Momentum Agency – Terms of Service
THIS AGREEMENT is made on the date of signing or accepting a quote
 
1. PARTIES
This Agreement is entered into between:

• Client ("the Buyer")
   

• Shop Box New Zealand Ltd T/A Momentum Agency ("the Service Provider" or "Momentum Agency")
   

The Buyer agrees to engage Momentum Agency for the provision of marketing and creative services as defined herein, and the Service Provider agrees to provide such services subject to the terms below.
 

2. SCOPE OF SERVICES

2.1 The specific services to be provided ("the Services") are outlined in the accompanying proposal, quotation, or Scope of Work ("SOW"). These documents form an integral part of this Agreement.
2.2 Additional or out-of-scope services requested by the Buyer that are not included in the SOW will be quoted separately. Work will commence on out-of-scope items only upon written acceptance of the new quote.
 

3. TIMELINE & DELIVERY

3.1 Start Date: Services will commence following onboarding and confirmation of key deliverables.
3.2 Delivery Timeline: Momentum Agency will work in good faith to meet timelines agreed upon with the Buyer, subject to reasonable delays caused by feedback, resourcing, or force majeure.
 

4. FEES & BILLING

4.1 Pricing
Pricing will be outlined in the Buyer’s proposal, quote, or scope. All prices are in NZD and inclusive of GST unless otherwise stated.

4.2 Retainer Packages

• A fixed number of hours is allocated per month, tracked via Productive.io.
   

• The retainer period runs from the 1st to the end of each calendar month.
   

• Invoices are issued on the 1st of each month, covering the previous month’s work.
   

• Payment is due on the 20th of the same month.
   

• If hours exceed the allocated retainer, additional time will be billed after consultation or borrowed from the upcoming month.
   

• Unused hours may roll over at Momentum’s discretion but are non-refundable.
   

4.3 Project Work / One-Off Quotes

• A 30% non-refundable deposit is required before commencement (unless otherwise agreed).
   

• Final balance is due within 7 working days of job completion.
   

• For longer projects, Momentum may align payment with its standard billing cycle if agreed in writing.
   

4.4 Payment Terms

• Retainer invoices: due on the 20th of the same month following invoice.
   

• One-off or short-term jobs: due within 7 working days of invoice unless otherwise agreed.
   

• Accepted methods: Internet Banking, Direct Debit, Credit Card (fees may apply).
   

• Late payments may incur a 10% late fee and referral to debt collection after reasonable attempts to recover.
   

4.5 Legacy Agreements
For agreements predating October 1, 2025, original billing cadence remains unless renegotiated. All renewals or scope changes fall under this updated model.
 

5. INTELLECTUAL PROPERTY

5.1 All intellectual property ("Material") created specifically for the Buyer becomes the Buyer’s property only after full payment is received.
5.2 Momentum retains the right to use materials for promotional purposes, portfolio use, awards, or documentation unless restricted by law or NDA.
5.3 Any third-party assets will be cleared/licensed appropriately; Buyer ensures ongoing use complies with licensing terms if transferred.
 

6. CLIENT RESPONSIBILITIES

6.1 The Buyer agrees to:

• Provide timely feedback, approvals, and assets.
   

• Respond within reasonable timeframes.
   

• Communicate through agreed channels.
   

• Honour timelines and approvals.
   

• Proof all content for factual and grammatical accuracy before publication. Momentum will proof internally but liability rests with the Buyer.

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7. CONFIDENTIALITY

7.1 Both parties agree not to disclose confidential information to third parties without consent, except as required by law.
 

8. LIABILITY

8.1 Neither party shall be liable for indirect, incidental, special, or consequential damages.
8.2 Maximum liability of Momentum under this agreement shall not exceed the fees paid by the Buyer in the 3 months prior to the claim.
 

9. TERMINATION & PAUSING

9.1 Agreement remains until services are completed or terminated with 30 days’ written notice.
9.2 Retainer clients must submit termination in writing. Early termination may incur a 30% penalty of remaining contract balance.
9.3 All hours/services delivered before termination must be paid in full. Partially completed work will be delivered as-is.
9.4 Services may be paused if invoices remain unpaid for more than 30 days.
 

10. RELATIONSHIP OF PARTIES

Momentum Agency is an independent contractor. Nothing constitutes a joint venture, employment relationship, or agency agreement.
 

11. FORCE MAJEURE

Neither party is liable for failure to perform due to events beyond their control (e.g., natural disasters, pandemics, outages).
 

12. DISPUTE RESOLUTION

12.1 Parties agree to good faith mediation before escalating to legal proceedings. Each party bears its own costs unless agreed otherwise.
 

12A. DATA USE & PRIVACY

Both parties agree to handle personal/sensitive data under the NZ Privacy Act 2020. Data will only be used for service delivery and not shared without consent, unless legally required.
 

12B. THIRD-PARTY TOOLS

Momentum uses third-party platforms for service delivery. The Buyer acknowledges outages or limitations are outside Momentum’s control and accepts no liability for such losses.
 

12C. INDEMNITY

The Buyer indemnifies Momentum, its directors, employees, and contractors from claims or liabilities arising from use or publication of Buyer-approved content or materials.
 

13. GENERAL PROVISIONS

• Entire Agreement: Includes SOWs, quotes, proposals.
   

• Amendments: Must be in writing.
   

• Assignment: Neither party may assign without consent.
   

• Severability: If one clause is unenforceable, the rest remain valid.
   

Governing Law: New Zealand.