Terms of Trade

PUNCH MARKETING – TERMS OF TRADE

These Standard Terms of Engagement (“Terms”) apply in respect of all work carried out by us for you, except to the extent that we otherwise agree with you in writing.

1. Services

A summary of the services which we are to provide for you are outlined below

2. Financial

2.1  Fees:

a.     The fess that we will charge, or the manner in which they will be arrived at, are as follows; hourly rate of amount agreed during initial consultation per hour. Our default hourly rate is $120+GST per hour
b.     Work that falls outside initially agreed scope will be charged on an hourly rate basis. We will advise you as soon as reasonably practicable if it becomes necessary for us to provide services outside the agreed scope and, if requested, will give you an estimate of the likely amount of the further costs.
c.     Where our fees are calculated on an hourly basis, the hourly rates are set at (as agreed during initial consultation / or at our default hourly rate of $120+GST) per hour. Any difference in rates outlined herewith reflects the experience and specialisation of our professional staff.

2.2  Disbursements and expenses: In providing services we may incur disbursements 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.

2.3  GST (if any): Is payable by you on our fees. All quoted or estimated rates exclude GST unless stated otherwise

2.4  Invoices: We will send you an invoice at the completion of work done. We may also send you a deposit or interim invoice, usually prior to work beginning, monthly or at specified periods, or if we incur a significant expense.

2.5  Payment: Invoices are payable within 14 days of the date of the invoice, unless alternative arrangements have been made. We may require interest to be paid on any amount which is more than seven days overdue. Any costs incurred in recovery outstanding invoices will be passed on to you. Unpaid amounts overdue in excess of 90 calendar days from the date he invoice was issued mat be referred for collection via a debt recovery agency at Punch Marketing’s discretion.

2.6  Security: We may ask you to pre-pay amounts to us, or to provide security for our fees and expenses. You authorise us:

2.6.1      To debit against amounts pre-paid by you; and
2.6.2      To deduct from any funds held on your behalf in our trust account, any fees, expenses or disbursements for which we have provided an invoice.

2.7  Third Parties: Although you may expect to be reimbursed by a third party for our fees and expenses, and although our invoices may at your request or with your approval be directed to a third party, nevertheless you remain responsible for payment to us if the third party fails to pay us.

3. Quotation

3.1  A quotation from contractor is without obligation for client, unless expressly stated otherwise in writing in the quotation.

3.2  A quotation is valid for thirty days from the date of the quotation, unless stated otherwise in the quotation.

3.3  Contractor is bound to the content of a quotation if client agrees in writing to the full quotation within fourteen days of the date of the quotation. If this written agreement takes place after the period of fourteen days, contractor has the right to depart from the quotation.

3.4  Client acknowledges that the quotation states correctly and in full the work that is to be carried out by contractor for client and what client can expect, unless this is departed from in writing in the contract.

4. Contract and termination

4.1  A quotation confirmed in writing by client for agreement is laid down in a contract.

4.2. A contract only becomes effective when signed by both parties.

4.3  A contract is concluded for an indefinite period unless otherwise expressly agreed by parties in writing in the contract. The contract for an indefinite period states the actual commencement date of the work.

4.4. If a contract is concluded for a definite period, parties agree on an actual commencement date and completion date for the work. Note that time estimates provided in documents such as (but not limited to) a website ‘Wireframe’ are indicative only as project guidelines. They do not constitute identification as contracted completion dates.

4.5  A contract for an indefinite period is terminable by either party. Termination of a contract for an indefinite period takes place by writing and in accordance with a term of notice of one calendar month. In accordance with this term of notice, the contract ends one calendar month after the date of registration of the termination.

4.6  A contract for a definite period is not prematurely terminable.

4.7  Either party can terminate the contract in writing, in whole or in part, with immediate effect and without notice of default, if the other party is granted a moratorium (temporary or otherwise), if a petition for bankruptcy is filed against the other party or if the business of the other party is liquidated or ended otherwise than for the purpose of reconstruction or merger of businesses. Contractor is not liable, on account of this termination, to any restitution of payment already received, nor to any payment of compensation. In the case of bankruptcy of contractor, the right to use the software provided to client lapses by law.

4.8  With regard to work performed and information input into any service channel, software platform or third party digital service offering; such as but not limited to, ‘Google My Business’, WordPress or Silverstripe websites or Google Adwords, Punch Marketing reserves the right to withdraw information /  data from these channels, services, service platforms etc., in order to protect intellectual property that could compromise PM’s position in the market if competitors were able to view it, use it and/or benefit from it. No financial compensation or refunds will be available if this happens. PM will not remove data that it deems not commercially sensitive as compromising intellectual property.

5. Confidentiality

5.1  We will hold in confidence a; information concerning you or your affairs that we acquire during the course of acting for you. We will not disclose any of this information to any other person in accordance with the New Zealand Privacy Act 1993 except:

5.1.1  To the extent necessary or desirable to enable us to carry out your instructions; or
5.1.2 To the extent necessary under New Zealand law

5.2  Confidential information concerning you will as far as practicable be made available only to those within our firm.
5.3  We will of course, not disclose to you confidential information which we have in relation to any other client.

6. Professional indemnity insurance & fidelity fund

We hold professional indemnity insurance that meets or exceeds standards.

7. Limitations on extent of our obligations or liability

Any limitations on the extent of our obligations to you or any limitation or exclusion of liability are set out above.

8. Complaints

We maintain a procedure for handling any complaints by clients, designed to ensure that a complaint is dealt with promptly and fairly. If you have a complaint about our services or charges, you may refer your complaint to the person in our company who has overall responsibility for your work, or any other employee who holds a more senior position on the company.

9. Google Adwords

9.1  After the Minimum Term, your Services Agreement will roll over on month by month basis, unless we receive 30 days written notification from you that you wish to terminate.

9.2  Punch Marketing (we, us, our, PM., as applicable) has been appointed as a Google AdWords Partner™ and is therefore authorized by Google Inc. (Google•) to offer you Marketing services that Include the use of Google AdWords.

9.3  The PM. Marketing Service will be provided to you in accordance with the PM. Services Agreement, these PM. Terms of Trade and Google AdWords’ terms and conditions at https://adwords.google.com/select/tsandcsfinder. In the event of any inconsistency the following order of priority applies (with the first listed having priority over the second and so on):

9.31. Google AdWords terms and conditions;
9.32. PM. Terms of Trade;

9.4  The PM. Marketing Service helps your business promote its products and services through advertising in the “Sponsored Links sections of the Google search results page, to the right and sometimes above relevant search results (the AdWords•). This is not the same as paid inclusion or paid placement in search results which some search engines offer.

9.5  The placement of AdWords normally requires you to have a Google AdWords account. As a Google AdWords Partner, PM. will provide you with a fully-managed search engine marketing service via the PM. Marketing Service, including account activation and management of your AdWords. PM will have access to the Adwords Account as it’s creator, and will provide full customer access to statistics via Google Analytics. Further reports will be generated as agreed between PM and you. If Adwords Account Management is terminated by either party PM will not, under any circumstances transfer the Account, to another party’s ownership, individual or business.

9.6  Definitions

The following terms have the meanings assigned to them when used in these terms and conditions:

9.6.1  Areas means the geographical area in which you would like your AdWords to appear in a Google search, as agreed within the campaign brief.

9.6.2  Categories means the interest categories within which you wish to place your AdWords; as agreed within the campaign brief.

9.6.3  Minimum Term means the minimum term for which you are contracted to receive the PM Marketing Service.

9.6.4  Monthly Charge means the amount you agree to pay us for each Service Period, which covers: (a) our set-up fees (if any); and (b) our management fees. All costs purchasing AdWords from Google, based on the amount of traffic that is available for the Categories and the Areas you have selected for your AdWords as agreed within the campaign brief will be paid directly to Google by you via Credit Card.

9.6.4.1 If, under extraordinary circumstances, PM agrees, to purchase the estimated costs to Google on your behalf; i.e. in purchasing AdWords from Google, based on the amount of traffic that is available for the Categories and the Areas you have selected for your AdWords as agreed within the campaign brief, this will be on-charged to you and payment will be due within 7 Days of PM’s invoice date to you. If payment is not received within this time-frame PM reserves the right to (a) charge you the customer interest on the amount outstanding; and/or (b) immediately pause or cancel your Google Adwords Account. No refund or reimbursement will be available to you the customer if PM takes this action.

9.6.5  Service Period means the one month period from the date your first AdWords campaign is published on Google until the same day of the following calendar month, and then each rolling monthly period thereafter (as the case may be).

9.6.6  Total Credit means, in respect of any given Service Period, the sum of your Monthly Charge for that Service Period together with any unused parts of previous Monthly Charge that have rolled-over.

9.7 Advertisements

In each Service Period, PM. will secure AdWords for you in the Categories and Areas PM. determines in accordance with the campaign brief, up to the value of your then current Total Credit. PM. does not guarantee the number of clicks delivered but we seek to get your AdWords the highest number of clicks practicable within your Total Credit for that particular month. You may request changes to: (a) any AdWords campaign in respect of your name, address and phone number; or (b) the Categories and/or Areas for any AdWords. These changes can be requested through the phone or email channel listed below. A change to the Categories and/or Areas may affect the cost to PM. of purchasing the AdWords for you.

9.8  Monthly Charge

You agree to pay the Monthly Charge each month in arrears until the expiry of the Minimum Term and for any extension to the Minimum Term in accordance with this Agreement. We will begin billing you for the PM. Marketing Service approximately one month after the date your first AdWords campaign is published. You must pay the full amount of our charges in accordance with these standard PM. Marketing Terms of Trade at http://www.punchmarketing.co.nz/terms-of-trade-marketing-consultants-agency-new-zealand-australia/

9.8.1  Your Monthly Charge is calculated in one of two ways;

9.8.1.1  At set charge out rates according to monthly Google PPC when monthly PPC charges under $500 per month.

9.8.1.2  For monthly PPC charges $500 and over a percentage of monthly PPC management fees structure exists.  The percentage is calculated by us according to spend in each month, at the conclusion of the month as per the Service Period.

9.8.1.3  PM reserves the right to alter monthly management fee structures at any time with immediate effect. Notice will be provided in writing to customers if this occurs.

9.8.1.4  Where you request any changes to your Adwords account (including fee structure and/or PPC charges) your request must be received bu us a minimum of fourteen (14) or more business days before the next Service Period. If possible, the change will take effect from the beginning of the next Service Period. Otherwise, the change will not take effect until the subsequent Service Period.

9.9  Monthly Reports

Following the end of each calendar month we will provide you with a monthly report showing how your campaign using the PM. Marketing Service is going. This will include (at a minimum):

9.9.1  Your ‘Impressions” –  the number of times your ad has been shown in Google search results

9.9.2  Your “Clicks” – The number of times your ad has been clicked by potential customers;

9.9.3  The amount of money we’ve paid to Google for your campaign using the PM. Marketing Service

9.9.4  Your “Click Through Rates” – the percentage of clicks you have received from potential customers in relation to Impressions

9.9.5  Number of “Conversions” – number of clicks that resulted in an action (e.g. contact form submission). This is dependent on the conversion codes supplied by PM being placed correctly into website landing pages.

9.10  Support

9.10.1  You agree to contact us for support relating to the PM. Marketing Service and you will not communicate with Google directly. We will provide the following support:

9.10.2  Response to e-mail queries sent to support@punchmarketing.co.nz within 3 business days.

9.10.1  Phone support on 03 454 3035 during business hours (Mon – Fri, 9:00 am – 5:00 pm excluding public holidays)

9.10.1  You must immediately notify us if you receive a complaint relating to any AdWords, and we reserve the right to respond on your behalf.

9.11  Term Renewal and Termination

9.11.1  The Minimum Term for your Customer Agreement shall commence on the date your first AdWords campaign is published and will continue until expiry of the Minimum Term. The Minimum Term will roll over on a month by month basis, unless we receive written notification from you. If you wish to cancel your AdWords campaign at any time, you are required to give us 30 days written notice.

9.11.1  PM. may terminate the Agreement at any time by giving you written notice where you are in breach of any of Google’s Terms and Conditions (available here at google.com/terms) or policies, PM. Terms of Trade, or where PM. is no longer able to provide you the PM. Marketing Service for any reason.

9.11.1  If we terminate our agreement with you in full or in part due to your breach then we will not provide you with a refund of any Monthly Charges that you have paid to us in advance and you must pay any outstanding amounts up to the end of that calendar month due under this/your agreement with PM.

9.11.1  If PM. decides to terminate the PM. Marketing Service for any other reason, we’ll notify you prior to the due date for your next Monthly Charge. Your PM. Marketing Service will continue until then. After that, neither you nor we will be liable to the other for any further amounts.

9.12  Google Terms & Conditions.

You accept, and shall not (whether by act or omission) cause you or us to be in breach of, Google’s AdWords Terms and Conditions (as set out at https://adwords.google.com/select/tsandcsfinder or any successor URL). Google controls access to the AdWords program which forms part of the PM. Marketing Service, which access is therefore subject to change without warning. We will not be liable to you for the unavailability of the Google Adwords service. You agree that you’ll comply with Google’s terms and conditions as If you were a “Customer”. This includes:

9.12.1  not Marketing anything illegal;

9.12.2  granting Google the right to use your name and trademarks to advertise your business; and

9.12.3  complying with Google’s Editorial Guidelines, Trademark Guidelines and other policies (these are also available at http://adwords.google.com/support). This Includes Google’s rules on Marketing alcohol, gambling, fireworks and other restricted products and services.

9.13  General

9.13.1  This Customer Agreement (with the exception of the Google terms and conditions, is governed by New Zealand Law and the parties submit to the exclusive jurisdiction of the New Zealand Courts.

9.13.2  Google, Google AdWords are registered trade marks of Google Inc. in New Zealand. Google AdWords Partner is a trade mark of Google Inc.

9.13.3 Punch Marketing agrees to manage Google Adwords accounts in accordance with Google’s Terms of Service 

9.13.4 Under no circumstances, in any way, is Punch Marketing liable to pay any service fees applicable to any third party provider. This includes Google for clicks on ads or any other Google Inc. based service fees. Our policy is to have the client pay Google directly via their own Credit Card for Google clicks / fees.

9.13.5 If set up fees have been amortised into monthly payments for a set period of time (identified by contract or written communication), and the client wishes to cancel their account management, the remaining balance of quoted setup fees must be paid in full with 14 days of the cancellation date in order for the contract to be nullified.

9.13.6 Punch Marketing reserves the right to withdraw from management of any Google Adwords Account at any time without notice and/or to withdraw the Service Monthly Management Guarantee offer prior to undertaking monthly management services for a client, or at any time during account set up or provision of monthly management services. Any fees outstanding for the current month of Google Adwords Management will be non-refundable.

9.14  Google Adwords Service Monthly Management Guarantee

9.14.1  Punch Marketing will manage Adwords accounts for no charge if they have not been able to improve the client’s previous ‘Click Through Rates’ (CTR) after three months of new account management.

9.14.2  CTR comparisons are made in respect of the client’s average CTR across the final two months of Adwords results held by the customer prior to transferring their Adwords Account to Punch Marketing Management. Visible proof must be provided of these averages via link to the existing / respective Google Adwords account dashboard. This average CTR will be referred to as the ‘Original Benchmark’.

9.14.3  If the guarantee is initiated at the end oft he initial three month management period, Punch Marketing will manage the Adwords account monthly at no charge for up to a further three months, or until the average CTR for a calendar month improves to a higher percentage than the Original Benchmark. If the aggregate account ‘Click Through Rate’ results cannot be improved upon the Original Benchmark, Punch Marketing reserves the right to terminate account management and all relationship / link to the client Google Adwords account.

9.14.4  The CTR Service Monthly Management Guarantee will only be available if Punch Marketing has the option to set up the Google Adwords Account (including campaigns, keyword selection, ad groups and ads) from scratch under the Punch Marketing Google Adwords management account.

9.14.1.1  Creation of Ads includes all types of ads created for use or potential use; for example but not limited to, display network image ads, search network ‘text’ ads, YouTube, Product, Remarketing, Mobile Device or Desktop specific Ads.

        9.14.5 This offer is effective 1 April 2018 when this promotion was publicly launched, and applies to Google Adwords Accounts set up by Punch Marketing after this date. This promotion expires 31 March 2019.

10. General

10.1  These Terms of Trade apply to any current engagement and also to any future engagement, whether or not we send you another copy of them. We are entitled to change these Terms of Trade from time to time.

10.2  We value an ongoing relationship with you. These Terms of Trade are the core basis of our relationship and our commitment to you to attend to your affairs diligently and with efficient, effective and professional service.

10.3  Clients should be aware that due to a variety of factors there will often be variance in colours shown between in-house proofs, colours on screen, printer’s proofs, and final printed items. These factors are determined by the source of the print or visual (each output source e.g the agency printer, the client’s printer, the image setter, the monitor etc will differ from the other), the types of inks or make-up of colours (even Pantone colours can vary significantly and often surprisingly depending on what stock or substrate they are printed on), the type of print process (short-run digital, longer-run litho printing), the substrate (paper, card, plastic etc) used, individual preferences (ambient light, personal computer settings etc) and several other reasons. As a result of this the agency is unable to guarantee 100% consistency and accuracy of colour on all items and may not always be able to achieve the exact result expected by the client. In the case of printed items, the only true guide as to what is likely to be produced, is to request a ‘proof’ on the actual intended substrate with the actual inks to be used, although this will incur additional cost. However as long as the client accepts there may be inconsistencies across work produced, this step may not be necessary. PM does not accept any responsibility for colour variations as a result of these indeterminate factors.

10.4   PM will never knowingly infringe any copyright or trademark and will deliver, to the best of knowledge, creative solutions that are original and unique to the agency. Unless otherwise agreed in writing, it is the responsibility of the client to ensure that no copyright or trademark has been infringed and to make their own application for copyright or trademark with the respective New Zealand or Australian Intellectual Property Offices if required.

10.5  These Terms of Trade may be altered at any time without prior notice to our clients.

10.6  All creative work produced and devised during a project(s), creative, digital, software files and related correspondence remain the property – physically, intellectually and in copyright, of PM until full payment has been made on the Client’s account, and all project costs have been cleared.

10.7  Once final proofs/materials have been signed off, PM cannot be held responsible financially or otherwise for any errors relating to print, programming or any end product.

11. Content

11.1 PM is not responsible for any written or visual content uploaded by you the client to any online, audio or physical platform that we have access to, or have created. This includes any material that would be deemed to require any form of censorship in line with general public standards and New Zealand law. This includes adult, erotic, racial or culturally offensive material.

11.2 PM may advise, to the best of our knowledge, what type, style or messaging could be included in any advertising or marketing material engaged by you the client. However, ultimate responsibility for approval / sign off on this content and it being released into the public domain rests with you the client – at all times.

11.3 PM will always seek approval from you the client regarding written or graphic / image based content / material, prior to releasing any of this content into the public domain.

11.4 PM reserves the right at any stage to refuse to upload or release content if we do not feel it is appropriate in respect of general public standards and New Zealand law. PM will notify you the client in writing if we feel that your content is inappropriate. Refusal to upload any inappropriate content will not affect the completion of the rest of the agreed work, and will not affect the final remuneration settlement amounts; i.e. no refunds will be available within the agreed work for and refusal of inappropriate content.

12. Force Majeure

12.1 A party will not be liable for any delay or failure to perform its obligations under an Order or these Standard Terms if such delay is due to Force Majeure.

12.2 If a delay or failure of a party to perform its obligations is caused by Force Majeure, the performance of that party’s obligations will be suspended. The party unable to fulfil its obligations due to Force Majeure shall immediately:

12.2.1. notify the other party in writing of the reasons for its failure to fulfil its obligations and the effect of such failure; and

12.2.2. use all reasonable endeavours to avoid or remove the cause and perform its obligations as soon as possible.

12.3. Performance of any obligation affected by Force Majeure must be resumed as soon as reasonably possible after the termination or abatement of the Force Majeure.

12..4. If by reason of Force Majeure a party is unable to perform any obligation under an Order or these Standard Terms and if the failure to perform the obligation continues for 10 working days, the other party may terminate that part or the whole of an Order or these Standard Terms affected by the Force Majeure.