Term & Conditions

1. DEFINITIONS

1.1. Services means all work, deliverables, or items (including Incidental Items) provided by us under this Agreement.
1.2. Incidental Items means any tangible or digital products supplied by us in connection with the Services.
1.3. SMP means Social Media Platform, including Facebook, Instagram, LinkedIn, TikTok, and any similar platform.
1.4. Amount(s) Owing means all fees, charges, costs, or expenses due from you to us under this Agreement.
1.5. Event of Default includes failure to pay Amounts Owing, insolvency, bankruptcy, appointment of receivers/liquidators, or other material breaches.
1.6. Confidential Information means all information, data, and material disclosed by either party that is designated confidential or would reasonably be regarded as confidential.

2. ERRORS AND OMISSIONS

2.1. You acknowledge that we are not liable for errors or omissions:
(a) resulting from inadvertent mistakes in the formation or administration of this Agreement; or
(b) contained in documentation or reports provided regarding the Services.

2.2. Where an error or omission occurs and is not caused by our negligence or willful misconduct, all obligations and rights under this Agreement remain in full force.

3. DEFECTIVE SERVICES

3.1. You must notify us promptly of any alleged fault, defect, shortage, or failure to comply with Service descriptions. You must allow us reasonable time to inspect any Services deemed defective. Failure to notify shall result in the Services being presumed free of defect.

3.2. For Services agreed in writing as defective and entitled to rejection, our sole liability is, at our discretion, either:
(a) to rectify the Services; or
(b) re-provide the Services, provided you have met your obligations under clause 6.

4. FIXED TERM

4.1. Service fees stated in the SLA remain fixed for 12 months from acceptance, subject to revision thereafter.

4.2. Fixed Terms revert automatically to monthly rollover unless otherwise agreed and may be terminated by either party with 30 days written notice.

4.3. Non-payment or failure to maintain SLA fees may result in suspension of Services.

5. WARRANTY AND RETURNS

5.1. To the extent permitted by law, no warranty is given regarding suitability, quality, or fitness for purpose. All implied warranties are excluded.

5.2. For Incidental Items not manufactured by us, any warranty is limited to that of the manufacturer.

5.3. Returns of Incidental Items are not accepted unless agreed in writing.

5.4. Custom website builds include a 30-day post-launch warranty covering bugs reported within the period, voided in cases of major changes or work by other parties.

6. PRIVACY AND DATA

6.1. We may collect, use, retain, and disclose personal information under the Privacy Act 2020 for:
(a) performing our obligations;
(b) debt collection and credit reporting;
(c) registering Security Interests;
(d) direct marketing, unless you opt-out;
(e) transfer to Related Companies for performance of obligations.

6.2. You consent to this collection and use under the Privacy Act 2020, including Parts 1–4.

6.3. If you provide third-party personal information, you confirm authorisation for its use and notification rights.

6.4. If Services involve data sharing, a separate Data Protection Agreement will apply.

6.5. Failure to provide personal information may prevent us from performing our obligations.

7. CONFIDENTIALITY

7.1. Both parties shall keep Confidential Information confidential, except where disclosure is:
(a) expressly allowed by this Agreement;
(b) required by law or regulators;
(c) reasonably necessary to enforce rights or perform obligations.

7.2. Confidential Information may be disclosed to Related Companies on a need-to-know basis.

8. INTELLECTUAL PROPERTY

8.1. All IP in Incidental Items or Services remains with us, including IP created as part of providing Services.

8.2. If any IP vests in you, you assign it to us immediately and agree to assist in effecting such assignment.

8.3. You warrant that information provided does not infringe third-party rights and indemnify us against related claims and expenses.

9. CONSUMER GUARANTEES AND FAIR TRADING

9.1. Nothing affects your statutory consumer rights under the CGA.

9.2. If acquiring Services in trade, you contract out of the CGA to the maximum extent permitted.

9.3. Resupply obligations require you to contract out CGA rights in downstream agreements.

9.4. FTA sections 9, 12A, and 13 are contracted out where Services are acquired in trade.

9.5. You indemnify us for losses arising from breaches of clause 9.

10. CANCELLATION AND DEFAULT

10.1. Cancellation by you incurs liability for all Amounts Owing, including incurred costs.

10.2. We may cancel unperformed orders if Amounts Owing are overdue or an Event of Default occurs.

10.3. Non-stock items cannot be cancelled once production commences.

10.4. Event of Default: you reimburse our recovery costs, including full legal fees. Interest at 2.5% per month applies to overdue amounts.

11. RETENTION OF TITLE

11.1. Ownership of Incidental Items remains with us until all Amounts Owing are paid and obligations performed.

11.2. You act as bailee, hold insurance on our behalf, and must return items upon request.

11.3. On overdue amounts or insolvency, we may repossess items using reasonable force; you indemnify us from third-party claims.

11.4. Resold or used Incidental Items are held in trust for us to the extent of Amounts Owing.

11.5. Insurance proceeds for items not fully paid belong to us; this Agreement authorises us to claim directly.

11.6. We may pursue payment even if ownership has not passed.

12. SECURITY AND PPSA

12.1. You grant us a security interest over all present and future assets to secure obligations under this Agreement.

12.2. You appoint our directors as attorneys to enforce these rights.

12.3. You indemnify us for costs in exercising these rights.

12.4. We may exercise a lien and sell property to recover Amounts Owing.

12.5. PPSA compliance: You acknowledge this Agreement as a Security Agreement and waive certain statutory rights (sections 114(1)(a), 133–134, 107(2), 148, etc.).

12.6. We may require additional security if your financial status is unsatisfactory and may suspend Services until provided.

13. INSURANCE AND RISK

13.1. We maintain insurance on Services until completion, after which risk passes to you.

13.2. You are responsible for final proofreading and revisions. Errors not corrected by you are not our liability.

13.3. Advice is given in good faith; human error may occur.

13.4. You are responsible for providing accurate fonts, logos, artwork, and content. Additional costs will apply for mistakes.

13.5. We are not liable for third-party service failures (hosting, domains, APIs, SMPs).

13.6. Any requested changes, edits, or revisions after project acceptance may incur additional charges.

13.7. Campaigns on social media or Google Ads are subject to platform rules and risks; we disclaim liability for platform decisions.

13.8. You indemnify us against claims arising from content, links, or advertising that violates laws or third-party rights.

13.9. We do not guarantee results for marketing campaigns, SEO, or content reach.

13.10. You are responsible for reviewing all materials before publication.

13.11. Errors discovered after publication do not create liability for us, unless caused by our gross negligence.

13.12. We may suspend work if we reasonably believe there is a risk of legal or regulatory breach.

13.13. Any estimated costs provided are indicative; actual costs may vary due to unforeseen factors.

14. HEALTH AND SAFETY

14.1. Both parties comply with the Health and Safety at Work Act 2015 and all relevant standards.

14.2. You notify us of any hazards, incidents, or notifiable events.

14.3. Both parties consult and coordinate to ensure safe work practices.

15. WEBSITE DEVELOPMENT

15.1. We will design and develop your website as per specifications agreed in writing.

15.2. You must provide timely content, images, and materials necessary for development.

15.3. Hosting, domain registration, and SSL certificates are your responsibility unless otherwise agreed.

15.4. Maintenance, updates, or additional features after launch are additional services.

15.5. We may use third-party tools or templates; IP of third-party tools remains with original owners.

15.6. You acknowledge that website uptime may be affected by hosting, third-party services, or internet issues.

16. SOCIAL MEDIA PLATFORM COMMUNICATION

16.1. We may post on your SMPs only with prior approval of content.

16.2. We are not responsible for SMP outages, bans, or policy changes.

16.3. We act as your agent only within the scope of approved content and campaigns.

16.4. We may schedule posts in advance but are not liable for timing or SMP changes.

16.5. Any SMP advertising spend is billed separately; you are responsible for platform payments.

16.6. We may provide analytics reports, but results are indicative.

16.7. You indemnify us for claims arising from SMP content, comments, or interactions.

17. CONTENT AND GOOGLE ADS

17.1. You must ensure content does not infringe copyrights or third-party rights.

17.2. We may correct minor errors in content; substantive corrections may incur charges.

17.3. Google Ads campaigns require upfront budget allocation; we are not liable for CPC, CPM, or conversion results.

17.4. All campaign costs are payable by you directly or reimbursed to us.

17.5. Campaigns may be paused or terminated due to policy violations or non-payment.

18. SEARCH ENGINE OPTIMISATION

18.1. SEO work is best-effort; no rank guarantees are given.

18.2. Search engine algorithm changes may impact results; we are not liable for fluctuations.

18.3. Reporting is provided as indicative performance only.

19. CLIENT RESPONSIBILITIES

19.1. You provide accurate content, information, and approvals as required.

19.2. You are responsible for advertising costs, third-party licenses, and compliance with laws.

20. NON-SOLICITATION

20.1. You must not solicit or hire our staff for 12 months after project completion.

20.2. Breach incurs a placement fee equal to 6 months of the staff member’s salary.

21. NOMINATED CONSULTANTS

21.1. If you engage consultants or contractors, they are your responsibility.

21.2. We disclaim liability for their work or advice.

22. LIABILITY

22.1. Our liability is limited to the value of services provided.

22.2. We are not liable for indirect, special, or consequential losses.

22.3. We disclaim liability for loss of profits, data, or business opportunities.

22.4. Liability is excluded for platform outages, third-party services, or content errors.

22.5. Indemnities extend to our employees, directors, and subcontractors.

22.6. Nothing limits liability for death or personal injury caused by negligence.

22.7. We may suspend Services if you breach obligations.

22.8. Liability caps apply unless prohibited by law.

23. GENERAL

23.1. Governing law: New Zealand.

23.2. Entire agreement; supersedes all prior discussions.

23.3. Subcontracting allowed; we remain liable.

23.4. Amendments must be in writing and signed.

23.5. Notices via email or post; deemed received within 2 business days.

23.6. Force majeure excuses delays; notice required.

23.7. Invalid clauses are severable.

23.8. Waiver in writing only.

23.9. Termination does not affect accrued rights.

23.10. Survival of confidentiality, IP, liability, and PPSA clauses.

23.11. Third-party rights excluded.

23.12. Relationship: independent contractors, not partners or employees.

23.13. Non-exclusivity; you may engage others.

23.14. Counterparts allowed; originals may be electronic.

23.15. Disputes resolved by negotiation, then mediation.

23.16. If any provision is unenforceable, the rest remain valid.