Terms of trade.
1.
Introduction
1.1.
All services supplied by Mammoth Marketing Limited ("Mammoth Marketing") are supplied on these terms, unless otherwise agreed in writing.
2.
Quoting and Pricing
2.1.
The price for services will be as quoted by Mammoth Marketing to the customer. If Mammoth Marketing has not provided a written quote, Mammoth Marketing's standard charges will apply.
2.2.
All prices are exclusive of GST.
2.3.
Any quote remains available for acceptance for a period of 30 days from the date of submission and after this period is subject to confirmation by Mammoth Marketing.
2.4.
Mammoth Marketing may withdraw a quote for the provisions of services at any time before it is accepted by the customer.
3.
Obligations
3.1.
Mammoth Marketing will provide the services in a timely and efficient manner as further described in these Terms of Trade.
3.2.
Mammoth Marketing will not be liable for any delay or non-performance in providing the services if the delay or non-performance is attributable, either directly or indirectly, to circumstances beyond the control of Mammoth Marketing.
3.3.
The customer will pay all amounts due and payable to Mammoth Marketing.
4.
Payment
4.1.
Payment must be received by Mammoth Marketing within 7 days following Mammoth Marketing's invoice being sent to the customer.
4.2.
Mammoth Marketing may charge the customer a surcharge for payments made by credit card.
4.3.
All amounts outstanding after the due date will be subject to a late payment interest charge of up to 2% per month compounding. Mammoth Marketing may also recover from the customer all legal and debt collection costs, including legal costs on a solicitor/client basis, incurred by Mammoth Marketing in enforcing or attempting to enforce its rights under these Terms of Trade.
4.4.
If the customer does not pay Mammoth Marketing's invoice within 20 days, Mammoth Marketing may, upon one days' notice in writing to the customer, suspend its obligation to provide the applicable services or complete any work on the project until the customer pays the corresponding invoice in full. Mammoth Marketing's other rights and remedies remain otherwise unaffected.
5.
Ownership of Intellectual Property
5.1.
Except as expressly provided in this agreement, the customer acknowledges and agrees that:
- It shall have no right, title or interest in or to Mammoth Marketing's intellectual property; and
- Mammoth Marketing will remain the sole and exclusive owner of Mammoth Marketing's intellectual property
5.2.
Unless otherwise agreed in writing by the parties and subject to clause 5.3, any improvements, developments or modifications to Mammoth Marketing's intellectual property created by Mammoth Marketing working on the customer's file will be owned solely and exclusively upon creation by Mammoth Marketing.
5.3.
Unless otherwise agreed in writing by the parties, all intellectual property developed or created by Mammoth Marketing in providing the services to the customer will be owned solely and exclusively by Mammoth Marketing automatically upon creation and Mammoth Marketing may commercially exploit, use, transfer or otherwise deal with such intellectual property as it sees fit at its absolute discretion and the customer waives, transfers and assigns all rights, title and interest it may have in such intellectual property to Mammoth Marketing absolutely.
5.4.
Mammoth Marketing hereby grants the customer non-exclusive, non-transferable licence to use Mammoth Marketing's intellectual property for the term solely for the purpose and to the extent strictly necessary for the provision of the services in accordance with this agreement.
5.5.
Mammoth Marketing will retain all legal and beneficial ownership of any and all intellectual property and projects until it delivers a finished project to the customer and receives payment in full for them, upon which title will pass to the customer and Mammoth Marketing will be deemed to have released any Security Interest it may have.
6.
Force Majeure
6.1.
Neither party will be liable to the other party for any failure or delay in the performance of its obligations under this agreement, if such failure or delay occurs as a result of a force majeure event.
7.
Termination
7.1.
Without prejudice to any of Mammoth Marketing's other remedies, if any amount payable by the customer to Mammoth Marketing is overdue or the customer becomes insolvent, commits any act of bankruptcy, enters into or is likely to enter into any arrangement with its creditors, or in the case if a customer does any act that would render it liable to be liquidated, or if a resolution is passed or proceedings commenced for the liquidation or voluntary administration of the customer, or if a receiver is appointed in respect of all or any part of the customer's assets, then:
- Mammoth Marketing may cancel any outstanding order or arrangement with the customer; and
- Any moneys payable by the customer to Mammoth Marketing whether due for payment or not will become immediately due and payable
8.
Disputes
8.1.
In the case of any dispute between Mammoth Marketing and the customer as to the carrying out and execution of the work, or as to any matter or thing of whatsoever nature arising from or in connection with the work, then the following shall apply:
- The parties shall first endeavour to resolve any dispute or difference by agreement and if they agree, by mediation;
- Unless the dispute or difference is resolved by mediation or other agreement within 30 days. If the parties are unable to agree on an arbitrator, an arbitrator shall be appointed upon a request of any party, by the president or vice-president of the New Zealand Law Society. The appointment shall be binding on all parties to the arbitration and should be subject to no appeal. The provisions of Article 11 of the First Schedule of the Arbitration Act 1996 are to be read subject to this and varied accordingly.
9.
Notices
9.1.
All notices or other communications to be given under these Terms of Trade will be given to the recipients last known place of address.
9.2.
We will from time to time send you information, such as client newsletters, updates and other material that may be relevant to you. These may be sent in electronic form to the email address provided by you. Unless you tell us, otherwise, we will assume you agree to receive this information.
10.
General
10.1.
No Waiver
No waiver of any breach of, or failure to enforce, any provisions of these Terms of Trade at any time, by any party in any way effects, limits or waives the right of such party thereafter to enforce compliance with these Terms of Trade.
No waiver of any breach of, or failure to enforce, any provisions of these Terms of Trade at any time, by any party in any way effects, limits or waives the right of such party thereafter to enforce compliance with these Terms of Trade.
10.2.
Entire Agreement
These Terms of Trade record the entire agreement between the parties and prevails over any earlier agreement, written or oral, which have no further effect.
These Terms of Trade record the entire agreement between the parties and prevails over any earlier agreement, written or oral, which have no further effect.
10.3.
Amendments
No amendments to these Terms of Trade is enforceable unless it is in writing and signed by the parties.
No amendments to these Terms of Trade is enforceable unless it is in writing and signed by the parties.
10.4.
Direct Assurance
Each party will promptly do everything reasonably required to give effect to these Terms of Trade.
Each party will promptly do everything reasonably required to give effect to these Terms of Trade.
10.5.
Partial Invalidity
If any part of these Terms of Trade is held to be invalid or unenforceable by any judicial or other competent authority, but would be valid or enforceable if some part of the provision were modified or deleted, the provision in question will apply with the minimum modification or deletion necessary to make it valid and enforceable, and the other provisions of these Terms of Trade will be unimpaired and will remain in full force and effect.
If any part of these Terms of Trade is held to be invalid or unenforceable by any judicial or other competent authority, but would be valid or enforceable if some part of the provision were modified or deleted, the provision in question will apply with the minimum modification or deletion necessary to make it valid and enforceable, and the other provisions of these Terms of Trade will be unimpaired and will remain in full force and effect.
11.
Confidentiality
11.1.
The parties agree that during the course of this agreement, it may be necessary for the customer to share proprietary information with Mammoth Marketing including trade secrets, industry knowledge, and other confidential information in order for Mammoth Marketing to complete the project in its final form. Mammoth Marketing will not share any of this proprietary information at any time either during the duration of the project or after the work is completed.
12.
Customer Warranty
12.1.
The customer represents and warrants that it has the rights to use any proprietary information, including, but not limited to, trade secrets, trademarks, logos, copyrights, images, data, figures and content and other intellectual property that it may provide to Mammoth Marketing to be included in the project. In the event that the customer does not have these rights, the customer will indemnify Mammoth Marketing for any loss or damage that Mammoth Marketing may incur.
13.
Disclaimer
13.1.
Mammoth Marketing creates for the customer's purposes and to the customer's specifications. Mammoth Marketing does not represent or warrant that the project will create any additional profits, sales, exposure, brand recognition or the like and Mammoth Marketing has no responsibility to the customer if the project does not lead to the customer's desired results.
14.
Marketing
14.1.
Mammoth Marketing may use the customer's project in their marketing, provided they have first obtained the consent of the customer. Such marketing may include but is not limited to:
- Including a reference on the bottom of the project website, crediting the design, development and/or hosting of the website to Mammoth Marketing;
- Featuring the project in our portfolio to showcase our work;
- Listing the project on any marketing materials, including on the Mammoth Marketing website
15.
Services
15.1.
Marketing Consultation
Mammoth Marketing charges $150 per hour for any consultation over and above the amount specified in the proposal.
Mammoth Marketing charges $150 per hour for any consultation over and above the amount specified in the proposal.
15.2.
Copywriting & Graphic Design
Mammoth Marketing charges $100 per hour for any copywriting & graphic design over and above the amount specified in the proposal.
Mammoth Marketing charges $100 per hour for any copywriting & graphic design over and above the amount specified in the proposal.
15.3.
Website Design & Development
Mammoth Marketing charges $100 per hour for any website design and development over and above the amount specified in the proposal.
Mammoth Marketing charges $100 per hour for any website design and development over and above the amount specified in the proposal.
15.4.
All website content, photography, and videos must be provided by the customer in a timely manner unless specified otherwise in the proposal.
15.5.
A new website project isn't a replication of your existing website. Mammoth Marketing may not be able to replicate certain functionality from your existing website.
15.6.
Mammoth Marketing supports the most common and widely used versions of Microsoft Edge, Google Chrome and Mozilla Firefox at the time of the delivery of the project.
15.7.
A domain name is the customer's responsibility. Mammoth Marketing needs access to the customer's name domain to setup the DNS information to point to the new website.
15.8.
The customer is responsible for hosting their email address. This can usually be set up through a domain provider or through G Suite or Microsoft 365.
15.9.
Email marketing software is not included. The customer needs to sign up for a third-party email marketing package (eg. Mailchimp, Autopilot, or Active Campaign). Mammoth Marketing can integrate the customer's website with their chosen email marketing software. Zapier may be required to integrate with the customer's chosen email marketing software.
15.10.
While building new websites, we add keywords into the title tags, headings, and alt tags for search engine optimisation purposes. For ongoing search engine optimisation, we have recommended partners you can work with.
15.11.
Once the website has been fully paid for and at the customer's request, Mammoth Marketing can transfer the website, hosting fees, and ownership of the website and content to the customer. From this point onwards, Mammoth Marketing is unable to provide website support.
15.12.
Website Hosting & Support
All customers must adhere to the chosen web platform's Terms of Service.
All customers must adhere to the chosen web platform's Terms of Service.
15.13.
Each website includes 1 hour of content loading per month. This hour expires at the end of each month and does not accumulate. These hours also cannot be used for new website developments.