terms and conditions

These terms and conditions set out the general terms under which we undertake our business. The specific conditions relating to particular assignments will be covered in the Scope and Schedule of Service sections of the engagement letter and the fee section of your proposal.

These terms and conditions apply to any current work and to any future work we do for you (unless we agree in writing to change these terms).

You acknowledge you have the authority to agree to these Terms & Conditions for all entities listed and others that you ask us to act for.

Reference in these terms to “we”, “us” and “our” is to Mint and Honey Limited (Mint and Honey). Reference in these terms to “you” and “your” is to the entities and any other individuals included in your proposal and Terms of Engagement Letter

Occasionally we may change these terms. If we make changes, we will let you know in writing and you will be bound by the updated terms from the date of our communication to you.

These terms and conditions were last updated on 20 August 2023.

Our responsibility to you

• deliver professional marketing and communications activity, inclusive of, but not limited to:

• developing a comprehensive marketing strategy based on your goals and target audience, outlining the tactics and channels to be used

• Creating and designing marketing materials, such as ads, graphics, videos, and other content, adhering to your branding guidelines

• producing relevant and engaging content, such as blog posts, social media posts, email campaigns, and more, as outlined in the strategy
• planning, creating, and managing advertising campaigns across various platforms, optimising for performance and results
• managing social media accounts, including content scheduling, community engagement, and monitoring
• implementing search engine optimisation (SEO) strategies to improve online visibility and search engine rankings
• track and measure the performance of the marketing campaigns, providing regular reports on key metrics and insights
• manage the project, ensuring that milestones and deadlines are met, and adjusting strategies as needed to achieve the desired outcomes.
• meet agreed deadlines and communicate with you if there is any reason why these deadlines cannot be met;
• maintain open communication, providing updates, progress reports, and seeking your input and feedback when required;
• continually monitor services provided for effectiveness and make adjustments where necessary to optimise results;
• act ethically and professionally while protecting and promoting your brand’s reputation and image. This includes meeting the standards of professional conduct and best practice set out by the Marketing Association New Zealand and the Public Relations Institute of New Zealand;
• treat all confidential information provided by you with the utmost discretion and confidentiality; and
• work diligently to ensure your satisfaction with our services and overall performance.

Your responsibility to us

• provide all necessary information, materials, and data required for delivery of services, including branding guidelines, assets, collateral, product information, target audience details, and any existing marketing materials and strategies for the delivery of marketing services;
• provide timely feedback and approvals on deliverables, including creative materials, content, and strategies, within the agreed-upon timelines;
• grant Mint and Honey access to necessary systems, platforms, websites, and social media accounts to execute the marketing activity effectively;
• actively collaborate with us and provide insights to refine the campaign strategies; and
• adhere to the agreed-upon payment schedule and terms outlined in this agreement.

You remain responsible for

• the reliability, accuracy, and completeness of the information provided to us;
• establishing and maintaining adequate record keeping systems, internal control structures, and approval processes; and
• maintaining the security of your platforms and channels, including data back-ups and online storage systems.

We will communicate with you by email or other electronic means about the work we do for you.

We use virus scanning software to reduce the risk of viruses and similar damaging items being transmitted through emails or electronic storage devices. However, electronic communication is not secure and we cannot guarantee that electronic communications will always be free from viruses or other defects. We also cannot guarantee that electronic communications are secure or will be received.

We agree that the recipient will mitigate this risk by taking responsibility for virus checking emails and attachments. Neither of us is responsible to the other for any loss suffered in connection with the use of e-mail as a form of communication between us.

We may occasionally email you information such as newsletters and other items of interest we feel are relevant and useful to you. If you do not want to receive that information, please let us know.

Our commitment to confidentiality

The conduct of this engagement is in accordance with the professional standards, rules and ethical requirements of both the Marketing Association New Zealand and the Public Relations Institute of New Zealand. Information we obtain in the course of this engagement is subject to confidentiality requirements, in addition to our obligations under the Privacy Act 1993.

As a result, communication between us is confidential and we shall take all reasonable steps to keep your information confidential unless we are authorised by you to disclose information on your behalf or are required to disclose it by law, regulatory bodies or by our insurers.

We may, on occasions, subcontract work to deliver services to you. The subcontractors will be bound by our client confidentiality terms.

We reserve the right for the purpose of promotional activity, training or for other business purposes to mention that you are a client. As mentioned above we will not disclose any confidential information.

Commercial in confidence

Confidential Information: In the course of our engagement, both parties may disclose certain confidential and proprietary information (“Confidential Information”) to each other. Confidential Information may include, but is not limited to, proposals, business plans, marketing strategies, financial information, client lists, and any other information deemed confidential by either party.

Obligations of Confidentiality:

a. Non-Disclosure: Both parties agree to treat all Confidential Information with the utmost care and to not disclose, disseminate, or otherwise make available any Confidential Information to any third party without the prior written consent of the disclosing party, except as required by law.

b. Use of Confidential Information: Both parties agree to use the Confidential Information solely for the purpose of fulfilling the obligations of this agreement and not for any other purpose without the prior written consent of the disclosing party.

The obligations of confidentiality stated in this clause shall not apply to information that:

a. Was already known to the receiving party at the time of disclosure, as evidenced by written records.

b. Is or becomes publicly available through no fault of the receiving party.

c. Is rightfully obtained by the receiving party from a third party without any obligation of confidentiality.

d. Is required to be disclosed by law, regulation, or court order, provided that the receiving party shall give the disclosing party prompt written notice of such requirement to allow the disclosing party the opportunity to seek a protective order or other appropriate remedy.

To provide cost effective services, we may subcontract work to other professionals and outsourced providers to complete some or all of the services required to complete this engagement.

You expressly authorise us to use subcontractors and to disclose to them any information required in order to complete their part in the engagement. This may include access to your marketing platforms and other software.

If you do not wish us to use subcontractors please notify us in writing immediately. We may revise your fees if all your services are provided by our direct employees.

Where we decide to contract work out:

• we will ensure that confidentiality agreements are in place;
• we will ensure appropriate data security measures are in place;
• we will take all reasonable steps to ensure that New Zealand Privacy Principles are complied with; and
• we will supervise the work to ensure that it meets the standards of service provided by Mint and Honey

If you wish to make changes to the scope of work described in this Agreement (“Change Requests”), you agree to submit a written change request outlining the requested changes, rationale, and any associated impact on the project timeline, deliverables, and costs.

Upon receiving a change request, we will evaluate the feasibility, impact, and implications of the requested changes and provide you with an estimate of the additional time, resources, and costs required to implement the requested changes. Please note, we are not obligated to accept or implement any change requests that are outside the scope of the agreed-upon services or that would significantly impact previously agreed deadlines.

You agree to review our estimate for the requested changes and provide written approval or rejection of the changes. If approved, we will proceed with implementing the changes according to the agreed-upon terms.

If the approved change requests result in additional costs or changes to the project timeline, we will promptly inform you of these adjustments and seek the your confirmation prior to adjusting fees.

Any approved change requests may impact the project schedule and may require adjustments to previously agreed-upon milestones and deadlines. Both parties shall work collaboratively to manage any such schedule adjustments.

If there are multiple change requests, we will both discuss and prioritise the implementation of these changes based on their impact and importance to the project’s goals.

When we do work for you, we will always protect and promote your interests subject to our obligations under law. Before we accept a job from you, we will do our best to find out if any conflict of interest exists.

If we find a conflict of interest at any time, we will immediately let you know and tell you how we plan to deal with the conflict. That may mean we stop working for you, the other client or both.

To ensure that there is no misunderstanding, we find it helpful to set out for our clients the basis upon which our fees and charges are calculated and our terms of payment within the agreed Letter of Engagement.

Our fees are based on a number of considerations. These include the time spent on the job, its complexity, the degree of skill, knowledge and responsibility involved, the urgency and the result we achieve for you.

We reserve the right to invoice separately for any work outside the scope of the agreement. We will advise you as soon as reasonably practicable if the work required exceeds the agreed scope and give you an estimate of the likely amount of the further costs.

We reserve the right to charge a late fee of up to 50% of the fee for that service if you do not provide information requested or respond to queries within specified timeframes.

We reserve the right to charge a meeting cancellation fee of up to 50% of the time booked for any no-show meetings or meetings that are cancelled within an hour of commencement.

If you require additional services during the year, we will endeavour to provide an estimate for that work. If this is not possible our fees will be based on a time and cost basis. Fees will be invoiced on completion, unless the work is likely to take some time in which case an interim fee may be charged.

Invoices for all services are issued by the 7th of the month and are payable by the 20th of that month.

We may charge interest on unpaid accounts at the rate of 1.5% per month calculated on a daily basis and compounded monthly.

We may take action to recover unpaid accounts and charge you the cost of that recovery.

We may withdraw our services and decline to continue further work until the fee is paid in full or until an acceptable repayment arrangement is installed. Should services be withdrawn we will not be held liable for the extending of timeframes or inability to meet deadlines.

You should be aware that, like all other providers of services, we are entitled to retain possession of your records that have been used in relation to this engagement until outstanding fees are settled.

In the event that you require us to incur certain costs or expenses beyond the scope of the agreed-upon services outlined in the Letter of Engagement, the following terms shall apply:

Costs and Expenses: You acknowledge that certain marketing activities may require additional costs and expenses, such as advertising spend, stock imagery, premium tools, travel expenses, third-party services, and any other directly related costs (“Additional Costs”).

Prior Approval: Before incurring any Additional Costs on behalf of your business, we will provide a detailed estimate of these costs, along with a description of the purpose and necessity for incurring such costs. You agree to review and approve the estimate in writing before the we proceed with incurring the Additional Costs.

Advance Payment: In some instances, we may require you to make an advance payment to cover the estimated Additional Costs prior to incurring these costs. The advance payment will be outlined in the estimate and is payable within 7 days of receiving the estimate.

Actual Costs: Upon incurring the Additional Costs, we will provide you with an itemised breakdown of the actual costs incurred, along with relevant receipts and documentation.

Reimbursement: If the actual costs incurred are less than the advance payment, we will reimburse you for the difference within 7 days of providing you with the itemised breakdown of actual costs.

Overages: If the actual costs incurred exceed the advance payment, you agree to promptly reimburse the difference within 7 days of receiving the itemised breakdown of actual costs.

Dispute Resolution: Any disputes regarding the necessity, accuracy, or reasonableness of the Additional Costs shall be resolved in accordance with the dispute resolution clause of this contract.

No Liability: We will not be held liable for any costs incurred without your prior written approval, as outlined in this clause.

All materials, ideas, concepts, and content provided by you prior to the commencement of this contract shall remain your exclusive property. All creative materials, content, designs, graphics, videos, and other intellectual property created by Mint and Honey specifically for the purposes of this agreement will become your exclusive property upon full and timely payment for services.

Pre-existing materials

We retain ownership of our pre-existing materials, tools, methodologies, and other intellectual property developed independently or used in the performance of our services. However, for the duration of services, you gain a non-exclusive, limited licence to use such pre-existing materials solely for the scope of services defined in the letter of engagement.

Promotional use

We may use the marketing materials created while delivering services for the purpose of showcasing its work, unless otherwise agreed upon in writing by both parties.

Confidential information

Both parties agree to treat each other’s intellectual property and confidential information with the utmost confidentiality and not to disclose, reproduce, or use such information except as required for the performance of this agreement.

You agree to indemnify, defend, and protect Mint and Honey from and against all litigation and legal costs of every kind pertaining to your business including reasonable legal fees due to any act or failure to act by your business pertaining to the delivery of our services.

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is due to circumstances beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, government actions, natural disasters, epidemics, pandemics, strikes, lockouts, power outages, and other similar events (“Force Majeure Event”).

If a Force Majeure Event occurs and substantially hinders the performance of either party’s obligations under this Agreement, the affected party shall promptly notify the other party in writing, providing details of the Force Majeure Event and its expected impact on the performance of the Agreement.

During the continuation of the Force Majeure Event, the parties shall be excused from their respective obligations under this Agreement, to the extent that those obligations are affected by the Force Majeure Event.

If the Force Majeure Event continues for a period of 14 days or more, either party may, by giving written notice to the other party, terminate this Agreement without any further liability, except for the payment of fees and expenses incurred prior to the occurrence of the Force Majeure Event.

The party seeking to claim the benefit of the Force Majeure Event shall use its best efforts to minimise the impact of the event and to resume the performance of its obligations as soon as the Force Majeure Event is resolved.

This Force Majeure clause shall not relieve the parties of their obligations to make payments for services provided prior to the occurrence of the Force Majeure Event.

Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, termination, validity, or enforceability (“Dispute”), shall be resolved in accordance with the following procedures:

Negotiation

The parties shall first attempt to resolve the Dispute amicably through good faith negotiations. Each party shall provide written notice of the Dispute to the other party, outlining the nature of the Dispute and any relevant information.

Mediation

If the Dispute is not resolved through negotiation within 30 days of the initial notice, either party may initiate mediation by providing written notice to the other party. The mediation shall be conducted by a mutually agreed-upon mediator or a mediator appointed by a reputable mediation service. Both parties shall participate in the mediation in good faith and make reasonable efforts to reach a mutually acceptable solution.

Termination

If mediation is unsuccessful within 14 days of initiation, any unresolved Dispute will result in a termination of the agreement where you agree to pay us the fees for any work we have done based on time and costs up to the time we cease work.

Confidentiality

All communications and negotiations related to the Dispute resolution process, including mediation, shall be treated as confidential and shall not be disclosed to third parties without the written consent of both parties.

We are committed to providing services of the highest professional standards and ultimately you are the judge of our service. Please contact us straight away if you have a question about any service provided or if you are unhappy with any other aspect of our work. We will deal with any complaints promptly and fairly.

Either of us may terminate this agreement :

• At any time by giving the other 30 days written notice; or
• Immediately if the other becomes insolvent or otherwise ceases to carry on business or commits any material breach of this agreement that is either incapable of being remedied or is not remedied within 14 days of receipt of a notice requiring the breach to be remedied.

In the event of termination of this contract, we will endeavour to agree with you the arrangements for the completion of work in progress at that time. If we are required for legal or regulatory reasons to cease work immediately then we shall not be responsible or liable for any consequences arising from termination.

If this agreement is terminated you agree to pay us the fees for any work we have done based on time and costs up to the time we cease work. You agree to pay for any expenses such as software costs incurred by us during the handover period.