These Terms and Conditions (Terms) apply to all marketing services provided by Chaze Digital ([LEGAL ENTITY NAME, e.g. Chaze Digital Limited], NZBN [NUMBER]) to its clients. By signing a proposal, paying an invoice, or instructing us to begin work, you accept these Terms.
Definitions
We, us, our — Chaze Digital.
You, Client — the person or business engaging our Services.
Services — the work described in your Proposal, which may include paid advertising, social media management, content and creative, websites and funnels, CRM and automation set-up (including GoHighLevel), and strategy.
Proposal — the quote, proposal, scope of work or service agreement we issue and you accept.
Deliverables — the materials we create for you as part of the Services.
Ad Spend — money paid to advertising platforms (such as Meta or Google) to run your ads. Ad Spend is separate from our fees.
If a Proposal conflicts with these Terms, the Proposal applies to that conflict.
2.Services and scope
We will provide the Services set out in your Proposal with reasonable care and skill, using our professional judgement on how the work is done.
Scope changes. Work outside the Proposal (extra campaigns, new platforms, additional revisions) is quoted separately. We will confirm the cost in writing before starting it.
Revisions. Each creative Deliverable includes [2] rounds of revisions unless the Proposal says otherwise. Further revisions are charged at [$X + GST] per hour.
Timeframes. Dates in a Proposal are estimates. We are not responsible for delays caused by late feedback, missing materials or platform review times.
Subcontractors. We may use trusted contractors to deliver parts of the Services. We remain responsible for their work.
3.Your responsibilities
You agree to:
Give us timely access to the accounts we need (such as Meta Business Manager, Google Ads, website and CRM logins), with the correct permission levels.
Supply accurate information, brand assets and materials, and confirm you own them or have the right to use them.
Review and approve Deliverables within [5] business days. Work not commented on within that time is treated as approved.
Make sure your offers, pricing and claims in ads are true and comply with the Fair Trading Act 1986 and any industry rules that apply to you.
Follow up promptly on leads we generate. Lead conversion depends on your sales process.
4.Fees, payment and ad spend
All prices are in New Zealand dollars and exclude GST unless stated.
Set-up and project fees are invoiced [50% upfront and 50% on completion].
Monthly retainers are invoiced monthly in advance. Work starts once the first payment clears.
Payment terms. Invoices are due within [7] days of the invoice date.
Late payment. We may charge interest on overdue amounts at [X]% per month, and recover reasonable debt collection costs. If an invoice is more than [14] days overdue, we may pause the Services, including live ad campaigns, until it is paid.
Ad Spend is paid by you directly to the advertising platform, using your own payment method, unless we agree otherwise in writing. You are responsible for all Ad Spend charged to your accounts.
Price changes. We will give you at least [30] days' written notice before changing retainer fees.
No refunds are given for work already performed or time already spent, except where required by law.
5.Results and third-party platforms
We do not guarantee specific results, such as a number of leads, sales, rankings or a return on ad spend. Marketing results depend on factors outside our control, including your offer, pricing, competition, market conditions and platform algorithms.
Our Services rely on third-party platforms such as Meta (Facebook and Instagram), Google, TikTok and GoHighLevel. We are not responsible for:
Ad rejections, account restrictions or suspensions imposed by a platform.
Platform outages, policy changes, pricing changes or data loss.
Changes to how platforms report or attribute results.
Your use of those platforms is also governed by their own terms. Any GoHighLevel sub-account or software we provide is supplied for use during the engagement only, unless the Proposal says otherwise.
6.Intellectual property
Once you have paid all amounts owing for a Deliverable, you own the final approved version of it.
What we keep. We keep ownership of our pre-existing materials, templates, processes, automations, know-how, and any drafts or concepts you did not select. Where these form part of a Deliverable, you receive a non-exclusive licence to use them for your business.
Your materials. You keep ownership of everything you supply to us, and you allow us to use it to deliver the Services.
Third-party assets. Stock images, fonts, music and software are licensed under their providers' terms.
Portfolio. We may show your Deliverables and results in our portfolio, website and case studies, unless you tell us in writing not to.
7.Confidentiality and privacy
Each party will keep the other's confidential information private and use it only for the engagement. This does not apply to information that is already public, or that must be disclosed by law.
Customer data. Where we handle personal information about your customers or leads (for example, in your CRM), we do so on your behalf and only to deliver the Services. We will protect it with reasonable security safeguards in line with the Privacy Act 2020.
Your obligations. You are responsible for having a lawful basis to collect and use that data, including a privacy policy and any consents needed for marketing emails and texts under the Unsolicited Electronic Messages Act 2007.
Breaches. We will tell you promptly if we become aware of a privacy breach affecting your data.
Our privacy policy is available at [WEBSITE URL].
8.Liability and indemnity
Our total liability to you for any claim related to the Services is limited to the fees you paid us in the [3] months before the claim arose.
Indirect loss. We are not liable for loss of profits, revenue, data, goodwill or opportunity, or any indirect or consequential loss.
Business use. You acquire our Services for business purposes. To the extent permitted by law, the Consumer Guarantees Act 1993 does not apply, and both parties agree that sections 9, 12A, 13 and 14(1) of the Fair Trading Act 1986 do not apply, as it is fair and reasonable to contract out of them.
Indemnity. You indemnify us against claims arising from the materials you supply, the claims and offers in your ads, or your breach of these Terms or the law.
Nothing in these Terms limits liability that cannot be limited by law.
9.Term, termination and disputes
Retainers run for the minimum term in your Proposal (default [3] months), then continue month to month.
Ending a retainer. After the minimum term, either party may end it with [30] days' written notice.
Ending for breach. Either party may end the engagement immediately by written notice if the other seriously breaches these Terms and does not fix it within [14] days of being asked.
On ending. You pay for all work done and costs incurred up to the end date. Once paid, we hand over your Deliverables and return admin access to your ad and social accounts. A GoHighLevel sub-account we host can be transferred or exported on request [for a fee of $X].
Disputes. We will first try to resolve any dispute by good-faith discussion. If that fails within [20] business days, either party may refer it to mediation in Auckland before going to court.
10.General
Governing law. These Terms are governed by New Zealand law, and the New Zealand courts have jurisdiction.
Changes. We may update these Terms by giving you [30] days' written notice. The version in force when a Proposal is signed applies to that Proposal until it is renewed.
Non-solicitation. During the engagement and for [6] months after, you agree not to directly hire our staff or contractors who worked on your account without our written consent.
Force majeure. Neither party is liable for delays caused by events beyond its reasonable control.
Entire agreement. These Terms and your Proposal are the whole agreement between us about the Services.
Severability. If any part of these Terms is unenforceable, the rest still applies.
Contact
Chaze Digital · [ADDRESS] · [EMAIL] · [PHONE] · [WEBSITE]