1. Agreement Overview These Master Services Terms & Conditions ("Agreement") govern the provision of services offered by 360EDM ("Agency") to you, the client ("Client"). By engaging with 360EDM, you agree to the terms outlined in this Agreement, which comprises:
(a) These Master Services Terms & Conditions;

(b) The Service Proposal provided to you; and

(c) Specific Terms & Conditions related to individual services.Your continued use of 360EDM’s services constitutes your acceptance of these terms.

2. Precedence of Terms

2.1 This Agreement governs all specific Terms & Conditions related to individual services.

2.2 In case of any conflict, these Master Services Terms & Conditions take precedence over other specific

Terms & Conditions.

3. Scope of Services

3.1 Services offered by 360EDM are outlined in the Service Proposal and are subject to this Agreement.

3.2 By agreeing to the Service Proposal, you accept the Terms & Conditions of the associated services.

3.3 360EDM reserves the right to include the statement “Powered by 360EDM” on applicable deliverables unless otherwise agreed upon in writing.

4. Modifications and Cancellations

4.1 Clients may request service modifications by providing written notice. Adjustments will take effect upon confirmation and may incur additional charges.

4.2 360EDM reserves the right to modify this Agreement or service terms by providing 30 days’ written notice for significant changes, such as pricing adjustments.4.3 Deposits and advance payments are non-refundable under all circumstances.

5. Term and Termination

5.1 This Agreement begins on the date services are activated and continues until terminated by either party.

5.2 Termination requires 30 days’ written notice. Breach of terms or non-payment may result in immediate suspension or termination.5.3 Upon termination:

(a) All outstanding charges must be paid. (

b) Access to services and related data may be revoked. (c) 360EDM is not obligated to retain or transfer your data.

6. Payment Terms

6.1 Payment terms are specified in your Service Proposal. Payments must be made within 7 days of invoice issuance unless stated otherwise.

6.2 Late payments may incur interest charges at an annual rate of 2% above the prevailing bank rate.

6.3 Services may be suspended for overdue payments. Charges will continue to accrue during suspension.

6.4 Disputes regarding invoices must be submitted in writing within 14 days of issuance.

7. Liability and Indemnity

7.1 360EDM provides services on an “As Is” basis without guarantees of uninterrupted or error-free performance.

7.2 To the fullest extent permitted by law, 360EDM excludes liability for indirect or consequential losses, including loss of revenue, data, or goodwill.

7.3 In no case shall 360EDM’s total liability exceed the amount paid by the Client for services in the preceding 12 months.

7.4 The Client agrees to indemnify 360EDM against claims, damages, or costs arising from the Client’s use of services.

8. Confidentiality and Intellectual Property

8.1 360EDM retains ownership of all intellectual property developed in connection with the services unless otherwise agreed in writing.

8.2 Clients are granted a non-exclusive license to use deliverables solely for their intended purposes during the term of this Agreement.

8.3 Both parties agree to maintain the confidentiality of proprietary information disclosed during the engagement.

9. Privacy and Data Protection

9.1 Both parties shall comply with applicable data protection laws.

9.2 In the event of a data breach, 360EDM will notify the Client within 24 hours, take remedial actions, and provide a report within 5 business days.

10. Force Majeure 360EDM shall not be liable for delays or failures caused by circumstances beyond its control, including natural disasters, governmental actions, internet outages, or other unforeseen events.

11. Non-Solicitation The Client agrees not to hire or solicit 360EDM employees or contractors during the term of this Agreement and for one year thereafter.

12. Entire Agreement This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements. Amendments must be made in writing.

13. Governing law: This Agreement is governed by and to be construed in accordance with the laws of New Zealand, and each party submits to the exclusive jurisdiction of the courts of New Zealand.

14. Dispute Resolution

14.1 Any disputes arising from this Agreement shall first be addressed through good-faith negotiations between the parties.

14.2 If unresolved, disputes may be referred to mediation or arbitration as agreed by both parties before pursuing legal remedies.

15. Severability

15.1 If any provision of this Agreement is deemed unenforceable or invalid, the remaining provisions shall remain in full effect.

15.2 The parties agree to replace any unenforceable term with a valid provision that closely reflects the original intent.

16. Notices

16.1 All notices under this Agreement must be in writing and delivered via email or registered mail to the addresses specified in the Service Proposal.

16.2 Notices shall be considered received:

(a) On the same day, if sent via email before 5:00 PM (recipient’s local time).

(b) On the next business day, if sent via email after 5:00 PM.

(c) Three business days after dispatch, if sent via registered mail.