Payper
Payper
Welcome to Payper. By working with us, you're agreeing to the formal terms set out in the long version below. This short version covers the same ground in plain English.
1. Accuracy and Approval: On You
We don't publish anything without your written approval first. An email, Slack message, or text message works fine. But once you've signed off, you're standing behind the accuracy of that content.
We take our relationships with journalists seriously. We will never lie to the media or the public on your behalf. If we find out you've given us information that's false or misleading, we'll end the engagement. No second chances on that one.
2. No Guaranteed Coverage
PR isn't advertising. We pitch stories to journalists — good ones — but we can't make anyone publish anything. What we can promise is smart strategy, well-crafted pitches, and honest feedback on what's likely to land. Editorial decisions are made by newsrooms, not us.
3. Legal Liabilities: Yours
You're responsible for making sure everything you give us is true, accurate, and not going to get anyone in trouble — including under the Fair Trading Act and the Privacy Act. We'll shape your story and get it in front of the right people, but the facts need to come from you. If those facts turn out to be wrong and it creates legal problems, that's your responsibility to sort out.
4. Who We Work With
We choose our clients carefully. If a potential partnership doesn't align with our values, we'll say no. That's not personal — it's how we stay honest about what we do.
5. Intellectual Property
Everything we create for you belongs to us until you've paid for it. Once the invoice is settled, it's yours.
6. Payment
Our terms are 10 working days from the date of invoice. We do good work and we price it fairly. Prompt payment keeps things running smoothly for everyone.
7. Meetings
We'd rather do the work than talk about it. We're always available for a quick call, a Slack message, or a video chat — but we won't fill your calendar with meetings that don't need to happen.
8. Indemnification
You agree to have our back if something goes wrong because of content you approved or information you provided. That includes covering legal costs. This specifically covers claims of defamation, breaches of the Fair Trading Act or Privacy Act, and intellectual property disputes. We're a team, but legally, your brand's actions are your responsibility.
9. Commitment and Termination
We put real time into setting up new clients properly — learning your business, building your media strategy, developing journalist relationships on your behalf, shotting photos and videos for you. Our retainer agreements reflect that: a minimum 12-month commitment, renewing automatically unless you give us three months' notice before the renewal date. If the agreement ends mid-term, the remaining months are still payable. Either side can walk immediately if there's a serious breach. Any outstanding invoices are due on termination.
10. Sorting Things Out
If we disagree on something, we'll talk it through first. If we can't resolve it within 20 working days, we'll go to mediation before anyone goes near a courtroom.
11. Open Client Policy
We work with clients across a range of industries, and sometimes that means overlapping sectors. New Zealand's a small market. We'll always be upfront about potential conflicts and we'll never share your confidential information with anyone. If you want exclusivity in your category, we can talk about that — it starts at $25,000 per year.
1. Introduction
These Terms and Conditions (the "Terms") govern the provision of public relations services provided by Payper ("Provider") to you, the client ("Client"). By engaging with the Provider for public relations services, the Client agrees to abide by these Terms.
2. Client Responsibilities
a. Content Accuracy and Warranties:
The Client warrants that all information, materials, and statements provided to the Provider are true, accurate, complete, and not misleading, defamatory, or in breach of any law (including the Fair Trading Act 1986 and the Privacy Act 2020). The Client agrees to review and provide written approval (which may be by email) of all materials prior to publication or dissemination. No content will be distributed without the Client's written approval.
b. Legal Liabilities:
The Client assumes full responsibility for any legal implications of the public relations content and activities conducted by the Provider on the Client's behalf. Where the Client requests urgent distribution of content without the standard approval process, the Client accepts full responsibility for that content.
c. Payment Obligations:
The Client agrees to pay all fees and charges as agreed upon for the Provider's services within 10 working days of the invoice date, according to the payment terms specified by the Provider. All fees are exclusive of GST unless stated otherwise.
d. Cancellation and No Pitch Fee:
Where the Client cancels or pauses a campaign or pitch after the Provider has commenced work, the Provider may charge a No Pitch Fee to reflect the work already undertaken. Any No Pitch Fee charged will be deducted from success fees if the campaign proceeds at a later date.
3. Provider's Role and Services
a. Service Provision:
The Provider will perform public relations services as mutually agreed upon with the Client. This may include, but is not limited to, media outreach, content creation, and crisis management.
b. No Guarantee of Coverage:
The Provider does not guarantee media coverage, publication, or any specific outcome. The Provider will use reasonable endeavours to secure media coverage on behalf of the Client.
c. Intellectual Property:
Until full payment is received, all outputs of the services provided remain the property of the Provider. Upon full payment, the Client will obtain ownership of the final deliverables.
d. Right to Refuse Service:
The Provider reserves the right to refuse service to any client, particularly if the engagement poses an ethical conflict or misaligns with the Provider's values.
e. Media Integrity:
The Provider will not lie to, mislead, or deceive journalists, media outlets, or the public on behalf of the Client. If the Provider discovers that the Client has provided false or misleading information, the Provider may terminate this agreement immediately by written notice.
4. Indemnity
The Client indemnifies and will keep indemnified the Provider, its directors, employees, and contractors against all claims, liabilities, losses, damages, costs, and expenses (including legal costs on a solicitor-and-own-client basis) arising from or in connection with: (a) any breach of the warranties in clause 2a; (b) any claim of defamation, breach of the Fair Trading Act 1986, breach of the Privacy Act 2020, or any other legal claim relating to content approved by the Client; (c) any content distributed at the Client's request without the standard approval process; (d) any third-party intellectual property infringement arising from materials provided by the Client. This indemnity survives termination of this agreement.
5. Confidentiality
Both parties agree to maintain the confidentiality of any proprietary or confidential information shared during the course of the engagement. This obligation of confidentiality will survive the termination of the agreement.
6. Limitation of Liability
The Provider is not liable for any indirect, incidental, special, consequential, or punitive damages, including loss of profits, data, or use, incurred by the Client or any third party, whether in an action in contract or tort, even if the Client has been advised of the possibility of such damages. The Provider's total liability under or in connection with this agreement will not exceed the total fees paid by the Client to the Provider in the 12 months preceding the claim.
7. Term and Termination
a. The initial term of the engagement is 12 months from the commencement date, unless a different initial term is specified in the parties' service agreement.
b. Upon expiry of the initial term, this agreement will automatically renew for successive 12-month periods unless the Client provides at least three months' written notice prior to the renewal date.
c. If the Client terminates the agreement during any commitment period (initial or renewal), the Client is liable for all fees for the remainder of that commitment period.
d. Either party may terminate immediately by written notice if the other party commits a material breach of this agreement and fails to remedy the breach within 14 days of receiving written notice of the breach.
e. Upon termination, all outstanding invoices become immediately due and payable.
f. Clauses 4, 5, 6, and any other clauses that by their nature should survive termination, will survive termination of this agreement.
8. Privacy
Each party will comply with its obligations under the Privacy Act 2020 in relation to any personal information shared under this agreement.
9. Dispute Resolution
a. If a dispute arises, the parties will first attempt to resolve it through good-faith negotiation.
b. If the dispute is not resolved within 20 working days, the parties will submit the dispute to mediation before commencing any legal proceedings.
c. The costs of mediation will be shared equally.
10. Governing Law
These Terms shall be governed by and construed in accordance with the laws of New Zealand, and the parties submit to the exclusive jurisdiction of the New Zealand courts.
11. General Provisions
a. Amendments:
No amendment or variation of these Terms shall be effective unless it is in writing and signed by both parties.
b. Severability:
If any part of these Terms is found to be void or unenforceable, it will be severed, and the remainder of the Terms will remain in effect.
c. Waiver:
The failure of either party to enforce any provision of these Terms shall not be deemed a waiver of future enforcement of that or any other provision.
d. Entire Agreement:
This agreement constitutes the entire agreement between the Provider and the Client and supersedes all prior negotiations, agreements, and understandings between them.
