Online Marketing Specialists NZ (referred to as “we”, “us”, “our”, or the “Company”) provides a range of web and digital marketing services. These Terms of Service consist of both an Acceptable Use Policy (AUP) and Web and Digital Marketing Services Terms (Service Terms).

By using our services, you (the “Client” or “Customer”) accept these Terms of Service in full. We reserve the right to change and update these Terms at any time, effective upon updating this page. By continuing to use our services, you agree to these changes.

Acceptable Use Policy (AUP)

This policy is designed to help protect our customers, ourselves (Online Marketing Specialists NZ), and the Internet community as a whole, from illegal and irresponsible activities. The list of prohibited activities below is a non-exclusive list of the actions prohibited by us.

Prohibited Uses of Our Systems and Services

You may not use our services in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You may not use our services to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You may not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our services without our express written consent.

You may not use our services to transmit or send unsolicited commercial communications (spam).

You may not attempt to gain unauthorised access to any computer resource or any account not belonging to you (e.g., “cracking”, “hacking”).

You are prohibited from attempting to obtain or obtaining a service in any way or by any means with the intent to avoid paying for the service.

You are prohibited from altering, accessing, destroying, or attempting to do any of these things, with the information belonging to any of our customers or end-users in any way whatsoever.

You are prohibited from knowingly engaging in any activities designed to harass, or that will cause a denial-of-service (e.g., synchronized number sequence attacks) to any other user whether on our network or on another provider’s network.

You warrant and represent that your user content will comply with this Acceptable Use Policy.

Content Standards

Your content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or us or a third party (in each case under any applicable law).

Your content transmitted via the services and use of our services must not: (a) be libellous or maliciously false; (b) be obscene or indecent; (c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right; (d) infringe any right of confidence, right of privacy, or right under data protection legislation; (e) constitute negligent advice or contain any negligent statement; (f) constitute an incitement to commit a crime; (g) be in contempt of any court, or in breach of any court order; (h) be in breach of racial or religious hatred or discrimination legislation; (i) be blasphemous; (j) be in breach of official secrets legislation; (k) be in breach of any contractual obligation owed to any person; (l) depict violence in an explicit, graphic or gratuitous manner; (m) be pornographic or sexually explicit; (n) be untrue, false, inaccurate or misleading; (o) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage; (p) constitute spam (Unsolicited Bulk Email or operating an account on behalf of, or in connection with, or reselling any service to, persons or firms listed in the Spamhaus Register of Known Spam Operations (ROKSO) database at www.spamhaus.org); (q) be offensive, deceptive, threatening, abusive, harassing, or menacing, hateful, discriminatory or inflammatory; or (r) cause annoyance, inconvenience or needless anxiety to any person. (s) interfere with the use of our network by other customers or authorised users.

Your content must be appropriate, civil, tasteful and accord with generally accepted standards of etiquette and behaviour on the internet.

You must not use our services to link to any website or web page consisting of or containing material that would breach the provisions of this Acceptable Use Policy.

You must not submit any content that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

We reserve the right to edit or remove any material submitted via our services, or stored on our servers, or hosted or published as part of our services.

Notwithstanding our rights under this Acceptable Use Policy in relation to content, we do not undertake to monitor the submission of such content, or the publication of such content, via our services.

Limitations on Services Provided by Us

The Service may only be used in a manner that is consistent with its purpose. We will determine whether this is the case at our sole discretion.

Warranties and Liability

You acknowledge that some of the information published via our services is submitted by users, and that we do not usually review, approve or edit such information. We do not warrant the completeness or accuracy of the information published via our services; nor do we commit to ensuring that the services remain available or that the material is kept up-to-date.

To the maximum extent permitted by applicable law, we exclude all representations, warranties and conditions relating to our services and the use of our services (including, without limitation, any warranties implied by law of satisfactory quality, fitness for purpose and/or the use of reasonable care and skill).

Limitations and Exclusions of Liability

Nothing in this Acceptable Use Policy will: (a) limit or exclude our or your liability for death or personal injury resulting from negligence; (b) limit or exclude our or your liability for fraud or fraudulent misrepresentation; (c) limit any of our or your liabilities in any way that is not permitted under applicable law; or (d) exclude any of our or your liabilities that may not be excluded under applicable law.

To the extent that any services are provided free-of-charge, we will not be liable for any loss or damage of any nature.

We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

We will not be liable to you in respect of any loss or corruption of any data, database or software.

We will not be liable to you in respect of any special, indirect or consequential loss or damage.

You accept that we have an interest in limiting the personal liability of our officers and employees. You agree that you will not bring any claim personally against individual officers or employees in respect of any losses you suffer in connection with our services or this Acceptable Use Policy.

Additional Obligations

It is your responsibility to comply with any instructions or requests made by us with regard to the hosting of your website, or your domain name or any other service in a timely fashion.

You are responsible for protecting your passwords and for any authorised or unauthorised use of our systems and/or networks. All actions resulting from your passwords being compromised will remain your sole responsibility.

You are responsible for all the content or information residing on, obtained or transmitted via the Service. You must provide appropriate protection to prevent minors (persons under 18 years of age) from accessing any unsuitable material published via any Service.

Your Responsibility for Your Users

You are responsible for the activities of your users and by accepting service from us, you agree to ensure that your customers/representatives and end-users abide by this Policy. If you violate our Acceptable Use Policy (AUP), we reserve the right to terminate your services or take action to stop you from violating our AUP as we deem appropriate, without notice.

Indemnity

You hereby indemnify us and undertake to keep us indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute on the advice of our legal advisers) incurred or suffered by us arising out of any breach by you of any provision of this Acceptable Use Policy, or arising out of any claim that you have breached any provision of this Acceptable Use Policy.

Breaches of Acceptable Use Policy

If you breach this Acceptable Use Policy in any way, or if we reasonably suspect that you have breached this Acceptable Use Policy in any way, we may: (a) send you one or more formal warnings; (b) temporarily suspend your access to our services; (c) permanently prohibit you from accessing our services; (d) bring court proceedings against you for breach of contract or otherwise; (e) suspend and/or delete your account; and/or (f) delete and/or edit any or all of your user generated content.

Web and Digital Marketing Services Terms (Service Terms)

These Service Terms contain the terms and conditions upon which we provide our services. We will ask you to agree to these Service Terms, and one or more Statements of Work, before we begin working with you.

1. Definitions and Interpretation

A comprehensive list of definitions is provided in the full agreement document. Key terms include:

Agreement: The entire contract formed by these Terms of Service and any agreed-upon Statements of Work, Proposals, or Orders.

Charges/Fees: The amounts payable by the Customer to the Company.

Client/Customer: The entity or individual purchasing the services.

Services: The Digital Marketing Services and advice provided by Online Marketing Specialists NZ.

Statement of Work (SOW): A document specifying the scope of the Services.

2. Engagement of Online Marketing Specialists NZ

These are the standard terms and conditions of Online Marketing Specialists NZ, a provider of internet marketing services in New Zealand. They apply to all products and services we provide.

Client's terms and conditions do not form part of this Agreement.

We perform our obligations as an independent contractor, not an agent or partner.

3. Term and Termination

The Agreement will come into force on the Effective Date and will continue indefinitely unless terminated.

If no fixed term contract applies, the client must give us at least 30 days written notice prior to cessation of services. Failure to do so may result in automatic monthly renewal.

Either party may terminate the Agreement immediately by written notice if the other party commits any material breach which is not remedied within 30 days, or in the event of an Insolvency Event.

4. Services

We will provide the Services specified in the applicable Statements of Work during the Term.

5. Customer Obligations

The Customer will provide us with all co-operation, information and documentation reasonably required for the provision of the Services.

The Customer is responsible for obtaining suitable licences for any required third party software.

The Customer must not resell or otherwise provide the Services to any third party without our prior written agreement.

6. Charges and Payment

We will issue invoices for the Charges in accordance with the SOW.

The Customer will pay the Charges within 14 days of the date of issue/receipt of an invoice, or as otherwise set out in the SOW.

All Charges are in New Zealand dollars and are stated exclusive of GST, unless otherwise indicated.

If payment is late, we may charge interest at a rate of 5% per year above the floating base rate of BNZ Bank, New Zealand.

We may vary the Charges at our discretion by giving not less than 14 days' written notice.

7. Digital Marketing Services (Web Marketing)

We will promote the Promoted Website as specified in the SOW, which may include SEO, content creation, link building, paid advertising, and email marketing.

Customer Responsibilities: You must provide us with the ability to access and make changes to the Website, assist in keyword targeting, and grant us direct access to analytical data.

Intellectual Property Rights: All Intellectual Property Rights in any works arising in connection with the performance of the Web or Digital Marketing Services by the Company will be the property of the Company. We grant you a non-exclusive royalty-free licence to use any modifications we make to your Website.

Customer Acknowledgements:

You acknowledge that search engine algorithms will change, and we have no control over this.

We do not warrant that any particular results will be achieved through the Web Marketing Services, and failure to meet specific targets will not constitute a breach of the Agreement.

8. Paid Advertising Management

We will set up and manage paid advertising campaigns across various networks (e.g., Google, Facebook, etc.).

Media Costs: Costs associated with media and clicks are generally charged directly by the respective platform to the Client. The Client authorizes us to provide card details to the advertising platform for this purpose. We are not liable for any incorrect payments charged by these third-party platforms.

Account Ownership: Paid platform accounts initially set up by us are our property. Upon termination, the Client may apply to transfer ownership if the term is realized, and all invoices have been paid in full.

9. Development Services

Where applicable, we will design, develop, and deliver the Deliverables (e.g., website, software) in accordance with the SOW and Specification.

Acceptance: The Deliverables are subject to an Acceptance Period for testing. They are deemed accepted if you do not provide a written notice of non-acceptance within the period, or if you publish or use the Deliverables for any purpose other than testing.

Intellectual Property: Upon acceptance and full payment, we assign to you all Intellectual Property Rights in the Design Elements of the Deliverables. Intellectual Property in the Software Elements remains our property, licensed to you for use.

10. Hosting, Support, and Domain Name Services

Specific terms for Hosting, Support and Maintenance, SSL Certificate, and Domain Name Services are detailed in the full agreement document (Schedules 2, 3, 4, 5). Key points include:

Hosting: We provide hosting on shared servers. We will use reasonable endeavours to maintain the specified availability level but may suspend services for scheduled maintenance.

Support: We will provide helpdesk support during Business Hours. There are limits on the scope of free support and maintenance.

Domain Name: We attempt to register domain names but do not warrant that we will be able to do so. Domain Name Charges are generally non-refundable. You are responsible for ensuring renewal and payment of renewal charges.

11. Data Protection and Privacy

The Client warrants it has the legal right to disclose all Personal Data to the Company and has obtained all necessary consents under the Privacy Act 2020.

The Client confirms they have read and agree to our separate Privacy Policy.

12. Confidentiality

Each party will keep the Confidential Information of the other party confidential and will not disclose it except as necessary for the performance of the Agreement or as required by law.

13. General Provisions

Non-solicitation: The Customer will not, during the Term or for 6 months after the end of the Term, solicit the business of our clients or employ or solicit any of our employees or contractors.

Entire Agreement: This Agreement constitutes the entire agreement between the parties in relation to your use of our services.

Law and Jurisdiction: This Agreement will be governed by and construed in accordance with New Zealand law, and any disputes will be subject to the non-exclusive jurisdiction of the courts of New Zealand.

14. Support

If you have a question about any of the Terms and Conditions, please contact our team.