Client Terms and Conditions
Last updated 25 August 2020
By signing up as a Client or otherwise accessing on the Website our Products and Services that require acceptance of these Client Terms and Conditions, you confirm that you have read, and that you agree with, our:
a. Client Terms and Conditions;
b. General Terms and Conditions of Use; and
(together, Client Terms and Conditions). We provide our Products and Services subject to the Client Terms and Conditions.
If you have not read, or if you do not accept, our Client Terms and Conditions, you are not authorised to be a client of MARKETING ON DEMAND or to use the facilities on the Website that we offer to Clients, including our Products and Services.
The Client Terms and Conditions may be amended from time to time and it is your responsibility to regularly check this section on the Website to ensure you are aware of our current Client Terms and Conditions.
1. Operation of the Products and Services
1.1. MARKETING ON DEMAND provides the Products and Services with an aim to help you develop robust marketing to support your business objectives, and engage your audience. Using a combination of the Products and Services, MARKETING ON DEMAND can help you create marketing strategies, marketing plans, tactics and action plans.
1.2. The success of our Products and Services ultimately depends on your engagement. The more you put into it the more you will get out of it. Either way, we are not ultimately responsible for the success of your marketing activities that you undertake as a result of our Products and Services, as you ultimately control those activities.
2. Account and Accessibility of Products and Services
2.1. Most of our Products and Services are readily available on our Website. You must agree to our Client Terms and Conditions when accessing our Products and Services.
2.2. For some of our Products and Services you must:
a. agree to these Client Terms and Conditions before accessing the Products and Services; or
b. register as a Client and agree to these Client Terms and Conditions as part of this process and before accessing the Products and Services.
2.3. An account may be set up in the name of a corporation, company or business name but an individual person must be responsible for that account and only that person (you) may use our Products and Services and access and use the MARKETING ON DEMAND Content. Your account is non-transferable.
2.4. You confirm and warrant that the information you provide to us (during the registration process, process of accessing or Products and Services and at any other time) is current, complete and accurate at the time you provide it, and you agree to maintain and update the data as required to keep it so.
2.5. You are fully responsible for all use of your account and your access to our Products and Services, including the access or use of your account by others and you will be liable for all use of your account if that use breaches the Client Terms and Conditions. Any instruction issued or Client Content provided using your email, account or password will be deemed to be an instruction or posting by you and may be acted upon accordingly until you notify us otherwise. You agree to notify us immediately of any unauthorised use of your account or any other breach of security.
3. Pricing and Payment
3.1. Our prices are listed on the Website or otherwise as we may communicate to you from time-to-time. We reserve the right to amend our prices from time to time.
3.2. At the time of selecting a particular Product or Service, you agree to make payments in advance by credit card or debit card (if available), as detailed on the Website.
3.3. Third Party fees may be applicable to your use of the Services. You agree to pay, and indemnify us for, any Third Party fees that may be applicable.
3.4. All prices are exclusive of bank fees, credit card fees, currency fees and taxes, unless otherwise indicated by us. You agree to pay, and indemnify us for, any such fee that may be payable on our prices that we charge you.
4. Change in Products and Services and Cancellation
4.1. We may change or tweak our Products and Services from time-to-time as we see fit.
4.2. We may also stop providing our Products and Services from time-to-time as we see fit. For Training or Coaching where you have paid to have access to Training or Coaching for a period of time, if we cease to provide something that is fundamental to the particular Training or Coaching (as we determine), we will refund on a pro-rata basis the fee you paid for that particular Training or Coaching. No refunds will otherwise be available (subject to clause 8.3 of these Client Terms and Conditions).
4.3. We may cancel, suspend or restrict your account or access to Products and Services at any time should you fail to follow our Client Terms and Conditions, or otherwise at our sole discretion. Where we cancel, suspend or restrict your account or access to Products and Services due to you failing to follow our Client Terms and Conditions, you agree we are not obliged to refund you any money you have paid for our Products and Services.
4.4. You may cancel your account at any time. On termination of your account for any reason, you will no longer be able to use or access our Products and Services and you will not be entitled to any refund (subject to clause 8.3 of these Client Terms and Conditions).
5. Client Content
5.1. You warrant that all Client Content provided to us is true, complete and accurate and is not in breach of any Third Party rights or otherwise objectionable, defamatory, obscene, harassing, threatening, incorrect, misleading or unlawful in any way.
5.2. We acknowledge that you are the owner, or an authorised licensee, of all IP Rights vesting in your Client Content. You grant to us a royalty-free, non-exclusive, worldwide licence to use the Client Content to provide Products and Services to you. We will not reproduce or replicate any part of the Client Content, except as is necessary to provide the Products and Services to you.
6. MARKETING ON DEMAND Content and IP Rights
6.1. You may download and view or otherwise use MARKETING ON DEMAND Content, provided:
a. you do not share it with anyone else;
b. you only use it for the purpose for which it was provided to you, i.e. for your own educational purposes; and
c. you otherwise only use it in compliance with these Client Terms and Conditions.
6.2. You acknowledge that we are the owner, or an authorised licensee, of all IP Rights vesting in the MARKETING ON DEMAND Content. You may not reproduce or replicate any part of the MARKETING ON DEMAND Content (including improvements made to the MARKETING ON DEMAND Content during the process of us providing Products or Services to you).
6.3. Your use of the Website or the Products and Services does not provide you with any IP Rights in relation to the Website or the MARKETING ON DEMAND Content (including improvements made to the MARKETING ON DEMAND Content during the process of us providing Products and Services to you).
7. Confidential Information
7.1. We may exchange Confidential Information necessary to provide the Products and Services. The recipient of any Confidential Information (being you or us) must hold the Confidential Information in strict confidence and not directly or indirectly cause, permit or enable its disclosure, publication, transfer, misappropriation or revelation to any person or entity without the authorisation of the disclosing party.
7.2. Any such Confidential Information must only be used in relation to the Products and Services, and must be returned or destroyed once we are no longer providing the Products and Services (but the obligations of confidentiality will survive termination or expiry of this agreement).
8.1. Although MARKETING ON DEMAND Content and Confidential Information is presented in good faith, we make no warranty or representation about the accuracy or completeness of MARKETING ON DEMAND Content or Confidential Information or the content of any website linked to or from the Website. To the fullest extent permitted by law, you agree we will not be liable for any damage, loss, claim or expense suffered as a result of reliance on the MARKETING ON DEMAND Content of Confidential Information we provide or any linked site provides.
8.2. To the fullest extent permitted by law, we exclude all liability and responsibility we may have to you or to any other person under or in connection with these Client Terms and Conditions, the Products and Services or provision of MARKETING ON DEMAND Content. This exclusion applies regardless of whether such liability arises in contract (including breach of implied warranty), tort (including negligence), equity, breach of statutory duty or otherwise, and includes liability for any incidental, consequential, exemplary, special, or indirect damages (including loss of profits, revenues, data and/or use).
8.3. Clauses 8.1 and 8.2 do not limit rights you may have under the New Zealand Consumer Guarantees Act 1993 relating to the quality of the Products and Services we provide. However, if you are a business or if you are located outside of New Zealand, you agree that the Consumer Guarantees Act 1993 does not apply to you.
8.4. Our inclusion of links to other sites does not imply any endorsement, approval or recommendation of, or responsibility for, the contents, operations, products or operators of those sites. We take no responsibility for any damage or harm arising out of the inclusion of such links.
8.5. As with any use of online services to provide, upload, store or transmit information, there is a risk of unauthorised access or use of that information by others. You agree you bear the risk that any Confidential Information included in Client Content, including personal information, could be improperly used or disclosed by any other person and you agree that we are not liable for this.
8.6. We take no responsibility for any system unavailability, or for any loss that is incurred as a result of Third Party software or services being unavailable. Further, you agree we assume no responsibility or liability for the corruption of any Client Content or any Third Party content, including such content held by a Third Party.
8.7. You must take your own steps to ensure that the process which you employ for accessing our Products and Services does not expose you to the risk of viruses or other forms of interference which may damage your computer system or expose you to credit card fraud, which you are responsible and liable for.
8.8. We make no representation or warranty that the MARKETING ON DEMAND Content is appropriate for use in all countries or that such content satisfies the laws of any country (including New Zealand). If you choose to use MARKETING ON DEMAND Content, you do so of your own initiative. You agree you are responsible for ensuring that your plans and documents are suitable for your own compliance with applicable local laws.
8.9. You must take reasonable steps to mitigate any loss, damage, cost or expense you may suffer or incur arising out of anything done or not done in connection with these Client Terms and Conditions. We will not be liable for any liability caused by your failure to mitigate any loss, damage, cost or expense.
8.10. Where we are unable to limit liability under these Client Terms and Conditions due to an applicable law, you agree that our liability will be limited to the amount of fees you have paid to us in the preceding 3 months.
You agree to indemnify and hold us and our officers and employees harmless from any claims, actions, costs (including legal costs), expenses or losses arising (directly or indirectly) out of:
a. your breach of any of the Client Terms and Conditions;
b. any transactions with any Third Parties, including Third Party Sites;
c. any Client Content you upload or provide to us;
d. any reliance by you on MARKETING ON DEMAND Content;
e. any technical errors or corruption of data on the Website or other software required to use the Services; or
f. reliance by us or any Third Party upon any acts carried out, requests made, or information provided through the use of your account.
10. Dispute Resolution
10.1. If you are unhappy with us or our Products and Services for any reason, we would like to be the first to know. You may do so by using the contact us form on our Website.
10.2. Where any dispute arises between us, we (you and us) agree to in good faith use best endeavours to attempt to resolve the dispute amicably through negotiation or other informal means before pursuing any further formal action.
11. No Waiver
No failure or delay by us to exercise any right or remedy provided for under the Client Terms and Conditions, or by law, will constitute a waiver of that or any other right or remedy, nor will it preclude or restrict the further exercise of that, or any other, right or remedy.
We may, at any time, and without the need for further consent from you, assign or transfer all or any of our rights or obligations under these Client Terms and Conditions to any person or party. You may not assign or transfer any of your rights or obligations under these Client Terms and Conditions to any other person without obtaining our prior written consent.
If any portion of these Client Terms and Conditions is deemed to be invalid, illegal or unenforceable the remaining provisions will remain in full force and effect.
14. Third Parties
These Client Terms and Conditions do not confer a benefit on any person who is not a party to the agreement.
15. Entire Agreement
These Client Terms and Conditions supersede all previous conditions, understandings, commitments, agreements and representations whatsoever whether verbal or written and constitutes the entire agreement between you and us relating to the subject matter of these Client Terms and Conditions. Where there is any inconsistency between the Client Terms and Conditions and General Terms and Conditions, the Client Terms and Conditions will prevail.
16. Applicable Law
16.1. These Client Terms and Conditions are governed by and will be construed in accordance with the laws of New Zealand.
16.2. You submit to the non-exclusive jurisdiction of the courts of New Zealand.
No variation of these Client Terms and Conditions will be effective unless it is in writing.
18. Further Information
If you require any further information, or if you have an issue or complaint, please contact us using the contact us form on our Website.
19.1. UNLIMITED TALENT LIMITED, trading as MARKETING ON DEMAND (MARKETING ON DEMAND) is the owner of the Website, business and related IP Rights, and provider of the Products and Services. MARKETING ON DEMAND may also be referred to as “we”, “our”, “us” or “it” in any correspondence with you and throughout any page of the Website, including the Client Terms and Conditions.
19.2. You, as a User of our Website and Products and Services, may be referred to as “you”, “User”, or “Client”.
19.3. Client means a User who is required to agree to the Client Terms and Conditions.
19.4. In the Client Terms and Conditions, the following words have the meanings set out below:
Client Content means any text, graphics, user interfaces, visual interfaces, photographs, trade marks, logos, sounds, music, artwork, computer code and other material independently developed, used, or provided by you as a Client.
Confidential Information means any Client Content or MARKETING ON DEMAND Content that is not in the public domain and is marked confidential or the recipient (being you or us) knows or ought to know is confidential.
IP Rights means any trade marks, copyright and all other intellectual property rights.
MARKETING ON DEMAND Content means any text, graphics, user interfaces, visual interfaces, photographs, trade marks, logos, sounds, music, artwork, computer code and other material or data on the Website or provided to you as part of our Products and Services, including course materials, guides, workbooks, worksheets, brochures, emails, quizzes, articles, blog posts, e-books and podcasts.
Products and Services means the products and services advertised or provided on the Website, including:
a. online training courses and related MARKETING ON DEMAND Content or one-on-one coaching related to marketing (Training or Coaching);
b. DIY tools that allow you to complete marketing activities and actions;
c. MARKETING ON DEMAND Content; and
d. Related Products and Services.
Related Products and Services means additional products and services that we may offer or provide from time to time.
Third Party means any party that is not a party to these Client Terms and Conditions (i.e. is not you or us).
Third Party Sites means any Third Party website, site or page (including social media sites and pages).
User means any user of the Website.