Momentum Agency Services Agreement
THIS AGREEMENT is made on the date of signing or accepting a quote
 
BETWEEN

1.  (the "Buyer"); and 

2. Shopbox New Zealand Limited (T/A Momentum Agency (the "Service Provider"), 

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The Buyer wishes to be provided with the Services by Shopbox New Zealand and Shopbox New Zealand agrees to provide the Services to the Buyer on the terms and conditions of this Agreement. 
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1. Key Terms

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1.1  What is Shopbox doing for you?
Shopbox shall provide the following services ("Services") to the Buyer in accordance with the terms and conditions of this Agreement: This is outlined in your proposal and/or Quotation.
 
1.2  Our timeline
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1. Start date: Shopbox will begin the Services on the defined date during onboarding

2. Completion date: Shopbox NZ will complete the Services in agreeance with the buyer ("Completion Date"). This is subject to change if any production issues arise, these will be discussed.

3. Delivery Date: Shopbox will release all content after payment has been cleared or delivered for one off projects.

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1.3  Is this a Shopbox Partnership Package Agreement?
Our partnership agreement duration will be outlined in your proposal document and during the onboarding process
You can pay your balance: In full at the beginning of the project (30% of this value is non-refundable as per deposit requirements) or Monthly (30% deposit is always required when requested)
 
1.4  How much will it cost?

1. The Price of the services provided by Shopbox will be within the quote or proposal outlined prior to the agreeance of this services agreement.

2. Your pricing is outlined with your Consultant, quote or proposal

   1. The ongoing price is fixed for the duration of this agreement or until each party come to another agreement

   2. Ongoing subscription costs are inclusive of GST and are paid in advance for the following month.

   3. Out of scope services within the proposal or quote, will generate a new quote which must be paid within 7 days of completion, Shopbox invoices for one-off projects are to be paid within 7 days of the one-off project completion. 

 
1.5  How does payment work?

1. The buyer agrees that they may be required to pay a non-refundable 30% deposit of the Price value indicated on the quote, proposal within 7 working days from signing this agreement unless otherwise discussed and agreed upon by both parties.

2. Shopbox shall invoice the Buyer for the Services immediately after the Completion Date or monthly for the duration of the partnership. These will be invoiced on the 20th of each month due on the 20th of the following month in which it is dated.

3. The Buyer shall pay such invoices within 7 working days of their invoice date from Shopbox.

4. Late payment fees of 10% apply to the total invoice price after 7 working days where the invoice has not been paid. We may forward your outstanding balance to an external debt collection agency at our discretion.

5. The method of payment to Shopbox shall be by: 

   1. Internet banking into the account number provided on the invoice.

   2. Cash deposit in person (cash receipt will be provided).

   3. Credit card using the link provided on the invoice on request (if applicable)

   4. Direct Debit which must be organised on the sign date of this agreement
      
       

1. General terms

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2.1  Intellectual Property Rights
Shopbox shall ensure that it has secured all necessary consents and approvals to use any third party intellectual property rights for Shopbox and the Buyer. For the purposes of this Clause 2.1, "Material" shall mean the materials, in whatever form, used by Shopbox to provide the Services.
Where the Buyer has commissioned Shopbox and pays or agrees to pay for the Services – the Buyer will be the owner of the copyright to the Material specifically created for the Buyer. Shopbox may in their full discretion use this material for promotional activities or as an example of completed work.
2.2  We’ll look out for you

1. Shopbox represents and that: 

   1. it will perform the Services with reasonable care and skill; and 

   2. the Services and the Materials provided by Shopbox to the Buyer under this Agreement will not infringe or violate any intellectual property rights or other right of any third party. Should this incur Shopbox has the right to immediately revoke any infringing material to rectify the material.

2.3  Limitation of liability

1. In no event shall either party be liable for any loss of profits, goodwill, loss of business, loss of data or any other indirect or consequential loss or damage whatsoever. 

2.4  Term and Termination

1. This Agreement shall be effective on the date hereof and shall continue until the Completion Date or partnership nominated period, unless terminated sooner in accordance with termination details provided in this agreement.

2. Either Party may terminate the services work upon 30 days’ notice in writing if: 

   1. the other is in breach of this Agreement, which is not remedied within 14 days of written notice from the other Party.

3. Any notice given by a Party under this Agreement shall be delivered by hand or electronic mail to the address of the other Party. Subject to any applicable local law provisions.

4. Partnerships can only be can be terminated in writing to nick.brown@shopbox.co.nz via email. If the buyer is within the specified partnership period outlined in this agreement, a penalty of 30% of the reaming contract balance must be paid within 7 working days of the termination date. Once you have requested to terminate your agreement, the agreement will continue until the end of the last billing period where possible. 

 
2.5  Relationship of the Parties
The Parties acknowledge and agree that the Services performed by Shopbox, its employees, agents or sub-contractors shall be as an independent contractor and that nothing in this Agreement shall be deemed to constitute a legal partnership, joint venture, agency relationship or otherwise between the parties.
2.6  Confidentiality
Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession in relation to this Agreement and which is of a confidential nature. 

 
2.8  Other bits and pieces

1. The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights. 

2. If any part, term or provision of this Agreement is held to be illegal or unenforceable neither the validity or enforceability of the remainder of this Agreement shall be affected. 

3. Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party. 

4. This Agreement may not be amended for any other reason without the prior written agreement of both Parties. 

5. This Agreement constitutes the entire understanding between the Parties. 

6. Neither Party shall be liable for failure to perform or delay any obligation under this Agreement if the failure or delay is caused by circumstances beyond its reasonable control. If such delay or failure continues for at least 7 working days, the Party not affected shall be entitled to terminate this Agreement by notice in accordance to clause 2.4(f).