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Terms and Conditions

SK Digital Limited, Cambridge, New Zealand. Version 3, effective 17 September 2026. Replaces all earlier versions.

These terms apply whenever SK Digital Limited ("SK Digital", "we", "us") does work for you ("the Client", "you"). By accepting a proposal, quote or order, by email, verbally, or through our online acceptance tools, you accept these terms. They apply to all past, current and future work unless a signed agreement says otherwise.

  1. The basics
  2. Your responsibilities
  3. Intellectual property
  4. How we use AI
  5. Fees and payment
  6. Ordering and cancelling
  7. Recurring services and termination
  8. SEO services
  9. Online advertising
  10. Websites, hosting and platforms
  11. Confidentiality and privacy
  12. Liability and indemnity
  13. General

1.The basics

  1. Quotes and estimates exclude GST.
  2. We check our work carefully, but you are responsible for signing off proofs, copy, designs, ads and pages as correct and ready to go live. Once you have approved something, fixing errors in it is chargeable.
  3. We may show work we have done for you, and your name and logo, in our portfolio, case studies, social media and marketing. Tell us in writing if you would rather we did not.
  4. We may use subcontractors and specialist contractors. We remain responsible to you for the work.

2.Your responsibilities

  1. You authorise us to make changes to your website, advertising accounts, analytics, social profiles and related platforms as needed to do the work you have asked for: creating and editing pages, content, images, code, metadata, campaigns, budgets within what you have agreed, and settings.
  2. If you want a specific approval process before changes go live, tell us clearly in writing. If you do not, we will act in good faith and check with you on anything we think you would want to be consulted on.
  3. You will give us the content, access, feedback and decisions we need within a reasonable time. Delays on your side may delay the work and may be charged (see clause 5.5).
  4. You are responsible for the accuracy and legality of everything you ask us to publish about your business, products, pricing, qualifications and claims.

3.Intellectual property

  1. Your materials. You confirm that any text, images, video, logos, trademarks and other material you give us is yours or that you have permission to use it, and you will cover us for any claim arising from our use of it.
  2. Competitor names and trademarks. If competitor names or trademarked terms appear in your website or advertising at your request or through your content, that is at your risk. We may remove them at any time.
  3. Work we create. Designs, writing, graphics, video and other creative work we produce for you become yours once all related invoices are paid, except where a copyright notice for us or a third party applies, or we have agreed otherwise in writing. Until then it remains ours.
  4. Code. Code we write or supply remains our property. Once paid, you have a permanent, non-exclusive licence to use it for your business.
  5. Working files. Final deliverables are supplied in usable formats (for example PDF, PNG, HTML, MP4). Source and working files (for example Canva, Figma, Adobe, Remotion or design-tool projects) remain ours and may be supplied for an additional fee.
  6. Our systems. Templates, prompts, automations, agents, scripts, tools, processes and know-how we use or develop while working for you remain ours, including improvements made during your project. We may reuse them for other clients. This never includes your confidential information or your brand assets.
  7. Third-party assets. Stock images, fonts, plugins, platforms and licensed tools are subject to their own licences, which you agree to comply with.

4.How we use AI

We use artificial intelligence throughout our work because it lets us deliver more, faster and at a higher standard than we could by hand. This section explains what that means for you.

  1. Where AI is used. AI tools, models and automated agents may be used at any stage of our work, including research, strategy, copywriting, design, imagery, video editing, code, website builds, advertising setup and optimisation, SEO, reporting, meeting notes and correspondence. We decide which tools to use and may change them at any time.
  2. Humans stay in charge. AI works under our direction. A person at SK Digital reviews work before it is delivered to you. AI does not remove your responsibility under clause 1.2 to check and approve what goes live.
  3. AI can be wrong. AI-assisted output can contain errors, omissions, out-of-date information, or wording that resembles existing material. We take reasonable care to catch these, but we do not guarantee that AI-assisted output is free of them. Statements of fact, figures, legal or regulatory wording, pricing and claims about your business must be verified by you before publication.
  4. Your information and AI providers. To do the work, your business information (for example website content, briefs, feedback, meeting recordings, advertising data and analytics) may be processed by third-party AI providers, some of which store data outside New Zealand. We use business or enterprise tiers whose terms state that your inputs are not used to train their public models, and we do not deliberately feed AI providers material you have told us is confidential beyond what the work requires. If you do not want particular information handled this way, tell us in writing before you share it and we will agree an alternative or exclude it.
  5. Automated actions on your accounts. With the authority you give us in clause 2.1, we may use software and AI agents to make changes in your website, advertising, analytics and related accounts. Advertising spend will stay within budgets you have agreed. We keep records of material changes and can show them to you on request.
  6. Recordings and transcription. Calls and meetings with us may be recorded and transcribed by AI note-taking tools so nothing is missed. Tell us at the start of any call if you do not want it recorded.
  7. Ownership of AI-assisted work. Clause 3 applies to AI-assisted work in the same way as any other work. You acknowledge that the law on copyright in AI-generated material is unsettled and differs between countries, so some AI-generated elements may not attract copyright protection or may not be exclusive to you. We transfer or license whatever rights we hold, and we do not guarantee more than that.
  8. Likeness and voice. We will not create synthetic images, video or voice of a real, identifiable person without that person's consent. Where you ask us to use a person's likeness, you confirm you have that consent.
  9. Disclosure. We are not obliged to label AI-assisted work unless a law, platform or advertising standard requires it, in which case we will comply. We will never present AI-generated material as a real customer review, testimonial or endorsement.
  10. Platform rules and outcomes. Search engines, advertising platforms and social networks change how they treat AI-assisted content without notice. We do not guarantee any ranking, reach, approval or result from AI-assisted work, and clauses 8 and 9 apply in full.
  11. Your own AI tools. If you use AI tools to edit or generate material on a website or account we manage, you are responsible for what they produce.

5.Fees and payment

  1. You agree to pay all fees for services provided. Payment is due as stated on the invoice. If no terms are stated, payment is due on the 20th of the month following the invoice date.
  2. Setup, deposit and first-stage fees are due before the related work begins.
  3. We may delay starting, or pause, work while any payment is overdue. Work resumes when payment is made.
  4. Overdue accounts may be referred to a debt collection agency. You will be liable for all collection costs, including agency fees and commissions.
  5. Client delays. If a project is held up for more than 30 days by you (for example waiting on content, feedback or approvals), we may invoice for work completed to date, pause or reprioritise the project, and charge a reactivation fee when it resumes. Project management fees may continue during inactivity unless agreed otherwise.
  6. Fees paid are non-refundable unless we agree otherwise in writing.
  7. We normally invoice at the end of each month, payable by the 20th of the following month, unless a proposal says otherwise.
  8. Where no fixed price has been agreed, we track time and charge our standard hourly rate.

6.Ordering and cancelling

  1. Services can be ordered by accepting a proposal (including through our online proposal tools), by order form or quote, by email, or verbally.
  2. Once a proposal is accepted, you are responsible for the full fees in it. If you cancel before completion for any reason other than our material breach or your rights in clause 7.5, all fees in the proposal become immediately due, including fees for any remaining minimum term.
  3. For hourly work, or work without an approved proposal, you may cancel in writing. We will reconcile hours worked and you will pay all outstanding fees within 7 days.
  4. Post-launch support. We fix minor bugs and errors for 14 days after a website launch. Structural changes, new requests and anything outside the original scope are quoted separately.
  5. Changes to approved work. Once you have approved a deliverable, significant changes or reversals are out of scope and charged at our hourly rate.

7.Recurring services and termination

  1. Recurring services include hosting, website care, growth partnerships, SEO, advertising management, domain renewals and any other service billed on a repeating basis, for a fixed or minimum term as stated in the proposal.
  2. A fixed-term service ends automatically at the end of the term.
  3. For a minimum-term service, or where no term is stated, you must give written notice to end it. The service ends on the later of the last day of the minimum term or the last day of the month after the month we receive your notice.
  4. Where a service is marked as having an early termination option, or the proposal says we will not hold you to the minimum term, you may end it early without paying the remainder, provided you are genuinely dissatisfied with results or our performance, you raise it with us, you give us at least 21 days to put it right, and if still dissatisfied you then give 7 days' written notice.
  5. You may otherwise end services only under clauses 7.2 to 7.4, or because of our material breach.
  6. We may end this agreement and your access to services, with or without cause, on 21 days' written notice.
  7. Clauses that by their nature should survive termination (including liability limits, indemnities, intellectual property and confidentiality) do so. You remain liable for all fees accrued to the termination date.

8.SEO services

  1. We have no control over search engine policies or ranking algorithms.
  2. New sites and pages can take time to appear in search results, and not every page of any site will be indexed.
  3. We make no representation, warranty or guarantee about rankings, traffic, clicks, leads, sales or any other result from SEO services.
  4. Rankings fluctuate day to day and between users because of algorithm changes, competitor activity and other factors. A temporary lift after changes, followed by settling, is normal and is not poor performance by us.
  5. While we provide SEO services you agree not to engage any other SEO provider without our written agreement.
  6. You authorise us to use your logos, trademarks, images and content on your website and elsewhere online to create material we believe helps your search performance.
  7. Links. We may build links to your site from public websites and from sites we own, manage or work with (the SK Digital network). Your site may also join that network and carry a link from it to other sites, provided no link points to a direct competitor without your written permission, links sit on pages visitors rarely see unless you agree otherwise, only one subtle footer link is used, and you can have any link removed on request.
  8. Exclusivity. Where we agree in writing that keywords are exclusive to you within a defined region, we will not provide SEO for those keywords to another business targeting that region while this agreement is in force.

9.Online advertising

  1. Advertising services cover paid campaigns we set up or manage for you on any platform, including Google, Meta (Facebook and Instagram), YouTube, LinkedIn and others.
  2. You set the advertising budget and may change it at any time by email or verbal instruction. We will confirm when the change takes effect.
  3. Our pricing will state whether it includes advertising spend or management fees only. Where spend is not included, you pay the platforms directly.
  4. Where our fees include spend, any underspend in a period rolls into the next period, and any overspend is deducted from the next period.
  5. We may adjust ads, keywords, audiences, targeting, placements, creative and platforms at any time to pursue your objectives within your budget.
  6. We make no guarantee that every product, service or keyword you nominate will be advertised, particularly where doing so would exceed your budget or produce poor results. We may add keywords, audiences and placements we believe will benefit you.
  7. Platforms control when, where and to whom ads are shown, including how they determine a person's location. We do not guarantee ad position, timing, delivery, approval or that ads will be shown only in your target area.
  8. Advertising accounts, pixels, landing pages, tracking, automations and audiences we create in our own systems remain our property. Accounts created in your name remain yours. On termination we will hand over what is yours and may remove what is ours.

10.Websites, hosting and platforms

  1. Websites are built on third-party platforms and hosts (for example Rocketspark, Vercel and video or form providers). Their terms, uptime, features, pricing and changes are outside our control.
  2. You are responsible for keeping your domain names registered and your platform subscriptions paid unless we have agreed to manage them for you.
  3. If you or anyone you authorise edits a site we have built, we are not responsible for the results of those edits, and fixing them is chargeable.
  4. We will take reasonable steps to keep backups and access credentials secure, but we are not liable for loss of data held on third-party platforms.

11.Confidentiality and privacy

  1. Each of us will keep the other's confidential information (contracts, trade secrets, know-how, business methods, financial information, records and similar) in confidence, use it only for this agreement, and not disclose it to third parties except as this agreement allows or the law requires.
  2. Information is not confidential if it is or becomes public through no fault of the receiving party, was already known to them, was independently developed, or was lawfully received from someone else.
  3. Sharing information with our subcontractors, service providers and AI providers under clause 4.4, for the purpose of doing the work, is permitted.
  4. We handle personal information in line with the New Zealand Privacy Act 2020 and our privacy policy. Where you give us personal information about your customers or staff, you confirm you are entitled to do so and that you have met your own privacy obligations.

12.Liability and indemnity

  1. We are not liable for any indirect, special or consequential loss, loss of profit, revenue, business, goodwill or data, however arising, even if we were told it was possible.
  2. Our total liability to you for any and all claims arising out of or in connection with our services, whether in contract, tort (including negligence) or otherwise, is limited to the fees you paid us for the specific services concerned in the three months before the claim arose.
  3. We give no warranty about third-party products, platforms, content, software or services, including AI tools and their output.
  4. The Consumer Guarantees Act 1993 does not apply where you acquire our services for business purposes.
  5. You will defend, indemnify and hold harmless SK Digital, its subcontractors, partners, directors and staff from all claims, losses, damages, liabilities and costs (including reasonable legal costs) arising from your breach of these terms, from material you supplied, from claims you asked us to publish, or from your use or any third party's use of the services, except to the extent caused by our gross negligence or wilful misconduct. We may take over the defence of any such claim at our own cost.

13.General

  1. If any part of these terms is unenforceable, the rest still applies.
  2. These terms are governed by New Zealand law and the New Zealand courts.
  3. Nothing here creates an employment, agency or partnership relationship.
  4. These terms bind and benefit both parties and their successors and permitted assigns. You may not assign this agreement without our written consent.
  5. A failure to enforce any term is not a waiver of it.
  6. No term will be read against a party because they drafted it.
  7. Neither party is liable for delay or failure caused by events beyond their reasonable control. The affected party will tell the other promptly and do what it reasonably can to reduce the impact.
  8. We may update these terms by publishing a new version at this address. The version in force when you accept a proposal applies to that proposal.

Questions? Email shaun@skdigital.co.nz or ring 027 437 9929. SK Digital Limited, Cambridge, Waikato, New Zealand.