1. Definitions

1.1 “Contract” means the terms and conditions contained herein, together with any Proposal or other document or amendments expressed to be supplemental to this Contract.

1.2 “E&B” means Ethel & Bethel Bingo Babes Limited, (or otherwise referred to as the Vendor) its successors and assigns or any person acting on behalf of and with the authority of Ethel & Bethel Bingo Babes Limited.

1.3 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting E&B to provide the Services as specified in any proposal, quotation, order, invoice or other documentation, and:

(a) if there is more than one Client, is a reference to each Client jointly and severally; and

(b) if the Client is a partnership, it shall bind each partner jointly and severally; and

(c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and (d) includes the Client’s executors, administrators, successors and permitted assigns.

1.4 “Services” means all Services, Materials or Goods supplied by E&B to the Client at the Client’s request from time to time or as specified in the Quotation / Information Pack that will be read in conjunction with this Contract for which the Services are provided by E&B to the Client.

1.5 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the Client does not wish to allow Cookies to operate in the background when ordering from the website, then the Client shall have the right to enable/disable the Cookies first by selecting the option to enable/disable provided on the website, prior to ordering Services via the website.

1.6 “Fee” means the price payable (plus any Goods and Services Tax (“GST”) where applicable) for the Services as agreed between E&B and the Client in accordance with clause 7 of this Contract.

2. Acceptance

2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for, or accepts Services provided by E&B.

2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.

2.4 The Client acknowledges that the supply of Services shall not take effect until the Client has completed a client information form with E&B.

2.5 Where E&B gives any advice, recommendation, information, assistance or service provided by E&B in relation to Services supplied is given in good faith to the Client, or the Client’s agent, and is based on E&B’s own knowledge and experience and shall be accepted without liability on the part of E&B. Where such advice or recommendations are not acted upon then E&B shall not be liable in any way whatsoever for any damages or losses that occur after any subsequent commencement of the Services.

2.6 None of E&B’s agents or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the Director of E&B in writing nor is E&B bound by any such unauthorised statements.

2.7 The Client acknowledges that all descriptive specifications, illustrations, characters, images, personas and personnel stated in E&B’s website or advertising material are approximate / descriptive and are given by way of identification only.

2.8 The Client acknowledges and accepts that whilst E&B may provide an initial free of charge consultation (remotely or physically), subsequent consultations in the preparation of the Proposal shall be considered as part of the Services and shall therefore become chargeable.

2.9 The Client acknowledges and accepts that the event planning guide that E&B will provide to the Client will be followed and adhered to and any deviation or non-compliance may incur additional charges.

2.10 The Client acknowledges and accepts that once booking has been confirmed, E&B will block that event date out from their calendar, any subsequent cancellation of that event will incur additional charges or a loss of deposit (see clause 18). (a) E&B will organise the booking of their accommodation unless otherwise agreed with the Client. If the Client organises accommodation and upon arrival the accommodation is not up to standard or has the potential of risk or harm to E&B, then E&B reserve the right to organise alternative accommodation and E&B will pass on those additional costs to the Client.

2.11 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 226 of the Contract and Commercial Law Act 2017 or any other applicable provisions of that Act or any Regulations referred to in that Act.

2.12 The Services to be supplied by E&B will be described as per E&B’s Proposal.

3. Authorised Representatives

3.1 Where Unless otherwise limited as per clause 3.2 the Client agrees that should the Client introduce any third party to E&B as the Client’s duly authorised representative, that once introduced that person shall have the full authority of the Client to order any Documentation or Services on the Client’s behalf and/or to request any variation to the Services on the Client’s behalf (such authority to continue until all requested Services have been completed or the Client otherwise notifies E&B in writing that said person is no longer the Client’s duly authorised representative).

3.2 In the event that the Client’s duly authorised representative as per clause 3.1 is to have only limited authority to act on the Client’s behalf then the Client must specifically and clearly advise E&B in writing of the parameters of the limited authority granted to their representative.

3.3 The Client specifically acknowledges and accepts that they will be solely liable to E&B for all additional costs incurred by E&B (including E&B’s profit margin) in providing any Services, Documentation or variation/s requested by the Client’s duly authorised representative (subject always to the limitations imposed under clause 3.2 (if any)).

4. Change in Control

4.1 The Client shall give E&B not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact details, change of directors, change of trustees, or business practice). The Client shall be liable for any loss incurred by E&B as a result of the Client’s failure to comply with this clause.

5. E&B’s Responsibilities

5.1 E&B must, when providing the Services, perform the Services in an efficient, responsible and professional manner, engaging personnel with suitable talent, experience and expertise, and exercise due care, skill and attention.

5.2 If E&B is required to exercise their professional judgment between the Client and a third party with whom the Client has a contract then they shall do so independently and as required by the terms of that contract.

5.3 E&B will attempt to comply with any event location rules and regulations, provided E&B are made aware of any such rules or regulations within seven (7) days prior to the event date.

5.4 E&B will comply with all relevant Health & Safety regulations as advised by the Client (see Clause 12).

5.5 E&B shall perform the Services in a timely manner to the extent that it is within E&B’s control to do so.

6. Client’s Responsibilities

6.1 The Client acknowledges and accepts that E&B event content is considered to be R16 and that the Client is responsible for ensuring that event attendees are over the age of 16.

6.2 The Client shall as soon as practicable obtain all approvals, authorities, licenses and permits which are required from any responsible authority for the lawful implementation and completion of the Services (including, but, not limited to all aspects and conditions of the Gambling Act of 2003 and the Sale and Supply of Alcohol Act 2012, E&B shall accept no liability or responsibility whatsoever for this aspect of the Services provision.

6.3 If the Client becomes aware of any matter which may change the scope or timing of the Services, then the Client will give written notice of the same to E&B.

6.4 The Client shall carry out any additional special obligations set out in the Proposal.

6.5 If the Client is to supply equipment (e.g. microphones, stages), they need to be up to the required technical standard as per the event planning guide, if the Client is unsure, please discuss with E&B as E&B have their own equipment that can be hired accordingly.

6.6 The Client acknowledges and accepts that if expecting an audience of greater than 100 attendees, minimum stage measurement requirements are six (6) meters by four (4) metres.

6.7 The Client shall co-operate with E&B and shall adhere to the event planning guide that is provided by E&B to achieve best results for the Services.

6.8 The Client acknowledges and accepts that they will provide E&B a warm, safe and private dressing room for the event.

6.9 The Client to be responsible for Health and Safety regulation and site compliance for event site location.

7. Fee and Payment

7.1 At E&B’s sole discretion the Fee shall be either: (a) as indicated on any invoice provided by E&B to the Client; or (b) E&B’s quoted price (subject to clause 7.2) which will be valid for the period stated in the Proposal or Information Pack for a period of thirty (30) days.

7.2 E&B reserves the right to change the Fee: (a) if a variation to the Services (including any variation to the Client’s brief or specifications contained in the Quotation or Information Pack) are requested; or (b) in the event of increases to E&B in the cost of labour, travel or accommodation which are beyond E&B’s control; or (c) where additional costs are incurred by E&B due to working conditions not being available as was agreed or when pre-arranged.

7.3 Variations will be charged for on the basis of E&B’s Proposal and will be detailed in writing and shown as variations on E&B’s invoice. The Client shall be required to respond to any variation submitted by E&B within ten (10) working days. Failure to do so will entitle E&B to add the cost of the variation to the Fee. Payment for all variations must be made in full at the time of their completion.

7.4 E&B reserves the right to change the Price if a variation to the Services supplied is requested by the Client or in the event of increases to E&B in the cost of labour or Services, different from the accepted Proposal Pack Price, (if delivery of the Services is delayed by the Client beyond 90 days from the acceptance of the Proposal) which are beyond E&B’s control.

7.5 At E&B’s sole discretion a non-refundable deposit will be required.

7.6 The Client acknowledges that the Services shall be charged at a single packaged cost as stipulated in E&B’s Proposal.

7.7 Time for payment for the Services being of the essence, the Fee will be payable by the Client on the date/s determined by E&B, which may be: (a) by way of instalments/progress payments in accordance with E&B’s payment schedule; (b) the date specified on any invoice or other form as being the date for payment; or (c) immediately payable at a time when the Client books E&B for an event.

7.8 Payment may be made by electronic/on-line banking, or by any other method as agreed to between the Client and E&B.

7.9 Unless otherwise stated the Fee does not include GST. In addition to the Fee, the Client must pay to E&B an amount equal to any GST E&B must pay for any supply by E&B under this or any other agreement for providing E&B’s Services. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Fee. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Fee except where they are expressly included in the Fee.

8. Reimbursable Expenses

8.1 E&B shall be reimbursed for all expenses properly incurred in connection with the provision of the Services, except where such expenses are specifically stated in writing by E&B as being non reimbursable. All reimbursable expenses (e.g. travel, communications, couriers, third party engagement etc.) will be charged at the cost involved to E&B, plus GST and any reasonable administration fees thereof.

9. Provision of the Services

9.1 E&B shall exercise reasonable skill, care and diligence in the performance of the Services in accordance with the ethics of the Project Management profession.

9.2 Any time specified by E&B for delivery of the Services is an estimate only and E&B will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties. In the event that E&B is unable to supply the Services as agreed solely due to any action or inaction of the Client then E&B shall be entitled to charge a reasonable fee for re-supplying the Services at a later time and date.

9.3 Any time specified by E&B for delivery of the Services is an estimate only and E&B will not be liable for any loss or damage incurred by the Client as a result of delivery being postponed due to exceptional causes (including, but, not limited to severe medical events or extreme travel disruption). However, both parties agree that they shall make every endeavour to enable the Services to be supplied at the time and place as was arranged between both parties.

10. Risk

10.1 The Client agrees that all equipment supplied or provided by the Client or the Client’s third-party sub-contractors will: (a) be supplied in accordance with all legislative and event planning guide requirements; and (b) be suitable for their inclusion into the Services; and (c) be up to industry and technical standard and acknowledge that E&B reserve the right not to use said equipment if, in E&B’s judgement, the equipment does not come up to the relevant standard. If E&B have to acquire replacement equipment, E&B will pass on those costs to the Client.

10.2 E&B shall be entitled to rely on the accuracy of any specifications and other information provided by the Client. The Client acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, E&B accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate specifications or other information.

10.3 Where the performance of any contract between E&B and the Client requires E&B to utilise products or Services from a third- party provider, the contract between E&B and the Client shall incorporate and be subject to, the conditions of the supply of such products and/or Services to E&B and the Client shall be liable for the cost in full including E&B’s margin of such products and/or Services.

11. Insurance

11.1 E&B shall have public liability and professional indemnity insurance of at least two million dollars ($2m). It is the Client’s responsibility to ensure that they are similarly insured.

12. Compliance with Laws

12.1 The Client and E&B shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services, including any WorkSafe guidelines regarding health and safety laws relating to event locations and any other relevant safety standards or legislation.

12.2 Notwithstanding clause 12.1 and pursuant to the Health & Safety at Work Act 2015 (the “HSW Act”) E&B agrees at all times to comply with sections 29 and 34 of the “HSW Act” with meeting their obligations for health and safety laws in the workplace regardless of whether they may be the party in control of the event location or not.

13. Advice

13.1 Any advice that E&B gives to the Client, its employees or agents is for the Client’s exclusive use and must be used only for the purpose described in the scope of Services.

13.2 Unless E&B gives the Client prior written consent, the advice: (a) must not be used or disclosed for any other purpose, referred to in any document or made available to any other person, except the Client’s lawyers or other professional advisor assisting in the Services; and (b) may not be relied upon by any other party other than the Client.

13.3 E&B is not responsible to any other party other than the Client, who is provided with or obtains a copy of E&B’s advice.

13.4 E&B’s advice may, on occasion, be given to the Client in draft form or orally only on the basis that the Client may not rely on advice in that form. Accordingly, E&B shall not be responsible if the Client or any other party relies on the advice or chooses to act, or refrains from acting, on the basis of any draft advice or oral comments or advice.

13.5 The Client acknowledges that the accepted copy of E&B’s final Proposal is the definitive version.

14. Consumer Guarantees Act 1993

14.1 If the Client is acquiring Services for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Services by E&B to the Client.

15. Intellectual Property

15.1 Where E&B has designed, drawn, created content, created character personas or created any products for the Client, then the copyright in all such designs, drawings, content, character personas and products shall remain vested in E&B, and shall only be used by the Client at E&B’s discretion. Under no circumstances may such designs, drawings, content, character personas or products be used without the express written approval of E&B or under the specification of the Copyright Act 1994.

15.2 The Client warrants that all designs, specifications or instructions given to E&B will not cause E&B to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify E&B against any action taken by a third party against E&B in respect of any such infringement.

15.3 The Client agrees that E&B may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings, plans or products which E&B has created for the Client.

16. Confidentiality

16.1 The Client assumes liability for all loss or damage suffered by E&B as a result of breach of confidentiality undertaken by itself, or its employees or agents.

16.2 Both the Client and E&B agree to treat all information and ideas communicated to it by the other confidentially and agree not to divulge them to any third party, without the other party's written consent. The parties will not copy any such information supplied, and will either return it or destroy it (together with any copies thereof) on request of the other party.

16.3 Exceptions to clause 16.2 will be disclosures to legal advisers, disclosures required by law, and disclosures necessary for the proper performance of the Services.

16.4 E&B is obliged to remain vigilant to, and to advise the Client of, any conflict of interest that may potentially impact or harm the Client. To avoid conflict of interest and commercial sensitivities, it is agreed by E&B that any and all information regards the Client (and their business, commercial agenda and employees) shall remain confidential at all times and shall only be disclosed in the event of legal order or obligation.

16.5 The obligations of this clause 16 shall survive termination or cancellation of this Contract.

17. Default and Consequences of Default

17.1 Interest on overdue invoices 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 E&B’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

17.2 If the Client owes E&B any money the Client shall indemnify E&B from and against all costs and disbursements incurred by E&B in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, E&B’s collection agency costs, and bank dishonour fees).

17.3 Further to any other rights or remedies E&B may have under this Contract, if a Client has made payment to E&B, and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by E&B under this clause 17, where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Client’s obligations under this Contract.

17.4 Without prejudice to E&B’s other remedies at law E&B shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to E&B shall, whether or not due for payment, become immediately payable if: (a) any money payable to E&B becomes overdue, or in E&B’s opinion the Client will be unable to make a payment when it falls due; and (b) the Client has exceeded any applicable credit limit provided by E&B; and (c) the Client becomes 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 (d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

18. Cancellation

18.1 Without prejudice to any other rights or remedies E&B may have, if at any time the Client is in breach of any obligation (including those relating to payment and/or failure to remedy any breach in respect of this Contract within ten (10) working days of receipt by the Client of such notice/s) then E&B may suspend the Services immediately. E&B will not be liable to the Client for any loss or damage the Client suffers because E&B has exercised its rights under this clause.

18.2 E&B may cancel any contract to which these terms and conditions apply or cancel delivery of Services at any time before the Services are commenced by giving written notice to the Client. On giving such notice E&B shall repay to the Client any money paid by the Client for the Services. E&B shall not be liable for any loss or damage whatsoever arising from such cancellation.

18.3 In the event that the Client cancels delivery of the Services the Client shall be liable for any and all loss incurred (whether direct or indirect) by E&B as a direct result of the cancellation (including, but not limited to, any loss of profits).

18.4 The Client acknowledges and accepts that where the Client wishes to postpone the Services that E&B must be notified no later than ninety (90) days before the agreed event date as agreed to between both parties. Where such notice is received later than this timeframe and the event is to be rescheduled, E&B reserves the right to charge a reasonable fee for the rescheduling of the Services and to pass on any fees that have been incurred. When the event is not to be not to be rescheduled, E&B will pass on any fees that have been incurred as per clause 18.3.

18.5 The Client acknowledges and accepts that where the Client wishes to postpone the Services and has cancelled within the ninety (90) day timeframe, the outstanding balance will not be required to be paid.

19. Privacy Policy

19.1 All emails, documents, images or other recorded information including Personally Identifiable Information (PII) as defined and referred to in clause 19.4 held or used by E&B is considered confidential. E&B acknowledges its obligation in relation to the handling, use, disclosure and processing of PII pursuant to the Privacy Act 2020 (“the Act”) including Part II of the OECD Guidelines and as set out in Schedule 8 of the Act and any statutory requirements where relevant in a European Economic Area “EEA” then the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy Laws”). E&B acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s PII, held by E&B that may result in serious harm to the Client, E&B will notify the Client in accordance with the Act and/or the GDPR. Any release of such PII must be in accordance with the Act and the GDPR (where relevant) and must be approved by the Client by written consent, unless subject to an operation of law.

19.2 Notwithstanding clause 19.1, privacy limitations will extend to E&B in respect of Cookies from E&B’s website. E&B agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels and web beacons (if applicable), such technology allows the collection the Client’s Personal Information such as: (a) IP address, browser, email Client type and other similar details; and/or (b) tracking website usage and traffic; and/or (c) reports which are available to E&B when E&B sends an email to the Client; so E&B may collect and review that information (collectively “PII”).

19.3 The Client authorises E&B or E&B’s agent to: (a) access, collect, retain and use any information about the Client; (i) (including, name, address, D.O.B, occupation, driver’s license details, electronic contact (e.g. email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where applicable), previous credit applications, credit history or any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or (ii) for the purpose of marketing products and services to the Client. (b) disclose information about the Client, whether collected by E&B from the Client directly or obtained by E&B 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 Client.

19.4 Where the Client is an individual the authorities under clause 19.3 are authorities or consents for the purposes of the Privacy Act 2020.

19.5 If the Client consents to E&B’s use of Cookies on E&B’s website and later wish to withdraw that consent, the Client may manage and control E&B’s privacy controls via the Client ’s web browser, including removing Cookies by deleting them from the browser history when exiting the site.

19.6 The Client shall have the right to request E&B for a copy of the Personal Information about the Client retained by E&B and the right to request E&B to correct any incorrect Personal Information about the Client held by E&B.

20. Liability Limitations

20.1 The liability limitations of E&B, its partners, associates, and employees shall exclude any indirect loss and/or expense (including, but not limited to, loss of profit, loss of business opportunity and payment of liquidated damages, etc.) suffered by the Client arising out of a breach by E&B of these terms and conditions.

20.2 The maximum liability of E&B under this Contract shall at no time exceed the amount of Professional Indemnity insurance cover carried by E&B, and will at a maximum, be limited to the cost of the original Services provided.

20.3 The Client agrees to indemnify E&B, (including its partners, associates or employees) and any other person who may be sought to be made liable in excess of the limit of liability described in clause 20.1 in respect of any activity arising from, or connected with this Contract in respect of any claim of whatsoever kind, that may be made by any person and any costs and expenses that may be incurred by E&B.

21. Service of Notices

21.1 Any written notice given under this Contract shall be deemed to have been given and received: (a) by handing the notice to the other party, in person; or (b) by leaving it at the address of the other party as stated in this Contract; or (c) by sending it by registered post to the address of the other party as stated in this Contract; or (d) if sent by email to the other party’s last known email address.

21.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post, the notice would have been delivered.

22. Trusts

22.1 If the Client at any time upon or subsequent to entering into the Contract is acting in the capacity of trustee of any trust (“Trust”) then whether or not E&B may have notice of the Trust, the Client covenants with E&B as follows: (a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund; and (b) the Client has full and complete power and authority under the Trust to enter into the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity; and (c) the Client will not without consent in writing of E&B (E&B will not unreasonably withhold consent), cause, permit, or suffer to happen any of the following events; (i) the removal, replacement or retirement of the Client as trustee of the Trust; or (ii) any alteration to or variation of the terms of the Trust; or (iii) any advancement or distribution of capital of the Trust; or (iv) any resettlement of the trust property.

23. General

23.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising hereunder, shall be submitted to, and settled by, either adjudication in accordance with the Construction Contracts Act 2002 and/or by arbitration in accordance with the Arbitration Act 1996 or its replacement(s).

23.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect that party’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.

23.3 These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Christchurch Courts of New Zealand.

23.4 E&B may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent.

23.5 The Client cannot licence or assign without the written approval of E&B.

23.6 E&B may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this Contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of E&B’s sub-contractors without the authority of E&B.

23.7 The Client agrees that E&B may amend their general terms and conditions for subsequent future contracts with the Client by disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further request for E&B to provide Services to the Client.

23.8 Neither party shall be liable for any default due to any act of God, war, pandemic, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party (referenced as Force Majeure).

23.9 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.