Myma.ai Services Agreement

Updated: November 10, 2024

 

This Myma.ai Service Agreement along with our Privacy Policy and Data Processing Addendum (the “DPA”) constitute the agreement (the “Agreement”) that describes the terms and conditions between Myma Digital Limited, company number 7477418 (hereinafter referred to as “Myma.ai”, “us”, our or “we”) and the entity or person (hereinafter referred to as “Business” “you”, or “user”) collectively “parties”, individually “party”, who is signing this agreement or is registered on the Myma.ai Account page to receive Services offered by Myma.ai and its affiliates (each, a “Service”, together "Services").

BY SIGNING THIS AGREEMENT, ACCESSING OR USING THE SERVICES YOU (I) ACKNOWLEDGE AND AGREE THAT YOU HAVE READ, UNDERSTOOD AND ACCEPTED THIS AGREEMENT, (II) HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ENTER OR ACT ON BEHALF OF THE BUSINESS, AND BIND TO THIS AGREEMENT AND (III) YOUR USE OF THE SERVICES IS FOR COMMERCIAL/BUSINESS PURPOSES ONLY. If you do not have the legal authority to enter this Agreement, do not understand this Agreement, or do not agree to the Agreement, please do not sign to, or use the Services.

This Agreement is effective between you and us on the earliest of the following: the day of you signing this Agreement registration, access to or use of the Services, or by executing an applicable Order Form (the “Effective Date”).

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Definitions

The following terms shall have the meaning specified below:

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“Agent” means a named user(s) in the Services who are permitted by the Business to use and operate the Services for or on behalf of the Business.

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“Confidential Information” means all nonpublic information, including, but not limited to, trade secrets, computer programs, technical drawings, algorithms, formulas, processes, ideas, inventions (patentable or not), other technical or business information, physical samples, financial, business, sales information, know-how, terms of agreements, negotiations or proposals, all data, and such other information disclosed by Myma.ai in whatever form and which (i) is known by the receiving party (Business, Agent, Staff-User or any other Business’s authorized representative) to be confidential; (ii) under circumstances by which the receiving party should reasonably understand such information is to be treated as confidential, whether or not marked by the disclosing party as “Confidential” or otherwise is marked as or stated to be confidential. Confidential Information may not be used, published, or redistributed by the receiving party without the prior written consent of Myma.ai. 

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“Business Account” means the account created by the Business or by Myma.ai for the Business, for Business to use the Service. 

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“Customer Data” means data, information (including but not limited to Personal Data) and any material, content, phrases, entries uploaded to or created in the Services or transmitted through or stored in the Services (collectively “Input”) by the Business, its Staff-Users or any End-Users, or otherwise made available, by or for Business to or through the Services.

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“End-Users” means customers of the Business. For the avoidance of doubt, individuals visiting a Business domain integrated with or utilizing our Service are also considered End-Users.

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“Order Form” means any applicable ordering document between the parties that specifies mutually agreed upon rates for certain Services and other commercial terms. Each Order Form executed by the parties is governed by this Agreement and is subject thereto.

 

“Personal Data" means any information relating to an identified or identifiable natural person under the Business Account, who can be identified, directly or indirectly.

 

“Services” means any services or applications provided by Myma.ai to you (a) on a trial, (b) free of charge basis or (c) as Paid Services. 

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“Staff-Users” means Business users who have access to the use the Service

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Service Description

AI Multi-Channel Chatbot 

AI Chatbot Service to the End-Users who are visiting the Business website, and other supported channels to handle their queries through automated AI responses.

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Digital Compendium

A hosted Digital Compendium Service that can be accessed through a browser by the End-Users to access the Business information.

 

AI Voice Assistant

Voice Assistant that can be connected to your telephony system to handle End-User queries through automated AI responses.

 

Customer Data Management

When you provide any Customer Data to Myma.ai by means of using the Service, you (whether you are the Business, Staff-User, or an Agent) represent and warrant that you have full authority to provide us with such Customer Data and its submission and use, as you authorize herein, will not violate (i) any applicable law, (ii) any third-party intellectual property, privacy, publicity, or other rights, or (iii) any of your or third-party policies or terms governing your Customer Data.

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Hours of Service

The Service is operational 24x7, 7 days a week, and 365 days a year. Any changes to time windows or non-availability will be communicated to the Business at least 2 days in advance.

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Key Performance Indicators (KPIs) and Service Levels

The following performance parameters will be used to measure the Services performance:

• SLA: Response to the End-User will be provided within 10 Seconds of receiving the End-Users message for 98% cases.

• AL% (Answering Level) – 98% of the overall End-Users messages will be answered.      

• AHT (Average Handling Time) – As Agreed and basis benchmarking done considering the type of Business.

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Your Relationship with Your End-Users

You know your customers better than we do, and you are responsible for your relationship with them. Myma.ai is not responsible for the products or services you publicize or sell, or that your End-Users purchase through the Service. You affirm that you are solely responsible for the nature and quality of the products or services you provide and for delivery, support, refunds, returns, and any other ancillary services you provide to the End-Users. You are solely responsible for any losses you incur due to service issues with your End-Users.

 

You are also solely responsible for obtaining the authorizations, licenses, and consents, if and as required by any applicable law, to make the Services available to End-Users.

 

Trial Services

The right to offer Trial Services is at the sole discretion of Myma.ai and is valid only for the designated period determined by Myma.ai, at its sole discretion, and is designed to allow you to evaluate the Services during such period. Myma.ai may, in its sole discretion, at any time prior to or during such period, discontinue the provision of the Trial Services and terminate the right to use the Trial Services with immediate effect. Trial Services are subject to the terms of this Agreement. 

 

Use of Service Access and the Use of Services

Myma.ai Services are exclusively designated for business use and must be used only in accordance with their purpose, application, and this Terms and Conditions. Myma.ai Services can be accessed solely by logging on to a particular website.

 

Every Business is assigned a particular password and login (or other credentials) which must not be used by third parties without the Business’s explicit consent. The Business is solely responsible for keeping and proper protection of his password and login (credentials). The Business undertakes to use the Services in accordance with their use, and purpose and in a manner consistent with both these Terms and Conditions and provisions of currently effective law.

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The Business bears full responsibility for all contents, responses, and entries added in connection with the use of offered Services.

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The Business understands and has become familiar with the technical requirements necessary to use the Services and has no objections in respect thereof.

 

The Business is aware of risks and threats connected with electronic data transmission.

 

Myma.ai reserves the right to access the Business Account for technical and administrative purposes and for security reasons.

The obtained information in such a manner shall not be processed or made available to any third parties unless required by the Business or the provisions of law.

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Acceptable Use Policy

This Acceptable Use Policy applies to Myma.ai Services accessible through www.myma.ai,  www.bookmebob.com, mobile versions, and successor URLs related to the domain or subdomain.

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To ensure the proper and fluent functioning of the system we hereby declare that the Business shall not misuse the Myma.ai Services and products. Consequently, the Business agrees not to:

• hinder the functioning of the Services, especially in the form of reverse engineering or hacking the Services, attempting to gain unauthorized access to the Services (or any portion thereof) or related systems, networks, or data,

• use the Services in a way contradictory to this Terms and Conditions and causing a real danger for Myma.ai

• misrepresent or mask the origin of any data, content, or other information you submit for example by "spoofing", "phishing", manipulating headers or other identifiers, impersonating anyone else, or access the Services via another Business's account without their permission,

• use the Services in a way that violates the rights of other individuals or applicable law of the country,

• promote or advertise products or services different from the one belonging to the Business without legal basis,

• allow or encourage anyone else to commit any of the actions listed above.

 

As a condition of using the Services, the Business shall (a) as required by applicable law, provide notice to its customers (End-users) and obtain consent if required for use of Myma.ai Services.

 

All information, data, text, software, graphics, commentary, video, messages, or any other materials submitted by using the Service, (collectively, "Data"), is the sole responsibility of the Business or the End-User from whom such Data originated. The  Business is wholly responsible for all downloads, uploaded, or otherwise transmitted via any of the Services.

 

For the AI Services offered by Myma.ai, while we strive to provide accurate and up-to-date information, we cannot guarantee the accuracy or completeness of the information provided by the Service. We encourage you to communicate to the End-Users that they are engaging with a AI Service and ensure that the End-Users expectations are calibrated appropriately.

 

The Business acknowledges and agrees that Myma.ai may engage Sub-processors in connection with the provision of the Services, including without limitation the Processing of the Customer Data.

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Privacy and Data

Your Customer Data

We will retain your Customer Data for the purposes of communication and provide Service to your End-Users. Unless expressly authorised in writing, we will not give access to your Customer Data to any third party.

 

Rights in Customer Data

The Business retains all rights to Customer Data. Business grants Myma.ai a non-exclusive, worldwide, royalty-free right and license to collect, use, copy, store, transmit, modify, and create derivative works of the Customer Data solely to the extent necessary to provide the Myma.ai Service and related services to the Business and its End-Users.

 

Aggregate/Anonymous Data.

“Aggregate/Anonymous Data” means: (i) data generated by aggregating Customer Data with other data so that results are non-personally identifiable with respect to the Business or its End-Users; and (ii) learnings, logs, and data regarding the use of the Myma.ai Service.

 

The Business agrees that Myma.ai will have the right to generate Aggregate/Anonymous Data and that Aggregate/Anonymous Data is Myma.ai property, which Myma.ai may use for any Business purpose during or after the term of this Agreement (including without limitation to develop and improve Myma.ai’s products and services and to create and distribute reports and other materials). For clarity, Myma.ai will only disclose Aggregate/Anonymous Data externally in a de-identified (anonymous) form that does not identify the Business or its End-Users, and that is stripped of all persistent identifiers (such as device identifiers, IP addresses, and cookie IDs). Business is not responsible for Myma.ai’s use of Aggregate/Anonymous Data. ​

 

Privacy

The protection of Personal Data is very important to us. Our Privacy Policy available on our website at https://www.myma.ai/privacy-policy explains how and for what purposes we collect, use, retain, disclose, and safeguard the Personal Data you provide to us. You agree to review the terms of our Privacy Policy, which we update from time to time. 

 

Data Processing Agreement (DPA)

DPA means the Data Protection Agreement available on our website at https://www.myma.ai/dpa, which forms part of this Agreement. Unless Business and Myma.ai have entered into a DPA, Business will not submit any Customer Data to the Service.

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Use of Logo and Name

You allow Myma.ai to use your name and logo on the website or other marketing material demonstrating you as Myma.ai's client 

 

Ownership and Confidentiality

Ownership of Myma.ai IP

Myma.ai or its licensors exclusively own all rights, titles, and interests in the patents, copyrights (including rights in derivative works), moral rights, rights of publicity, trademarks or service marks, logos and designs, trade secrets, and other intellectual property embodied by, or contained in the Services, Reports, and Documentation (collectively, “Myma.ai IP”) or any copies thereof. Myma.ai reserves all rights in Myma.ai IP not expressly granted to you in this Agreement.

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Confidentiality

For the avoidance of doubts, Parties agree that any Confidential Information or portion of it, whether written or oral, provided by Myma.ai is disclosed to the Business, solely for informational purposes under the confidentiality terms herein. 

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This disclosure confers no rights to use or further disclose Confidential Information by the Business to any third-party without the prior written consent of Myma.ai. The Business acknowledges and agrees that such Confidential Information is the sole and exclusive property of Myma.ai and all Confidential Information and derivations thereof shall remain Myma.ai's sole and exclusive property. No license or other rights to such Confidential Information or Myma.ai's intellectual property is granted or implied hereby to the Business.

 

The Business agrees to take all required precautions to protect the confidentiality of the provided Confidential Information of Myma.ai. The Business agrees to prevent any unauthorized use, disclosure, dissemination, attempts to access, modification of Confidential Information or otherwise making it available to any third-party. With the prior written consent of Myma.ai, the Business may disclose Confidential Information to its affiliates, officers, directors, employees, subcontractors, agents, or prospective financing sources or acquirers who need to know such information in connection with this Agreement and who are bound by written agreements requiring the protection of Confidential Information that are at least as protective as the terms herein. The Business shall not use the Confidential Information for any purpose other than as expressly permitted under this Agreement, without the prior written consent of the Disclosing Party. The Business agrees, at its sole expense, to take commercially reasonable measures (including, but not limited to, court proceedings) to restrain its authorized personnel from prohibited or unauthorized disclosure of the Confidential Information.

 

If the Business is compelled by law to disclose Confidential Information of Myma.ai, it shall provide Myma.ai with prior notice of such compelled disclosure (to the extent legally permitted) and shall provide Myma.ai with reasonable assistance.

These confidentiality provisions herein shall remain in effect for the duration of the Agreement, but the obligations of the Business with respect to the Confidential Information shall survive for a further 3 (three) years after the termination of the Agreement. Upon termination of the Services and at any time upon the request of Myma.ai, the Business shall immediately return all Confidential Information to Myma.ai, and destroy all Confidential Information of Myma.ai, including all copies thereof and notes and other materials incorporating such Confidential Information, whether in physical or electronic. All Confidential Information not returned by the Business under this section shall remain subject to the obligations set forth herein, notwithstanding the expiration or termination of this Agreement, so long as it remains undeleted.

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Business Feedback and Comments

You may choose to or we may invite you to submit comments or ideas about improvements to the Service, or any other component of our products or services (“Ideas”). If you submit an Idea to us, we will presume that your submission was voluntary, unsolicited by us, and delivered to us without any restrictions on our use of the Idea. You also agree that Myma.ai has no fiduciary or any other obligation to you in connection with any Idea you submit to us and that we are free to use your Ideas without any attribution or compensation to you.

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Fees and Payment Terms

Fees

Myma.ai will provide the Services to you at the rates and for the fees (“Fees”) described in the Fee Schedule, linked here and incorporated into this Agreement. The Fees include a one-off setup fee, a subscription fee, and any usage charges if applicable.

 

The subscription fee starts a week after Myma.ai confirms to you that the setup has been completed.

 

We may revise the Fees after the minimum term period. However, we will provide you with at least 30 days advance notice before revisions become applicable to you (or a longer period of notice if this is required by applicable Law).

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You are also obligated to pay all taxes, fees, and other charges (“Taxes”) imposed by any governmental authority, including without limitation any value added tax, goods and services tax, provincial sales tax, and/or harmonized sales tax on the Services provided under this Agreement. If you are tax-exempt, you will provide us with an appropriate certificate or other evidence of tax exemption that is satisfactory to us.

 

Additional and Resource Costs

Myma.ai quotes include our fee only. Any and all outside costs will be billed to the Client unless specifically otherwise provided for in the quote. These include services such as specialised setup, persona development, and scriptwriting.

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We will endeavour to disclose any additional costs at the earliest possible opportunity. This almost always happens during the initial quoting period, though third parties may increase fees without warning.

 

Invoices

Invoices are raised for a month’s service in advance on the day your billing starts. Payment is due within 7 days. If you have your credit card or bank account on file, it will be debited when the invoice is raised.

 

If for whatever reason you are unable to pay your invoice in full, please contact us in writing at your earliest opportunity to arrange for a payment schedule to be put in place.  

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Overdue payments later than 28 days will result in pausing the facility. 

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Overdue payments later than 56 days old will result in a 10% immediate interest penalty and will then accrue a further 10% per month until the invoice is cleared.  

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If your Business Account remains unpaid after 90 days it will automatically be sent to debt recovery (unless an arrangement for payment has been made with the Myma.ai's accounts receivable team).

 

If your Business Account is sent to debt recovery all costs in relation to the collection of overdue accounts will be added to your Business Account.

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If your Business Account is overdue for longer than 90 days, we reserve the right to retain control of any and all Business Accounts created and managed on behalf of your Business until the amount is paid in full.

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Direct Debits or Credit Card Authority

You agree to sign a Direct Debit or Credit Card Authority with Myma.ai, allowing Myma.ai to debit any outstanding fees on the invoice date.

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​Term and Termination

This Agreement is effective upon the date you first access or use the Services and continues for a Minimum Term period or until terminated by Myma.ai. You may terminate this Agreement by giving us 30 days written notice. If the minimum term is not completed, you are liable to pay the fee for the entire remaining term. We may terminate this Agreement or close the Service at any time for any reason by providing you a minimum notice of 30 days.

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Upon termination, you understand and agree that you are still liable to us for any Fees or fines, or other financial obligations incurred by you or through your use of the Services prior to termination.

 

Additional Legal Terms

Disclosures and Notices; Electronic Signature Consent

Consent to Electronic Disclosures and Notices: By Signing Up to Myma.ai Services, you agree that such Sign Up constitutes your electronic signature, and you consent to the electronic provision of all disclosures and notices from Myma.ai (“Notices”), including those required by Law. You also agree that your electronic consent will have the same legal effect as a physical signature.

 

Methods of Delivery: You agree that Myma.ai can provide Notices regarding the Services to you through our website, or by mailing Notices to the email or physical addresses as provided during the Sign-Up process or updated later. Notices may include notifications about your Agreement, changes to the Services, or other information we are required to provide to you. You also agree that electronic delivery of a Notice has the same legal effect as if we provided you with a physical copy. We will consider a Notice to have been received by you within 24 hours of the time a Notice is either posted to our website or emailed to you.

 

Requirements for Delivery: It should come as no surprise to you that you will need a computer or mobile device, Internet connectivity, and an updated browser to review the Notices provided to you. If you are having problems viewing or accessing any Notices, please Contact Us and we can find another means of delivery.

Withdrawing Consent: Due to the nature of the Services, you will not be able to begin using the Services without agreeing to electronic delivery of Notices. However, you may choose to withdraw your consent to receive Notices electronically by terminating your Service with us.

 

Right to Amend

We have the right to change or add to the terms of this Agreement at any time, and to change, delete, discontinue, or impose conditions on the use of the Services by posting such changes on our website or any other website we maintain or own. We will provide you with a Notice of any changes via email, or through other means. Your use of the Services, after a change has taken effect constitutes your acceptance of the terms of the modified Agreement. You can access a copy of the current terms of this Agreement on our website at any time. You can find out when this Agreement was last changed by checking the “Last Updated” date at the top of the Agreement.

 

Assignment

You may not assign this Agreement, or any rights granted in this Agreement to others without our prior written consent. If you wish to make such an assignment, please contact us. If we consent to the assignment, the assignee agrees to assume all of your rights and obligations owed by you related to the assignment and must agree to comply with the terms of this Agreement. Myma.ai may assign this Agreement without any restriction. If we make an assignment, we will provide reasonable Notice to you to raise any objections.

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Force Majeure

Neither party will be liable for any delays in service or other non-performance caused by telecommunications, utility, failures, labour strife, riots, war, or terrorist attacks; non performance of our vendors or suppliers, fires, or acts of nature; or any other event over which the respective party has no reasonable control.

 

Individual Traders

If you are using Services as a sole proprietor, please keep in mind that the Law and the terms of this Agreement consider you and your business to be legally one and the same. You are personally responsible and liable for your use of the Services, payment of Fees, Fines, losses based on Disputes or fraud, or any other amounts you owe under this Agreement.

 

Representations and Warranties

By accepting the terms of this Agreement, you represent and warrant that: (a) you are eligible to Sign Up and use the Services and have the authority to execute and perform the obligations required by this Agreement; (b) any information you provide us about your business, products, or services is accurate and complete; (c) you will fulfill all of your obligations to End-Users and will resolve all Disputes with them.

 

No Warranties

We provide the services and Myma.ai IP “As Is” and “As Available”. No data, documentation or any other information provided by Myma.ai or obtained by you from or through the services creates or implies any warranty from Myma.ai to you.

 

Myma.ai disclaims any knowledge of, and do not guarantee: (a) the accuracy, reliability, or correctness of information provided throughout the services; (b) that the service will meet your specific business needs or requirements; (c) that the services will be available at any particular time or location, or will function in an uninterrupted manner or be secure.

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To the extent that you acquire goods or services from Myma.ai as a consumer within the meaning of the New Zealand Consumer Guarantees Act 1993, you have certain rights and remedies (including consumer guarantee rights) that cannot be excluded, restricted, or modified by agreement.

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Limitation of Liability

Under no circumstances will Myma.ai be responsible or liable to you for any indirect, punitive, incidental, special, consequential, or exemplary damages resulting from your use or inability to use the Services or for the unavailability of the Services, for lost profits or property damage, or for any other damages arising out of, in connection with, or relating to this Agreement or your use of the Services.

 

You agree to limit any additional liability not disclaimed or denied by Myma.ai under this Agreement to your direct and documented damages; and you further agree that under no circumstances will any such liability exceed in the aggregate the amount of Fees paid by you to Myma.ai during the three-month period immediately preceding the event that gave rise to your claim for damages.

 

Dispute Resolution

For the purposes of this clause, a “Dispute” includes any difference or dispute arise arising between the Parties as to the meaning or application of any part of the Agreement or any other matter in connection with or which may have an effect on the Agreement.

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Either Party ("the First Party") claiming that a Dispute has arisen shall give written notice to the other Party ("the Second Party") specifying the nature of the Dispute and designating as its representative in negotiations relating to the Dispute a person with authority to settle the Dispute. The Second Party shall, within 5 Working Days after receiving the First Party's notice, give written notice to the First Party, designating as its representative in negotiations relating to the Dispute, a person with similar authority.

 

The Parties shall use their reasonable endeavors to procure that the persons designated shall seek to resolve the Dispute within 20 Working Days of the Dispute being notified by the First Party.

 

If the Parties’ designates are unable to resolve the Dispute within 30 days, then at the written request of either Party to the other, the Dispute shall be referred to mediation. The mediator shall be a person agreed upon by the Parties within 5 Working Days of the referral to mediation or, if they cannot agree, then a person appointed at the request of either Party, by the President for the time being of LEADR New Zealand Incorporated. Each Party will bear half of the mediator’s fees.

 

If the Dispute is unable to be resolved by mediation within 30 Working Days of the referral, then at the written request of either Party to the other, the Dispute shall be submitted to arbitration in accordance with the Arbitration Act 1996. Each Party will bear half of the arbitrator’s fees.

 

Pending resolution of any Dispute under this clause, the Parties will continue to perform their respective obligations under the Agreement that are not in dispute without prejudice to their respective rights and remedies under the Agreement and at law.