Terms and Conditions

Definitions

For the purposes of these Terms:

Business Day means any day other than a Saturday, Sunday, or public holiday in New Zealand.

Client means the individual, company, partnership, trust, organisation, or other legal entity purchasing or requesting Services from Tangaroa Digital Limited.

Confidential Information means any information disclosed by either party that is confidential in nature, including business information, pricing, strategies, marketing plans, customer information, technical information, trade secrets, financial information, software, passwords, and any information reasonably expected to remain confidential.

Deliverables means all work produced by Tangaroa Digital Limited under a Proposal, including but not limited to strategies, reports, creative assets, websites, landing pages, advertising campaigns, graphics, videos, written content, SEO work, analytics reports, marketing plans, and related materials.

Digital Assets include websites, domains, hosting accounts, advertising accounts, Google Ads accounts, Google Analytics properties, Google Tag Manager containers, Meta Business Manager assets, LinkedIn Campaign Manager accounts, social media accounts, Search Console properties, CRM systems, tracking pixels, marketing automation platforms, marketplace accounts, and similar digital properties.

Fees means all charges payable by the Client for Services, including project fees, consulting fees, recurring management fees, setup fees, approved variations, software costs, advertising management fees, and approved third-party expenses.

Proposal means any quotation, estimate, proposal, Statement of Work, project brief, email confirmation, online acceptance, or written agreement describing the Services to be provided.

Services means all professional services offered by Tangaroa Digital Limited, including but not limited to:

• B2B Digital Marketing
• SaaS Marketing
• FinTech Marketing
• Hospitality Marketing
• Education Marketing
• Search Engine Optimisation (SEO)
• Paid Advertising
• Google Ads Management
• Social Media Marketing
• Content Marketing
• Email Marketing
• Marketing Automation
• Website Design and Development
• Landing Page Development
• Conversion Rate Optimisation
• Lead Generation
• Analytics and Reporting
• Marketing Consulting
• Branding Strategy
• AI-assisted Marketing Services
• Any other services agreed in writing

Third-Party Platform means any external platform, application, marketplace, software provider, advertising network, analytics provider, hosting provider, payment gateway, or technology provider used in connection with the Services.

Acceptance of these Terms

You accept these Terms by:

• accessing or browsing our website
• submitting an enquiry
• requesting a quotation
• accepting a Proposal
• instructing us to begin work
• paying an invoice
• continuing to use our Services after receiving these Terms

Electronic acceptance, including acceptance by email, online approval, electronic signature, or payment of an invoice, is legally binding to the fullest extent permitted by applicable law.

About Tangaroa Digital Limited

Tangaroa Digital Limited is a New Zealand digital marketing agency providing strategic marketing services to businesses across multiple industries.

Our Services may include:

• B2B Marketing
• SaaS Marketing
• FinTech Marketing
• Hospitality Marketing
• Education Marketing
• Digital Strategy
• Search Engine Optimisation (SEO)
• Paid Advertising
• Search Advertising
• Social Media Marketing
• Content Creation
• Lead Generation
• Conversion Optimisation
• Website Design
• Website Development
• Marketing Automation
• AI Marketing Solutions
• Campaign Reporting
• Analytics
• Consulting
• Training
• Any other marketing-related professional services agreed in writing

Nothing on our website constitutes professional legal, accounting, taxation, financial, or investment advice.

Website Use

You agree to use this website lawfully and responsibly.

You must not:

• use the website for unlawful, fraudulent, or deceptive purposes
• interfere with the operation or security of the website
• attempt to gain unauthorised access to our servers, systems, or networks
• upload malicious software, viruses, ransomware, spyware, or harmful code
• copy, scrape, reproduce, distribute, modify, republish, or commercially exploit any website content without our prior written consent
• use automated tools to collect information from the website without permission
• impersonate another person or entity
• submit false or misleading information

We reserve the right to suspend or terminate access to the website where we reasonably believe these Terms have been breached.

Scope of Services

The Services provided by Tangaroa Digital Limited are tailored to each Client.

The exact Services, Deliverables, timelines, Fees, milestones, responsibilities, and commercial terms will be set out in the applicable Proposal or Service Agreement.

Unless expressly stated otherwise in writing, our Fees include only the Services specifically described in the Proposal.

Any work requested outside the agreed Scope of Services may constitute a variation and may incur additional Fees.

No estimate of timelines should be interpreted as a guarantee of completion by a particular date unless expressly agreed in writing.

Proposals and Quotations

Any Proposal or quotation issued by Tangaroa Digital Limited:

• is confidential
• remains valid only for the period specified within the Proposal
• may be withdrawn before acceptance
• is subject to these Terms

A Proposal becomes binding only when accepted by the Client.

Acceptance may occur by:

• signing a Proposal
• confirming acceptance by email
• electronically approving the Proposal
• paying a deposit
• instructing us to commence work

Once accepted, the Proposal forms part of the agreement between the parties.

Client Responsibilities

The Client agrees to:

• provide complete, accurate, and current information
• provide all necessary branding assets, content, approvals, login credentials, and other information reasonably required to perform the Services
• ensure all supplied content complies with applicable laws and does not infringe the intellectual property or other rights of any third party
• review Deliverables promptly
• provide approvals within agreed timeframes
• cooperate reasonably throughout the engagement
• maintain valid licences for any third-party software or assets supplied by the Client

The Client acknowledges that delays in providing information, approvals, or required materials may:

• delay project completion
• affect campaign performance
• require project rescheduling
• result in additional Fees where additional work becomes necessary

Tangaroa Digital Limited will not be responsible for delays or losses arising from the Client's failure to meet these responsibilities.

Variations and Scope Changes

The Client may request changes to the agreed Scope of Services at any time.

Requests involving additional work, revised Deliverables, additional meetings, redesigns, new functionality, additional content, expanded campaigns, or changes after approval may constitute a variation.

Where a variation is requested, Tangaroa Digital Limited may:

• issue a revised Proposal
• provide an estimate of additional Fees
• revise project timelines
• suspend work until the variation is approved

We are under no obligation to commence variation work until it has been approved by the Client.

Deliverables, Reviews and Revisions

Unless otherwise stated in the applicable Proposal:

Deliverables will be submitted electronically.

The Client should review Deliverables within five (5) Business Days of receipt.

If no feedback is received within that period, the Deliverables may be treated as accepted.

Unless otherwise agreed, project Fees include up to two (2) reasonable rounds of revisions.

Additional revisions, redesigns, or changes outside the agreed Scope may incur additional Fees.

Revisions requested after final approval may be treated as new work.

Fees and Payment

The Client agrees to pay all Fees specified in the applicable Proposal, Quotation, Statement of Work, Service Agreement, or invoice.

Unless otherwise agreed in writing:

• all Fees are stated in the applicable currency and are exclusive of applicable taxes unless expressly stated otherwise
• invoices must be paid by the due date stated on the invoice
• recurring management fees are payable in advance unless otherwise agreed
• project fees may require a deposit before work commences
• milestone payments must be paid before the relevant project stage proceeds

The Client remains responsible for all Fees incurred before any suspension or termination of the Services.

Late Payments

If payment is not received by the due date, Tangaroa Digital Limited may, without limiting any other rights available under these Terms or applicable law:

• suspend some or all Services
• pause advertising campaigns
• withhold Deliverables until outstanding amounts are paid
• postpone project deadlines
• refuse to commence additional work
• require future payments to be made in advance

Any project schedule or delivery date shall automatically be extended by any period during which Services are suspended because of late payment.

The Client is responsible for any reasonable costs incurred in recovering overdue amounts, including debt collection costs, legal costs, and court filing fees where permitted by law.

Third-Party Costs

Unless expressly stated otherwise in the Proposal, the Company's Fees do not include third-party costs.

Examples include:

• advertising spend
• Google Ads charges
• Microsoft Ads charges
• Meta advertising costs
• LinkedIn advertising costs
• domain registration fees
• website hosting
• SSL certificates
• premium software licences
• CRM subscriptions
• email marketing platforms
• stock photography
• stock video
• fonts
• plugins
• AI platform subscriptions
• marketplace fees
• payment gateway fees
• courier charges
• printing costs
• other third-party services

The Client remains responsible for these costs whether they are paid directly by the Client or paid by Tangaroa Digital Limited on the Client's behalf.

Where Tangaroa Digital Limited pays approved third-party expenses on behalf of the Client, those amounts shall be reimbursed by the Client.

Service Suspension

Tangaroa Digital Limited may suspend or limit the provision of Services where reasonably necessary, including where:

• invoices remain unpaid
• the Client breaches these Terms
• the Client provides unlawful, misleading, or infringing material
• continuing the Services may expose the Company to legal or regulatory risk
• a Third-Party Platform suspends or restricts the Client's account
• continuing the Services may compromise cybersecurity or system integrity
• the Client refuses to provide information reasonably required to perform the Services

Suspension of Services does not release the Client from its obligation to pay Fees already incurred.

Where Services are resumed following suspension, Tangaroa Digital Limited may reasonably revise project schedules and delivery dates.

Marketing Performance Disclaimer

Digital marketing performance depends on numerous external factors beyond our reasonable control.

These include, but are not limited to:

• market conditions
• customer demand
• economic conditions
• industry competition
• competitor activity
• search engine algorithms
• artificial intelligence search technologies
• advertising platform policies
• website performance
• website content
• product pricing
• inventory availability
• customer service
• conversion rates
• regulatory changes
• seasonal trends
• media coverage
• user behaviour

Accordingly, Tangaroa Digital Limited does not guarantee:

• search engine rankings
• AI search visibility
• website traffic
• lead volumes
• enquiries
• conversions
• advertising performance
• click-through rates
• sales
• revenue
• profit
• return on investment
• business growth
• market share

Any projections, estimates, forecasts, or examples provided before or during the engagement are illustrative only and should not be interpreted as guarantees.

Past performance does not guarantee future results.

Third-Party Platforms

Our Services may involve Third-Party Platforms including:

• Google
• Microsoft
• Meta
• LinkedIn
• TikTok
• YouTube
• Shopify
• WooCommerce
• WordPress
• HubSpot
• Mailchimp
• Klaviyo
• Stripe
• Google Analytics
• Google Search Console
• Google Tag Manager
• and similar technology providers

These services are operated independently of Tangaroa Digital Limited.

The Client acknowledges that these providers may:

• change their terms
• modify pricing
• suspend accounts
• reject advertisements
• remove content
• discontinue features
• alter algorithms
• experience outages

Tangaroa Digital Limited has no control over those actions and is not responsible for losses arising from decisions or failures of Third-Party Platforms.

The Client remains responsible for complying with all applicable platform terms and policies.

Digital Assets

During the engagement, Tangaroa Digital Limited may create, configure, or manage Digital Assets on behalf of the Client.

Unless otherwise agreed in writing:

• Digital Assets created specifically for the Client and paid for in full belong to the Client

Tangaroa Digital Limited may retain administrative access for the duration of the engagement where reasonably required to provide the Services.

Administrative access may be removed following termination of the engagement and payment of all outstanding Fees.

The Company will provide reasonable assistance with transferring Digital Assets where requested, provided all outstanding Fees have been paid.

Tangaroa Digital Limited is not responsible for the actions of third parties after Digital Assets have been transferred to the Client.

Artificial Intelligence (AI) Services

Tangaroa Digital Limited may use artificial intelligence tools to assist in delivering certain Services.

AI tools may be used for purposes including:

• research
• brainstorming
• drafting content
• content optimisation
• keyword research
• image generation
• workflow automation
• reporting
• campaign analysis
• productivity enhancement

Where AI-assisted content is used, Tangaroa Digital Limited will use reasonable efforts to review and edit the output before delivery.

The Client acknowledges that:

• AI-generated content may contain inaccuracies
• AI output should be reviewed before publication
• final responsibility for approving content remains with the Client

Tangaroa Digital Limited does not warrant that AI-generated material will be entirely original, error-free, or suitable for every intended purpose.

Intellectual Property

Unless otherwise agreed in writing:

All pre-existing intellectual property owned by Tangaroa Digital Limited, including its:

• methodologies
• frameworks
• templates
• software
• code libraries
• automation systems
• prompt libraries
• AI workflows
• processes
• know-how
• trade secrets
• branding
• documentation
• internal tools
• remains the exclusive property of Tangaroa Digital Limited

Subject to full payment of all Fees:

• ownership of Client-specific Deliverables created specifically for the Client transfers to the Client unless otherwise stated in the applicable Proposal

Tangaroa Digital Limited retains ownership of all Background Intellectual Property incorporated into those Deliverables.

Until all outstanding Fees have been paid in full, the Client receives only a limited, non-exclusive, non-transferable licence to use the Deliverables solely for its internal business purposes.

The Client must not reproduce, modify, sell, sublicense, distribute, or commercialise Tangaroa Digital Limited's proprietary materials except as expressly permitted in writing.

Client Materials

The Client retains ownership of all materials supplied to Tangaroa Digital Limited, including:

• logos
• trademarks
• photographs
• videos
• branding assets
• documents
• marketing materials
• website content
• software
• databases

The Client grants Tangaroa Digital Limited a non-exclusive licence to use those materials solely for providing the agreed Services.

The Client warrants that it has all necessary rights and permissions to provide such materials.

The Client indemnifies Tangaroa Digital Limited against any claim arising from infringement of intellectual property rights or unlawful content supplied by the Client.

Confidentiality

Tangaroa Digital Limited and the Client acknowledge that, during the course of the engagement, each party may receive Confidential Information belonging to the other party.

Each party agrees to:

• keep Confidential Information strictly confidential
• use Confidential Information only for the purpose of performing or receiving the Services
• take reasonable steps to protect Confidential Information from unauthorised access, use, or disclosure
• not disclose Confidential Information to any third party except where required to perform the Services or where disclosure is required by law

Confidential Information does not include information that:

• is publicly available through no breach of these Terms
• was lawfully known before disclosure
• is independently developed without reference to the disclosed information; or
• must be disclosed by a court, regulator, or other legal authority

This obligation continues after the termination of the Services.

Privacy

Tangaroa Digital Limited is committed to protecting personal information and handling it responsibly.

Any personal information collected through our website or during the provision of our Services will be managed in accordance with our Privacy Policy and the Privacy Act 2020 (New Zealand).

By using our website or engaging our Services, you consent to the collection, use, storage, and disclosure of your personal information as described in our Privacy Policy.

Where we process personal information on behalf of a Client, the Client remains responsible for ensuring it has all necessary legal rights and consents to provide that information to us.

Nothing in these Terms limits any rights or obligations under applicable privacy legislation.

Website Development Services

Where Tangaroa Digital Limited provides website design or development services:

• the project scope will be described in the applicable Proposal or Statement of Work
• any functionality not specifically included within the Proposal shall be treated as additional work
• the Client is responsible for reviewing and approving all content before publication
• the Client is responsible for ensuring all supplied content complies with applicable laws

Unless otherwise agreed, Tangaroa Digital Limited is not responsible for:

• third-party plugins
• software developed by third parties
• browser updates
• operating system updates
• future compatibility issues
• changes made by the Client or third parties after delivery

Following final approval, responsibility for ongoing website management transfers to the Client unless a separate maintenance agreement has been entered into.

Website Hosting and Domain Services

Where Tangaroa Digital Limited assists with website hosting or domain registration:

• hosting and domain services may be provided through independent third-party providers
• the Client remains the legal owner of domains registered in the Client's name
• renewal fees remain the Client's responsibility unless otherwise agreed
• hosting performance depends on third-party infrastructure

Tangaroa Digital Limited is not liable for interruptions caused by:

• hosting providers
• domain registrars
• internet service providers
• cloud infrastructure providers
• data centre outages
• distributed denial-of-service (DDoS) attacks
• DNS failures
• events beyond our reasonable control

Where access credentials are supplied to the Client, the Client becomes responsible for maintaining their security.

Website Maintenance and Support

Unless expressly included within the Proposal:

• website maintenance is not included
• software updates are not included
• plugin updates are not included
• security monitoring is not included
• content updates are not included
• technical support is not included

Where maintenance services are purchased, Tangaroa Digital Limited will use reasonable skill and care in providing those Services but cannot guarantee uninterrupted website availability.

Maintenance may require temporary downtime.

Cybersecurity

Tangaroa Digital Limited takes reasonable steps to maintain the security of its systems and the digital assets under its control.

However, no website, software platform, hosting environment, or online service can be guaranteed to be completely secure.

Accordingly, Tangaroa Digital Limited does not warrant that its website, Deliverables, or Services will be free from:

• cyber attacks
• malware
• ransomware
• phishing attacks
• viruses
• hacking
• denial-of-service attacks
• unauthorised access
• security vulnerabilities
• data breaches caused by third parties

The Client is responsible for:

• maintaining secure passwords
• implementing multi-factor authentication where available
• safeguarding account credentials
• maintaining appropriate antivirus protection
• maintaining appropriate backups where the Client controls the hosting environment

Where the Client provides administrator access to Tangaroa Digital Limited, the Client acknowledges that cybersecurity is a shared responsibility between the parties.

Website Availability

Tangaroa Digital Limited will use reasonable efforts to keep its website operational.

However, we do not guarantee that the website or any online Service will always be:

• available
• uninterrupted
• error-free
• secure
• compatible with every device, browser, or operating system

The website may be temporarily unavailable due to:

• scheduled maintenance
• emergency maintenance
• security updates
• server upgrades
• network failures
• third-party outages
• circumstances beyond our reasonable control

We reserve the right to modify, suspend, or discontinue any part of the website or Services without prior notice where reasonably necessary.

Warranties and Disclaimers

Tangaroa Digital Limited will provide its Services with reasonable care, skill, and professional diligence consistent with accepted industry standards.

Except as expressly stated in these Terms or required by applicable law:

• no warranty is given that the Services will achieve any particular commercial outcome
• no warranty is given that Deliverables will be suitable for every business purpose
• no warranty is given that websites, software, or digital platforms will operate without interruption or error

The Client acknowledges that business success depends upon numerous factors outside Tangaroa Digital Limited's reasonable control.

Consumer Guarantees Act 1993 and Fair Trading Act 1986

Nothing in these Terms excludes, restricts, or modifies any rights or remedies that cannot lawfully be excluded under the Consumer Guarantees Act 1993, the Fair Trading Act 1986, or any other applicable New Zealand legislation.

Where the Client acquires the Services for the purposes of a business, and where permitted by the Consumer Guarantees Act 1993, the parties agree that the provisions of that Act shall not apply to the Services to the fullest extent permitted by law.

Nothing in these Terms limits liability for conduct that cannot legally be excluded under New Zealand law.

Limitation of Liability

To the fullest extent permitted by applicable law, Tangaroa Digital Limited shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage arising from or connected with:

• use of the website
• use of the Services
• business interruption
• loss of profits
• loss of revenue
• loss of anticipated savings
• loss of goodwill
• reputational damage
• loss of data
• cyber incidents
• delays caused by third-party providers
• search engine algorithm changes
• artificial intelligence search updates
• advertising platform changes
• account suspensions imposed by third-party platforms
• website downtime caused by third-party infrastructure

Where liability cannot be excluded, Tangaroa Digital Limited's total aggregate liability arising out of any claim relating to the Services shall not exceed the total Fees actually paid by the Client for the specific Services giving rise to the claim during the twelve (12) months immediately preceding the event giving rise to the claim.

Nothing in this clause excludes liability where such exclusion would be unlawful.

Indemnification

The Client agrees to indemnify, defend, and hold harmless Tangaroa Digital Limited, its directors, officers, employees, contractors, consultants, and agents from and against any claims, actions, liabilities, losses, damages, costs, expenses, or legal fees arising directly or indirectly from:

• the Client's breach of these Terms
• any unlawful, misleading, defamatory, or infringing content supplied by the Client
• infringement of any intellectual property rights relating to Client Materials
• the Client's misuse of the Services or Deliverables
• any act or omission by the Client that causes loss or damage to Tangaroa Digital Limited or a third party
• the Client's breach of any applicable law or regulation

This indemnity survives the termination or expiration of these Terms.

Suspension and Termination of Services

Either party may terminate the Services by providing written notice in accordance with any applicable Proposal or Service Agreement.

Tangaroa Digital Limited may suspend or terminate the Services immediately where:

• the Client materially breaches these Terms
• payment remains overdue after reasonable notice
• the Client becomes insolvent, enters liquidation, administration, or receivership
• the Client provides false or misleading information
• continuing the engagement would expose Tangaroa Digital Limited to legal, regulatory, security, or reputational risk
• the Client engages in fraudulent, abusive, unlawful, or unethical conduct
• a Third-Party Platform permanently suspends the Client's account, making continued performance impractical

Termination does not affect any rights or obligations accrued before the date of termination.

Upon termination:

• all outstanding invoices immediately become payable
• Tangaroa Digital Limited may cease all work
• any licences granted under these Terms automatically terminate unless otherwise agreed
• completed Deliverables that have been paid for will be provided to the Client, subject to these Terms
• unfinished work remains the property of Tangaroa Digital Limited unless otherwise agreed in writing

Effect of Termination

Following termination:

• the Client remains liable for all Fees incurred up to the termination date
• Tangaroa Digital Limited may retain copies of project files where required for legal, accounting, insurance, or regulatory purposes
• each party must return or securely destroy the other party's Confidential Information upon request, unless retention is required by law
• obligations relating to confidentiality, intellectual property, indemnity, limitation of liability, payment obligations, dispute resolution, and governing law continue after termination

Force Majeure

Tangaroa Digital Limited shall not be liable for any delay or failure to perform its obligations where such delay or failure results from circumstances beyond its reasonable control.

These circumstances may include, but are not limited to:

• natural disasters
• floods
• earthquakes
• fires
• pandemics or public health emergencies
• war
• terrorism
• civil unrest
• strikes or labour disputes
• government actions
• internet outages
• telecommunications failures
• power failures
• cyber attacks
• ransomware incidents
• failures of cloud service providers
• hosting outages
• acts or omissions of Third-Party Platforms

Where a Force Majeure event continues for an extended period, either party may terminate the affected Services by providing reasonable written notice.

Electronic Communications

The Client agrees that communications provided electronically satisfy any legal requirement that such communications be in writing.

Notices may be sent by:

• email
• electronic signature platforms
• secure client portals
• other agreed electronic communication methods

Electronic approvals, email confirmations, online acceptance, and electronic signatures shall be deemed legally binding to the fullest extent permitted by applicable law.

The Client is responsible for ensuring that its contact information remains accurate and up to date.

Publicity and Portfolio Rights

Unless the Client has expressly requested confidentiality in writing, Tangaroa Digital Limited may identify the Client as a customer for promotional purposes.

This may include displaying:

• the Client's business name
• logo
• publicly available website screenshots
• general descriptions of completed work
• publicly available campaign outcomes
• case studies based on non-confidential information

Tangaroa Digital Limited will not disclose Confidential Information or commercially sensitive information without the Client's prior written consent.

If the Client requires complete confidentiality regarding the engagement, this must be agreed in writing before publication of any promotional material.

Non-Solicitation

During the engagement and for a period of twelve (12) months following its termination, neither party shall knowingly solicit for employment any employee or contractor of the other party who was directly involved in providing or receiving the Services, without the prior written consent of the other party.

This clause does not apply where a person independently responds to a publicly advertised employment opportunity.

Complaints and Dispute Resolution

If a dispute arises, the parties agree to first attempt to resolve the matter through good faith discussions.

The party raising the dispute should provide written notice outlining:

• the nature of the dispute
• the relevant facts
• the outcome sought

The parties will use reasonable efforts to resolve the dispute through negotiation before commencing legal proceedings.

Nothing in this clause prevents either party from seeking urgent injunctive relief or other remedies available under applicable law.

Notices

Any notice required under these Terms shall be given in writing and may be delivered by:

• email
• courier
• registered post
• personal delivery
• any other method agreed in writing

A notice will be deemed received:

• immediately where personally delivered
• on confirmation of successful email transmission, unless an error notification is received
• on the recorded delivery date where sent by courier or registered post

The Client is responsible for promptly notifying Tangaroa Digital Limited of any changes to its contact details.

Assignment

The Client may not assign, transfer, subcontract, or otherwise deal with its rights or obligations under these Terms without the prior written consent of Tangaroa Digital Limited.

Tangaroa Digital Limited may assign or subcontract parts of the Services to qualified contractors or service providers, provided this does not materially reduce the quality of the Services or affect the Client's contractual rights.

Governing Law and Jurisdiction

These Terms and any dispute arising out of or in connection with them 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 in respect of any legal proceedings arising from these Terms or the Services.

Nothing in these Terms prevents either party from seeking interim or urgent relief from a court of competent jurisdiction where appropriate.

Entire Agreement

These Terms, together with any applicable Proposal, Quotation, Statement of Work, Service Agreement, Privacy Policy, and any other written agreement between the parties, constitute the entire agreement between Tangaroa Digital Limited and the Client concerning the Services.

They supersede all prior discussions, negotiations, proposals, representations, understandings, and agreements relating to the same subject matter.

The Client acknowledges that it has not relied on any representation, warranty, promise, or statement that is not expressly set out in these Terms or the applicable written agreement.

Relationship of the Parties

Nothing contained in these Terms creates or is intended to create:

• a partnership
• a joint venture
• an employment relationship
• an agency relationship
• a fiduciary relationship

between Tangaroa Digital Limited and the Client.

Tangaroa Digital Limited acts as an independent contractor when providing the Services.

Neither party has authority to bind or incur obligations on behalf of the other unless expressly authorised in writing.

Independent Contractors and Subcontractors

Tangaroa Digital Limited may engage suitably qualified employees, contractors, consultants, freelancers, or specialist service providers to assist in delivering the Services.

Tangaroa Digital Limited remains responsible for managing the work performed on its behalf.

Where subcontractors are engaged, Tangaroa Digital Limited will take reasonable steps to ensure they are subject to appropriate confidentiality obligations.

Record Keeping

Tangaroa Digital Limited may retain copies of project files, communications, invoices, approvals, campaign reports, and related business records for legal, taxation, insurance, regulatory, operational, or dispute resolution purposes.

Unless otherwise agreed, Tangaroa Digital Limited is under no obligation to indefinitely retain project files after completion of the Services.

Clients are responsible for maintaining their own backups of all Deliverables, Digital Assets, and business records once they have been provided.

Electronic Records and Signatures

The parties agree that:

• electronic signatures
• electronic approvals
• email confirmations
• online proposal acceptances
• electronic invoices
• electronic records

shall have the same legal effect as paper documents and handwritten signatures to the fullest extent permitted by applicable law.

Electronic copies of records maintained by Tangaroa Digital Limited may be relied upon as evidence of communications and agreements between the parties.

Amendments

Tangaroa Digital Limited may amend these Terms from time to time where reasonably necessary, including to:

• reflect changes in applicable laws
• reflect changes in business operations
• improve clarity
• introduce new Services
• address technological developments
• improve security

Updated Terms become effective upon publication on our website unless a later effective date is specified.

Material changes that significantly affect existing Clients may also be communicated by email or another reasonable method.

Continued use of the website or Services after the effective date constitutes acceptance of the updated Terms.

Where an existing written Service Agreement conflicts with updated Terms, the written Service Agreement will continue to govern until amended or renewed.

Waiver

A failure or delay by Tangaroa Digital Limited to exercise any right, remedy, or power under these Terms shall not operate as a waiver of that right.

Any waiver must be in writing and signed by an authorised representative of Tangaroa Digital Limited.

A waiver relating to one breach does not constitute a waiver of any subsequent breach.

Severability

If any provision of these Terms is held to be unlawful, invalid, void, or unenforceable by a court of competent jurisdiction, that provision shall be severed to the minimum extent necessary.

The remaining provisions shall continue in full force and effect.

Where possible, any invalid provision shall be interpreted so as to most closely reflect the original commercial intention of the parties while remaining legally enforceable.

Survival

The following provisions survive the expiration or termination of these Terms to the extent necessary to give them effect:

• Fees and Payment Obligations
• Confidentiality
• Intellectual Property
• Client Materials
• Indemnification
• Limitation of Liability
• Record Keeping
• Dispute Resolution
• Governing Law
• Privacy Obligations
• Any other clause which by its nature is intended to survive termination

Compliance with Applicable Laws

Each party agrees to comply with all applicable laws, regulations, industry standards, and governmental requirements relevant to its obligations under these Terms.

The Client is solely responsible for ensuring that:

• its products and services comply with applicable laws
• its advertising claims are accurate and lawful
• its marketing campaigns comply with applicable advertising standards
• its website content complies with applicable consumer protection, intellectual property, privacy, and competition laws

Tangaroa Digital Limited is not responsible for reviewing or providing legal advice regarding the legality of the Client's products, services, advertising claims, or business practices.

Contact Information

If you have any questions regarding these Terms and Conditions or our Services, please contact us using the details below:

Tangaroa Digital Limited

Website: https://www.tangaroadigital.com

Email: sales@tangaroadigital.com

Address: Nepia Stewart, 9 Owen Road, Inner Kaiti, Gisborne, 4010, New Zealand

Acceptance

By accessing this website, submitting an enquiry, requesting a quotation, accepting a Proposal, paying an invoice, or using any Services provided by Tangaroa Digital Limited, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.

If you are accepting these Terms on behalf of a company, partnership, trust, or other legal entity, you warrant that you have the authority to bind that entity to these Terms.