Terms & Conditions | Integration Glue

Agency Responsibilities
Client Service and Support
Quote & Projects
Charges & Invoicing
Payment Schedule
Third-Party Development, Licensing & Advertising Costs
Terms
Indemnification
Non-solicitation
Advertising/Publications
Confidentiality
Reservation of agency technology
Disputes & Dispute Resolution
Termination

1. Agency Responsibilities

The SLA outlines the working practices operated by Integration Glue (the Agency) and the standards of service offered to Clients. This agreement sets out the Agency responsibilities as an agency and explains the limits of our liability and responsibility.
This agreement forms part of our commitment to transparency and openness vital to any business relationship. Clarifying entitlements and responsibilities upfront ensures projects can be efficiently managed, resulting in their timely delivery.
We offer bespoke strategies, allowing us to tailor our services to the objectives of the Client’s company. The contract is a legally binding agreement and the terms and conditions contained in this SLA will be the same, (unless agreed to by both parties).

2. Client Service and Support

The Client is to submit all service requests/support for general questions to support@integrationglue.com unless advised otherwise. If your support request requires immediate resolution, please include the word ‘URGENT’ in the subject line of your email.
Our standard office hours and team responses are Monday to Friday between 8:30 and 5pm NZST, we are closed on major New Zealand holidays. These are based on standard SLA's - Integration Glue offers extended support for international timezones and requirements. Please ask your account manager or commercial lead for bespoke options.
For contact direct to any team member within the Agency, we respond within one business day to emails or voicemails, and often within 2 hours when possible.
The Agency will advise the Client of any additional costs if outside the contracted support agreement.
Where an immediate response is required on an issue or request within business hours, submit directly to support@integrationglue.com A response will be sent within two hours, dependent upon the complexity of the request and Client contract with the Agency. The Client will be advised of the timeframe and any budget considerations resulting from the request in a timely manner.
We cannot guarantee a response time when the Client submits a request outside of standard office hours, but if the issue or request requires an immediate response, email the details of your query to support@integrationglue.com. please include the word ‘URGENT’ in the subject line of your email.

3. Quote & Projects

The Agency will provide the Client with a quotation and detailed specifications for new projects via email, through HubSpot which will include a hyperlink to this SLA. Acceptance by a Client of an Agency quotation is subject to the approval of the terms and conditions in this SLA unless expressly agreed in writing between the Client and the Agency in a bespoke package.
Any work that is in addition to that detailed in a quotation will be valued and added to the final project sum.
When a Client reports an issue relating to a matter that falls outside of the project or contract specification, the Agency will investigate this on behalf of the Client. The Client will receive via email feedback and where appropriate, a price to carry out the extra work involved to resolve the issue.
The Timeline and budget generally allow for one round of iterations/revision and feedback (unless stated in the quote), additional changes should be charged as time and materials.
The Agency does not accept liability where delays in reaching a deadline are caused by the Client not providing the requested information. An example would be in the case of supplying essential content to the Agency and/or failing to confirm sign off allowing for work to commence or continue.
In the event that the Client delays the progress of a project contract with the Agency then the Agency will be entitled to give 14 days’ written notice to the Client of the contract being terminated. If the Client does not satisfactorily remedy the cause(s) of the delays, within the 14-day notice period, then the Agency will have the right to terminate the contract. The Agency will invoice the Client for the full value of works carried out to-date.
In the event that work, resource or contractors are scheduled for the Client and the Client does not provide the Agency with access, materials or other necessary information to complete the work then the Agency reserves the right to charge the Client for this scheduled time.

4. Charges & Invoicing

Initial payment is required to commence any project
Invoices following the initial invoice are raised at the end of each month with payment due within 14 days following the receipt of each invoice.
Any defaults on payments will incur cost of collection and legal costs plus 3% interest per month on the overdue invoice amount.
Any dispute or invoice discrepancy needs to be raised with our accounts team within 14 days from the date of the invoice. Disputes can be emailed to support@integrationglue.com. Please include a copy of the disputed invoice and a detailed explanation of the reason for dispute.
Late or non-payment of invoices will result in integrations and/or projects being paused until payment is made. Additional costs may be incurred to cover expenses relating to Project Management
Delays caused by clients and where resources have been allocated to your project, may invoke additional rescheduling fees
60 days’ notice is required to cancel monthly Professional Support Contract services, otherwise, success tasks will roll on beyond the length of the quoted period.
Invoices will be sent upon Client approval of the provided quote.
Any changes to costs will be communicated to the Client via email
In the event that the Client becomes insolvent or goes into liquidation, the Agency has the right to immediately terminate its contract with the Client and invoice for the full value of project works carried out to that date, plus suspend any email or hosting services.
Final payments become payable upon the Agency completing all quoted items as defined in this contract. If, for any reason, the Agency deems that the Client is unreasonably delaying the completion of the quoted items the Agency may issue the final payment invoice with payment due 20th of the following month.

5. Payment Schedule

50% of Onboarding and project services to be paid to commence scheduling of the work
Projects will not start until the 50% has been received
Once 50% of the project has been delivered, invoices will be raised at the end of each month based on project progress
For projects under $15,000, 100% to be paid to commence the project
Monthly Professional Service Contract fees to be paid 100% in advance for the month ahead
Requests for variations to these terms must be agreed prior to contract signing

6. Third-Party Development, Licensing & Advertising Costs

Any third party development that works on any part of a client site voids any warranty for the entire site, any issues raised will be chargeable
Where systems include 3rd party vendors, the Agency will coordinate on behalf of the Client only when access and authority to do so is contained within the existing contract.
Where third-party licenses and advertising payments are made by the Agency on behalf of the Client, the Agency will invoice the costs as agreed within the standard invoicing cycle. Invoices must be paid to the Agency on 20th of the month following and all terms described within section 4 apply.

7. Terms

The term of this Agreement shall remain in effect and be binding upon the parties commencing upon signature and concluding when all aspects of the project are complete. Agency and Client have the right to mutually amend this contract and scope of work at any time.

Quote for Success Scopes may have a term of 3, 6 or 12 months when this time elapses the contract will fall into a month by month relationship unless otherwise agreed or a new scope/quote are signed and agreed to by both parties. 60 days’ notice is still required to cancel monthly success services,.

8. Indemnification

In the event that the Agency incurs any loss or expense (including reasonable legal fees and/or costs) as the result of any claim, suit or proceeding made or brought against the Agency based upon or relating to any work which the Agency has prepared for the Client, with the exception of any claims based on damages alleged to have been intentionally caused by the Agency, which work is either approved by you or was based on materials, statements, ideas or instructions from the Client, the Client agrees to indemnify the Agency and to hold the Agency harmless from and against any such loss or expense. The obligation to indemnify the Agency hereunder shall not be deemed terminated upon cancellation.

The Agency will not be liable for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of this SOW. The Agency’s maximum liability under this SOW shall not exceed the total fees received by it hereunder except in the case of fraud or willful misconduct by the Agency.

9. Non-solicitation

The parties to this Agreement agree that no effort shall be made to solicit employees from the other party, directly or indirectly, and that no compensation of any kind may be offered or provided to any person currently compensated by the other party without prior written consent by the prior compensation provider, for the term of this agreement as described below.

10. Advertising/Publications

The Client hereby grants the Agency permission to release information with respect to the existence of the above referenced project in advertising, marketing, public relations or similar publications (such as, but not limited to, marketing brochures, press releases, case studies or references) subject to prior review and approval by Client.

11. Confidentiality

In view of the fact that the Agency’s work will bring the Agency into close contact with many confidential affairs of the Client not readily available to the public, and plans for future developments, the Agency agrees to keep secret all matters, except for the existence of this engagement generally, and further agrees not to disclose any such matters to anyone outside of the Agency throughout the term of this agreement, without written consent from the Client. The Agency is responsible for ensuring all its staff comply with these confidentiality and non-disclosure obligations.

12. Reservation of agency technology

The Agency shall own and retain all rights to any and all programming source code, software, technology, concepts, ideas, designs and other work, materials and information the creation or development of which predate this Agreement, including all modifications made during the term (the “Pre-existing Material”). The Agency hereby grants to Client a nonexclusive, royalty-free, perpetual, irrevocable, worldwide license to use, reproduce, distribute, display and perform the Agency’s programming source code, in compiled machine-readable object code form only, to the extent incorporated into the Project, strictly for the purposes and in the territories set out herein. All other material including content, ideas, designs and other work, created by the Agency for the benefit of the Client pursuant to this SOW shall belong to the Client and for this purpose, the Agency acknowledges that rights to such materials shall immediately vest on creation for the Client.

13. Disputes & Dispute Resolution

In the event notice of a dispute is issued in respect of any matter arising out of this Agreement the Parties shall diligently and reasonably attempt to resolve the matter through informal negotiations and discussions between Authorised Officers of each Party.
If the matter is not resolved within one month of the notice (unless such period is extended by agreement of the Parties), the matter shall be submitted to mediation in accordance with, and subject to, the Arbitrators & Mediators Institute of New Zealand Rules, the costs of the mediation
being met equally by the Parties.
If the dispute or difference is not settled within thirty days of the submission to mediation (unless such period is extended by agreement of the Parties), it shall be and is hereby submitted to arbitration in accordance with, and subject to The Arbitration Act 1996 (New Zealand).
Notwithstanding the existence of a dispute or difference each Party shall continue to perform the Agreement.
The Parties will submit to such arbitration diligently, reasonably and expeditiously.

14. Termination

Either Party may terminate this Agreement at any time by giving sixty days’ written notice to the other Party; and on termination all rights and obligations of the Parties which have accrued as at the date of termination shall remain in full force and effect until such obligations have been performed or satisfied as provided for herein.
Either Party may terminate this Agreement immediately by notice to the other Party if at any time:
1. 1. the other Party is or becomes in breach of any of the material terms of this Agreement; or
  2. the other Party goes into liquidation, administration, or makes a composition or arrangement with creditors generally, or takes advantage of any statue for the relief of insolvency or ceases to carry on its existing business.
Termination of this Agreement will not prejudice any rights or remedies already accrued to any Party under, or in respect of any such breach of, this Agreement.
The obligations contained in clause 8 (Indemnification), clause 9 (Non-solicitation), clause 11 (Confidentiality) and clause 12 (Reservation of agency technology) shall survive expiration or termination of this Agreement.

Professional Service Terms & Conditions

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