Terms of Service

Terms that apply to eDigital360 services

4. Terms of Service

These Terms of Service govern enquiries, proposals, projects, subscriptions, support and services provided by eDigital360. They are drafted for business-to-business services in New Zealand and should be adapted to each proposal or statement of work.

4.1 Parties

These Terms are between eDigital360 and the person or business purchasing, using or requesting services. If you act on behalf of a company, organisation or client, you confirm that you have authority to bind that entity.

4.2 Services

eDigital360 may provide AI chatbots, automated bookings, workflow automation, AI assistants, AI calling receptionist systems, Excel automation, repetitive task automation, personalised automations, support, monitoring, optimisation, consultation, audits, training and related digital services. Exact deliverables, timing, fees and inclusions will be set out in a proposal, invoice, email confirmation or statement of work.

4.3 Proposals and scope

A proposal is valid only for the period stated in it, or 14 days if no period is stated.

Work begins only after the client accepts the proposal and pays any required deposit or setup fee.

Any work outside the agreed scope, including extra integrations, redesigns, copywriting, custom features, additional platforms, troubleshooting third-party accounts or urgent work, may require a separate quote.

We may recommend a practical minimum setup where required for the automation to work reliably and lawfully.

4.4 Client responsibilities

Provide accurate business information, access credentials, platform permissions, content, branding, process details and timely feedback.

Ensure you have rights to any data, content, images, logos, customer lists, platform accounts, emails, phone numbers and software accounts you provide.

Maintain your own legal notices, privacy policy, cookie policy, customer consents, unsubscribe mechanisms and industry-specific compliance requirements.

Review and approve automation flows, chatbot responses, booking rules, AI prompts and customer-facing messages before launch.

Keep third-party accounts active and paid, including hosting, email, domain, CRM, SMS, calling, AI, form, booking, calendar, payment, analytics and automation platforms.

4.5 Third-party platforms and tools

Our services may depend on third-party platforms such as WordPress, hosting providers, Google services, Meta/Facebook/Instagram, Make, n8n, OpenAI or other AI providers, CRM systems, form providers, payment providers, calling/SMS providers, email services, spreadsheet tools and analytics tools. We are not responsible for third-party outages, API changes, pricing changes, account restrictions, rejected integrations, policy enforcement, deliverability issues, data loss or changes outside our control.

4.6 AI and automation limitations

AI systems may produce inaccurate, incomplete or unexpected outputs.

Automations depend on correct data, stable integrations, platform permissions, API availability and client approval.

We do not guarantee a specific number of leads, bookings, sales, revenue, ranking improvements, conversion rates, response times or cost savings unless expressly stated in a signed agreement.

Clients must review AI outputs and automation actions where the result may affect legal, financial, employment, medical, safety, customer rights or high-risk decisions.

4.7 Fees and payment

Unless stated otherwise, prices are in New Zealand dollars (NZD). GST treatment will be shown on the invoice if applicable.

Setup fees cover the build, configuration and initial implementation of the agreed system.

Monthly care plans cover ongoing support, monitoring, updates, minor improvements and maintenance according to the selected plan.

Invoices are payable by the due date stated on the invoice. If no date is stated, payment is due within 7 days.

Late payment may result in suspension of work, paused support, removal of priority status, recovery of reasonable collection costs, or termination.

4.8 Monthly care plans

Basic: light monitoring, critical fixes, minor text updates, email support and basic reporting.

Pro: everything in Basic, workflow monitoring, up to 2 hours of improvements per month, priority support and monthly performance reporting.

Premium: everything in Pro, priority improvements, strategy call each month, advanced reporting and multi-system support.

Unused monthly support or improvement time does not roll over unless agreed in writing.

Monthly plans may be cancelled with 30 days written notice unless a different term is agreed.

4.9 Changes, delays and approvals

If the client delays providing information, access, approvals or feedback, project timelines may be extended. If a project is inactive for more than 30 days due to client delay, we may pause the project and require a restart fee or updated quote. Client approval by email, message, form, recorded call or written confirmation may be treated as approval to proceed.

4.10 Testing and acceptance

We will perform reasonable testing before launch. The client is responsible for reviewing the system and reporting issues during the testing period. If no material issue is reported within 7 days after delivery or launch, the deliverables may be treated as accepted.

4.11 Support and maintenance

Support is provided according to the selected plan and may be delivered by email, call, message or remote access. Support does not include rebuilding systems, adding new major features, repairing issues caused by client changes, fixing unrelated third-party problems, recovering lost access, or resolving platform bans unless agreed separately.

4.12 Cancellations and refunds

Setup fees are generally non-refundable once work has started because they cover time, planning, configuration and build work. Monthly fees may be cancelled for future billing periods with required notice, but are not refunded for periods already started unless required by law or agreed in writing. Any statutory rights that cannot be excluded remain unaffected.

4.13 Intellectual property and ownership

The client owns its pre-existing content, branding, data and customer information.

eDigital360 owns its pre-existing methods, templates, prompts, frameworks, reusable automations, code snippets, know-how, designs, documentation and internal processes.

Upon full payment, the client receives a non-exclusive licence to use the delivered automation system for its own business operations.

Unless expressly agreed in writing, we may reuse general know-how, non-confidential techniques, templates and learning from a project for other clients.

We may display the client name, logo or project summary as portfolio work only with permission or where otherwise agreed.

4.14 Data protection and confidentiality

Each party must protect confidential information received from the other. The client must not provide unnecessary sensitive data. Where we process personal information on behalf of the client, the client remains responsible for its own privacy notices, lawful basis, consents and customer communications. Additional data processing terms may be required for larger, regulated or sensitive projects.

4.15 Electronic marketing and messaging

If automations send marketing emails, SMS, direct messages or commercial electronic messages, the client is responsible for ensuring appropriate consent, accurate sender identification and a clear, functional unsubscribe method. We may refuse to build or operate systems that appear to send spam, deceptive messages, unlawful messages or platform-policy-violating campaigns.

4.16 Calling receptionist and recordings

If a client uses AI calling, voicemail, transcription or call recording features, the client is responsible for complying with all applicable call recording, consent, customer notification, telecommunications, industry and privacy requirements. We may recommend call notices, recording disclosures, opt-out procedures and human escalation pathways.

4.17 Acceptable use

You must not use our services for illegal, harmful, deceptive, discriminatory, harassing, exploitative, spam, phishing, malware, surveillance, credential theft, impersonation or privacy-invasive purposes.

You must not use automations to mislead customers into believing they are speaking to a human where disclosure is legally or ethically required.

You must not use AI or automation outputs as the sole basis for high-impact decisions without appropriate human review.

4.18 Suspension and termination

We may suspend or terminate services if the client fails to pay, breaches these Terms, creates legal/security/privacy risk, misuses the services, refuses necessary compliance steps, loses third-party account access, or asks us to perform unlawful or unsafe work. Termination does not affect amounts already owed.

4.19 Warranties and consumer laws

We will provide services with reasonable care and skill. Nothing in these Terms limits or excludes rights, guarantees or remedies that cannot be excluded under applicable law, including New Zealand consumer law where it applies. For business clients acquiring services in trade, certain consumer guarantees may be excluded to the extent permitted by law if the services are supplied and acquired in trade and the exclusion is fair and reasonable.

4.20 Limitation of liability

To the maximum extent permitted by law, eDigital360 is not liable for indirect, consequential, special, punitive or loss-of-profit damages, loss of revenue, loss of goodwill, loss of anticipated savings, loss of data, platform suspension, third-party failures or business interruption. To the maximum extent permitted by law, our total liability for a claim is limited to the fees paid by the client for the affected service in the 3 months before the event giving rise to the claim, unless a different limit is stated in a signed agreement or cannot be limited by law.

4.21 Indemnity

The client agrees to indemnify eDigital360 against claims, losses, costs, damages and expenses arising from the client’s content, data, instructions, unlawful use, breach of these Terms, breach of third-party terms, privacy breach caused by client instructions, or failure to obtain required consents or permissions.

4.22 Force majeure

Neither party is liable for delay or failure caused by events beyond reasonable control, including internet or hosting outages, API outages, power failures, natural disasters, government action, strikes, cyber incidents, provider failures, pandemics or major platform changes.

4.23 Changes to Terms

We may update these Terms from time to time. Updated Terms apply to new purchases and renewals after publication. Material changes to an existing signed agreement will not apply retroactively unless required by law or agreed by both parties.

4.24 Governing law and disputes

These Terms are governed by New Zealand law. The parties will first try to resolve disputes in good faith by discussion. If unresolved, disputes may be referred to mediation or the New Zealand courts, subject to any mandatory rights or jurisdiction rules that apply.