Terms & Conditions

1.1 Charges

Services are charged at the agreed rates set out in the accepted proposal or order. Where applicable, additional Online Services or support beyond an executed scope will be invoiced at the agreed hourly rate.

1.2 Authorised Purchases

No additional third-party purchases will be charged to the Client without the Client's prior approval. Examples include signage, bespoke logo work, stock purchases, or paid advertising.

1.3 Approval Timeframes & Deemed Acceptance

If we await the Client's approval of any stage, content, or deliverable and the Client (or their authorised representative) does not respond within 14 calendar days, the deliverable will be treated as accepted and any invoice for that stage will become payable.

1.4 Due Dates

Unless otherwise agreed in writing, payment is due within 5 working days of the date of invoice.

1.5 Hosting & Subscriptions

Hosting fees are payable annually in advance. Unused pre-paid hosting fees are not refundable. Other subscription services are billed monthly in advance for the current calendar month. Failure to pay hosting or subscription invoices when due may result in suspension of those services.

1.6 Late Payment

Overdue accounts may incur interest at 20% per annum calculated daily from the due date until payment. If payment remains outstanding for 30 days, we may lodge the debt with a credit or debt recovery bureau and pursue legal recovery; any costs we reasonably incur to recover overdue amounts (including agency fees, legal fees, and court costs) will be added to the outstanding balance.

1.7 Retention of Property & Suspension Rights

Until all outstanding invoices relating to the Client's project have been paid in full, any administrative access, accounts, or digital infrastructure created by S4 Strategies remain our property and we reserve the right to suspend or remove services and any associated online presence from hosting or other platforms.

1.8 Director / Personal Guarantees

Where a contracting entity is a company, the company's directors may be required to guarantee payment. If a corporate Client defaults, S4 Strategies may require personal liability from company directors or principals to secure outstanding and future fees.

1.9 Fee Changes & GST

Fees shown or quoted are exclusive of Goods and Services Tax (GST) unless expressly stated otherwise. We may amend our hourly rates by giving at least 2 months' written notice.

1.10 Non-Refundable Payments

All deposits, retainers, and amounts paid in advance are non-refundable unless expressly agreed otherwise in writing.

2.1 Retainer Definition

A retainer is a recurring monthly fee for the provision of ongoing digital, marketing, or advisory services as set out in the accepted proposal.

2.2 Start & Notice Period

Monthly retainers commence in the month the services are first delivered. Unless otherwise agreed, proposals that include retainers require three calendar months' notice to cancel (or such notice as specified in the signed agreement).

2.3 Retainer Wash-Up

On receipt of a valid cancellation notice for a retainer, S4 Strategies will perform a reconciliation ("wash-up") of hours spent over a relevant prior block (for example a 6-month or 12-month period or since a significant milestone). Any excess time previously delivered beyond the retainer allocation will be deducted from the notice period or otherwise accounted for in the final invoices. If less time has been used than allocated, the excess time may be applied during the notice period as agreed.

3.1 The Client agrees to:

• (a) provide accurate and up-to-date contact and billing information;
• (b) keep login credentials and private access details secure and confidential;
• (c) deliver required content, approvals, files, images, logos, and access promptly;
• (d) ensure any content supplied to S4 Strategies (text, images, video, audio, code, trademarks, domain details) does not infringe third-party rights and that the Client has the necessary licences to use them;
• (e) pay all invoices in New Zealand dollars unless agreed otherwise; and
• (f) obtain any third-party permissions or consents necessary for publishing material.

3.2

The Client warrants they have authority to act on behalf of the organisation named in the proposal. Where the Client is an individual, director, or sole trader, they personally guarantee performance of obligations under this Agreement.

3.3

If the Client does not provide requested information, access, or approvals causing delay or increased work, S4 Strategies may charge for additional time and the project timetable may be extended.

3.4

The Client must notify S4 Strategies in writing within 7 calendar days of delivery of any phase if the deliverable is unsatisfactory. Failure to provide written notice within that period will be taken as acceptance. Where a deliverable is not explicitly approved within 5 working days of handover, approval shall be deemed.

4.1 Privacy & Data Use

We maintain a Privacy Policy describing how we collect and use personal information. Where you provide personal data to S4 Strategies, we will process it in accordance with that policy.

4.2 Third-Party Tools & Hosting

S4 Strategies may use third-party platforms, tools, or hosting providers for the delivery of services. We will use reasonable care when selecting service providers but accept no liability for their uptime, security, performance, or continued availability. Hosting is supplied via third-party vendors and is available only to current clients as part of a managed service.

4.3 No Guarantee of Continued Viability

We do our best to ensure systems and services remain operational, but we cannot guarantee the ongoing viability of third-party products, platforms, or services used to build or host client assets.

4.4 Security & Hacking

While we implement reasonable security practices, S4 Strategies is not liable for loss or damage arising from unauthorised intrusions, hacking, or other security breaches of third-party systems outside our direct control.

4.5 Credit Checks

S4 Strategies may perform credit reference checks prior to commencing services and periodically during the term of engagement.

5.1 Client Material

The Client warrants that all materials (including images, copy, trademarks, and other IP) provided to S4 Strategies are either owned by the Client or properly licensed for the intended use and that their use does not infringe any third-party rights. The Client indemnifies S4 Strategies against any claim, loss or cost arising from a breach of this warranty.

5.2 S4 Strategies IP

All intellectual property rights in methodologies, proposals, templates, tools, software, and work processes developed by S4 Strategies remain the property of S4 Strategies unless otherwise agreed in writing. Proposals and quotes are confidential and must not be disclosed to third parties without prior written consent.

5.3 Ownership of Deliverables

On full and final payment of all amounts due in respect of a project, the Client will obtain ownership of the final deliverables expressly identified in the proposal (for example website files, images created for the project), except for any third-party licensed components or S4 Strategies' proprietary tools. Any open source or third-party licensed code remains subject to its licence terms.

5.4 Confidentiality

Both parties will keep confidential information disclosed by the other (including commercial terms, pricing, client lists, and trade secrets) and will not disclose such information without prior written consent, except as required by law. This confidentiality obligation survives termination.

6.1 No Unqualified Warranty

Except as expressly set out in this Agreement, S4 Strategies provides services "as is" and makes no other warranties, express or implied, including any implied warranties of merchantability, fitness for a particular purpose, or non-infringement.

6.2 Search Engines & Results

S4 Strategies does not guarantee search engine rankings or placement. Search engine indexing and ranking are determined by search engines' algorithms and are outside our control.

6.3 Limitation of Liability

To the fullest extent permitted by law, S4 Strategies' total aggregate liability to the Client for any claim or series of related claims arising out of or in connection with this Agreement, whether in contract, tort (including negligence), statute or otherwise, shall be limited to the lesser of: (a) the total fees paid by the Client to S4 Strategies in the two months immediately preceding the event giving rise to the claim; or (b) NZ$1,500.

6.4 Exclusion of Consequential Loss

S4 Strategies shall not be liable for indirect, special, consequential or economic loss, lost profits, loss of business, loss of anticipated savings, or loss of data, whether arising in contract, tort (including negligence), strict liability or otherwise, even if S4 Strategies was advised of such potential loss.

6.5 Force Majeure

S4 Strategies is not liable for any delay or failure to perform caused by events beyond its reasonable control including but not limited to natural disasters, infectious diseases, pandemics, strikes, network failures, civil or social unrest, or failures of third-party providers. In such cases, performance will be suspended for the duration of the event and the timelines extended accordingly.

6.6 Consumer Guarantees Act

If the Client acquires goods or services from S4 Strategies for business purposes, the guarantees in the Consumer Guarantees Act 1993 are excluded to the extent permitted by law.

7.1 Suspension for Non-Payment

We may suspend services or withhold deliverables if invoices are overdue.

7.2 Termination

Either party may terminate ongoing services by giving the notice period set out in the accepted proposal or, where not specified, by providing three months' written notice. The Agreement has a minimum initial term of four calendar months unless otherwise agreed.

7.3 Default & Recovery

If the Client is in default of payment for more than 60 days, S4 Strategies may, after written notice, suspend work, withdraw services, or on-sell created products to recover costs. Non-payment does not relieve the Client from the obligation to pay outstanding monies, including interest and collection costs. Any payment made after suspension must include all outstanding fees, interest and associated recovery costs.

8.1 Handover & Review

On completion of agreed project phases, we will notify the Client and provide an opportunity to review. The Client should notify S4 Strategies in writing of any defects or dissatisfaction within 7 calendar days. If no written notice is received within that period, the work will be deemed accepted.

8.2 Correction of Errors

We will correct errors for which we are responsible within a reasonable timeframe. Correction of issues not caused by S4 Strategies (including malicious third-party interference or errors in Client-supplied content) may incur additional fees.

8.3 Additional Work

Any change requests outside the agreed scope will be treated as additional work and charged at the applicable hourly rate unless agreed otherwise in writing.

9.1 Content Responsibility

The Client is responsible for the lawfulness, accuracy and appropriateness of any material submitted to S4 Strategies for publishing or upload. The Client indemnifies S4 Strategies against all claims, liabilities, losses and expenses arising from the Client's content.

9.2 Malicious Code

The Client must ensure that files and data provided are free of viruses, malware or any code that could corrupt or damage systems. S4 Strategies accepts no liability for damage or corruption caused by Client-supplied files.

9.3 Account Credentials

Where S4 Strategies issues usernames and passwords to Client personnel, those credentials remain confidential. The Client is liable for any use of these credentials by authorised or unauthorised persons.

10.1 Notices

Any notice under this Agreement must be in writing and delivered by email or recorded post to the most recent address or email provided by the other party. Email notices are deemed received on the day sent, unless a delivery failure is indicated. Postal notices are deemed received two business days after posting.

10.2 Contact for Billing & Privacy

For billing, contractual or privacy enquiries contact: S4 Strategies Limited — Email: admin@s4strategies.co.nz

11.1 Confidential Information

Each party will keep the other's confidential information (including proposals, pricing, trade secrets, and client data) strictly confidential and use it only for the purpose of performing obligations under this Agreement.

11.2 Permitted Disclosures

Confidential information may be disclosed to employees, contractors, or professional advisers on a need-to-know basis, provided they are bound by confidentiality obligations.

13.1

This Agreement is governed by and construed in accordance with the laws of New Zealand. Any dispute arising out of or in connection with this Agreement will be subject to the exclusive jurisdiction of the New Zealand courts.

13.2

Prior to any formal legal action, the parties agree to attempt good faith negotiations to resolve disputes. If a dispute cannot be resolved by negotiation within 10 working days of a notice, the parties may pursue other remedies.

14.1 Assignment & Subcontracting

S4 Strategies may subcontract or assign all or part of its obligations to third parties. The Client may not assign this Agreement without S4 Strategies' prior written consent.

14.2 Severability

If any provision of this Agreement is held invalid or unenforceable, that provision will be severed and the remainder will continue in full force.

14.3 Waiver

Failure to enforce any provision of this Agreement does not constitute a waiver of rights.