Terms of Engagement

Terms and Conditions

These are the Terms and Conditions on which Colab Marketing Group Limited NZBN: 9429050677320 (T/A Colab Connects, Colab Marketing, Lime Digital and Online Advantage) will carry out work for you, the client.

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These Terms of Engagement ("Terms") apply to all work carried out by Colab Marketing Group Ltd ("Colab", "we", "us" or "our") for you, the client. They will apply each time that you ask us to do work for you, or carry out a Service, or a new month rolls over in our ongoing agreement for services. They set out our Services and what you can expect from us. Please read them carefully. It is a condition of your use of our Services that you comply with these Terms and Conditions.

These Terms and Conditions are subject to change without notice and may be superseded. Colab Connects may modify these Terms and Conditions by general notice on a page of our website, by email or by any other method of communication.

These Terms are organised into three parts:

• Part A: General Terms — apply to all services.

• Part B: Website and Design Services — apply in addition to Part A for website builds, design, and creative projects.

• Part C: Digital Marketing Services — apply in addition to Part A for paid advertising, SEO, social media, and related digital campaigns.

Where a specific engagement letter, proposal, or signed agreement differs from these Terms, the terms of that document prevail to the extent of any inconsistency.

Colab may update these Terms at any time by publishing revised terms on our website. The updated terms apply to any new engagement commencing after the date of publication.

 PART A: GENERAL TERMS

These terms apply to all services provided by Colab Marketing Group Ltd.

 1.  ENGAGEMENT

You may engage us to carry out a service by:

• signing and returning a Proposal or Pricing Structure to us;

• responding to a proposal email with written instructions to proceed;

• providing an authorised Purchase Order; or

• in the case of smaller engagements, by written or verbal confirmation.

Unless we notify you otherwise, we will accept that engagement subject to these Terms. The service will commence in line with the agreed schedule or when we confirm acceptance.

2.  PRICING STRUCTURES

Any Proposal or Pricing Structure we provide:

• is based on the Specifications provided or identified during initial discovery, and is subject to change if the Specifications are amended by agreement;

• does not include GST unless stated otherwise; and

• is valid for 30 days from the date of issue, unless otherwise agreed in writing.

3.  HOURS OF SERVICE

All services are carried out between 8:30 am and 5:00 pm (New Zealand time), Monday to Friday, excluding public holidays and the Christmas/New Year closure period (generally the last week of December and the first week of January). Work outside these hours may be arranged in advance but may incur additional costs.

4.  SERVICES

You acknowledge that electronic services are subject to interruption and breakdown, and all non-electronic services are subject to disruption. As such, services may not be error-free or uninterrupted. We reserve the right to continue providing services and/or invoicing you during any disruption, other than one caused by our negligence or wilful acts or omissions.

5.  CONTENT AND MATERIALS SUPPLIED BY YOU

You must supply all materials, content, and information we reasonably require to carry out the services ("Client Content"), in a timely manner and in appropriate formats.

We may charge additional costs if Client Content is not provided in the required format or is not supplied when requested. Each contact attempt we make to obtain outstanding Client Content constitutes a minimum of 0.5 hours of billable time against your project or retainer.

You warrant that all materials and content you provide (or that are provided on your behalf) will not breach any third-party rights — including Intellectual Property Rights or Moral Rights — and will not compromise the security or operation of our computer systems.

6.  VARIATIONS AND ADDITIONAL COSTS

Any change to the agreed Specifications will be treated as a Variation. We reserve the right to pause work and review costings when a Variation occurs. We will issue a written Variation Notice outlining the change and associated costs, and will not proceed until we receive your written approval.

Examples of Variations include:

• Introduction of requirements not discussed during onboarding (e.g. additional branding, video, ad design);

• Changes to campaign strategy, audience targeting, ad text, or creative direction;

• Additional service management time caused by your team requiring management;

• Development work outside the agreed scope;

• Client-caused delays to agreed launch or delivery dates.

For small changes, we will provide an estimate of additional costs. Where deadline constraints make prior approval impractical, we may proceed and invoice separately at our current Professional Hourly Rate.

Additional costs include all activities required to chase you for approvals, sign-off, or feedback that affects deadlines or deliverables. Each contact attempt (phone call, email, or any other means) counts as a minimum of 0.5 hours billed against your project or retainer.

7.  CLIENT APPROVALS AND DELAYS

Your approval may be required for items including (but not limited to): service briefs, keyword recommendations, ad text, ad targeting, ad creative, design concepts, Variation Notices, and any other item for which we specifically request approval.

If you delay in providing required approvals, Client Content, or feedback, this may result in a change to the delivery deadline or, where the deadline cannot be changed, a Variation Notice including overtime costs.

Requested changes after final approval has been given will be treated as a Variation and billed at the current Professional Hourly Rate.

8.  CALCULATION OF FEES

If fees are not specified in a Proposal, Pricing Structure, or Purchase Order, we will charge at our current Professional Hourly Rate for all work carried out. The Professional Hourly Rate may change from time to time and will be confirmed in writing before any additional work commences.

Travel time is not included in our quotes, as our office is our preferred location for meetings. If you prefer meetings at your location, additional travel time charges may apply.

9.  PAYMENT

Fees are invoiced in advance on the first business day of each calendar month (or as set out in the Pricing Structure). Invoices are payable within 10 days of the invoice date.

Interest accrues at 2% per month, calculated daily, on any amount overdue.

We reserve the right to suspend all services if any invoice remains unpaid for more than 30 days, without liability for any resulting loss.

We reserve the right to engage a Debt Collection Agency for non-payment. If we do so, you are responsible for all associated collection costs, which will be added to the outstanding invoice.

The term will automatically renew for subsequent periods unless either party gives 30 days' written notice of termination prior to expiry.

10.  GST

All fees and additional costs exclude GST unless stated otherwise. Where GST is applicable, it will be added to the relevant invoice at the prevailing rate.

11.  DURATION AND TERMINATION

This agreement takes effect immediately upon engagement and remains in effect until the service has been completed, or until terminated in accordance with this clause.

Either party may terminate this agreement by giving 30 days' written notice.

Either party may terminate immediately if the other party:

• commits a material breach capable of remedy and fails to remedy it within 14 days of written notice;

• commits a material breach that is not capable of remedy; or

• becomes insolvent or ceases to carry on business.

We may also terminate if:

• you fail to provide required information or materials within a reasonable time; or

• we consider that mutual confidence and trust no longer exist.

Upon termination:

• our obligation to carry out the service ceases;

• all unpaid invoices (including for any minimum term) become immediately due and payable;

• any licence granted to you under these Terms ceases; and

• each party must return or destroy the other's Confidential Information as directed.

12.  INTELLECTUAL PROPERTY

All Intellectual Property Rights in materials created by us in the course of providing services ("Service IP") vest in Colab Marketing Group Ltd, unless otherwise agreed in writing.

Upon full payment of all invoices, we grant you a non-exclusive, non-transferable licence to use the Service IP for the specific purpose for which it was created.

Without our prior written consent you must not: adapt or create derivative works from Service IP; use it for any purpose other than the purpose for which it was provided; reverse engineer it; or distribute, assign, or sublicence it.

We retain ownership of all working files, templates, methodologies, and frameworks used in delivering our services. The supply of raw or editable files may be subject to an additional retrieval and release fee.

Stock images and commercial fonts remain the property of Colab or its licensors at all times and are governed by their respective licence terms.

You agree to allow us to reference the work completed for you in our portfolio and promotional materials, including placement of your logo and a case study on our website, unless you request otherwise in writing.

You agree to carry the Colab Marketing logo or a text hyperlink in an appropriate location on any website or digital asset we create for you.

13.  CONFIDENTIALITY

Each party agrees to keep confidential all non-public information of the other party ("Confidential Information") and not to disclose it to any third party without prior written consent, except as required by law.

Neither party will make negative public comments about the other party.

This clause survives termination of the agreement.

14.  WARRANTY DISCLAIMER

Nothing in these Terms excludes, restricts, or modifies any right, remedy, guarantee, or warranty implied or imposed by legislation that cannot lawfully be excluded or limited, including the Consumer Guarantees Act 1993 (NZ) where applicable. Subject to those non-excludable provisions, and to the fullest extent permitted by law, we disclaim all warranties and representations with respect to the services, whether express, implied, or statutory.

15.  LIMITATION OF LIABILITY

To the fullest extent permitted by law, our total aggregate liability for all claims relating to any engagement is limited to the total fees actually paid by you to us for the relevant service.

We are not liable for any indirect, special, or consequential loss, including loss of data, loss of profits, revenue, goodwill, anticipated savings, or business interruption, however arising.

We make no warranties regarding the likelihood of success of any marketing, promotional, or advertising activity. Where our liability for breach of a non-excludable condition cannot be fully excluded, it is limited to either re-supplying the service or paying the cost of re-supply.

Nothing in these Terms limits liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.

16.  INDEMNITY

You agree to indemnify and hold harmless Colab Marketing Group Ltd, its directors, officers, and employees against all losses, claims, damages, expenses, and costs (including legal fees) arising from: any breach of this agreement by you; your negligent acts or omissions; your use of the services; any third-party claim arising from your content or instructions; or any breach of third-party Intellectual Property Rights.

17.  DISPUTE RESOLUTION

If a dispute arises, the parties must first attempt to resolve it by good-faith negotiation. A party wishing to raise a dispute must give written notice designating a representative with authority to settle.

If the dispute is not resolved within 90 days of written notice, the parties will agree on an alternative resolution process (such as mediation or expert determination) before resorting to arbitration or court proceedings.

Either party may seek urgent interlocutory relief from a court at any time without first complying with this clause.

This agreement is governed by the laws of New Zealand. Each party submits to the exclusive jurisdiction of the New Zealand courts.

18.  GENERAL

This agreement does not create a relationship of employment, agency, or partnership between the parties.

• We may sub-contract our obligations under this agreement.

• Failure to enforce any provision does not constitute a waiver.

• If any provision is unenforceable, the remaining provisions continue in full force.

• Any notice must be given in writing, addressed to the other party's notified contact persons.

• This agreement, together with any Proposal or Pricing Structure, constitutes the entire agreement between the parties and supersedes all prior discussions.

 PART B: WEBSITE AND DESIGN SERVICES

These terms apply in addition to Part A for website builds, design, and creative projects.

 19.  SCOPE

This Part applies to all website build, web design, graphic design, branding, and related creative services. The specific deliverables, timelines, and fees for each project will be set out in the relevant Proposal or Pricing Structure.

20.  PRODUCTION SCHEDULING

Where appropriate, we will develop a production schedule for the services. We will use reasonable commercial endeavours to meet agreed milestones.

If you delay in providing approvals, Client Content, or feedback, the delivery deadline may shift accordingly. Where a deadline cannot be changed, a Variation Notice including any overtime costs will be issued.

21.  DESIGN REVISION POLICY

Our project fee includes: an initial concept or design, and up to two rounds of revisions after the first draft is presented. A "round" means you provide all requested changes together in one consolidated list.

Additional charges apply for:

• any changes beyond the two included revision rounds, billed at $250/hour (minimum 30 minutes per change request);

• requests that substantially alter the agreed brief or require a redesign, which will be quoted separately before work begins; and

• small text changes outside revision rounds, which may be billed at a reduced rate at our discretion.

22.  PURCHASE OF STOCK IMAGES, FONTS, PHOTOGRAPHY, AUDIO OR VIDEO

Unless specified in the Pricing Structure, fees do not include the search for or purchase of stock images, commercial fonts, photography, audio, or video.

You may provide these materials yourself, or we can purchase them on your behalf. When purchased on your behalf, we will be the licence holder and use is restricted to the terms of those licences. You indemnify us against all losses arising from breach of those licences.

Standard stock image costs will be charged at our current rates. Font, photography, audio, and video costs will be provided via a Variation Notice for approval before purchase. Ownership of commissioned photography, audio, or video transfers to you upon full payment of all invoices.

23.  ARCHIVING AND RETRIEVAL

We will endeavour to store electronic files used in your project, but we provide no guarantee that stored files can be retrieved in the future.

Once a website or project is launched, archiving of files and databases becomes the Client's responsibility. We can provide this as an additional service at an agreed cost.

We retain ownership of all working files. Supply of raw or editable files is at our discretion and may incur a retrieval and release fee.

24.  DISBURSEMENTS

Disbursements are not included in project fees. Any disbursements incurred during a website or design project will be charged as additional costs. These may include: plugin and theme licences; hosting or domain registration costs; and consumable materials used as part of the service.

PART C: DIGITAL MARKETING SERVICES

These terms apply in addition to Part A for paid advertising, SEO, social media management, and related digital campaigns.

 25.  SCOPE

This Part applies to all digital marketing services including paid advertising (Meta, Google, LinkedIn, and other platforms), search engine optimisation (SEO), social media management, retargeting campaigns, display advertising, and related digital marketing activities. The specific services, platforms, and fees will be set out in the relevant Proposal or Pricing Structure.

26.  CREATIVE AND IMAGERY

Unless otherwise specified in the Proposal or Pricing Structure, our digital marketing fees are based on the client supplying all ad creative and imagery. You agree to provide all required creative assets in formats suitable for the relevant advertising platforms, as specified by us, in a timely manner prior to any campaign launch or scheduled creative refresh.

If you request us to produce ad creative or imagery for any ad set, this will be treated as an additional service. The cost will be confirmed in writing via a Variation Notice before work commences. Please refer to the current Pricing Structure or contact us for the applicable rate.

You warrant that all creative assets and imagery you supply are owned by, or properly licensed to, you, and that their use in advertising will not infringe the rights of any third party. You indemnify us against any loss arising from a breach of this warranty.

Note: Where your Proposal or Pricing Structure specifically includes creative production, clause 26.1 does not apply and the creative scope will be as described in that document.

 27.  CAMPAIGN PAYMENT AND TIMING

Monthly management fees are invoiced in advance on the first business day of each calendar month and are payable within 10 days of the invoice date.

Campaign Budget Payment Deadline: For all paid advertising campaigns, payment of the agreed management fee must be received by the 20th of the preceding calendar month for the campaign to run in that calendar month. Campaigns delayed due to late payment or late delivery of approved creative will have their budget accelerated to be used by the end of that calendar month.

Campaign billing may not be paused during the initial agreed term. Refunds will not be issued for paused campaigns. A credit note may be issued at our discretion.

The media/advertising budget is a direct cost to you. You are responsible for funding your own advertising account directly with the relevant platform (e.g. Meta, Google). This budget is not collected or managed by us, and we accept no liability for platform charges or media spend performance.

28.  ACCOUNT SETUP AND OWNERSHIP

By default, all advertising accounts, social media accounts, and ad accounts set up or managed by us are owned by Colab Marketing Group Ltd. We will hold all relevant access and act as account administrator.

Where the parties specifically agree in writing (for example, in a signed services agreement) that the client will own a particular account, that agreement prevails over clause 28.1 for that account only. In such cases, we will hold Partner or Agency access only, and will remove that access within 5 business days of termination.

All other Service IP — including campaign structures, audience frameworks, reporting configurations, and methodologies developed in delivering the services — remains the property of Colab Marketing Group Ltd regardless of account ownership arrangements.

You must provide access to any existing social media or advertising accounts, or grant us permission to create accounts on your behalf, as required to deliver the services.

29.  CAMPAIGN MANAGEMENT AND BUDGET

We will perform the services as specified in the Pricing Structure, utilising the specified platforms, for the specified term.

We reserve the right to reallocate approved advertising budget between approved platforms (e.g. Meta, Google, LinkedIn) or strategies (e.g. demographic targeting, remarketing) based on campaign performance in order to maximise results, unless you instruct us otherwise in writing.

If you request a change of strategy — including changes to keywords, ad targeting, ad text, ad creative, or campaign focus — within the first 3 months of a campaign commencing, additional time required to implement those changes will be charged at the current Professional Hourly Rate.

30.  CAMPAIGN PERFORMANCE

We make no warranties or guarantees regarding the performance of any Digital Marketing Campaign, including ad position, click-through rates, conversion rates, booking volumes, or return on advertising spend. You acknowledge that:

• search engine results and ad positions will vary across platforms and over time;

• platform algorithms may change unexpectedly and without notice; and

• ·these factors are outside our control.

We will use reasonable endeavours to optimise campaign performance, but results are not guaranteed. Our liability in respect of campaign performance is subject to the limitations set out in clause 15 of Part A.

31.  THIRD-PARTY PLATFORMS

We will manage campaigns via the platforms agreed in the Pricing Structure. You acknowledge that these platforms operate under their own terms of service, which may change without notice.

We accept no liability for any changes a platform makes to its advertising policies, algorithms, account structures, or pricing that may impact campaign performance.

You agree to comply with all applicable platform policies in respect of the advertising content you approve for publication.

32.  DISBURSEMENTS

Disbursements are not included in digital marketing management fees. Any disbursements incurred (such as platform tool costs, social media monitoring costs, or third-party data fees) will be charged as additional costs. The media/advertising budget payable directly to platforms is not a disbursement and is the Client's direct responsibility as set out in clause 27.4.

 DEFINITIONS

In these Terms, the following words have the meanings given:

Additional Costs

All additional costs Colab is permitted to charge under these Terms.

Client / you / your

The person or entity named in a Purchase Order or Pricing Structure, or for whom Colab is undertaking the service.

Colab / we / us / our

Colab Marketing Group Ltd, NZBN: 9429050677320, of 9a Vega Place, Rosedale, Auckland 0632, trading as Colab Marketing, Colab Connects, Lime Digital, and Online Advantage.

Confidential Information

Any information which is by its nature confidential, is designated as confidential, or which the receiving party knows or ought to know is confidential.

Digital Marketing Campaign

Any marketing campaign or strategy using online, digital, social media, or search engine platforms, including Google Ads, Meta (Facebook/Instagram) Ads, LinkedIn Ads, and SEO strategies.

Fees

The amounts payable for the provision of services as set out in the Pricing Structure, Purchase Order, or invoice.

Intellectual Property Rights

All intellectual property rights including copyright, patents, trade marks, designs, trade secrets, database rights, domain names, and similar rights worldwide, whether registered or unregistered.

Loss / Losses

All actions, claims, proceedings, demands, liabilities, losses, damages, costs, expenses (including legal costs), penalties, and charges.

Pricing Structure / Proposal

A written document issued by Colab setting out the scope, deliverables, timeline, and fees for a service.

Professional Hourly Rate

The current hourly rate charged by Colab for work not covered by a Pricing Structure or retainer. The current rate will be confirmed in writing before any additional work commences.

Service

Any service provided by Colab under an engagement, including digital marketing, design, creative, strategic, consulting, SEO, social media, and website services.

Service IP

All Intellectual Property Rights created, designed, developed, or produced by Colab in the course of performing a service.

Specifications

The agreed scope, deliverables, and details of a service as set out in a Pricing Structure, Purchase Order, or agreed in writing.

Variation / Variation Notice

Any change to the agreed Specifications or scope, and the formal written notice Colab issues to communicate that change and any associated costs.

Working Files

Raw, editable source files used or produced in the course of a service, including design files, templates, and code files.