Terms of Service

WakaWeb provides website design, website development, branding, SEO services, website hosting, website management, content creation, and related digital marketing services.

The scope, deliverables, timelines, pricing, and specific inclusions for each engagement are set out in the applicable proposal, quotation, onboarding form, checkout flow, or written agreement.

Where there is any inconsistency between these Terms and a project-specific agreement, the project-specific agreement will prevail for that engagement.

We may make reasonable updates or improvements to our service delivery methods, systems, or tooling from time to time without materially reducing the agreed scope of deliverables.

Unless otherwise agreed in writing, all invoices are payable within seven (7) days.

Subscription-based services (including hosting, website management, and ongoing SEO services) are billed in advance on a recurring monthly basis.

By providing payment details, you authorise WakaWeb to automatically charge your nominated payment method on a recurring basis until the subscription is cancelled.

You are responsible for ensuring payment details remain valid and up to date.

Late or failed payments may result in suspension or limitation of services until outstanding amounts are paid.

Where services are provided on a subscription basis, WakaWeb grants you a non-exclusive, non-transferable, revocable license to access and use the website and related management services for the duration of your active subscription.

WakaWeb retains all rights, title, and interest in and to:

• the underlying website platform and infrastructure;
• proprietary source code and systems;
• design frameworks, templates, and modules;
• automation tools and workflows;
• development methodologies and processes; and
• any general improvements or system-wide enhancements.

You retain ownership of your business identity, branding, logos, content, customer data, and any materials you provide to us.

You may use your custom designed website as your operational business website during your subscription, but you may not copy, extract, resell, sublicense, reverse engineer, or commercially exploit WakaWeb's underlying systems or platform components.

Upon cancellation or termination of your subscription, your license to use the platform and website services may cease unless otherwise agreed in writing.

Transfer of Subscription: Should you sell or transfer your business, you may request to assign your WakaWeb subscription to the new business owner. Such assignment is subject to our prior written approval and the new owner’s acceptance of these Terms of Service.

Modern Tooling & AI Platform Architecture: You acknowledge that WakaWeb utilises modern development stacks, automated software generators, and artificial intelligence development platforms (including but not limited to Lovable, Supabase, and cloud hosting architectures) to design, build, and deploy your services. Software deliverables are provided on an "as-is" and "as-available" basis. WakaWeb does not warrant that AI-assisted or platform-generated source code will be entirely error-free, uninterrupted, or clear of general open-source structural dependencies. WakaWeb applies human oversight and testing to deliverables, but you remain responsible for final acceptance testing of your application prior to operational use.

Where branding or custom design services are purchased as a standalone project (separate from subscription services), and subject to full payment of all fees:

• ownership of final, client-specific deliverables (such as logos, brand assets, and agreed design files) is assigned to you; and
• you may use those deliverables for your business without restriction.

WakaWeb retains ownership of all underlying tools, frameworks, templates, systems, processes, and methodologies used to create such deliverables.

Unless otherwise agreed in writing, WakaWeb may showcase completed work in its portfolio, case studies, and marketing materials.

You retain ownership of all content, trademarks, logos, images, and materials you provide to WakaWeb.

By providing such content, you grant WakaWeb a worldwide, non-exclusive, royalty-free license to use, store, reproduce, modify, and display that content solely for the purpose of delivering, operating, maintaining, and improving the Services.

You represent and warrant that:

• you own or have all necessary rights to use and supply the content;
• the content does not infringe any third-party rights; and
• the content complies with all applicable laws.

You are responsible for:

• providing accurate, complete, and timely content, instructions, and access credentials;
• ensuring all materials supplied are lawful, non-infringing, and not misleading;
• providing timely approvals, feedback, and decisions required for delivery;
• maintaining access to relevant third-party systems (including hosting, domains, and integrations where applicable).

Delays caused by late or incomplete input may result in adjusted timelines, paused work, or additional fees where rework or rescheduling is required.

You are responsible for reviewing all deliverables prior to publication or deployment where approval is requested or reasonably required.

You must not use WakaWeb services or systems to:

• breach any applicable law or regulation;
• infringe intellectual property or other rights;
• distribute malicious code or attempt to interfere with systems;
• engage in fraudulent, deceptive, or abusive activity.

We may suspend or terminate services if we reasonably believe this clause has been breached.

We aim to maintain reliable access to our services; however, services are provided on an "as available" basis.

Interruptions may occur due to maintenance, updates, security requirements, third-party outages, or events outside our control.

We may update these Terms from time to time. Continued use of our services after updates become effective constitutes acceptance of the updated Terms.

To the maximum extent permitted by law:

• WakaWeb is not liable for indirect, incidental, consequential, or special loss or damage;
• including loss of profit, revenue, goodwill, business opportunity, or data;
• arising from or related to the use of our services.

Our total aggregate liability is limited to the fees paid by you for the relevant services in the three (3) months preceding the event giving rise to the claim.

Nothing in these Terms excludes rights that cannot be excluded under New Zealand law, including the Consumer Guarantees Act 1993 where applicable.

Where services are acquired in trade, you agree that you are acquiring them solely for business purposes and that the Consumer Guarantees Act 1993 and the Fair Trading Act 1986 do not apply to the maximum extent permitted by law. The parties acknowledge and agree that this exclusion is fair and reasonable.

These Terms are governed by the laws of New Zealand.

The parties submit to the exclusive jurisdiction of the New Zealand courts.

Nothing in these Terms creates a legal partnership, joint venture, agency, or employment relationship between the parties. WakaWeb acts strictly as an independent service provider, and you remain solely responsible for your own business decisions and outcomes.

WakaWeb Limited

hello@wakaweb.co.nz

WakaWeb provides done-for-you social media management, including digital marketing, advertising, content creation and content planning, campaign management, scheduling, publishing, automation, analytics, reporting, and related advisory and support services (collectively, the "Services"). We may also provide software, dashboards, portals, integrations, and other tools that support the Services.

The features, inclusions, limits, usage allowances, posting volumes, platforms, pricing, billing model, and other commercial details that apply to your plan are described on our website, pricing page, checkout flow, onboarding flow, invoice, or other written commercial terms made available to you.

We may update, add to, reduce, substitute, suspend, or discontinue parts of the Services from time to time where reasonably necessary for legal, technical, security, operational, commercial, or quality reasons. Any timing or expected outcome we mention is an estimate only unless we expressly guarantee it in writing.

The provision of any tools, templates, automations, campaign structures, or platform functionality does not constitute legal, regulatory, tax, or compliance advice or approval of your activities, and you remain responsible for ensuring compliance with applicable law.

You can access the Services through self-sign-up, online checkout, onboarding, subscription activation, or any other method we make available. These Terms become binding when you first create an account, click to accept, subscribe, pay an invoice, or use any of the Services.

You acknowledge that you are acquiring the Services for business purposes and not as a consumer.

You must provide accurate, complete, and current information when signing up and keep it up to date. If you sign up on behalf of a company or other entity, you confirm that you have authority to bind that entity to these Terms.

You are responsible for keeping your login credentials secure and for all activity that occurs through your account, whether carried out by you, your team, contractors, or anyone else with access. Notify us promptly if you suspect unauthorised access, misuse, or a security issue.

Unless otherwise stated on our pricing page, checkout, invoice, or other written commercial terms, subscriptions to the Services renew automatically on a recurring basis (monthly or annually, depending on the plan you select).

You may cancel your subscription at any time from your account or by contacting us. Cancellation takes effect at the end of your current paid billing period. After cancellation, the Services will stop at the end of that period and no further charges will be made.

Except as required by law or expressly agreed by us in writing, no refunds are payable for any partial month, prepaid period, setup fee, onboarding fee, third-party cost, or unused portion of the Services.

We may continue, pause, or limit the Services during any notice or wind-down period where reasonably necessary for operational, reputational, legal, payment, platform or compliance reasons.

Fees are as set out on our website, pricing page, checkout flow, invoice, or other written commercial terms. Unless we expressly state otherwise:

• all fees are payable in advance;
• all fees are non-cancellable and non-refundable, subject to applicable law;
• all fees are exclusive of GST, VAT, sales tax, withholding tax, duties, bank charges, processor fees, and similar charges unless otherwise stated.

You are responsible for all taxes, bank fees, currency conversion charges, and payment processing costs associated with your use of the Services, other than taxes on our net income.

If any invoice or charge is not paid when due, we may, without limiting any other right or remedy: charge default interest at 2% per month (or the maximum permitted by law, whichever is lower); charge reasonable recovery, administration, or collection costs; suspend, restrict or delay the Services; suspend scheduling, publishing, reporting, automations, or integrations; revoke access to dashboards or portals; require prepayment; or offset amounts owing against any credits otherwise payable to you.

If you dispute an invoice, you must let us know promptly and before the due date, and pay any undisputed portion on time. Any third-party ad spend, platform spend, software, or pass-through costs incurred for your account are payable by you in addition to our service fees.

You agree to:

• provide accurate, complete, and up-to-date information, materials, access credentials, and instructions;
• provide timely approvals, feedback, and decisions;
• ensure that all information, materials, claims, offers, and instructions you provide are lawful, accurate, and not misleading;
• ensure that all content, campaigns, customer journeys, promotions, funnels, data practices, and marketing activity used by you comply with applicable laws in the jurisdictions in which you operate, market or target, including (where applicable) relevant consumer protection, advertising, disclosure, marketing and electronic messaging laws;
• ensure you have all necessary rights, licenses, and consents to the content, intellectual property, and personal information you provide to us or ask us to use;
• review and approve deliverables, content, campaigns, assets, copy, configurations, automations, and outputs before publication or deployment where approval is requested or reasonably required;
• maintain appropriate internal records, disclosures, notices, consents, permissions, and legal documentation;
• cooperate reasonably with our requests relating to support, security, payment, compliance, privacy, operational, or technical matters.

You are responsible for the consequences of your instructions, approvals, delays, content, customer data, and any use of the Services by your personnel, contractors, agents, or authorised users, including any activity carried out through your account or systems.

If you fail to provide information, approvals, assets, or cooperation when reasonably required, we may pause work, extend timeframes, reprioritise deliverables, charge additional fees for extra work or rework, and treat drafts or deliverables as approved after a reasonable review period.

You are responsible for the design, configuration, operation, and outcomes of any campaigns, funnels, automations, or programs implemented using the Services, including any conduct by third parties (such as Affiliates) to the extent that conduct is enabled, facilitated, or incentivised by your instructions, settings, or program structure.

Many parts of the Services depend on timely input from you, access to your social platforms, third-party platform access, ad account health, website functionality, hosting performance, integrations, approvals, and other dependencies outside our direct control.

We are not responsible for delays or underperformance caused by: your delay or non-response; inaccurate or incomplete information you supply; ad account or platform restrictions, suspensions or policy issues; outages, API failures, policy changes, or algorithm changes by third-party platforms; changes made by you or third parties without our knowledge; force majeure events; or any other matter outside our reasonable control.

Where deliverables are submitted to you for review, approval, sign-off, or testing, you are responsible for reviewing them promptly and thoroughly. Unless otherwise agreed in writing, we may treat a deliverable, draft, campaign, or configuration as approved if you expressly approve it or you do not raise substantive objections within a reasonable time after we provide it for review.

We may use third-party tools, platforms, software, AI models, APIs, hosting providers, white-label systems, communications tools, scheduling tools, analytics tools, payment providers, and other service providers to deliver the Services ("Third-Party Services"), including the social networks you ask us to publish to.

You acknowledge that Third-Party Services operate independently of us. We do not control their availability, performance, uptime, outputs, reliability, security, pricing, or policies. Third-Party Services may change, fail, suspend, restrict, or remove features or alter functionality without notice, and your use of them may be subject to their own terms, policies, and privacy notices. Although we apply reasonable efforts and human review to sense-check outputs, we are not liable for errors, omissions, downtime, policy decisions, removals, inaccurate outputs, account suspensions, or other consequences caused by Third-Party Services.

We may use AI-assisted systems to help generate ideas, drafts, captions, reports, recommendations, content suggestions, automations, campaign improvements, and other operational efficiencies. You acknowledge that AI-generated or AI-assisted outputs may contain inaccuracies, omissions, bias, hallucinations, outdated information, or unsuitable recommendations, and may require human review and editing before use. You remain responsible for final review and approval of any materials and outputs used in your business. To the extent permitted by law, we do not warrant or guarantee that AI-assisted outputs will be error-free, legally compliant, unique, or fit for your intended purpose.

We may also engage subcontractors, contractors, specialists, agencies, white-label providers or service providers to perform some or all of the Services.

Some Services may be provided through a third-party white-label platform, portal, software environment, or service layer, including Penguin Pilot operated by Utogi Ltd or any successor platform.

Where applicable, you acknowledge and agree that the Services may be delivered through that platform, platform functionality may be subject to third-party availability, limitations, and changes, we remain responsible for our direct client relationship with you, except where these Terms expressly state otherwise, and third-party platform providers are not parties to your service contract with us unless expressly stated.

You agree to use any client portal, software environment, credits system, dashboard, or platform access only in accordance with these Terms and any applicable acceptable use requirements. You further acknowledge that platform providers may process client data on our or your behalf to enable service delivery, and that separate platform terms, privacy disclosures, or operational rules may apply. To the extent a white-label provider processes your data, they may do so under their own technical and legal framework, subject to applicable laws and any disclaimers notified to you.

We may suspend or remove access to any platform or feature if the platform is unavailable, the provider suspends or restricts access, your account is overdue, there is a security, compliance, or misuse issue, or we cease offering the relevant service. We are not responsible for the conduct, decisions, suspensions, penalties, or content removals made by third-party platforms against your accounts.

Each party retains ownership of its pre-existing intellectual property, materials, systems, templates, know-how, trade marks, confidential information, software, data, documentations, and other proprietary materials.

We retain all rights in our methodologies, systems, know-how, templates, frameworks, prompts, workflows, automations, reporting structures, dashboards, scripts, internal tools, and service delivery methods, along with any general improvements, learnings, or non-client-specific developments created in connection with the Services; and any pre-existing or independently developed material used in providing the Services.

Subject to full payment of all amounts owing, we grant you a non-exclusive, non-transferable license to use the final content and deliverables we create specifically for you for your internal business purposes, unless we agree otherwise in writing.

Unless expressly agreed otherwise, you do not acquire ownership of our underlying methods, templates, frameworks, prompts, automations, systems, or platform structures. You may not resell, sublicense, white-label, reverse engineer, extract, or commercially exploit our underlying service delivery systems. Any access we provide to software, dashboards, or automations is licensed, not sold.

You grant us a non-exclusive, worldwide, royalty-free right to host, reproduce, adapt, modify, store, process, transmit, and otherwise use any materials, data, instructions, content, or intellectual property you provide as reasonably necessary to deliver the Services.

Unless you expressly ask us in writing not to, we may refer to you as a client and may use anonymised results, non-confidential examples, or high-level case study information for marketing, portfolio, benchmarking, training or business development purposes, provided we do not disclose your confidential information unlawfully.

You warrant that all content, claims, offers, promotions, customer journeys, lead magnets, campaigns, and materials you provide, approve, or ask us to publish are lawful, are not misleading or deceptive, comply with applicable laws (including consumer, advertising, privacy, anti-spam, and intellectual property laws) and the rules of any platform on which they are published, do not constitute, facilitate, or promote any pyramid selling scheme, unlawful trading scheme, or other non-compliant incentive structure, and do not infringe third-party rights.

You remain solely responsible for the legal compliance of your business, campaigns, offers, customer communications, the lawfulness of your data collection and use, the adequacy of your privacy notices, marketing practices, consents, and disclosures, and the final review of all public-facing claims and content.

We may refuse to publish, send, or continue any content, campaign, automation, or instruction that we reasonably believe may be unlawful, misleading, high-risk, or harmful.

We collect, use, store, and disclose personal information in accordance with applicable law and our Privacy Policy (as updated from time to time).

Where you provide personal information to us, or ask us to handle personal information in connection with the Services, you must ensure that you have lawful authority to do so and that such disclosure is permitted under applicable law.

You acknowledge that we use third-party service providers (including hosting, analytics, communications, AI, payment, and platform providers) to support the Services, and that those providers may process personal information as part of delivering the Services. You acknowledge that personal information may be stored, hosted, or processed in New Zealand or any jurisdiction where our service providers operate.

Where required by applicable law, the parties may agree to enter into additional data protection or data processing terms.

Each party must keep confidential all confidential information disclosed by the other and must not use or disclose it except as necessary to perform or receive the Services, with the other party's consent, where required by law, or to that party's professional advisers or service providers on a need-to-know basis under appropriate confidentiality obligations.

"Confidential information" means information (in any form) disclosed by or on behalf of a party that is confidential in nature or that a reasonable person would understand to be confidential, including information about business operations, customers, pricing, strategies, systems, and intellectual property. It does not include information that is or becomes public other than through breach, was already lawfully known, is lawfully received from a third party without breach, or is independently developed.

You acknowledge that platform configurations, pricing structures, workflows, internal templates, service methods, and technical or operational know-how used by us may constitute our confidential information.

We will provide the Services with reasonable care and skill.

Except to the extent required by applicable law, the Services are provided "as is" and "as available". We do not warrant that:

• the Services will be uninterrupted, error-free, or available at all times;
• any post, campaign, or strategy will achieve a particular result;
• any specific follower growth, engagement rate, reach, lead volume, conversion rate, or revenue level will be achieved;
• any platform, automation, integration, ad account, AI system, or Third-Party Service will function without issue;
• any deliverable or recommendation will be suitable for your legal, commercial, or technical needs without your own review.

You acknowledge that social media, marketing and advertising outcomes depend on many factors outside our control, including your offer, brand reputation, pricing, competition, audience, ad spend levels, customer demand, market conditions, platform policies, website performance, posting consistency, and your own follow-up and sales execution.

To the maximum extent permitted by law, the Consumer Guarantees Act 1993 does not apply to the Services because you acquire them in trade. You acknowledge and agree that the exclusion of that Act is fair and reasonable. If, and to the extent that, the Consumer Guarantees Act 1993 applies and cannot lawfully be excluded, nothing in these Terms limits, excludes, or modifies your rights under that Act.

You acknowledge that social media algorithms are proprietary and opaque. Changes to these algorithms are beyond our control. Any strategy or content we provide is based on best-effort, historical data, and current industry trends, and does not constitute a guarantee of future performance, viral status, or lead generation.

To the maximum extent permitted by law, we are not liable for any indirect, incidental, special, exemplary, punitive, or consequential loss or damage, or for any loss of profits, revenue, business, goodwill, opportunity, anticipated savings, customers, followers, or data.

To the maximum extent permitted by law, we are not liable for any cost, loss, damage, or claim, delay or failure arising from or relating to: Third-Party Services; AI-assisted outputs; social media or advertising platform suspensions, rejections, or policy changes; your content, instructions, approvals, data, campaigns or offers or customer practices; delays or failures caused by you or your suppliers; force majeure events; or any other matter outside our reasonable control.

Our total aggregate liability arising out of or in connection with the Services or these Terms is limited to the total fees actually paid by you to us in the three (3) months immediately preceding the event giving rise to the claim.

Nothing in these Terms limits or excludes liability to the extent it cannot lawfully be limited or excluded.

You will indemnify and hold harmless WakaWeb, our directors, officers, employees, contractors, subcontractors, and affiliates from and against any claims, liabilities, losses, damages, costs, expenses, penalties, interest, or legal fees arising out of or in connection with:

• content, claims, materials, campaigns, offers, or instructions you provide, approve, or authorise;
• your breach of these Terms;
• your misuse of the Services;
• your breach of confidentiality, privacy, advertising, consumer, intellectual property, anti-spam, or other laws (to the extent permitted by law);
• third-party claims relating to your advertising, branding, campaigns, data practices, customer communications, or offers.

We are not required to accept any settlement that imposes liability or obligations on us without our consent.

We may suspend or terminate the Services immediately if you fail to pay fees when due, breach these Terms, engage in unlawful, unethical, misleading, abusive, or high-risk activity, misuse the Services or any Third-Party Services, or create legal, security, payment, reputational, or operational risk for us or our providers.

We may also suspend the Services where reasonably necessary for maintenance, security, fraud prevention, compliance, provider outages, technical issues, or investigation of suspected misuse.

On termination or expiry: your right to use the Services, portals, dashboards, and licensed materials may cease immediately; you must pay all outstanding amounts; we may disable logins, automations, integrations, scheduled content, and related access; and we may retain records, logs, communications, billing records, and compliance records as reasonably necessary.

We may, but are not obliged to, provide transition assistance, exports, or handover support, and additional fees may apply. Termination does not affect any accrued rights, liabilities, indemnities, confidentiality obligations, or any provision that by its nature is intended to survive.

We are not liable for delay or failure to perform caused by events outside our reasonable control, including natural disasters, war, terrorism, civil unrest, government action, internet outages, power failures, cyber incidents, major supplier failures, third-party platform failures, labour disruptions, or global service interruptions.

You may not assign, transfer, novate, or subcontract your rights or obligations under these Terms without our prior written consent. We may assign, transfer, novate, or subcontract our rights or obligations to an affiliate, successor, purchaser, or service delivery partner.

Notices under these Terms must be in writing and may be sent by email, client portal notification, or other reasonable written method. Our notices to you may be sent to the email address or other contact details you have provided to us. Your notices to us must be sent to: WakaWeb Limited, hello@wakaweb.co.nz.

Nothing in these Terms creates a partnership, joint venture, agency, employment relationship, or fiduciary relationship between the parties. We act as an independent service provider, and you remain responsible for your own business decisions, legal compliance, customer relationships, and commercial outcomes.

• No waiver. A failure or delay by either party in enforcing any right does not waive that right.
• Severability. If any provision of these Terms is found invalid, illegal, or unenforceable, that provision will be read down or severed to the minimum extent necessary and the remainder will continue in full force.
• Entire agreement. These Terms, together with any written commercial terms expressly incorporated by reference, form the entire agreement between the parties in relation to the Services and supersede all prior discussions and representations relating to the Services. You acknowledge that you have not relied on any representation, forecast, estimate, or statement not expressly set out in these Terms. Nothing in this clause limits liability for fraud or fraudulent misrepresentation to the extent it cannot lawfully be excluded.
• Changes to these Terms. We may update these Terms from time to time. Material changes will be highlighted in the Services or notified to you. Your continued use of the Services after the changes take effect constitutes acceptance of the updated Terms.

These Terms are governed by the laws of New Zealand. The parties will first attempt to resolve any dispute by good-faith negotiation. If a dispute is not resolved through negotiation, the parties will attempt to resolve it by mediation in New Zealand before commencing court proceedings, unless urgent interlocutory or injunctive relief is required.

Subject to the above, the parties submit to the exclusive jurisdiction of the courts of New Zealand. Nothing in these Terms prevents us from taking action in any jurisdiction where reasonably necessary to recover amounts owed, protect our rights, protect our platforms or providers, or obtain urgent relief.