not, INfuzed shall not issue a refund on the Membership Fee, unless the Member is granted such right under any applicable New Zealand legislation.

6. Code of Conduct
6.1 The Member is required to:
(a) engage in developing strong strategic alliances within the group; and
(b) act professionally and respectfully in group meetings and towards other members; and
(c) avoid negative comments (i.e. “you are wrong” or “you don’t get it”, etc.); and
(d) use a polite and courteous manner towards group meeting co-ordinators, other members, visitors and/or guests during scheduled group meetings and events; and
(e) be conscious of allowing other members to finish what they are saying before the Member shares their input; and
(f) share openly and honestly, through positive and constructive input in the group; and
(g) turn off their mobile phone/s for the formal portion of the group meeting, unless prior arrangements have been made with the group meeting co-ordinator; and
(h) be present to the group meeting’s agenda and point of discussion; the Member’s participation is valued; and
(i) actively promote, where possible, other member’s businesses via social media (i.e. Facebook, the Member’s website and referrals, etc.); and
(j) support INfuzed and other members by attending scheduled events and promotions, wherever possible; and
(k) participate in the “Fortnight Spotlight” at least once every six (6) months; and
(l) openly share their knowledge and expertise to assist other group members in business; and
(m) spend time in the “getting to know another” and/or “doing business” segment of the group meeting on a regular basis; and
(n) look for opportunities to help other members and respect them by negotiating and/or trading products and/or services fairly; and
(o) agree NOT to intentionally or unintentionally disclose the Confidential Information of any other member, visitor, guest or INfuzed, to oppositional businesses, without the said party’s prior approval.
6.2 The Member is encouraged to make contact, and do business, with other members and referred parties, however, direct solicitation, email and phone campaigns to members (or to their place of business) is strictly prohibited, unless otherwise approved by each individual member.
6.3 The Member agrees that:
(a) the Member is responsible for anything actually disclosed by themselves during group meetings and arranged events, or for anything disclosed with the consent of the Member; and
(b) anything disclosed by the Member during the use of the Membership:
(i) which is represented as fact, is to the knowledge of a reasonable person, accurate, realistic, and not intentionally or negligently misleading; and/or
(ii) is not offensive, racially discriminatory, harassing, libellous, supportive or suggestive of any act injurious to persons or property.
6.4 The Member agrees and warrants that they shall not use the Membership:
(a) in any manner that:
(i) breaches these terms and conditions;
(ii) exploits minors, solicits information from minors, or encourages, promotes or incites inappropriate behaviour in minors or the use of drugs by minors;
(iii) constitutes, incites, solicits, or attempts to be, or conspires to be, criminal conduct in the Commonwealth of New Zealand, or in any other jurisdiction;
(iv) infringes any legal, equitable or moral right of any third party in any jurisdiction;
(v) breaches any intellectual property right of any third party without the express consent of said third party;
(vi) impersonates any entity and/or person whomsoever;
(vii) harasses any other member, guest and/or visitor with unwelcome behaviour, or solicits money therefrom;
(viii) suggests or implies that INfuzed approves of anything disclosed by the Member.

7. Attendance
7.1 The Member is required to attend fortnightly group meetings, as a precedence, with no less than a seventy-five percent (75%) attendance rate. For the group to work, it is important that the Member attends the group meetings as often as possible. INfuzed understands that the Member has a business to run and a life to lead, but attendance is crucial to the success of the group. It is important for INfuzed to know how many attendees (including members, visitors or guests) are attending so that each venue can be informed prior to arrival on the day. If the Member cannot attend (i.e. they have an important meeting, or an event that requires their attendance, on the day of the scheduled group meeting):
(a) it is requested that the Member endeavours to send somebody to stand in for them, if possible; or
(b) the Member is required to contact the group co-ordinator to inform them of such. The group co-ordinator will assume that the Member will attend every meeting unless informed otherwise; and
(c) the Member can attend another group meeting in place of their usual group, provided there is no industry clash with the Member’s business activities.
7.2 In the event of a long-term absenteeism, INfuzed may (at its sole discretion) either request the Member resigns from the group so that a new member can occupy their exclusive position, or terminate the Member’s Membership, in which case no refund of the Membership Fee will be applicable.

8. Punctuality
8.1 The Member is expected to arrive to group meetings on time, or advise the group co-ordinator if any delay. It is important that the Member arrives five (5) to fifteen (15) minutes prior to the group meeting commencing. The start time of each group can vary and late-comers tend to disrupt the flow of the group meeting.

9. Visitors and Guests
9.1 Visitors and guests are allowed to attend group meetings on two (2) occasions only; this is also applicable where a member is attending another group meeting in place of their usual group. They are allowed to take part in the group meeting (i.e. discussions, etc.) freely, and to give referrals to any member of the group. If a visitor or guest attending a group meeting is found to conflict with an existing member, both parties should be notified before commencement of the structured part of the group meeting. The visitor or guest will be allowed to take part in the group meeting, however, if there is a serious conflict of business activity, the visitor or guest will be asked to be respectful throughout the group meeting to the incumbent members and the relationship they have established with their fellow members. An alternative group will then be sourced (where available) for the visitor or guest to attend.

10. Confidentiality
10.1 The Member:
(a) shall treat all Confidential Information belonging to other members, visitors or guests as confidential and safeguard it accordingly; and
(b) shall not disclose any Confidential Information belonging to other members, visitors or guests to any other person without the prior written consent of the said party.
10.2 The provisions of clause 10.1 shall not apply to any Confidential Information received by the Member from other members, visitors or guests:
(a) which is, or becomes, public knowledge (otherwise than by breach of clause 10.1); or
(b) which was in the possession of the receiving party, without restriction as to its disclosure, before receiving it from the disclosing party; or
(c) which is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
(d) is independently developed without access to the Confidential Information; or
(e) which must be disclosed pursuant to a statutory, legal or Parliamentary obligation placed upon the party making the disclosure.
10.3 The Member shall immediately notify INfuzed of any breach of security in relation to Confidential Information. INfuzed will use its best endeavours to recover such Confidential Information, however it may be recorded. INfuzed will co-operate with the Member in any investigation that INfuzed considers necessary to undertake as a result of any breach of security in relation to Confidential Information.

11. Complaints Process
11.1 Any complaint made regarding the Member (or another member) shall be investigated by INfuzed, who will endeavour, to the best of its abilities, to clarify the validity of any sources should information be presented which discredits the Member, and INfuzed may:
(a) contact the Member (or another member), who is the subject of the complaint. INfuzed will not disclose the identity of the complainer; and
(b) where the complaint is formally made in writing and is substantiated by evidence capable of sustaining the complaint, require an explanation by the Member (or another member) in question, which may be communicated to the complainer if it is deemed by INfuzed to be reasonably necessary to do so; and
(c) at their sole discretion, require the Member (or another member) to resign from any group, or suspend or cancel the Membership of the Member (or another member), where it is upheld that there has been a breach of these terms and conditions by the Member (or any other member).
11.2 Such complaints will be resolved in a professional and controlled manner, whereby INfuzed will not discredit the Member in the event their application is declined, they are required to resign from any group, or the Membership is cancelled.

12. Default and Consequences of Default
12.1 Interest on any overdue Membership Fee shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at INfuzed’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
12.2 If the Member owes INfuzed any money, the Member shall indemnify INfuzed from and against all costs and disbursements incurred by INfuzed in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, INfuzed’s collection agency costs, and bank dishonour fees).
12.3 Without prejudice to INfuzed’s other remedies at law, INfuzed shall be entitled to terminate the Member’s Membership, and all amounts owing to INfuzed shall, whether or not due for payment, become immediately payable if:
(a) any money payable to INfuzed becomes overdue, or in INfuzed’s opinion the Member will be unable to make a payment when it falls due;
(b) the Member becomes bankrupt, insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Member or any asset of the Member.

13. Termination
13.1 The Member may terminate their Membership at any time by providing INfuzed with 30 days written notice of the Member’s intention to discontinue their use of the Membership, however, the Member shall not be entitled to any refund of the Membership Fee, unless INfuzed is required by law to do so.
13.2 Without prejudice to any other remedies INfuzed may have:
(a) if at any time the Member is in breach of any obligation (including those relating to payment) under these terms and conditions, INfuzed shall be entitled to suspend or terminate the Member’s Membership. INfuzed will not be liable to the Member for any loss or damage the Member suffers because INfuzed has exercised its rights under this clause; and
(b) and notwithstanding anything else contained in these terms and conditions, INfuzed unreservedly maintains the right, exclusive of procedural fairness, to suspend or terminate the Member’s Membership if, in the subjective opinion of INfuzed, the decision to do so is in the best interests of INfuzed or other members.

14. Indemnity and Exclusion of Liability
14.1 The Member acknowledges and agrees that the use of the Membership is at their own risk, and is provided by INfuzed on an “as is” basis.
14.2 The Member is solely responsible for how they interact with other members, and INfuzed disclaims all liability whatsoever whether arising in contract, tort (including negligence) as a result of or in connection with the Membership for any economic loss, loss of goodwill or reputation, or special or indirect or consequential loss or otherwise suffered by the Member, and all implied warranties (unless required by law) are hereby excluded. In particular, INfuzed accepts no responsibility for any loss or damage sustained by the Member as a result, directly or indirectly arising out of:
(a) the conduct of the Member (or any other member, visitor or guest); or
(b) the Member’s attendance, or non-attendance at group meetings and/or events, or meetings with other members, visitors or guests; or
(c) any dealings that the Member has with any other members, visitors and/or guests; or
(d) any subsequent arrangements, contracts, agreements or business relationships that the Member enters into with any person (whether a member, visitor, guest or otherwise) as a result of, or facilitated by, the Member’s use of their Membership.
14.3 INfuzed does not provide any warranty as to the fitness, or otherwise, of the venue (nor the owner and/or operator of the venue) at which group meetings take place.
14.4 Any liability whatsoever, howsoever incurred, in any form of action on the part of INfuzed, shall be limited, subject to the maximum extent possible on a reasonably arguable view of the law, to the value of the consideration provided by INfuzed.

15. Privacy Act 1993
15.1 The Member authorises INfuzed (or INfuzed’s agent) to:
(a) access, collect, retain and use any information about the Member;
(i) (including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Member’s creditworthiness; or
(ii) for the purpose of marketing products and services to the Member.
(b) disclose information about the Member, whether collected by INfuzed from the Member directly, or obtained by INfuzed from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Member.
15.2 Where the Member is an individual, the authorities under clause 15.1 are authorities or consents for the purposes of the Privacy Act 1993.
15.3 The Member shall have the right to request INfuzed for a copy of the information about the Member retained by INfuzed and the right to request INfuzed to correct any incorrect information about the Member held by INfuzed.

16. General
16.1 The failure by INfuzed to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect INfuzed’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
16.2 These terms and conditions, and any agreement to which they apply, shall be governed by the laws of New Zealand and are subject to the jurisdiction of the courts of New Zealand.
16.3 INfuzed may license or sub-contract all or any part of its rights and obligations under this agreement without the Member’s consent.
16.4 The Member agrees that INfuzed may amend these terms and conditions at any time. If INfuzed makes a change to these terms and conditions, then that change will take effect from the date on which INfuzed notifies the Member of such change, and the Member accepts such change, in writing. The Member will be taken to have accepted such changes if the Member continues to utilise their Membership without providing any written notice that they do not accept such changes.
16.5 INfuzed shall not be liable, and shall make no allowance, whatsoever, where the Member fails to utilise the Membership for any reason, unless INfuzed confirms special prior arrangements in writing. In the event the Member is unable (due to extenuating circumstances) to use their Membership, the Member must notify INfuzed immediately.
16.6 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
16.7 The Member warrants that it has the power to enter into this agreement, and has obtained all necessary authorisations to allow it to do so, it is not bankrupt/ insolvent, and that this agreement creates binding and valid legal obligations on it.