You (“Client”) agree to the following terms of Brick and Water Limited (“Agency”) by accepting the price indication in any proposal, signing the proposal or otherwise by conduct by choosing to proceed with receiving services from the Agency:

1. Services

Agency is engaged in the business of providing services of social media marketing, web consulting, search engine optimisation, and reputation management. It is hereby agreed that Agency shall provide the following services (“Services”):

1.1 Creation and design of strategies & campaigns for Client on
the following social media platforms:

• Facebook
• Twitter
• Pinterest
• YouTube
• Other applicable platforms as deemed appropriate (e.g. Snapchat).

1.2 Agency shall be responsible for all the content, creative and communication done across social media platforms from the official accounts of Client.

1.3 Agency shall be solely responsible for advertising expenditure (including PPC) pursuant to the Services as determined at its discretion. Additional expenses may be charged to Client, subject to prior written consent. Additional services provided outside the scope of the Services shall be charged to Client on a time and materials basis, subject to prior written consent.

2. Fees

Payment It has been agreed that the Client shall pay in advance. Any delay on the part of the Client to pay the Fees within 7 days from the due date, would constitute a material breach of the agreement entitling the Agency to terminate and suspend all Services and access to their accounts on social media platforms until settlement of the outstanding Fee. A monthly service fee of 2 percent is payable on all overdue balances and Client shall pay all collection or legal fees caused by late payments.

3. Termination

If after 3 months from the commencement of the agreement, the Client is not completely satisfied with the Services provided by Agency it may immediately cancel this agreement by giving a one month notice to in writing via email. Failure to follow the cancellation policy mentioned in this clause will result in continued billing on a monthly basis. Notwithstanding this clause, either party may terminate if the other party breaches any of its material responsibilities or obligations under this agreement and fails to cure that breach within 3 days of notice by the innocent party. This agreement may also be terminated immediately by the mutual agreement of the parties. The parties further agree that in the event this agreement is cancelled /terminated for any reason, the Client shall not be liable to pay the Fees from the effective date of termination of this Agreement.

4. Confidentiality

Each Party (the “Receiving Party”) agrees that it will not disclose to any third party or use any any sensitive figures, data, sales projections, budgets, processes, trade secrets amounts, and sales reports (“Confidential Information”) of the other party pursuant to the Services (the “Disclosing Party”), except as expressly permitted in this agreement, and that it shall take all reasonable measures to maintain the confidentiality of all such Confidential Information in its possession or control, which shall in no events be less than the measures it uses to maintain the confidentiality of its own information of similar importance.

5. Warranty

Agency warrants that their Services will be provided in all reasonable care and skill and in a timely manner, except due to circumstances beyond their control. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES STATED IN THIS AGREEMENT, AGENCY MAKES NO WARRANTIES WHATSOEVER. AGENCY EXPLICITLY DISCLAIMS ANY OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH LAWS OR REGULATIONS APPLICABLE TO THE SERVICES. IN THE EVENT THAT AGENCY PROVIDES SERVICES TO CLIENT FOR BUSINESS PURPOSES, THE PROVISIONS OF THE CONSUMER GUARANTEES ACT 1993 AND FAIR TRADING ACT 1986 ARE HEREBY EXCLUDED TO THE MAXIMUM EXTENT PERMITTED BY LAW. IN NO EVENT SHALL AGENCY’S LIABILITY EXCEED THE NET PROFIT OF AGENCY’S FEES UNDER THIS AGREEMENT.

6. Intellectual Property/Indemnity

The Client represents and warrants to Agency that to the best of Client’s knowledge, they can use any artwork, fonts, content or materials provided to Agency by Client pursuant to the Services and will indemnify Agency from any damages suffered as a result of claims that artwork, fonts, content or materials provided by Client infringe the rights of any third party.

7. Non-solicitation

The Client hereby covenants that during the term of this agreement and for a period of one year following its termination or expiration, it shall not, without the previous written consent of the Agency, directly or indirectly employ or contract the services of any person who was engaged by the Agency pursuant to the Services.

8. Entire Agreement/No Waiver

These terms comprise the entire understanding and agreement between Agency and Client and supersede any other understanding or agreement, oral or written, relating to use of the Services, unless otherwise agreed by Agency in writing. Modifications to this agreement must be in writing and signed by both parties. Failure by either party to enforce any right or seek to remedy any breach under this agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

9. Governing Law

This Agreement shall be governed by the laws of New Zealand. The parties hereby submit to the exclusive jurisdiction of the Courts of New Zealand.

10. Severability

If any provision of this agreement is held invalid or unenforceable, the remainder of this agreement shall remain in full force and effect. Where possible the invalid or unenforceable provision shall be interpreted in such manner as to be effective and valid under applicable law.