In this agreement (Agreement), capitalised terms have the meanings given in Schedule 1.This Agreement incorporates all Service Orders entered into between the parties.
If there is any inconsistency between this Agreement and a Service Order, the Service Order prevails.
HTMG agrees to provide the Services to You in accordance with this Agreement and each Service Order, in consideration for payment of the Fees.
HTMG may reasonably cooperate with third parties at Your direction where required to perform the Services.
Any variation to a Service Order must follow the change procedure in clause 5.
HTMG will perform the Services:
You must provide all information, materials and assistance reasonably required for HTMG to perform the Services.
You are solely responsible for all Content provided or approved by You and warrant that such Content complies with all applicable laws and does not infringe third-party rights.
You acknowledge that:
You indemnify HTMG against all losses arising from Your breach of this Agreement or use of the Services.
Either party may request changes to a Service Order by written notice with at least 30 days’ notice.
No change is binding unless agreed in writing by both parties, including any change to Fees or scope.
HTMG acts as principal (not agent) in dealings with media owners and suppliers unless otherwise agreed.
You must maintain suitable credit arrangements or prepay costs where required.
You warrant that:
To the maximum extent permitted by law, HTMG gives no warranties as to outcomes or results.
You indemnify HTMG against all claims arising from:
Deliverables are deemed accepted 10 business days after delivery unless material non-compliance is notified in writing.
Invoices are issued monthly in arrears and payable within 20 days.
Interest accrues on overdue amounts at 1.5% per month, or the maximum allowed by law.
Fees are exclusive of GST under the Goods and Services Tax Act 1985 (NZ).
Ownership of Deliverables remains with HTMG until payment is received in full.
You retain ownership of Your Content.
HTMG retains ownership of all Background Materials.
Upon full payment, ownership of Foreground Materials vests in You.
HTMG retains the right to use know-how, methodologies and non-confidential learnings.
HTMG may subcontract Services and remains responsible for subcontractor performance.
Each party must keep Confidential Information confidential and use it only for the purposes of this Agreement.
12. Term & Termination
Either party may terminate this Agreement on 90 days’ written notice.
HTMG may terminate immediately for material breach or insolvency.
All accrued Fees become immediately payable on termination.
Nothing in this Agreement excludes liability that cannot be excluded by law.
The parties agree they are in trade, and the Consumer Guarantees Act 1993 is excluded to the maximum extent permitted.
HTMG’s total liability is capped at Fees paid in the preceding 12 months.
Disputes must be escalated to senior executives and negotiated in good faith before litigation.
This Agreement is governed by the laws of New Zealand and the parties submit to NZ courts.
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