Terms & conditions of trade

Last Updated: 8th December 2025

These Terms and Conditions of Trade (“Terms”) govern the business relationship between Digital Influence Limited (NZBN:9429042248576) (“Digital Influence”, “the Agency”, “we”, “us”, “our”) and any party who engages our Services (“the Client”, “you”, “your”).

By engaging us to provide Services, visiting our website (www.getdigitalinfluence.com), or accepting a Proposal/Quote from us, you agree to be bound by these Terms.

You acknowledge that:

- You are acquiring the Services in trade,

- You are doing so for business purposes only, and

- Both parties are “in trade” for the purposes of the Fair Trading Act 1986.

1. INTERPRETATION & DEFINITIONS

1.1 Definitions

In these Terms:

“Agreement” means these Terms together with the accepted Proposal, Quote, Statement of Work, or other written agreement between us.

“Background IP” means all Intellectual Property owned by the Agency prior to the commencement of the Services, or developed independently of the Services, including our proprietary software, code libraries, methodologies, know-how, and templates.

“Client Content” means all text, images, logos, videos, and other materials provided by the Client to the Agency for use in the Services.

“Confidential Information” means any information which is not public knowledge and which is obtained from the other party in the course of, or in connection with, this Agreement.

“Deliverables” means the final creative work (for example, website code, ad graphics, campaigns, copy, strategy documents) specifically created for the Client as part of the Services.

“Fees” means the amounts payable by the Client for the Services as set out in the Proposal or otherwise agreed in writing.

“Intellectual Property” includes copyright, trade marks, designs, patents, trade secrets, know-how, and all other similar rights (registered or unregistered).

“Minimum Term” means any minimum term specified in the Proposal (for example, 6 or 12 months for SEO/retainers).

“Proposal” means the document, email, or online quote describing the Services, Fees, and any Minimum Term.

“Services” means the digital marketing services to be provided by the Agency, which may include search engine optimisation (SEO), Google Ads, social media marketing, web development, content creation, consulting, and related services.

“Third-Party Platforms” means platforms and services operated by third parties including (without limitation) Google, Meta/Facebook, LinkedIn, TikTok and any advertising or analytics tools.

“Working Hours” means 9:00 am to 5:00 pm, Monday to Friday, excluding New Zealand public holidays and Canterbury Anniversary Day.

1.2 Inconsistencies

If there is any inconsistency between these Terms and a Proposal, the Proposal will prevail to the extent of the inconsistency.

2. ACCEPTANCE & TERM

2.1 Formation of Agreement

An Agreement is formed when you accept our Proposal, which may occur by:

- Signing and returning the Proposal,

- Confirming acceptance by email or in writing, or

- Paying a deposit or first invoice for the Services.

2.2 Minimum Term & Renewal

Where a Proposal specifies a Minimum Term:

- You are committed to the Services for the full Minimum Term.

- After the Minimum Term expires, the Agreement will continue on a month-to-month basis unless terminated in accordance with clause 10.

2.3 Business-to-Business Only

You acknowledge that you are engaging us solely for business purposes. No “cooling-off” period applies.

3. PROVISION OF SERVICES

3.1 Standard of Care

We will provide the Services:

- With reasonable skill and care,

- In accordance with generally accepted industry practices, and

- Using suitably skilled personnel.

Unless expressly stated in a Proposal, any timeframes for the performance of the Services are estimates only.

3.2 Third-Party Platforms

You acknowledge that:

- Third-Party Platforms are not controlled by us and may change their policies, algorithms, terms, and pricing at any time.

- We are not liable for any account suspensions, ad disapprovals, algorithm changes, or other actions taken by Third-Party Platforms.

- Any media spend (ad budget) is paid directly to the platform by you, unless we agree otherwise in writing.

3.3 No Guarantees

Due to the dynamic nature of search engines, social platforms, and digital markets, we do not guarantee specific outcomes, including (without limitation):

- #1 rankings on Google or other search engines,

- Specific conversion rates or revenue levels, or

- A particular return on investment (ROI).

Any forecasts, projections, or estimates we provide are indicative only.

4. CLIENT OBLIGATIONS & WARRANTIES

4.1 Access & Cooperation

You agree to:

- Provide all necessary information, login details, access permissions, and approvals we reasonably require to perform the Services, within three (3) Working Days of our request.

- Review and approve content, creative, campaigns, or strategies within three (3) Working Days of receipt (or such other timeframe agreed in writing).

If you do not provide feedback within the required timeframe, we may treat this as deemed approval and proceed.

4.2 Client Content

You warrant that all Client Content you provide:

- Is accurate, complete, and not misleading,

- Does not infringe any third party’s Intellectual Property rights or other rights,

- Complies with all applicable New Zealand laws, including the Harmful Digital Communications Act 2015, Fair Trading Act 1986, and any industry codes relevant to your sector.

4.3 Delays Caused by Client

If performance of the Services is delayed or disrupted because you have not provided required information, access, or approvals:

- We are entitled to a reasonable extension of time to perform our obligations; and

- We may invoice for the scheduled work as if it had been completed for that billing period.

5. FEES, PAYMENT & RECOVERY

5.1 Payment Terms

Unless otherwise stated in the Proposal:

- Retainers / Ongoing Services:

  Invoiced monthly in advance. Payment is due on the 20th of the month following the invoice date.

- Projects / One-off Work:

  A 50% non-refundable deposit is required before work commences. The balance is payable on completion or at agreed milestones specified in the Proposal.

All Fees are exclusive of GST, which will be added at the prevailing rate.

5.2 Late Payment

If any amount is not paid in full by the due date, we may:

- Suspend or restrict all or part of the Services (including pausing ad campaigns and withholding access to Deliverables, websites or accounts) after giving reasonable notice; and

- Charge default interest on the overdue amount at a rate of up to 2.5% per month (calculated daily, not compounding), from the due date until the date of payment in full.

5.3 Collection Costs

If we need to take steps to recover any overdue amount, you agree to pay all reasonable costs incurred by us in doing so, including:

- Debt collection agency fees,

- Legal costs on a solicitor-client basis, and

- Court filing fees.

6. INTELLECTUAL PROPERTY

6.1 Background IP

We retain full ownership of our Background IP. To the extent any Background IP is incorporated into the Deliverables, we grant you a non-exclusive, non-transferable, royalty-free licence to use that Background IP solely as part of the Deliverables for your internal business purposes.

6.2 Deliverables

Subject to full payment of all Fees due under the Agreement:

- We assign to you the Intellectual Property rights in the final Deliverables created specifically for you (excluding any Background IP or third-party materials).

- You are responsible for obtaining any licences for third-party stock assets (for example, stock photos, fonts, or plugins) where these are not already covered under our licences.

6.3 Portfolio Rights

You grant us a perpetual, worldwide, royalty-free licence to:

- Use your business name and logo, and

- Display and describe the Deliverables (including screenshots),

in our portfolio, case studies, and marketing materials to showcase our work, unless you request in writing (acting reasonably) that certain information remain confidential.

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7. CONFIDENTIALITY & PRIVACY

7.1 Confidentiality

Each party must:

- Keep the other party’s Confidential Information confidential, and

- Not disclose it to any third party except:

  - to its professional advisers who are subject to confidentiality obligations, or

  - where required by law or regulatory authority.

This obligation continues after the Agreement ends.

7.2 Privacy & Personal Information

- Each party must comply with the Privacy Act 2020 when collecting, using, and storing personal information under this Agreement.

- When we process personal information on your behalf (for example, customer or lead data), we do so as your agent. You confirm that you have obtained all necessary consents and authorisations required for us to process that data.

- We will take reasonable steps to protect personal information we hold from unauthorised access, use, or disclosure and will act consistently with our Privacy Policy (as updated from time to time and available on our website).

- If we become aware of a notifiable privacy breach affecting personal information processed in connection with the Services, we will, as soon as reasonably practicable, notify you and cooperate with you in meeting any legal notification obligations.

8. LIABILITY, INDEMNITY & CONTRACTING OUT

8.1 Consumer Guarantees Act & Fair Trading Act

You acknowledge that:

- You are acquiring the Services for business purposes;

- Both parties are “in trade” for the purposes of the Fair Trading Act 1986; and

- It is fair and reasonable that:

  - The Consumer Guarantees Act 1993 does not apply; and

  - The parties contract out of sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986, to the maximum extent permitted by law.

8.2 Limitation of Liability

To the fullest extent permitted by law:

- Our total aggregate liability to you for all claims arising out of or in connection with the Agreement (whether in contract, tort, negligence, equity, statute or otherwise) is limited to the total Fees paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.

8.3 Exclusion of Certain Losses

To the fullest extent permitted by law, we are not liable (whether in contract, tort, negligence, equity, statute or otherwise) for:

- Loss of profit, revenue, data, opportunity, or goodwill; or

- Any indirect, consequential, or special loss or damage.

8.4 Indemnity by Client

You indemnify us from and against any claim, loss, damage, liability, and reasonable cost (including legal costs on a solicitor-client basis) arising from any third-party claim to the extent caused by:

- Your breach of these Terms or the Agreement;

- Any allegation that the Client Content infringes a third party’s Intellectual Property or other rights; or

- Your products, services, or conduct (including any representations you make in your own marketing).

This indemnity does not apply to the extent the claim is caused by our negligence or breach of the Agreement.

9. NON-SOLICITATION

9.1 Non-Solicitation of Personnel

You agree that, during the term of this Agreement and for a period of six (6) months following its termination, you will not (without our prior written consent) directly hire or engage, or solicit to hire or engage, any employee or contractor of Digital Influence who has had material involvement in providing the Services to you.

This clause does not prevent you from hiring someone who responds to a genuine, publicly advertised role not targeted specifically at that individual.

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10. TERMINATION

10.1 Termination of Ongoing Services

- After any Minimum Term has expired, either party may terminate ongoing monthly Services by giving 30 days’ written notice to the other party.

10.2 Termination During Minimum Term

If you terminate the Agreement in respect of Services subject to a Minimum Term before the end of that Minimum Term (other than due to our material breach which we fail to remedy):

- You must pay an early termination charge designed as a genuine pre-estimate of our loss, being the lesser of:

  - (a) 50% of the Fees that would otherwise have been payable for the remaining portion of the Minimum Term; and

  - (b) our actual loss and costs (including committed third-party costs and internal resource allocation) that cannot reasonably be mitigated.

10.3 Projects / Fixed-Price Work

- Once a deposit has been paid for a Project, it is non-refundable.

- If you cancel a Project other than due to our material breach, you must pay for:

  - all work completed up to the date of cancellation; and

  - any non-refundable third-party costs we have committed to on your behalf.

10.4 Immediate Termination by the Agency

We may terminate the Agreement immediately by written notice if:

- You fail to pay any undisputed invoice within 14 days after receiving a written demand for payment; or

- You become insolvent, go into liquidation, or have a receiver or administrator appointed; or

- You commit a material breach of these Terms or the Agreement and do not remedy that breach within a reasonable time (if it is capable of remedy).

10.5 Effect of Termination

On termination of the Agreement (for any reason):

- You must pay all Fees and costs properly due up to the effective date of termination; and

- Any licences granted to you under these Terms will continue in respect of Deliverables you have paid for in full; and

- Clauses which by their nature are intended to survive termination (including, without limitation, clauses relating to Fees, Intellectual Property, confidentiality, privacy, liability, and dispute resolution) will continue to apply.

11. DISPUTE RESOLUTION

11.1 Good Faith Discussions

If a dispute arises, the parties will first use reasonable efforts to resolve the dispute by good faith negotiation between senior representatives.

11.2 Mediation

If the dispute is not resolved within 14 days of one party giving written notice of the dispute, either party may refer it to mediation in Christchurch, New Zealand, in accordance with the Resolution Institute Mediation Rules.

11.3 Court Proceedings

No legal proceedings (other than for urgent interlocutory relief or for the recovery of undisputed debts) may be commenced until the mediation process has been followed in good faith.

12. GENERAL

12.1 Force Majeure

We are not liable for any delay or failure to perform our obligations under the Agreement where the delay or failure is caused by events beyond our reasonable control, including (without limitation) acts of God, natural disasters, war, strikes, pandemics, government restrictions, failure of telecommunications or internet services, or failure of Third-Party Platforms.

12.2 Governing Law & Jurisdiction

The Agreement is governed by the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand, with proceedings (where possible) to be issued in Christchurch.

12.3 Assignment

You may not assign or transfer your rights or obligations under the Agreement without our prior written consent. We may assign our rights and obligations to a related company or a purchaser of our business, provided that your rights are not materially prejudiced.

12.4 Notices

Notices under the Agreement must be in writing and may be given by email to the last email address notified by each party. A notice is deemed received when the email is successfully sent, unless the sender receives an automated error message.

12.5 Entire Agreement

These Terms, together with any Proposal and any other document expressly incorporated by reference, constitute the entire agreement between the parties concerning the Services and supersede all prior understandings or agreements, whether written or oral.

12.6 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

13. CONTACT US

If you have any questions or concerns about these Terms, please contact:

Digital Influence Limited

Address: 336 Durham Street, Christchurch Central City, Christchurch 8011, New Zealand

Phone: 021 891 934

Email: admin@getdigitalinfluence.com

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