May 2024
Aligned Media NZ Limited Terms and Conditions of Service
- GENERAL
1.1 In these Terms and Conditions:
(a) “Agreement” means any proposal or order relating to the Services, and these Terms and Conditions.
(b) “We” or “Us” means Aligned Media NZ limited and its successors and assigns.
(c) “You” means the person, firm, company or entity buying Services from us.
(d) “Services” means all Services we will supply to you under a proposal, order or invoice relating to digital and traditional methods of media advertising and marketing advice and services. - PRICE
2.1 Price plus tax: You will pay the price indicated on the proposal, invoice, order form or other similar document issued by us (“Price”), together with
the amount of any Goods and Services Tax or any other tax which may be payable in respect of the supply of Services or otherwise under these
Terms and Conditions.
2.2 Proposal: Any proposal we have made for the supply of Services constitutes an invitation to treat and not a binding offer. All proposals lapse after 30 days but we reserve the right to change or withdraw any quotation without notice at any time.
2.3 Change of Rates: We reserve the right to change any previously notified hourly rate for casual work on 60 days’ written notice to you.
2.4 No deductions: All payments by you will be full, free and clear of any deduction, withholding, set-off, counterclaim or other claim.
2.5 Cancellation:
(a) Where we are providing on-going Services, if you do not wish to continue the Agreement you must give us not less than 30 days’ written notice of termination. Where cancellation occurs, any deposit paid may be refunded at our sole discretion.
(b) Where we are providing one-off Services no refund will be made where cancellation occurs within 48 hours of the time set for performance of those Services.
(c) We have the right to terminate this Agreement on 30 days’ written notice. On termination we will provide you with reasonable assistance with transferring your accounts to another supplier. - PAYMENT
3.1 Deposit: In order to confirm a booking for Services we may require you to pay a deposit of 50% of the Price.
3.2 One-off Services: We will invoice you for one-off Services following completion of the relevant Services and we reserve the right to not release our report or work to you until the account has been paid in full.
3.3 On-going Services: Where we have agreed to provide our Services to you on an ongoing basis we will invoice you for each month’s Services in advance or in arrears, as agreed with you.
3.4 Payment terms: You agree to pay your account but the agreed due date and we reserve the right not to release our work to you until the account has been paid in full.
3.5 Expenses: Agreed out of pocket expenses will be invoiced in advance and we reserve the right not to progress the associated Services until we receive these payments.
3.6 Acceleration: Notwithstanding the above credit period, full payment for all unpaid Services will become due immediately upon:
(a) You or any guarantor becoming insolvent or bankrupt;
(b) The commencement of any act or proceeding in which your or any guarantor’s insolvency is involved; or
(c) You or any guarantor resolving to wind up or being ordered to be wound up or having a receiver, liquidator of official manager appointed in respect of all or any of your assets; or
(d) You or any guarantor ceasing to trade. - PENALTY FOR LATE PAYMENT
4.1 Default interest: Failure by you to make payment in full of any amount payable pursuant to this Agreement on the due date constitutes a default. Without prejudice to any other rights or remedies available to us, simple interest at our bank’s current overdraft rate will be payable upon demand and from the due date until payment. We also reserve the right to apply a reasonable administration fee to your debt. You acknowledge that we are entitled to begin debt recovery action for all payments that remain overdue for at least seven days.
4.2 Legal costs: You will indemnify us against all loss, costs and expenses, including legal costs on a solicitor/client basis, which we may suffer or incur as a result of any failure by you to make due and punctual payment. - PERFORMANCE OF THE SERVICES
5.1 Time: We undertake to use reasonable endeavours to deliver the Services within the time specified by us but dates we give for performance will be
indicative only. No date specified by you will be binding on us without our written agreement.
5.2 Assumptions: Our Services are provided subject to any assumptions about the condition of your business or social media accounts stated in our
proposal or similar communication. If the actual condition of your business or social media accounts varies from these assumptions we may need to
vary the Price or Services.
5.3 Use of reports: Any reports prepared or procured by us as part of the Services are to be used only by you.
5.4 Services to be supplied: You acknowledge and agree that the Services are limited to those set out in the proposal, invoice, order form or other
similar document issued by us.
5.5 Declining Services: We reserve the right to decline any request for work that we consider is contrary to our professional standards or that in our
view may be harmful to your or our reputations. If you object to us declining any work under this clause we have the right to terminate this Agreement with immediate effect.
5.6 Copyright: Unless otherwise agreed, we will retain intellectual property rights in all original work we have prepared on your behalf as part of the Services. You will have the right to use the original work for the purpose for which it was intended. You will not have the right to modify the work or use it for any other purposes without our written agreement. - YOUR OBLIGATIONS
6.1 Information: you will provide us with any relevant information required to enable us to perform the Services. Where information provided by you is
incorrect and we are required to undertake additional work we reserve the right to charge for such additional work.
6.2 Communications: you will respond to our communications and questions promptly and within any agreed timeframes. If your failure to give prompt
responses causes delays or additional expenses we will not take responsibility for that.
6.3 Third Party Rights: You warrant that:
(a) you own any material you provide to us, free of any claims or encumbrances and are entitled to provide that material to us; and
(b) any material you provide to us is yours and does not violate any existing intellectual property rights including, without limitation, copyright, trade mark, or any other proprietary or contractual rights. - OUR OBLIGATIONS AND WARRANTIES
7.1 We warrant that:
(a) We have the right to enter into this Agreement;
(b) We will perform the Services to a reasonable standard of care and skill;
(c) We will perform the Services in accordance with relevant laws. - LIABILITY
8.1 Limitation of liability:
(a) Claims: We will have no liability for unsatisfactory Services unless you notify us in writing of your claim within 7 days after performance of the Services;
(b) We will have the option, exercisable at our discretion, to replace or give credit for any services in respect of which any claim is made or proven or to refund a portion of the price paid for the Services, thereby fully discharging all our legal liability;
(c) If either party is liable for direct losses arising from a breach of this Agreement or for negligence, the liable party’s obligation to pay damages or losses is limited to the Price paid for Services under this Agreement in the three months immediately prior to the event to which the liability relates. This limitation does not apply to any loss or damage caused by fraud, wilful breach or wilful damage;
(d) We are not liable for any loss caused by you, or any loss that results from your failure to take reasonable steps to avoid or minimise your loss. This includes loss caused by you providing us with incorrect information or by your delay leading to our Services becoming obsolete due to matters outside our control;
(e) Notwithstanding any other provision of this agreement, neither party will be liable for indirect, special, consequential or similar damages or losses, including but not limited to loss of profit or revenues or other financial or economic losses of any kind and whether or not the other party has been advised of the potential for such damages.
8.2 Indemnity: You will be liable for, and will indemnify us against, any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by us, whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill), arising out of any dispute or contractual, tortious or other claim or proceeding brought against us arising from any third party claim that our work infringes a third party’s intellectual property rights. - GENERAL
9.1 Events outside our control: If any cause beyond our reasonable control including but not limited to order of a government or other authority, November 2021
strike, lockout, labour dispute, delays in transit, difficulty in procuring components or equipment, embargo, accident, emergency, act of God interfere with our performance of any of our obligations under these Terms and Conditions then we may at our sole discretion suspend our performance of any such obligation or cancel any contract for the purchase of Services and we will not be liable to you in any respect.
9.2 Waiver: These Terms and Conditions remain in force notwithstanding any neglect, forbearance or delay in enforcement. We will not be deemed to have waived any condition unless such waiver will be in writing and such waiver will only apply to the particular transaction to which it refers.
9.3 Severability: If any clause or provision of these Terms and Conditions will be held illegal or unenforceable by any judgment of any Court or Tribunal having competent jurisdiction, such clause will not apply to this Agreement. The remaining provisions of this Agreement will remain in full force and effect as if the clause or provision held to be illegal or unenforceable had not been included.
9.4 Privacy Policy: Any personal information collected by us in connection with this Agreement will only be used or disclosed for the purposes of ensuring performance of this Agreement and any future like arrangement or arrangements. This may include disclosure within our organisation and to other parties involved in performing the Services. We agree to comply with relevant privacy laws in respect of any personal information collected in connection with the provision of the Services and any future like arrangement or arrangements.
9.5 Electronic Communications: You consent to receive commercial electronic messages from us. If you wish to opt out of receiving these messages tell us in writing and we will remove you from the mailing list.
9.6 Confidentiality: Each party must keep confidential during the term and after termination of this Agreement the existence and terms of this Agreement and all information of a confidential or sensitive nature supplied by the other party to this Agreement except to the extent that disclosure is required by law or where such information is or becomes available in the public domain without breach by a party of its confidentiality obligations under this Agreement. A party may disclose such information to its legal and other advisers, bankers and other persons who are subject to an obligation of confidentiality.