The following Terms and Conditions apply to all advertising services provided by SeeMe Media Limited and form part of this Sales Contract unless otherwise expressly agreed in writing by SeeMe Media Limited.

This Sales Contract shall not bind SeeMe Media Limited until execution by an authorised representative of SeeMe Media.

• Details of the campaign are set out in this Sales Contract.

• Any additional Campaigns will be set out in separate sales contracts.

1. ESTIMATES & QUOTES All estimates, proposals and quotes are valid for a period of 30 days. SeeMe Media is committed to working to the prices quoted. However, from time to time circumstances may cause prices to vary beyond expectations. Accepted quotes will not vary more than 10% without prior consultation with the client. All prices are exclusive of GST unless otherwise stated.

2. TERMS OF PAYMENT All Digital Media (Google Ads, You Tube and Facebook) invoices must be paid in full, within 14 days following invoice date.

All other invoices must be made in full on or before the 20th day of the month following invoice date, unless otherwise arranged in advance and confirmed in writing.

We reserve the right to require either security or payment in advance in some cases before delivery of any order.

SeeMe Media reserves the right to levy penalty interest on any amount outstanding. Such penalty interest will be 3% above the overdraft rate charged by SeeMe Media’s principal bankers (plus GST) from the due date until payment is received by SeeMe Media compounding monthly. SeeMe Media also reserves the right to terminate the Client’s Sales Contract and remove or cease displaying any Advertising Material. Any uninstallation fees associated with the termination of the Client’s Sales Contract will be added to the amount outstanding.

Payments made directly to our bank account or direct credit is preferable

It is unfortunate, but some clients choose not to adhere to our payment arrangements. If you have received the goods/services and your account remains unpaid, it will be passed to our Debt Collection agency for retrieval. In this extreme instance you will be liable for all Collection Agency costs on unpaid accounts.

SeeMe Media requires an initial 50% deposit be paid on any website and/or copywriting projects before work commences. Full payment is required before the website and/or copywriting goes live.

3. PROOF READING SeeMe Media shall not be held liable for errors where a proof has been submitted to and approved by the client. We shall not be liable for any indirect or consequential loss or damage to the client or for any loss to the customer arising from third party claims occasioned by errors in carrying out the work. PLEASE READ YOUR PROOF CAREFULLY!

4. PRODUCTION AND PRINTING If it is specified in this Sales Contract that SeeMe Media will carry out production and/or printing in respect of the Advertising Material:

I. The Client must, at least 14 working days before the start date, provide SeeMe Media with a copy of the artwork for the Advertising Material at such address as SeeMe Media may direct, which is to scale and supplied at the specifications required and which is, in SeeMe Media’s opinion, in compliance with this Sales Contract, suitable for display and of a nature which will be approved by any Authority whose approval is required.

II. The Client must, at least 28 working days before start date, provide SeeMe Media with working files and creative brief for the creation of artwork for the Advertising Material at such address as SeeMe Media may direct if it is specified in the Sales Contract that SeeMe Media will carry out production and printing for the Advertising Material.

III. SeeMe Media will not be liable for any delays related to production, printing, installation or supply of proofs if the copy of the artwork or working files and creative brief is not supplied within the required time frames outlined above.

IV. SeeMe Media will produce and/or print the Advertising Material from the artwork at reasonable commercial rates. Such rates will be advised to the Client when ascertained, SeeMe Media may subcontract such production and/or printing.

5. DELIVERY, INSTALLATION AND MAINTENANCE SeeMe Media will arrange the installation or display of the Advertising Material on a site and is bound to use the

specific installers dictated by the supplier companies. SeeMe Media shall make every reasonable effort to have the Advertising Material installed at the Sites within five (5) working days of the Start Date or Copy Change Date, SeeMe Media shall not be responsible for any delay in installation or display caused by any act or thing beyond its reasonable control, including where bad weather renders installation or display unsafe or impracticable.

Where an installation or display delay is caused solely by SeeMe Media, then at the discretion of SeeMe Media, the Client will be entitled to either a pro rata abatement of the charges or to a pro rata extension of the Term.

SeeMe Media will not be responsible for any interruption to the electrical power supply of any Site. The Client acknowledges and agrees that the Sites which are digital advertising signs require, on average, down time when Advertising Material will not be displayed of approximately 5% per month and the Client will not be entitled to any abatement of monthly media costs during the period of such interruption or down time.

At the conclusion of a Campaign, SeeMe Media may dispose of the Advertising Material unless the Client has notified SeeMe Media that it requires the Advertising Material to be retained and either forwarded to a specific address or collected by the Client within one month of the conclusion of the campaign. All costs associated with the return of the Advertising Material to the Client will be added to the Clients account.

SeeMe Media is under no obligation to immediately remove the Advertising Material from the site at the conclusion of a Campaign unless it has been specified in the Sales Contract.

SeeMe Media cannot guarantee the quality of Bus Advertising Material due to the effects of road grime, carbon emissions, UV exposure and exposure to cleaning chemicals. The Client acknowledges and agrees that all Bus Material campaigns longer than three consecutive months, are subject to an Advertising Materials replacement, at the Client’s cost.

6. ADVERTISING STANDARDS The Client must provide a copy of the creative to SeeMe Media for approval no later than 14 days prior to the Campaign start date.

If SeeMe Media considers any Advertising Material is illegal or in breach of the standards issued by the Advertising Authority (ASA), SeeMe Media may elect not to display that Advertising Material, in which case the following will apply:

6.1. SeeMe Media may refer the matter to the ASA for decision. If the ASA determines that the advertising is in breach of the Advertising Standards, the Client will be liable to SeeMe Media for:

I. The full amount of the charges under this Sales Contract (even if the advertising has not been displayed).                                                       

II. All costs of removing any advertising that has been posted.

III. All costs incurred by SeeMe Media in referring the matter to the ASA.

IV. If SeeMe Media elects not to refer the matter to the ASA, no charges will be payable by the Client (but neither will SeeMe Media be liable to the Client for any reason whatsoever).

6.2. If it is specified in this Sales Contract that SeeMe Media will carry out production and printing in respect of the Advertising Material: If SeeMe Media Limited has been compelled to remove the Advertising Material by the ASA, the Client will be liable for:

I. The full amount of charges under this Sales Contract.

II. All costs associated with removing any advertising that has been posted.

SeeMe Media accepts no responsibility for the Advertising Material prepared by or at the request of the Client.

7. CONFIDENTIAL INFORMATION All information provided is to be true and accurate. It is imperative that at quote stage any amendments to billing names/customer information be made immediately, it is the responsibility of the client to check these details carefully. All confidential information shall not be disclosed to any third party, except as may be necessary to perform obligations under the proposal/quote.

8. ADDITIONAL REQUESTS It is the client’s responsibility to pay for any modifications. Requests, additions and modifications above the quoted price will be charged to the client at our standard rates. Alterations after a 2nd proof are additional authors corrections and are charged at the standard hourly design rate. Any specification changes may alter the price.

9. RETURN OF GOODS Printed goods cannot be returned for credit or refund unless they are defective and/or the print work materially differs from that approved by the client when confirming the order. Any claims for credit or refund must be lodged in writing with SeeMe Media within seven days of goods being received.

10. CANCELLED OR DELAYED ORDERS The Client may cancel the order in respect of all or any bookings by giving six (6) full calendar months’ notice prior to the commencement of the campaign in writing to SeeMe Media.

Cancellations made up to three (3) full calendar months prior to the commencement of the campaign, at the discretion of SeeMe Media Limited, may be liable for payment of 50% of the full media cost payable upon cancellation for the full term of the Sales Contract

If the Sales Contract is within the three (3) months start date, 100% cancellation is payable.

All cancellation notices or requests must be made in writing and the Client must confirm receipt of the cancellation notice or request with its SeeMe Media Limited representative.

Where a client cancels an order prior to confirmation but where SeeMe Media has expended resources including time and/or the procurement of materials or product specific to that order the client will be liable to compensate SeeMe Media for all costs incurred and will otherwise protect SeeMe Media against any loss including loss of profit.

All deposits payments made are non-refundable.

11. REMOVAL FOR PURPOSES OF SITE OWNER’S UNDERTAKING

If the Site Owner at any time in its absolute discretion requires the display of Advertising at their property to be pre-approved, interrupted or discontinued then SeeMe Media may not install, interrupt or discontinue such display without prior notice to the client and upon any such action of the Site Owner, SeeMe Media may terminate the Agreement whether wholly or in part notwithstanding anything therein contained. In the event of such termination, SeeMe Media’s liability is limited.

In the event of a termination by SeeMe Media, SeeMe Media shall be entitled to be paid by the Client the full rate for the Sites in question up to and until the time at which the advertising / display is discontinued together with any other Fees due and owing by the client, but SeeMe Media shall not be liable to pay any damages losses or expenses to the client as a result or in respect of such suspension, variation or cancellation

12. COPYRIGHT AND INTELLECTUAL PROPERTY SeeMe Media owns, and has copyright in all work, drawings, specifications, models, photographs, documents, all electronic data and software produced by it in connection with the services that form the subject of this contract and the client may use them only if paid for in full and for the purpose for which they were intended and supplied. SeeMe Media reserves the right to display completed work for promotional and portfolio purposes, unless where doing so would reveal confidential information.

13. CLIENT RESPONSIBILITIES It is the client’s responsibility to perform the following, in a reasonable and timely manner:

i. co-ordination of any decision-making with parties other than the designer.

ii. providing content in a form suitable for reproduction or incorporation. No liability will be accepted for errors or omissions resulting from supplied material.

iii. final proofreading. In the event that the client has approved final work, but errors remain in the finished product, the client shall incur the cost of correcting such errors.

iv. It is the responsibility of the individual requesting the work to have prior approval to proceed and provide SeeMe Media with purchase order numbers (where applicable), as early as possible.

NOTE: Purchase Orders are a business’ internal policy, and SeeMe Media will not cease work without such an order. SeeMe Media does however still require Terms of Payment to be met, with or without purchase orders being provided.

14. PROJECT COMPLETION A project will be considered complete once SeeMe Media work, as outlined in the quote, has been completed, or once the client has given SeeMe Media permission to make the requested work publicly available (e.g. online or printed).

15. WEBSITE HOSTING Website hosting services are invoiced every month. Hosting fees are based on the amount of storage and traffic that a website uses, therefore hosting fees may vary from time to time. DOMAIN NAMES Annual domain name registration / renewal fees are included in the monthly hosting fee outlined above. Any hosting services cancelled prior to 12 months of service will be liable for a fee of $40+GST per domain name to cover the outstanding cost of registration. Unless otherwise arranged, cancellation of a hosting service will also involve cancellation of any associated domain names. SeeMe Media or nominated contractor may occasionally use their own email address as the official registrant email address of a client’s domain name. This will allow registrant-level domain name changes to be made on behalf of the client. The registrant email address can be changed at the request of the client.

16. WEBSITE MAINTENANCE CONTRACTS Ongoing maintenance work will be charged per hour, or at a fixed rate if previously arranged. At the end of any month in which work was completed, an invoice will be issued containing a summary of the work provided during that month and the costs incurred.

17. WEBSITE COPYRIGHT AND OWNERSHIP Unless otherwise arranged, the client retains ownership of all graphics and static HTML content provided as part of the final product. However, concept artwork, source files and server-side code will remain the exclusive property of SeeMe Media or nominated contractor.

18. ACCESS AND THIRD-PARTY INVOLVEMENT If the client’s website is to be hosted on a third-party server, SeeMe Media and/or nominated contractor must be granted read/write access to the chosen server via FTP access. Depending on the specific nature of the project, other resources might also need to be configured on the server. Any private access details provided by (usernames and passwords) must be kept strictly confidential. Clients must inform SeeMe Media immediately if they believe that any access details have been made public so that SeeMe Media can assign new access details for the relevant services.

19. GOOGLE ADWORDS/FACEBOOK SPECIFIC TERMS AND CONDITIONS Whilst SeeMe Media are managing your Google AdWords/Facebook advertising account the following terms and conditions apply:

I. By entering this Agreement with SeeMe Media you give us permission to access your Google AdWords/Facebook advertising account for the purposes of optimisation and management of your online business.

II. SeeMe Media will endeavor to set up your AdWords/Facebook advertising accounts as soon as possible, however in some cases it may take up to 5-7 days to complete set up of your new account.

III. If SeeMe Media requests more information from you for the setup of your new or existing account, SeeMe Media will not be held responsible for any delay arising from the need for further information.

IV. To allow SeeMe Media to finalise strategies started and ensure your account is not negatively affected by “half finished” optimisation techniques, See Me Media requires 4-weeks’ notice to cancel management and billing. SeeMe Media would appreciate the opportunity to discuss your concerns at this time.

V. SeeMe Media is a separate service from the “per click” fees that Google AdWords/Facebook will charge you. Cancellation of your management does not automatically stop your Google AdWords advertising from running and incurring Google AdWords/Facebook “per click” fees. SeeMe Media will not be liable for any amounts that Google AdWords/Facebook charges you may incur follow the cancellation of your management.  If you wish to cease advertising online while you cancel your management with SeeMe Media, please notify your contact in writing so that we can cancel your Google AdWords/Facebook advertising as well. Alternatively, you may choose to directly access your own Google AdWords/Facebook advertising account to arrange cancellation.

VI. For clarity, please note that: SeeMe Media is not Google, Google AdWords or Facebook; A Google “sponsored link” is a generic term, whereas SeeMe Media is our business name.

VII. SeeMe Media has no fewer than two (2) staff members who are “Google Certified Individuals”. However, despite this affiliation with Google, the Media Owner is a separate entity from Google and Facebook; and your AdWords /Facebook advertising account/s remain your property. We will work on your AdWords/Facebook advertising account/s, but it/they remain Yours.

VIII. SeeMe Media will endeavour to help you obtain your online advertising goals by providing you with advice, information and technical services in relation to Search Engine advertising/marketing. Unless specifically stated to the contrary in this Agreement, SeeMe Media does not guarantee any rate of return or performance of any online advertising on Google AdWords/Facebook advertising (including but not limited to any search results page/s or rankings).

IX. SeeMe Media is providing an internet marketing service for a competitive price. SeeMe Media is not insuring or underwriting your chosen business model. You acknowledge that internet services are inherently subject to technical failures and disruptions from time to time.

X. You warrant to Us that you will use the services provided by SeeMe Media under this Agreement for business purposes (and not predominantly personal, domestic or household use).

XI. To the extent that Copyright subsists in any text that SeeMe Media create for Your AdWords account/s pursuant to this Agreement; SeeMe Media assign copyright in such text to You. For the avoidance of doubt, this clause does not assign copyright in any other materials that we may create for you outside the scope of this Agreement.

XII. You are solely responsible for maintaining the secrecy of your username and password in relation to the Account/Site, and for restricting access to your computer. You are fully responsible for the use of the Account/site under your username and password. In case of breach of security, you must notify SeeMe Media immediately of any unauthorised use of your username or password.

XIII. SeeMe Media reserves the right to deliver marketing, advertising and other promotional materials to all its clients, as well as any past clients. SeeMe Media will endeavor to cease any marketing/advertising communications in a timely manner in the event a client, or past client, opts-out of future promotional materials.

XIV. Unless otherwise expressly agreed, it will be your responsibility to monitor, manage and respond to all commentary on the Facebook Page.

XV. SeeMe Media may at your request set up custom Facebook tabs using our agency account. At the termination of your management agreement, all data and ownership of the custom tabs cannot be transferred. SeeMe Media may, on occasion, manage third-party applications (including custom tab builders) at your request.

20. ACCEPTABLE USE All products and services may be used for lawful purposes only. Transmission, storage, presentation or linking to any information, data or material in violation of any New Zealand law is prohibited. The client agrees to indemnify and hold SeeMe Media unaccountable for any claims resulting from the client’s use of a service which damages any other party.

21. COMMUNICATION New clients may automatically be subscribed to SeeMe Media email newsletter. This newsletter is intended to keep clients informed of new staff, products, events, prices, laws and other issues related to SeeMe Media and the industries that SeeMe Media works in.

22. LIABILITY To the maximum extent permitted by law:-SeeMe Media will not be liable in any way for fines, penalties, taxes (except GST), exemplary/aggravated/punitive damages, liquidated damages, indirect/consequential losses (including loss of contract, loss of production, loss of revenue, loss of profit, lost opportunity costs, and/or other loss not arising naturally and directly according to the usual course of things) or legal costs and expenses (except reasonable legal costs awarded by a court) arising from the subject matter of this Agreement; and the maximum liability of SeeMe Media to you is the lesser of

a) the sum of Setup Fees, Production Fees and Management Fees you have paid to SeeMe Media.

b) or the cost of re-supplying the advertising services.

c) or the cost of rectifying the advertising problem which has caused your loss.

23. VARIATION These Terms and Conditions can be modified at any time by SeeMe Media. You agree to continue to be bound by these Terms and Conditions as modified. We will publish the revised Terms and Conditions on our website – we will attempt to notify you of these changes.