Virtual Marketers Limited Purchase Terms Agreement for Service

1. CONTRACT FOR SERVICES

This agreement is to formally set out the terms of the agreement between Virtual Marketers Limited (The Contractor)

AND

The Client As Listed In The Virtual Marketers Quote For Services OR As Per The Package Or Project Payment Details (The Client).

2. WHEREAS:

1. The Contractor has agreed to provide marketing consulting & management services (hereinafter named The Service).
2. The Client desires to engage the Contractor to provide the Service, and the Contractor has agreed to accept the engagement subject to the terms and conditions hereinafter provided.

3. DURATION OF AGREEMENT:

The term of this contract will commence upon the date the signed quote is received by Virtual Marketers, OR the date the email quote is digitally accepted by an email reply, and will run for the duration of the agreed-upon date or duration as per the signed quote, OR until proper notice is given under article 7 of these terms in the case of ongoing services, OR in the case of Projects customers until the term of the service is completed.

4. CONTRACTOR OBLIGATIONS‍

4.1 The Contractor will provide the Services with reasonable care, skill and diligence consistent with generally accepted industry standards.

4.2 The Contractor may use its employees, contractors and subcontractors to provide the Services. The Contractor remains responsible for the performance of the Services.

4.3 The Contractor will use reasonable endeavours to meet any timeframes set out in the Quote, however timeframes may be affected by matters outside the Contractor’s control (including delays in receiving information, content, approvals or access from the Client).

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5. FEES, PAYMENT TERMS AND RELATIONSHIP

‍5.1 The Contractor is engaged as an independent contractor. Nothing in this Agreement creates a relationship of employer/employee, partnership, joint venture or agency between the parties.

5.2 Fees, inclusions, deliverables, timeframes and any assumptions are as set out in the Virtual Marketers Quote for Services (or package/project payment details) accepted by the Client. If there is any inconsistency between this Agreement and the Quote, the Quote will prevail to the extent of the inconsistency.

5.3 Ongoing marketing support (retainers): Services and agreed scope of work will be invoiced in accordance with the Quote. Invoices will be issued monthly. Payment is due on the 20th of the month following the date of invoice (unless otherwise stated on the invoice). Any work outside the agreed scope must be approved by the Client prior to commencement and will be invoiced separately (or treated as a variation to the retainer), as agreed.

5.4 Projects/packages: Unless otherwise stated in the Quote, 50% of the project fee will be invoiced prior to work commencing, with the remaining 50% invoiced upon completion of the project. If the project is delayed due to circumstances outside the Contractor’s control (including Client delays), the Contractor may invoice for work completed to date and/or for additional time incurred, until completion. Monthly packages may be charged in advance each month until cancelled in line with the original sign-up date.

5.5 The Contractor is responsible for its own taxes. Where GST applies, GST will be added to invoices.

5.6 The Contractor may charge interest on overdue amounts at 1.5% per month, calculated daily, from the due date until payment is received, and may recover reasonable costs of collection.

5.7 Marketing permission (default): Unless the Client notifies the Contractor in writing that it opts out, the Client authorises the Contractor to use the Client’s name and logo and to refer to the Client in proposals, credentials material and on the Contractor’s website as a current or former client. The Contractor will not disclose the Client’s confidential information as part of this permission.

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 10. LIMITATION OF LIABILITY

‍10.1 To the maximum extent permitted by law, the Contractor excludes all liability for any indirect or consequential loss, loss of profit, loss of revenue, loss of data, loss of goodwill, or any business interruption, whether arising in contract, tort (including negligence) or otherwise.

10.2 To the maximum extent permitted by law, the Contractor’s total aggregate liability arising out of or in connection with this Agreement (including the Services), whether in contract, tort (including negligence) or otherwise, is limited to the total fees actually paid by the Client under the most recent invoice paid by the Client.

10.3 The Contractor is not liable for any loss or delay caused by:

(a) third-party platforms or services (including Meta, Google, LinkedIn, website hosting providers, email service providers, CRMs and analytics tools);

(b) any suspension, restriction or change to the Client’s accounts by a third party;

(c) Client-provided content, instructions, approvals, or failure to provide timely access, information or approvals; or

(d) events outside the Contractor’s reasonable control.

10.4 Nothing in this Agreement limits any liability that cannot be limited or excluded under applicable law.

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7. TERMINATION

‍7.1 Either party may terminate this Agreement without cause by giving at least one (1) month’s written notice to the other party.

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

7.3 The Contractor may suspend the Services and/or terminate this Agreement immediately by written notice if any invoice remains unpaid seven (7) days after the due date.

7.4 On termination (for any reason), the Client must pay the Contractor for all Services performed up to the termination effective date, plus any non-cancellable commitments and third-party costs incurred on the Client’s behalf (if applicable).

7.5 Termination does not affect any rights or obligations accrued prior to termination. Clauses intended to survive termination (including confidentiality and limitation of liability) will continue.

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8. ARBITRATION:

Any dispute or difference which arises or occurs between the parties in relation to any matter in connection with this agreement shall be referred to mediation.

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9. NON-SOLICITATION (NO-POACH)

‍9.1 During the term of this Agreement and for six (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/engage, any person who is an employee or contractor of the Contractor (or the Contractor’s subcontractors) who was materially involved in providing the Services to the Client.

9.2 If the Client breaches clause 9.1, the Client agrees to pay the Contractor a placement fee equal to one (1) month of the then-current retainer fee (or, if the Services were project-based, one (1) month of services calculated on a pro-rata basis from the project fee), as a genuine pre-estimate of the Contractor’s loss.

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