Agreement
Please read through these Terms and Conditions carefully before using Marketing Leads Ltd. T|A Lime Digital’s services. By engaging in services with Lime Digital, you agree to be bound by these Terms and Conditions. These Terms and Conditions are subject to change and it is your responsibility to check any changes.
The terms “Lime Digital”, “we”, “us” and “our” in this document refers to Marketing Leads Limited, a legal entity whose employees have limited liability, as defined in the New Zealand Companies Act 1993.
Moral Duty of Care
Lime Digital is a Digital Marketing Agency that employs industry best practices to provide products and services to a reasonable standard of quality in a professional and timely manner. Unless specifically agreed prior, Lime Digital is the sole arbiter of product and service suitability.
Website & Email Services
Transfer of Ownership
1.1 Risk in and title to products and services provided to you by Lime Digital shall pass to you upon receipt of cleared funds for all balances due in respect of such Products and Services. This includes hosting services for websites and email systems managed by Lime Digital on your behalf.
Pricing
2.1 Because Lime Digital’s services are highly personalised to each customer, prices shown on our website, downloadable brochures and other marketing collateral are to be treated as estimates only, not as exact offers or final quotes. All prices exclude GST unless otherwise stated. Any quote you receive from Lime Digital is open for acceptance for up to 2 working weeks.
2.2 Lime Digital reserves the right to change any prices at any time for any reason. If you are an existing customer, Lime Digital will inform you of any pricing changes with at least 30 days’ notice. Some of Lime Digital’s services require paying third party service providers on your behalf. Lime Digital is not responsible for any pricing changes made by these third party service providers.
2.3 Please note that, although Lime Digital usually provides accurate estimates, prices for website and related services can be subject to change after work has commenced if there is a change of scope, strategy or time spent on the project.
Liability
3.1 Lime Digital shall not be liable for any loss of profit, loss of business revenue, loss of potential savings, loss of goodwill, or for any indirect or consequential loss or damage or for any third party claims howsoever arising in connection with this Agreement or the products and/or services whether in contract, tort or otherwise.
3.2 Lime Digital is not liable for any problems with and/or detriment to your email resulting from your email client’s services and/or servers not being stable, secure and/or functioning correctly. Lime Digital strongly recommends you use Gmail as your email client and in doing so ensure that you read and agree to Google’s terms and conditions.
3.3 If you leave Lime Digital as a service provider, it is your responsibility to ensure that all your accounts, products and assets under Lime Digital’s management are carefully transferred to the new owner or manager.
Hosting Services
4.1 Lime Digital does not directly host the websites it creates and/or manages, and therefore cannot be responsible for any hosting changes, errors or downtime.
4.2 Lime Digital uses Amazon Web Services for website hosting and must follow their prescribed service terms.
4.3 Monthly or annual payments of hosting will not be refunded if cancelling early
4.4 30 days notice for cancellation is required.
4.5 If we inherit a website on our hosting environment, any malicious malware will need to be removed at the customers expense
Advertising Services
Campaign Budgets
1.1 Some services require Lime Digital to set up expense accounts for customers with third parties. Lime Digital has a moral duty of care to ensure all third party expense information is accurate but is not responsible for errors which may incur as a result of those items outlined in the section of this agreement on Errors, Accuracy and Compatibility.
Automatic Payments to Ad Platforms
2.1 Using online advertising platforms like Google Ads and Meta Advertising accrues a monthly balance that you automatically pay each month. Lime Digital will set up these automatic payments on your behalf. Lime Digital does not take a commission on any of these automatic payments, they are paid directly to the advertising platform provider (e.g. Google or Meta). These automatic payments are completely separate to Lime Digital’s campaign setup and monthly maintenance fees.
2.2 It is your responsibility to ensure that your credit card is valid and has sufficient funds to make these automatic payments each month. Otherwise, a manual payment will be required which may cause the advertising platform provider to pause your advertisements. In cases like this, Lime Digital will not be responsible for any advertising downtime.
2.3 In rare circumstances, Lime Digital will agree to carry your advertising costs paid to the ad platforms. These costs will need to be paid 5 working days in advance, and will incur a 5% service fee.
Ad Content and Approval
3.1 Lime Digital will send drafted image-based ads to you for approval. Please check all ad copy for typos, copyright infringements and other content that need to be edited or removed. Lime Digital employs valuable IP and industry best practices when designing these draft ads, however, if you would like to request a round of modifications, please contact your account manager at Lime Digital. Lime Digital is happy to make a round of modifications to the ads we draft, however, Lime Digital reserves the right to reject additional modification requests that it deems as nonsensical, unproductive, or cyclical. Once ads have been approved by you, Lime Digital is not liable for any detrimental effects due to the ads not being accurate or satisfactory in any way.
3.2 Usually, Lime Digital will also create text-based ads and it is your responsibility to check that these ads are accurate and satisfactory. Lime Digital will manage the performance of these ads and test variant ads, however, we are not obligated to notify you of any changes to text-based ads.
3.3 When creating any ads for your campaign(s), Lime Digital is not responsible for using any information from your website or other marketing collateral that is inconsistent, inaccurate or misleading. Lime Digital is also not responsible in the unlikely event that your ads run against keywords or alongside content that is irrelevant, offensive, obscene, or otherwise objectionable.
Minimum Management Term
4.1 New advertising customers are required to commit to a minimum period of 3 full months of management services. After the first 3 months the agreement period is set out with a minimum quarterly term.
a. Initial quarterly term offered at annual rate
b. Annual rate at $150/hour
c. After 3 month trial period, option of locking in the remaining 9 of the 12 month contract at annual rate, or monthly management at a $180/hour
d. Following the first year, commitment options are 12 months or monthly
e. If you decide to cancel the marketing commitment early, you can cancel by paying a cancellation fee of 20% of the remaining agreed futures
f. If cancelling when on a month on month term, we require 30 days notice before cancelling
g. Applies to all marketing activities: SEO, Google Ads, Organic Social Posting, EDM and Social ads
Search Engine Optimisation
5.1 Guest posts may not be delivered in the month which they are paid for
5.2 Payments for Foundation SEO will be 50% deposit to initiate the work and 50% balance when completed
5.3 The client needs to review, feedback or approve all work provided to them within a reasonable timeline so as to not delay the project timelines or affect the bill cycle. In the instance that lime digital is waiting for feedback from a client that is crucial to delivering campaign objectives, this will in no way affect the due dates of invoices to be paid in line with delivering services. All invoices will be due on the dates agreed in line with the marketing activity, regardless of whether or not the work has been completed due to waiting for feedback from the client
5.4 No guarantees of rankings or performance will or can be made
Creative Services (Branding, Graphic Design and Copywriting)
Services
1.1 We may provide you with the following services: Brand Development, Graphic Design, Copywriting and Project Management.
a. We will agree with you on a Project Brief for any proposed project.
b. You agree to ensure that all information and resources are made available in a timely manner so as to enable us to fulfil our obligations under the Project Brief.
c. We will use reasonable endeavours to deliver our services to you in accordance with the Project Brief.
d. The Project Brief is based on the information that you provide us. Therefore, you must ensure that you fully brief us on all matters. If you do not, the agreed cost of the Project Brief may change (see clause 2.1)
Project Changes
2.1 Sometimes projects require changes which were not factored at the outset or you may request changes to the design or development of your Project. If this occurs both parties will be required to agree upon a written variation (including, if necessary, a price variation)
2.2 Any changes required will become part of the Project Brief for that project.
2.3 If we cannot agree on a variation (including the price of the variation), the services will continue in accordance with the Project Brief.
Assurance
3.1 We assure that we will provide all of our services with care and skill that can be expected from a professional design agency.
3.2 Note that this assurance does not extend to any deviations caused by your negligence, misuse, alterations or modifications made by you that we have not agreed in writing.
3.3 You agree that to the extent that the Services are purchased by you for the purpose of your business, the provisions of the Consumer Guarantees Act 1993 do not apply.
Intellectual Property
4.1 Unless otherwise agreed in writing:
a. Notwithstanding that you may have commissioned us to design or otherwise create concepts for you, we retain the right to use any design, concept, idea, expression of an idea or other form of intellectual property that might exist within our Services for all purposes in all jurisdictions.
b. Provided you meet your payment obligations for the Design, Consulting and Marketing, you are granted all Intellectual Property rights (including copyright) in the Content Materials provided as part of the Content Service.
Liability
5.1 We do regular backups of all our files, however upon completion of work, it is your responsibility to ensure copies & backups of any files have been made.
5.2 The customer agrees that Lime Digital is providing the Services in compliance with the customer’s instructions. The customer expressly agrees and acknowledges that the Company shall not be liable for any loss, damage or otherwise caused to the customer or to any third party as a result of carrying out the customer’s instructions.
5.3 Any advice, recommendation, information, assistance or service (“Customer Information”) provided by Lime Digital is given in good faith and is believed to be appropriate and reliable. Any Customer Information provided and any statements or representations made by Lime Digital in relation to the Services is made without liability or responsibility on the part of the Company and this provision precludes any court from enquiring or determining the questions referred to in Section 4 of the Contractual Remedies Act 1979.
5.4 On occasion we may not be able to fulfil our responsibilities through no fault of our own. Therefore, we are not responsible for any failure or delay to perform our obligations due to events beyond our reasonable control or failure by you to perform any of your responsibilities under this agreement.
5.5 The Customer acknowledges that all statutory and common law warranties and/or guarantees including, but not limited to, those contained in the Sale of Goods Act 1908, are to the maximum extent permitted by law, excluded and that Lime Digital shall have no liability whatsoever to the Customer thereunder.
Payment
6.1 The following payment terms apply to all work agreed to under the Project Brief:
a. Unless otherwise agreed all invoices are payable on the 20th of the month following the invoice date.
b. The prices in the quotation are in NZD and exclude GST. (Unless otherwise indicated).
6.2 Our hourly rate is $180 plus GST. Our deposit charge per job is 50% of the total cost including GST, unless otherwise stated.
6.3 If you do not pay us on time, we may charge you interest at 5% of total outstanding, calculated and compounded monthly.
6.4 If we have to use a third party such as a debt collector to collect any money owed by you, all collection costs will be included.
6.5 Where the duration of a project goes over a month, a progress invoice may be sent at the end of the month for work completed to date.
6.6 We reserve the right to cease work on a partially completed project until invoiced progress payments have been made.
Confidentiality
7.1 Each party will keep all information about the Project Brief, our Services (where applicable) and other information that is confidential to the other party (“Confidential Information”) confidential and will not disclose this information to a third party without the consent of the other party.
7.2 Unless we agree in writing, we will each use any Confidential Information belonging to the other party only for the purposes of fulfilling our obligations to each other under the Project Brief and as permitted in these Terms.
Cancellation
8.1 If you cancel a project prior to completion, you are obligated to pay us for all work completed on the project prior to cancellation.
8.2 We may terminate the Project Brief by providing written notice if the other party has either:
a. been placed in receivership or liquidation or entered into a composition with its creditors or become insolvent or bankrupt
b. breached a term of the Project Brief, these Terms and failed to remedy such a breach after being given written notice allowing at least 30 days to remedy the breach.
8.3 We may delete all your data at the time that you cancel your services with us.
Marketing
9.1 You agree that we may include any work we develop for you (that is not commercially sensitive and in the public domain) in our marketing materials (such as our website).
Distribution, Storage and Use of Information
Information Provided by Lime Digital
1.1 Lime Digital provides you with information via its website (including links to other websites) and other marketing collateral. However, Lime Digital is not responsible for the outcomes of any decisions you make based on this information.
Historical Information and Inconsistencies
2.1 Lime Digital is not responsible for any information on its website, marketing collateral, brochures or policies (including these Terms and Conditions) becoming outdated or inconsistent with one another. Lime Digital reserves the right to update any of the aforementioned individually at any time, for any reason. If you identify any information that is outdated or inconsistent, you agree to inform Lime Digital.
Collecting and Sharing Messages, Content and Information
3.1 Lime Digital will not sell any of your information to anyone. You agree to let Lime Digital share your information with Lime Digital’s third party service providers for the purposes of ensuring services are completed efficiently and to a reasonable standard of quality (see the Third Party Websites, Services and Tools section). Lime Digital can not guarantee the security of the servers used by these third party service providers. If you wish for Lime Digital to withhold any information from our third party service providers, please state so when sharing the information with us.
3.2 Lime Digital reserves the right to store any of your information on local servers or via cloud services (e.g. Gmail). Lime Digital is not responsible for encrypting any of your information for any reason. Lime Digital is not responsible if your information is leaked due to a cyber attack or due to errors made by its employees.
3.3 If you make a review about Lime Digital on any platform (e.g. Google Maps), you agree to give Lime Digital permission to publish your review on Lime Digital’s website, advertisements, brochures and any other marketing collateral.
3.4 By engaging with a Lime Digital employee or representative regarding any of Lime Digital’s services via personal and/or electronic communications (e.g. email), you agree that all contents, information and/or assets are strictly confidential, privileged and/or otherwise protected from disclosure. You agree not to share any content, information and/or assets you receive with any person or entity without Lime Digital’s express permission. If you are not the intended recipient of any content, information and/or assets, you are not authorised to copy, share, or store them on a local, cloud or third party server. If you are not the intended recipient of any content, information and/or assets, you agree to inform the sender and delete any messages, content, information and/or assets. All Lime Digital employees and representatives use an email signature linking to Lime Digital’s Terms and Conditions, and Privacy Policy. It is your sole responsibility to stay up to date with the most recent version of these Terms and Conditions and Privacy Policy documents.
Account, Private and Personal Information
4.1 Any changes to any type of information relevant to Lime Digital’s services (e.g. street address, credit card expiry, branding, website URLs, product descriptions) must be communicated to Lime Digital within 2 working weeks. Lime Digital is not liable for any detrimental effects due to any information you provide being inaccurate, or becoming outdated or inconsistent.
Credit Card Information
5.1 Lime Digital recommends only sharing your credit card information over media which are not likely to result in the information being digitally stored (e.g. phone call). By agreeing to these Terms and Conditions, you give permission to Lime Digital to share and use your credit card information to third party service providers (e.g. Google Ads) on your behalf, as required to perform services.
5.2 If you share your credit card information over email, or any other media that may cause it to be stored on local or cloud servers, Lime Digital is not obligated to destroy the credit card information. If you wish for Lime Digital to destroy any credit card information that you believe may be stored on a local or cloud server that Lime Digital uses, please inform Lime Digital of the information you would like destroyed and where it is being stored.
5.3 Lime Digital exercises a moral duty of care to ensure your credit card information is stored, shared and used carefully, however, Lime Digital is not responsible if your credit card information is leaked due to a cyber attack or due to errors made by its employees.
General Conditions
Guarantees and Quality
1.1 Lime Digital makes several guarantees on its website and other marketing collateral, however, due to the nature of the software and algorithms used by third party service providers (e.g. Google), statistically significant improvements may take several weeks (e.g. Ads campaign performance) or months (e.g. search engine optimisation). For more assurance of quality, please read Lime Digital’s Customer Reviews On Google.
1.2 Because third party service providers (e.g. Google) and the markets they operate in are constantly evolving, Lime Digital cannot guarantee that the quality of its services will last indefinitely. Lime Digital cannot guarantee search engine rankings be maintained or improved as there are too many variables outside of our control. By agreeing to these Terms and Conditions, you accept that the quality and compatibility of Lime Digital’s products may be affected by new technology, legislation and other unforeseen factors.
1.3 The results of a service that Lime Digital offers is significantly dependent on other services that Lime Digital also offers. For example, a well-constructed Ads campaign with above average Quality Scores and Click Through Rates may have below average Conversions because the linked website is not at all optimised. For this reason, Lime Digital can not be responsible for products that underperform because other related assets have not been optimised. Lime Digital highly recommends enlisting our advised range of services to maximise synergistic benefits for your business.
Errors, Accuracy and Compatibility
2.1 Lime Digital can not guarantee all services will be completed without error. If you become aware of any errors of any nature, you must inform Lime Digital within 7 days. Lime Digital will correct any errors or inaccuracies but is not responsible for any adverse effect on web traffic, leads, sales, revenue or other qualitative or quantitative measure.
2.2 Lime Digital tests content on various popular internet browsers, platforms and/or applications, however Lime Digital cannot guarantee that its content will be supported by every browser, platform and/or application (and all of their versions).
Deadlines
3.1 Lime Digital is responsible for providing a realistic deadline, to the best of Lime Digital’s knowledge, for any service upon agreement. Specified deadlines are to be treated as estimates only and Lime Digital is not responsible for not completing any service within any specified deadline. Changes to any deadline must be communicated with the other party within 2 working weeks.
Changes to Services
4.1 Lime Digital’s services rely on third party service providers (see the Third Party Websites, Services and Tools section) and changes made by these third party service providers may require Lime Digital to change its services. Lime Digital reserves the right to change any service at any time for any reason.
Backing Up Existing Accounts and Data
5.1 Lime Digital’s services often require it to work with your existing accounts, files, data and other assets (e.g. Ads campaign, website CMS). Lime Digital will try to ensure none of your existing accounts, files, data and other assets are deleted or overridden, however, it is your responsibility to ensure these are backed up so nothing can be permanently lost or corrupted.
Cyber Attacks and Malicious Behaviour
6.1 You agree not to directly or indirectly disrupt our services, employees, clients or affiliates using computer viruses, worms, bugs, malware or any code of a disruptive nature. You agree to not directly, or via a third-party, infiltrate Lime Digital’s website, accounts and/or servers.
Third Party Websites, Services and Tools
7.1 Lime Digital uses third party service providers in order to provide its services (including but in no way limited to Google Ads, Facebook, Gmail and more). For privacy reasons, please ask Lime Digital for a full list of third party service providers that we will use to complete services for you.
7.2 By agreeing to these Terms and Conditions, you also agree to the Terms and Conditions of all our third party service providers, as noted above. Lime Digital may accept the Terms and Conditions of these third parties on your behalf and it is your responsibility to read and agree to the Terms and Conditions of these third parties.
7.3 You give permission for Lime Digital to create accounts with these third parties under your name, using any information you have provided (please see the Credit Card Information section for more details).
7.4 Lime Digital references third party tools on its website and other marketing collateral. You agree that, if you use any of these tools for any reason, it is at your own risk and Lime Digital accepts no responsibility.
Copyright, Trademarks and Intellectual Property
8.1 Lime Digital will create temporary and/or permanent copy and content for websites, ads and other services. In some cases, Lime Digital will explicitly ask for your approval before continuing with a service. Otherwise, it is your responsibility to check all copy and content, and inform Lime Digital of any errors, typos, infringements and/or other copy or content that needs to be edited or removed.
8.2 You agree to inform Lime Digital of any copyright and trademarks that should or should not be used in creating your website(s), advertisement(s) and/or other products. Lime Digital is not responsible for any copyright, trademark or intellectual property infringements in your products. Any content provided by you must not be plagiarised, misleading or inaccurate.
Billing
9.1 The majority of Lime Digital’s services and invoices are based on a 31 day calendar period and are invoiced in advance.
9.2 New advertising customers are required to commit to a minimum period of 3 full months of management services. After the first 3 months the customer has the option to continue for the remaining 9 of 12 months at the standard rate or go on a monthly plan at $180 p/h.
9.3 If the customer decides to go on a monthly plan, if you terminate any ongoing service (e.g. Ads management) after the first 5 business days of any month, Lime Digital reserves the right to charge you in full for that month. If you terminate any one-off service (e.g. Website build) before its completion, Lime Digital reserves the right to charge you in full, or in part, for any work already completed.
9.4 Lime Digital reserves the right to charge a fee for payments made to Lime Digital using a credit card (typically about 3%).
9.5 You have 7 days to make any payments, including deposits and progress payments, invoiced to you by Lime Digital. You agree to inform Lime Digital, within 7 days of being invoiced, of any failure to make a payment for any reason.
9.6 You agree to inform Lime Digital, within 1 working week, of any events or changes that affect your ability to pay foreseeable invoices in full and on time. This includes any existing financial hardships, relevant debts and/or cash flow problems.
Collecting Debt
10.1 If you do not complete any payment in full within 7 days of being invoiced, Lime Digital reserves the right to engage any debt collection agency. Lime Digital reserves the right to share any of your relevant information to a debt collection agency as required for them to perform their services. In the likely event that the debt collection agency takes a commission and/or charges any collection fees, you are liable for covering these costs. You therefore agree to pay any collection fees to either the debt collection agency or Lime Digital (as per Lime Digital’s circumstantial instruction), as well as reimburse Lime Digital for any commission the debt collecting agency takes. Lime Digital is not responsible for any adverse effects due to the debt collection process, including (but in no way limited to) harm to your credit ratings and any other collateral damage, whether foreseeable or not.
Returns and Refunds
11.1 Lime Digital is not responsible for not being able to complete or continue any service due to unforeseeable circumstances, including but in no way limited to damage to workplace, serious illness and natural disasters. Any deposits and/or progress payments made to Lime Digital are non-refundable, however, Lime Digital may refund any payment in full, or in part, at Lime Digital’s sole discretion.
Terminations and Refusal of Services
12.1 If you do not fully complete payments that Lime Digital has invoiced to you, if you breach any of these Terms and Conditions, or if you use Lime Digital’s products or services for illegal or unauthorised purposes, Lime Digital reserves the right to withhold and destroy any accounts, products and assets (see the Website Services section for more details).
12.2 Lime Digital reserves the right to refuse or limit service to anyone for any reason at any time. This may include individuals, groups or authorities outside of NZ.
12.3 You agree to give permission to Lime Digital to perform a credit check at any time. If Lime Digital’s services have already commenced before a credit check is conducted, Lime Digital reserves the right to terminate all current and future services if Lime Digital deems that you do not have the funds or capacity to complete all payment in full and on time.
12.4 If you leave Lime Digital as a service provider and take with you any products, accounts or content (or transfer them to another third-party), Lime Digital will not be liable for any decrease in performance, quality, compatibility and/or function.
FORCE MAJEURE
13.1 Neither party shall be liable to the other for failure or delay in the performance of any of its obligations under this Agreement for the time and the extent such failure or delay is caused by riots, civil commotions, wars, hostilities between nations, governmental laws, orders or regulations, embargoes, action of the government or any agency thereof, acts of God, unforeseen storms, fires, accidents, strikes, sabotage, explosion, or other similar or different contingencies beyond the reasonable control of the respective parties, provided that this Clause shall not apply in any way to and may not excuse any failure or delay in any payment required to be made under this Agreement.
