TERMS OF BUSINESS

1. About

These Terms of Business govern the supply of services and deliverables by Dark Matter Limited (“Dark Matter”, “we”, “us”, “our”). By engaging our services, the client (“you”) agrees to these Terms.

These Terms apply to all services provided by Dark Matter including retainer services, subscription packages, bespoke production services, GamePlan sessions, consulting, and related deliverables.

These Terms supersede any prior agreements, understandings, or arrangements unless expressly agreed in writing.

All prices are exclusive of GST unless stated otherwise.

These Terms apply to business to business services. The Consumer Guarantees Act 1993 is excluded to the extent permitted by New Zealand law. The parties acknowledge services are provided on a commercial business to business basis.

2. Definitions

Annual close down: The period when Dark Matter is closed for annual holidays, generally between 20 December and 10 January.

Business hours: Monday to Friday, 8:00am to 5:00pm NZST.

After hours: Weekdays after 5:30pm NZST, weekends, public holidays, and during annual close down.

3. Confidentiality

Both parties agree not to disclose confidential information unless required by law or agreed in writing.

All pricing, costings, and contractual arrangements with Dark Matter are confidential and must not be shared with third parties without written consent.

4. Individual Service Terms

The following terms apply to specific Dark Matter services. These service specific terms apply in addition to the general Terms of Business.

Where a client engages multiple services, each applicable section applies to that service.

Services are provided under the following categories:

• Retainer Services and Subscription Packages
• Bespoke Production Services
• GamePlan Sessions and Consulting

4.1 Retainer Services and Subscription Packages

Dark Matter subscription services operate on a monthly retainer basis. Retainers secure production capacity, planning, scripting, filming, editing, and delivery availability during each billing period.

Retainers are not pay per deliverable arrangements.

Where a retainer includes an allocation of videos per month, this represents included production capacity only and does not create an accrued entitlement.

The following conditions apply:

• Allocation applies to each billing period only
• Unused allocation does not roll over
• Unused allocation expires each billing period
• No credits apply for unused allocation
• No refunds apply for unused allocation
• Allocation cannot be accumulated
• Retainers are not calculated on a per deliverable basis
• Retainers cannot be retrospectively adjusted

Failure by the client to utilise allocation does not reduce fees payable. The retainer fee is payable regardless of whether any deliverables are produced within a billing period.

Retainer fees are charged for reserved production capacity and ongoing services regardless of usage. Dark Matter reserves the right to allocate production resources across clients and billing periods provided the agreed monthly capacity is made available.

No variation to retainer packages applies unless expressly agreed in writing. Retainers cannot be converted to pay per deliverable arrangements and cannot be retrospectively recalculated based on usage.

If the client delays production, fails to provide materials, or postpones scheduled work, allocation for that billing period is forfeited.

4.2 Bespoke Production Services

Bespoke Production services, also referred to as Brand and Campaign Videos as well as Visual Effects and Motion Graphics, are project based and scoped based on agreed deliverables.

Changes to scope, deliverables, timelines, or production requirements may result in revised pricing.

Unless agreed otherwise:

• Quotes valid for 14 days
• Scope limited to agreed deliverables
• Additional edits charged separately
• Additional filming charged separately
• Additional deliverables charged separately
• Client delays may incur additional charges

Production time is reserved exclusively for the client.

Cancellations within 48 hours may incur charges.

Two rounds of revisions are included unless otherwise agreed.

Additional revisions charged at $170 + GST per hour.

Raw footage and project files remain property of Dark Matter unless agreed in writing.

5. Invoicing, Late Payment and Dispute Resolution

The following terms apply to invoicing and payment obligations.

Payment obligations apply regardless of service usage or deliverables produced.

For avoidance of doubt, invoicing under retainer services relates to reserved capacity and ongoing services, not number of deliverables produced.

5.1 Invoicing

Invoices are payable by the 20th of the month unless otherwise agreed in writing.

Failure to pay by the due date constitutes default and Dark Matter may immediately suspend services, withhold deliverables, and commence recovery action.

Payment obligations apply regardless of disputes relating to deliverables.

5.2 Late Payment

All invoices are payable by the due date stated on the invoice unless otherwise agreed in writing.

If any amount remains unpaid after the due date, Dark Matter may:

• Charge a late payment fee equal to 5% of the overdue amount;
• Charge interest on the overdue amount at the rate of 2% per month, calculated daily from the due date until payment is received in full;
• Recover from the Client all reasonable costs incurred in recovering the overdue amount, including legal costs, debt collection fees, court costs, agency fees, and administrative expenses;
• Suspend services, withhold deliverables, revoke access to files, content, intellectual property, portals, or project materials until all outstanding amounts are paid in full;
• Cancel bookings; and
• Terminate the agreement and declare all outstanding invoices immediately due and payable.

Any payments received may be applied first to recovery costs, then interest and late payment fees, and finally to the principal amount outstanding.

5.3 Debt Recovery

Client agrees to indemnify Dark Matter for:

• Legal costs
• Debt collection fees
• Court fees
• Administrative costs

5.4 Suspension of Services

Dark Matter may suspend services for unpaid invoices.

During suspension:

• Retainer fees continue
• Allocation for the affected billing period will be forfeited
• Timelines may change

5.5 Disputed Invoices

• Disputes must be raised within 5 working days.
• Undisputed amounts must still be paid.
• Failure to dispute constitutes acceptance.

5.6 Dispute Resolution

• Parties agree to resolve disputes in good faith.
• If unresolved within 10 working days, mediation may be requested.
• Nothing prevents Dark Matter pursuing debt recovery.

5.7 Ownership and Delivery

Deliverables remain property of Dark Matter until full payment.

Dark Matter may:

• Withhold files
• Remove access
• Pause delivery

License to use deliverables granted only after payment.

5.8 No Withholding

The client may not withhold payment due to:

• Reduced usage of retainer allocation
• Dissatisfaction with outcomes
• Internal approval delays
• Changes in priorities
• Delayed delivery caused by client

Payment obligations remain in accordance with the agreed service structure.

6. Estimates, Quotes and Proposals

• All quotes remain property of Dark Matter.
• Quotes confidential and not to be shared.

7. Acceptable Communication

• Email and written instructions are binding.

8. Pricing, Payment and Cancellation

• Prices fixed unless varied in writing.
• Additional work charged separately.
• Subscription services require one month notice.
• Paused projects may be invoiced.

9. Intellectual Property

• Client materials remain client property.
• Deliverables become client property after full payment.
• Dark Matter retains rights to portfolio use.

10. Promotion

• Dark Matter may use work for promotion.

11. Liability

To the maximum extent permitted by New Zealand law, Dark Matter liability is limited to fees paid for the relevant services.

Dark Matter not liable for:

• Indirect loss
• Consequential loss
• Loss of profits
• Third party failures
• Client delays

12. Termination

Dark Matter may terminate services immediately where:

• Invoices remain unpaid
• Breach of Terms
• Unreasonable or abusive conduct
• Scope materially changes

Upon termination:

• All outstanding invoices become immediately due
• Work completed to date will be invoiced
• Retainers are not refunded
• Unused allocation is forfeited
• Access to deliverables may be suspended

13. Changes to Terms

• Dark Matter may update these Terms.
• Continued engagement constitutes acceptance.

14. Updated Terms Effective 1 May 2025

• These Terms supersede all previous arrangements.
• They apply to all existing clients.
• Continued engagement constitutes acceptance.

15. Governing Law

• These Terms governed by New Zealand law.
• Disputes subject to New Zealand jurisdiction.

16. Contact

Dark Matter Limited
Level 2, 47 Salisbury Street
Christchurch
hello@darkmatter.nz
+64 21 292 5678