Privacy & Terms of Service
By engaging with Market Rd Limited, you agree to having read, understood, and accepted our Terms and Conditions.
1. General
These Terms and Conditions shall apply to the provision of all Market Rd’s services. A Client doesn’t need to have signed an acceptance of these Terms and Conditions for them to apply. By engaging with Market Rd, accepting a quotation or making a payment of invoice, the Client agrees to having read, understood, and accepted these Terms and Conditions in full and agree to be legally bonded by these Terms and Conditions.
2. Interpretation
In these Terms and Conditions and in any Contract or Agreement to which these terms and conditions apply unless the context otherwise requires:
- Market Rd means Market Rd Limited
- Client or Customer means the purchaser of products and/or services from Market Rd. If the Client(s) comprises more than one person, each of those person’s liability and agreement is joint and several.
- Each being a “Party”, and together being “The Parties”.
- Conditions mean these Terms and Conditions to be read and construed with each Estimate/Quotation provided by Market Rd.
- Where the Client is a trust, the trustee's liability shall not be limited to the assets of the trust;
- Contract means an agreement between the Client and Market Rd comprising of the:
- Estimate/Quotation and the Conditions and any variation agreed to in writing by Market Rd;
- Products and services mean the products sold by and/or services provided by Market Rd to the Client;
- Unless Market Rd and the Client otherwise agree in writing:
- In the event of any conflict arising between these Conditions and any agreement or contract these Terms and Conditions shall prevail; and
- Estimates/Quotations by Market Rd remain open for acceptance for 28 days from the date of the Estimate or Quotation
- Market Rd means Market Rd Limited
- Client or Customer means the purchaser of products and/or services from Market Rd. If the Client(s) comprises more than one person, each of those person’s liability and agreement is joint and several.
- Each being a “Party”, and together being “The Parties”.
- Conditions mean these Terms and Conditions to be read and construed with each Estimate/Quotation provided by Market Rd.
- Where the Client is a trust, the trustee's liability shall not be limited to the assets of the trust;
- Contract means an agreement between the Client and Market Rd comprising of the:
- Estimate/Quotation and the Conditions and any variation agreed to in writing by Market Rd;
- Products and services mean the products sold by and/or services provided by Market Rd to the Client;
- Unless Market Rd and the Client otherwise agree in writing:
- In the event of any conflict arising between these Conditions and any agreement or contract these Terms and Conditions shall prevail; and
- Estimates/Quotations by Market Rd remain open for acceptance for 28 days from the date of the Estimate or Quotation
3. Contract Formation
No contract shall come into existence until the Client’s order has been accepted by Market Rd. The Client may place an order by either:
- Accepting the Estimate or Quotation via Market Rd’s website, by telephone, by email, in person or in writing; or
- Paying the deposit (if any) referred to in the Estimate or Quotation; or
Communicating its order to Market Rd in a manner otherwise than in accordance with (a) above.
- The Client cannot cancel a contract after an order has been accepted by Market Rd and is bound to pay the estimated or quoted price.
- Accepting the Estimate or Quotation via Market Rd’s website, by telephone, by email, in person or in writing; or
- Paying the deposit (if any) referred to in the Estimate or Quotation; or
Communicating its order to Market Rd in a manner otherwise than in accordance with (a) above.
- The Client cannot cancel a contract after an order has been accepted by Market Rd and is bound to pay the estimated or quoted price.
4. Agreement to Provide Services
- Market Rd agrees to provide the Services to the Client, and the Client agrees to accept those Services, on the terms set out in these Terms.
Market Rd's obligations. Market Rd shall:
- Promptly commence and carry out the Services in a timely, competent, and efficient manner;
- Supply all equipment, materials and other resources which are necessary to ensure the Services are performed efficiently, unless otherwise stated;
- Work co-operatively with the Client and the Client’s employees, agents, and other contractors;
- Comply with all reasonable directions from the Client relating to the performance of the Services;
- Comply, at all times, with all applicable laws and regulations relating to the provision of the Services.
- Non-Exclusivity. Nothing in these Terms shall prevent or restrict the Provider from entering into agreements with other persons for the provision of services.
Market Rd's obligations. Market Rd shall:
- Promptly commence and carry out the Services in a timely, competent, and efficient manner;
- Supply all equipment, materials and other resources which are necessary to ensure the Services are performed efficiently, unless otherwise stated;
- Work co-operatively with the Client and the Client’s employees, agents, and other contractors;
- Comply with all reasonable directions from the Client relating to the performance of the Services;
- Comply, at all times, with all applicable laws and regulations relating to the provision of the Services.
- Non-Exclusivity. Nothing in these Terms shall prevent or restrict the Provider from entering into agreements with other persons for the provision of services.
5. Payment
- Unless otherwise agreed in writing, prices are estimated and quoted in New Zealand Currency and shall be exclusive of GST.
- Client agrees to pay Market Rd the amount(s) set for in the statement of work or invoice, together with all applicable Tax chargeable on the Service(s), in the manner set out in each invoice, within 7 days of receiving the invoice from Market Rd, unless work is ongoing (Monthly and yearly Services) in which case Market Rd will invoice the client on a pre-approved retainer, monthly, and/or monthly time-taken basis.
- Retainer Service(s) will render a monthly invoice to the Client (exclusive of Tax) and will be invoiced one month in advance and will be due upon receipt of invoice.
- Monthly Service(s) provided by Market Rd require the Client to pay a deposit of 30% of the total invoice amount prior to Market Rd commencing any work.
- Monthly time-taken Service(s) will render a monthly invoice to the Client (exclusive of Tax) for all Charges payable during the period of the invoice and will be due within 7 days of receiving the invoice.
- Market Rd is entitled to all costs and solicitor fees incurred in collecting payment under this Agreement.
- The Client agrees that any project work that is out of the scope of their initial quotation will require additional work time, as such the client will be charged a pre-agreed fixed fee or our standard hourly rate of $80 + GST per hour.
- Unless otherwise agreed in writing, payment of the products and services shall be made within seven (7) days following the date of invoice. Market Rd reserves the right to require the Client to pay for Products and/or Services prior to their supply.
- If the Client does not pay their account by the due date and has not entered into any payment arrangement (which is at Market Rd’s sole discretion), Market Rd reserves the right to stop working for the Client immediately and will not be liable to the Client for any loss that they may suffer as a result of such discontinuance.
- Market Rd reserves the right to correct any typographical or clerical errors contained in the prices or specifications.
Time for payment is of the essence and, without prejudice to any other rights of Market Rd, if the Client fails to pay any sum payable pursuant to any Contract when due:
- Market Rd may treat the Contract as repudiated by the Customer or may until payment in full is made, suspend delivery of products without incurring any liability whatsoever to Market Rd;
- The Client shall (if so required by Market Rd) pay interest to Market Rd at the default interest rate of fourteen percent (14%) per annum. Interest shall be payable daily until the date when the payment is received; and
- The Client shall be liable for all the expenses and costs (including indemnity legal costs) in relation to Market Rd enforcing or attempting to enforce a Contract or these Terms and Conditions.
- Client agrees to pay Market Rd the amount(s) set for in the statement of work or invoice, together with all applicable Tax chargeable on the Service(s), in the manner set out in each invoice, within 7 days of receiving the invoice from Market Rd, unless work is ongoing (Monthly and yearly Services) in which case Market Rd will invoice the client on a pre-approved retainer, monthly, and/or monthly time-taken basis.
- Retainer Service(s) will render a monthly invoice to the Client (exclusive of Tax) and will be invoiced one month in advance and will be due upon receipt of invoice.
- Monthly Service(s) provided by Market Rd require the Client to pay a deposit of 30% of the total invoice amount prior to Market Rd commencing any work.
- Monthly time-taken Service(s) will render a monthly invoice to the Client (exclusive of Tax) for all Charges payable during the period of the invoice and will be due within 7 days of receiving the invoice.
- Market Rd is entitled to all costs and solicitor fees incurred in collecting payment under this Agreement.
- The Client agrees that any project work that is out of the scope of their initial quotation will require additional work time, as such the client will be charged a pre-agreed fixed fee or our standard hourly rate of $80 + GST per hour.
- Unless otherwise agreed in writing, payment of the products and services shall be made within seven (7) days following the date of invoice. Market Rd reserves the right to require the Client to pay for Products and/or Services prior to their supply.
- If the Client does not pay their account by the due date and has not entered into any payment arrangement (which is at Market Rd’s sole discretion), Market Rd reserves the right to stop working for the Client immediately and will not be liable to the Client for any loss that they may suffer as a result of such discontinuance.
- Market Rd reserves the right to correct any typographical or clerical errors contained in the prices or specifications.
Time for payment is of the essence and, without prejudice to any other rights of Market Rd, if the Client fails to pay any sum payable pursuant to any Contract when due:
- Market Rd may treat the Contract as repudiated by the Customer or may until payment in full is made, suspend delivery of products without incurring any liability whatsoever to Market Rd;
- The Client shall (if so required by Market Rd) pay interest to Market Rd at the default interest rate of fourteen percent (14%) per annum. Interest shall be payable daily until the date when the payment is received; and
- The Client shall be liable for all the expenses and costs (including indemnity legal costs) in relation to Market Rd enforcing or attempting to enforce a Contract or these Terms and Conditions.
6. Default
ln the event that:
- The amounts payable by the Client to Market Rd are overdue, or the Client fails to meet any other obligation to Market Rd, under this or any other Contract or agreement or in Market Rd’s opinion the
- Client is likely to be unable to meet any payment or other obligations to Market Rd; or
The Client becomes insolvent, has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its creditors or has a liquidator (provisional or otherwise) appointed or is placed under statutory or official management; or
- The Client no longer carries on business or threatens to cease carrying on business; or
- The ownership or effective control of the Client is transferred or the nature of the Client’s business is materially altered; then
- Market Rd shall be entitled to cancel all or any part of any Contract with the Client which remains unperformed, in addition to and without prejudice to its other remedies; and all amounts outstanding under this Contract or any other.
- The amounts payable by the Client to Market Rd are overdue, or the Client fails to meet any other obligation to Market Rd, under this or any other Contract or agreement or in Market Rd’s opinion the
- Client is likely to be unable to meet any payment or other obligations to Market Rd; or
The Client becomes insolvent, has a receiver appointed in respect of all or some of its assets, makes or is likely to make an arrangement with its creditors or has a liquidator (provisional or otherwise) appointed or is placed under statutory or official management; or
- The Client no longer carries on business or threatens to cease carrying on business; or
- The ownership or effective control of the Client is transferred or the nature of the Client’s business is materially altered; then
- Market Rd shall be entitled to cancel all or any part of any Contract with the Client which remains unperformed, in addition to and without prejudice to its other remedies; and all amounts outstanding under this Contract or any other.
7. Revisions
Market Rd may make Revisions to any works produced in the course of delivering the Services at the Client’s request (“Revision” or “Revisions”), to the extent that such requests for Revisions are reasonable. The reasonableness of such requests will depend on the circumstances of each engagement and the nature of the specific requests on a case by case basis, but Market Rd and the Client agree that generally one or two Revisions will be considered reasonable, and additional Revisions will be considered unreasonable.
If the Client makes unreasonable requests for Revisions, Market Rd reserves the right to either refuse to provide the requested Revision or Revisions, or require the payment of fees (in addition to the Charges) from the Client to deliver the Revision or Revisions. The failure to provide an unreasonable Revision or Revisions shall not be deemed a failure by Market Rd to meet its obligations under these Terms.
If the Client makes unreasonable requests for Revisions, Market Rd reserves the right to either refuse to provide the requested Revision or Revisions, or require the payment of fees (in addition to the Charges) from the Client to deliver the Revision or Revisions. The failure to provide an unreasonable Revision or Revisions shall not be deemed a failure by Market Rd to meet its obligations under these Terms.
8. Limitation of Liability
- The Client agrees that Market Rd will not be liable for any indirect or consequential damages, including but not limited to, loss of profits or for any claim made on the Client by any other party, even though Market Rd may have been notified of such damage or claims.
- In particular, Market Rd shall not be liable for any loss or damages arising, either directly or indirectly, from search engine rankings or social media marketing, including but not limited to any losses resulting from changes in search engine rankings, the closure of social media accounts and non-compliance with social media provider guidelines.
- Market Rd shall not be liable to the Client for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations to the Client where such delay or failure is caused directly or indirectly by the Client (for example, by changing its requirements, not providing timely feedback or approval of proofs) or by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation, weather conditions or any other cause beyond Market Rd’s control.
- The Client agrees to defend, indemnify and hold Market Rd harmless from and against any and all claims, losses, liabilities and expenses (including legal costs) related to or arising out of the services provided by Market Rd to the Client, including without limitation claims made by third parties (including the Client’s customers) related to any false advertising claims, liability claims for products or services sold by the Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided by Market Rd, or for any content submitted by the Client for publication by Market Rd.
- If, despite the above, Market Rd is found to be liable to the Client, then its liability for any single event or series of related events is limited to the fees paid by the Client to Market Rd for those particular services.
- Due to the public nature of the Internet, all material submitted by the Client for publication will be considered publicly accessible. Market Rd does not screen in advance any Client material submitted to Market Rd for publication. Market Rd’s publication of material submitted by the Client does not create any express or implied approval by Market Rd of such material.
- In particular, Market Rd shall not be liable for any loss or damages arising, either directly or indirectly, from search engine rankings or social media marketing, including but not limited to any losses resulting from changes in search engine rankings, the closure of social media accounts and non-compliance with social media provider guidelines.
- Market Rd shall not be liable to the Client for any loss or damage directly or indirectly arising out of or in connection with any delay in delivery of the goods or failure to perform its obligations to the Client where such delay or failure is caused directly or indirectly by the Client (for example, by changing its requirements, not providing timely feedback or approval of proofs) or by an act of God, armed conflict, labour dispute, civil commotion, intervention of a government, inability to obtain labour, materials or manufacturing facilities, accidents, interruptions of, or delay in, transportation, weather conditions or any other cause beyond Market Rd’s control.
- The Client agrees to defend, indemnify and hold Market Rd harmless from and against any and all claims, losses, liabilities and expenses (including legal costs) related to or arising out of the services provided by Market Rd to the Client, including without limitation claims made by third parties (including the Client’s customers) related to any false advertising claims, liability claims for products or services sold by the Client, claims for patent, copyright or trademark infringement, claims due to disruption or malfunction of services provided by Market Rd, or for any content submitted by the Client for publication by Market Rd.
- If, despite the above, Market Rd is found to be liable to the Client, then its liability for any single event or series of related events is limited to the fees paid by the Client to Market Rd for those particular services.
- Due to the public nature of the Internet, all material submitted by the Client for publication will be considered publicly accessible. Market Rd does not screen in advance any Client material submitted to Market Rd for publication. Market Rd’s publication of material submitted by the Client does not create any express or implied approval by Market Rd of such material.
9. Online Marketing
- The Client acknowledges that Market Rd incurs expenses and uses its expertise and intellectual property when it sets up online marketing campaigns for its clients. The Client also acknowledges that, unless otherwise agreed, any quote for marketing services does not include the transfer of any intellectual property rights from Market Rd to the Client.
- On completion of the contract timeline and full payment being received, the ownership of the advertising and/or software accounts used to execute the contracted services will transfer to the Client. Until that time, Market Rd shall retain ownership of the advertising and/or software account/s.
- In the event that the Client chooses to cancel the services within the contract timeline and where the Client wishes to take over ownership of the advertising and/or software account/s, the Client acknowledges that the Client will incur a fee of $2,000+GST for the transfer of the advertising and/or software account/s and this fee will be payable in full in advance of the transfer.
- The Client acknowledges that any discounts applied to the fees quoted are conditional on the contract timeline. In the event that the Client chooses to cancel the services within the contract timeline, the Client shall be liable to pay the full amount indicated in the quote prior to the discount being applied.
- From time to time, clients may choose to pause the online marketing campaign/s set up and managed by Market Rd. The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Market Rd’s monthly management fee.
- In the event of a catastrophe, Market Rd reserves the right to pause any online marketing campaign/s it manages, for a reasonable period of time, without prior notice to the Client. The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Market Rd’s monthly management fee.
- The Client acknowledges that while Market Rd has expertise in online marketing and search engine optimisation, the degree of success of online marketing and search engine optimisation is both subjective and dependent on factors that are outside of Market Rd’s control. Accordingly, Market Rd is unable to guarantee the success of any online marketing or search engine optimisation undertaken on behalf of and/or for the Client.
- Market Rd will make reasonable endeavours to spend the entire media amount quoted and/or invoiced to the Client for the execution of marketing campaigns, however, the Client acknowledges that there are factors outside of Market Rd’s control that may impact on the accrued media costs for the campaigns.
- These factors outside of Market Rd’s control include but are not limited to refunds from the marketing platform for invalid clicks and/or impressions, variable cost per click and/or cost per 1000 impressions, rounding off differences of less than $0.01 and differences in exchange rates across the campaign and invoicing timeframes.
- The Client acknowledges and agrees that where there is a discrepancy between the media amount accrued and the media amount invoiced, Market Rd will not be liable to refund any discrepancy to the Client where the cost of administering the refund outweighs the quantum or where the discrepancy only becomes evident more than 7 days of the invoiced period.
- On completion of the contract timeline and full payment being received, the ownership of the advertising and/or software accounts used to execute the contracted services will transfer to the Client. Until that time, Market Rd shall retain ownership of the advertising and/or software account/s.
- In the event that the Client chooses to cancel the services within the contract timeline and where the Client wishes to take over ownership of the advertising and/or software account/s, the Client acknowledges that the Client will incur a fee of $2,000+GST for the transfer of the advertising and/or software account/s and this fee will be payable in full in advance of the transfer.
- The Client acknowledges that any discounts applied to the fees quoted are conditional on the contract timeline. In the event that the Client chooses to cancel the services within the contract timeline, the Client shall be liable to pay the full amount indicated in the quote prior to the discount being applied.
- From time to time, clients may choose to pause the online marketing campaign/s set up and managed by Market Rd. The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Market Rd’s monthly management fee.
- In the event of a catastrophe, Market Rd reserves the right to pause any online marketing campaign/s it manages, for a reasonable period of time, without prior notice to the Client. The Client acknowledges and agrees that where the Client’s marketing campaign/s is/are paused, the Client will continue to be liable for Market Rd’s monthly management fee.
- The Client acknowledges that while Market Rd has expertise in online marketing and search engine optimisation, the degree of success of online marketing and search engine optimisation is both subjective and dependent on factors that are outside of Market Rd’s control. Accordingly, Market Rd is unable to guarantee the success of any online marketing or search engine optimisation undertaken on behalf of and/or for the Client.
- Market Rd will make reasonable endeavours to spend the entire media amount quoted and/or invoiced to the Client for the execution of marketing campaigns, however, the Client acknowledges that there are factors outside of Market Rd’s control that may impact on the accrued media costs for the campaigns.
- These factors outside of Market Rd’s control include but are not limited to refunds from the marketing platform for invalid clicks and/or impressions, variable cost per click and/or cost per 1000 impressions, rounding off differences of less than $0.01 and differences in exchange rates across the campaign and invoicing timeframes.
- The Client acknowledges and agrees that where there is a discrepancy between the media amount accrued and the media amount invoiced, Market Rd will not be liable to refund any discrepancy to the Client where the cost of administering the refund outweighs the quantum or where the discrepancy only becomes evident more than 7 days of the invoiced period.
10. Proofing
Proofs of all work may be submitted for Clients approval and Market Rd shall incur no liability for any errors not corrected by the Client in proofs submitted. Additional charges shall be made for any additional proofs that are required as a result of alterations required by the Client.
11. Guarantee
In consideration of Market Rd entering into a Contract to supply Products and/or Services to the Client, the Guarantor:
- Guarantees payment of all monies owed by the Client to Market Rd, and
- Guarantees the performance by the Client of all obligations, responsibilities and covenants under the Contract.
- The Guarantor agrees that in the event of default by the Client in any payment, obligation, responsibility or covenant under the estimate or quotation, these Terms and Conditions or a Contract, the Guarantor may for all purposes be treated as the Client by Market Rd who shall be under no obligation to take proceedings against the Client before taking proceedings against the Guarantor, and the Guarantor will execute a mortgage over his/her or its property to secure payment of all monies owed and outstanding by the Client to Market Rd if requested by Market Rd.
- Should there be more than one Guarantor, then their liability as Guarantors under this Guarantee shall be joint and several.
- Guarantees payment of all monies owed by the Client to Market Rd, and
- Guarantees the performance by the Client of all obligations, responsibilities and covenants under the Contract.
- The Guarantor agrees that in the event of default by the Client in any payment, obligation, responsibility or covenant under the estimate or quotation, these Terms and Conditions or a Contract, the Guarantor may for all purposes be treated as the Client by Market Rd who shall be under no obligation to take proceedings against the Client before taking proceedings against the Guarantor, and the Guarantor will execute a mortgage over his/her or its property to secure payment of all monies owed and outstanding by the Client to Market Rd if requested by Market Rd.
- Should there be more than one Guarantor, then their liability as Guarantors under this Guarantee shall be joint and several.
12. Miscellaneous
- If any Condition or part of any Condition is held to be invalid or unenforceable the invalidity or unenforceability shall be deemed eliminated or modified to the minimum possible extent necessary to make the remainder of the Conditions enforceable.
- Failure by Market Rd to insist upon strict performance by the Client of any of the Conditions shall not be a waiver of any rights of Market Rd on any subsequent occasion.
- These Terms and Conditions and the Contract may only be varied by Market Rd in writing at its discretion.
- The Client may not assign or transfer any of its rights or obligations under or in connection with the Contract to any other person whatsoever.
- Market Rd reserves the right to sub-contract the performance of the Contract or any part of the Contract to any other party or person.
- Neither Party shall be liable for any delay, alteration or failure to perform any of its obligations under a Contract where occasioned by an event beyond that Party’s reasonable control (“force majeure”) and such Party shall be entitled to a reasonable extension of time for the performance of any such obligations.
- The Client shall pay the costs and expenses including indemnity legal costs incurred by Market Rd in exercising any of its rights or remedies or enforcing any of the Conditions. All Contracts made between Market Rd and the Client shall be governed by and construed in accordance with the laws of New Zealand and the Client agrees to submit to the nonexclusive jurisdiction of the New Zealand Courts.
-Any notice given by one Party to the other shall be deemed to have been delivered 48 hours after posting to the recipients registered office or last known address and immediately if forwarded by facsimile or email. Packaging and supplying files will incur a cost and will be payable by the Client in advance of files being supplied.
- Failure by Market Rd to insist upon strict performance by the Client of any of the Conditions shall not be a waiver of any rights of Market Rd on any subsequent occasion.
- These Terms and Conditions and the Contract may only be varied by Market Rd in writing at its discretion.
- The Client may not assign or transfer any of its rights or obligations under or in connection with the Contract to any other person whatsoever.
- Market Rd reserves the right to sub-contract the performance of the Contract or any part of the Contract to any other party or person.
- Neither Party shall be liable for any delay, alteration or failure to perform any of its obligations under a Contract where occasioned by an event beyond that Party’s reasonable control (“force majeure”) and such Party shall be entitled to a reasonable extension of time for the performance of any such obligations.
- The Client shall pay the costs and expenses including indemnity legal costs incurred by Market Rd in exercising any of its rights or remedies or enforcing any of the Conditions. All Contracts made between Market Rd and the Client shall be governed by and construed in accordance with the laws of New Zealand and the Client agrees to submit to the nonexclusive jurisdiction of the New Zealand Courts.
-Any notice given by one Party to the other shall be deemed to have been delivered 48 hours after posting to the recipients registered office or last known address and immediately if forwarded by facsimile or email. Packaging and supplying files will incur a cost and will be payable by the Client in advance of files being supplied.
13. Term and Termination
These Terms shall commence on the Start Date and continue in force for the length of the Term, unless terminated earlier in accordance with the terms of these Terms.
- Renewal: If either Party wishes to renew these Terms, it must give reasonable written notice with adequate detail to the other Party at least 14 working days prior to the expiry of the current Term (“Renewal Notice”). The Renewal Notice must contain the length of the Renewal Term, and may contain any other variation to the terms of these Terms.
- No party receiving a Renewal Notice is obligated to agree to the terms of the Renewal Notice.
- These Terms may be terminated immediately by either party by giving notice in writing to the other party:
- Upon the Other Party committing any material breach of these Terms which is incapable of being rectified; or
- Upon the Other Party committing any material breach of these Terms which is not rectified within 14 working days of written notice of the breach having been given to the Other Party by the First Party; or
- Upon the Other Party becoming insolvent; or
- Upon a Receiver or Manager of any asset of the Other Party being appointed, or an order made or resolution passed for the liquidation of the Other Party.
- Market Rd may terminate these Terms by giving 14 working days notice of termination to the Client, and the Term shall terminate upon the expiry of such notice.
- Termination of these Terms shall be without prejudice to any rights of either party accrued up to the date of termination including any rights, powers or remedies available to that party in contract, at law or in equity.
- Renewal: If either Party wishes to renew these Terms, it must give reasonable written notice with adequate detail to the other Party at least 14 working days prior to the expiry of the current Term (“Renewal Notice”). The Renewal Notice must contain the length of the Renewal Term, and may contain any other variation to the terms of these Terms.
- No party receiving a Renewal Notice is obligated to agree to the terms of the Renewal Notice.
- These Terms may be terminated immediately by either party by giving notice in writing to the other party:
- Upon the Other Party committing any material breach of these Terms which is incapable of being rectified; or
- Upon the Other Party committing any material breach of these Terms which is not rectified within 14 working days of written notice of the breach having been given to the Other Party by the First Party; or
- Upon the Other Party becoming insolvent; or
- Upon a Receiver or Manager of any asset of the Other Party being appointed, or an order made or resolution passed for the liquidation of the Other Party.
- Market Rd may terminate these Terms by giving 14 working days notice of termination to the Client, and the Term shall terminate upon the expiry of such notice.
- Termination of these Terms shall be without prejudice to any rights of either party accrued up to the date of termination including any rights, powers or remedies available to that party in contract, at law or in equity.
14. Collection and Disclosure of Information
Market Rd may at any time collect, hold and use information relating to a Client for any purpose connected with its business including (but not limited to) direct marketing, debt recovery, credit reporting or assessment, and to register any security interest, including collecting information from, and disclosing information to, Related Companies, external credit reporting agencies, debt collection agencies, trade referees and other third parties.
Information disclosed by Market Rd to credit reporting agencies will be disclosed on the basis that it will be held and used by such agencies to provide credit reporting services. Under the Privacy Act 1993 (and any amendments thereto), individuals have rights to access to, and request correction of, their personal information by contacting Market Rd.
The Client, any director signing on behalf of the Client and any Guarantor authorises Market Rd to collect, hold and use information from any person or entity for any of the above purposes, and for such person or entity to disclose information to Market Rd, and the Client further authorises Market Rd to disclose information to any person or entity for any of the above purposes and such person or entity to collect, hold and use information from Market Rd.
Information disclosed by Market Rd to credit reporting agencies will be disclosed on the basis that it will be held and used by such agencies to provide credit reporting services. Under the Privacy Act 1993 (and any amendments thereto), individuals have rights to access to, and request correction of, their personal information by contacting Market Rd.
The Client, any director signing on behalf of the Client and any Guarantor authorises Market Rd to collect, hold and use information from any person or entity for any of the above purposes, and for such person or entity to disclose information to Market Rd, and the Client further authorises Market Rd to disclose information to any person or entity for any of the above purposes and such person or entity to collect, hold and use information from Market Rd.
15. Intellectual Property
All Intellectual Property conceived, discovered, developed, made, perfected, improved, modified or altered by Market Rd in the course of performing the Services, whether:
- Alone or in conjunction with the other party or any other parties;
- Capable of being patented or registered or not,
Shall be the absolute property of Market Rd, unless otherwise agreed in writing, and may be exploited or used by the Market Rd in any manner in Market Rd’s absolute discretion.
The Client will be granted an exclusive, non-assignable license to use any such Intellectual Property in perpetuity.
- Alone or in conjunction with the other party or any other parties;
- Capable of being patented or registered or not,
Shall be the absolute property of Market Rd, unless otherwise agreed in writing, and may be exploited or used by the Market Rd in any manner in Market Rd’s absolute discretion.
The Client will be granted an exclusive, non-assignable license to use any such Intellectual Property in perpetuity.
16. Law
These Terms and Conditions shall be governed by the laws of New Zealand and shall be construed in all respects as a New Zealand contract.