1. Definitions
1.1 “Contract” shall mean any agreement (whether written or verbal) between Squid Group and the Client for the supply of Services and shall include any engagement letter we issue to you and these terms of engagement.
1.2 "Client" shall mean any person or entity that Squid Group carries out Services for and if there is more than one Client then each person or entity is jointly and severally the Client.
1.3 “Person” includes a company, partnership, family trust, individual or any other entity.
1.4 “Services” shall mean the services to be supplied by Squid Group to the Client in satisfying a Contract which are outlined in our engagement letter and may include, without limitation, marketing strategy, content creation, search engine optimization, social media management, google ad creation, and website design.
1.5 “Squid Group” shall mean Squid Group Limited, its successors and assigns or any person acting on behalf of and with the authority of Squid Group.
1.6 Unless the context requires otherwise:
1.6.1 References to any statute, regulations or other statutory instrument or by-law shall be deemed to be references to a statute, regulations, instrument or by-law of New Zealand as from time to time amended and includes substitute provisions (whether in an amendment of existing legislation or in new legislation) that substantially correspond to those referred to;
1.6.2 Where the context requires or admits, words importing the singular shall import the plural and vice versa;
1.6.3 References to any party includes the successors and any permitted assigns of that party and party means them collectively;
1.6.4 References to “we”, “our” or “us” shall mean Squid Group; and
1.6.5 References to “you” or “your” shall mean the Client.
2. Acceptance of terms
2.1 Any instructions we receive from you shall constitute acceptance of these terms of engagement. The terms of engagement shall form part of a binding contract between you and Squid Group.
2.2 These terms of engagement do not require your signature to be deemed to be binding.
2.3 You warrant that you have the power to enter into a Contract with Squid Group and have obtained all necessary authorisations to do so. You further warrant that you are not insolvent and accept a Contract creates binding and valid legal obligations on you.
3. Personal guarantee
3.1 We may require one or more of the representatives of the Client to jointly and severally personally guarantee your obligations under any Contract with us.
4. Financial
4.1. Fees:
4.1.1 The fees which we will charge or the manner in which they will be arrived at, are set out in our engagement letter. Our fees are in New Zealand dollars or can be in Australian dollars by mutual agreement.
4.1.2 If the engagement letter specifies a fixed fee, we will charge this for the agreed scope of our Services. Work which falls outside that 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, give you an estimate of the likely amount of the further costs.
4.1.3 Where our fees are calculated on an hourly basis, the hourly rates are set out in our engagement letter. The differences in those rates reflect the experience and specialisation of our professional staff. Time spent is recorded in 30 minute units, with time rounded up to the next unit of 30 minutes.
4.2. Disbursements and expenses:
4.2.1 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. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf.
4.2.2 If media spend is paid directly by Squid Group, your monthly fees will be fixed (unless agreed otherwise) and will be based on invoiced amounts. Monthly spend on platforms (Google, Facebook and TikTok etc.) can fluctuate by 10% above and below that invoiced amount, but your monthly fee will not change.
4.3. GST:
4.3.1 Is payable by you on our fees and charges.
4.4. Invoices:
4.4.1 For Services outside our monthly deliverables, we will send interim invoices to you, usually monthly and on completion of the matter, or termination of our engagement. We may also send you an invoice when we incur a significant expense.
4.5. Payment:
4.5.1 Unless otherwise specified by us, payment is due within 14 days of the date of the invoice. Any monthly management fees are payable in advance on the 20th of the month prior. Any payment terms on a proposal document will override this clause 4.5.1.
4.5.2 Part payment of an account shall not amount to satisfaction of the whole account unless, prior to the act of making the part payment, we agree in writing that part payment will be accepted in full satisfaction of the account.
4.6 Third parties:
4.6.1 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.
4.7 Security:
4.7.1 We may ask you to pre-pay amounts to us, or to provide security for our fees and
expenses. You authorise us:
4.7.1.1 to debit against amounts pre-paid by you; and
4.7.1.2 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 regardless of whether the permitted timeframe for payment has passed.
4.8 Default:
4.8.1 We may charge penalty interest at a rate of 2% per month compounding on any amount owing to us after the date payment was due. Penalty interest is payable from the date payment was due until the date payment is received by us. This clause is without prejudice to any other rights and/or remedies we may have against you in respect of your default.
4.8.2 In the event that a payment is not made by the due date we may, in our sole discretion, suspend the completion of any Services for you but failure to do so shall not negate any other rights and/or remedies of Squid Group. We will not be liable to you for any loss or damage you suffer if we suspend our Services under this clause.
4.8.3 Should you default in payment or be placed in receivership, liquidation, declared bankrupt, or otherwise become insolvent in our sole discretion, then in addition to any other rights and/or remedies of Squid Group, we may demand immediate payment of all amounts then unpaid and cancel any existing Contract with you.
4.8.4 Any costs and expenses incurred by us in enforcing our rights under a Contract, including third party fees, debt collection agency fees, and legal fees as between solicitor and client, shall be recoverable from you.
4.8.5 You indemnify us from and against all costs and expenses incurred by us in recovering any money owing to Squid Group under any Contract, including penalty interest in accordance with clause 4.8.1.
4.8.6 We may, in our sole discretion, allocate any payment received from you towards any invoice that we determine and may do so at the time of receipt or at any time afterwards and in the event of a default by you we may reallocate any payments previously received and allocated.
5. Delivery of services
5.1 We will notify you of our estimated completion date for our Services, or any part of them. Completion dates are subject to change for a variety of reasons, including, but not limited to workload and receipt of information from you or other parties and we shall not be liable for any extensions to our estimated completion date.
6. Communications
6.1 We may communicate with you by email or other electronic means. In doing so, we will take reasonable steps to ensure that our communications are confidential and secure.
6.2 We shall not be liable for any claim, damages and/or losses incurred by you if our means of electronic communication is jeopardized or corrupted for any reason.
7. Reliance on information
7.1 We shall be entitled to rely on any information provided by you in relation to carrying out a Contract including, without limitation, content and/or material supplied, timeframes and any representations made by you.
7.2 You will advise us in writing of any changes to your details, at your earliest convenience.
7.3 We shall not be liable for any loss, damages, costs and/or expenses incurred as a result of the provision of content and/or material which is not owned by the Client and/or inaccurate information by the Client.
8. Confidentiality
8.1 We will hold in confidence all 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 except to the extent necessary or desirable to enable us to complete the Services for you.
9. Termination
9.1 You may terminate our Contract at any time after the agreed minimum term.
9.2 If you would like to leave before the minimum term, this will be on a mutual understanding that we have not delivered the agreed deliverables.
9.3 We may terminate our Contract with you by one (1) month’s written notice.
9.4 If our retainer is terminated, you must pay us all fees and expenses due up to the date of termination.
9.5 When terminating an agreement, there is a minimum one (1) month’s notice period. Therefore, if terminating on the 14th of February, our Services will continue for the remaining February period and March.
10. Conflicts of Interest
10.1 We have procedures in place to identify and respond to conflicts of interest. If a conflict of interest arises, we will advise you of this and follow our internal procedures.
11. Content, files & document:
11.1 Any copyright and intellectual property rights attaching to any artwork or design we create for you under a Contract (including any logos and designs) shall become, and shall remain, your sole and exclusive property upon payment in full of the fees for the Services. For the avoidance of doubt, if you are in default under a Contract, all copyright and intellectual property rights shall remain our sole and exclusive property and you are not permitted to use or distribute them.
11.2 Despite clause 11.1, artwork, raw material, imagery, footage, working files and content files used to produce the Services shall remain the property of Squid Group unless previously agreed in writing and we are not liable to provide such material to you.
11.3 We will retain content and files for a minimum of six (6) months after they have been delivered to the client.
11.4 Unless in a signed contract for copyright, hire agreement or licensing agreement, no video and/or audio content is licensed for on-air television, radio or digital billboards without our prior agreement. Photography is only licensed for online & social media use.
12. Websites
12.1 All e-commerce websites built using our payment portal will incur a 3.7% + $0.40 service fee which includes all credit card costs. This fee may change over time and any changes will be notified to you and shall apply in place of the fee listed in this clause.
12.2 External platforms like Shopify or BigCommerce do not incur any additional fees unless stated in the contract.
12.3 Service fees will be passed onto the Client, at our discretion.
13. Limitation of liability
13.1 We shall not be liable for any loss of profit or any special, indirect and/or consequential loss or damages (whether arising under statute, contract, negligence or otherwise) arising out of a Contract.
13.2 We shall not be liable for any claim, damages and/or losses incurred by you if a Contract is suspended or cancelled by us under clause 4.8.
13.3 In the event that we are found liable for any losses, damages, costs and/or expenses under a claim as a result of the Services provided under a Contract, our liability shall not exceed the price of the Services provided under the applicable Contract.
13.4 You acknowledge and agree that the limits on liability set out in these terms of engagement reflect a fair and reasonable allocation of risk between you and Squid Group and that they are an essential basis of the bargain between you and Squid Group.
14. Privacy Act 2020
14.1 You authorise us to collect, retain and use any information about you for the purpose of assessing your credit worthiness, enforcing any rights under any Contract and marketing our Services.
14.2 You authorise us to disclose any information obtained to any person for the purposes set out in clause 14.1.
14.3 Where you are a natural person the authorities under clauses 14.1 and 14.2 are authorities or consents for the purposes of the Privacy Act 2020.
14.4 You shall have the right to request a copy of the information we hold about you and the right to request that we correct any incorrect information about you.
15. Dispute resolution
15.1 The parties shall meet and discuss in good faith any dispute between them arising out of a Contract.
16. Force majeure
16.1 We shall not be liable for any default under a Contract due to any act of God, terrorism, war, pandemic, strike, lock out, industrial action, flood, storm or other event beyond our reasonable control.
17. General
17.1 These terms of engagement apply to any current Contract and also to any future Contract, whether or not we send you another copy of them.
17.2 We reserve the right to amend these terms and conditions of trade at any time. Any amendment will be incorporated into any existing Contract and take effect from the date on which we notify you of such change. You will be deemed to have accepted such amendment if you make a further request to us to provide Services.
17.3 No waiver by Squid Group in respect of any breach of a Contract shall operate as a waiver in respect of any subsequent breach.
17.4 If any clause(s) of these terms and conditions of trade shall be declared invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining clauses shall not be affected, prejudiced or impaired.
17.5 These terms and conditions of trade are governed by and construed in accordance with the laws of New Zealand and the parties agree to submit to the non-exclusive jurisdiction of the courts of New Zealand.
17.6 We may licence or sub-contract all or any part of our Services under a Contract without requiring or seeking your consent.
17.7 Should there be any conflict between these terms of engagement and the specific terms of our proposal to you, then the specific terms of our proposal shall prevail.
