Terms of Service

1 Agreement to Terms

By engaging Nekki Digital ("we", "us", "our") for digital marketing, advertising, web design, development, automation, or consulting services, you ("Client", "you") agree to comply with and be bound by these Terms of Service. These terms, together with any signed Service Agreement or Proposal, constitute the complete agreement between the parties.

If there is a conflict between these Terms of Service and a signed Service Agreement, the Service Agreement prevails for the scope it covers.

2 Scope of Services

We provide custom marketing and development solutions as described in your specific Service Agreement or Proposal. Our services include but are not limited to:

• Search engine optimisation (SEO) — technical, on-page, and off-page.
• Pay-per-click advertising management (Google Ads, Meta Ads, LinkedIn Ads).
• Social media marketing and content strategy.
• Website design, development, and conversion rate optimisation.
• Marketing automation and CRM integration.
• Analytics setup, reporting, and performance dashboards.
• Landing page design and A/B testing.
• E-commerce development (Shopify, WooCommerce).

Any modification, expansion, or deviation from the agreed scope must be approved in writing by both parties and may incur additional charges.

3 Client Responsibilities

To deliver services effectively, the Client agrees to:

• Provide timely feedback, content approvals, and necessary business information within agreed timeframes.
• Grant access to relevant platforms (Google Analytics, Google Ads, Meta Business Manager, Google Tag Manager, hosting, CMS) as required for campaign setup and management.
• Ensure all materials provided (images, copy, logos, trademarks) do not infringe on third-party intellectual property or copyright.
• Maintain accurate and up-to-date billing and contact information.
• Comply with all applicable laws and advertising platform policies relevant to the products or services being marketed.
• Designate a primary point of contact for communications and approvals.

Delays caused by the Client's failure to provide required information or approvals may impact project timelines and deliverable dates. We are not liable for delays arising from Client non-responsiveness.

4 Payment Terms & Billing

• Retainers & Monthly Services: Invoiced monthly in advance. Payment is due within 7 days of the invoice date unless otherwise specified in your Service Agreement.
• Project-Based Work: Custom projects (e.g., website builds, landing pages) require a 50% deposit before work begins, with the remaining 50% due upon project completion and prior to launch or handover.
• Late Payments: Invoices unpaid after 14 days may incur a late fee of 2% per month on the outstanding balance. We reserve the right to pause all active campaigns, restrict access to staging environments, or suspend services until the account is brought current.
• Payment Methods: We accept bank transfer, credit card, and other methods as agreed. All prices are quoted in NZD unless stated otherwise.
• Taxes: All quoted fees are exclusive of GST (Goods and Services Tax) where applicable under New Zealand tax law.

5 Intellectual Property Rights

Upon full payment of all invoices, the Client owns all final deliverables created specifically for them, including:

• Custom website designs and page layouts.
• Original copywriting, blog content, and ad creative.
• Custom graphics and brand assets created for the project.

We retain ownership of:

• Proprietary code frameworks, templates, and reusable components developed independently of the Client's project.
• Internal tools, processes, methodologies, and strategic frameworks.
• Third-party assets (stock photos, fonts, plugins) governed by their respective licence terms.

We reserve the right to showcase completed work in our portfolio and case studies unless the Client requests otherwise in writing.

6 Third-Party Costs & Ad Spend

All advertising budgets (Google Ads, Meta Ads, LinkedIn Ads, etc.) and third-party software subscriptions are paid directly by the Client to the respective platform or vendor. Our fees cover service management and optimisation only.

Third-party costs may include but are not limited to: ad platform spend, domain registration, hosting subscriptions, premium plugins or themes, stock imagery, email marketing platforms (Klaviyo, Mailchimp), and CRM tools (HubSpot, Zoho).

7 Confidentiality

Both parties agree to keep confidential all proprietary information, business data, strategies, credentials, financial details, and trade secrets disclosed during the engagement.

Confidential information does not include information that:

• Is or becomes publicly available through no fault of the receiving party.
• Was already known to the receiving party prior to disclosure.
• Is independently developed without use of confidential information.
• Is required to be disclosed by law or court order.

Confidentiality obligations survive for 24 months after the termination of the engagement.

8 Warranties & Disclaimers

We will perform services with reasonable skill and care, consistent with generally accepted industry standards.

We do not guarantee:

• Specific organic search rankings, as these are determined by search engine algorithms beyond our control.
• Specific conversion rates, cost-per-click, or return on ad spend, as these depend on market conditions, competition, product pricing, and other external factors.
• Uninterrupted or error-free operation of any website, platform, or advertising campaign.

Our recommendations and strategies are based on industry best practices and available data at the time of delivery. Results may vary due to algorithm updates, market changes, or factors outside our control.

9 Limitation of Liability

To the maximum extent permitted by New Zealand law:

• Nekki Digital's total liability for any claim arising from or related to these terms shall not exceed the total fees paid by the Client in the 3 months immediately preceding the claim.
• We are not liable for any indirect, incidental, consequential, special, or punitive damages, including loss of revenue, data, business opportunities, or reputation.
• We are not responsible for losses caused by third-party platform outages, policy changes, algorithmic updates, account suspensions, or hosting downtime.

Nothing in these terms excludes or limits liability that cannot be legally excluded under the New Zealand Consumer Guarantees Act 1993 or other mandatory statutory provisions.

10 Indemnification

The Client agrees to indemnify and hold harmless Nekki Digital, its directors, employees, and contractors from any claims, damages, losses, or expenses (including legal fees) arising from: (a) materials provided by the Client that infringe third-party rights; (b) the Client's breach of these terms; (c) the Client's violation of applicable laws or advertising platform policies; or (d) false or misleading claims in Client-approved advertising content.

11 Termination

Monthly retainers: Either party may terminate by providing 30 days' written notice. Services will continue through the end of the paid billing period.

Project-based work: If the Client cancels mid-project, all work completed to date must be paid for. See our Refund Policy for detailed cancellation terms.

Immediate termination: We reserve the right to terminate services immediately if the Client:

• Fails to pay invoices for more than 30 days past due.
• Engages in illegal activity or requests us to violate advertising platform policies.
• Materially breaches these terms and fails to remedy the breach within 14 days of written notice.

Upon termination, we will provide the Client with all completed deliverables and assist with a reasonable transition period for campaign handover.

12 Non-Solicitation

During the term of engagement and for 12 months following termination, neither party shall directly solicit, recruit, or hire employees or contractors of the other party who were involved in the delivery of services, without prior written consent. This clause does not restrict either party from hiring individuals who independently respond to public job advertisements.

13 Force Majeure

Neither party shall be liable for failure or delay in performing obligations due to circumstances beyond reasonable control, including but not limited to: natural disasters, pandemics, government actions, internet infrastructure failures, cyberattacks, or third-party platform outages. The affected party must notify the other party promptly and make reasonable efforts to mitigate the impact.

14 Governing Law & Dispute Resolution

These terms are governed by and construed in accordance with the laws of New Zealand. The parties submit to the exclusive jurisdiction of the courts of New Zealand.

In the event of a dispute, both parties agree to first attempt resolution through good-faith negotiation. If unresolved within 30 days, either party may refer the matter to mediation before pursuing litigation. The costs of mediation shall be shared equally.

15 Amendments

We may update these Terms of Service from time to time. Changes will be posted on this page with an updated "Last updated" date. For active clients, material changes will be communicated via email at least 14 days before taking effect. Continued use of our services after changes constitutes acceptance of the revised terms.

16 General Provisions

• Entire Agreement: These terms, along with any signed Service Agreement or Proposal, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements.
• Severability: If any provision of these terms is found to be unenforceable, the remaining provisions continue in full force and effect.
• Waiver: Failure by either party to enforce any provision shall not constitute a waiver of the right to enforce that provision in the future.
• Assignment: The Client may not assign or transfer their rights under these terms without our prior written consent. We may assign our obligations to a successor entity in the event of a business transfer.
• Notices: All formal notices must be sent in writing to the email addresses on file or by registered post to the addresses listed in the Service Agreement.