Virtual Marketers Limited Terms and Conditions for Services

1. Parties

This agreement is between Virtual Marketers Limited (the Contractor) and the client identified in the applicable quote, proposal, package details, or project payment details (the Client).

2. Services

The Contractor agrees to provide marketing consulting, marketing management, and related services as described in the applicable quote or proposal (the Services). The Client engages the Contractor to provide those Services on these terms.

3. Commencement and Term

This agreement starts on the earlier of:

1. the date the Client accepts the quote or proposal; or

2. the date the Client otherwise confirms acceptance of these terms in writing, including by email.

The agreement continues for the term stated in the applicable quote or proposal, being one of the following:

• a month-to-month ongoing arrangement with no discount;

• a 6-month fixed term with a 2% discount;

• a 12-month fixed term with a 5% discount; or

• for project work, until the Services are completed, unless ended earlier under this agreement.

4. Contractor Obligations

The Contractor will:

• provide the Services with reasonable care, skill, and diligence consistent with generally accepted industry standards;

• use reasonable endeavours to meet any timeframes set out in the quote or proposal; and

• remain responsible for the Services even where employees, contractors, or subcontractors are used.

Any timeframe may be affected by matters outside the Contractor’s reasonable control, including delays in receiving information, content, approvals, feedback, or access from the Client.

5. Fees and Payment

5.1 General

Fees, deliverables, inclusions, assumptions, exclusions, and timeframes are as set out in the applicable quote or proposal. If there is any inconsistency between this agreement and the quote or proposal, the quote or proposal prevails to the extent of that inconsistency.

5.2 Ongoing services

For ongoing services, invoices will be issued monthly unless otherwise stated in the quote or proposal. Payment is due on the 20th of the month following the invoice date unless otherwise stated on the invoice.

Any work outside the agreed scope must be approved by the Client before it begins and will be invoiced separately or treated as a variation, as agreed.

5.3 Projects and packages

Unless otherwise stated in the quote or proposal, project fees will be invoiced as follows:

• 50% on acceptance of the quote or proposal;

• 25% in the following month; and

• the final 25% in the final month of the project.

If a project continues beyond 3 months for any reason, including delay caused by the Client or matters outside the Contractor’s reasonable control, the Contractor may invoice the final 25% in the third month.

If a project is cancelled, paused, abandoned, or otherwise does not proceed to completion, the Contractor may retain all fees already invoiced and paid and may invoice for:

• all Services performed up to the date of cancellation, pause, or suspension;

• any work scheduled or committed;

• any non-cancellable commitments; and

• any third-party costs incurred on the Client’s behalf.

If a project is delayed due to circumstances outside the Contractor’s control, including Client delay, the Contractor may invoice for work completed to date and for any additional time or costs reasonably incurred until completion.

Monthly packages will be charged in advance each month until cancelled in line with the original sign-up date or as otherwise stated in the quote or proposal.

5.4 GST and taxes

The Contractor is responsible for its own taxes. Unless stated otherwise, fees are exclusive of GST. GST will be added where applicable.

5.5 Overdue amounts

The Contractor may charge interest on overdue amounts at 1.5% per month, calculated daily from the due date until payment is received in full. The Client must also reimburse the Contractor for any reasonable costs of collection.

6. Relationship of Parties

The Contractor is engaged as an independent contractor. Nothing in this agreement creates any relationship of employer and employee, partnership, joint venture, fiduciary relationship, or agency between the parties.

7. Client Responsibilities

The Client must provide all information, content, access, approvals, and feedback reasonably required for the Contractor to perform the Services.

The Client acknowledges that delays in providing these items may affect timing, delivery, and outcomes, and may result in additional fees where extra time or work is required.

8. Marketing Permission

Unless the Client notifies the Contractor in writing that it opts out, the Client authorises the Contractor to use the Client’s name, logo, and general description of the work performed in proposals, credentials material, case studies, and on the Contractor’s website and marketing material as a current or former client. The Contractor will not disclose the Client’s confidential information as part of this permission.

9. Termination and Suspension

9.1 Termination for convenience

Either party may terminate an ongoing services agreement without cause by giving at least 1 month’s written notice to the other party.

9.2 Termination for breach

Either party may terminate this agreement immediately by written notice if the other party commits a material breach and, where that breach is capable of remedy, fails to remedy it within 5 business days after receiving written notice requiring it to do so.

9.3 Suspension or termination for non-payment

The Contractor may suspend the Services or terminate this agreement immediately by written notice if any invoice remains unpaid for 7 days after the due date.

9.4 Payment on termination

On termination or suspension for any reason, the Client must pay the Contractor for:

• all Services performed up to the effective date of termination or suspension;

• all amounts already invoiced;

• any committed or scheduled work;

• any non-cancellable commitments; and

• any third-party costs incurred on the Client’s behalf.

9.5 Discount clawback

If the Client terminates a fixed-term agreement before the end of the agreed term, or otherwise reduces or ends the engagement so that the discounted term is not completed, the Contractor may recover the value of any discount previously applied. That amount may be included in the final invoice as a discount adjustment.

9.6 Accrued rights

Termination does not affect any rights or obligations accrued before termination. Any clause intended to survive termination will continue in force.

10. Dispute Resolution

If any dispute arises in connection with this agreement, the parties will first attempt to resolve it in good faith by discussion. If the dispute is not resolved, it must be referred to mediation before either party commences court proceedings, except where urgent interlocutory relief is required.

11. Non-Solicitation

During the term of this agreement and for 6 months after it ends, the Client must not, without the Contractor’s prior written consent, directly or indirectly solicit for employment or engagement, or employ or engage, any employee, contractor, or subcontractor of the Contractor who was materially involved in providing the Services to the Client.

If the Client breaches this clause, the Client must pay the Contractor a placement fee equal to:

• 1 month of the then-current retainer fee; or

• if the Services were project-based, 1 month of services calculated on a pro-rata basis from the project fee,

as a genuine pre-estimate of the Contractor’s loss.

12. Limitation of Liability

To the maximum extent permitted by law:

• the Contractor excludes all liability for any indirect, consequential, special, or incidental loss, including loss of profit, revenue, data, goodwill, or business interruption, whether arising in contract, tort including negligence, or otherwise;

• the Contractor’s total aggregate liability arising out of or in connection with this agreement or the Services is limited to the total fees actually paid by the Client under the most recent invoice paid by the Client; and

• the Contractor is not liable for any loss, damage, cost, or delay caused by third-party platforms or services, suspension or restriction of the Client’s third-party accounts, Client-provided content or instructions, failure by the Client to provide timely approvals or access, or events outside the Contractor’s reasonable control.

Nothing in this agreement limits or excludes any liability that cannot lawfully be limited or excluded.

13. Confidentiality

Each party must keep confidential all confidential information of the other party and must not disclose that information to any third party except as required by law or as reasonably necessary to perform this agreement.

14. General

14.1 Entire agreement

This agreement, together with the applicable quote or proposal, records the entire agreement between the parties in relation to the Services.

14.2 Governing law

This agreement is governed by the laws of New Zealand, and the parties submit to the non-exclusive jurisdiction of the New Zealand courts.

14.3 Notices

Any notice under this agreement must be given in writing by email or other agreed written method.

14.4 Contact

If you have any questions about these terms, please contact  fran@virtualmarketers.co.nz .