Terms and Conditions
1. Terms and Conditions
These Terms and Conditions (“Agreement”) are between Orla Marketing (“Orla Marketing”) and you for the provision of marketing services described below.
By accessing or using our website [yourwebsite.com] (the “Site”), you acknowledge that you have read, understood, and agreed to these Terms and Conditions and agree to be bound by them. Orla Marketing will only supply services on these Terms and Conditions.
2. Precedence
2.1 The Agreement is structured so that these Terms and Conditions take precedence over any Service List and the specific Terms and Conditions relevant to each service. In the event of any inconsistency, these Terms and Conditions will prevail.
3. Services and Service List
3.1 The Service List below outlines the services offered by Orla Marketing and the relevant Terms and Conditions.
3.2 By agreeing to this Agreement, you also agree to be bound by the Terms and Conditions applicable to the services provided.
4. Variations and Cancellations
4.1 Changes to services can be made by notifying Orla Marketing in writing. New services will commence as agreed in the updated Service Proposal. Your next invoice will reflect:
Charges applicable to the new service from the date of notice;
Charges for any remaining invoice period for previous services;
Charges for amounts due but unbilled for previous services;
Charges for costs associated with any service change or cancellation.
Deposits or payments for cancelled services are non-refundable.
4.2 Orla Marketing may change these Terms and Conditions by giving you written notice (by email, fax, or post). For changes affecting charges, Orla Marketing will provide 30 days’ prior written notice.
5. Term
This Agreement starts on the date Orla Marketing confirms that services have been activated or another agreed date (“Commencement Date”) and continues until terminated as per these Terms and Conditions.
6. Charges
6.1 Charges for each service, whether recurring or not, are outlined in your Proposal document and are payable in NZ dollars within 7 days of the invoice date, or as otherwise specified. All deposits or advanced payments are non-refundable.
6.2 You must pay for all charges for services for their full invoicing periods, even if the Agreement is suspended or terminated during that period, or if services are changed or cancelled.
6.3 Charges and other amounts are exclusive of GST.
6.4 Orla Marketing may set off any amounts due under this Agreement against amounts payable by Orla Marketing to you.
6.5 Orla Marketing reserves the right to charge interest on overdue amounts at an annual rate of 2% over the Reserve Bank of New Zealand base rate.
6.6 Invoices must be disputed in writing within 7 days of the invoice date. Failure to do so means the invoice is deemed accepted. You must still pay any undisputed portions of an invoice.
6.7 Orla Marketing may issue a refund if you purchase online via our website and do not receive the goods or services specified in the transaction.
7. Termination
7.1 Orla Marketing may terminate or suspend this Agreement (without liability) by giving at least 1 month’s notice, or immediately if you breach the Agreement, fail to pay charges, or become insolvent.
7.2 Orla Marketing may also suspend or terminate specific services, with a standard re-activation charge for reinstatement.
7.3 On termination or expiration of this Agreement or any service-related Terms and Conditions:
Orla Marketing will invoice you for all due but unbilled amounts and may delete all data and materials related to your services. It is your responsibility to retain backup copies.
Deposits or amounts already paid are non-refundable.
8. Liability
8.1 Services are provided on an “as is where is” basis without guarantees or warranties regarding accuracy, completeness, reliability, or uninterrupted service. Orla Marketing does not warrant that services will be error-free or free from external intruders.
8.2 To the extent permitted by law, Orla Marketing excludes all implied conditions, warranties, and liability for any loss or damage arising in connection with services or use of services, including loss of income, business, profits, data, or goodwill.
8.3 This does not affect any liability that cannot be excluded or limited by law. Where applicable, Orla Marketing’s liability is limited to replacement or repair of goods or supply of services again.
8.4 Orla Marketing’s maximum liability is capped at NZ$1,000.00.
8.5 You agree to indemnify Orla Marketing against any claims or costs arising from materials provided by you or use of services.
9. Notices
9.1 Notices from Orla Marketing will be sent by email to the address you provided. It is your responsibility to keep this email address current. Proof of sending by email is conclusive proof of receipt.
9.2 Notices from you must be sent in writing to Orla Marketing at orlamarketingnz@gmail.com
10. Force Majeure
Orla Marketing is not responsible for delays or failures arising from circumstances outside of its control, including natural disasters, governmental actions, war, terrorism, fire, flood, or internet interruptions.
11. Non-Solicitation
You shall not hire or engage any employees or contractors of Orla Marketing during the Agreement or for one year thereafter.
12. Intellectual Property & Confidentiality
12.1 Orla Marketing retains all intellectual property rights in materials and tools used in providing services. You are granted a non-exclusive licence to use this intellectual property for the duration of the Agreement.
12.2 Services may include third-party intellectual property, and your rights to use such property are limited to Orla Marketing’s rights to access and pass on such rights.
12.3 Licence rights automatically terminate if the Agreement ends. You must not replicate, commercialise, or reverse engineer intellectual property.
12.4 You warrant that any data or content you provide does not infringe on third-party rights or laws.
12.5 Confidential information obtained during the Agreement must not be disclosed except to employees who need it.
13. Entire Agreement
This Agreement contains the entire understanding between the parties and supersedes all prior discussions and agreements related to services. You are also bound by any additional policies or guidelines.
14. Governing Law
This Agreement is governed by and construed in accordance with New Zealand law, and any disputes shall be subject to the exclusive jurisdiction of New Zealand courts.
15. Interpretation
In this Agreement:
References to “this Agreement” include these terms and conditions and any related documents.
Headings are for convenience and do not affect interpretation.
Singular includes plural, and vice versa.
Gender-specific terms include all genders.
References to legislation include amendments and replacements.
A reference to a party includes its successors and permitted assignees.
A promise by two or more persons binds them jointly and severally.
No provision will be construed against a party for preparing the Agreement or that provision.
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