The following are yourBusinessChannel’s (“yBC”) standard terms of business.  They cover all types of projects, including projects which comprise research, consultancy, platform design and build, support, content creation or media.  Consequently some of the terms below may not apply to every project (for example terms, relating to “shoots” or “platform production” only apply to projects involving shoots or platform production).

1. Contract: In the absence of a formal written contract between the parties, these terms of business shall constitute the terms of business for this project as well as for each subsequent project until any updated agreement is signed, and shall be deemed a binding contract between the parties.
2. Confidentiality: Confidentiality is central to the relationship yBC has with its clients.  The details of all work undertaken by yBC shall remain confidential between the parties, except where the client has asked that information be disclosed to third parties, including suppliers.  The level of client information passed on to yBC’s suppliers (if any) shall be kept to the necessary minimum. Likewise, the details of this agreement shall remain confidential. Nothing in this clause limits yBC or its employees from using for their own purposes general knowledge, information or experience obtained in the course of business with its clients.
3. Internet Security and Privacy: yBC largely works with clients on projects which involve online or internet related deliverables and elements.  In line with best practice, yBC maintains an Information Security Policy and a Data Protection Policy which closely informs project design, delivery and handling of client information, staffing and data.  All yBC employees are required to adhere to these policies, adherence is closely monitored and remedial and/or punitive action will be taken in the event of any employee breach of any of these policies.
4. Set project fees and budget estimates: Clients will be provided with either a schedule of set fees or written budget estimates in relation to each project (whether one-off or ongoing).  Set fees are payable in the amount and timeframes communicated by yBC. Estimates can comprise any or all of: fees (fixed or variable, eg hourly), retainer fees, products for a fixed price, results based fees and disbursements.  Disbursements include office disbursements such as call charges, administrative costs and travel, as well as specific project disbursements such as website development costs, design, print production and photography. Results based fees (if applicable) will be calculated as agreed in writing between the parties.  All budget estimates are based on an agreement with yBC, based in New Zealand, so GST/VAT in other countries is unlikely to apply.  Currency will be confirmed in the fees schedule or budget estimates – if not stated, assume New Zealand Dollars. 
5. Pricing based on confirmed outputs. Pricing is based upon confirmed outputs for each project, specified in the project confirmation form or, where this does not exist, within the confirmation email.  If the client is unclear about the parameters of confirmed outputs, they should raise this immediately with the project team.
6. Pricing assumes yBC methodology.  yBC has a clearly defined methodology and process for most project types, including anything which involves creating digital deliverables, details of which can provided on request.  Unless otherwise agreed with a client in relation to specific projects, yBC will follow its usual methodology on all projects. High level summaries of our methodology can be shared upon request. Any different methodology requirements subsequently required by clients and agreed to by yBC may lead to additional charges, fees or costs.
7. Monitoring actual costs: Fees and budget estimates reflect the expected cost of the project in the normal course of events, based on the briefing and background information provided by the client.  Costs will be monitored very closely throughout each project. Any unexpected difficulties or anomalies with project budgets will be communicated with the client as soon as they arise.  However, yBC will pass on to the client the cost of any budget over-runs which were caused by external factors out of yBC’s control, such as client changes to the project parameters or unannounced fluctuation in the pricing of yBC’s suppliers.
8. Additional elements requested: Should the client require additional elements or increased outputs, not anticipated by the original brief and not outlined in yBC’s proposal, to be delivered during the campaign or duration of the project, yBC will provide budget estimates in respect of those additional elements for the client to sign off.
9. One set of amendments: All budgeting and planning reflects that yBC allows for one set of amendments for each project deliverable or, for larger deliverables, for each key stage of each project deliverable.  This may mean that if the client chooses to subsequently request further amendments beyond what was anticipated or planned by yBC, additional costs may apply.  For the avoidance of doubt, where the client has confirmed or approved a script, copy or creative concepts (on paper) and then subsequently asks to have that substantially changed or reworked, such rework may incur additional fees and expenses.
10. Sign-off: Except in exceptional circumstances, sign-off of budgets and proofs is required in writing.  For the avoidance of doubt, an email from the client to yBC is sufficient proof of sign-off, whether of budgets, artwork or other outputs. In the exceptional case where sign-off is given verbally, yBC will usually confirm back in writing, and such confirmation shall be deemed proof that verbal sign-off was given.
11. Invoicing: Projects will be invoiced to an agreed schedule wherever possible.  Invoices will comprise consultancy fees, general consultancy disbursements and production disbursements (where applicable) and will include a concise description of each key element being invoiced. 
12. Payment: Payment is required as per the agreed schedule for each project, the payment dates being the dates upon which payment should be received by yBC.   The following applies to all projects, including any past projects for the client which have not been fully paid. In light of the global economic downturn, payment terms will be strictly enforced. 
    1. Where no payment schedule is agreed, payment is required within five working days of the invoice date.
    2. yBC does not agree to “standard payment terms” imposed by the client unless this is expressly agreed in writing by yBC.
    3. If there are competing payment terms (yBC’s and the client’s), yBC’s business terms will prevail.
    4. Product fees or retainer fees must be paid in advance and by standing order or automatic electronic payment/transfer, to meet the agreed timeframes for payment.
    5. Where the progress of a project is delayed due to factors outside of yBC’s control (such as client or supplier delays), the original payment schedule remains in force.
    6. The client must contact yBC immediately to discuss timing if there is a problem with upcoming payments, and any change to the agreed payment schedule is entirely at the discretion of yBC.
13. Late payment: Where the client fails to make payments according to the agreed schedule, yBC may charge penalty interest and, if applicable, collection charges and late payment fees on top of any outstanding monies due. 
    1. Penalty interest will be charged at a rate of 9% per calendar month (or part thereof) calculated from the date upon which they became due until the date of payment of all monies owed, including accrued interest calculated compounding monthly, in full. 
    2. Collection charges will be passed directly to the client, at cost, and a minimum late payment fee may be added by yBC – this is usually a one off charge of 10% of the total project fee, or NZ$750, whichever is higher.
    3. Where a scheduled payment of any type on any live or past project is not made on time and no alternative arrangement has been agreed to by yBC, yBC may pause any work in progress, including any side projects, disbursement items or unrelated projects for the same client organisation, until the outstanding payment is cleared. For the avoidance of doubt, this also includes pausing or blocking any streaming services or withholding any support.
    4. If an unpaid invoice remains outstanding for more than 30 days, yBC may contact the accounting department or executive team of the client company, or of any parent company or associated company, or may make contact with any end client involved in the project, to seek alternative payment.
14. Early payment, other discounts or free elements: yBC may, at its discretion, offer early payment or other discounts for some projects.  Such discounts are available and will be honoured if the terms of the discount are completely met by the client. yBC may also at its discretion offer activities, outputs or other elements which are free of charge to the client, as part of the project deliverables, and contingent upon any conditions articulated by yBC in any email, proposal presentation or confirmation document in relation to the free elements.
15. Ownership and intellectual property: except as limited or expressly noted elsewhere in this agreement, the ownership of any final outputs, resources or materials created by yBC for the client as part of any project or campaign will pass to the client once all fees and disbursements in relation to the project or campaign have been paid to yBC in full, provided only that the client does not have any other invoices outstanding.  Ownership in working design files and other drafts or development files, including but not limited to database system, website platforms, raw video footage, other source files and working drafts, will not pass to the client at any time unless yBC’s proposal expressly contemplates this, and the budget estimates include provision for this.  For the avoidance of doubt:
    1. where any presentations are made by yBC as part of a paid-for speaking engagement, ownership will not pass to the client; instead yBC may at its discretion provide a pdf version of part or all of the presentation, and the client may distribute this to delegates only, unless otherwise agreed in writing.
    2. where any of the elements or confirmed outputs being delivered by yBC is delivered on the yBC digital platform (including web platform(s) and any third party or cloud hosted platforms), ownership of the platform does not pass to the client or any other third party at any stage, and nor do any working or development files (as per the previous clause).  Rather, yBC grants the client a simple “licence to use” for the agreed period of the campaign, or for as long as the website/platform is being “supported”, whichever timeframe is shorter.
    3. where any of the elements or confirmed outputs (whether paid for or free of charge) are delivered as part of a yBC editorial channel, no ownership of the content or platform shall pass from yBC to the client at any stage, and yBC shall retain all intellectual property rights in the editorial channel and content on the channel.
    4. any elements which are offered in addition to paid elements, but are offered as “extras”, free of charge, shall remain the property of yBC unless yBC has specifically confirmed in writing that intellectual property rights to those elements will also pass to the Client.
16. Agreed timeline.  For all yBC projects, a timeline may be presented to the client towards the beginning of the project.  This will include key milestones, delivery dates and stages during the project requiring client review, feedback and sign-off.  The client acknowledges that where the client is unable to provide feedback and sign-off within the allotted timeframes, this may cause the project (including production process) to get out of sync, and yBC may need to reschedule the rest of the project around other yBC projects which have already been confirmed with other clients.  In other words, a delay of say one day in providing feedback may result in the client’s project having to be extended by multiple days (or even longer) because a production slot has been missed.
17. Shoot venue(s). Unless otherwise agreed in writing, the venue for the shoot will be on location and the client’s premises (potentially with multiple rooms available), and shall be assumed to be at the client’s key premises or head office within the agreed town or city.  Of course, with planning, the yBC team is able to shoot anywhere in the world. If alternative locations or multiple shoot locations are required, or if the yBC team is required to “scout” new locations on behalf of the client, yBC may provide additional cost estimates for client approval.
18. Shooting at your premises. Where yBC agrees to shoot additional “b-roll” footage (usually on the same day as interviews) in and around your premises, including but not limited to footage of some of your people, your working environment and your signage, it is the client’s responsibility to remove any items which you do not wish to have visible in shot (e.g. take-out coffee cups, umbrellas or stacks of files on desks).  We will follow usual protocols around confidentiality, being discrete and actively avoiding any areas of the premises you confirm we should not shoot. The client acknowledges that choice of b-roll shots will be limited to what can be captured on site in the available time.
19. Changes to shoot date(s). Once shoot dates have been confirmed by the client in writing (including email), any subsequent client-requested change to shoot dates may incur costs (in addition to the agreed budget or fees) including but not limited to non-refundable travel and accommodation costs, equipment hire or freighting costs, and deposits and payments to any contractors or third parties.  For the avoidance of doubt, this clause applies to all projects.
20. Filming permissions and releases.  Where yBC is conducting a shoot in or around the client’s premises, or involving any of the client’s employees, contractors, clients or strategic contacts, it is the client’s responsibility to obtain any filming permissions or releases.  Unless otherwise agreed in writing, yBC will assume that all and any necessary permissions have been obtained by the client.  The client indemnifies yBC against any future action or costs relating to permissions.
21. Client release in relation to editorial footage where footage intended for yBC use also: For the avoidance of doubt, where the parties agree in writing (including email) that video footage taken in the course of working together can be distributed on any of yBC’s platforms or partner’s platforms, including on yBC’s YouTube channels, Brilliant Minds, ReThink TV or other named channels, that agreement shall be deemed to confirm that yBC has full, ongoing and irrevocable permission from the client to use that footage, AND the client will be deemed to have sought all required permissions from any officers, employees, associates, clients and contractors (collectively “members”), and will indemnify yBC against any action by or on behalf of any members in relation to yBC’s use or distribution of that footage, AND ownership of the resultant yBC shows shall vest solely with yBC.
22. Licence to use yBC products and services: Where the client has purchased a product or service developed and owned by yBC for use by clients under licence, ownership of that product shall never pass absolutely to the client.  
    1. Instead, once payment for the product or service has been received in full, the client shall be granted a licence to use that product for its own use and benefit, but the client may not pass the product (including without limitation by way of copying, sharing, publishing or offering) in part or in full to any third party without the express consent of yBC, and without paying for that third party’s use of the product or service.  
    2. For the avoidance of doubt, if the licence is in respect of yBC content, the client is permitted to share that content to the extent and in the manner contemplated in the licence.  If the product or service is paid for by regular ongoing payments (for example monthly, or by regular subscription) rather than a one-off fee, the client’s licence to use the product or service shall remain in force while those regular payments are up to date.
    3. For the avoidance of doubt, nothing in this clause shall limit the client from using the product or service during the term of the licence and while payments continue to be made, nor from benefiting from any outputs of the product (including without limitation customised plans, completed designs and copy) even after the licence ceases to be in force and the product or service can no longer be used by the client to generate new outputs.
23. Disclaimer: yBC expressly disclaims all warranties and conditions of any kind, whether express, implied, statutory or otherwise, including but not limited to any implied warranty or condition of merchantability, fitness for a particular purpose, title or non-infringement with respect to any products, materials or content provided by yBC to the fullest extent permitted by applicable law.  Without limiting the foregoing and for greater certainty, yBC makes no warranty that any web sites, web services, products or services will be available or will function without interruption or error or that any results, including without limitation, any specific revenues, will be obtained or generated from this agreement.
24. Limitation of liability: In no event shall yBC be liable for any direct, indirect, special, consequential, incidental, exemplary or punitive damages (including without limitation any damages for loss of business, profits, goodwill, use, data or other intangible losses) whether foreseeable or not, arising out or relating to this agreement, or any services (including without limitation marketing services, hosting services, consultancy services and design services) provided by yBC under this agreement, whether based in contract (including without limitation fundamental breach), statute, tort (including without limitation negligence in any degree or misrepresentation) or other theory of liability, even if yBC has been advised of the possibility of such damages.  yBC’s entire liability arising out of this agreement under any circumstances shall be limited to the sum available to yBC under its applicable insurance policies or the total value of fees payable under the specific project in question, whichever is lower.
25. Termination: Either party may unilaterally terminate at any stage by providing the other party with written notice of their intention to terminate within the notice period agreed in writing by the parties at the time of entering into the working relationship.  If no notice period has been agreed in writing, then neither party may terminate before the end of the contract, unless both parties agree to terminate on terms acceptable to both parties. Where a termination notice period does exist, but the client wants work to cease immediately for any reason, yBC will invoice for any disbursements incurred to the date of termination and may, at its discretion, invoice for the budgeted consultancy fees which would have reasonably otherwise been incurred during the agreed notice period, plus any disbursements to which yBC has contractually committed on the client’s behalf. For the avoidance of doubt, an X month “rolling contract” or “rolling termination period” means that at any time, the client may give X month’s notice in writing to terminate the contract between the parties.
26. Disputes: In the event that a dispute arises between the parties, the parties shall take reasonable steps to resolve the dispute amicably between themselves.  However, if the dispute cannot be resolved to both parties’ satisfaction within two working weeks of one party giving notice of the dispute in writing, then the matter should be passed to an independent mediator chosen by agreement between the parties.  If the parties cannot agree on a mediator, they shall accept the appointment of a mediator by the Law Society of New Zealand. If the mediator is unable to facilitate resolution of the issue, he or she may appoint an arbitrator. In all cases, the arbitrator’s decision is final and binding on the parties and there will be no right of appeal.
27. Applicable law and interpretation: these terms of business, and any agreement between the parties to which they apply, shall be governed by and interpreted in accordance with the laws of New Zealand.
28. Definition of employee: for the purposes of these terms of business, any reference to a yBC “employee” can also include a yBC “contractor”.  Please note that contractors are carefully selected and are on stringent agreements which bind them to yBC’s policies and procedures.  They are also usually working on yBC’s stipulated platforms and systems.
29. Severability: If any provision of these terms of business becomes or is declared by an arbitrator or court of competent jurisdiction to be illegal, unenforceable or void, portions of such provision, or such provision in its entirety, to the extent necessary, shall be severed from this contract, and such court will replace the original provision with a valid and enforceable provision that will achieve, to the extent possible, the same purposes of the original provision.  The balance of this contract shall be enforceable in accordance with its terms.
30. Specific Additional Terms: The parties may agree specific additional terms in relation to any given project to either clarify a key contractual point, or to modify specific clauses of our standard terms of business in relation to that project. 
    1. For the avoidance of doubt, these terms:
       1. Will only apply in relation to the one project being confirmed or otherwise agreed to at the time, and will not automatically apply to any future projects between the parties.
       2. Must be agreed in writing (which can include email, where agreement from both parties is clear, or a signed project confirmation).
       3. Must be bulleted under a heading labelled “Specific Additional Terms”.
       4. Should, wherever possible, make it clear if they modify or replace specific clause(s) of yBC’s standard terms of business. Note that this is preferable, but is not a binding requirement.
       5. Will only apply to the specific project or campaign agreed to at that time, and shall be deemed to lapse once that project is completed or otherwise terminated.
    2. If there is clear conflict between a Specific Additional Term agreed between the party in relation to a specific project and a clause of yBC’s standard terms of business, the Specific Additional Term shall be deemed to prevail for that specific project only.
31. Contracting party. These are the terms of yourBusinessChannel Limited, a company registered at Companies House in New Zealand: company number 1843836, GST reg. number 94-414-377 and registered office: C/- Deloitte, Chartered Accountants, Level 13, Otago House, 481 Moray Place, Dunedin 9016, New Zealand.
32. Updates.  Recognising that the digital world evolves swiftly, these terms of business will be updated from time to time, and are effective from the date the revised terms first appear on yBC’s website, where previous versions of these terms will be recorded as well.  Our latest terms of business are here: https://ybc.tv/terms-of-business/.
33. Company details: yourBusinessChannel Limited – www.ybc.tv – Company No. 1843836 – GST Reg No.: 94-414-377.  Registered office: C/- Deloitte, Chartered Accountants, Level 13, Otago House, 481 Moray Place, Dunedin 9016, NZ.

Version: These are yourBusinessChannel’s terms of business, last updated 15th June 2022.

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Previous versions published on this site:

• Terms of business dated 15th October 2019.
• Terms of business dated 10th November 2019.
• Terms of business dated 1st March 2020.
• Terms of business dated 10th September 2020.
• Terms of business dated 23rd December 2021.