Introduction

These Terms and Conditions of Trade ("Terms") apply to all services provided by Admired Digital Limited ("The Company") to its clients ("The Client"). These Terms shall apply to all services provided by The Company unless otherwise agreed in writing.

Agreement

Admired Digital Limited ("The Company") is in the business of providing Digital Marketing, Search Engine Optimisation (SEO), Google Ads Management, Social Media Marketing, Website Development, Website Maintenance, Content Marketing, Digital Advertising, Consulting, and related advisory services to businesses.

The Company agrees to provide services as outlined in any proposal, quotation, invoice, service agreement, statement of work, email confirmation, or order details accepted by The Client, in return for payment of the agreed fees and charges and subject to these Terms and Conditions.

Payment

The Client shall pay all fees outlined in the applicable proposal, quotation, invoice, service agreement, or statement of work.

GST shall be payable in addition to the quoted amount when applicable.

Invoices will generally be issued monthly in advance and are payable on or before the due date specified on the invoice.

Payments for The Company's services are non-refundable and must be made in full without deduction, set-off, withholding, or counterclaim unless otherwise agreed in writing.

Where a discount has been granted, the discount remains conditional upon all invoices being paid by their due dates. The Company reserves the right to withdraw any discount and charge the standard rate if payment is not received on time.

Logins and Access

The Client agrees to provide The Company with all access, permissions, credentials, information, and authorisations required to perform the agreed Services.

This may include access to:

* Google Analytics

* Google Ads

* Google Search Console

* Website administration systems

* Social media accounts

* Hosting accounts

* Domain management platforms

* CRM systems

* Email marketing systems

The Company shall not be liable for delays, interruptions, or reduced performance resulting from The Client's failure to provide timely access or information.

Reporting and Performance of Services

The Company agrees to keep The Client informed of progress through reporting and communication at agreed and reasonable intervals.

The Client acknowledges that reporting, consultation, meetings, strategy discussions, implementation, and account management form part of the Services provided.

The Company makes no guarantee regarding:

* Search engine rankings

* Website traffic

* Leads generated

* Sales generated

* Advertising performance

* Return on investment

* Business growth outcomes

All digital marketing activities are influenced by numerous external factors outside The Company's control.

Minimum Terms, Continuation, Termination and Suspension

Where a minimum service term has been agreed, The Client shall remain liable for all fees during that minimum term.

Following the expiry of any minimum term, either party may terminate the agreement by providing one (1) calendar months' written notice.

If termination notice is given during a minimum term, notice periods may run concurrently with the remaining minimum term.

Termination shall not affect:

* Outstanding fees

* Accrued rights

* Existing liabilities

* Any obligations intended to survive termination

The Company reserves the right to suspend Services where:

* Invoices remain unpaid beyond their due date;

* The Client breaches these Terms;

* The Client removes required access or authorisations;

* The Client's actions prevent The Company from performing the agreed Services.

Suspension shall not release The Client from payment obligations.

Service Delays and Pauses

The Client may request a temporary pause or delay of Services subject to The Company's written approval.

During any agreed suspension period:

* All third-party costs remain payable.

* The Company may charge up to 25% of the normal service fees to retain allocated resources and account management capacity.

Variation of Fees and Services

Any variation to Services, budgets, fees, deliverables, or scope must be agreed in writing by both parties.

Where service reductions are requested, The Company may require two (2) calendar months' notice to accommodate operational planning and resource commitments.

Confidentiality

Both parties agree to keep confidential all non-public information disclosed during the course of the business relationship.

Neither party shall disclose confidential information to any third party except:

* With prior written consent; or

* Where required by law.

These obligations survive termination of the agreement.

Copyright and Intellectual Property

All intellectual property owned by either party prior to commencement of Services remains the property of that party.

All work, reports, content, websites, graphics, advertising assets, campaigns, documents, software, code, domain names, and related deliverables created by The Company remain the property of The Company until all associated invoices have been paid in full.

Upon full payment, ownership of agreed deliverables shall transfer to The Client unless otherwise stated in writing.

The Company retains ownership of its methodologies, systems, processes, templates, know-how, training materials, software tools, and proprietary intellectual property.

Third-Party Services

The Client acknowledges that The Company may utilise third-party platforms and providers including Google, Meta, Microsoft, LinkedIn, TikTok, WordPress, Squarespace, Shopify and similar services.

The Company shall not be liable for any loss arising from:

* Platform outages

* Algorithm updates

* Account suspensions

* Policy changes

* Third-party service interruptions

Any advertising spend, software subscriptions, hosting fees, domain renewals, or third-party costs remain the responsibility of The Client unless otherwise agreed in writing.

Limitation of Liability

To the fullest extent permitted by law, The Company's liability for any claim shall be limited to the fees paid by The Client for Services during the two (2) months immediately preceding the event giving rise to the claim.

The Company shall not be liable for any indirect, consequential, special, incidental, economic, or punitive loss, including loss of profits, revenue, business opportunities, data, goodwill, or anticipated savings.

The Client indemnifies The Company against all claims, liabilities, damages, costs, and expenses arising from information supplied by The Client, The Client's business activities, or The Client's use of the Services.

The Client confirms that all Services are acquired for business purposes and that the Consumer Guarantees Act 1993 shall not apply.

Privacy

The Company shall collect, use, store, and manage personal information in accordance with applicable New Zealand privacy legislation, including the Privacy Act 2020.

The Client authorises The Company to collect and retain information reasonably necessary to provide Services and administer accounts.

Entire Agreement

These Terms, together with any accepted proposal, quotation, invoice, statement of work, service agreement, or written variation, constitute the entire agreement between the parties and supersede all previous discussions, negotiations, representations, and understandings.

Modifications

No amendment or variation of these Terms shall be effective unless agreed in writing by both parties.

Electronic acceptance, electronic signatures, and email approvals shall be deemed valid and binding.

Disputes

The parties agree to first attempt to resolve disputes through good-faith negotiation.

If the dispute cannot be resolved, the parties agree to submit the matter to mediation before commencing court proceedings.

Where mediation is unsuccessful, disputes may be referred to arbitration under the Arbitration Act 1996.

Force Majeure

The Company shall not be liable for delays or failure to perform obligations caused by circumstances beyond its reasonable control, including natural disasters, internet outages, cyber incidents, pandemics, government restrictions, labour disputes, or third-party provider failures.

Governing Law and Jurisdiction

These Terms shall be governed by and interpreted in accordance with the laws of New Zealand.

The parties submit to the exclusive jurisdiction of the courts of New Zealand.

Acceptance

The Client shall be deemed to have accepted these Terms when:

* Signing a proposal, quotation, invoice, or service agreement;

* Providing written or email approval;

* Making payment; or

* Instructing The Company to commence work.

Such acceptance constitutes full agreement to these Terms and Conditions.