Terms of service.

Loop Road Marketing Ltd shall perform the Services as described in the attached documents.

In providing the Services, Loop Road Marketing Ltd must use the degree of skill, care and diligence reasonably expected of a professional consultant providing services similar to the Services.

Provision and handling of information

The client shall provide to Loop Road Marketing Ltd, free of cost, as soon as practicable following any request for information, all information in the client’s power to obtain which may relate to the Services. Loop Road Marketing Ltd shall not, without the client’s prior consent, use information provided by the client for purposes unrelated to the Services. In providing the information to Loop Road Marketing Ltd, the client shall ensure compliance with the Copyright Act 1994 and shall identify any proprietary rights that any other person may have in any information provided.

Variations

As soon as either Party becomes aware of anything that will materially affect the scope or timing of the Services, the Party must notify the other Party in writing and where Loop Road Marketing Ltd considers a direction from the client or any other circumstance is a variation, Loop Road Marketing Ltd shall notify the client accordingly.

The client may order variations to the Services in writing or may request Loop Road Marketing Ltd to submit proposals for variations to the Services.

Payment

The client shall pay Loop Road Marketing Ltd for the Services the fees and expenses at the times and in the manner set out in the attached documents.

All amounts payable by the client shall be due on the 20th of the month following the month of issue of each Invoice. If the client fails to make the payment that is due and payable and that default continues for 14 days, Loop Road Marketing Ltd may provide written notice to the client specifying the default and requiring payment within 7 days from the date of the notice. Unless payment has been made by the client in full, Loop Road Marketing Ltd may suspend performance of the Services any time after expiration of the notice period. Loop Road Marketing Ltd must promptly lift the suspension after the client has made the payment.

Where Services are carried out on a time charge basis, Loop Road Marketing Ltd may purchase such incidental goods and/or Services as are reasonably required for Loop Road Marketing Ltd to perform the Services. The cost of obtaining such incidental goods and/or Services shall be payable by the client. Loop Road Marketing Ltd shall maintain records which clearly identify time and expenses incurred.

Liability

Where Loop Road Marketing Ltd breaches this Agreement, Loop Road Marketing Ltd is liable to the client for reasonably foreseeable claims, damages, liabilities, losses or expenses caused directly by the breach. Loop Road Marketing Ltd shall not be liable to the client under this Agreement for the client’s indirect, consequential or special loss, or loss of profit, however arising, whether under contract, in tort or otherwise.

Intellectual property

Intellectual property prepared or created by Loop Road Marketing Ltd in carrying out the Services, and provided to the client as a deliverable (“New Intellectual Property”), shall be jointly owned by the client and Loop Road Marketing Ltd. The client and Loop Road Marketing Ltd hereby grant to the other an unrestricted royalty-free license in perpetuity to copy or use New Intellectual Property. The client’s rights in relation to this New Intellectual Property are conditional upon the client having paid all amounts due and owing to Loop Road Marketing Ltd in accordance with clauses 7 and 8. Intellectual property owned by a Party prior to the commencement of this Agreement (Pre-existing Intellectual Property) and intellectual property created by a Party independently of this Agreement remains the property of that Party. Loop Road Marketing Ltd accepts no liability for the use of New Intellectual Property or Pre-existing Intellectual Property other than to the extent reasonably required for the intended purposes.

Suspension and termination of services

The client may suspend all or part of the Services by notice to Loop Road Marketing Ltd, who shall immediately make arrangements to stop the Services and minimise further expenditure. The client and Loop Road Marketing Ltd may (in the event the other Party is in material default that has not been remedied within 14 days of receiving the other Party’s notice of breach) either suspend or terminate the Agreement by notice to the other Party. If the suspension has not been lifted after 2 months, Loop Road Marketing Ltd has the right to terminate the Agreement and claim reasonable costs as a result of the suspension. Suspension or termination shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.

Disputes

The Parties shall attempt in good faith to settle any dispute themselves but, failing that, by mediation.

Discolusure

None of the Parties shall disclose to any person or use for any purpose any confidential information of the other as a result of entering into this Agreement. This restriction shall continue to apply after the expiration or termination of this agreement without limit of time.

This Agreement is governed by New Zealand law, the New Zealand courts have jurisdiction in respect of this Agreement, and all amounts are payable in New Zealand dollars.