1. APPOINTMENT AND TERM

1.1 Appointment: You appoint iDigital to provide the Services and iDigital agrees to provide such Services during the Term in accordance with this Agreement.

1.2 Term of Agreement: This Agreement commences on the Start Date and will continue until terminated in accordance with this Agreement (Term).

1.3 Term for Services: iDigital will provide each Service for the term set out in the Key Terms (Service Term). You may cancel a Service prior to the end of the applicable Service Term on the provision to iDigital of not less than 30 days’ prior written notice (Cancellation Period). If you do not notify us within the Cancellation Period, the Service Term will be extended for a further equivalent period of time.

1.4 Early Termination Fee: If customer cancels during the “cooling-off period” there will be no penalties but if customer cancels outside the “cooling-off period” the Early Termination Fee is 60% of the remaining contract.

2. OBLIGATIONS

2.1 iDigital: In addition to any other obligations set out in this Agreement; iDigital will provide the Services to you:

• (a) in accordance with the Specification in all material respects, the terms of this Agreement and all applicable laws;
• (b) exercising reasonable care, skill and diligence; and
• (c) using suitably skilled, experienced and qualified staff.

2.2 Customer: You will:

• (a) provide iDigital with all necessary information and materials and feedback on the Services and Deliverables in a timely manner that iDigital may reasonably require in order to provide the Services, ensuring such information and materials and feedback are complete, accurate and up to date in all material respects;
• (b) co-operate with iDigital in all matters relating to the provision of the Services;
• (c) obtain and maintain all necessary licences, permissions and consents that may be required for the provision of the Services before the Start Date and during the Term including in accordance with clause 5;
• (d) notify iDigital of any change made by you or any third party to any website in relation to which we are providing the Services as any such change may impact the performance of the Services, in particular the tracking of any advertising campaign;
• (e) only use the Services and Deliverables or any part of them for the express purposes for which they have been provided by iDigital and you will not access and use the Services and Deliverables for any purpose that is illegal or prohibited by these Terms; and
• (f) comply with all applicable laws and clause 2.4(a) at all times in relation to your use of the Services.

2.3 Third Party Platforms: Where shown in the relevant Service description, certain Services may be delivered through or are dependent upon the use of certain Third Party Platforms or systems (Third Party Platforms). You agree that:

• (a) you will provide iDigital (and its employees, agents, consultants and subcontractors as applicable), with access to your accounts on any Third Party Platforms as reasonably requested and required by us so we can provide the Services to you;
• (b) you will ensure, and be solely responsible for ensuring, that any previously paid services that you have established in your name in relation to the Services that have not been set up or that are not managed by iDigital have been closed or de-activated before iDigital commences provision of the Services;
• (c) your use of those Services is subject to the terms and conditions of the relevant Third Party Platform referred to in the Services Description or as otherwise notified to you by iDigital;
• (d) where iDigital has established an account on a Third Party Platform in relation to the provision of Services to you, such account(s) will remain the property of iDigital and will not be transferrable to you on the termination or expiry of the Services or this Agreement;
• (e) iDigital does not control the Third Party Platforms and will not be liable for any system errors (including application, software, hardware, downtime, loss of access or information or other damage except to the extent caused directly by iDigital’s negligence or wilful misconduct), the quality or performance of the Third Party Platform or its services or any acts or omissions of the operator of the Third Party Platform;
• (f) the Fees payable may include certain charges or costs relating to use of the Third Party Platform or its services as set out in the Services Description at Schedule 1, or otherwise as notified to you by iDigital. You are responsible for any other charges or costs related to use of Third Party Platforms in relation to the provision of the Services, for which you will promptly reimburse iDigital on receipt of a valid invoice where those costs are initially incurred by iDigital; and
• (g) you will not use, or misuse, any Third Party Platform or any Service in any way that could impair the functionality of any Third Party Platform, the delivery of the Service, or other systems or networks used to host or make available the Service or that could impair the ability of any other user to access or use the Third Party Platform or any Service; and
• (h) you will not attempt to view, access or copy any deliverables, materials or data other than that which you are authorised to access.

2.4 Customer Default: Subject to clause 7.3 and without prejudice to any other right or remedy available to iDigital, if a Customer’s act, omission or failure to perform any of its relevant obligations (Customer Default) prevents, delays or otherwise interferes with iDigital’s performance of any of its obligations under the Agreement, then:

• (a) iDigital will be entitled to suspend its performance of the Services until you remedy the Customer Default, during which time iDigital will continue to invoice you for the provision of the Services subject to the Term being extended by the length of time the Services were suspended;
• (b) iDigital will be entitled to rely on a Customer Default to relieve it of its obligations under this Agreement in each case to the extent a Customer Default prevents or delays iDigital’s performance of any such obligations;
• (c) iDigital will not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from iDigital’s failure or delay to perform any of its obligations to the extent a Customer Default prevents or delays iDigital’s performance of any of such obligations; and
• (d) you will reimburse iDigital on written demand for any costs or losses sustained or incurred by iDigital arising directly or indirectly from the Customer Default.

3. FEES AND INVOICING

3.1 Fee payment: In consideration of the provision of the Services by iDigital, you will pay iDigital the Fees by credit card as indicated in the Key Terms or by any other method the parties may agree from time to time and in accordance with this Agreement.

3.2 The Fees for the Services are calculated on a monthly basis and exclude Goods and Services Tax unless otherwise stated.

3.3 Invoicing: iDigital will provide you with valid tax invoices for the Fees on a monthly basis in advance or as otherwise agreed by the parties in writing.

3.4 Subject to clause 3.5 below, you will pay in full any invoice received from iDigital on or before the specified due date on the invoice or in accordance with any other arrangements previously agreed in writing between the parties (Due Date).

3.5 If you have a genuine dispute with an invoice or any part of it, you will notify iDigital of the reasons for such dispute within 7 Business Days of receipt of the invoice. You agree to pay the part of the invoice that is not in dispute and any further dispute will be addressed pursuant to clause 10.

3.6 Overdue amounts: Subject to clause 3.5, if you fail to make full payment of any invoice by the Due Date, iDigital may, at its sole discretion:

• (a) charge a 10% late payment fee on all overdue amounts (excluding interest under this clause 3.6(a));
• (b) charge an administrative fee to cover any administrative costs incurred by iDigital in respect of your failure to make full payment by the Due Date;
• (c) cancel or suspend access to the Services, Customer accounts and/or any phone number connected to a Customer’s account;
• (d) terminate this Agreement in accordance with clause 6;
• (e) cancel any rebate, discount or allowance due or payable by iDigital as at the date the invoice becomes overdue;
• (f) institute any recovery process as iDigital thinks fit at your cost for amounts owing by the due date(s) on any invoice(s), the customer will indemnity iDigital Limited against all costs incurred in the collection/recovery of the overdue amount(s).

This includes but is not limited to debt collection costs and solicitor costs on an indemnity basis.

4. EXCLUSIONS

4.1 All warranties, terms, guarantees and conditions that are not expressly set out in this Agreement are excluded to the extent permitted by law.

4.2 You agree and represent that you are acquiring the Services for the purposes of trade. The parties agree that:

• (a) to the maximum extent permissible by law, the New Zealand Consumer Guarantees Act 1993 does not apply to the supply of the Services or the Agreement; and
• (b) it is fair and reasonable that the parties are bound by this Agreement, including this clause.

5. INTELLECTUAL PROPERTY

5.1 IP owned by iDigital: All pre-existing Intellectual Property Rights in or used by iDigital in delivering the Services, and any Intellectual Property Rights of general application developed or created in delivering the Services (in each case other than Intellectual Property Rights in any materials provided by you) are and shall remain the exclusive property of iDigital or its licensors, unless otherwise agreed by the parties in writing.

5.2 IP owned by you: As between the parties to this Agreement, all Intellectual Property Rights in the following will remain your property:

• (a) any content you supply to us (including without limitation copy, images and video) in connection with the Services; and
• (b) any Deliverables or content created by iDigital specifically for you as part of the Services (together the Customer IP).

5.3 Licence of content: You grant to iDigital, or shall procure the direct grant to iDigital of, a fully paid-up, worldwide, non-exclusive, royalty-free licence to use, copy, adapt, modify and make available any Deliverables that iDigital produces for you, and any other materials or content that you provide to iDigital in relation to the provision of the Services (including any content supplied by you including text, images and video) for the purpose of enabling iDigital to provide the Services and/or the Deliverables and in relation to the operation of its business.

5.4 Our use of Customer IP: You represent and warrant that you hold all rights necessary to provide the Customer IP to iDigital for use by iDigital in performing the Services and that such use will not infringe the rights of any third party. You indemnify and hold iDigital harmless from and against any claim, cost, proceeding or liability brought against or incurred by iDigital as a result of any claim by a third party of infringement of their Intellectual Property Rights relating to iDigital’s use of any Customer IP as part of the provision of the Services.

6. TERMINATION

6.1 Mutual termination rights: Without affecting any other right or remedy available to it, either party may terminate this Agreement at any time with immediate effect upon written notice to the other party, if that other party:

• a) commits a material breach of any term of this Agreement and, where the breach is remediable, fails to remedy the breach within 10 Business Days of being notified in writing to do so;
• b) has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of external administration, or ceases to continue business for any reason.

6.2 iDigital termination rights: Without affecting any other right or remedy available to it, iDigital may:

• (a) terminate this Agreement at any time without cause by giving you not less than 30 days’ written notice;
• (b) terminate this Agreement with immediate effect on written notice to you if:
  • (i) you fail to pay any amount due under this Agreement to iDigital by the Due Date; or
  • (ii) you undergo a change of control.

6.3 Suspension of Services: Without affecting any other right or remedy available to it, iDigital may suspend the supply of Services under this Agreement or any other contract between you and iDigital if:

• (a) you fail to pay any amount due under this Agreement by the Due Date;
• (b) you become subject to any of the events listed in clauses 6.1(b) or iDigital reasonably believes you are about to become subject to any of them.

6.4 Consequences of termination: On termination of this Agreement:

• (a) you shall immediately pay to iDigital all of iDigital’s outstanding unpaid invoices and interest. Where any Services have been supplied but an invoice has not yet been issued, iDigital shall issue an invoice, which shall be payable by you immediately on receipt; a
• (b) Termination or expiry of this Agreement shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination or expiry.

6.5 Clauses with continuing effect: Termination or expiry of this agreement will not affect any provisions of this agreement which are expressed, or by implication are intended, to survive termination or expiry of this Agreement.

7. LIABILITY

7.1 Maximum liability: The total liability of iDigital to you under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, will not exceed the Fees paid and/or payable by you to iDigital in accordance with the Agreement in any 12 month period commencing from the Start Date or any anniversary of the Start Date.

7.2 Excluded loss: Except for your liability for payment of the Fees to iDigital, neither party is liable to the other under or in connection with the Agreement for any loss of profits, data, anticipated savings, sales or business, revenue, and/or goodwill of any kind or any indirect, consequential, incidental or special loss or damage.

7.3 No liability for the other’s failure: Neither party will be responsible, liable, or held to be in breach of this Agreement, for any failure to perform its obligations under the Agreement or otherwise, to the extent the failure is directly caused by the other party failing to comply with its obligations under the Agreement, or by the negligence or misconduct of the other party or its personnel.

8. CONFIDENTIALITY

8.1 Non-disclosure: Each party undertakes that it shall not at any time during the Agreement (and for a period of 1 year after expiry or termination of the Agreement), disclose to any person any Confidential Information concerning the business affairs, customers, clients or suppliers of the other party, except as permitted by clause 8.2 below.

8.2 Permitted disclosure: A party may disclose the other party’s Confidential Information:

• (a) for the purpose of performing the Agreement or exercising its rights under the Agreement;
• (b) if required by law (including under the rules of any stock exchange); and
• (c) if it is publicly available through no fault of the recipient of the Confidential Information or its personnel.

8.3 Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Agreement.

9. PRIVACY

9.1 Applicable law: iDigital will only collect and process personal information in accordance with applicable laws, including the requirements of the New Zealand Privacy Act 1993.

9.2 Consent: You consent to our collection, use and storage of your personal information for the purposes of supplying the Services, carrying out credit checks, debt collection, enforcing any rights under this Agreement and providing you with information about goods or services we think might be of interest to you.

9.3 Your rights: You have the right to access personal information that we hold about you and to request correction of that information.

9.4 You acknowledge that you have the necessary consents for any personal information supplied to iDigital by you, including any customer data supplied:

• (a) for the purpose of sending marketing communications; and
• (b) for importing into another system or platform.

9.5 You indemnify and hold iDigital harmless from and against any claim, proceeding or liability brought against or incurred by iDigital as a result of any failure by you to obtain consent for, or to comply with all applicable laws relating to, any processing of personal information.

10. DISPUTES

10.1 Good faith negotiations: If any dispute or difference arises between the parties under or in connection with this Agreement, both parties will endeavour in good faith to settle the dispute by agreement.

10.2 Obligations continue: Each party must, to the extent possible, continue to perform its obligations under the Agreement even if there is a dispute.

10.3 Right to seek relief: This clause 10 does not affect either party’s right to seek urgent interlocutory and/or injunctive relief.

11. GENERAL

11.1 Amendment of terms: iDigital reserves the right to review and amend these General Terms and Conditions at any time and from time to time. iDigital will notify you in writing in advance of any changes.

11.2 Force majeure. Neither party shall be in breach of this Agreement nor liable for any failure to perform, or delay in performing, any of its obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control.

11.3 Waiver: A waiver of any right or remedy under this Agreement or by law is only effective if given in writing and signed by the waiving party. Any such waiver will not constitute a waiver of any subsequent right or remedy.

11.4 Relationship of parties: iDigital is an independent contractor. Nothing in this Agreement is intended to constitute a relationship of employment, joint venture, agency (except in relation to iDigital’s operation of accounts on Third Party Platforms on your behalf), trust, partnership or other fiduciary relationship between the parties. No party has authority to bind or incur debts on behalf of the other party.

11.5 Severability: If any provision of this Agreement is or becomes invalid, illegal or unenforceable, it may be severed without affecting the enforceability of the other provisions in this agreement.

11.6 Variation: No variation of this Agreement will be effective unless it is in writing and signed by each party (or their authorised representative).

11.7 Entire agreement: The Agreement sets out everything agreed by the parties relating to the Services and supersedes and cancels anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the subject matter of this Agreement that is not expressly set out in the Agreement, and no such representation, warranty or agreement has any effect from the Agreement’s start. Without limiting the previous sentence, for the purposes of section 5D of the Fair Trading Act 1986 (FTA), the parties acknowledge and agree that they are contracting out of sections 9, 12A and 13 of the FTA in respect of all matters covered by this Agreement and it is fair and reasonable that the parties are bound by this clause 11.7.

11.8 Assignment: Neither party may assign or transfer any right or obligation under the Agreement without the prior written approval of the other (not to be unreasonably withheld). The first party remains liable for its obligations under the Agreement despite any approved assignment or transfer.

11.9 Agreement not enforceable by third parties: This agreement does not and is not intended to confer any benefit on or create any obligation enforceable at the suit of any person other than the parties.

11.10 Notices: Any notice or other communication required to be given to a party under or in connection with this Agreement must be in writing and sent by email to the following address: [email protected]. Any notice or communication will be deemed to have been received and sufficiently served on successful transmission or, if dispatched after 5pm, on the next Business Day after dispatch.

11.11 Counterparts: This agreement may be executed in any number of counterparts (including by scanned copy) all of which, when taken together, will be treated as making up the one document. The date on which the last counterpart is executed will be the date of the agreement.

11.12 Law: The Agreement is governed by, and is to be interpreted in accordance with, the laws of New Zealand. Each party submits to the non-exclusive jurisdiction of the Courts of New Zealand in relation to any dispute connected with the Agreement.

12. INTERPRETATION

12.1 Definitions: Unless the context otherwise provides, terms are defined as indicated in the Key Terms, as set out below or as defined in the body of the Agreement.

• (a) Business Day: means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general business in New Zealand.
• (b) Confidential Information: any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, this Agreement, including this Agreement and any Intellectual Property rights owned by iDigital.
• (c) Deliverables: all documents, products and materials developed by iDigital or its agents, contractors and employees specifically for delivery to you as part of or in relation to the Services in any form or media, including drawings, maps, plans, diagrams, designs, pictures, computer programs, data, specifications and reports (including drafts).
• (d) Intellectual Property Rights or IP: includes patents, copyright, business names and domain names, goodwill and the right to sue for passing off, rights in computer software, database rights, rights to use, and protect the confidentiality of, Confidential Information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection that subsist or will subsist now or in the future in any part of the world.
• (e) Services Description: the description or specification of the Services as set out in Schedule 1 to this Agreement and/or published by iDigital on its website at idigital.co.nz.

12.2 Interpretation: In this Agreement:

• (a) clause and other headings are for ease of reference only and do not affect the interpretation of the Agreement;
• (b) words in the singular include the plural and vice versa; and
• (c) a reference to:
• (i) a party to this Agreement includes a party’s permitted assigns; and
• (d) “including” and similar words do not imply any limit.

 

BRAND AND BRAND GUIDELINE TERMS

The following terms apply if you engage iDigital to design and/or produce branding or design materials:

1.1. iDigital produces branding materials, brand guidelines, and related documents using content, wording, and information supplied directly by the client. The client is solely responsible for ensuring the accuracy of all supplied content.

1.2. iDigital is not liable for any spelling mistakes, grammatical errors, factual inaccuracies, or incorrect information that originate from client-provided content.

1.3. All branding work includes a review and revision process. Drafts will be supplied for the client to assess the accuracy, suitability, and standard of the work. It is the client’s responsibility to review each version carefully and request any changes during this process.

1.4. Once final approval is given by the client, iDigital holds no liability for any errors, omissions, or issues that were not raised prior to approval. Any changes requested after approval may incur additional costs.

1.5. iDigital is not liable for any costs associated with correcting, updating, reproducing, or replacing third-party materials or assets. This includes, but is not limited to: signage, print collateral, packaging, merchandise, labels, or digital assets created by external vendors.

1.6. iDigital brand guidelines and branding documents are not print-ready artwork. These documents are intended as guides for internal teams, designers, and third-party suppliers. They must not be used as final artwork for production or printing.

1.7. Unless explicitly included in the agreed scope of work, iDigital does not supply final print-ready design files. Any print-ready assets required for production must be requested and quoted separately.

1.8. iDigital is not responsible for production errors, formatting issues, colour variations, or print outcomes when third-party printers, signwriters, or suppliers are used.

1.9. The client acknowledges that the use or misapplication of brand guidelines by external parties is outside of iDigital’s control. iDigital is not liable for how third parties interpret or apply the brand guidelines.

WEBSITE DEVELOPMENT SERVICES 

WEBSITE OR ECOMMERCE SITES. 

The following terms apply if you engage iDigital to design and produce your website (“site”):

1. Payment Terms

1.1. All website projects require payment either:

• In full within 7 days of signing the agreement; or

• A 50% deposit paid upfront, with the remaining 50% due 30 days later.

1.2. iDigital will not commence website development until the initial payment has been received.

1.3. Ownership of all intellectual property and website assets remains with iDigital until full payment has been received.

1.4. Payment for additional work, variations, or added functionality requested after project commencement will be invoiced separately and due within 7 days of issue.

2. Hosting and Maintenance

2.1. Website hosting commences during the website build period, as iDigital pre-purchases server capacity to support development and deployment.

2.2. Hosting fees will be invoiced during the build period and continue for the duration of the agreed hosting term.

2.3. If hosting is cancelled, 30 days’ written notice is required, and the full contract term must be completed before termination takes effect.

2.4. Hosting fees are non-refundable.

2.5. iDigital will not be responsible for any website maintenance, updates, or technical issues after the site has gone live unless a separate maintenance agreement is in place.

3. Design and Build Reviews

3.1. You will have a maximum of two (2) design reviews and two (2) build reviews to provide feedback on your website during production.

3.2. A “design review” refers to the stage where the design and layout of the site are completed.
A “build review” refers to the stage where content has been added to the designed site.

3.3. Feedback must be provided in a timely manner. If feedback is not received within two months of a request, iDigital may, at its discretion, require final payment to be made immediately and/or proceed to close the project.

4. Platform-Specific Terms

4.1 Squarespace Websites

If your site is produced on the Squarespace platform and operated under iDigital’s Squarespace account on your behalf, you agree that:

a. If you do not pay your monthly hosting fee by the due date, iDigital reserves the right to suspend or remove your site.

b. If your site is removed, you may lose access to any existing content, and iDigital will not be responsible for retrieving or supplying this content.

c. iDigital is not responsible for your search engine ranking.

d. You will comply with Squarespace’s Terms & Conditions (see www.squarespace.com).

4.2 BigCommerce Websites

If your site is produced on the BigCommerce platform, it will be owned and operated by you. You agree that:

a. You are solely responsible for making all payments directly to BigCommerce or any other third-party application providers.

b. You will comply with BigCommerce’s Terms & Conditions (see www.bigcommerce.com).

4.3 WordPress Websites (Hosted by iDigital)

If your site is produced on the WordPress platform and operated under iDigital’s hosting account with Cloudways, you agree that:

a. If you do not pay your monthly hosting fee by the due date, iDigital reserves the right to suspend or remove your site.

b. If your site is removed, you may lose access to all content and data, and iDigital will not be responsible for supplying or recovering this content.

c. iDigital is not responsible for your search engine ranking.

d. You will comply with WordPress’s Terms & Conditions (see www.wordpress.com).

e. You will comply with Cloudways’ Terms & Conditions (see www.cloudways.com).

5. Handover and Packaging Fees

5.1. If you wish to migrate your website to another provider, iDigital will charge a minimum of $250 + GST website packaging fee to prepare, verify, and supply all website files and databases.

5.2. The packaging fee must be paid prior to the release of files.

5.3. iDigital does not take responsibility for website functionality or performance once files are transferred to a third-party provider.

6. Project Timelines and Delivery

6.1. iDigital will provide estimated project timelines upon commencement. Delays caused by the client (e.g., missing content, feedback delays, or late payments) may extend the project schedule.

6.2. iDigital reserves the right to reschedule or delay the launch date if payment terms are not met or client feedback is not provided within agreed timeframes.

7. Ownership and Intellectual Property

7.1. Upon full payment for website, hosting and domain related invoices, the client receives ownership of the final website content, design, and build files, excluding proprietary systems, templates, or plugins licensed to iDigital.

7.2. iDigital retains the right to display completed projects in its portfolio, marketing materials, and case studies unless otherwise agreed in writing.

8. Liability and Warranty

8.1. iDigital will take reasonable care to ensure all websites are free from critical errors upon launch but is not liable for third-party hosting interruptions, plugin conflicts, or security breaches.

8.2. Post-launch issues arising from client-side changes, external plugin updates, or third-party interference are not covered under the website build agreement and may incur additional charges.

9. Cancellations and Termination

9.1. Cancellations must be provided in writing.

9.2. If a website project is cancelled before completion:

a. All work completed up to the cancellation date and within the agreed contract will be invoiced and payable immediately.

b. Deposits are non-refundable once work has commenced.

9.3. Hosting cancellations follow the process outlined in Section 2.3.

MARKETING SERVICES 

Google Ads Terms and Conditions

1. Scope of Service

iDigital will set up, manage, and optimise advertising campaigns on your behalf through the Google Ads platform, including but not limited to Search, Display, Performance Max, YouTube, and Shopping campaigns.

Services may include:

• Keyword and audience research

• Campaign and ad group setup

• Conversion tracking implementation

• Ad copy creation and testing

• Ongoing campaign management, reporting, and optimisation

Where applicable, iDigital may also manage Google Display Network or YouTube placements and related remarketing activity.

2. Contract Term and Renewal

2.1. A minimum term of three (3) months applies to all Google Ads management packages.

2.2. After the initial term, agreements automatically renew for an additional three month period unless written cancellation notice is received at least 30 days prior to the end of the current term.

2.3. All outstanding invoices must be paid in full before contract termination takes effect.

3. Advertising Spend and Management Fees

3.1. The monthly charge for your service includes both the advertising spend (paid to Google) and iDigital’s management fee for optimisation and reporting.

3.2. Advertising spend is billed by iDigital together with management fees and paid directly to Google on your behalf.

3.3. While iDigital makes every effort to manage your monthly advertising spend, some months may slightly exceed or fall below the allocated budget. Where this occurs, adjustments will be made in subsequent months to balance the spend.

3.4. Budget increases or decreases must be agreed in writing. iDigital reserves the right to review management fees in line with budget changes.

3.5. If campaigns are paused or underspend due to client request or delayed approvals, iDigital is not obligated to carry over or increase future spend to make up the difference.

4. Campaign Optimisation and Access

4.1. Campaigns are created and managed within iDigital’s Google Ads Manager Account unless otherwise agreed in writing.

4.2. iDigital retains intellectual property and ownership of all campaign structures, targeting, and optimisation data.

4.3. iDigital may provide access to Google Analytics, conversion tracking, or Tag Manager data for transparency purposes, but this access may be limited to protect account integrity and internal systems.

4.4. Any request to transfer account ownership or historical data to another provider will be at iDigital’s discretion and may incur an administrative fee.

5. Conversion Tracking and Website Changes

5.1. As part of campaign setup, iDigital may implement conversion tracking code on your website to measure campaign performance (for example, purchases, enquiries, or form submissions).

5.2. If changes are made to your website, landing pages, forms, or tracking setup, you must notify iDigital immediately. Unreported changes may disrupt campaign tracking or performance.

5.3. iDigital is not responsible for tracking disruptions or data loss caused by third party website changes, platform updates, or plugin issues outside of iDigital’s control.

6. Client Responsibilities

To support campaign performance, clients must:

• Provide accurate and up to date business information

• Review and approve ads or creative assets in a timely manner

• Maintain functional landing pages and ensure website uptime

• Comply with all advertising platform policies

Failure to do so may affect campaign results, for which iDigital cannot be held responsible.

7. Performance Disclaimer

iDigital will apply industry best practices and data led optimisation to achieve the best possible campaign performance. However:

• Results such as lead volume, click through rate, or ROI cannot be guaranteed.

• Performance may fluctuate based on competition, market trends, seasonal demand, and platform algorithms.

• Campaign outcomes depend heavily on website performance, conversion rate, and user experience, which are outside iDigital’s control.

8. Payment Terms

8.1. All invoices are due as per the agreed payment terms stated in your proposal or agreement.

8.2. Late or missed payments may result in campaign suspension until payment is received.

8.3. Overdue accounts may be referred to a debt collection service, and associated costs will be payable by the client.

8.4. Suspension of services does not pause the contract term.

9. Intellectual Property

9.1. iDigital retains ownership of all campaign structures, strategies, research, and proprietary optimisation processes.

9.2. Ad copy, creative, and tracking setups remain the property of iDigital until all associated invoices are paid in full.

9.3. Once paid in full, clients may use final ad copy and creative produced for their business, but not iDigital’s internal data, campaign templates, or management structures.

10. Compliance and Platform Policies

10.1. The client must comply with Google Ads Terms and Conditions available at:

https://billing.google.com/payments/termsandconditionsfinder

10.2. iDigital is not liable for ad rejections, account restrictions, or policy violations arising from the client’s products, content, or business model.

11. General

11.1. iDigital reserves the right to adjust campaign structures, ad copy, or budgets as required for performance optimisation.

11.2. iDigital may update these Terms and Conditions periodically, and the latest version will apply to all ongoing campaigns after notice is provided.

11.3. These Terms and Conditions are governed by the laws of New Zealand, and any disputes will be handled through New Zealand’s courts.

 

GET FOUND – SEO & GEO (SEARCH ENGINE OPTIMISATION)

1. Scope of Service

iDigital will provide Search Engine Optimisation (SEO) and Generative Engine Optimisation (GEO) services as outlined in your proposal or service package. Services may include keyword research, content strategy, content creation, technical SEO recommendations, on page optimisation, link guidance, GEO prompt optimisation, GEO structured content format, and reporting.

2. Minimum Term and Renewal

2.1. A minimum 6 or 12-month term applies to all SEO and GEO packages.

2.2. Agreements automatically renew for a further repeated term unless written cancellation notice is received at least 30 days before the end of the current term.

2.3. All outstanding fees must be paid before any contract is terminated.

3. Client Responsibilities

To support performance, clients agree to:

• Provide timely access to website CMS, hosting, analytics and tracking platforms

• Supply requested brand, product, or business information

• Complete approvals within agreed timeframes

• Action technical recommendations within reasonable time if implementation sits with the client side development team

Failure to provide timely access or approvals may impact results. iDigital is not responsible for performance limitations caused by client delays or platform limitations.

4. Content and Website Changes

4.1. All written content produced by iDigital includes one round of amendments unless otherwise agreed.

4.2. Additional revisions or ad hoc content requests may incur additional fees.

4.3. Content creation does not include product uploads, large scale content entry, or site migrations unless scoped separately.

4.4. When iDigital is responsible for implementation, technical changes will be prioritised by strategic impact and scheduled within reasonable delivery timelines.

5. Performance Disclaimer

Search and generative ranking results depend on many external factors including algorithm changes, competitor activity, user behaviour, search trends, and website usability.

iDigital will apply best practice, data led strategies, however no guarantee is made regarding keyword positions, traffic levels, lead volumes, or revenue outcomes.

The goal of SEO and GEO is long term performance improvement, not immediate results.

6. Tracking and Reporting

6.1. Clients receive access to live dashboards where applicable.

6.2. Manual and custom reporting requests may incur additional fees.

6.3. Tracking systems such as Google Analytics, Search Console, and call tracking must remain active and configured.

6.4. Data accuracy depends on the integrity of client systems and third party platforms. iDigital is not responsible for tracking disruption caused by external software or user changes.

7. Account Access and Ownership

7.1. iDigital retains ownership of all SEO and GEO strategies, research, processes, and proprietary optimisation frameworks.

7.2. Clients own final published content once paid in full.

7.3. SEO dashboards, keyword research, GEO prompt banks, and internal optimisation files remain the property of iDigital.

7.4. Access to iDigital systems or documents is not granted unless otherwise agreed in writing.

8. Payment and Suspension

8.1. All invoices are due as per the agreed payment terms.

8.2. Overdue accounts may result in immediate suspension of services until payment is received.

8.3. Suspension does not pause the contract term.

9. Website Hosting and Third Party Platforms

SEO and GEO performance depends on hosting quality, content delivery speed, user experience, and technical stability.

iDigital is not liable for results impacted by hosting providers, third party plugins, CMS restrictions, or security incidents outside iDigital control.

10. Changes to Platforms and Algorithms

Search and generative platforms evolve frequently. Ranking changes can occur suddenly. iDigital will adapt strategy but is not liable for performance impacts caused by algorithm updates, AI shifts, or platform policy changes.

11. Project Pauses and Access Removal

Project pauses requested by the client do not pause billing. If cancellation occurs, all access and unpublished SEO assets will be removed once the account is finalised.

12. Third-Party Platform Disclaimer:

Where services include content placement, distribution, engagement, or contribution on third-party platforms (including but not limited to forums, social platforms, review sites, or community websites such as Reddit or Quora), the Company does not guarantee:

• Acceptance, approval, or continued publication of content
• Retention of posts, comments, backlinks, or accounts
• Platform visibility, ranking, or traffic performance
• Immunity from platform moderation, policy changes, or account restrictions

The Company’s responsibility is limited to executing the agreed strategy in good faith. The Client acknowledges that third-party platforms operate independently and may modify, remove, restrict, or alter content at their discretion.

 

SMART CALL TRACKING 

The following terms apply if you iDigital provides Smart Call Tracking to you: 

• A Call tracking number is phone number used to identify call that came from your advertising campaign. 
• Call tracking numbers must only be used for tracking results from the use of iDigital services and must not be used for any other purpose without our express permission. 
• Your package will include a certain number of call minutes. You will be charged for any minutes used over that allocation. 
• Call Tracking is charged at $99 + GST per month, and iDigital reserves the right to pause or cancel this service when an invoice is overdue or unpaid.
• Call minutes do not roll over into following months. 
• All telephone numbers provided as part of this services are provided by iDigital or its carrier and are provided to you while you use this service only. You acknowledge that you have no rights to these numbers if you or iDigital terminate this service of the Agreement. 
• You acknowledge and agree that iDigital has no control over the quality of the service that telecommunication carriers provide, and therefore iDigital is not responsible for and cannot guarantee the quality of the call. 
• You must comply with Delacon’s Terms and Conditions available online at www.delacon.co.nz. 

 

Social Media Advertising Campaign Packages 

1. Package Inclusions

Each Meta Campaign Package includes the following services as outlined in the chosen scope:

• A dedicated Account Manager

• Campaign setup and ongoing management (ad set limits vary by package)

• Quarterly creative refresh (unless otherwise communicated)

• Scheduled meetings (quarterly, bi-monthly, or monthly depending on package)

• Live dashboard reporting

Refer to the individual package details for ad set limits, meeting frequency, and service levels.

2. Contract Term & Renewal

2.1. All packages have a minimum contract term of three (3) months.

2.2. After the initial 3-month term, agreements automatically renew for an additional 3-month period unless cancelled.

2.3. Cancellation requires 30 days’ written notice prior to the end of the current term.

2.4. All outstanding fees and advertising costs must be paid in full prior to contract termination.

2.5. Early cancellation requests may be subject to payment of the remaining contract balance in full.

3. Budget & Advertising Spend

3.1. Advertising spend is billed by iDigital together with management fees. iDigital pays Meta directly on the client’s behalf.

3.2. The combined monthly invoice will reflect both the ad spend and management fee. The management fee is 60% of the total monthly contract value.

3.3. No budget reductions or campaign pause requests will be accepted during the first three (3) months of the campaign.

3.4. After the initial term, any requested budget adjustments must align with invoice cycles and be communicated prior to the next billing period.

3.5. If a campaign is paused, under-delivers, or underspends in a given month, iDigital is not obligated to carry over or increase future spend to compensate.

3.6. In the event of platform outages, downtime, or third-party system changes, iDigital is not responsible for unspent media budgets or campaign interruptions beyond its control.

4. Creative & Assets

4.1. All logos, imagery, and brand assets must be provided by the client.

4.2. If assets are not supplied by the agreed date, iDigital may, at its discretion, use stock imagery or placeholder visuals to maintain campaign timelines. Additional costs may apply.

4.3. Each package includes one creative refresh per quarter. Requests for additional changes outside this scope may be billed separately.

4.4. Creative produced by iDigital is based on information, branding, and messaging provided by the client. The client bears full responsibility for the accuracy, legality, and appropriateness of all content.

5. Performance Disclaimer

5.1. iDigital will manage, optimise, and monitor campaigns to achieve the best possible results based on budget, targeting, and market conditions.

5.2. However, no guarantees are made regarding lead volume, sales conversions, or return on investment (ROI).

5.3. Campaign outcomes depend on multiple factors outside of iDigital’s control, including platform algorithms, consumer behaviour, seasonal trends, and client website performance.

6. Meetings & Communication

6.1. Meetings are provided as per the package level (monthly, bi-monthly, or quarterly).

6.2. Ad-hoc strategy sessions, additional meetings, or extended consultations beyond the agreed frequency may incur additional fees.

6.3. Campaign performance can be viewed through the live dashboard. Manual or custom reporting requests may be subject to a reporting fee.

7. Account Access & Data

7.1. Campaigns are managed within iDigital’s Meta Business Manager unless otherwise agreed in writing.

7.2. All ad accounts, campaign structures, and data created or managed by iDigital remain the intellectual property of iDigital. This includes, but is not limited to, Meta Ad Accounts, Business Managers, Campaign Setups, Targeting Structures, Audiences, and Performance Data.

7.3. Where applicable, iDigital may provide access to Google Analytics, Meta Pixel, or other tracking data to support campaign transparency and performance measurement. This access may be limited to ensure data security and compliance with iDigital’s internal systems.

7.4. iDigital is not responsible for data loss or tracking disruptions resulting from changes made by the client or third-party access to the account.

7.5. Transferring or cloning campaign data, ad accounts, or historical performance data to external parties is at iDigital’s sole discretion. Any transfer, if approved, will occur only after all outstanding fees are paid in full and may incur a reasonable administration fee to cover time and data handling.

7.6 You must comply with Facebook’s terms and conditions available online at https://business.facebook.com/policies/?ref=pf 

8. Payment Terms

8.1. All invoices are due as per the agreed payment terms stated in the client’s proposal or contract.

8.2. Late or missed payments may result in suspension or pausing of campaigns until payment is received.

8.3. Management fees and advertising spend are billed together and must be paid in full for continued campaign delivery.

8.4. Any overdue balances may be referred to a debt recovery service, with associated costs payable by the client.

9. Intellectual Property

9.1. Campaign structures, strategies, and proprietary processes remain the exclusive property of iDigital.

9.2. Creative assets supplied by the client remain the client’s property.

9.3. Any ad creative, graphics, or copy developed by iDigital remain the property of iDigital until all related invoices are paid in full.

9.4. Upon completion of payment, clients receive usage rights to the approved creative assets for use within their campaigns.

AI Digital 

• You are participating in the AI Digital Beta Program managed by iDigital. 
• AI Digital is currently in its beta testing phase. As such, it is not a fully developed product and may experience bugs, crashes, or other technical issues. While we aim to minimise disruptions, you acknowledge and accept that. 
  • The product is provided “as is” and may have limited functionality. Performance and stability issues may arise, and updates or patches may be released to address them 
• The current social autopilot fee now starts at $850 + GST per month.
• This discounted rate is offered exclusively during the beta testing period, which will run for three months from your subscription start date. 
• At the end of the beta period, pricing may be revised, and you will be notified of the new rates and terms in advance. 
• Your AI Digital Beta subscription includes: 
  • 115 AI-Generated Images and 55 Uploaded Images per month.
  • Automated ability to post to Instagram, Facebook, and LinkedIn.
  • Image generation specifically for social media posts. 
  • Easy integration with third-party apps and platforms. 
• Any usage beyond these limits may incur additional charges. 
• You are responsible for linking your social media accounts and third-party apps as per the provided instructions. 
• You agree to provide feedback on the product’s performance, including reporting issues, to help improve its functionality. 
• Due to the beta nature of the product, we do not guarantee uninterrupted or error-free service. 
• iDigital is not liable for any losses, including business interruption or reputational harm, arising from product issues during the beta phase. 
• You may cancel your subscription after your minimum contract term by providing written notice. 
• We reserve the right to end the beta testing phase or your participation in the program at our discretion, with 30 days’ notice. 
• As a beta product, AI Digital’s features, functionality, and terms may evolve during the testing period. By participating, you agree to potential adjustments or improvements made to the product. 
• Your feedback is invaluable to the development of AI Digital. By submitting feedback, you grant iDigital permission to use it to improve the product.  
• As a beta tester, you agree not to disclose proprietary details of the product to external parties.  
• Content Customization: AI Digital will generate content (text, video, and images) based on the provided triggers. You acknowledge that:  
  • The generated content may require edits or adjustments for accuracy, tone, or compliance with your brand standards.  
  • The quality of content may depend on the input provided during setup.  
• Posting and Approval:  
  • You may choose between two workflows: manual approval of posts before publishing or full automation by AI Digital.  
  • iDigital is not responsible for errors, unintended content, or timing issues in posts, especially if you opt for full automation.  
• Content generated by AI Digital is created for your exclusive use. Upon delivery, you own the rights to the content, subject to any third-party licensing restrictions (e.g., stock images or templates used in creation).  
• You agree not to resell or redistribute content created by AI Digital without prior written permission from iDigital.