Terms & Conditions

GENERAL

These Terms and Conditions shall apply to the provision of all of ID Marketing’s services.

INTERPRETATION

In these Terms and Conditions and in any Contract to which these terms and conditions apply unless the context otherwise requires:

ID Marketing means ‘ID Marketing’.

Conditions mean these Terms and Conditions to be read and construed with each Estimate/Quotation provided by ID Marketing.

Customer or Client means the purchaser of products and/or services from ID Marketing. If the Customer(s) comprises more than one person, each of those person’s liability and agreement is joint and several.

Where the Customer is a trust, the trustee’s liability shall not be limited to the assets of the trust.

Contract means an agreement between the Customer and ID Marketing comprising of the:

1. Estimate/Quotation and the Conditions and any variation agreed to in writing by ID Marketing;
2. Products and services mean the products sold by ID Marketing to the Customer;
3. Unless ID Marketing and the Customer otherwise agree in writing:

In the event of any conflict arising between these Conditions and any agreement or contract these Terms and Conditions shall prevail; and Estimates/Quotations by ID Marketing remain open for acceptance for 28 days from the date of the Estimate or Quotation.

CONTRACT FORMATION

No contract shall come into existence until the Customer’s order has been accepted by ID Marketing. The Customer may place an order by either:

1. Accepting the Estimate or Quotation via ID Marketing’s website, by telephone, by email, in person or in writing; or
2. Paying the deposit (if any) referred to in the Estimate or Quotation; or
3. Communicating its order to ID Marketing in a manner otherwise than in accordance with (a) above. The Customer cannot cancel a contract after an order has been accepted by ID Marketing and is bound to pay the estimated or quoted price.

PAYMENT

Unless otherwise agreed in writing, prices are estimated and quoted in New Zealand Currency and shall be exclusive of GST.

ID Marketing will invoice the Customer upon completion of the work unless the work is ongoing (past the end of any month) in which case ID Marketing will invoice the Customer on a monthly time-taken basis. Unless otherwise agreed in writing, invoices are payable within fourteen (14) days of the date of that invoice.

Unless otherwise agreed in writing, payment of the products and services shall be made within fourteen (14) days following the date of invoice. ID Marketing reserves the right to require the Customer to pay for Products and/or Services prior to their supply.

If the Customer does not pay their account by the due date and has not entered into any payment arrangement (which is at ID Marketing’s sole discretion), ID Marketing reserves the right to stop working for the Customer immediately and will not be liable to the Customer for any loss that they may suffer as a result of such discontinuance.

ID Marketing reserves the right to correct any typographical or clerical errors contained in the prices or specifications.

Time for payment is of the essence and, without prejudice to any other rights of ID Marketing, if the Customer fails to pay any sum payable pursuant to any Contract when due:

ID Marketing may treat the Contract as repudiated by the Customer or may until payment in full is made, suspend delivery of products without incurring any liability whatsoever to ID Marketing;

The Customer shall (if so required by ID Marketing) pay interest to ID Marketing at the default interest rate of fourteen percent (14%) per annum. Interest shall be payable daily until the date when the payment is received; and The Customer shall be liable for all the expenses and costs (including indemnity legal costs) in relation to ID Marketing enforcing or attempting to enforce a Contract or these Terms and Conditions.

DEFAULT

In the event that:

1. The amounts payable by the Customer to ID Marketing are overdue, or the Customer fails to meet any other obligation to ID Marketing, under this or any other Contract or agreement or in ID Marketing’s opinion the
2. Customer is likely to be unable to meet any payment or other obligations to ID Marketing; or

The Customer becomes insolvent, has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its creditors or has a liquidator (provisional or otherwise) appointed or is placed under statutory or official management; or

1. The Customer no longer carries on business or threatens to cease carrying on business; or
2. The ownership or effective control of the Customer is transferred or the nature of the Customer’s business is materially altered; then

ID Marketing shall be entitled to cancel all or any part of any Contract with the Customer which remains unperformed, in addition to and without prejudice to its other remedies; and all amounts outstanding under this Contract or any other.

INTELLECTUAL PROPERTY

Unless otherwise agreed, ID Marketing shall retain copyright and intellectual property rights in all documents, reports, records, media, electronic files, drawings and designs prepared for and on the Customer’s behalf.

The Customer will be entitled to use the documents and any copies for the purposes for which they were intended however, unless otherwise agreed, the Customer (or any other person or entity) is not permitted to make use of, or modify, any such document for any other purpose without ID Marketing’s agreement in writing. Concepts not chosen will remain the property of ID Marketing.

On completion and full payment of branding projects, the intellectual property rights of the Customer’s logo design will transfer to the Customer.

Where ID Marketing provides access to design files, access will be provided in PDF, JPG or PNG format.

Access to design files in other formats may incur additional costs for the Customer.

Trademarking is the sole responsibility of the Customer.

LIMITATION OF LIABILITY

The Customer agrees that ID Marketing will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the Customer by any other party, even though ID Marketing may have been notified of such damage or claims.

In particular, ID Marketing shall not be liable for any loss or damages arising, either directly or indirectly, from search engine rankings or social media marketing, including but not limited to any losses resulting from changes in search engine rankings, the closure of social media accounts and non-compliance with social media provider guidelines.

ID Marketing shall not be liable to the Customer for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations to the Customer where such delay or failure is caused directly or indirectly by the Customer (for example, by changing its requirements, not providing timely feedback or approval of proofs) or by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation, weather conditions or any other cause beyond ID Marketing’s control.

The Customer agrees to defend, indemnify and hold ID Marketing harmless from and against any and all claims, losses, liabilities and expenses (including legal costs) related to or arising out of the services provided by ID Marketing to the Customer, including without limitation claims made by third parties (including the Customer’s customers) related to any false advertising claims, liability claims for products or services sold by the Customer, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided by ID Marketing, or for any content submitted by the Customer for publication by ID Marketing.

If, despite the above, ID Marketing is found to be liable to the Customer, then its liability for any single event or series of related events is limited to the fees paid by the Customer to ID Marketing for those particular services.

Due to the public nature of the Internet, all material submitted by the Customer for publication will be considered publicly accessible. ID Marketing does not screen in advance any Customer material submitted to ID Marketing for publication. Mint De sign’s publication of material submitted by the Customer does not create any express or implied approval by ID Marketing of such material.

WEBSITES

Where ID Marketing has created or designed a website for the Customer, the Customer must make payment in full prior to the website ‘going live’ on the internet. Should payment not be made in full, ID Marketing reserves the right to shut down that website until such time as it receives payment in full. In the event that the website is already live, ID Marketing reserves the right to take the website down from the internet until such time as it receives payment in full.

The Customer acknowledges and agrees that it will be liable for all of the costs restoring the website to the internet where it has been shut down due to non-payment.

If the Customer has retained ID Marketing to host its website, ID Marketing will charge monthly fees, and if the Customer falls into arrears in relation to those monthly payments, ID Marketing reserves the right to shut the website down and will not be liable for any consequences which might arise in the event of such a situation arising.

The Customer agrees that it will be charged for any work it requests ID Marketing to complete or undertake that is outside of the scope of the estimate/ quote and the approved design. After going live, updates or changes the Customer wishes to make to the website will also be chargeable.

Packaging and supplying website files for transfer or taking a website down will incur a cost and will be payable by the Customer.

STREET VIEW TRUSTED 360 TOURS

Where the Customer has engaged ID Marketing to create a Streetview Trusted 360 Tour, the Customer must make payment in full prior to the 360 Tour ‘going live’ on the internet. Should payment not be made in full, ID Marketing reserves the right to shut down that 360 Tour and if it has already gone live on the internet, to take it down, until such time as it receives payment in full.

The Customer acknowledges and agrees that it will be liable for all of the costs restoring the 360 Tour to the internet where it has been shut down due to non-payment.

The Customer acknowledges and agrees that ID Marketing will not be liable to the Customer for any losses in the event that Google makes any changes to Streetview Trusted, including but not limited to Google changing the way that Streetview Trusted operates or discontinuing the Streetview Trusted product.

ONLINE MARKETING

The Customer acknowledges that ID Marketing incurs expenses and uses its expertise and intellectual property when it sets up online marketing campaigns for its Customers. The Customer also acknowledges that, unless otherwise agreed, any quote for marketing services does not include the transfer of any intellectual property rights from ID Marketing to the Customer.

The Customer acknowledges that ID Marketing retains the ownership of any advertising software accounts used to execute advertising campaigns on behalf of the Customer.

In regard to programmatic marketing campaigns run through the Google Marketing Platform, which includes but is not limited to Google Display and Video 360, Google Campaign Manager and Google Search Ads 360, the Customer acknowledges that ID Marketing has undertaken a contract directly with Google through an authorised reseller and that this contract, and ownership of the software account/s, is not transferable to the Customer.

In regard to Google Ads campaigns, in the event that the Customer wishes to take over the online marketing account/s at the end of a marketing campaign, or where the Customer terminates the campaign, the Customer acknowledges that the Customer will incur a fee for the transfer of the online marketing account/s and this fee will be payable in full in advance of the transfer.

From time to time, Customers may choose to pause the online marketing campaign/s set up and managed by ID Marketing. The Customer acknowledges and agrees that where the Customer’s marketing campaign/s is/are paused, the Customer will continue to be liable for ID Marketing’s monthly management fee.

In the event of a catastrophe, ID Marketing reserves the right to pause any online marketing campaign/s it manages, for a reasonable period of time, without prior notice to the Customer. The Customer acknowledges and agrees that where the Customer’s marketing campaign/s is/are paused, the Customer will continue to be liable for ID Marketing’s monthly management fee.

The Customer acknowledges that while ID Marketing has expertise in online marketing and search engine optimisation, the degree of success of online marketing and search engine optimisation is both subjective and dependent on factors that are outside of ID Marketing’s control. Accordingly, ID Marketing is unable to guarantee the success of any online marketing or search engine optimisation undertaken on behalf of and/or for the Customer.

ID Marketing will make reasonable endeavours to spend the entire media amount quoted and/or invoiced to the Customer for the execution of marketing campaigns, however, the Customer acknowledges that there are factors outside of ID Marketing’s control that may impact on the accrued media costs for the campaigns.

These factors outside of ID Marketing’s control include but are not limited to refunds from the marketing platform for invalid clicks and/or impressions, variable cost per click and/or cost per 1000 impressions, rounding off differences of less than $0.01 and differences in exchange rates across the campaign and invoicing timeframes.

The Customer acknowledges and agrees that where there is a discrepancy between the media amount accrued and the media amount invoiced, ID Marketing will not be liable to refund any discrepancy to the Customer where the cost of administering the refund outweighs the quantum or where the discrepancy only becomes evident more than 7 days of the invoiced period.

ID Marketing may choose to provide the Customer with a performance guarantee for specific marketing campaigns. This guarantee is governed by the following terms:

The performance target needs to be agreed upon by both ID Marketing and the Customer prior to the campaign launching.

The campaign needs to be directly comparable to a pre-existing campaign against which the performance is being measured. Changes in campaign direction or objectives will not be covered by the guarantee. In the case that seasonality in the Customer’s business or industry is likely to affect the demand for goods or services the performance will need to be measured based on comparable previous seasons.

This guarantee will only apply to paid media marketing campaigns run on either of the following advertising platforms: Facebook Ads, Google Ads, Google Display and Video 360.

This guarantee is based on the campaign’s performance at the end of 90 days from the day the campaign is launched. This guarantee will not be enforceable if the Customer chooses to pause or terminate the campaign before the 90 day period is complete.

In the event that ID Marketing fails to meet the agreed target, ID Marketing agrees to refund the Customer for the service fees charged by ID Marketing for the specific campaign over the 90 day period. ID Marketing will not be liable for any fees paid to 3rd parties, including but not limited to Google and Facebook. ID Marketing will also not be liable for refunding fees for additional services rendered that are unrelated to the campaign being guaranteed.

PROOFING

Proofs of all work may be submitted for Customers approval and ID Marketing shall incur no liability for any errors not corrected by the Customer in proofs submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Customer.

GUARANTEE

In consideration of ID Marketing entering into a Contract to supply Products and/or Services to the Customer, the Guarantor:

Guarantees payment of all monies owed by the Customer to ID Marketing, and

Guarantees the performance by the Customer of all obligations, responsibilities and covenants under the Contract.

The Guarantor agrees that in the event of default by the Customer in any payment, obligation, responsibility or covenant under the estimate or quotation, these Terms and Conditions or a Contract, the Guarantor may for all purposes be treated as the Customer by ID Marketing who shall be under no obligation to take proceedings against the Customer before taking proceedings against the Guarantor, and the Guarantor will execute a mortgage over his/her or its property to secure payment of all monies owed and outstanding by the Customer to ID Marketing if requested by ID Marketing.

MISCELLANEOUS

If any Condition or part of any Condition is held to be invalid or unenforceable the invalidity or unenforceability shall be deemed eliminated or modified to the minimum possible extent necessary to make the remainder of the Conditions enforceable.

Failure by ID Marketing to insist upon strict performance by the Customer of any of the Conditions shall not be a waiver of any rights of ID Marketing on any subsequent occasion.

These Terms and Conditions and the Contract may only be varied by ID Marketing in writing at its discretion.

The Customer may not assign or transfer any of its rights or obligations under or in connection with the Contract to any other person whatsoever.

ID Marketing reserves the right to sub-contract the performance of the Contract or any part of the Contract to any other party or person.

Neither party shall be liable for any delay, alteration or failure to perform any of its obligations under a Contract where occasioned by an event beyond that party’s reasonable control (“force majeure”) and such party shall be entitled to a reasonable extension of time for the performance of any such obligations.

The Customer shall pay the costs and expenses including indemnity legal costs incurred by ID Marketing in exercising any of its rights or remedies or enforcing any of the Conditions. All Contracts made between ID Marketing and the Customer shall be governed by and construed in accordance with the laws of New Zealand and the Customer agrees to submit to the nonexclusive jurisdiction of the New Zealand Courts.

Any notice given by one party to the other shall be deemed to have been delivered 48 hours after posting to the recipients registered office or last known address and immediately if forwarded by facsimile or email. Packaging and supplying files will incur a cost and will be payable by the Customer in advance of files being supplied.

COLLECTION AND DISCLOSURE OF INFORMATION

ID Marketing may at any time collect, hold and use information relating to a Customer for any purpose connected with its business including (but not limited to) direct marketing, debt recovery, credit reporting or assessment, and to register any security interest, including collecting information from, and disclosing information to, Related Companies, external credit reporting agencies, debt collection agencies, trade referees and other third parties. Information disclosed by ID Marketing to credit reporting agencies will be disclosed on the basis that it will be held and used by such agencies to provide credit reporting services. Under the Privacy Act 1993 (and any amendments thereto), individuals have rights to access to, and request correction of, their personal information by contacting ID Marketing.

The Customer, any director signing on behalf of the Customer and any Guarantor authorises ID Marketing to collect, hold and use information from any person or entity for any of the above purposes, and for such person or entity to disclose information to ID Marketing, and the Customer further authorises ID Marketing to disclose information to any person or entity for any of the above purposes and such person or entity to collect, hold and use information from ID Marketing.

LAW

These Terms and Conditions shall be governed by the laws of New Zealand and shall be construed in all respects as a New Zealand contract.