Last updated: 17/01/2026
1. Interpretation
1.1 In this Agreement:
Agreement means the agreement between you and us comprising the Deliveries Profile and these Terms & Conditions;
Business Day means a day other than Saturday, Sunday or a public holiday in Auckland;
Confidential Information means all information disclosed by you to us in connection with the provision of the Services but not including any information which enters the public domain other than as a result of our default;
Deliveries Profile means the Deliveries Profile setting out details of the Services to be provided, the Fees and other key terms;
Fees means the fees payable by you to us as set out in the Deliveries Profile and as may from time to time be varied from time to time by agreement between us;
GST means goods and services tax in terms of the Goods and Services Tax Act 1985 at the rate prevailing from time to time;
and Services means the services to be provided by us under this Agreement, more particularly described in the Deliveries Profile.
1.2 In this Agreement, unless the context otherwise requires:
1.2.1 References to a party means either you or us.
1.2.2 References to a person include an individual, company, corporation, partnership, firm, joint venture, association, trust, unincorporated body of persons, governmental or other regulatory body, authority or entity, in each case whether or not having a separate legal identity.
1.2.3 Headings are for convenience only and will not affect the interpretation of this Agreement.
1.2.4 All references to legislation are references to New Zealand legislation in force and include any subordinate legislation, by-law, regulation, order, statutory instrument or determination made under it, any re-enactment of, or amendment to, that legislation and all legislation passed in substitution for that legislation.
1.2.5 References to monetary amounts, dollars, or $ are to New Zealand dollars and are exclusive of GST. GST is payable at the same time and in the same manner as is any other amount payable under this Agreement where that amount is subject to GST.
1.2.6 The term includes or including (or similar) is deemed to be followed by the words without limitation.
2. Services and Limitations
2.1 We shall perform the Services to you for the term of this Agreement in accordance with the terms of this Agreement and such other requirements as are agreed with you from time to time.
2.2 We make no representation or warranty that the Services will result in any increase in turnover, profit or improvement in business performance;
2.3 Whilst we use reasonable endeavours to meet any timescales in relation to the performance of the Services any timescales are estimates only.
2.4 You acknowledge that in order for us to provide certain Services you may have to provide us with access to and control over your Social Media account/s. You acknowledge that this may be a breach of the user terms and conditions with your Social Media account/s. You agree that we shall not be liable in respect of our use of your Social Media account/s. You agree to indemnify us in respect of any costs, expenses or losses arising in respect of our use of your Social Media account/s.
3. Payment of Fees
3.1 We will be entitled to render monthly invoices to you in respect of the Fees.
3.2 You shall pay our Fees within 7 Business Days of our invoice.
3.3 Without limiting any of our other rights, if you fail to make payment of any amount when due:
3.3.1 We may charge interest at 10% p.a. on the overdue amount;
3.3.2 We may suspend provision of Services until payment; and
3.3.3 We may recover our costs and expenses reasonably incurred in pursuing payment of the debt.
4. Term and Termination
4.1 This Agreement shall remain in effect for the duration of the fixed term as stated in the Deliveries Profile (the “Initial Term”), unless terminated earlier in accordance with the terms below.
4.2 Either party may terminate this Agreement at any time during the Initial Term only in the event of a material breach by the other party, as follows:
4.2.1 The Second Party is in material breach of any of the Terms & Conditions;
4.2.2 The Second Party has breached any term of this Agreement which is capable of remedy (including payment of Fees) and fails to remedy the breach within five (5) Business Days of written notice from the First Party; or
4.2.3 The Second Party becomes insolvent, bankrupt, goes into liquidation, appoints an administrator or receiver, enters into a composition with creditors, or ceases to carry on business.
4.3 Except where termination is due to a material breach under Clause 4.2, if either party wishes to terminate this Agreement during the Initial Term for any other reason, the terminating party must provide no less than 90 days' written notice, during which time all agreed monthly fees will remain payable in full.
4.4 At the end of the Initial Term, this Agreement will automatically roll into a month-to-month agreement unless either party gives 30 days' written notice prior to the expiry of the Initial Term. In such cases, the 90-day notice period in Clause 4.3 shall not apply.
4.5 The Attention Seeker Ltd will provide written notice to the Client 60 days before the end of the Initial Term to remind the Client of the upcoming contract renewal and their right to terminate or renegotiate.
4.6 The termination of this Agreement shall be without prejudice to any rights or obligations accrued up to the date of termination.
5. Intellectual Property
5.1 All intellectual property of whatever kind (whether protectable by registration or not), design, concept, information, idea or thing (Intellectual Property) owned by you and provided to us so that we can carry out the Services shall remain your property (Client IP). You grant to us a non-exclusive licence to use and copy the Client IP to the extent reasonably required to enable us to provide the Services.
5.2 All Intellectual Property owned by us or any third party and provided or used by us in carrying out the Services shall remain our property or that of the original owner (Existing Attention Seeker IP).
5.3 Any Intellectual Property that is created or discovered by us in carrying out the Services that relates to:
5.3.1 Our documentation, methodologies, systems and processes (New Attention Seeker IP) shall be owned by us; and
5.3.2 Your products and services shall be owned by you.
5.4 We grant to you a non-exclusive and non-transferable licence to use and copy the Existing Attention Seeker IP and the New Attention Seeker IP to the extent reasonably required for your business.
6. Confidential Information
6.1 We will keep all Confidential Information confidential and will not disclose any Confidential Information to any person except our sub-contractors and advisers to whom it is necessary to disclose so that we can provide the Services.
6.2 On expiry or termination of this Agreement we will on your request, promptly return all documents, records, reports or other material provided by you to us containing any Confidential Information.
7. Liability
7.1 We shall not be liable for any indirect, special or consequential loss (such as loss of profits) suffered by you in connection with the Services, whether arising in contract, tort, under statute or otherwise.
7.2 Our aggregate liability to you under this Agreement, whether arising in contract, tort, under statute or otherwise, shall be limited to the Fees paid by you in the previous 12 months.
7.3 We shall maintain for the duration of the term of this Agreement a policy of professional indemnity insurance for an amount of liability not less than $1 million.
8. Force Majeure
8.1 We will not be liable for any delay or failure to perform our obligations under this Agreement if this is caused by any event outside our reasonable control.
9. Assignment and Sub-contracting
9.1 We shall be entitled to sub-contract and use other third parties to provide any of the Services. We take full responsibility for all aspects of their performance and compliance with this Agreement.
9.2 Neither party may assign this Agreement without the prior written consent of the other party.
10. Notices
10.1 Any notice required by this Agreement to be given shall be in writing and may be given by email to:
10.1.1 In the case of notices to us, hello@theattentionseeker.com.
10.1.2 In the case of notices to you the address specified in the Deliveries Profile or to such other addresses as are notified by a party to the other party from time to time.
11. Relationship
11.1 The relationship between us is that of client and contractor and not of employer and employee or principal and agent.
12. General Conditions
12.1 No waiver of any breach of this Agreement shall be treated as a waiver of any other or any subsequent breach. The failure of either party to enforce any provision of this Agreement at any time shall not be interpreted as a waiver of that provision.
12.2 This Agreement constitutes the entire agreement between the parties and will supersede all previous negotiations, commitments and representations. We both agree for the purposes of section 5D of the Fair Trading Act 1986 that sections 9, 12A and 13 of the Fair Trading Act do not apply.
12.3 Any variation to this Agreement shall not be binding unless it is agreed in writing by both parties.
12.4 If any provision of this Agreement is invalid or unenforceable, any other provision which is self-sustaining and capable of separate enforcement continues to be valid and enforceable.
12.5 This Agreement shall be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to this Agreement
