Terms of Service
These standard terms of service (Terms) apply in respect of all work carried out by us for you and may be changed from time to time.
“ACS, we, our or us” means ACS Marketing Consultancy or any person acting on behalf of us and with our express authority.
“Engagement agreement” means the letter of engagement emailed, signed and dated by both parties.
“Services” means the marketing consultancy services specified in our Engagement agreement.
“You, your or Client” means the person or company agreeing to use ACS’s Services.
ACS agrees to provide all Services to the Client with reasonable care, skill and diligence.
Fees and invoices
We will charge for the Services on our hourly rate basis set out in the Engagement Agreement. All quotations and hourly rates are exclusive of Goods and Services Tax.
We will invoice you on or about the first day of each month for work done. All invoices are due and payable in full and without any reduction or set off by the 20th of that month.
We may charge you interest on overdue amounts at 2% per month, or part thereof, and you will be responsible for all costs incurred by us in recovering such monies. If you owe any money to us, we have a full right of set off for any monies we may owe you.
Where payment has not been made within 30 days following the date invoiced, ACS does not have to continue work on the project at the Client’s own risk.
If our services are cancelled, you must pay us all fees and expenses due up to that date.
Where the Client is a limited liability company, incorporated society or any other body corporate, the authorised representative who signed the Engagement agreement has personally guaranteed the Client’s obligations.
The total liability of ACS to the Client whether in contract, tort, breach of statutory duty or otherwise, must not exceed the total fees paid by the Client.
ACS will not be liable for any incidental or consequential damages, loss (including loss of profit and income) or expenses whether or not caused by our negligence or default.
If the Consumer Guarantees Act 1993 (CGA) applies, these Terms shall be read subject to your rights under the CGA, provided that where you are acquiring our services for business purposes, the CGA shall not apply.
In giving any quotation, advice, representation or information, ACS relies solely on the information provided by you and in doing so you warrant that the information provided by you to us is accurate to the best of your knowledge.
Each Party warrants that it has the authority to enter into the Engagement agreement and to perform its obligations under it and that it has the ability to perform those obligations.
Privacy and Confidential Information
ACS may collect personal information from you, including information about your name, contact information, interactions with us and billing or purchase information. We collect your personal information in order to provide our Services to you.
You have the right to ask for a copy of any personal information we hold about you, and to ask for it to be corrected if you think it is wrong. If you would like to ask for a copy of your information, or to have it corrected, please contact us at firstname.lastname@example.org.
Both parties will keep safe all confidential information (including IP and any commercially sensitive information) of the other party from unauthorised use or access by any other person, except to provide our Services, or as required by law or otherwise agreed in writing.
All intellectual property in pre-existing material which is already owned or created by each party remains the intellectual property of each party and each party will not breach the intellectual property rights of the other.
Each party grants the other party a licence to use, copy, transmit or store their pre-existing intellectual property, know-how and ideas for the Services.
All new intellectual property developed by ACS in providing our Services, is owned by the Client on payment of all the fees relating to those Services.
If any dispute or difference arises between the parties about the Agreement, the parties must try to settle this by agreement first but if not settled, the dispute may be referred to mediation and the parties will share the costs equally.
Our relationship with you is governed by New Zealand law and New Zealand courts have non-exclusive jurisdiction.
Notices may be sent by email.
Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations or any failure or delay resulting from general economic conditions or other general market effects.
In the event of a threatened default or default as a result of any cause beyond its reasonable control, the defaulting party shall nonetheless exercise its best efforts to avoid and cure such default and will notify the other party.
In the event such an event prevents performance of the Engagement agreement for a period in excess of ninety (90) days, then the non-defaulting party may elect to terminate the Engagement agreement by written notice to the defaulting party.
No waiver will be effective unless made in writing.
These Terms, together with the Engagement agreement replace and end all prior agreements, representations (whether oral or written) and constitute the entire agreement between the parties.