TERMS & CONDITIONS

TERMS AND CONDITIONS

NUDE NUTRITION LIMITED

1. DEFINITIONS

1.1 Definitions: In these Terms and Conditions, the following words will, unless the context otherwise admits or requires, have the following meanings:

Agreement means these terms and conditions.

Nude Nutrition means Nude Nutrition Limited and any agents or employees of Nude Nutrition Limited.

Client means any person or entity purchasing Services from Nude Nutrition.

Deposit means items (i) and (ii) of the Price below.

Sign-Up Fee or Upfront Fee means the amount specified as the applicable one-off initial fee on the Website from time to time, as applicable to the Package being purchased.

Package means the specific Services purchased by the Client.

Price means the price for the Services as detailed on the Website, comprising:

(i) an initial payment of the Sign-Up Fee or Upfront Fee;

(ii) an initial payment of the Weekly Fee for a twelve-week period;

(iii) the Weekly Fee for each additional week, or part thereof, following the period in

(ii) above before this Agreement is cancelled; and

(iv) any additional fees agreed between the parties from time to time for Services in addition to those specified in the applicable package.

Unless otherwise specified, the Price includes GST (if any) and is expressed in New Zealand dollars.

Services means the nutrition, exercise and lifestyle advice supplied or to be supplied by Nude Nutrition to the Client, as described in the applicable Package.

Website means https://www.nudenutrition.co.nz.

Weekly Fee means the amount specified as the ongoing fee, payable on a weekly or fortnightly basis, for the applicable Package on the Website, from time to time.

2. AGREEMENT

2.1 By completing the sign-up and payment form on the Website to engage Nude Nutrition to provide the Services, the Client agrees to the terms and conditions set out in this Agreement.

3. SERVICES

3.1 Following the Client completing the sign-up and payment form on the Website, and in all respects within 7 days thereof, Nude Nutrition shall provide, or arrange to provide, the Services to the Client.

4. PAYMENTS

4.1 All payments required to be made pursuant to this Agreement shall be in cleared funds, without deduction or setoff, to Nude Nutrition’s nominated bank account, or as otherwise notified to the Client by Nude Nutrition from time to time.

4.2 The Client agrees to all amounts owing to Nude Nutrition by the Client from time to time, being paid by way of direct debit from the Client’s bank nominated account.

4.3 The Client shall pay the Deposit to Nude Nutrition’s nominated bank account. The Deposit is in part payment of the Price. Notwithstanding any other term or condition set out in this Agreement, Nude Nutrition shall have no obligations pursuant to this Agreement until the Deposit is paid. If the Deposit is not paid within 7 days of the Client completing the sign- up and payment form on the Website, Nude Nutrition may terminate this Agreement by providing notice in writing to the Client.

4.4 Subject to clause 4.1, the balance of the Price shall be payable by the Client to Nude Nutrition, with each such payment amount being due and payable prior to the provision of the Services.

4.5 All payments made by the Client are non-refundable.

4.6 The Price may be varied by Nude Nutrition from time to time, in Nude Nutrition’s sole discretion, without notice.

4.7 Payments received by Nude Nutrition from the Client may be allocated in Nude Nutrition’s sole discretion.

4.8 If the Client fails to pay any amount on or prior to the applicable due date for payment, or is otherwise in breach of this Agreement, Nude Nutrition may, in its sole discretion, without prejudice to and in addition to any other rights and remedies, do any one or more of the following:

a) suspend the provision of the Services and the operation of this Agreement;

b) if payment is not made within 7 days of Nude Nutrition’s written demand,

terminate (in whole or in part) this Agreement;

c) charge interest at a rate of 5% per month on the amount owing, calculated on a daily basis, from the applicable due date for payment until Nude Nutrition receives payment in full; and/or

d) take legal or other action to recover the amounts owing and/or appoint a collections agent or other third party to collect the amounts owing, and all costs and expenses associated with the Client’s default (including legal costs as between solicitor and client) shall be paid by the Client, in addition to any amount owing.

5. CLIENT RESPONSIBILITY

5.1. The client understands and agrees to the following:

a) They are responsible for contacting their general practitioner (GP) about any health concerns;

b) They give permission for Nude Nutrition to contact their GP regarding any agreed aspects of their case;

c) If they are receiving treatment from their GP, or any other medical provider, they would tell him/her about any nutritional treatment plan provided by Nude Nutrition. This is necessary because of any possible reaction between medication and the nutritional program;

d) It is important that they tell the Nude Nutrition about any medical diagnosis, medication, herbal medicine, or food supplements, that they are taking as this may affect the nutritional program;

e) If they are unclear about the agreed nutrition treatment plan, food or supplement doses/time period, they would contact Nude Nutrition promptly for clarification;

f) They should not use a specified supplement program for longer than the original agreed period, to avoid any potential adverse reactions, unless discussed and agreed to by Nude Nutrition and

g) Recording consultations using any form of electronic media is not allowed without the written permission.

6. CANCELLATION

6.1 Once the sign-up and payment form on the Website has been completed by the Client, it constitutes a legally binding contract for Nude Nutrition to provide the Services, and cannot be cancelled by the Client, except as expressly set out in this Agreement or if Nude Nutrition provides its prior written consent.

6.2 The Client may cancel this Agreement only once they have met their 12-week term and by providing at least one week’s written notice to Nude Nutrition, however, such cancellation shall not entitle the Client to a refund of any payments made to Nude Nutrition.

6.3 Nude Nutrition may cancel this Agreement at any time by providing at least one week’s written notice to the Client. On the basis the Client is not in breach of any obligation set out in this Agreement, Nude Nutrition shall refund the Client on a pro rata basis for any Services paid for and not yet provided.

6.4 Cancellation of this Agreement for any reason will not affect such rights and obligations of the parties as are intended to survive the cancellation.

6.5 Cancellation of this Agreement by Nude Nutrition shall be without prejudice to any other right or remedy set out in this Agreement or available at law.

7. DISCLAIMER

7.1 Nude Nutrition does not in any way guarantee any particular results or outcomes from the provision of the Services. The Client acknowledges that they have entered into this Agreement in reliance of their own knowledge and judgment and not in reliance of any representations made by Nude Nutrition or its employees or agents.

7.2 The Services do not amount to medical advice and neither Nude Nutrition, nor any of its employees or agents, are medically trained. Nude Nutrition and its employees only consult and recommend nutrition services. The Client acknowledges and agrees that they should seek their own advice from a medical professional prior to engaging the Services of Nude Nutrition. The Client has entered into this Agreement at their own risk. Nude Nutrition Limited recommends that the Client and the Client agrees that they should have a medical check-up prior to engaging the Services. The Client understands it is their responsibility whether or not he/she chooses to have this check-up and that any health issues or mental illnesses prior or throughout their programme must be shared with Nude Nutrition Limited, which includes pregnancy.

7.3 The Services are provided by Nude Nutrition to the Client personally and are provided in reliance of the information provided by the Client. The Client warrants that all information provided to Nude Nutrition is true, correct and complete.

7.4 No refunds including medical related issues or pregnancy will be processed if the service is not being used or if the Client would like to cancel before their 12-week term date. This is a strict no-refund policy and there will be no negotiations.

8. INDEMNIFICATION

8.1 The Client agrees to indemnify Nude Nutrition against all liabilities, costs (including full costs between solicitor and client), losses, claims, expenses and demands incurred by Nude Nutrition or any third party arising out of or incidental to the Client’s breach of this Agreement, and/or arising out of or incidental to the Services, except where such liabilities, costs, claims and demands are the direct result of the gross negligence of Nude Nutrition.

9. LIMITATION OF LIABILITY

9.1 The Consumer Guarantees Act 1993, the Contract and Commercial Law Act 2017, the Fair Trading Act 1986 and other statutes may imply warranties or conditions or impose obligations upon Nude Nutrition which cannot by law (or which can only to a limited extent by law) be excluded or modified. In respect of any such implied warranties, conditions or terms imposed on Nude Nutrition, Nude Nutrition’s liability shall, where it is allowed, be excluded or if not able to be excluded only apply to the minimum extent required by the relevant statute.

9.2 Subject to applicable law, Nude Nutrition will be under no liability whatsoever to the Client for any indirect loss, consequential loss, fines, loss of profit, loss of bargain, loss of business opportunity or exemplary damages suffered by the Client or any other person, arising out of or flowing from this Agreement, whether contemplated by this Agreement or not, and whether actionable under contract, statute, tort (including negligence), equity or otherwise. In addition to the above, Nude Nutrition shall not be liable to the Client or any third party to the extent that any loss or damage is, directly or indirectly, caused or contributed to by the Client, or the Client’s employees, representatives, agents or third parties.

9.3 In the event that Nude Nutrition is found liable for any loss or damages, including any loss or damages set out in 9.1 above, such loss or damages will be limited in aggregate to the Price, and is inclusive of all claims made against Nude Nutrition by the Client pursuant to this Agreement.

10. PERSONAL INFORMATION

10.1 The Client agrees that Nude Nutrition may collect, use and disclose the Client’s personal information for purposes related to the Client’s dealings with Nude Nutrition, direct and indirect marketing, provision of information about the Services, debt collection and credit reporting or assessment. If the Client is an individual, the Client has rights under the Privacy Act 2020 (or its successor legislation) to access any personal information that Nude Nutrition holds and to request the correction of such personal information.

10.2 Subject to any opt-out received from the Client at any time, the Client consents to receiving commercial electronic messages from Nude Nutrition.

11. DISPUTE RESOLUTION

11.1 In the event of any dispute under this Agreement, the parties will:

(a) promptly give full written particulars of this dispute to the other; and

(b) cooperatively enter into discussions to try and resolve the dispute.

11.2 If the dispute is not resolved within 14 days of written particulars being given (or any longer period agreed to by the parties) the dispute will be referred to mediation. If a mediator cannot be agreed by the parties within 14 days of written particulars being given (or any longer period agreed to by the parties), a mediator must be appointed by the President of the Arbitrators and Mediators Institute of New Zealand. Each party must bear their own costs associated with the mediation, and an equal share of the mediator’s costs. Despite the dispute, each party shall continue to perform its obligations under the Agreement as far as practicable given the nature of the dispute.

11.3 This clause 11 does not:

(a) apply to any dispute arising in connection with any attempted re- negotiation of this Agreement; or

(b) apply to an application by either party for urgent interlocutory relief.

12. MISCELLANEOUS

12.1 IP: Nude Nutrition shall retain ownership of all intellectual property rights in respect of all plans and advice whether new or existing, authored or otherwise provided by Nude Nutrition, its employees and/or agents. The Client shall not copy or distribute any such plans or advice other than for the Client’s personal use unless Nude Nutrition has consented in writing on each occasion.

12.2 Confidentiality: The content of this Agreement and all of Nude Nutrition’s information, which by designation or by its nature, is intended to be treated as confidential will be confidential information for the purposes of this Agreement (Confidential Information). The Client will not, without the prior written consent of Nude Nutrition, disclose any Confidential Information to any third party, except as required pursuant to law or a Court of competent jurisdiction.

12.3 Marketing: Nude Nutrition shall obtain the Client’s approval prior to using the Customer’s details and/or photos for marketing and advertising purposes.

12.4 Governing Law: This Agreement shall be governed by the laws of New Zealand and, subject to clause 11, the parties submit to the non-exclusive jurisdiction of the courts of New Zealand.

12.5 Notices: All notices under this Agreement must be in writing and either delivered by hand, or sent by email or post to a contact address provided by the relevant party. A notice is deemed to be received if it is delivered personally, when delivered; if posted, 5 days after positing; or by email, when the email leaves the communication system of the sender, provided that the sender does not receive any error message relating to the sending of the email.

12.6 Assignment: The Client shall not assign or otherwise transfer or encumber its rights or obligations under this Agreement except with the prior written consent of Nude Nutrition. Nude Nutrition can at any time assign or otherwise transfer, encumber or subcontract any of its rights and obligations under this Agreement to a third party, without notice to the Client.

12.7 Waiver: A party will not have waived or be deemed to have waived any provision of this Agreement unless the waiver is in writing and signed by that party.

12.8 Survivorship: Termination of this Agreement for any reason will not affect such rights and obligations of the parties as are intended to survive the termination including, but not limited to, clauses 4, 7, 8, 9, 10, 12.1, 12.3 and 12.10.

12.9 No relationship: This Agreement does not create any relationship of partnership, employment, agency or joint venture between the parties.

12.10 Severability: Should any part or provision of this Agreement be held unenforceable or in conflict with any applicable laws or regulations, the invalid or unenforceable part or provision will be replaced with a provision which accomplishes, to such extent as possible, the original business purpose of the part or provision in a valid and enforceable manner, and the remainder of the Agreement will remain binding on the parties.

12.11 Entire Agreement: This Agreement constitutes the sole understanding of the parties and supersedes all prior understandings, written or oral, which will be of no further force or effect.

12.12 Interpretation: Any statutory provision will include any statutory provision which amends or replaces it and any subordinate legislation made under it.