Master Services Terms & Conditions

1. Application
   These Master Services Terms & Conditions ("Agreement") are between Metrics Media Limited ("Metrics Media") and you, governing the provision of certain services described below.

This Agreement consists of: (a) these Master Services Terms & Conditions; (b) the Service List provided below and your Proposal document; and (c) the Terms & Conditions specific to each of your Services, which are incorporated by reference (where applicable). By accepting the Services, you acknowledge that you have read, understood, and agreed to the Terms & Conditions for each of your Services, in addition to these Master Services Terms & Conditions, and that you are bound by them. Metrics Media is only willing to provide Services under the Terms & Conditions specific to each Service, and your continued use of the Services signifies your agreement to these Terms & Conditions, along with the Master Services Terms & Conditions.

1. Precedence
   2.1 This Agreement is structured so that the specific Terms & Conditions applicable to each Service are subject to these Master Services Terms & Conditions.

2.2 In case of any inconsistency between the Master Services Terms & Conditions and the Terms & Conditions specific to any Service, the Master Services Terms & Conditions shall prevail to the extent of such inconsistency.

1. Services and the Service List
   3.1 The Service List below outlines the Services offered by Metrics Media, along with the corresponding Terms & Conditions that apply to each Service.

3.2 By agreeing to this Agreement through the purchase of a Service, you also agree to be bound by the Terms & Conditions specific to each of your Services.

3.3 Metrics Media may include the statement "Powered by Metrics Media" on the home page of the Site, with a hyperlink to the Metrics Media website.

1. Variations and Cancellations
   4.1 You may request changes to Services by providing written notice to Metrics Media. Your new Service will become effective from the date Metrics Media begins providing the new Services as per your new Service Proposal document or as otherwise agreed in writing. Your next invoice will reflect: (a) Charges for your new Service from the notice date; (b) Charges for the remaining invoice period of your previous Service(s) (whether or not such Service(s) are utilized); (c) Charges for amounts due but unbilled for your previous Service(s); and (d) Charges for any costs associated with the Service change or cancellation, based on Metrics Media's standard rates at the time. Any payments or deposits made for a changed, canceled, or discontinued Service will not be refunded.

4.2 Metrics Media may modify these Master Services Terms & Conditions, the Services, or the Terms & Conditions relevant to each Service by giving you written notice (via email, fax, or post to your designated address as provided during registration). If the change involves an increase in Charges, Metrics Media will provide you with at least thirty (30) days' prior written notice.

1. Term
   This Agreement begins on the date Metrics Media confirms that the Service has been activated or another agreed-upon date ("Commencement Date") and continues until terminated according to the terms herein.
2. Charges
   6.1 The Charges for each Service, whether recurring or one-time, are outlined in your Proposal document. Charges are payable in New Zealand dollars within 7 days of the invoice date or as otherwise specified in the Proposal and must be paid using one of the methods listed on Metrics Media's invoices. All deposits or advance payments are non-refundable.

6.2 You are obligated to pay all Charges for Services for their full invoicing periods (as selected in your Proposal document), regardless of whether: (a) this Agreement (or any Terms & Conditions) has been suspended or terminated during that period, or (b) the Services have been changed or canceled during that period.

6.3 Unless stated otherwise, all Charges and other payable amounts are exclusive of GST. If GST becomes payable on any supply not subject to GST at the date of this Agreement, you will pay Metrics Media an additional amount equal to the value of the consideration for the supply multiplied by the prevailing GST rate.

6.4 Metrics Media may offset any amounts due under this Agreement against amounts it may owe you.

6.5 Metrics Media reserves the right to charge interest on overdue amounts at an annual rate of 2% above the Reserve Bank of New Zealand's base rate as of the due date.

6.6 Metrics Media may, by notice to you, suspend work and your use of and access to Services (including public access to your web content and email delivery) until all outstanding invoices and interest have been paid in full. Charges will continue to accrue during any suspension period. Timely payment is of the essence.

6.7 Disputed invoices must be reported to Metrics Media in writing within fourteen (14) days of the invoice date, otherwise the invoice will be deemed accepted. You are still responsible for paying any undisputed portions of the invoice.

6.8 Additional charges will apply for out-of-scope work, including but not limited to extra design concepts, revisions, additional project management, and support hours.

1. Termination
   7.1 Metrics Media may terminate or suspend this Agreement (without any liability): (a) at any time by providing you with at least 1 month's notice; (b) immediately upon notice if you breach this Agreement, including failing to pay the Charges; or (c) if you become insolvent, unable to pay your debts as they fall due, or cease to carry on business.

7.2 Metrics Media may also suspend or terminate specific Services according to the Terms & Conditions relevant to those Services (without any liability). If Metrics Media elects to reinstate a suspended Service, you will be responsible for the standard reactivation charge. Termination of individual Terms & Conditions relevant to a Service does not affect the continuation of this Master Services Terms & Conditions or any other individual Terms & Conditions relevant to other Services still in effect.

7.3 Upon termination or expiration of this Agreement, or any Terms & Conditions relevant to a Service:

(a) Metrics Media will invoice you for all outstanding amounts and may delete all data, materials, content, configurations, and settings related to your Services, whether stored on Metrics Media’s media or otherwise. It is your responsibility to maintain backup copies.

(b) Any payments or deposits already made by you are non-refundable.

(c) The license in clause 12.2 and the right to access in clause 12.3 will automatically terminate.

1. Liability
   8.1 Services are provided without any guarantees, conditions, or warranties regarding accuracy, completeness, reliability, suitability, or currency and are provided "as is." Metrics Media does not warrant that the Services will be uninterrupted or error-free, will meet your requirements, or will be free from external intrusions (hackers), unauthorized viruses, or worms. Any timeframes provided are estimates only.

8.2 To the extent permitted by law, Metrics Media, its directors, and employees expressly exclude: (a) all conditions, warranties, and other terms that might otherwise be implied by statute, common law, or equity; and (b) any liability for direct, indirect, or consequential loss or damage incurred by you or any end user in connection with the Services, including, without limitation, loss of income or revenue, business interruption, loss of profits, loss of anticipated savings, loss of data, loss of goodwill, wasted management time, and any other loss or damage of any kind, however arising, even if foreseeable.

8.3 This does not affect Metrics Media's liability where it cannot be excluded or limited by law. If any such laws apply, Metrics Media's liability is limited, at its discretion, to one or more of the following: (a) in the case of goods, replacement or repair of the goods, supply of equivalent goods, or payment of the cost of repairing or replacing the goods or supplying equivalent goods; and (b) in the case of services, supplying the services again or paying the cost of having the services supplied again.

8.4 Without limiting the above, you agree that Metrics Media's maximum aggregate liability shall not exceed NZD $10,000.00.

8.5 You shall indemnify Metrics Media, its directors, employees, and representatives from and against all actions, claims, suits, damages, liabilities, or costs (including legal costs) arising from, or directly or indirectly related to, your provision of materials, your use of the Services, or any other matter arising from this Agreement.

8.6 Each of the Terms & Conditions relevant to a Service may include specific provisions regarding your liability for each Service, including warranties and representations made by you. You acknowledge that you have read and understood each of these Terms & Conditions and agree to be bound by them.

1. Notices
   9.1 All notices from Metrics Media may be sent by email to the address you provided during registration. It is your responsibility to keep your email address current. A record of Metrics Media having sent a notice by email is conclusive proof of receipt.

9.2 Notices to Metrics Media must be delivered in writing to: [Insert Address Here], Auckland, New Zealand (with a copy by email to [Insert Email Here]).

1. Force Majeure
   Metrics Media will not be responsible for any delay, suspension, or failure due to circumstances beyond its reasonable control, including but not limited to acts of God, governmental actions, labor difficulties, war or national emergencies, terrorism, fire, explosion, flood, acts or omissions of third parties, inability to obtain materials, equipment, facilities, or services, internet interruptions, or software, hardware, or communication network breakdowns.
2. Non-solicitation
   During the term of this Agreement and for one (1) year afterward, you agree not to hire, engage, solicit, employ, or contract the services of any of Metrics Media’s employees or contractors without Metrics Media’s written consent.
3. Intellectual Property
   12.1 All intellectual property rights created or developed by Metrics Media in connection with this Agreement or any of the Services shall remain the sole property of Metrics Media.

12.2 Metrics Media grants you a non-exclusive, non-transferable, revocable license to use the intellectual property in connection with the Services, subject to this Agreement and any specific terms.

12.3 Upon termination or expiration of this Agreement, all rights and licenses granted under this clause 12 shall cease immediately.

1. Governing Law and Jurisdiction
   This Agreement is governed by the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the courts of New Zealand.