Terms and Conditions
These terms and conditions of business cover PANmedia Limited's ("PAN", "us", "we" or "our") obligations as a service provider and your obligations as a customer. All work is carried out under these terms and conditions unless otherwise agreed in writing. It is your responsibility to ensure that these terms and conditions are read and understood. Please read them carefully.
These Terms were last updated on 9th December 2011.
Confidentially and Non-Disclosure
You agree to provide us with any information or assistance that we require, within reason, to perform the agreed services including access to your premises, staff, information technology and other systems.
We will hold in confidence all confidential or proprietary information concerning you or your affairs we acquire in the course of providing services to you. We will not disclose any of your information to any other person unless:
- you instruct us to do so; or
- we are required by law to do so; or
- such disclosure is required for any internal quality assurance purposes.
We will not disclose to you confidential information belonging to any other client. You agree to hold in confidence any confidential or proprietary information belonging to us.
Conflicts of Interest
We reserve the ability to decline the provision of services if it presents a direct conflict of interest with an existing relationship. It is our responsibility to identify any conflicts of interest to any existing and potential customers and your responsibility to inform us of any of your business activities that may be a conflict of interest.
Storage of Property
Every care will be taken to secure goods when you supply information, materials or equipment. Your property and all property supplied to us by you, or on behalf of you, shall be held at your own risk.
Our Advice and Services
You agree not to:
- Use our services or advice other than for the purpose for which they were sought;
- Disclose to any other person any advice or opinion we give you, or
- Use our name in connection with any offering document, financial statement, report or other public document, without prior written consent.
Our fees, or the basis upon which our fees will be calculated, will be set out in an engagement letter, in a separate schedule of fees or in other contracts. Estimates or quotes may be provided throughout the duration of our engagement.
Estimates, Quotes and Specifications
Unless otherwise stated, estimates and quotes are valid for 30 days. We reserve the right to review and/or alter pricing for goods or services at any time. Any fees quoted in these documents are determined at the time they are provided to you and based on the information provided at the time. Any variation to these specifications may result in additional charges. Written instructions and specifications are preferred and we shall not be held liable for errors and omissions arising from an oversight or a misinterpretation of verbal instructions.
Any materials or costs incurred as part of this engagement including but not limited to; outsourced services, mobiles/data/toll charges, postage/courier/shipping, packaging, printing, travel, accommodation, will be on-charged including a reasonable margin where applicable.
Payment of Fees
GST (if any) will be applied to our fees and other charges. Unless stated all quotes, estimates and pricing schedules are exclusive of GST. Unless agreed in writing prior to commencement of work, payments for fees, costs or goods supplied are due in full by the 20th of the month following the billing date.
If any amount you owe us is more that 7 days overdue:
- We may charge interest at 2% above the 90-day Bank Bill Rate;
- We may suspend work;
- We may exercise a lien over any work or documents that are in our possession;
- We may refer any outstanding amounts onto a collection agency or other third party, and you may be liable for associated fees, commissions and costs incurred in this process. Cancelled or Suspended Work
The suspension of any work on the client's request will entitle us to payment in full for all services and costs occurred up to the time of suspension and for any work already completed that has costs outstanding. If any work or orders are cancelled we are entitled to be compensated for any expenses or losses incurred.
You agree that during the provision of services, and for a period of 12 months thereafter, you will not make any offer of employment to any of our partners, employee or contractors involved in the provision of the services without our prior written consent. You agree that should you employ any PANmedia partner or employee involved in the provision of services during the provision of services, and for a period of 12 months thereafter, you will pay us a fee equal to 50% of the remuneration package offered to the person(s) concerned.
Ownership of Work
You will acquire ownership of the final work produced under this engagement upon full payment of fees and other charges.
Work samples, sketches, concepts, development work, demo models, other work submitted on a speculative, conceptual, or developmental basis do not form part of the final product and remain our property. These works cannot be distributed, modified or used by you for any purposes unless otherwise agreed in writing. Unless otherwise agreed or permitted by way of an applicable license, software developed by us including; software source code, integrated software, product customisations, applications, development frameworks, tools and plugins remain our intellectual property and cannot be distributed, sold, modified or adapted in any way.
Any third party software utilised is subject to any existing licenses pertaining to the ownership and/or use of the software. Use of any third party software is bound by its applicable license(s).
Electronic Services and Communications
You authorise us to communicate with you and others electronically. This may include instructions such as briefs, requirements, approvals or purchase orders. Emails are deemed as written communications. Electronic services and communications can be subject to interference or corruption. We do not warrant that our electronic communications will always be accurate, complete, confidential and secure.
We only support technologies current at the time of development and we accept no responsibility if changes to technology outside of our control renders a product or service depreciated, or as no longer accessible.
We shall not be held responsible for any delay, damage, or loss due to any causes beyond our control such as; Acts of God, accidents, infrastructure or equipment failure, and industrial disputes.
Limitation of Liability
We shall not be liable for any direct or indirect loss to a client or other third party arising from failure of equipment, errors in carrying out the work or by delay in delivery.
Guarantee of Suitability
No guarantee shall be given or implied that any products, goods or services supplied or designed to instructions are suitable for specific requirements unless those requirements are documented and/or from part of the original quotation and/or specification.
Our relationship with you is governed by New Zealand law. New Zealand courts shall have exclusive jurisdiction over any dispute arising out of this agreement or the agreed services.
Addressing Complaints and Resolving Disputes
We always welcome your feedback on our services. If you have a complaint, or would like to discuss how we can improve, please contact the partner or director who has overall responsibility for the matter. This person will be identified in your engagement letter. We are committed to investigating and resolving any concerns or complaints you may have as soon as possible. In some cases, it may be necessary for us to suspend work until the dispute is resolved. If we cannot agree on the solution to your concern, we will both attempt to resolve the matter through mediation or some other form of alternative dispute resolution, before commencing legal proceedings. You must commerce any complaints or proceedings against us within three months of the cause of action arising.
Claims for Remedy
Any complaint shall be made in writing within 30 days of receipt of goods or services in order to remedy faults or complaints. Any disputes received outside of this time frame will be deemed null and void.
Termination of Engagement
If you wish to terminate your agreement with us you must give us at least 30 calendar days notice in writing. Upon termination, all fees and expenses incurred including any products or services you have booked such as media, advertising or other supply or service contracts must be paid. We may terminate this agreement for good cause by giving you at least 30 calendar days notice in writing.
Copyright and Intellectual Property
PANmedia shall be indemnified in respect to any claims, costs and/or expenses arising from any matter, which is illegal, or in breach of the Fair Trading Act 1986 or any other statute or any infringement of copyright, patent or design where the infringement has been a result of a client instruction or action.
Use of Work for Marketing Purposes
We reserve the right to display and disclose client?s finished work for marketing purposes unless otherwise agreed in writing prior to work commencing. Unless otherwise agreed we also reserve the right to display our name, a link and/or associated branding within the finished product. This may include displaying our name and a link at the bottom of webpages. If a site utilises any of our products this may also be displayed.
Media Engagement Terms and Conditions
Client appoints PANmedia Limited to be client's media agent. PAN will supply services as agreed in writing with client. We may enter into such contractual arrangements with media or others as necessary to implement the services. PAN will do its best to obtain reasonable commercial rates and volume incentive discounts with regard to prevailing market conditions from media. PAN may place orders with media in client's name using such accreditation and other facilities as we have negotiated with the media. PAN will in turn invoice client for the gross media charges.
If client requires PAN to cancel or vary any particular service after a cancellation deadline imposed by any media, whether or not that deadline is known to client:
- PAN will endeavor to implement that cancellation or variation;
- Client acknowledges that the cancellation or variation may nevertheless result in client being charged for the particular service;
- Client may be required to pay PAN a sum equal to the revenue PAN would have been entitled to receive but for the variation of cancellation;
- Client indemnifies PAN against, and will pay to PAN all costs and losses incurred arising from, any such cancellation or variation.
We may decide to pay particular media earlier than due date (an advance payment). In such circumstances we may keep any early payment benefits (whether discount or other remuneration) obtained from the media in return for any advance payment (exclusive of any other remuneration due to it).
Client will ensure that anything it wishes to publish or broadcast via PAN does not breach any statute regulation or rule of law (and client indemnifies PAN accordingly).
Client agrees that PAN may not, as a result of this agreement terminating, have been fairly or properly compensated for particular services at the termination date. Where this agreement terminates with PAN having provided services to client which form part of a campaign or promotion that is not wholly published, broadcast or otherwise completed, then client will be liable to remunerate PAN for those services.