Terms of Trade
Last updated 24 March 2025.
By submitting the questionnaire or booking a session with me, you agree to the following terms and conditions of trade:
1. General
1.1 In these Terms and Conditions:
(a) “Agreement” means any order or engagement letter relating to the Services, and these Terms and Conditions
(b) “We” or “Us” means Jodine McIntyre trading as Social Smarty and her successors and assigns.
(c) “You” means the person, firm, company or entity buying Services from us.
(d) “Services” means all Services We will supply to you under a proposal, order or invoice relating to digital marketing advice and training.
2. Price
2.1 Price plus tax: You will pay the price indicated on the invoice, order form or other similar document issued by us (“Price”), together with the amount of any Goods and Services Tax or any other tax which may be payable in respect of the supply of Services or otherwise under these Terms and Conditions.
2.2 Quotation: Any quotation we have made for the supply of Services constitutes an invitation to treat and not a binding offer.
All quotations lapse after 30 days but We reserve the right to change or withdraw any quotation without notice at any time.
2.3 Office expenses: unless otherwise agreed in writing we reserve the right to add a charge for office expenses such as for in-house colour printing, travel, postage.
2.4 Change of Rates: We reserve the right to change any previously notified hourly rate for casual work on 60 days’ written notice to you.
2.5 Price variations: The Price may be revised during provision of the Services in circumstances including but not limited to:
(a) delays caused by you;
(b) you request additional work after sign-off;
(c) you choose to purchase additional Services;
(d) additional third party costs incurred;
(e) where you request changes to the final work product; or
(f) other circumstances outside our control.
2.6 No deductions: All payments by you will be full, free and clear of any deduction, withholding, set-off, counterclaim or other claim.
2.7 Cancellation: You must give us at least 14 days’ notice in writing if you wish to cancel this Agreement.
Where cancellation occurs before we start our work any deposit paid may be refunded at our solediscretion.
No refund will be made where cancellation occurs within 24 hours of the time set for performance of the Services. If cancellation occurs after we have started to perform Services we reserve the right to invoice you for work that has already been done where:
(a) the amount of any deposit paid is not enough to compensate us for that work; or
(b) you have not paid a deposit.
3. Payment
3.1 One-off Services: In order to confirm a booking for one-off Services you may be required to pay a deposit or the full Price.
3.2 On-going Services: Where we have agreed to provide our Services to you on an ongoing basis we will invoice you for each month’s Services in advance.
If you do not wish to continue the Agreement on this basis you must give Us not less than 30 days written notice of termination.
3.3 Payment terms: You agree to pay your account within 14 days of the date of invoice or as otherwise agreed with you in writing and we reserve the right not to release our report or work to you until the account has been paid in full.
3.4 Expenses: Agreed out of pocket expenses will be invoiced in advance and We reserve the right not to progress the associated Services until we receive these payments.
3.5 Website payments: Payments you make via our website are processed either by Stripe and its global affiliates (“Stripe”) or Eventbrite and its global affiliates (“Eventbrite”).
3.6 Acceleration: Notwithstanding the above credit period, full payment for all unpaid Services will become due immediately upon:
(a) You or any guarantor becoming insolvent or bankrupt;
(b) The commencement of any act or proceeding in which your or any guarantor’s insolvency is involved; or
(c) You or any guarantor resolving to wind up or being ordered to be wound up or having a receiver, liquidator of official manager appointed in respect of all or any of your assets; or
(d) You or any guarantor ceasing to trade.
4. Penalty for Late Payment
4.1 Default interest: Failure by you to make payment in full of any amount payable pursuant to this Agreement on the due date constitutes a default and, without prejudice to any other rights or remedies available to us, simple interest at Our bank’s current overdraft rate will be payable upon demand and from the due date until payment.
4.2 Legal costs: You will indemnify us against all loss, costs and expenses, including legal costs on a solicitor/clientbasis, which We may suffer or incur as a result of any failure by you to make due and punctual payment.
5. Performance of the Services
5.1 Time: We undertake to use reasonable endeavours to deliver the Services within the time specified by us but dates we give for performance will be indicative only. No date specified by you will be binding on us without our written agreement.
5.2 Use of reports: Any advice or reports prepared or procured by Us as part of the Services are to be used only by you.
5.3 Services to be supplied: You acknowledge and agree that the Services are limited to those set out in the invoice, order form or other similar document issued by us.
5.4 Declining Services: We reserve the right to decline any request for work that We consider is contrary to Our professional standards or that in Our view may be harmful to your or Our reputations.
This includes direct conflicts of interest with respect to our existing client work.
If you object to Us declining any work under this clause We have the right to terminate this Agreement with immediate effect.
5.5 Portfolio: You agree that We may use samples of the work we have prepared on your behalf for the purposes of marketing our services and our business.
5.6 Copyright: Unless otherwise agreed, We will retain intellectual property rights in all original work we have prepared on your behalf as part of the Services.
You will have the right to use the original work for the purpose for which it was intended. You will not have the right to modify the work or use it for any other purposes without Our written agreement.
5.7 Termination: we may terminate this Agreement in writing on at least 14 days’ notice.
6. Licence and Intellectual Property
6.1 We own all intellectual property rights in our online programmes and related material.
6.2 Your purchase entitles you to personal use of the programmes purchased. You acknowledge that you may not share, copy or distribute this content in any way to any other person.
7. Your Obligations
7.1 Information and instructions:
(a) You will provide us with any relevant information required to enable us to perform the Services.
(b) Where information provided by you is incorrect and we are required to undertake additional work we reserve the right to charge for such additional work.
(c) Requests for changes to text must be made in writing, either by email, notes on pdf file, or scanned written notes on hard copy.
We cannot guarantee that textual changes requested orally will be implemented.
7.2 Third Party Rights: You warrant that:
(a) you own any material you provide to us, free of any claims or encumbrances and are entitled to provide that material to us; and
(b) any material you provide to us is yours and does not violate any existing intellectual property rights including, without limitation, copyright, trade mark, or any other proprietary or contractual rights.
8. Our Obligations and Warranties
8.1 We warrant that:
(a) We have the right to enter into this Agreement;
(b) We will perform the Services to a reasonable standard of care and skill;
(c) We will perform the Services in accordance with relevant laws.
9. Liability
9.1 Limitation of liability:
(a) Claims: We will have no liability for unsatisfactory Services unless you notify us in writing of your claim within 7 days after performance of the Services;
(b) We will have the option, exercisable at our discretion, to replace or give credit for any services in respect of which any claim is made or proven or to refund a portion of the price paid for the Services, thereby fully discharging all our legal liability;
(c) If either party is liable for direct losses arising from a breach of this Agreement or for negligence, the liable party’s obligation to pay damages or losses is limited to the Price paid for Services under this Agreement in the three months immediately prior to the event to which the liability relates.This limitation does not apply to any loss or damage caused by fraud, wilful breach or wilful damage;
(d) We are not liable for any loss arising from changes to technology that are outside our control.
(e) We are not liable for any loss caused by you, or any loss that results from your failure to take reasonable steps to avoid or minimise your loss. This includes loss caused by you providing us with incorrect information or by your delay leading to our Services becoming obsolete du to matters outside our control;
(f) Notwithstanding any other provision of this agreement, neither party will be liable for indirect, special, consequential or similar damages or losses, including but not limited to loss of profit or revenues or other financial or economic losses of any kind and whether or not the other party has been advised of the potential for such damages;
9.2 Indemnity: You will be liable for, and will indemnify Us against, any and all liability, loss, damages, costs, legal costs, professional and other expenses of any nature whatsoever incurred or suffered by Us, whether direct or consequential (including without limitation any economic loss or other loss of profits, business or goodwill), arising out of any dispute or contractual, tortious or other claim or proceeding brought against Us arising from any third party claim that the Work infringes a third party’s intellectual property rights.
9.3 Business purposes: If you are acquiring the Services for business purposes, you acknowledge that the provisions of the Consumer Guarantees Act 1993 will not apply and are expressly excluded.
10. Dispute Resolution
10.1 If any dispute/difference arises between the parties then we will, acting in good faith, endeavour to resolve that dispute by negotiation. If the dispute/difference is not resolved within seven (7) working days of the party alleging the dispute/difference having given written notice of it to the other party, then the dispute/difference will be referred to mediation conducted in accordance with AMINZ protocols.
If the parties cannot agree on the appointment of a Mediator then aMediator shall be appointed by the President for the time being of the New Zealand Law Society. The mediation will be conducted not later than twenty (20) working days after the notice of dispute/difference was first given. If mediation fails, or a party elects to opt out of the mediation process, then the dispute/difference may be submitted by a party to the jurisdiction of the appropriate Court of New Zealand No party may issue any legal proceedings (other than for urgent interlocutory relief) in respect of such dispute/difference, unless that party has first taken all reasonable steps to comply with this clause.
