Terms of Trade
Introduction to Terms of Trade
These Terms of Trade apply to all of our services that we provide to you at any stage. These Terms of Trade always apply unless we notify you otherwise.
Agreement
OAP Group Ltd trading as Authentic Digital (‘The Company’) is in the business of
providing Digital Marketing and related Advisory services to businesses. The
Company agrees to provide services as stated in the Order Details to The Client for
the term of this Agreement in return for payment of the Fees and Commissions
agreed between the parties, on the following terms and conditions:
Payment of Fees
The Client shall pay to The Company any fees as outlined in this Agreement. All fees
are quoted exclusive of GST. GST is payable in addition to the quoted amount.
Invoicing will be monthly in advance due to being paid on or before the 20th of the
month for the following month's services. Payment for The Company’s services is–
non-refundable and must be made in full without deduction, set off, or withholding
whatsoever on or before the dates specified above unless otherwise agreed or
stipulated in writing. Where a discount has been given, this is only applicable if all
invoices have been paid by the due date and The Company retains the right to
charge the full price if The Client does not pay the account. Interest may be
charged at The Company’s sole discretion, on any amount owing after the due date
at the rate of 3% per month or part month thereof.
Logins and Access
In all instances The Client agrees to grant The Company the required level of access
to perform the services the Company has been contracted for, this may include
logins to The Client’s relevant Google Analytics, Google AdWords, Website Admin,
Social Media Accounts so that The Company can carry out the work under this
Agreement and review the progress of relevant information i.e. ad spend and
website traffic.
Reporting by The Company and Performance of Service Requirements
The Company agrees to keep The Client up to date with progress on an agreed and
reasonable schedule, reporting is a service, and time will be charged accordingly.
Minimum Terms, Continuation, Termination and Suspension
After the stated minimum term, either Party may terminate this Agreement by
giving Two (2) calendar months’ notice in writing, to be taken as the full following
calendar months after notice is given, to the other Party. If the termination notice
is given during the stated minimum term, then the months can be counted
concurrently. For example, if it is a Six (6) month minimum term, and termination
notice is given in month Four (4), then the agreement will end after month six (6),
however, If the termination notice is given in month Five (5) then the agreement
will run to Seven (7) full calendar months. If The Client terminates, all fees must be
paid up to the future termination date as they fall due for the termination to be
applicable. Termination of this Agreement shall not prejudice in any right of claim,
recovery, or otherwise that The Company may have arising out of this Agreement
and shall not release The Client from any accrued or ongoing liability from any fees
made before termination. The Company will continue to make available all the
services as dictated by this Agreement to the future termination date.
The Client may, with the written agreement of The Company, delay the start of, or
suspend active services, for an agreed period. The Client will be liable for all
disbursed fees and 25% of all other fees for the period of delay or suspension,
invoiced and payable monthly. If The Client falls significantly behind on payments
(i.e. 2 calendar months) The Company has the right to suspend activity, this in no
way limits the rights of The Company to seek full payment of contracted services
even if the matter enters a formal dispute procedure, The Company will have full
rights to seek full payment for the contracted work and commits to complete the
contracted work based on timely payments for work by The Client. If The Client
prevents the work from being completed i.e., by removing The Company’s access
this in no way affects The Company’s rights to be paid for the full value of
contracted services that The Client has opted out of receiving.
Variation of Fees
After the stated minimum term, if The Client requests in writing a variation in fees
(e.g. reduce SEO Fees, increase PPC Fees). The Parties will meet to discuss the
request and agree in writing on any variation to Fees. The Company will outline to
The Client what the proposed variation will likely mean in terms of the level of
service provided, and potential impact on results of the variation. Due to the
realities of planned work, committed production, production disbursements, and
production capacity, all variations to lower fees and in some cases to increase fees,
will require two (2) full following calendar months’ notice. Any variation will only
be applicable once agreed to in writing by The Parties. All other terms and
conditions remain applicable.
Confidentiality and Non‐Disclosure Agreement
The Parties (which includes all persons under the control of The Parties) shall take
reasonable care to protect private and confidential information shared under this
agreement.
Copyright
The Company owns and has copyright in all specific/related work, documents,
domain names, websites, and software (the 'Assets') produced by The Company in
connection with services performed by The Company, until the receipt of payment
of the fees by The Client. At such point, the Assets are assigned and vested
exclusively with The Client.
Intellectual Property
All intellectual property rights (including but not limited to trademarks, designs,
copyrights, software, reports, seminars, domain names, websites, and their
content, courses, know‐how, and trade secrets) owned by either party to this
agreement at the outset or created during the agreement remains the Intellectual
Property of that party.
Non‐Recruit
The Client shall not, during this Agreement and for a period of one year
immediately following termination of this Agreement, either directly or indirectly,
recruit any of The Company’s, (or associated entities) employees, specialists, or
consultants for the purpose of any business.
Liability
With any services provided to The Client, The Company’s liability for any direct or
indirect loss is limited to a maximum of fees charged (‘fees charged’ excluding any
disbursements) for the services in respect of which such damage arose, in the two
(2) month period prior to receiving a written claim. In consideration for The
Company agreeing to perform the services covered by this Agreement, The Client
shall indemnify The Company against all claims of any kind brought by any person
or entity in connection with any services provided to The Client in respect of which
such damage arose. The Client confirms that they will acquire the Services for
business purposes and that the Consumer Guarantees Act will not apply.
Entire Agreement
This Agreement constitutes the entire Agreement between the Parties and
supersedes and extinguishes all and any earlier negotiations, representations,
warranties, understandings, and Agreements, whether oral or written, between
The Parties. This clause explicitly impacts only the services that this agreement
relates to, e.g. a prior valid agreement for a different service is not impacted in any
way by this clause. For the purpose of clarity, there can be multiple valid
agreements between the Parties as long as they relate to different services, i.e.
SEO and PPC.
Modification
No modification or addition to this Agreement shall be effective unless it is in
writing and signed by both Parties. Modification or variation of this Agreement will
only be executable if signed by a director (“director” as stated in the New Zealand
Companies Office Registry, being a legal Officer) of the respective Parties.
Disputes
In the event of a dispute, The Parties agree to use their best efforts to resolve the
dispute through good faith negotiations. All disputes and differences between The
Parties which are not able to be resolved by negotiation shall be submitted firstly
to mediation and failing that, to the arbitration of a single arbitrator if one can be
agreed upon, or two arbitrators (one to be appointed by each Party) and their
umpire (appointed by them prior to their arbitration), such arbitration is to be
carried out in accordance with the provisions of the Arbitration Act 1996.
Jurisdiction
This Agreement and all relationships and attendances resulting from it are to be
governed and construed in all respects in accordance with the laws of New
Zealand.
Execution
It is agreed between the Parties that if The Client has received this Agreement by
email and engages in The Company’s services without initialing or signing this
Agreement, it will be deemed executed as per the terms of this Agreement.
OAP Group Ltd trading as Authentic Digital (‘The Company’) is in the business of
providing Digital Marketing and related Advisory services to businesses. The
Company agrees to provide services as stated in the Order Details to The Client for
the term of this Agreement in return for payment of the Fees and Commissions
agreed between the parties, on the following terms and conditions:
Payment of Fees
The Client shall pay to The Company any fees as outlined in this Agreement. All fees
are quoted exclusive of GST. GST is payable in addition to the quoted amount.
Invoicing will be monthly in advance due to being paid on or before the 20th of the
month for the following month's services. Payment for The Company’s services is–
non-refundable and must be made in full without deduction, set off, or withholding
whatsoever on or before the dates specified above unless otherwise agreed or
stipulated in writing. Where a discount has been given, this is only applicable if all
invoices have been paid by the due date and The Company retains the right to
charge the full price if The Client does not pay the account. Interest may be
charged at The Company’s sole discretion, on any amount owing after the due date
at the rate of 3% per month or part month thereof.
Logins and Access
In all instances The Client agrees to grant The Company the required level of access
to perform the services the Company has been contracted for, this may include
logins to The Client’s relevant Google Analytics, Google AdWords, Website Admin,
Social Media Accounts so that The Company can carry out the work under this
Agreement and review the progress of relevant information i.e. ad spend and
website traffic.
Reporting by The Company and Performance of Service Requirements
The Company agrees to keep The Client up to date with progress on an agreed and
reasonable schedule, reporting is a service, and time will be charged accordingly.
Minimum Terms, Continuation, Termination and Suspension
After the stated minimum term, either Party may terminate this Agreement by
giving Two (2) calendar months’ notice in writing, to be taken as the full following
calendar months after notice is given, to the other Party. If the termination notice
is given during the stated minimum term, then the months can be counted
concurrently. For example, if it is a Six (6) month minimum term, and termination
notice is given in month Four (4), then the agreement will end after month six (6),
however, If the termination notice is given in month Five (5) then the agreement
will run to Seven (7) full calendar months. If The Client terminates, all fees must be
paid up to the future termination date as they fall due for the termination to be
applicable. Termination of this Agreement shall not prejudice in any right of claim,
recovery, or otherwise that The Company may have arising out of this Agreement
and shall not release The Client from any accrued or ongoing liability from any fees
made before termination. The Company will continue to make available all the
services as dictated by this Agreement to the future termination date.
The Client may, with the written agreement of The Company, delay the start of, or
suspend active services, for an agreed period. The Client will be liable for all
disbursed fees and 25% of all other fees for the period of delay or suspension,
invoiced and payable monthly. If The Client falls significantly behind on payments
(i.e. 2 calendar months) The Company has the right to suspend activity, this in no
way limits the rights of The Company to seek full payment of contracted services
even if the matter enters a formal dispute procedure, The Company will have full
rights to seek full payment for the contracted work and commits to complete the
contracted work based on timely payments for work by The Client. If The Client
prevents the work from being completed i.e., by removing The Company’s access
this in no way affects The Company’s rights to be paid for the full value of
contracted services that The Client has opted out of receiving.
Variation of Fees
After the stated minimum term, if The Client requests in writing a variation in fees
(e.g. reduce SEO Fees, increase PPC Fees). The Parties will meet to discuss the
request and agree in writing on any variation to Fees. The Company will outline to
The Client what the proposed variation will likely mean in terms of the level of
service provided, and potential impact on results of the variation. Due to the
realities of planned work, committed production, production disbursements, and
production capacity, all variations to lower fees and in some cases to increase fees,
will require two (2) full following calendar months’ notice. Any variation will only
be applicable once agreed to in writing by The Parties. All other terms and
conditions remain applicable.
Confidentiality and Non‐Disclosure Agreement
The Parties (which includes all persons under the control of The Parties) shall take
reasonable care to protect private and confidential information shared under this
agreement.
Copyright
The Company owns and has copyright in all specific/related work, documents,
domain names, websites, and software (the 'Assets') produced by The Company in
connection with services performed by The Company, until the receipt of payment
of the fees by The Client. At such point, the Assets are assigned and vested
exclusively with The Client.
Intellectual Property
All intellectual property rights (including but not limited to trademarks, designs,
copyrights, software, reports, seminars, domain names, websites, and their
content, courses, know‐how, and trade secrets) owned by either party to this
agreement at the outset or created during the agreement remains the Intellectual
Property of that party.
Non‐Recruit
The Client shall not, during this Agreement and for a period of one year
immediately following termination of this Agreement, either directly or indirectly,
recruit any of The Company’s, (or associated entities) employees, specialists, or
consultants for the purpose of any business.
Liability
With any services provided to The Client, The Company’s liability for any direct or
indirect loss is limited to a maximum of fees charged (‘fees charged’ excluding any
disbursements) for the services in respect of which such damage arose, in the two
(2) month period prior to receiving a written claim. In consideration for The
Company agreeing to perform the services covered by this Agreement, The Client
shall indemnify The Company against all claims of any kind brought by any person
or entity in connection with any services provided to The Client in respect of which
such damage arose. The Client confirms that they will acquire the Services for
business purposes and that the Consumer Guarantees Act will not apply.
Entire Agreement
This Agreement constitutes the entire Agreement between the Parties and
supersedes and extinguishes all and any earlier negotiations, representations,
warranties, understandings, and Agreements, whether oral or written, between
The Parties. This clause explicitly impacts only the services that this agreement
relates to, e.g. a prior valid agreement for a different service is not impacted in any
way by this clause. For the purpose of clarity, there can be multiple valid
agreements between the Parties as long as they relate to different services, i.e.
SEO and PPC.
Modification
No modification or addition to this Agreement shall be effective unless it is in
writing and signed by both Parties. Modification or variation of this Agreement will
only be executable if signed by a director (“director” as stated in the New Zealand
Companies Office Registry, being a legal Officer) of the respective Parties.
Disputes
In the event of a dispute, The Parties agree to use their best efforts to resolve the
dispute through good faith negotiations. All disputes and differences between The
Parties which are not able to be resolved by negotiation shall be submitted firstly
to mediation and failing that, to the arbitration of a single arbitrator if one can be
agreed upon, or two arbitrators (one to be appointed by each Party) and their
umpire (appointed by them prior to their arbitration), such arbitration is to be
carried out in accordance with the provisions of the Arbitration Act 1996.
Jurisdiction
This Agreement and all relationships and attendances resulting from it are to be
governed and construed in all respects in accordance with the laws of New
Zealand.
Execution
It is agreed between the Parties that if The Client has received this Agreement by
email and engages in The Company’s services without initialing or signing this
Agreement, it will be deemed executed as per the terms of this Agreement.