FILL THE GAP LIMITED
TERMS OF ENGAGEMENT
1.1. Thank you for choosing to work with Fill The Gap Limited (‘us’, ‘we’ ‘our’). These Standard Terms of Engagement (‘Terms’) apply in respect of all services provided by us to you, except to the extent that we otherwise agree with you in writing. You acknowledge that you have read, understood and agree to be bound by them and agree to these Terms on behalf of any entity you represent.
1.2. These Terms apply to any current and all future engagements. From time to time, we may vary these Terms. If we do so, the varied terms will appear on our website www.fillthegap.co.nz. If you continue to work with us following a variation of these Terms, you will be deemed to have agreed to the varied terms.
2.1. We will provide you with services as agreed between us from time to time in our proposal document and will include any further services or changes to existing services (‘Services’).
3. FEES, INVOICING AND PAYMENT
3.1. You agree to pay the fees agreed between us in writing from time to time (‘Fees’). Unless we agree otherwise, the following will apply to our Fees:
a. They are quoted in New Zealand dollars and exclude GST.
b. We will invoice you in advance on the 20th of each month.
c. You will pay our invoices within 14 days of the date of the invoice and all deposits or advanced payments are non-refundable.
d. If our invoices are not paid by the due date, we may charge interest at the rate of 15% per annum. Accounts not paid within 90 days may be forwarded to a debt collection agency and the account holder will be responsible for paying any administration costs, collection costs and legal fees.
e. If not paid by the due date, we may, at our sole discretion, suspend the Services until the invoice is paid.
3.2. When we provide an estimate for Services, these are just an estimate and are not a fixed fee. When we provide a fixed fee for Services, we will charge this for the agreed scope of the Services and any subsequent work which falls outside that scope or changes in your instructions from originally stated requirements may incur extra charges.
3.3. When providing Services, we may incur disbursements or expenses or have to make payments to third parties on your behalf. These will be included in our invoice to you when the expense is incurred. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf.
4.1. We will start providing you with the Services on the start date for the initial term as agreed between us. After the initial term we may continue to provide the Services on a month by month basis. If you request to end the Services before the end of the initial term we may charge you the Fees for the full initial term.
4.2. We may terminate providing you the Services immediately without any liability on giving notice to you if:
a. You breach these terms, including failure to pay the Fees; or
b. You have an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, become subject to any form of external administration or cease to continue business for any reason.
4.3. On termination or expiration of the Services we may invoice you for all amounts then due but unbilled including the remaining term of any third-party service subscription that we have subscribed to on your behalf.
5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
5.1. Confidentiality: We will not disclose to any other person any confidential information that we obtain in providing the Services except to the extent required by law or where you authorise us to do so.
5.2. Intellectual property: We retain copyright and all other intellectual property rights in all materials, documents, presentations, know-how and anything else generated in the course of providing the Services (‘Our IP’). Subject to receiving full payment for the Services, we grant you a non-exclusive, non-transferrable licence to use Our IP for the purpose of enabling you to use any marketing content material, documents and presentations that we have prepared for you for your own business purposes.
5.3. Third Party intellectual property: All intellectual property rights owned by third parties will be retained by those parties unless otherwise stated and will be subject to any terms and conditions set by those third parties.
5.4. Logins: We may need access to your website, social media profiles and any other relevant platform when carrying out the Services. You will give us access in a timely manner and we will hold any login information securely.
5.5. Retention of files: You authorise us (without further reference to you) to destroy all files and documents for this matter (other than any documents that we hold in safe custody for you) one month after our engagement ends, or earlier if we have converted those files and documents to an electronic format and supplied to you.
6.1. While providing the Services, we may collect and hold personal information about you. We will use that information to carry out the Services, to undertake credit management, and to inform you of issues we believe may be of interest to you.
6.2. You authorise us to obtain from any person, or release to any person, any information necessary for any of those purposes, and you authorise any person to release to us information that we may require for any other those purposes. We may disclose your name and address to third parties such as credit agencies to undertake credit management or collection processes if it is reasonable to do so.
6.3. Information concerning you may be stored physically or electronically (including in offshore facilities) by us or any supplier of ours. We will take reasonable and appropriate steps to protect this information from unauthorised access or disclosure. If you are an individual and the information is held in a way that can readily be retrieved, you have the right to access and correct this information by emailing email@example.com.
7. THIRD PARTY PRODUCTS
7.1. If you engage us for Services that require us to use a third party provider’s software and/or require us to subscribe to a third party provider’s software as a service on your behalf, such as LINQ and IQOffice, you understand that you agree to those providers’ terms and conditions and privacy policies and you authorise us to accept these terms and conditions on your behalf.
7.3. You understand that we give no warranty as to the accuracy, functionality or suitability of such products and exclude all liability to you for any loss you suffer as a result of those products.
8. WARRANTIES AND LIABILITY
8.1. Unless expressly set out in our proposal document, we give no warranty about the Services. Without limiting the foregoing, we do not guarantee results or warrant that the Services will meet your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
8.2. You warrant and represent that you are receiving the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services.
8.3. To the extent allowed by law, our maximum aggregate liability to you (whether in contract, tort, negligence, equity or otherwise) in connection with the Services is limited to the Fees paid by you under these Terms for the preceding six months. We will not be liable to you under or in connection with the Services and these Terms for any loss of profit, data, savings, business, revenue, and/or goodwill or any indirect, consequential, incidental or special loss of damage of any kind.
9.1. Force Majeure: We shall not be responsible for any delay, suspension or failure to provide the Services arising out of any circumstances outside of our reasonable control, including but not limited to, acts of God, governmental actions, labour difficulty, war or national emergency, terrorism, fire, explosion, flood, an act or omission of a third party, failure of performance provided by others, internet interruption or virus, breakdown software, hardware or communication network.
9.2. Notices: Any notice given under these Terms by either you or us to the other must be in writing by email and will be deemed to have been given on transmission. Notices to us must be sent to firstname.lastname@example.org or to any other email address notified by email to you by us. Notices to you will be sent to the email address which you provided when you requested the Services.
9.3. Severability: Any illegality, unenforceability or invalidity of a provision of these Terms does not affect the legality, enforceability or validity of the remaining provisions of these Terms.
9.4. Waiver: To waive a right under these Terms, that waiver must be in writing and signed by the waiving party.
9.5. Law: These Terms are governed by, and must be interpreted in accordance with, the laws of New Zealand. You agree to submit to the non-exclusive jurisdiction of the courts of New Zealand in relation to any dispute connected with these Terms.
9.6. Signature binding: You warrant that you have the authority to bind the organisation you represent and that we can rely on your electronic signature to indicate your approval of these Terms.