User Agreement for the Snapshotz Self Audit Programme.

This agreement describes the terms on which you may use the Snapshotz workbook and the Snapshotz Online programme.

Definitions

In this agreement, 'Customer' and 'you' means the entity that has entered into this agreement and its affiliates and 'we or 'us' means CustomerServicesAudit or its affiliate, agent or distributor that has entered into this agreement.

'Affiliate' means (1) with regard to you, any legal entity that you own, which owns you, or which is under a common ownership with you, and with regard to 'us' any legal entity that we own, which owns us, or which is under common ownership with us.

'Ownership' means for purposes of the definition of 'affiliate' above, more than 50%.

'Agent' and 'distributor' means an entity or a person or persons authorised by CustomerServicesAudit to carry out business on its behalf.

'Confidential Information' means information marked or otherwise identified as proprietary or confidential or that, under the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary or confidential.

'Snapshotz' means the programme of assessment as provided in all manuals, documents, other aides both by physical and electronic means.

'License' means the right to use the Snapshotz programme on purchase of the 'Snapshotz workbook' and / or the 'Snapshotz Online programme'

'Manual' means the Snapshotz workbook

The customer and CustomerServicesAudit enter into this agreement to license the use of the 'Snapshotz workbook' and / or the 'Snapshotz Online programme'

The period of the contract for Snapshotz Online is 08 weeks unless extended by Customer Services Audit Limited. The contract commences on the date the user registers and begins the online assessment. Acceptance of the terms and conditions set out below is a precursor to purchase. The Snapshotz Online contract on expiry can be renewed subject to Snapshotz terms and conditions.

1. Grant of License.

CustomerServicesAudit will supply a Snapshotz 'Workbook' or manual with every purchase of the Snapshotz workbook. No manual is supplied with the purchase of Snapshotz Online; however each online purchase carries a license.

Each manual will have a license number and is to be used by the individual nominated by the customer. Only employees of the customer are granted Snapshotz licenses. Affiliates, consultants, contractors and third parties will be required to purchase a license. In the event of the nominated employee leaving the employ of the customer or transferring to another part of the business, the manual will be returned to the organisation or destroyed. In case there is a loss of a manual or other material relating to the Snapshotz programme, a separate registration fee and subscription will be charged to the customer for that licence.

2. Other Rights.

The customer may adopt whatever approach it deems necessary in conducting the self audit subject to the provisions set out in this agreement.

3. License Restrictions.

Except as expressly provided in this agreement a customer may not

(i.) Use, copy (except to the extent expressly permitted by applicable law and to the extent CustomerServicesAudit is not permitted by applicable law to exclude or limit such rights) or transfer the programme or copy in whole or in part or grant or assign any rights in the Snapshotz programme granted under this agreement or accompanying documentation to any third party;

(ii.) Modify, translate, reverse engineer, decompile, disassemble, create derivative works based on, or copy the Snapshotz programme or accompanying documentation

(iii.) rent or lease the Snapshotz programme or

(iv.) remove any proprietary or intellectual property, notices, labels or marks on the Snapshotz programme and accompanying documentation. To the extent that any applicable mandatory laws gives the customer the right to perform any of the activities mentioned in sub paragraphs I. and ii., above without CustomerServicesAudit consent for purposes specified in the respective statutes, Customer agrees to provide CustomerServicesAudit with a written request detailing the information the customer is seeking to gain and the purpose for which customer needs the information before exercising any statutory rights. Only if and after CustomerServicesAudit at its sole discretion partly or completely denies customer request shall the customer exercise its statutory rights.

4. Property Rights.

CustomerServicesAudit own and retain all right, title and interest in the (i.) Snapshotz programme; and (ii.) all intellectual property of any kind relating to the design of the Snapshotz programme.

5. Subscription Rights.

Nothing contained in this agreement can give you any rights to new or different assessment programmes developed and marketed by CustomerServicesAudit and its affiliates, agents or distributors.

6. Audit

CustomerServicesAudit or its affiliates agents or distributors may twice a year audit the Customers use of the Snapshotz programme at CustomerServicesAudit cost. If the audit reveals that the customer has underpaid fees, the customer will be invoiced for such underpaid fees as well as reasonable costs of the audit.

7. Warranty

CustomerServicesAudit expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose and non-infringement.

CustomerServicesAudit makes no warranty that (i) the Snapshotz programme will meet your requirements, (ii) Snapshotz programme is error-free, (iii) the results that may be obtained from use of the Snapshotz programme will be accurate or reliable, (iv) the quality of the information, or other material received by you through the Snapshotz programme will meet your expectations.

No advice or information, whether oral or written, obtained by you from CustomerServicesAudit or through or from the Snapshotz programme shall create any warranty not expressly stated in this user agreement.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for incidental or consequential damages. Accordingly, some of the above limitations may not apply to you.

8. Limitations of Liability.

To the extent permitted by applicable law, you agree that neither CustomerServicesAudit or its affiliates agents or distributors shall be liable for any loss of income, loss of opportunity or profits, cost of recovery or any other special, incidental, consequential or indirect damages arising out of or in connection with this agreement or the use of software or accompanying documentation however caused or any theory of liability. This limitation will apply even if CustomerServicesAudit or its affiliates have been advised of the possibility of such damages. In no event shall the liability of CustomerServicesAudit or its affiliates, exceed the amount paid for the licence at the beginning of the term. CustomerServicesAudit affiliates, agents and distributors are intended to be third party beneficiaries to the programme.

9. Assignment.

Neither this agreement nor any of the rights and obligations of the customer arising under this agreement may be assigned or transferred by operation of law or otherwise without the prior written consent of CustomerServicesAudit unless assigned to a successor in interest, or pursuant to a merger, corporate reorganisation or a sale or transfer of all or substantially all of customers asset's where customer has given CustomerServicesAudit written notice of such corporate change. Subject to this restriction, this agreement will be binding upon and inure to the benefit of the parties hereto their successors and assigns.

10. Governing law.

The agreement will be governed by the laws of New Zealand, without reference to conflict of laws principle and excluding the United Nations Convention on contracts for the international sale of goods and in any dispute arising out of this agreement the customer consents to the exclusive personal jurisdiction and venue of the competent courts of New Zealand, Not withstanding the foregoing either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.

11. General provisions.

If any provision of this agreement is held to be invalid by a court of competent jurisdiction, the remaining provisions will nevertheless remain in full force and effect. CustomerServicesAudit and the Customer agree to replace any invalid provision with a valid provision and, which closely approximates to the intent and economic effect of the invalid provision.

Non performance of either party shall be excused to the extent that performance is rendered impossible by force majeure. The waiver by a party of a subsequent breach of any provision of this agreement by another party will not operate or be interpreted as a waiver of any other or subsequent breach. No waiver, modification or amendment to this agreement shall be effective unless in writing signed by a duly authorised representative of the parties.

This agreement constitutes the entire agreement between CustomerServicesAudit and the customer and supersedes any and all other agreements or discussions oral or written relating to the licensing of the Snapshotz programme to the customer.

To contact CustomerServicesAudit for any reason relating to this agreement, write to

Customer Services Audit