Terms and Conditions
In these Terms of Business:
These Terms of Business apply to services provided by Point B Marketing Limited (4344238) referred to as Point B, we, us or our.
The organisation or individual engaging Point B is referred to as the Client, you, or your.
1.0 ACCEPTANCE AND CONTRACT
These Terms of Business apply to services supplied by Point B where they are referenced in a proposal, estimate, Scope of Work, Engagement Agreement or other written agreement.
By signing, electronically accepting or otherwise approving a proposal or agreement that references these Terms, you agree to be bound by them.
The agreement between Point B and the Client consists of:
1. the accepted proposal, Scope of Work or Engagement Agreement;
2. any service-specific terms identified in that document, including our Website Design & Development Terms where applicable; and
3. these Terms of Business.
If there is an inconsistency, the specific terms expressly agreed in the accepted proposal or Scope of Work will take precedence over these general Terms of Business to the extent of that inconsistency.
2.0 OUR SERVICES
Point B provides strategic marketing, branding, creative, content, digital, website, advertising, communications and related professional services.
The specific Services, deliverables, fees, assumptions and expected timing for an engagement will normally be described in the relevant proposal, Scope of Work or Engagement Agreement.
Any service or deliverable not expressly included within the agreed scope is excluded unless subsequently agreed in writing.
3.0 WORKING TOGETHER
Point B will perform the Services with reasonable care and skill and work collaboratively with you to deliver the agreed outcomes.
You agree to provide the information, access, materials, instructions, feedback and approvals reasonably required for us to provide the Services.
Unless otherwise agreed, you will nominate an authorised representative who may provide instructions, feedback and approvals on behalf of your organisation.
Point B may rely on those instructions and approvals.
4.0 SCOPE AND CHANGES
Our fees and timelines are based on the scope, assumptions and information available when the work is quoted.
Changes to the scope may include:
– additional deliverables;
– additional or materially changed requirements;
– additional rounds of revisions;
– changes to previously approved work;
– additional meetings or consultation outside the agreed scope;
– delays or additional work caused by incomplete or changed Client information; and
– work not otherwise included in the accepted proposal.
Where a requested change materially affects fees or timing, Point B will advise you before undertaking the additional work.
Approval of additional work may be provided in writing, including by email.
Additional work will be charged at the rate agreed for the work or, where no specific rate has been agreed, Point B’s applicable current rate.
5.0 ESTIMATES AND FEES
All prices are in New Zealand dollars and exclude GST unless expressly stated otherwise.
A quote described as a fixed fee will remain a fixed fee provided the scope and assumptions on which it was based do not materially change.
An estimate is our reasonable assessment of the anticipated cost based on information available at the time, rather than a guaranteed fixed price.
If we become aware that an estimate is likely to be materially exceeded, we will advise you and, where appropriate, provide an updated estimate before continuing the affected additional work.
Third-party costs, media spend, licence fees, printing, hosting, stock assets, software subscriptions, travel and other external costs are excluded unless expressly included.
6.0 INVOICING AND PAYMENT
Unless otherwise agreed in writing, Point B will invoice work as it is completed.
For projects extending across multiple months, we may invoice work progressively based on work completed during each month.
Invoices are payable by the 20th of the month following invoice unless alternative payment terms have been agreed.
If an undisputed invoice becomes overdue, Point B may suspend further Services until payment is brought up to date.
Reasonable costs incurred by Point B in recovering overdue amounts may be charged to the Client where permitted by law.
7.0 TIMELINES
Any project schedule or completion date is based on the scope and dependencies known at the time.
Delivery depends on timely Client feedback, content, approvals, access and information, as well as any identified third-party dependencies.
Where these are delayed or requirements change, project milestones and the final delivery date may also change.
Point B will keep the Client reasonably informed where we become aware of a material change to the expected schedule.
8.0 APPROVALS
Point B may ask you to approve strategy, copy, creative, artwork, layouts, designs, functionality or other deliverables during an engagement.
Approval allows us to proceed in reliance on that decision.
You are responsible for reviewing Client-specific factual information, names, contact details, prices, statements, claims and other content prior to final approval.
Changes requested following approval may be treated as additional work where they require work already completed to be materially changed or repeated.
9.0 INTELLECTUAL PROPERTY
9.1 CLIENT MATERIAL
You retain ownership of intellectual property you provide to Point B.
You confirm that you have the necessary rights and permissions for us to use those materials for the purposes of providing the Services.
9.2 POINT B BACKGROUND INTELLECTUAL PROPERTY
Point B retains ownership of its pre-existing intellectual property and reusable materials, including methodologies, know-how, processes, systems, templates, working methods and materials developed independently of the Client engagement.
9.3 FINAL DELIVERABLES
Unless otherwise stated in the proposal, once all invoices relating to the relevant work have been paid in full, the Client will own the intellectual property in bespoke final deliverables created specifically for the Client, excluding Point B background intellectual property and third-party materials.
Where Point B background intellectual property is incorporated into a final deliverable, Point B grants the Client a perpetual licence to use that material as part of the final deliverable for the Client’s business purposes.
9.4 THIRD-PARTY INTELLECTUAL PROPERTY
Third-party materials remain subject to their applicable licences and ownership arrangements. These may include software, plugins, fonts, stock photography, video, music, platforms and other licensed material.
Point B cannot transfer ownership of third-party intellectual property where it does not own those rights.
10.0 SUBCONTRACTORS AND SUPPLIERS
Point B may engage specialist employees, contractors, developers, photographers, production suppliers and other third parties where appropriate to provide the Services.
Point B remains responsible for managing the Services it has agreed to deliver, subject to any third-party terms or exclusions expressly identified to the Client.
11.0 CONFIDENTIALITY
Each party may receive confidential information belonging to the other.
Both parties agree to protect confidential information and use it only for purposes connected with the engagement, except where disclosure is authorised, required to deliver the Services or required by law.
These obligations continue after the engagement ends.
12.0 PORTFOLIO AND PROMOTION
Unless otherwise agreed in writing or subject to confidentiality obligations, after work has been publicly released Point B may identify the Client as a client and display the final publicly available work in its portfolio, website, social media, credentials, awards submissions and new-business material.
Point B will not disclose the Client’s confidential information in doing so.
13.0 PRIVACY
Each party will comply with its obligations under applicable New Zealand privacy law when handling personal information in connection with the Services.
Point B’s handling of personal information is also described in its Privacy Policy.
14.0 ENDING AN ENGAGEMENT
Either party may terminate an ongoing engagement in accordance with any notice period stated in the applicable proposal or Engagement Agreement.
For project work, if the Client cancels a project before completion, the Client remains responsible for:
– Services performed up to the termination date;
– work reasonably committed or underway;
– approved third-party commitments that cannot reasonably be cancelled; and
– other amounts expressly agreed in the applicable proposal.
Point B will provide completed paid-for deliverables that are reasonably capable of being handed over at that point.
15.0 LIABILITY
Point B will not be responsible for errors in final work where the relevant material was supplied or expressly approved by the Client, except to the extent Point B has independently introduced the error after Client approval.
To the extent permitted by law, Point B will not be liable for indirect or consequential loss arising from the Services.
16.0 CONSUMER GUARANTEES ACT
The guarantees contained in the Consumer Guarantees Act 1993 are excluded where the customer acquires goods and services from us for the purposes of a business in terms of sections 2 and 43 of that Act.
17.0 EVENTS OUTSIDE REASONABLE CONTROL
Neither party will be liable for a failure or delay caused by circumstances outside its reasonable control, except that this provision does not remove an obligation to pay for Services already supplied.
18.0 GENERAL
Changes to an agreed Contract must be agreed in writing.
If any provision is found invalid or unenforceable, the remaining provisions will continue to apply.
These Terms and the applicable accepted proposal or agreement constitute the agreement governing the relevant Services.
The Contract is governed by New Zealand law.