Terms of Engagement

Our terms
Quotations & fees
Invoicing
Change requests acknowledgement
Warranty period
Hosting
SSL certificates
Domain name registrations & renewals
Retainer hours & time allocation
AI-Generated Reports, Audits
Ad Account Access policy
Stopping & restarting a project
Retention of files and documents
Confidentiality
Complaints
Indemnity

Our terms

We value an ongoing relationship with you. These Terms are the core basis of that relationship and our commitment to you, to attend to your service requirements diligently, with an efficient, effective and professional service. These Terms of Engagement (“Terms”) apply in respect of all work carried out by us for you, except to the extent that we otherwise agree with you in writing.

Services

The services which we are to provide for you will be outlined in our proposal, statement of work or itemised quotation.
In some instances we may also outline work via email to you.

Client care

We are committed to doing our best to ensure that your needs are met. We will:

• Protect and promote your interests and act for you free from compromising influences or loyalties
• Discuss with you your objectives and how they should best be achieved
• Act competently, in a timely way, and in accordance with instructions received and arrangements made
• If requested, provide you with information about the work to be done and the way the services will be provided
• Protect your privacy and ensure appropriate confidentiality
• Treat you fairly, respectfully and without discrimination
• Keep you informed about the work being done and advise you when it is completed
• Charge you a fee that is fair and reasonable and let you know how and when you will be billed
• Let you know how to make a complaint and deal with any complaint promptly and fairly

The basis of our charges

Unless agreed otherwise our rates are based on the range of factors, including time, expertise, importance, urgency and results achieved. Details of our charges are available at any time. We also charge for administrative disbursements and travel expenses incurred on your behalf. These will be itemised separately, and we will notify you if any fees or disbursements need to be paid for in advance.

Quotations & fees

The fees which we will charge or the manner in which they will be arrived at, are set out in these terms or our subsequent quotation. If the agreement/quotation specifies a fixed fee, we will charge this for the agreed scope of our services. Quotations are based on information provided by the client at the time of quoting work. Any subsequent work which falls outside that scope or changes in the client’s instructions from originally stated requirements may incur extra charges. These charges are based on an hourly rate basis with minimum billable time blocks of 15 minute increments. Any later material supplied to us may also jeopardise any deadline that may have been agreed upon. Where our fees are calculated on an hourly basis, the hourly rates are set out in a quotation/invoice. The differences in those rates reflect the experience and specialisation of our professional staff.

Estimates

Estimates includes design, development, unit testing, deployment and acceptance support. We use our best judgment and experience when making estimates. However, estimates are just estimates. We’ll communicate with you as soon as we are aware that more or less time is required. We will then work with you to understand why the estimate was inaccurate and chart a course of action based on your input and approval. However, all logged hours will be billed accordingly.

Disbursements and expenses

In providing services we may incur disbursements or have to make payments to third parties on your behalf. These will be included in our invoice to you when the expense is incurred. We may require an advance payment for the disbursements or expenses which we will be incurring on your behalf.

Security

We may ask you to pre-pay amounts to us, or to provide security for our fees and expenses.

You authorise us:

• to debit against amounts prepaid by you; and
• deduct from any fees, expenses or disbursements for which we have provided an invoice

Invoicing

You will receive current month invoices and statements before the 6th day of every month, payment is due 14 days later on the 20th. Monthly invoices will be sent (via email) directly to your account contact with a statement following. Fees for larger projects will be split over 3 payments; 33% on kick off, 33% on design approval and 34% prior to go live of the project, or otherwise agreed upon in writing.

For more information about bill payments please visit www.nzdigital.co.nz/bill-payment

Retained services

We will invoice you for digital marketing campaigns monthly, in advance. Third party fees payable to relevant platforms are paid directly to each platform via a credit card which must be set up before the campaign starts. When you sign your contract we load your credit card against your file. You authorise us to use this to pay your monthly subscription, deduct our fees, expenses or any overdue fees. The client will be charged the agreed monthly amount for the subsequent months until the contract is complete. After the initial term, if you would like to cancel your marketing services we require written notice from you based on your contract. Where a contract or notice period is not present we require a minimum of 4 weeks notice coinciding with the end of a calendar month billing period. If you cancel before the minimum period is complete you agree to pay for the full campaign set-up. All assets created as part of the campaigns remain the property of NZ Digital unless purchased separately. In certain circumstances we allow pausing of marketing retainers. However we advise against this as it may have a negative effect on the campaigns resulting in lost momentum and poor results when you restart. We require 4 weeks written notice of a hold of services, you can pause your retainer for a maximum of 1 month during a 12 month period. We cannot put a retainer on hold within the first 6 months of the contract. If you would like to pause your retainer please speak with your account manager about your options. All retainer hours rollover a maximum of 3 months.

Ad spend carrying fee

Where NZ Digital pays advertising or media spend to third-party platforms (including but not limited to Google, Meta, LinkedIn, or TikTok) on the Client’s behalf, a carrying fee of 5% of that ad spend applies. This fee compensates NZ Digital for funding the ad spend prior to reimbursement by the Client. This carrying fee is separate from and additional to any management, service, or retainer fees payable under this agreement. It is calculated on the total ad spend paid by NZ Digital on the Client’s behalf during the relevant billing period and is invoiced together with the on-billed ad spend. The Client remains liable to reimburse NZ Digital for the full amount of ad spend paid on its behalf plus the 5% carrying fee. All fees are exclusive of GST, which will be added where applicable. Invoices for ad spend and the associated carrying fee are payable in accordance with the standard payment terms set out in this agreement.
NZ Digital reserves the right to require pre-payment of anticipated ad spend, or to pause or cease funding ad spend, where invoices remain unpaid.

Invoice disputes

We must be notified in writing within 5 calendar days from the date you first received the invoice.
The client shall identify the specific cause of the disagreement and shall pay when due that portion of the invoice, not in dispute.

For any queries on disputed invoices, please send to accounts via email at accounts@nzdigital.co.nz or complete a dispute form www.nzdigital.co.nz/invoice-dispute. Your queries will be redirected back to your account manager for resolution and where required the invoice will be amended for payment.

Overdue invoices

A late payment fee of 10% per month is added on overdue accounts.

Accounts not paid within 90 days will be forwarded to a debt collection agency Baycorp and the account holder will be responsible for paying any administration costs, collection costs and legal fees.

Debt collection clause

If at the end of the agreement there is an unsatisfied debt, then the client agrees that the client be liable for and pay for all costs of recovery of the debt, which costs shall be collected by a debt collection agency. Costs payable by the debtor shall include, legal fees, commissions, fees and disbursements, and/ or court filing fees and disbursements.

Change requests acknowledgement

When you engage NZ Digital you are paying for and will be provided professional advice. The advice is based on best practice, our experience and the insights gained from the delivery of hundreds of projects. You have the right as our client to request changes to what we advise. In some instances there maybe potential impacts on;

• Project costs
• Delivery timelines
• Performance & results
• Warranties of the work

Providing feedback work

We utilise a number of tools designed to allow simple and effective feedback, this in turn allows us to provide competitive pricing to you ‘our client’. The decision not to use these tools is yours. We reserve the right to charge additional time if feedback is given outside of these tools.

Logins

NZ Digital will need access to your website, social media profiles and any other relevant platform when carrying out the work agreed. Access will be given in a timely manner by you to cause no hold-ups in production of your campaign. NZ Digital will provide instructions on how to grant access where relevant.

Intellectual property

The client shall retain intellectual property/copyright for all finalised logos, drawings, photographs, designs, artwork, proofs and web sites prepared by NZ Digital Ltd for the work specified in this agreement. The client shall be entitled to use them only for the works and purpose for which they are intended. The client shall have no right to use any of this where any or all of the fees and expenses remain overdue or in default to NZ Digital Ltd. NZ Digital Ltd retain the right to use and promote the results, logos, drawings, photographs, designs, artwork, proofs and edits developed for the client for promotion purposes within their newsletters, website, portfolios and advertising or any other promotional material.

Acceptance of design and ideas

Whether accepted by the client or not, all work done in an experimental manner or to task completion, including any design, mock-ups, visuals and any other ideas shall be considered an order and charged for accordingly. Any concepts not accepted remain the property of NZ Digital Ltd. If work fails to meet your satisfaction, please contact NZ Digital Ltd within 5 working days so the matter can be resolved.

Warranty period

All development work undertaken on a clients behalf comes with a 3 month warranty period. Within this timeframe we will fix any issues or bugs directly related to the work completed. Outside of this period normal rate card fees apply, an estimate can be supplied on request. All project fees must be paid in full, no more than 15 days after the go-live of a project otherwise the warranty becomes void.

Hosting

All projects developed by NZ Digital are deployed to our hosting servers on go-live of the project. Hosting is charged monthly for a minimum term of 12 months. Our hosting plans can be viewed here. If you choose to host your own website we do not offer support for bug fixes in the warranty period nor support the code of the website. We also reserve the right to charge an access fee when we are engaged to complete work on an externally hosted website, this fee covers the additional time spent to set-up and access the external server.

Hosting Server & Internal Systems Access

To maintain the security and integrity of our hosting infrastructure, NZ Digital does not provide clients or external third parties with direct access to our hosting servers, infrastructure, or internal systems. This policy forms part of our risk management obligations and is necessary to maintain compliance with the conditions of our Technology Liability and Cyber Insurance cover. Where access or technical changes are required, these must be requested through NZ Digital and will be managed by our authorised team.

Cancellation of hosting services

Hosting fees are non-refundable and are renewed automatically monthly or yearly. If you would like to cancel your hosting services we require 90 days written notice from you. On request we will supply all website files providing your account with us is up to date. A website hosting transfer charge of $500 + GST will apply. This fee covers preparation and supply of a website deployment package and provision of relevant information to the new website hosting provider. Once you transfer your services to another provider we need written email confirmation from them or you advising us that the transfer is complete. We will not terminate your services prior to this final notification. Please note, if transferred any proprietary code developed by NZ Digital may not be accessible. Cancelling your hosting account removes your website’s files from our servers. Please be sure that you have copies of any files you want to keep before you cancel your account with us.

SSL certificates

All projects developed by NZ Digital have an SSL Certificate loaded at the time of deployment. SSL is security technology for establishing an encrypted link between a web server and a browser. SSL Ensures that all data remains private and integral Information can only be read and understood by the intended parties. These are renewed and applied every 12 months and the fees passed on. SSL costs can be viewed here.

Domain name registrations & renewals

We register and hold domains for our clients. As part of our service to you we renew these on your behalf before the expiry date. You will be invoiced each year for this service. If you would like to cancel your domain name renewal(s) we need to be notified at least 4 weeks before the expiry date. If you would like to transfer your domain services we need written confirmation from you. On receipt of this request we will supply the domain key (UDAI). Please note some charges may apply for domain key supply. Domain name fees are non-refundable. Please note, cancelling your domain may remove your website from being in a ‘live’ state. Please be sure that you have copies of any files you want to keep before you cancel your account with us.

Retainer hours & time allocation

NZ Digital operates on a flexible monthly retainer model. The agreed monthly hours are averaged across the duration of the engagement and are not necessarily used evenly month to month.

Due to the nature of digital marketing, certain phases of work may require a greater time investment upfront. This initial work is covered under the retainer and balanced over the term of the agreement.

The client acknowledges that:

• Monthly hours may vary depending on the stage of work or campaign requirements;
• Unused hours in any given month do not accumulate or roll over unless otherwise agreed in writing;
• Work completed in excess of the average monthly hours in one month may be offset by reduced hours in subsequent months, ensuring balance over the contract term.

This approach ensures we can deliver the most effective results when they are most needed.

AI-Generated Reports, Audits & Recommendations

Clients may choose to use artificial intelligence (AI) tools, automated auditing platforms, third-party software or similar services to review their website, SEO, digital advertising, analytics or other digital activity.

Information generated by these tools may be incomplete, inaccurate, taken out of context or based on generic recommendations that are not appropriate for the client’s specific website, marketing strategy, technical environment or business objectives.

Where a client provides NZ Digital with AI-generated or automated reports, recommendations, audits, issue lists or similar material and requests that we review, investigate, validate or respond to that information, this may require professional resource outside the agreed scope of work.

Any time spent by NZ Digital reviewing, interpreting, investigating, validating, responding to or implementing recommendations generated by AI or third-party automated tools may be charged at our standard hourly rates or deducted from available retainer hours, where applicable.

NZ Digital will use its professional judgement when determining whether any recommendation is relevant or appropriate. The existence of an issue or recommendation within an AI-generated or automated report does not necessarily mean that corrective work is required.

Where additional investigation or work is significant, we may provide an estimate or seek approval before proceeding.

Ad account access policy

Google Ads, Meta, TikTok, Snapchat, X and other paid advertising platforms

NZ Digital manages paid advertising through agency-level advertising infrastructure across the major platforms we work with.

This approach allows us to provide clients with secure, stable and professionally managed advertising environments while protecting campaign performance, billing, account integrity and the wider agency infrastructure used to deliver our services.

Why We Use Agency-Level Accounts

Managing advertising through NZ Digital’s agency infrastructure provides a number of operational benefits, including:

• Established and verified accounts: Our agency accounts maintain strong account standing and established platform history, helping reduce the risk of unnecessary restrictions, suspensions or account disruption.

• Faster support and issue resolution: Our agency relationships provide access to platform support, account representatives and escalation channels where available.

• Consistent campaign management: Centralised management allows our team to maintain consistent campaign structures, tracking, permissions and optimisation processes.

• Improved security: Access can be controlled and monitored across the accounts and platforms we manage.

• Centralised billing: Where applicable, advertising spend and payment methods can be managed securely through our agency billing processes.

Why Edit Access Is Restricted

Edit-level access to NZ Digital’s advertising infrastructure is restricted to authorised NZ Digital personnel.

Third-party access can create operational, security and financial risks, including:

• Unapproved changes to campaigns, budgets, audiences, conversion tracking or account settings.

• Changes that negatively impact campaign performance or reporting accuracy.

• Platform compliance issues caused by activity outside NZ Digital’s management processes.

• Unauthorised access to billing information, payment methods or other commercially sensitive information.

• Security risks that may affect other accounts connected to the agency’s advertising infrastructure.

Restricting access also forms part of NZ Digital’s internal security controls and helps us maintain the requirements associated with the Technology Liability and Cyber Insurance cover held by the agency.

These controls are designed to protect both NZ Digital and our clients by limiting unnecessary third-party access to systems responsible for advertising spend, customer data, tracking and digital infrastructure.

Who Can Receive Edit Access

Only authorised users with an @nzdigital.co.nz email address may be provided with edit or administrative access to advertising accounts managed through NZ Digital’s agency infrastructure.

This ensures that:

• Changes are made by authorised personnel.

• Campaign management follows NZ Digital’s internal processes.

• Account security and platform compliance are maintained.

• Billing and payment information remains protected.

• Our agency and clients remain appropriately protected under our security and insurance requirements.

Taking Over an Existing Advertising Account

Where a client already has an existing advertising account before engaging NZ Digital, we may migrate, connect or restructure that account within NZ Digital’s agency advertising infrastructure as part of the onboarding process.

This allows the account to benefit from the same agency-level management, support, security and operational processes as other accounts managed by NZ Digital.

Once an existing account has been transitioned into NZ Digital’s agency infrastructure, this Ad Account Access Policy applies.

As part of this process, existing user permissions may be reviewed or changed where required to ensure the account complies with NZ Digital’s security, access and insurance requirements.

Client Access and Transparency

Restricting edit access does not restrict a client’s ability to view or understand their advertising performance.

Clients can be provided with:

• View-only access to supported advertising platforms where appropriate.

• Live reporting through Looker Studio.

• Regular performance reporting and campaign reviews with their NZ Digital Account Manager.

Live Looker Studio Dashboard

Our live Looker Studio dashboard is generally the best way to access and review advertising performance:

https://datastudio.google.com/s/rfHIKeOrG60

The dashboard pulls directly from the advertising platforms and allows clients to review campaign performance across different metrics and date ranges without requiring edit access to the underlying advertising accounts.

Historical data can also be reviewed through the dashboard, providing ongoing transparency into campaign performance and results.

Protecting Client Accounts

These access controls are not intended to limit transparency or prevent clients from accessing their advertising data.

They are designed to ensure that accounts managed by NZ Digital remain secure, compliant and professionally managed, while reducing the risk of unauthorised changes, billing issues, security incidents or platform restrictions.

By maintaining controlled access to the advertising infrastructure we manage, NZ Digital can provide clients with a consistent level of security, accountability and campaign management while protecting both the client and the agency.

Duplication of website code or file supply

If requested we will supply duplicate code and design of a client built website for the purpose of duplication onto another domain. In this case a 25% fixed percentage of the original project fee is payable on file supply. If you would like a copy of your websites code for any other reason we require your account to be up to date before file supply.

Third party access

We don’t provide third-party access to a websites code or plugins. This is to maintain the security of your website and our hosting infrastructure. We are happy to work with third-party providers and add code or plugins as required. Please note in some instances there may be a charge for this work.

Code updates

When we undertake updates or development work on your website we may need to also update the framework, code and/or plugins to the latest versions. We will advise if this is required, some additional costs may apply. This includes legacy code conflicting with updated code.

Content management system use

Please note that the content management system of your website allows flexibility to manage simple content and image updates. It is not a total solution for updating 100% of the website’s content. Further to this some areas are complex and if updated can cause major issues with the look or performance of your website. Please only update areas you are familiar with and please don’t update the WordPress platform or plugins without prior discussion with us. If an issue arises with your website as a result of content management a charge may apply to revert changes and rectify any problems.

WordPress maintenance

Updates of the WordPress Framework and plugins used within your website are not included in the original website build price. In order to keep your website functioning effectively over time it will need to be updated, NZ Digital contact you annually about updates. Clients should not attempt to make these updates themselves. Doing so can create errors and incur additional costs to fix.

Suspensions & terminations

You may terminate our services at any time, providing 4 week’s notice. We may also terminate our services to you at any time with the same notice period. Any work commissioned by the client, and subsequently cancelled or suspended for more than 90 working days, NZ Digital Ltd will be entitled to payment in full for the portion of work completed up to the date of termination and all expenses incurred up to that date.

Stopping & restarting a project

If a project is left stagnant by the client and NZ Digital has not been able to do work on the project for a period of 8 weeks or more, this will incur extra charges to pick up the project again once the client is ready. This charge is to recap where the job was left and re-brief the team.

Retention of files and documents

You authorise us (without further reference to you) to destroy all files and documents for this matter (other than any documents that we hold in safe custody for you) 1 month after our engagement ends, or earlier if we have converted those files and documents to an electronic format and supplied to you.

Confidentiality

We will hold in confidence all information concerning you or your affairs that we acquire during the course of acting for you. We will not disclose any of this information to any other persons except within our agency, to the people who are providing services for you.

Complaints

We maintain a procedure for handling any complaints by clients, designed to ensure that a complaint is dealt with promptly and fairly. If you have a complaint about our services or charges, you may refer your complaint to the person in our agency who has overall responsibility for your work. If you do not wish to refer your complaint to that person, or you are not satisfied with that person’s response to your complaint, you may refer your complaint to any other partner.

Indemnity

The parties agree to indemnify the other party and each of its officers, employees and agents against any loss, damage, claim, action or expense (including legal expense) which the indemnified party suffers as a result of any of the following:

• a breach of this Agreement by the indemnifying party;
• inaccuracy of any materials or information supplied by the indemnifying party; and an infringement of any right of any third party (including any intellectual property rights) or any laws by use of any materials or information supplied by the indemnifying party

Any dispute will in the first instance be referred to mediation for resolution. In the event that resolution by mediation is not achieved to the satisfaction of both parties within 30 days of referral to mediation, either party may then take legal action to resolve the dispute. Nothing in this clause prevents us from taking legal action to enforce payment of any debt due, nor where required to seek interlocutory or injunctive relief.

If any provision of these terms is invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired. Failure by us to enforce any of these terms will not be deemed to be a waiver of any of our rights or obligations under these terms.

If you are not happy with the terms of engagement

You will let us know if any of these terms are unclear or you would like to alter the terms in any way. If your request is reasonable we will redraft them to ensure you are happy.