1. GENERAL

These Terms and Conditions shall apply to the provision of all of Connectivity Communications’ services.

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2. INTERPRETATION

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

1. Connectivity Communications means Connectivity Communications Limited;

2. Conditions mean these Terms and Conditions to be read and construed with each Estimate/Quotation provided by Connectivity Communications;

3. Client or Customer means the purchaser of products and/or services from Connectivity Communications. If the Client(s) comprises more than one person, each of those person’s liability and agreement is joint and several. Where the Client is a trust, the trustee's liability shall not be limited to the assets of the trust;

4. Contract means an agreement between the Client and Connectivity Communications comprising of the Estimate/Quotation and the Conditions and any variation agreed to in writing by Connectivity Communications;

5. Products and services mean the products sold by Connectivity Communications to the client;

6. Unless Connectivity Communications and the Client otherwise agree in writing:

   1. In the event of any conflict arising between these Conditions and any agreement or contract these Terms and Conditions shall prevail; and

   2. Estimates/Quotations by Connectivity Communications remain open for acceptance for 28 days from the date of the Estimate or Quotation.

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3. CONTRACT FORMATION

No contract shall come into existence until the Client’s order has been accepted by Connectivity Communications. The Client may place an order by either:

1. Accepting the Estimate or Quotation via Connectivity Communications’ 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 Connectivity Communications in a manner otherwise than in accordance with (a) above. The Client cannot cancel a contract after an order has been accepted by Connectivity Communications and is bound to pay the estimated or quoted price.

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4. PAYMENT

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

2. Connectivity Communications will invoice the Client in project stages – 50% upon quote approval, 35% on midway project milestone, 15% upon project completion. If the work is ongoing (past the end of any month) in which case Connectivity Communications will invoice the Client on a monthly time-taken basis. Unless otherwise agreed in writing, invoices are payable within fourteen (14) days of the date of that invoice.

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

4. If the Client does not pay their account by the due date and has not entered into any payment arrangement (which is at Connectivity Communications’ sole discretion), Connectivity Communications reserves the right to stop working for the Client immediately and will not
   be liable to the Client for any loss that they may suffer as a result of such discontinuance. No refunds will be given for paid invoices.

5. Connectivity Communications reserves the right to correct any typographical or clerical errors contained in the prices or specifications.

6. Time for payment is of the essence and, without prejudice to any other rights of Connectivity Communications, if the Client fails to pay any sum payable pursuant to any Contract when due:

   1. Connectivity Communications 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 Connectivity Communications;

   2. The Client shall (if so required by Connectivity Communications) pay interest to Connectivity Communications 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

   3. The Client shall be liable for all the expenses and costs (including indemnity legal costs) in relation to Connectivity Communications enforcing or attempting to enforce a Contract or these Terms and Conditions.

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5. DEFAULT

In the event that:

1. The amounts payable by the Client to Connectivity Communications are overdue, or the Client fails to meet any other obligation to Connectivity Communications, under this or any other Contract or agreement or in Connectivity Communications’ opinion the Client is likely to be unable to meet any payment or other obligations to Connectivity Communications; or

2. The Client 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

3. The Client no longer carries on business or threatens to cease carrying on business; or

4. The ownership or effective control of the Client is transferred or the nature of the Client’s business is materially altered; then Connectivity Communications shall be entitled to cancel all or any part of any Contract with the Client which remains unperformed, in addition to and without prejudice to its other remedies; and all amounts outstanding under this Contract or any other

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6. INTELLECTUAL PROPERTY

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

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

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

4. Where Connectivity Communications 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 Client.

5. Trademarking is the sole responsibility of the Client.

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7. LIMITATION OF LIABILITY

1. The Client agrees that Connectivity Communications 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 Client by any other party, even though Connectivity Communications may have been notified of such damage or claims.

2. In particular, Connectivity Communications 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.

3. Connectivity Communications shall not be liable to the Client 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 Client where such delay or failure is caused directly or indirectly by the Client (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 Connectivity Communications’ control.

4. The Client agrees to defend, indemnify and hold Connectivity Communications 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 Connectivity Communications to the Client, including without limitation claims made by third parties (including the Client’s customers) related to any false advertising claims, liability claims for products or services sold by the Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided by Connectivity Communications, or for any content submitted by the Client for publication by Connectivity Communications. 

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

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

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8. WEBSITES

1. Where Connectivity Communications has created or designed a website for the Client, the Client must make payment in full prior to the website ‘going live’ on the internet. Should payment not be made in full, Connectivity Communications 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, Connectivity Communications reserves the right to take the website down from the internet until such time as it receives payment in full.

2. The Client 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.

3. If the Client has retained Connectivity Communications to host its website, Connectivity Communications will charge monthly fees, and if the Client falls into arrears in relation to those monthly payments, Connectivity Communications 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.

4. The Client agrees that it will be charged for any work it requests Connectivity Communications 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 Client wishes to make to the website will also be chargeable.

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

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9. ONLINE MARKETING

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

2. The Client acknowledges that Connectivity Communications retains the ownership of any advertising software accounts used to execute advertising campaigns on behalf of the Client.

3. In regards 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 Client acknowledges that Connectivity Communications has undertaken a contract directly with Google through an authorised reseller and that this contract, and ownership of the software account/s, is not transferrable to the client.

4. In regards to Google Ads campaigns, in the event that the Client wishes to take over the online marketing account/s at the end of a marketing campaign, or where the Client terminates the campaign, the Client acknowledges that the Client 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.

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

6. In the event of a catastrophe, Connectivity Communications reserves the right to pause any online marketing campaign/s it manages, for a reasonable period of time, without prior notice to the Client.

7. The Client acknowledges that while Connectivity Communications 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 Connectivity Communications’ control. Accordingly, Connectivity Communications is unable to guarantee the success of any online marketing or search engine optimisation undertaken on behalf of and/or for the Client.

8. Connectivity Communications will make reasonable endeavours to spend the entire media amount quoted and/or invoiced to the Client for the execution of marketing campaigns, however, the Client acknowledges that there are factors outside of Connectivity Communications’ control that may impact on the accrued media costs for the campaigns.
   These factors outside of Connectivity Communications’ 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 Client acknowledges and agrees that where there is a discrepancy between the media amount accrued and the media amount invoiced, Connectivity Communications will not be liable to refund any discrepancy to the Client 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.

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10. PROOFING

1. Proofs of all work may be submitted for Clients approval and Connectivity Communications shall incur no liability for any errors not corrected by the Client in proofs submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Client.

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11. GUARANTEE

1. In consideration of Connectivity Communications entering into a Contract to supply Products and/or Services to the Client, the Guarantor:

   1. Guarantees payment of all monies owed by the Client to Connectivity Communications, and

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

2. The Guarantor agrees that in the event of default by the Client 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 Client by Connectivity Communications who shall be under no obligation to take proceedings against the Client 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 Client to Connectivity Communications if requested by Connectivity Communications.

3. Should there be more than one Guarantor then their liability as Guarantors under this Guarantee shall be joint and several

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12. MISCELLANEOUS

1. 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.

2. Failure by Connectivity Communications to insist upon strict performance by the Client of any of the Conditions shall not be a waiver of any rights of Connectivity Communications on any subsequent occasion.

3. These Terms and Conditions and the Contract may only be varied by Connectivity Communications in writing at its discretion.

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

5. Connectivity Communications reserves the right to sub-contract the performance of the Contract or any part of the Contract to any other party or person.

6. 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.

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

8. 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 Client in advance of files being supplied.

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13. COLLECTION AND DISCLOSURE OF INFORMATION

1. Connectivity Communications may at any time collect, hold and use information relating to a Client 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 Connectivity Communications 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 Connectivity Communications.

2. The Client, any director signing on behalf of the Client and any Guarantor authorises Connectivity Communications 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 Connectivity Communications, and the Client further authorises Connectivity Communications 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 Connectivity Communications.

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14. LAW

1. 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.