2020 Media Co Terms and Conditions
Set out below are the Terms and Conditions (“Terms”) that apply to all services Media Co Global Limited provides to a Client unless otherwise specifically agreed with the Client.
- Defined Terms
Unless the context requires otherwise, the following capitalised terms have the meaning ascribed to them:
- “Agreement” means the agreement reached between Media Co and the Client to provide Services, comprising of the Engagement Letter and the client specific brief in accordance with these terms and conditions.
- “Client” means the party receiving services from Media Co and who is identified as such in the Engagement Letter provided to the Client.
- “Confidential information” means information which has been imparted by one party to another in confidence or which the recipient knows or ought to know is confidential. In the case of the Client it includes their database, market, commercial and client information and applications, and in the case of Media Co the Services, including all documentation and materials, technical information applications and “know how”. It is not information that is in the public domain.
- “Engagement Letter” means the Terms of Engagement Letter provided by Media Co to a Client as soon as possible at the beginning of the provision of Services.
- “Intellectual Property” means copyright, patents, registered designs, trademarks and all other similar rights in relation to Services, whether legally recognised or not.
- “Media Co” means Media Co Global Limited, the party who will be providing services to the Client.
- “Services” mean any service provided by Media Co to the Client and may include one-off projects or ongoing provision of Services.
- “Summary Brief” means the detailed Client specific brief of the Services to be provided by Media Co.
- Confidentiality and Privacy
- Media Co and the Client shall not (except to any extent specifically agreed) disclose the other’s Confidential Information to a third party. This excludes however where disclosure is compelled by law (but the discloser will first give the owner of the information a reasonable opportunity to object to the disclosure).
- In terms of the Privacy Act 1993, the Client authorises Media Co to collect their personal information either directly from the Client or from any other agency. Client refusal to provide this information may affect the Client’s ability to retain Services from Media Co.
- Media Co will charge a fee that is calculated by reference to the Services provided to the Client. The basis of fees (whether hourly rate or set fee) are set out in the Engagement Letter and Summary Brief provided to each Client. These fees are exclusive of GST.
- Unless otherwise agreed, Media Co may charge in addition to their fees a recovery for reasonable travel and/or accommodation costs incurred and any additional services provided that are outside of the scope of the Services in the Agreement.
- Fees may also include any costs incurred prior to entering of a full Client Services Agreement.
- Media Co will invoice the Client on an up-front, staged or end of project basis as set out in the Client’s Engagement Letter.
- Up-front invoicing will be (unless otherwise agreed between Media Co and the Client) 50% of the total set fee, which will be invoiced on confirmation of the Services.
- Staged and end of project invoices are sent on the last day of the month, or the following business day if the last day of the month falls in a weekend or public holiday.
- Payment of invoices are due in full no later than 5pm on the 20th day of the month immediately following receipt of invoice unless otherwise agreed to in writing between Media Co and the Client.
- If any payment owing to Media Co by the Client is not made within 14 business days of the due date Media Co has the right to withdraw and suspend any Services provided.
- Additionally, Media Co may charge interest at a rate of 12% per annum calculated daily on any invoices that are paid late.
- Unless otherwise agreed with the Client, Media Co may communicate with the Client by electronic means such as email and facsimile. Such communications are not secure and may be subject to unauthorised interception, interference, error or virus.
- While Media Co will take all reasonable steps to protect communications from such issues, Media Co will not accept any responsibility and will not be liable for any damage or loss to the Client if communications are compromised.
- Any mail correspondence from the Client shall be sent to Media Co at PO Box 74-166 Greenlane, Auckland 1546 and will be deemed to be received within three business days unless advised otherwise.
- Intellectual Property
- The contents of any document or work created by Media Co and all its methodology and processes employed during the provision of Services are the Intellectual Property of Media Co.
- Nothing in these Terms entitle a party to use the Intellectual Property of the other party in any way without written consent from that other party. The Client may only use Media Co’s Intellectual Property in a way that is expressly permitted and cannot claim Intellectual Property rights in any product or service that is derived from or reliant upon the Services.
- Media Co however has the right to display or advertise any work completed for the Client in providing Services for the purposes of prospecting for other work or to demonstrate its abilities.
- Warranties and Liabilities
- The guarantees, warranties and conditions implied on the part of Media Co by any relevant law are excluded to the maximum extent allowed, specifically to the extent permitted the sale of Goods Act 1908, the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 will not apply
- Media Co will not be liable for indirect or consequential damage or for any loss of business, property, profit or data, however caused, which may be suffered or incurred or which may arise directly or indirectly from the provision of Services and in any event the maximum amount Media Co can be liable for is the total of all sums if received from the Client for the work affected.
- Neither party will be liable for any delay or failure to perform Services under the Agreement if such failure or delay is due to an event or events over which that party could not reasonably have exercised control.
- Unless the nature of the services or the Engagement Letter or Summary Brief dictate otherwise, either party may terminate the Agreement at any time by 90 days written notice to the other.
- If the Client terminates the Agreement they must however pay any costs incurred up to the termination and as a result of the termination. This includes any costs to Media Co in respect of any contractual commitments made by it in respect of Services, and in particular any fees due to Media Co for the duration of the written notice period.
- At the completion of the written notice period, and on confirmation that any costs and fees have been paid in full by the Client, then Media Co shall return to the Client all passwords and documentation as reasonably requested.
- If any dispute arises between Media Co and the Client in relation to any aspect of Services provided the parties will refer that dispute for determination of an expert with particular knowledge of the matters in dispute and expertise in resolving and determining dispute.
- The expert will be appointed (at the request of either party) by the current President of the New Zealand Law Society. The expert will be empowered to set his or her own processes and timetable and may award costs to either party as well as damages or interest.
- The expert will not act as an arbitrator or mediator and any determination of an expert by this process will be final and binding with no right of appeal.
- Changes to these Terms and Conditions
- Media Co may change these Terms and Conditions from time to time by written notice to the Client. Once the Client is notified of any change to these Terms they will be deemed to have accepted the change (with effect from the date of notice) if they continue to retain Media Co for the Services.
- These Terms are governed by New Zealand law and are subject to the non-exclusive jurisdiction of the Courts of New Zealand.
- Any notices to be served to Media Co shall be sent to:
PO Box 74-166
12.2 Any notices to be served to the Client shall be sent to their last known address provided.