Terms & Conditions

1. Services & Client Obligations

 

• Scope: SWS Marketing provides digital marketing and related agency services. The specific scope, deliverables, and fees will be outlined in a written proposal, service agreement, or invoice.

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• Performance: We will perform services with reasonable skill and care. However, because marketing depends on fluctuating market conditions and consumer behavior, we do not guarantee specific commercial results, search engine rankings, lead volumes, or sales.

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• Client Cooperation: To deliver services, we require your timely cooperation. You agree to provide us with necessary access (e.g., website logins, ad account access), brand assets, and timely feedback/approvals. SWS Marketing is not liable for any project delays, campaign pauses, or performance drops resulting from your failure to provide these in a timely manner.

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2. Intellectual Property (IP)

 

• SWS Marketing IP: We retain all intellectual property rights in our pre-existing materials, proprietary methodologies, agency templates, strategy documents, and workflow processes used to deliver our services.

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• Client IP: You retain ownership of all branding, trademarks, copy, and creative assets you provide to us. You grant SWS Marketing a non-exclusive, royalty-free license to use, modify, and display these materials solely to perform the services.

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• Final Deliverables: Subject to full and final payment of all outstanding invoices, SWS Marketing transfers ownership of the specific, custom creative deliverables (e.g., finished ad designs, copy, custom graphics) to the Client. We reserve the right to withhold transfer of ownership or file delivery if any fees remain unpaid.

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• Portfolio Use: You grant SWS Marketing the right to showcase the work, campaigns, and non-confidential case studies created for you in our marketing materials, website, and portfolio, unless otherwise agreed in writing.

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3. Term, Payment, & Cancellation

 

• Acceptance of Terms: By making payment of any SWS Marketing invoice, you acknowledge and agree to these Terms in full, including the non-refundable nature of payments.

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• Billing & Payment Terms: Fees are billed in advance as outlined in your service agreement or invoice. All invoices must be paid by the due date specified on the invoice.

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• Non-Refundable Policy: Because digital marketing services involve immediate resource allocation and labor, all payments made are non-refundable once services have commenced for that billing period, except where required by law under the New Zealand Consumer Guarantees Act 1993 or the Australian Consumer Law.

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• Late Payments: If an invoice remains unpaid past the due date, SWS Marketing reserves the right to:

Charge interest on the overdue amount at a rate of 2% per month, compounding monthly.

Suspend all services and pause active ad campaigns without liability for any drop in campaign performance.

Recover from you all reasonable debt-recovery costs (including legal fees on a solicitor-client basis).

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• Termination (Month-to-Month): For services provided on a flexible month-to-month basis, either party may terminate the agreement by providing at least 14 days' written notice to the other party prior to the next billing cycle. You will be billed for any work performed or scheduled within this notice period.

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4. Third-Party Platforms

 

• Account Ownership: SWS Marketing manages campaigns on third-party platforms (including but not limited to Google, Meta, TikTok, and LinkedIn) on your behalf.

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• Exclusion of Liability for Platforms: You acknowledge that SWS Marketing has no control over these third-party platforms. We are not liable for any losses, damages, or disruptions caused by platform outages, algorithm updates, policy changes, ad spend overruns due to platform glitches, or the suspension/termination of your ad accounts by the platform providers.

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• Ad Spend: Unless explicitly stated otherwise, all platform ad spend is paid directly by the Client to the respective platform (e.g., paid directly to Meta) and is separate from SWS Marketing’s service fees.

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5. Limitation of Liability

 

• To the maximum extent permitted by the laws of New Zealand and Australia, SWS Marketing, its directors, employees, and contractors shall not be liable for any indirect, incidental, special, or consequential loss or damage. This includes, without limitation, loss of profits, revenue, business, data, reputation, or goodwill, arising out of or in connection with our services or website.

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• Our total, aggregate liability to you for any claim arising out of or in connection with our services, whether in contract, tort (including negligence), or otherwise, shall be strictly limited to the total amount actually paid by you to SWS Marketing for the specific services giving rise to the claim during the three (3) months preceding the event giving rise to the liability.

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6. Indemnity

 

• You agree to indemnify, defend, and hold harmless SWS Marketing, its directors, employees, and contractors from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising from:

• Your misuse of our website, materials, or deliverables.

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• Any breach by you of these Terms.

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• Any claim that the materials, assets, or data you provided to us infringe the intellectual property or privacy rights of any third party.

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• Any claims regarding the legality, safety, or regulatory compliance of the products or services you market through SWS.

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7. Governing Law & Jurisdiction

 

• These Terms shall be governed by and construed in accordance with the laws of New Zealand. For Australian clients, these Terms will also be governed by the laws of the Commonwealth of Australia and the relevant State or Territory where applicable.

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• Any disputes arising from these Terms shall be subject to the exclusive jurisdiction of the courts of New Zealand, or, where legally required for consumer protection, the relevant courts of Australia.

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8. Amendments

We may update these Terms at any time. Any changes will be effective immediately upon being posted to our website. Your continued use of our services or website after changes are posted constitutes your acceptance of the updated Terms.