The Legals
Traction Terms and Conditions may change at any time. Please refer to your contact for your particular terms and conditions.
Terms and Conditions
These Terms and Conditions (Terms) apply to the marketing services (Services) provided by Traction Marketing Limited (Traction). By clicking “Accept” and electronically signing and/or providing any other form of written or electronic agreement to engage Traction to perform Services, the Client agrees to be bound by and accepts these Terms. All Services provided by Traction are governed by these Terms except to the extent that Traction otherwise agrees with the Client in writing.
1. PROVISION OF SERVICES
1.1. Engagements: Each engagement for the provision of Services under these Terms constitutes a separate contract governed by these Terms (each an “Engagement”).
1.2. Services: Traction will provide the Services:
1.2.1. to the Client according to the specifications agreed between the parties for the Engagement; and
1.2.2. using resources who are qualified to perform the agreed Services; and
1.2.3. in compliance with any Client policies and procedures notified to Traction prior to commencement of the Services.
1.3. Warranty: Traction warrants that the Services shall be performed in accordance with the standards of professional skill and care reasonably expected for consultants in the NZ management consulting industry.
1.4. Client Obligations: The Client shall:
1.4.1. comply with all Applicable Laws;
1.4.2. undertake all obligations as are allocated to the Client in these Terms or agreed between the parties for the Engagement, and promptly notify Traction of any matter which may impact on the Services; and
1.4.3. provide Traction with information, assistance, approvals and access to its personnel and premises, as Traction reasonably requires in order to provide the Services.
1.5. Health and Safety: In connection with the Services, both parties will at all times comply with the Health and Safety at Work Act 2015.
1.6. Representative: Each party shall appoint a person (of appropriate seniority and experience) to be that party’s representative for the purposes of their relationship with each other. Each party may, by communicating to the other, remove and replace its representative so appointed.
1.7. Changes to Services : If:
1.7.1. the Client requests any new services under an Engagement that is not within the scope of that Engagement;
1.7.2. either party requests any change to the Services (including any changes to the nature or scope of the Services or to the timing of the delivery of the Services); or
1.7.3. the Client requests any new services to be provided under a new engagement,
(Change), any Change will not be effective until it is agreed between the parties and documented in writing between the parties.
2. PAYMENT AND FEES
2.1. Fees: In consideration for the performance by Traction of the Services in accordance with these Terms, Traction may invoice the Client for the Fees on a monthly basis (or as otherwise agreed in relation to the applicable Engagement).
2.2. Invoicing: The Client must pay each invoice by the applicable due date. If no due date is specified on the invoice, payment is due by the 20thday of the month following the date of the invoice.
2.3. Payment: The Client will pay the Fees by direct credit, direct debit, or electronic funds transfer. Traction may require the Client to provide alternative payment methods or vary the foregoing payment methods. The Client agrees to pay all fees and currency charges incurred or associated with completing payments so that Traction receives the full amount invoiced.
2.4. Expenses/Disbursements: In addition to the Fees, the Client authorises Traction to invoice and receive payment from the Client for expenses and disbursements incurred on the Client’s behalf.
2.5. Taxes: The Fees are exclusive of all applicable taxes (including GST), duties, and levies (taxes). The Client agrees to pay all applicable taxes at the relevant rate, upon invoice, in addition to the Fees, whether such applicable taxes are invoiced at the same time as the Fees or subsequently.
2.6. Default interest: Where the Client does not pay an invoice by the due date for payment, then without prejudice to Traction’s other rights and remedies in respect of non-payment or late payment, the Client must pay on demand by Traction:
2.6.1. interest at 5 per cent per annum above Traction’s current bank overdraft rate calculated on a daily basis, calculated on any moneys outstanding from the date payment is due until the date payment is received by Traction; and
2.6.2. all expenses and costs (including reasonable legal costs as between solicitor and client) incurred by Traction in relation to obtaining or attempting to obtain a remedy for your failure to pay, including debt recovery costs.
2.7. Payments to be free and clear: All amounts, including any Fees, charges, interest or other amounts payable under these Terms, shall be paid free and clear, without any deduction or withholding on account of, any taxes.
2.8. Pricing changes: Traction may review the Fees from time to time and will notify the Client of any changes to Fees. Such changes will take effect from the date specified by Traction or, if no date is specified, from the month following notification from Traction.
3. INTELLECTUAL PROPERTY
3.1. Existing Intellectual Property: Both parties acknowledge that all existing Intellectual Property owned by either party (or their licensors) prior to the commencement of the Services (Existing Intellectual Property) is owned by that party or their third-party licensors (as the case may be). Nothing in these Terms transfers ownership of Existing Intellectual Property to the other party.
3.2. Modifications to Client Existing Intellectual Property: Where Traction modifies any Client Existing Intellectual Property as part of the Services, ownership of such modifications will vest in the Client upon full payment for the Services.
3.3. New Intellectual Property: Unless otherwise agreed in writing in relation to a particular Engagement, all new Intellectual Property that is developed or created through the provision of Services will be owned by Traction and vest in Traction immediately upon creation.
3.4. Licences:
3.4.1. Where Traction provides Services that incorporate any Intellectual Property that Traction owns (including Existing Intellectual Property), Traction grants the Client a perpetual, non-exclusive, licence to use that Intellectual Property for the Client’s internal business purposes only.
3.4.2. Where the Client provides any material to Traction that incorporates any Intellectual Property that is owned by or licensed to the Client (including Existing Intellectual Property), the Client grants Traction a perpetual, non-exclusive, licence to use that Intellectual Property for the purpose of performing the Services.
3.5. Restrictions: The Client may only use any Intellectual Property that Traction owns as expressly permitted by these Terms. Without limiting the foregoing, the Client must not modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any Intellectual Property that Traction owns or any system or service that Traction makes available to the Client (including any reports, market insights or dashboard).
4. CONFIDENTIALITY AND PRIVACY
4.1. Confidentiality: Neither party shall (and shall procure that its employees and other contractors do not), at any time, directly or indirectly:
4.1.1. disclose or permit the disclosure of Confidential Information of the other party to any person; or
4.1.2. use any Confidential Information of the other party other than for the purpose for which it was provided,
except:
4.1.3. to the extent required by law;
4.1.4. to the extent disclosure is necessary to fulfill its obligations under these Terms;
4.1.5. information which is publicly available without any cause attributable to the disclosing party; or
4.1.6. to the extent the other party has given its prior written consent to such disclosure.
4.2. Privacy: If the Client provides any personal information to Traction, the Client is responsible for obtaining all necessary consents and authorisations from individuals to enable Traction to access, collect, retain and use any personal information for the purpose of supplying Services to the Client. In so far as Traction holds any personal information supplied by the Client on behalf of the Client, Traction will do so as the Client’s agent in accordance with the Privacy Act 2020.
4.2.1. The Client acknowledges that it is the Data Controller under the General Data Protection Regulation (GDPR), the UK GDPR, and any other applicable data protection regulations, and Traction acts solely as a Data Processor where applicable. The Client is responsible for ensuring compliance with all data protection laws, including obtaining any necessary consents from data subjects.
4.2.2. Traction shall implement appropriate technical and organisational measures to protect personal data against unauthorised access, loss, or misuse. However, the Client acknowledges that Traction is not liable for any breaches of data protection laws resulting from the Client’s failure to comply with its obligations.
4.2.3. The Client shall indemnify and hold Traction harmless against any claims, losses, fines, or penalties arising from non-compliance with data protection laws.
4.3 Third-Party Platforms & Tracking Technologies:
4.3.1. Traction may use third-party platforms (e.g., Google Ads, LinkedIn, Meta, analytics tools) as part of digital marketing efforts. These platforms have their own data processing policies, and the Client agrees to comply with their terms.
4.3.2. The Client is responsible for ensuring that any tracking pixels, cookies, or remarketing tools used in campaigns comply with relevant data protection laws, including obtaining user consent where required.
4.4 Data Retention & Deletion:
4.4.1. Traction will only retain personal data for as long as necessary to provide the Services or as required by law.
4.4.2. Upon termination of Services or written request, Traction will delete or return all personal data unless retention is legally required.
4.3. Publicity: The Client agrees that Traction may on Traction’s website and in other Traction marketing materials:
4.3.1. list the Client as a client of Traction, along with the Client’s logo; and/or
4.3.2. publish a marketing case study relating to the Services Traction supplies to the Client, and/or
4.3.3. publish the Client’s testimonial/review of the Services and/or Traction.
4.5. Marketing Communications by Traction
The Client agrees that Traction may contact the Client and its representatives from time to time for the purpose of providing updates, marketing materials, industry insights, or information about new services. The Client may opt out of receiving such communications at any time by following the unsubscribe instructions in the communication or by notifying Traction in writing.
5. RESTRAINT
5.1. Restraint: Each party agrees that it will not directly or indirectly employ or attempt to employ any of the services of any personnel or contractors of the other party during the term of any Engagement or for a period of six months thereafter, unless the other party first consents in writing.
5.2. Breach of Restraint: Notwithstanding anything else in these Terms, if either party breaches clause
5.1 (breaching party) with respect to a personnel or contractor of the other party (restricted party), the other party has the right, without limiting any other rights in law, to be paid an amount equal to the annual remuneration/fees paid by the breaching party to the relevant restricted party during the previous 12 months prior to the breach (or if the restricted party had not been engaged for 12 months, then the amount that would have been paid had they been engaged for 12 months determined by annualising the amount that they were paid).
6. LIABILITY
6.1. Limitation of Liability: To the maximum extent permitted by law:
6.1.1. under no circumstances will either party, its employees or agents, be liable to the other in connection with the Services for any loss of profits, loss of revenue, corruption or loss of data, loss of anticipated savings, or for any indirect or consequential loss whatsoever, arising by any means, whether or not the possibility of such loss or damage could have been reasonably foreseen; and
6.1.2. the total aggregate liability of Traction and/or its directors, officers and employees, to the Client under or in connection with the Services shall be limited to the Fees paid by the Client to Traction for the Services in the three months immediately preceding the claim.
6.2. Exclusion of Liability: Traction shall not be liable (and shall not be in breach of these Terms) in respect of any failure to comply with any of its obligations pursuant to these Terms to the extent such failure is caused by an act or omission of the Client (or any of the Client’s employees, contractors, representatives or agents).
6.3. Exclusion of Warranties: To the maximum extent permitted by law, except for express warranties in these Terms, any other warranties, conditions, representations or guarantees whether implied by statute, common law, or custom of the trade or otherwise, including implied warranties, guarantees or conditions of merchantability and/or fitness for a particular purpose, are excluded.
7. TERMINATION
7.1. Termination by agreement or completion: Each Engagement will terminate immediately on the earliest of:
7.1.1. mutual agreement in writing between the parties;
7.1.2. completion of the Services under the Engagement; and
7.1.3. completion of the specified hours for Services under the Engagement (if applicable).
7.2. Termination for default: Either party may terminate any Engagement by written notice to the other party if the other party:
7.2.1. has committed a material breach of these Terms which is incapable of remedy or has not been remedied within 30 days of receipt of the notice in writing from the first party requiring it to remedy the breach; or
7.2.2. is unable to pay its debts if and when they are due, gives notice of cessation of business, commits an act of bankruptcy, goes into liquidation, or has a receiver or manager appointed by any charge holder.
7.3. Consequences of Termination: On termination or expiry of any Engagements:
7.3.1. each party shall provide to the other, all Confidential Information, or other information relating to the Services, these Terms or the other party which it holds (subject, in the Client’s case, to payment of all Fees); and
7.3.2. the Client shall pay to Traction all Fees payable up to the date of termination or expiry.
7.4. Termination for convenience: The Client may terminate any Engagement on 60 days’ written notice to Traction.
7.5. Effect of Termination: Termination or expiry of any Engagement does not affect any rights or obligations of the parties that have arisen prior to termination.
8. DISPUTE RESOLUTION
8.1. Dispute: In the event of any dispute arising between the parties about the contents or interpretation of these Terms then the parties will make reasonable endeavours to resolve the dispute by negotiation and if such efforts are unsuccessful after 14 days the parties will submit the dispute to mediation in accordance with the Mediation Protocol of the Arbitrators’ and Mediators’ Institute of New Zealand Inc. with a mediator appointed by the President of the New Zealand Law Society or the President’s nominee, if the parties are unable to agree on such appointment.
8.2. Arbitration: In the event of the mediation referral being unsuccessful after 30 days from submission of the dispute it will be referred to arbitration in accordance with the provisions of the Arbitration Act 1996.
8.3. Urgent relief: Nothing in these Terms will prevent a party seeking urgent equitable remedies before an appropriate court.
9. GENERAL
9.1. Notices: Any notices required to be given under these Terms may be given to the addresses (physical or email) notified by each party or, if no address is notified for this purpose, to the main business address of the relevant party.
9.2. Changes to these Terms: Traction may change these Terms at any time by posting the updated Terms on its website. Where a material change is made, Traction will notify the Client of these changes by email. The Client is responsible for reading, understanding and accepting the then-current Terms. If the Client reasonably considers a material change to these Terms will have a material negative effect on the Client, then the Client may advise Traction of this in writing within 30 days after the changed Terms came into effect. In this case, Traction may, acting reasonably, allow the Client to terminate its engagement with Traction, on written notice.
9.3. Waiver: No waiver by either party of any of their rights under these Terms will amount to, or be deemed, a waiver of any subsequent right.
9.4. Force Majeure: Neither party will be liable for any delay or for any failure to fulfil its obligations under these Terms as a consequence of a Force Majeure event.
9.5. Subcontracting: Traction may subcontract the performance of any part of (but not all) the Services under these Terms. Notwithstanding any subcontracting, Traction shall remain liable to the Client for the performance of all Services and compliance with all obligations of Traction under these Terms.
9.6. Entire Agreement: These Terms cancel and supersede all other representations, understandings, agreements or negotiations between the parties, and comprise the entire agreement between them about the Services.
9.7. Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.
9.8. Partial invalidity: If any provision of these Terms or its application to any party or circumstance is or becomes invalid or unenforceable to any extent, the remainder of these Terms and its application will not be affected and will remain enforceable to the greatest extent permitted by law.
9.9. Non-merger: The agreements, obligations and warranties contained in these Terms will not merge on completion of the transactions, contemplated by it, but will remain in full force until satisfied.
9.10. Relationship: The relationship between Traction and the Client is that of an independent consultancy. It is not a relationship of agency, joint venture or partnership. Neither party has the authority to bind the other to any transaction.
9.11. Assignment: The Client may not assign or transfer (or purport to assign or transfer) its interest in these Terms (and/or any Engagement) without the Client’s prior written consent. Traction may assign or transfer its interest in these Terms (and/or any Engagement) to any related party or any person or entity who purchases all or part of Traction’s business, without requiring the Client’s consent.
9.12. Governing Law: These terms are governed by and construed in accordance with the laws of New Zealand. The parties irrevocably submit to the exclusive jurisdiction of the Courts of New Zealand with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with these Terms.
10. INTERPRETATION
10.1. In these Terms unless the context otherwise requires:
10.1.1. Applicable Laws means all acts of Parliament and all order, by-laws and regulations in any way governing or affecting the performance by Traction of the Services including, without limitation, any such act, by-law, order, rule, regulation or other lawful requirement relating to the provision of the Services.
10.1.2. Business Day means any day other than a Saturday, Sunday or a statutory public holiday in Christchurch, New Zealand.
10.1.3. Client means the client who engages Traction under an Engagement.
10.1.4. Confidential Information means any and all information relating to these Terms and any and all information of whatever nature directly or indirectly concerning the activities, business, finances, software, know-how, data (technical or non-technical), trade secrets, projects and forecasts, and information relating to systems or processes, marketing information, customer information and any other information and/or Intellectual Property, relating to or owned by either party or which is obtained directly or indirectly from a party under or in connection with these Terms, in each case whether such information is oral, written or embodied in any other physical or electronic form.
10.1.5. Fees means the fees, pricing, and charges for the Services, as varied from time to time in accordance with these Terms.
10.1.6. Force Majeure means an event or occurrence which is beyond a party’s reasonable control, provided that lack of available funds shall not constitute an event of Force Majeure.
10.1.7. Intellectual Property means any patent, design, trade mark, copyright, know-how, trade secret, confidential information and any other proprietary right or form of intellectual property (whether protectable by registration or not) in respect of any technology, concept, idea, data, documentation, written material, program or other software (including, without limitation, in source and object codes), specification, formula, drawing, program, design, system, process, business name, trade name, trade mark, service mark, logo, mark, style or other matter or thing, existing or conceived, used, developed or produced by any person or used in relation to such technologies which is not already available in the public domain.
10.1.8. Traction means Traction Marketing Limited (NZCN 5844551).
10.2. Interpretation: In these Terms, unless the context otherwise requires:
10.2.1. expressions defined in the main body of these Terms have the defined meaning in the whole of the Terms, including the background;
10.2.2. section, clause and other headings are for convenience only and will not affect the interpretation of these Terms;
10.2.3. singular will include plural and vice versa;
10.2.4. where any term defined in these Terms takes a different form for reasons of grammar, the different form has a corresponding meaning;
10.2.5. reference to a party will include that party’s executors, administrators, successors and permitted assigns;
10.2.6. References to times of day or dates are to New Zealand times and dates respectively unless specifically stated otherwise;
10.2.7. any obligation not to do anything will be deemed to include an obligation not to suffer, permit or cause that thing to be done; and
10.2.8. the terms “written” and “in writing” include any means of reproducing words, figures or symbols in a tangible and visible form.
