terms and conditions.

1.1In 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.

1.2In this Agreement, unless the context otherwise requires:

2.1We 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.

2.2We make no representation or warranty that the Services will result in any increase in turnover, profit or improvement in business performance.

2.3Whilst we use reasonable endeavours to meet any timescales in relation to the performance of the Services any timescales are estimates only.

2.4You 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.

3.1We will be entitled to render monthly invoices to you in respect of the Fees.

3.2You shall pay our Fees within 7 days of our invoice unless otherwise agreed.

3.3Without limiting any of our other rights, if you fail to make payment of any amount when due:

4.1The term of this Agreement shall be as set out in the Deliveries Profile or as may be otherwise agreed between us.

4.2Either party (First Party) may terminate this Agreement immediately by delivery of written notice to the other party (Second Party) if:

4.3Completion of any onboarding, strategy or set-up stage described in the Deliveries Profile does not oblige either party to continue into a retainer. Either party may decline to proceed at the end of that stage, without notice and without further liability, other than for Fees already incurred.

4.4Once a retainer has commenced, and except where termination is due to a material breach under Clause 4.2, the following notice periods apply:

4.5Fees remain payable in full for the duration of any notice period given under Clause 4.4, and we will continue to provide the Services in accordance with the Deliveries Profile for that period.

4.6The termination of this Agreement shall be without prejudice to the rights and obligations of the parties immediately before termination.

5.1All 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 your 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.

5.2All 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).

5.3Any Intellectual Property that is created or discovered by us in carrying out the Services that relates to:

5.4We 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.

6.1We 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.

6.2On 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.

7.1We 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.

7.2Our 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.

7.3We 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.

8.1We 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.

9.1We 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.

9.2Neither party may assign this Agreement without the prior written consent of the other party.

10.1Any notice required by this Agreement to be given shall be in writing and may be given by email to:

11.1The relationship between us is that of client and contractor and not of employer and employee or principal and agent.

12.1No 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.

12.2This 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.

12.3Any variation to this Agreement shall not be binding unless it is agreed in writing by both parties.

12.4If 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.

12.5This 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.

accounts

Some features of our website require you to create an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to provide accurate and complete information when creating your account.

We reserve the right to suspend or terminate accounts that violate these terms or that have been inactive for an extended period.

seekers programme

The Seekers loyalty programme is subject to its own rules and conditions. Points and rewards have no cash value and cannot be transferred or exchanged outside of the programme. We reserve the right to modify the programme structure, point values, and available rewards at any time.

Abuse of the programme, including manipulation of points or fraudulent activity, may result in account suspension and forfeiture of accumulated points and rewards.

website content and user submissions

All content on this website, including text, graphics, logos, images, and software, is the property of Wallace and Henry House Limited or its content suppliers and is protected by New Zealand and international copyright laws. You may not reproduce, distribute, modify, or create derivative works from any content on this website without our express written permission. Our newsletter content is provided for personal use only and may not be redistributed without permission.

By submitting content to our website, including comments, feedback, and game scores, you grant us a non-exclusive, royalty-free, worldwide licence to use, reproduce, and display that content in connection with our services. You are solely responsible for any content you submit and agree not to submit content that is unlawful, offensive, or infringes on the rights of others.

website availability

Our website is provided on an "as is" and "as available" basis. We make no warranties, express or implied, regarding the reliability, accuracy, or availability of the website, and we reserve the right to modify, suspend, or discontinue any part of it at any time without prior notice.